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Supervisory Board

The Supervisory Board performs permanent supervision over the Company’s operations. In particular, it examines financial statements, approves annual or long-term economic and financial plans, examines the Management Board’s reports on the activity of the Company and the Orange Polska Group, and appoints and removes the members of the Management Board.

 

The Supervisory Board is responsible for supervising the effectiveness of the internal control and risk management system in the Orange Polska Group. The system provides for the management of the risk of failure to achieve business objectives and provides reasonable assurance against material misstatement or loss.

Currently, the Supervisory Board of Orange Polska consists of 14 members, who are appointed by the General Assembly (or, in exceptional cases, by the Supervisory Board). The term of office of the members of the Supervisory Board is three years.

Regulations of the Supervisory Board

As of 24 April 2019, the composition of the Supervisory Board of Orange Polska is as follows:

Maciej Witucki, born in 1967, graduated from the Poznań Technical University specialising in logistics and decision support systems. He completed post-university studies in industrial systems management at the Ecole Centrale in Paris. He began his professional career in Cetelem Bank (the Paribas Group), first in France, then in Poland. In 2001, he became a Management Board Member, and in 2005 the President of Lukas Bank (the Crédit Agricole Group).

He joined Orange Group in 2006: between 2006 and 2013 held the position of the President of the Management Board, and on September 19, 2013 was appointed the President of the Supervisory Board.

In January 2016 Maciej Witucki was appointed as the President of Management Board of Work Service S.A. He is a member of the supervisory boards of AXA Polska S.A. and TVN S.A.. Has held the position of the President of the Chamber of the French Commerce and Industry in Poland (CCIFP) since 2010. He is the Chairman of the Programming Council of Polish Civic Forum, a member of the Board of Directors of the Atlantic Council of the United States, and a member of the management board of PKPP Lewiatan, as well as, the management board member of Prof. Bronislaw Geremek Centre Foundation..

According to his statement, Mr. Maciej Witucki is not engaged in any activities competitive to the business of Orange Polska and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to Orange Polska. Maciej Witucki is not listed in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

Gervais Pellissier, born in 1959, graduated from l’Ecole des Hautes Etudes Commerciales (HEC Paris), with a degree in International Management (joint diploma of HEC, Berkeley University, USA and University of Cologne, Germany) and a bachelor’s degree in law.

He joined France-Telecom Orange in October 2005 to oversee the integration of Group companies in Spain, and subsequently became Group Chief Financial Officer.

Prior to that, he was Managing Director and Deputy CEO of the Bull Group, where he held various positions between 1983 and 2005.

In 2009, Gervais Pellissier was appointed Deputy CEO in charge of Group Finance and Information Systems.

In November 2011, he became Orange's Chief Executive Officer Delegate (corporate officer) in charge of Finance & United Kingdom JV.

Since September 2014, Gervais Pellissier is Orange Group’s Deputy Chief Executive Officer in charge of European operations.

According to his statement, Mr. Gervais Pellissier is not engaged in any activities competitive to the business of Orange Polska and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to Orange Polska. Gervais Pellissier is not listed in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

Marc Ricau, born in 1960, has been working in France Telecom Orange group since 1986. He is graduate of IEP (Science Po Paris) & ENSPTT School and has a master degree in statistical and software techniques. He took different positions during his professional career in telecommunications area both abroad, as managing director of FCR consulting in Mexico, and in France, mainly in commercial areas and customer services but also in finance and network management.

Marc joined Orange AMEA (Africa, Middle East and Asia) in 2009, as Country and Partnerships Vice-President for the zone and was a member of several boards of subsidiaries in Africa (Orange Mali, Orange Guinea, Orange Niger, Orange Bissau and Sonatel Multimedia) until early 2013. He was also responsible for the development of new projects and businesses, mainly focused on improving the daily life of population in developing African countries in the areas of telco services in agriculture, health, education and entrepreneurship, among others.

In November 2012, Marc joined the Orange Europe Division as Vice-President of Poland Operations and simultaneously became a member and Secretary of the Supervisory Board of Orange Polska as well as a member of the Audit Committee and Remuneration Committee of Orange Polska. In July 2015, he was also appointed member of the Board of Directors of Orange Slovensko s.a. Marc is currently responsible for the support of Operations in Poland and in Slovakia within the Europe Division.

