Corporate governance
Corporate governance – how we understand it ?

Corporate governance refers to a set of rules addressed to all shareholders, corporate bodies and their members and applied by companies to ensure transparent governance.

Orange Polska, as a company listed on the Warsaw Stock Exchange (WSE), applies corporate governance rules, maintaining Polish and international standards of proper governance. In particular, such efforts are reflected in Best Practice, Diversity Charter, Integrated Reports or Orange Polska Code of Ethics. We are convinced that transparent corporate governance is the only right and innovative approach that fits the market environment and provides for the proper balance between the interests of all the stakeholders involved in the operations of Orange Polska.

Corporate governance in Orange Polska
Corporate governance in Orange Polska is designed to provide responsible corporate management and supervision in order to achieve the Company’s strategic goals and enhance its value. To these ends, we have created a strong corporate governance framework to support the structures, processes and controls which help us to operate more efficiently and mitigate risk. The ability of the Company to create value is ensured by having capable governing bodies with a proper division of responsibilities and optimal representation of experience, skills and education. The sustainability of the Company is secured by its ability to allocate fairly and sustainably the created value which is necessary to the Company’s long-term success.

We communicate with our shareholders and other stakeholders in a way that combines the financial and non-financial aspects of our business. For four years, we have published integrated annual reports, which present our business model, our value creation story, the economic and social context of our operations, how we implement our strategy, how we are governed and how we influence the environment. By integrated reporting we can demonstrate the wider context of our business activities, and explain our responsible approach to doing business.

Management

The Management Board of Orange Polska consists of 8 members, including the President, who are appointed by the Supervisory Board. The term of office of the members of the Management Board is three years.
For the detailed description of the powers of the Management Board see the Regulations of the Management Board

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Julien Ducarroz
President of the Management Board
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Julien Ducarroz
President of the Management Board
Julien Ducarroz (born 1975), CEO and President of the Management Board of Orange Polska since 1st September 2020. Between 2016 and 2020 he was the CEO of Orange Moldova where his achievements include launch of convergent services with the acquisition of main cable operators, cultural transformation to implement entrepreneurial mind-set and adoption of agile ways of working across the organization and preparation of entry of mobile financial services.

Julien Ducarroz has extensive experience in the telecom industry, with more than 10 years on executive positions, gained in different countries in many different areas, including strategy and commercial functions. He joined the Orange Group in 2002 in International Division, then continued as business intelligence and value-based marketing manager in Orange Group Marketing in London (2003-2004). Subsequently he became Deputy Chief Marketing Officer in Orange Nederland (2006-2007). In 2007 he joined Orange Romania as a strategy director, and from May 2009 to May 2016, he managed sales, marketing and marketing communication as Chief Commercial Officer. He is graduated from Swiss Federal Institute of Technology of Lausanne and Zurich.

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Bożena Leśniewska
Vice-President in charge of the Business Market
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Bożena Leśniewska
Vice-President in charge of the Business Market
Bożena Leśniewska (born 1965), Vice-President of the Management Board. She is responsible for Business Market as well as companies: Integrated Solutions and BlueSoft. She has over 20 years’ experience in the management and technological sector. Consequently, she went through all career levels: from Sales Representative (DHL), through Deputy Director and Regional Sales Director (Polkomtel), Director in head offices (Polkomtel, PTK Centertel Sp. z o.o., Telekomunikacja Polska S.A.), Executive Director and Management Board Member (Orange Polska S.A.). She is a graduate of the Philology Faculty of the Jagiellonian University, the Academy of Leadership Psychology at Warsaw University of Technology Business School, the Academy of Mentoring and Advanced Management Program at INSEAD. She is a member of  the Responsible Leadership Council, the European Network for Women in Leadership and CEO of LiderShe Association. Furthermore, she is an active mentor in mentoring programs held by Foundation Vital Voices, Foundation Perspektywy etc.
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Witold Drożdż
Management Board Member in charge of Strategy and Corporate Affairs
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Witold Drożdż
Management Board Member in charge of Strategy and Corporate Affairs
Witold Drożdż (born 1974). In Orange Polska since 2012, namely as Executive Director in charge of Corporate Affairs from 2012 to 2018. Since November 2018 Management Board Member in charge of Strategy and Corporate Affairs. From 2010 to 2012 he was Vice-President of the Management Board and then acting President of the Management Board for PGE Energia Jądrowa S.A. From 2007 till 2010 he served as Deputy Minister of the Interior Affairs and Administration, responsible for the development of information society and public records, as well as Chairman of the government Committee “Digital Poland” and a member of the government Committee for Energy Security and the inter-ministerial Committee for Digital TV and Radio Broadcasting.

