Corporate governance

Management Board

According to Articles of Association Management Board of Voxel S.A. may count from 1 (one) to 3 (three) members. Members of the Management Board are appointed for a joint term in office for 4 (four) years.

Members of the Management Board were appointed for a joint term on August 19, 2020. The competences of the Management Board are defined in the Articles of Association of Voxel S.A., while the way of conduct of the Management Board is described in the Regulations of the Management Board.

Jarosław Furdal

President of the Management Board

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Grzegorz Rutkowski

Executive Vice-President of the Management Board

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Supervisory Board

In accordance with the Articles of Association, the Supervisory Board of Voxel S.A. can consist of 5 (five) to 7 (seven) persons. Members of the Supervisory Board are appointed for a joint term in office of 5 (five) years.

Members of the Supervisory Board were appointed for a joint term in office on June 29, 2021. The powers of the Supervisory Board are described in the Articles of Association of Voxel S.A., while the way of conduct is described in the Regulations of the Supervisory Board.

Mr Jakub Kowalik – Chair of Supervisory Board

Mr Jakub Kowalik graduated from the Faculty of Law at the Silesian University in Katowice. In 2005, he completed his training as an attorney-at-law and was admitted to the Bar Association in Katowice. Since 2006 he is a general partner in the Law Firm Bagier, Kowalik, Mączka i Wspólnicy Sp. k. and ownerof the Law Firm Jakub Kowalik.

From 2004 to 2006 he practiced as an attorney at Cyran, Sasiak i Wspólnicy sp. k. He specialises in civil, economic and commercial law, as well as in criminal commercial law, legal advice to the Management and Supervisory Boards of holding/Limited companies. Through several years of practice, Mr Kowalik gained experience in providing comprehensive legal services to business entities, including those from the healthcare industry.

Mr Jakub Kowalik meets the independence criteria referred to in Rule II.Z.4 of the Code of Best Practice for WSE Listed Companies 2016.

Mrs Martyna Liszka-Białek – Member of the Supervisory Board

Mrs Martyna Liszka-Białek is a graduate of the University of Economics in Cracow in the field of Finance and Accounting, specialization – investment banking and the University of Economics in Katowice in the field of Finance and Banking, specialization – financial analyst. In 2008, Ms Martyna Liszkacompleted an internship at Rubicon Partners Dom Maklerski S.A., and then in 2011 an internship at Dom Maklerski IDM S.A. in the Capital Operations Department. In 2019, she graduated from the Faculty of Medicine of the Medical University of Silesia in Katowice. In 2021, she began her residency in the field of Radiology and Imaging Diagnostics.

Mrs Martyna Liszka-Białek does not meet the independence criteria referred to in principle II.Z.4. Of Best Practice for WSE Listed Companies 2016.

Ms Magdalena Pietras – Member of the Supervisory Board

Ms Magdalena Pietras is a graduate of the Faculty of Law at the University of Luxembourg – major in International Financial Law. Since 2011, she has been the Director of Voxel International S. a. L. In 2020, she received an MBA from Luxembourg School of Business. From 2018, he professionally supports the Voxel Capital Group in the field of business development. Previously, she cooperated with the Bonn Steichen & Partners law firm, where she specialized in law of investment funds and commercial companies law. In 2014-2015 she was associated with Atlantic Fund Services S. A. – administration of investment funds. Ms. Magdalena Pietras has previously completed numerous internships, including Lee Hishammuddin Allen & Gledhilll – Kuala Lumpur – international tax structures department, Deloitte Luxembourg – Cross Border M&A department.

Ms Magdalena Pietras does not meet the independence criteria referred to in principle II.Z.4. Of Best Practice for WSE Listed Companies 2016.

Pan Vladimir Ježik – Member of the Supervisory Board

Mr. Vladimir Ježik is a graduate of the Medical Faculty of the University of Martin (Slovakia) and holds a PhD in medical sciences. As part of his professional career: since 1999 he has been employed as a surgeon at the Považská Bystrica Hospital, since 2003 he has been employed as a Director at KLINICKÁ BIOCHÉMIA s.r.o., since 2006 he has been employed as a consultant at MEDCENTRUM s.r.o. in Žilina, since 2017 he has been a member of the Supervisory Board of Pro diagnostic a.s.

Mr. Vladimir Ježik does not meet the independence criteria referred to in principle II.Z.4. of Best Practice for WSE Listed Companies 2016.

Ms Katarzyna Galus – Member of the Supervisory Board

Since 2017, she has been Director of the Foreign Companies Supervision Office at PZU S.A./ PZU Życie S.A., responsible for the PZU Group’s foreign entities in Lithuania, Latvia, Estonia and Ukraine. In the Baltic States, she serves as Chair of the Supervisory Boards of the insurance companies: Lietuvosdraudimas, PZU Lietuva Gyvybes draudimas and AAS Balta.