According to his statement, Mr. Marc Ricau is not engaged in any activities competitive to the business of Orange Polska and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to Orange Polska. Marc Ricau is not listed in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

Ms. Henryka Bochniarz (born in 1947) graduated from the Foreign Trade Faculty of the Warsaw School of Economics (Szkoła Główna Handlowa, former SGPiS) in 1971. She received her Ph.D. in economics from the Foreign Trade Research Institute (IKC), and also became a certified advisor in management. She was awarded with the Fulbright scholarship and spent two years doing research and lecturing at the University of Minnesota (1985-87). She was the Minister of Industry and Trade in Jan Krzysztof Bielecki’s government in 1991. She was a presidential candidate in 2005.

Co-founder of the Nike Literary Award for the Best Book of the Year in 1997-2003. Vice-chairperson of the Stanisław Ignacy Witkiewicz Arts Foundation assisting the Witkacy theatre in Zakopane. Founder of the Prymus Foundation providing equal educational opportunities for children in rural areas. Organizer of the European Forum for New Ideas. Advocate for increasing role of women in public life and business. Co-founder of the Congress of Women. Holder of the Kisiel Prize for independent thinking and entrepreneurship and the Andrzej Bączkowski Award for particular contribution to the development of social dialogue in Poland and action over political divisions. Decorated with the Commander’s Cross with the Star of the Order of Polonia Restituta and with the Japanese Order of the Rising Sun (Gold and Silver Star).

Since January 1999 she has been the president of Polish Confederation Lewiatan, the largest organisation of private employers in Poland. Vice president of BUSINESSEUROPE, the largest employers’ organisation in Europe. Chairperson of the joint Polish-Japanese Economic Committee facilitating development of the Polish-Japanese economic co-operation. She had been the president of Boeing Central and Eastern Europe (2006-2014).

Ms. Bochniarz is currently a member of the supervisory board of FCA Poland SA and a member of board of directors of UniCredit S.p.A.

According to her statement, Ms. Henryka Bochniarz is not engaged in any activities competitive to the business of Orange Polska and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to Orange Polska. Henryka Bochniarz is not listed in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

 

Thierry Bonhomme (born in 1956) was appointed CEO of Orange Business Services in May 2013, and since the 1st of March 2016 is also Deputy Chief Executive Officer of Orange. He is responsible for business growth for the enterprise services division of Orange Group across France and international markets. He also drives the new Orange vision to support the digital transformation for our enterprise customers.

Thierry Bonhomme has spent more than 30 years with the Orange Group in various leadership roles. Prior to his current role, he was Executive Vice President of Networks, Carriers and Research & Development and in charge of R&D within the Orange Group. Previously he was responsible for the enterprise sales channel for the Orange Group in France.

Mr. Bonhomme returned to FT Group in 1990 as a Director of technical management for the Grenoble and Marseille regional areas after a brief stint of two years with Idate. His first role at Orange involved field work in networks, transmission & switching.

Thierry Bonhomme completed his engineering degree at the Ecole Polytechnique and the Ecole Nationale Superieure des Telecommunications (ENST) in Paris.

Member of the Orange Polska Supervisory Board from 2010 to 2013.

Eric Debroeck was born in 1958. Senior Vice President Group regulatory affairs at France Telecom – Orange since mid-2004.From 2000 to mid-2004, Director of national carrier services, the business entity in charge of wholesale business activities with national competitors. Prior this period, held diverse management positions within France Telecom in the areas of corporate strategy, national and European regulation. Eric Debroeck graduated from Ecole Polytechnique and Ecole Nationale Supérieure des Télécommunications.

According to his statement, Mr. Eric Debroeck is not engaged in any activities competitive to the business of Orange Polska and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to Orange Polska. Eric Debroeck is not listed in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

Ramon Fernandez joined Orange on the 1st of September 2014 as Deputy CEO, in charge of the company’s financial affairs and strategy.

Born in 1967, Mr Fernandez is a graduate of the Institut d’Études Politiques in Paris (1988) and the École Nationale d’Administration (1993).