He was awarded Info-Star (2009), INFOSTAT (2009) and Electronic Economy Ambassador (2008) awards. He is a Member of the Orange Foundation Board and Cooperation and Dialogue Council at Warsaw University.

He graduated in Law and International Relations at the University of Warsaw and has completed the Stanford Executive Program at Stanford University.

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Jolanta Dudek
Management Board Member in charge of Customer Experience
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Jolanta Dudek
Management Board Member in charge of Customer Experience
Ms. Jolanta Dudek (born 1964), Management Board Member in charge of Customer Experience since 2015.

She began her career in telecommunications at PTK Centertel in 2000, holding management positions related to Mass Customer Care and taking part in the development of customer service for the “Idea” mobile network. Between 2004 and 2010, she served as Director of Business Customer Service for the Orange network. In October 2010, she was appointed Director of Mobile Business Customer Service in Orange Customer Service. From November 2013, she was the Executive Director in charge of Customer Care in Orange Polska. Until incorporation of Orange Customer Service into Orange Polska’s main structure in 2016, she served as CEO of Orange Customer Service. She has been responsible for the area of Customer Care and Customer Excellence in Orange Polska since 2014.

She is a graduate of the Faculty of Philology at the University of Silesia and postgraduate studies in European Economy Management with a diploma from French Ecole des Hautes Etudes Commerciales (HEC) and the Warsaw School of Economics (SGH). She is also a graduate of postgraduate studies at the Academy of Leadership Psychology, Warsaw University of Technology Business School. She is also an experienced Lead Auditor of Quality Management System ISO 2002 and Customer Operations Performance Center (COPC®) Co-ordinator.

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Piotr Tadeusz Jaworski
Management Board Member in charge of Network and Technology
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Piotr Tadeusz Jaworski
Management Board Member in charge of Network and Technology
Piotr Tadeusz Jaworski (born 1961), Management Board Member in charge of Network and Technology since November 2018.

From September 2016 he held the position of Executive Director in charge of Network and Technology in Orange Polska. He is a member of the Orange Network Experts Committee.He is also the Chairman of the TP Teltech Supervisory Board as well as the Chairman of the Networks! Supervisory Board.

Piotr Jaworski has worked at Orange Polska (former Telekomunikacja Polska) since 1991, initially as the Technical Manager in the Białystok Technical Unit, then, in the company’s Headquarters, as Director of the Business Customer Relations Department and Regional Executive Director (for South and Central Regions). Between 2007 and 2013, he was the Technical Customer Service Director. Then, until 2016, he worked as the Service Delivery and Maintenance Director, responsible for technical processes of service provision and maintenance (for both Orange customers and alternative operators), network investments (including VHBB FTTH roll-out) and active network maintenance. In 2007-2020, a member of the OPL Ethics Committee. He has been the leader of several projects in customer experience development. He has been involved in charity work for years.

He graduated in electronic engineering from the Warsaw University of Technology and holds MBA qualifications from the University of Gdańsk and the University of Strathclyde in Glasgow.

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Jacek Kowalski
Management Board Member in charge of Human Capital
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Jacek Kowalski
Management Board Member in charge of Human Capital
Mr. Jacek Kowalski (born 1964), the Management Board Member in charge of Human Capital since January 2011.