She has seventeen years of experience in corporate governance, equity investments and group management. For most of her professional work she has been connected with the banking sector, where she performed managerial functions in the area of capital investments, capital group management and in the bodies of capital companies (PKO BP SA Group – Director of the Department of Capital Investments, PKO BP BANKOWY PTE S.A. – Member of the Management Board, BOŚ SA – Director of the Office of Capital Investments and Corporate Governance, Proxy of BOŚ Invest Management sp. o.o., BFG).

In the years 2003 -2017, she was a member of the Supervisory Board in many entities, including companies from the financial sector, KREDOBANK SA, Dom Maklerski BOŚ, as well as in regulated companies – Stalexport Autostrady SA, Przedsiębiorstwo Wodociągów i Kanalizacji “WODKAN” z/s in Ostrów Wielkopolski.

In the medical industry, from 2008 to 2012 she acted as an independent member of the Supervisory Board of Polfa sp. z o.o. – CIECH SA Capital Group.

Graduated from the Faculty of Law and Administration at the University of Warsaw (cumma sum laude), postgraduate studies in Enterprise Management at the Warsaw School of Economics (SGH) in Warsaw, postgraduate studies in Banking and Finance at the Warsaw University of Life Sciences (SGGW) in Warsaw. She passed the exam for candidates for members of supervisory boards in State Treasury companies (2003).

Ms Katarzyna Galus meets the independence criteria referred to in principle II.Z.4. of Best Practices for WSE Listed Companies2016.

Name and surname Data of first appointment Member if the Audit Committee Independence in accordance withBest Practice of WSE 2021 Independence in accordance with Act on Statutory Auditors (…)
Jakub Kowalik (C) 23.06.2016 Yes Yes Yes
Martyna Liszka-Białek 23.06.2016 Yes
Magdalena Pietras 23.06.2016
Katarzyna Galus 29.06.2021 Yes (C) Yes Yes
Vladimir Ježik 17.05.2018

C – Chair

Audit Committee

The Audit Committee functions at Voxel S.A. since September 15, 2017. The members of the Audit Committee were selected by the Supervisory Board of Voxel S.A. Resolution No. 22/2017. The Audit Committee is composed of 3 (three) members:

  • Ms Katarzyna Galus – Chair of the Audit Committee,
  • Mrs Martyna Liszka-Białek – Member of the Audit Committee,
  • Mr Jakub Kowalik – Member of the Audit Committee.

Chair of the Audit Committee – Ms Katarzyna Galus possessesknowledge and skills in the field of accounting and auditing of financial statements. Member of the Audit Committee – MsMartyna Liszka-Białek has knowledge and skills in relation to the industry in which the Company operates.

The functioning of the Audit Committee is described in the Regulations of the Audit Committee.

Supervisory Board Reports

Supervisory Board reports for years 2012

Supervisory Board reports for years 2013

Supervisory Board reports for years 2014

Supervisory Board reports for years 2015

Supervisory Board reports for years 2016

Supervisory Board reports for years 2017

Supervisory Board reports for years 2018

Supervisory Board reports for years 2019

Shareholders

Below we present the shareholding structure of Voxel S.A. divided into number of shares and votes. We also present details of the division of share capital into series.

10 502 600
Number of shares

13 502 700
Number of votes

Shareholders Number of shares Share in equity Number of votes Share in votes on GM
Voxel International S.a.r.l. based in Luksemburg 5,184,856 49.37% 8,184,956 60.62%
PZU S.A. Mutual Fund 1,533,479 14.60% 1,533,479 11.36%
Allianz Polska S.A. Open Pension Fund 682,645 6.50% 682,645 5.06%
Other (free-float) 3,101,620 29.53% 3,101,620 22.96%
Total 10,502,600 100.00% 13,502,700 100.00%

Shareholders

Share series Number of shares Type of shares Number of votes
A series 2,000,100 Registered shares, privileged 2:1 in terms of votes 4,000,200
B series 1,000,000 Registered shares, privileged 2:1 in terms of votes 2,000,000
C series 1,000,000 Bearer shares 1,000,000
D1 series 244,200 Bearer shares 244,200
D2 series 246,300 Bearer shares 246,300
D3 series 30,000 Bearer shares 30,000
E series 500,000 Bearer shares 500,000
F series 500,000 Bearer shares 500,000
G series 1,000,000 Bearer shares 1,000,000
I series 2,212,000 Bearer shares 2,212,000
J series 1,000,000 Bearer shares 1,000,000
K series 670,000 Bearer shares 670,000
L series 100,000 Bearer shares 100,000
Total 10,502,600 13,502,700

Nominal value of all shares comes at PLN 1.00. 

General Shareholder Meetings

The competences of the General Meeting of Shareholders are defined in the Articles of Association of Voxel S.A. Rules for participation in the General Meeting of Shareholders of Voxel S.A. are specified in the Regulations of the General Meeting of Shareholders.