He spent two years with the International Monetary Fund in Washington (1997 to 1999) before returning home to the French Treasury, where he had briefly worked after he graduated. This time, he went on to hold a number of important positions in different areas: as Head of the Energy, Telecommunications and Raw Materials Department until 2001, and then as Head of the Savings and Financial Markets Department from 2001 to 2002. He was subsequently appointed Deputy Director of International Financial Affairs and Development, and Vice-Chairman of the Paris Club between 2003 and 2007.

Mr Fernandez became an advisor to the Minister of the Economy, Finances and Industry (2002 - 2003) and to the President of the French Republic (2007 – 2008). 2008 saw him selected as Chief of Staff to the Minister of Labour, Social Relations, Family and Solidarity, a post he would hold for a year.

Mr Fernandez arrived at Orange from his former position as Director General of the French Treasury, which he had held since 2009. At this time, he was also Chairman of the Agence France Trésor and Chairman of the Paris Club. He would represent France on numerous occasions as Alternate Governor of the World Bank, Governor of the African Development Bank, and as a member of the supervisory commission of the Caisse des Dépôts and the board of directors of GDF Suez and CNP Assurances.

Ramon Fernandez is “Chevalier de la Légion d’Honneur”.

According to his statement, Mr. Ramon Fernandez is not engaged in any activities competitive to the business of Orange Polska and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to Orange Polska. Ramon Fernandez is not listed in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

 

John Russell Houlden, born in 1959, has a first class honours degree from Warwick Business School and has completed executive programmes at INSEAD, Stanford and London Business School. He is a Fellow of the Chartered Institute of Management Accountants, a Chartered Global Management Accountant, a Fellow of the Association of Corporate Treasurers and has been recognised as NW Finance Director of the Year in 2013 and 2014, Joint Winner of “Excellence in Reporting” in the Building Public Trust Awards 2015 and Winner of “Communicating Integrated Thinking” in the Finance For The Future Awards 2016.

From 1980 to 1991 he progressed through a variety of financial roles in ICI and Spicer & Oppenheim (now part of Deloitte) covering audit, management consultancy, financial accounting, cost accounting, management accounting, controlling, corporate reporting, treasury management and corporate finance. From 1991 to 2002 he was Finance Director of ICI Japan (based in Tokyo), ICI Polyurethanes (based in Brussels) and BT Networks & Information Services and BT Wholesale (based in London). From 2002 to date he has been Finance Director of Lovells (a leading international law firm, now Hogan Lovells), Chief Financial Officer of Telecom New Zealand (listed on the NZX, ASX and NYSE) and Chief Financial Officer of United Utilities (listed on the FTSE).

Apart from his executive roles he has been a member of the Advisory Board of Warwick Business School, a member of the Ecosystem Markets Task Force reporting to the UK government and is currently a Main Committee member and Chairman of the Financial Reporting Committee of the 100 Group which represents the FTSE100 to the International Accounting Standards Board, Financial Reporting Council and other regulatory bodies.

Member of the Orange Polska Supervisory Board since April 10, 2014.

According to his statement, Mr. Russ Houlden is not engaged in any activities competitive to the business of Orange Polska and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to Orange Polska. Russ Houlden is not listed in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

 

Professor Michał Kleiber (born in 1946) is a graduate of the Warsaw University of Technology and the University of Warsaw, a specialist in the field of information technology, materials science, future studies and innovative economy. In the years 2007-2015 he was President of the Polish Academy of Sciences (PAS), in 2006-2010 Advisor to the President of Poland, in 2001-2005 Minister of Science and Information Technology in the Polish government, in 1996-2001 director of the PAS Institute of Fundamental Technological Research, where he currently chairs the Computational Science Department.

For more than 10 years he worked at universities in Germany, USA, Japan and Hong Kong. Doctor honoris causa of universities in five European countries. Editor-in-Chief of Archives of Computational Methods in Engineering (Springer), the world's most cited journal in its field. He is Vice-President of the European Academy of Sciences and Arts, President of the European Forum on Materials Science, Chairman of the Future Studies Committee of PAS, member of the Austrian Academy of Sciences and Academia Europaea, former member of the Senate of the German National Academy of Sciences. Former member of the European Research Council and an advisory group for the EU-Commissioner for Research and Innovation. In the years 2008-2010 coordinator of the National Foresight Program Poland 2020, in the years 2008-2014 Vice-Chairman of the Council on Low-Emission Economy Development, an advisory body for the Minister of Economy. From 2012, member of a group preparing for the European Commission a document entitled “A New Narrative for Europe”, in 2015 nominated as Ambassador of EU for this initiative. The knight of the Order of the White Eagle (the highest decoration of Poland). Recipient of high national decorations conferred on him in France, Japan, Belgium and Greece, of the Weimar Triangle Award and the title E-economy Ambassador awarded by the Association of Polish Banks.