Previously, from 2009 he was Executive Director in charge of Human Resources at Telekomunikacja Polska (now Orange Polska). He has worked for the Company for over 10 years. He began his career in the Group as Manager of Human Resources in Sales & Marketing at PTK Centertel in 2001. From 2005, he was Branch Director for Employee Competence and Development Management. Earlier, he was Director of the Entrepreneurship and Human Resources School in Infor Training (an Infor Media Group company) and Director of the National In-Service Teacher Training Centre, responsible for the implementation of training programmes supporting the development of education in Poland.

He graduated from the Faculty of History at the University of Warsaw (1989) and completed postgraduate studies in local government and non-governmental organisations management also at the University of Warsaw (1996).

He is a member of the Advisory Board of the Polish Human Resources Management Association.

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Jacek Kunicki
Management Board Member in charge of Finance
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Jacek Kunicki
Management Board Member in charge of Finance
Jacek Kunicki (born 1979) has worked in Orange Polska since 2003 holding a number of managerial positions of growing responsibility within the finance area, in particular he was the Director of Investor Relations from 2010 to 2014 and Orange Polska Group Chief Controller from 2014. Since 31 March 2020 he has held the position of Orange Polska Chief Financial Officer.

Jacek Kunicki is a supervisory board member of Networks! and Teltech entities (part of Orange Polska Group). Before joining Orange, Jacek worked in the finance team of a telecom Energis Polska. He graduated from the Higher School of Management in Warsaw and holds an MBA from the Oxford Brookes University.

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Maciej Nowohoński
Management Board Member in charge of Carriers Market and Real Estate Sales
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Maciej Nowohoński
Management Board Member in charge of Carriers Market and Real Estate Sales
Mr. Maciej Nowohoński (born 1973) has been with Orange Polska since 2003 and held several positions of growing responsibility in finance, including Orange Polska Group Controller in 2006–2014 and Management Board Member in charge of Finance from March 2014 to March 2020.

He was a Member of the Management Board of Emitel from 2010 to 2011 and the Chief Financial Officer of PTK Centertel between 2011 and 2013. Furthermore, he sits on supervisory boards of selected subsidiaries of Orange Polska. Prior to joining the Orange team, he worked for Arthur Andersen and Andersen Business Consulting.

He is a graduate of the Foreign Trade Faculty, Economic University of Poznań and the Dutch HAN University of Applied Sciences in Nijmegen.

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

Since 20 October 2020, the composition of the Supervisory Board of Orange Polska is as follows:

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Maciej Witucki
Chairman of the Supervisory Board
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Maciej Witucki
Chairman of the Supervisory Board
Mr Maciej Witucki (born in 1967) graduated from the Poznan University of Technology. He specialised in logistics and decision-supporting systems. He held post-graduate studies in the field of industrial systems management in Ecole Central Paris (France). He started his business career in Cetelem Bank (Paribas Group) – first in France, then in Poland. From October 2001 he was working in the capacity of the Member of the Management Board while from 2005 – as the President of the Management Board of Lukas Bank (Credit Agricole Group).

He joined Orange Group in 2006: in the years 2006 – 2013 he was the President of the Management Board while on 19 September 2013 he assumed the position of the Chairman of the Supervisory Board at Orange Polska.

In January 2016 he was appointed for the position of the President of the Management Board at Work Service S.A. He is a member of the Supervisory Boards at AXA Polska S.A. and TVN S.A. Since 2010 he has been the President of the Polish and French Chamber of Industry and Commerce (CCIFP). He is the Chairman of the Programme Board of the Polish Civic Forum, Member of the Board of Directors at Atlantic Council of the United States, Member of the Management Board of the Prof. Bronisław Geremek Centre Foundation and the President of the Confederation Lewiatan.

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Ramon Fernandez
Deputy Chairman of the Supervisory Board
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Ramon Fernandez
Deputy Chairman of the Supervisory Board
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”.

