Corporate governance

Management Board EN

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.

The members of the Supervisory Board were appointed for a joint term on June 29, 2021. The Ordinary General Meeting of the Issuer on June 28, 2024, adopted a resolution to appoint Mr. Wojciech Napiórkowski as a member of the Company’s Supervisory Board. The competencies of the Supervisory Board are described in the Articles of Association of Voxel SA, while its operating procedures are outlined in the Supervisory Board Regulations.

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.

Mrs 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.

Mr 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.

Wojciech Napiórkowski – Member of the Supervisory Board

An experienced stock market investor with over 20 years of experience in international Private Equity funds. Many years of active membership on the Supervisory Boards of public companies, including participation in audit committees. Strong focus on success, setting ambitious goals, and achieving them. Extensive experience in the following sectors: healthcare and biotech, computer and mobile gaming, real estate development, media, and internet.

Graduate of the Faculty of Law at the University of Warsaw (graduated with honors), holds a Master of Business Administration (MBA) from London Business School and Warsaw School of Economics, is a Certified Financial Analyst (CFA) – Level 3, and completed the British and European Law course by Cambridge University with distinction.

Name First meeting date Member if the Audit Committee Independence in accordance with Good 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
Vladimir Ježik 17.05.2018
Wojciech Napiórkowski 09.07.2024 Yes Yes Yes

C – Chair

Audit Committee

The members of the Audit Committee were elected by resolution of the Supervisory Board No. 29/2024 of July 9, 2024. The Audit Committee consists of 3 (three) members:

  • Mr Wojciech Napiórkowski – Chair of the Audit Committee,
  • Mrs Martyna Liszka-Białek – Member of the Audit Committee,
  • Mr Jakub Kowalik – Member of the Audit Committee.

The Chairman of the Audit Committee, Mr. Wojciech Napiórkowski, has knowledge and skills in the field of accounting and auditing financial statements. He was elected Chairman of the Audit Committee by the resolution of the Audit Committee of August 19, 2024. Member of the Audit Committee – Ms. Martyna 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

Sprawozdania Rady Nadzorczej za rok 2024

Sprawozdania Rady Nadzorczej za rok 2023

Sprawozdania Rady Nadzorczej za rok 2022

Sprawozdania Rady Nadzorczej za rok 2021

Sprawozdania Rady Nadzorczej za rok 2020

Sprawozdania Rady Nadzorczej za rok 2019

Sprawozdania Rady Nadzorczej za rok 2018

Sprawozdania Rady Nadzorczej za rok 2017

Sprawozdania Rady Nadzorczej za rok 2016

Sprawozdania Rady Nadzorczej za rok 2015

Sprawozdania Rady Nadzorczej za rok 2014

Sprawozdania Rady Nadzorczej za rok 2013

Sprawozdania Rady Nadzorczej za rok 2012

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 3,930,640 37.43% 6,930,740 51.33%
PZU S.A. Investment Funds Company 1,533,479 14.60% 1,533,479 11.36%
Allianz Polska S.A. General Pension Society 684,633 6.52% 684,633 5.07%
Other (free-float) 4,353,848 41.45% 4,353,848 32.24%
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

  • 2026
  • 2024
  • 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 2021. 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 2023  were audited by KPW Audyt sp. z o.o., based in Łódź, listed under number 4116 in the register of audit firms.

According to § 27, section 2, point 1 of the Articles of Association of Voxel SA, the selection of the statutory auditor for auditing the Company’s financial statements falls within the competencies of the Supervisory Board. The selection of the audit firm for the review and audit of the consolidated financial statements of the Voxel Capital Group, as well as the review and audit of the standalone financial statements of Voxel S.A. for the years 2023-2025, was made by a resolution of the Supervisory Board of the Parent Company on May 37, 2023.

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

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

Information on contracts with the audit firm and the 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.

Announcements

Related party transactions

In accordance with the provisions of the Act on Public Offerings, the conclusion by a listed company of a significant transaction with a related party (within the meaning of IAS 24) requires the approval of the Supervisory Board. A material transaction is defined in the Act on Public Offerings as a transaction whose value exceeds 5% of the total assets as determined on the basis of the public company’s most recent approved financial statements.

No such transactions took place in 2022 or 2023.

Dematerialisation on shares

Below is the text of the tender offer for shares in VOXEL SA dated 30 September 2020

The Management Board of VOXEL SA, with its registered office in Kraków (hereinafter: ‘the Company’), acting pursuant to Article 16(1) of the Act of 30 August 2019 amending the Commercial Companies Code and certain other Acts (Journal of Laws of 2019, item 1798, as amended), calls upon the Company’s shareholders to submit their share certificates for the purpose of dematerialising the shares and registering them with Krajowy Depozyt Papierów Wartościowych S.A.

Share certificates should be submitted to the Company’s Management Board Office, located at: ul. Ceglana 35, 40-514 Katowice, which is open on working days from 8.00 am to 4.00 pm. Share certificates will be accepted in exchange for a written receipt issued to the shareholder.

Voxel’s tax strategy