According to his statement, Mr. Michał Kleiber is not engaged in any activities competitive to the business of Orange Polska and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to Orange Polska. Michał Kleiber is not listed in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

 

Patrice Lambert - de Diesbach (born in 1956) is a graduate of SFAF (French Society of Financial Analysts), Conservatoire National des Arts et Métiers (Finance), IEP Paris (Sciences Po) and from Université Paris X Nanterre (Economics, Econometrics).

Since October 2011, Patrice Lambert - de Diesbach is Head of Investor Relations and Financial Communications at Orange. Prior to this he was Head of Investor Relations and Financial Communications at Carrefour since April 2010. He previously worked as the Head of Research at CM-CIC Securities after spending 18 years as a financial analyst covering a wide range of industrial sectors for several stock broking firms, including CM-CIC Securities, Exane BNP Paribas, UBS Warburg, Deutsche Bank and HSBC James Capel. He started his career as an auditor at Mazars and KPMG.

He is Board Member & Strategic Committee Member at Orange Belgium, Board Member at CLIFF (French Society of Investor Relations), and ex Board Member of Confrontations Europe and SFAF.

Member of the Orange Polska Supervisory Board since July 13, 2016.

According to his statement, Mr. Patrice Lambert - de Diesbach is not engaged in any activities competitive to the business of Orange Polska and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to Orange Polska. Patrice Lambert - de Diesbach is not listed in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

Monika Nachyła (born in 1968), non-executive director with many years of international, C-suite experience in the areas of private equity, investor relations, banking, operational financial management and strategy development.

Ms. Monika Nachyła is a graduate of the Warsaw School of Economics. She holds also post-graduate diplomas in social psychology and agriculture. She began her professional career as an auditor at Arthur Andersen in Warsaw and Salustro Reydel in Paris. Between 1995 and 2000, she held the position of CFO at Sanofi-Synthélabo, greatly contributing to its success as one of the major players in the pharmaceutical market in Poland.

From 2000 to 2011, she has been active in the private equity sector. As the Vice President for Portfolio & Fund Operations of Innova Capital she supervised its portfolio companies. Subsequently, as the Partner in charge of Investor Relations at Enterprise Investors, she was responsible for fundraising and investor relations. In 2011, she joined the Supervisory Board of one of the leading Polish banks BGŻ (controlled by Rabobank; currently BNP Paribas) as a non-executive director of the Supervisory Board and an Audit Committee. From 2013 to 2015, she served as the Vice President of BGŻ Management Board responsible for the strategy and development as well the bank’s strategic agribusiness division. Since May 2017, she is a Partner at Abris Capital Partners, private equity fund manager investing in Central Europe, where she has been responsible for investor relations, public relations, ESG (responsible investing standards) and supervision of selected portfolio companies. She is also a member of the Abris Management Committee. She acted as a non-executive director of multiple supervisory boards (BGŻ BNP Paribas, Allianz Polska, Euler Hermes Polska, Mykogen), focusing on monitoring of the key performance indicators (KPI), shareholders value creation and senior management coaching. At the Polish Private Equity and Venture Capital Association, she chaired the Corporate Governance Committee and was a member of the Investor Relations Taskforce. At present, she serves as a member of the Supervisory Board and the Risk Committee of Bank BGŻ BNP Paribas, a member of the Supervisory Board of Graal and the Chairwoman of the Supervisory Board of Velvet Care. In addition, she is a member of the Board and the ESG Committee at the Polish Private Equity and Venture Capital Association. According to her statement, Ms. Monika Nachyła is not engaged in any activities competitive to the business of Orange Polska and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to Orange Polska. Ms. Monika Nachyła is not listed in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

 