Member of the Orange Polska Supervisory Board since October 9, 2014.

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Marc Ricau
Secretary of the Supervisory Board, Member of the Audit and Remuneration Committees
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Marc Ricau
Secretary of the Supervisory Board, Member of the Audit and Remuneration Committees
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.

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John Russell Houlden
Independent Member of the Supervisory Board, Chairman of the Audit Committee
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John Russell Houlden
Independent Member of the Supervisory Board, Chairman of the Audit Committee
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.

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Maria Pasło-Wiśniewska
Independent Member of the Supervisory Board, Chairman of the Remuneration Committee, Member of the Audit and Strategy Committees
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Maria Pasło-Wiśniewska
Independent Member of the Supervisory Board, Chairman of the Remuneration Committee, Member of the Audit and Strategy Committees
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.

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Jean-Marc Vignolles
Member of the Supervisory Board, Chairman of the Strategy Committee, Member of the Remuneration Committee
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Jean-Marc Vignolles
Member of the Supervisory Board, Chairman of the Strategy Committee, Member of the Remuneration Committee
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.

Member of the Orange Polska Supervisory Board since April 20, 2019.

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Henryka Bochniarz
Independent Member of the Supervisory Board, Member of the Strategy Committee
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Henryka Bochniarz
Independent Member of the Supervisory Board, Member of the Strategy Committee
Ms Henryka Bochniarz (born in 1947), in 1971 graduated from the master’s degree economic studies at the Foreign Trade Division of Main School of Planning and Statistics, today referred to as the SGH University. Next, she achieved the doctor’s degree in the field of economics in the Foreign Trade Research Institute (IKC), she also became a chartered management advisor. She was awarded the Fulbright Grant and spent two years researching and lecturing at the University of Minnesota (1985-1987). In 1991, she acted in her capacity of the Minister of Industry and Trade in the government chaired by Jan Krzysztof Bielecki. In 2005, she was a candidate in presidential election in Poland.

Co-founder of the ”Nike” Literary Award for the best book in the years 1997-2003. Vice-President of the Stanisław Witkiewicz Art Foundation supporting Witkacy’s Theatre in Zakopane. She established the “Prymus” Foundation whose aim is to align educational chances of children from rural areas, organizer of the European Forum for New Ideas in Sopot. Supporter of increasing the importance of women’s roles in the public life and in business. Co-maker of the Congress of Women. Laureate of the “Kisiel” Award for independence of thinking and entrepreneurship and Andrzej Bączkowski Award for special contribution to the development of social dialogue in Poland and acting irrespective of political divisions. Awarded with the Commander’s Cross with the Star of Polonia Restituta Order and the Japanese Rising Sun Order (Golden and Silver Star).

From January 1999 to June 2019 she was acting in her capacity of the President of the Polish Confederation Lewiatan – the biggest organization gathering private entrepreneurs in Poland. The Chairwoman of the Confederation Lewiatan Main Council and Vice-President of BUSINESSEUROPE – the biggest organization of employers in Europe. The Chairwoman of the Polish – Japanese Economic Committee operating in order to support Polish and Japanese economic co-operation. In the years 2006-2014 she was the President of the Management Board of Boeing in the Central and Eastern Europe.

Henryka Bochniarz is now the Member of the Supervisory Boards at FCA Poland SA and the Board of Directors at UniCredit S.p.A.

Member of the Orange Polska Supervisory Board since April 12, 2012.

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Thierry Bonhomme
Member of the Supervisory Board, Member of the Strategy Committee
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Thierry Bonhomme
Member of the Supervisory Board, Member of the Strategy Committee
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 and since April 20, 2018.

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Eric Debroeck
Member of the Supervisory Board, Member of the Strategy Committee
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Eric Debroeck
Member of the Supervisory Board, Member of the Strategy Committee
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.

Member of the Orange Polska Supervisory Board since April 11, 2013.

