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.
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
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
Liczba akcji
13 502 700
Liczba głosów
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.