Maria Pasło-Wiśniewska (born in 1959), Ph.D. in sociology, economist, graduated from the University of Economics in Poznan and the Kellogg School of Management at the Northwestern University in Chicago. She started her professional career at Narodowy Bank Polski (the Polish National Bank). Between 1988 and 1996 she worked at Wielkopolski Bank Kredytowy in Poznan reaching the position of Vice-President of the Management Board. In 1997, she was the President of the Management Board of TFI SKARBIEC (the SKARBIEC Mutual Fund). As the President of the Management Board of Pekao SA in 1998-2003, Maria Pasło-Wiśniewska conducted the merger of four banks of the Pekao Group, followed by privatization and restructuring (as a result of the transformation Pekao SA became the largest – in terms of accumulated capital – and one of the most efficient banks in Central and Eastern Europe). Between 2008 and 2012 she was the President of the Management Board of the Corporation of European Pharmaceutical Distributors NV in Amsterdam, a company to become Europe’s fourth largest in terms of the number of managed pharmacies.

She also served a number of other functions including the chairmanship of supervisory boards of Allianz Bank Poland SA (2008-2011) and DOZ SA (2008-2012), as well as non-executive Board membership at UAB NFG (2010-2012). In 2005-2007 she was a member of the Sejm (the lower house of the Polish Parliament).

She is a member of the Programme Board of the Institute of Public Affairs, the Chairman of the Advisory Council of the Lewiatan Confederation, the largest organisation of private employers in Poland and Vice President of the Management Board of the "Artes Liberales" Institute which operates at the University of Warsaw. She lectures leadership sociology at the University of Warsaw.

Member of the Orange Polska Supervisory Board since April 9, 2015.

Jean-Michel Thibaud (born 1969), Orange Group Deputy CFO in charge of controlling. He is a graduate from Centrale-Supélec engineer school and from Sciences Po Paris.

He started his career spending 7 years in the banking business in export, structured and project finance.

He joined Orange in 2001 as manager then head of project finance, and became the Orange Group Treasurer in 2008 until 2012, covering debt raising (bonds, corporate, project, structured finance), relationship with rating agencies, and equity capital markets as well as cash management and customer financing.

Between 2013 and 2019, he acted as CFO and Senior VP, Strategy, Transformation & General Services at Orange Business Services. Orange Business Services is a worldwide provider of IT & Telecom services for large corporates with € 7.3 bn revenues and 25,000 people.

According to his statement, Mr. Jean-Michel Thibaud is not engaged in any activities competitive to the business of Orange Polska and is not a partner in any partnership under civil law or another type of partnership, or a member of a governing body of any incorporated company or any other legal entity which would be competitive to Orange Polska. Mr. Jean-Michel Thibaud is not listed in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

Jean-Marc Vignolles (born in 1953) is appointed Chief Operating Officer for Europe (excluding France and Spain), Member of Orange Group Management Committee as from May 2018. Since March 2016, Jean-Marc Vignolles has been appointed Deputy General Manager and Chief Operating Officer (COO) of Orange Middle East and Africa (OMEA) Holding company, monitoring the operational performance of Orange subsidiaries within the MEA region. He has been Member of the Board of Directors of several companies of Orange Group in various countries in Europe, Middle East and Africa.

From 2007 to 2015, Jean-Marc Vignolles was the Chief Executive Officer of Orange Spain, which, under his leadership and following the acquisition of Jazztel in 2015, grew to number two position on the Spanish market. Prior to that, he was the COO (2001-2004) and CEO (2004-2007) of PTK Centertel sp. z o.o. as well as member of the Management Board of Telekomunikacja Polska S.A. (2004-2007) – presently both operating under a name Orange Polska S.A.

Beginning in 1983, Jean-Marc Vignolles worked at France Telecom, occupying various key, upper-level positions, including Vice President for Central and Eastern Europe in the International Development Division (1994-2000), Key Account Manager in the France Telecom Key Account Division (1990-1994), and Head of Department in the IT Division (1983-1990).

Mr. Vignolles received his Agrégation d'anglais certification in 1977 and graduated from Institut d'Etudes Politiques (Paris) in 1976 and from Ecole Normale Supérieure in 1973.

There are five independent members of the Supervisory Board: dr Henryka Bochniarz, John Russell Houlden, Monika Nachyła, prof. Michał Kleiber, and dr Maria Pasło-Wiśniewska.

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