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Mari-Noëlle Jégo-Laveissière
Member of the Supervisory Board
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Mari-Noëlle Jégo-Laveissière
Member of the Supervisory Board
Mari-Noëlle Jégo-Laveissière (born in 1968) holds the position of Orange Deputy CEO in charge of Europe since September 1st 2020. She joined the Orange Group Executive Committee in 2014, as Deputy CEO in charge of Technology and Global Innovation.

She held various executive positions in the Group since she joined the France Telecom Group in 1996: Senior Vice President of International & Backbone Network Factory, Senior Vice President for Research and Development, Vice President for the Home Marketing Division of Orange France, Head of the French Region, where she was in charge of technical & commercial entities for mass markets and business clients.

Mari-Noëlle obtained an engineering degree from Ecole des Mines de Paris. She is a post-graduate in quantum chemistry with a doctor’s degree from the University of Paris XI-Waterloo University and Ecole Normale Supérieure. She is a Board Member of Engie and Valeo, a member of the Médecins du Monde Foundation and President of the School Council of Telecom ParisTech.

Member of the Orange Polska Supervisory Board since October 20, 2020.

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Michał Kleiber
Independent Member of the Supervisory Board, Member of the Remuneration Committee
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Michał Kleiber
Independent Member of the Supervisory Board, Member of the Remuneration Committee
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.

Member of the Orange Polska Supervisory Board since April 12, 2016.

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Patrice Lambert - de Diesbach
Member of the Supervisory Board, Member of the Strategy Committee
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Patrice Lambert - de Diesbach
Member of the Supervisory Board, Member of the Strategy Committee
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.

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Monika Nachyła
Independent Member of the Supervisory Board, Member of the Audit Committee and Strategy Committee
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Monika Nachyła
Independent Member of the Supervisory Board, Member of the Audit Committee and Strategy Committee
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.

Member of the Orange Polska Supervisory Board since April 24, 2019.

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Jean-Michel Thibaud
Member of the Supervisory Board, Member of the Audit Committee
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Jean-Michel Thibaud
Member of the Supervisory Board, Member of the Audit Committee
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.

Member of the Orange Polska Supervisory Board since April 24, 2019.

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

Each year the Supervisory Board evaluates the situation of Orange Polska Capital Group, including the internal control system, risk management, compliance and internal audit.

Supervisory board committees
Shareholders
Interest in the Share Capital (%)
Number of shares held*

* 1 share = 1 vote at AGM

General meeting

Orange Polska S.A. holds an Annual General Meeting, in accordance with Polish company law and the principles of best practice in shareholder communications.

Shareholders are encouraged to take part in the meeting, whether in person, by proxy or by using means of direct remote communication, if such an option is stated in the notice of convening the General Meeting.  Annual shareholders meeting is broadcasted live via online.

In line with the recommendations formulated in the Code of Best Practice for WSE Listed Companies, the General Assemblies are broadcast on the Internet and their video record is published on the corporate website.

Click here to download Regulations of the General Assembly.
Materials related to the Company’s General Assemblies.

Corporate governance for Orange Polska
Best practices
We follow good practices in order to enhance the transparency in our Company, improve the quality of communication with the current and prospective investors, and reinforce the shareholders’ rights protection, also in the matters not regulated by law
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Reports and statements
Since January 1, 2016 Orange Polska S.A. complies with the corporate governance rules described in the document Code of Best Practice for WSE Listed Companies 2016 attached to the resolution no. 26/1413/2015 of the Supervisory Board of the Warsaw Stock Exchange dated October 13, 2015.

For more information about corporate governance on Warsaw Stock Exchange please visit corp-gov.gpw.pl

In compliance with principle I.Z.1.13, please find below our statement on compliance with the corporate governance recommendations and principles enclosed in the Code of Best Practice for WSE Listed Companies 2016.

Every year, together with the annual report, the Company publishes a report on the application of the principles of corporate governance in the given year.