Below, we present the content of the announcements on convening the General Meeting of Shareholders, draft resolutions and documents submitted to the General Meeting of Shareholders, as well as model powers of attorney.

In all matters related to the General Meeting of Shareholders, please contact us by e-mail: biuro@voxel.pl.

Year
  • 2022
  • 2021
  • 2020
  • 2019
  • 2018
  • 2017
  • 2016
  • 2015
  • 2014
  • 2013

Best Practice of WSE Listed companies

Best Practices of WSE Listed Companies 2016 is a set of rules and recommendations regarding corporate governance to which issuers of shares admitted to trading on the regulated market of the WSE are subject, including Voxel S.A. In relation to the detailed principles of the Best Practices, the comply or explain formula applies. Permanent non-application of a given rule or its incidental non-application creates an obligation on the part of the company to immediately inform about this fact.

Below we present documents related to the Best Practice of WSE Listed Companies 2016. Annual statements on the application of corporate governance are part of the Report on Operations of the Management Board of Voxel S.A. and Voxel S.A. Capital Groupand are presented in the Investor’s Zone.

 

ikona Information on the status of application of Best Practice of WSE Listed Companies 2021

ikona Statement of Voxel S.A. Management Board

Auditor

The separate and consolidated financial statements of Voxel for the years 2018-2020 have been audited by UHY ECA Audyt Spółka z ograniczoną odpowiedzialnością Sp. k. with its seat in Warsaw, entered on the list of auditing companies under number 3115.

Pursuant to § 27 sec. 2 point 1 of the Articles of Association of Voxel S.A. the appointment of a certified auditor to audit the Company’s financial statements is within the competence of the Supervisory Board. The auditing company was selected to audit the consolidated financial statements of the Capital Group by a resolution of the Supervisory Board of the Parent Company ofMay 30, 2018. Voxel S.A. has been cooperating with the current auditing company for two years. Additionally, on the basis of the Supervisory Board resolution of June 15, 2020, the auditor was selected for audit and review of financial statements for the years 2020-2021.

In its activities, the Company complies with the provisions of the Act of May 11, 2007 on statutory auditors, audit firms and public supervision.

When selecting a statutory auditor, the Supervisory Board follows the recommendations of the Audit Committee and the Policy of selecting a statutory auditor.

Information on contracts with an audit firm and remuneration for its services can be found in the annual reports.

Corporate documents

Articles of Association


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Regulations of the Management Board


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Regulations of the Supervisory Board


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Regulations of General Shareholder Meeting


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Regulations of the Audit Committee


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Remuneration policy and reports

In accordance with the Act on public offering (…) amended in November 2019, below we present the Remuneration Policy for the Management Board and Supervisory Board of Voxel S.A. along with reports on remuneration. In addition, we also present information on incentive programs for shares.

Below we present the Remuneration Policy for the Management Board and Supervisory Board of Voxel S.A., which was adopted by the resolution of the General Meeting on August 19, 2020.

Remuneration policy

 

According to the Remuneration Policy, Voxel S.A. may award the members of the Management Board with share-based incentive programs. Currently, the Company does not have such programs. The stock option program operated at Voxel S.A. in the years 2009 – 2011. It was approved by the Extraordinary General Meeting of Voxel S.A. on November 30, 2007. The aim of the Program was to create mechanisms for the Company to motivate employees, associates and consultants to activities ensuring long-term growth of the Company’s value as well as stabilization of the workforce and managerial personnel. Subscription warrants were available for Program participants, which entitled them to acquire no more than 550,000 ordinary registered shares of the Company, series D1, D2 and D3. As a result of the Program, 520,500 shares were issued (D1: 244,200, D2: 246,300, D3: 30,000).

Announcements

Related party transactions

Pursuant to the provisions of the Act on Public Offering, the conclusion by a listed company of a significant transaction with a related party (as defined in IAS 24) requires the consent of the Supervisory Board. A material transaction has been defined in the Act on Public Offering as a transaction whose value exceeds 5% of the total assets determined on the basis of the most recent approved financial statements of a public company.

There were no such transactions in 2020 and 2021.

Dematerialisation on shares

The following is the content of the tender offer for VOXEL S.A. shares dated September 30, 2020

The Management Board of VOXEL S.A. with its registered office in Cracow (hereinafter: the “Company”), pursuant to Article 16(1) of the Act of August 30, 2019 amending the Code of CommercialCompanies Code and certain other acts (Official Journal of Laws of 2019, item 1798, as amended), calls on the Company’s shareholders to submit the Company’s share documents in their possession for the purpose of dematerialisation of the shares and their registration with the National Depository for Securities S.A.

The share documents should be submitted to the Office of the Company’s Management Board, at: Ceglana 35 St., 40-514 Katowice, open on working days from 8:00 a.m. to 4:00 p.m. Submission of the share documents will take place against a written receipt issued to the shareholder.