Raports

Statements

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Compliance management
Orange Polska has launched the Compliance Management Programme. Its main objectives are risk identification, incident monitoring as well as initiation and implementation of corrective actions aimed at preventing potential negative effects of non-compliance with legal regulations, good practices or market standards.

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Code of Ethics
The Code of Ethics was adopted in Orange Polska in 2008.

For us, the Code means:

1 A set of standards and values of fundamental importance for our work and reputation, as well as Orange Polska’s relationship with shareholders, customers, employees, suppliers, competition and the environment in which we operate;

2 Attitudes and behaviours which are most desired and expected by our customers, shareholders, business partners and local communities;

3Our Code of Ethics has been based on the fundamental principles formulated in the Universal Declaration of Human Rights, International Labour Organisation’s recommendations as well as OECD’s anti-discrimination and anti-corruption guidelines.

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ESG Index of WSE
WSE ESG Index and FTSE Russell ESG Ratings Index, Orange Polska S.A. shares listed on the Warsaw Stock Exchange (WSE), are included in the WIG-ESG index since its foundation in 2019. The WIG-ESG index comprises in its portfolio companies from the Warsaw Stock Exchange considered socially responsible, i.e. those that follow the principles of socially responsible business, in particular in the field of environmental, social, economic and corporate governance issues. Previously, Orange Polska shares were included in the RESPECT Index, which grouped companies from the Warsaw Stock Exchange in its portfolio that ranked highest in terms of Corporate Social Responsibility. The RESPECT Index was published from 2009 to 2019. Orange Polska S.A. It is listed in the global FTSE Russell ESG Ratings Index, which takes into account the ESG (environmental, social and management) results of registered companies.
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Diversity management in Orange Polska
We have adopted the Diversity Management Policy, which aims to:

  • Create a work environment open to diverse mindsets;
  • Build a corporate culture deriving strength from diversity;
  • Ensure proper conditions of employee development;
  • Support the empowerment of all employees;
  • Improve the quality of HR management within the Company.

The implementation of this policy is a responsibility of the Committee for Workplace Diversity and Gender Equality in Orange Polska.

Orange Polska holds the Gender Equality European and International Standard (GEEIS) certificate. It is also a signatory to and a guardian of the Diversity Charter in Poland.

One of the Company’s priorities is to ensure equal access for men and women to managerial positions. Our goal is to increase the number of women in leading positions, and we have adopted the standard of nominating candidates of both sexes in the recruitment and succession rules. Orange Polska follows a policy of appointing persons with appropriate competence, professional experience and education to the Company’s Boards.

 

Women and men share in the Management Board and Supervisory Board of Orange Polska S.A.

 

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Whistleblowing
Orange Polska attaches great importance to the concept of whistleblowing as a tool which enables its employees to submit in a safe and fully anonymous manner any comments or doubts related to potential fraud or offence in the Company and report cases of broadly understood wrongdoing among employees. Such cases may be reported through dedicated channels, particularly to the Ethics Committee’s special e-mail box, (zapytaj.etyka@orange.com). Owing to this solution, whistleblowers who report fraud in good faith are guaranteed confidentiality and non-retaliation.
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Auditors
Ernst & Young Audyt Polska Sp. z o.o. Sp. Komandytowa (Rondo ONZ 1, 00-124 Warsaw) is authorised to audit the standalone financial statements of Orange Polska and consolidated financial statements of the Orange Polska Group. Half-year financials statements are subject to a review by the auditors, whereas the annual financial statements are subject to an audit.

For the description of a procedure for changing the Company’s auditors click here.

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Significant transations with related parties
On this page Orange Polska SA. discloses information on significant transactions with related parties (according to article 90i of The Law of July 29, 2005 on public offering and the conditions for introducing financial instruments to the organised trading system and on public companies) in IFRS Consolidated Financial Statements of Orange Polska Group (note 30.2 Related party transactions) – see Results centre or in current reports see: News and current reports.
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