Management principles – corporate governance and organisational culture

PSE is a sole shareholder company of the State Treasury, operating in the form of a joint-stock company with its headquarters in Konstancin Jeziorna at ul. Warszawska 165. The company has been operating as an independent transmission system operator for 16 years.

The sole shareholder of PSE is the State Treasury whose powers are exercised by the Government Plenipotentiary for Strategic Energy Infrastructure. In both subsidiaries of PSE CG, i.e. PSE Inwestycje and PSE Innowacje, the role of the general meeting of shareholders is served by the Management Board of PSE through designated attorneys-in-fact.

Corporate oversight over the company's activities is exercised by the Supervisory Board. The Members of the Supervisory Board are appointed for the 3-year term of office by the General Meeting acting through the Government Plenipotentiary for Strategic Energy Infrastructure.

The SB acts on the basis of the Commercial Companies Code and other provisions of law, the Company’s Articles of Association, GM resolutions and the SB By-Laws it adopts.

Composition of the Supervisory Board as at the Report publication date :

1. Paweł Łatacz – Chairman of the Supervisory Board
2. Marcin Czupryna – Deputy Chairman of the Supervisory Board
3. Paulina Mielcarek – Secretary of the Supervisory Board
4. Ksenia Ludwiniak – Member of the Supervisory Board
5. Tadeusz Skobel – Member of the Supervisory Board

Composition of the Management as at the Report publication date :

1. Eryk Kłossowski – President of the Management Board
2. Jarosław Brysiewicz – Vice-President of the Management Board
3. Jakub Kozera – Vice-President of the Management Board
4. Włodzimierz Mucha – Vice-President of the Management Board
5. Tomasz Sikorski – Vice-President of the Management Board

The Management Board of PSE manages its affairs and represents it in all judicial and non-judicial proceedings. Members of the Management Board are appointed for a 3-year term of office by the GM or the SB.

The Management Board acts on the basis of the Commercial Companies Code and other provisions of law, the Company’s Articles of Association, GM resolutions and Management Board By-Laws adopted by the Management Board and approved by the SB.

The Management Board, indicating the scope of rights and responsibilities, has established Committees for carrying out regular surveillance and coordination of activities in the areas of particular importance for the company. The committees, as opinion-giving, advisory and decision-making bodies, support the Management Board in the set areas.

The Committees are composed of the President and Vice Presidents of the PSE Management Board in charge of a given area and heading relevant units as well as subject-matter experts:

• Investment Committee – the area of investment process management at PSE CG and taking key decisions on projects from PSE’s Project Portfolio assigned to programmes implemented by the Committee. The Committee is chaired by the President of the Management Board;
• Standardisation Committee – the area of approving the technical and technological standards in force at PSE CG; The Committee is chaired by the Vice-President of the Management Board supervising the unit responsible for determining the aforementioned standards;
• Security Committee – the area of maintaining and improving physical, ICT and cyber-security at PSE CG. The Committee is chaired by the President of the Management Board;
• Data Governance Committee – the area of data management. The Committee is chaired by the President of the Management Board;
• GRI 103-2 Innovation Committee – the area of adequacy and continuity of implementation of R&D projects. The Committee is chaired by the Vice-President of the Management Board supervising the unit responsible for research and development;
• REMIT Committee – the area of coordination of the implementation of duties arising from Regulation (EU) No 1227/2011 of the European Parliament and of the Council of 25 October 2011 on wholesale energy market integrity and transparency (REMIT). The Committee is chaired by the Vice-President of the Management Board supervising the unit responsible for communication;
• Network Codes Implementation Committee – the area of regular supervision and coordination of PSE’s activities involving the implementation of the rights and obligations arising from the Network Codes and Guidelines – regulations issued under Articles 6 and 18 of Regulation No. 714/2009 of the European Parliament and the Council (EC) of 13 July 2009 on conditions for access to the network for cross-border trade in electricity and repealing of Regulation (EC) No 1228/2003 (OJ L 211/15). The Committee is chaired by the Vice-President of the Management Board supervising the unit responsible for the international cooperation area;
• GRI 103-2 Social Activities Committee – the area of corporate social responsibility at PSE CG. The Committee is chaired by a Vice President of the Management Board;
• GRI 103-2 Cybersecurity Committee – the area of coordinating ICT security and cybersecurity at PSE CG. The Committee is chaired by the President of the Management Board;
• GRI 103-2 System Management Department Committee – the following areas:
  • coordinating and supervision the work of the System Management Department, in particular the effective integration of different types of activity performed by the department, i.e. those related to technical and market issues, and decision-making support tools.
  • policy creation and effective integration of project and operational activities,
  • taking key decisions arising power sector transformation process, which require collective decisions within DO.
    
    The Committee is chaired by the Managing Director of the System Management Department.

There are special functions appointed at the company to perform specific tasks. The existence of most of them results directly from the requirements of relevant standards.

Our company has an compliance system in place, aimed at ensuring the compliance of the company's operations with law provisions, internal regulations and ethical standards. One of the main functions of compliance is supporting the protection of the company, its employees and management bodies against threats in terms of reputation, conflict of interest and protection of market participants.

We have adopted the “zero tolerance” policy for all kind of fraud and misconduct, defined as both situations such as receiving monetary benefits from service providers, theft, disclosure of business secrets, and other unacceptable behaviour, such as mobbing and harassment. Each PSE employee is obliged to unconditionally comply with the “zero tolerance” principle for such behaviour.

The employees have the possibility to report any abuses anonymously to the email address and contact telephone number of the Compliance Officer provided in the Intranet.

At PSE, our anti-corruption system relies on a set of detailed internal regulations such as the Compliance Policy, which governs anti-corruption issues within the company, conflict of interest, and the Gift Policy, as well as the Corruption and Fraud Risk Counteracting Manual, which governs a system of responding to corruption incidents in the company.

GRI 103-2
As part of anti-corruption activities at PSE:

• The Corruption and Fraud Risk Counteracting Manual has been implemented, which presents clear and transparent rules of procedure to be followed in the event of the risk of corruption, fraud or potential conflict of interest. The document is an element of the company’s business security and it is intended to ensure comfort for employees in increased risk situations,
• The Management Board verifies the effectiveness of the anti-corruption system in place at the company on an ongoing basis,
• The Management Board has set up the position of the Management Board’s Representative for Anti-corruption within the organisational structure, based at the Security Department,
• Issues related to the risk of conflict of interest have been regulated.

As part of anti-corruption measures, our company provides cyclic anti-corruption training to PSE employees. In 2019, five corruption prevention training events were held in our organisation. Four of them were dedicated to employees performing capacity auctions and one to managers and personnel involved in the strategic project Programme 9 – Harmony Link HVDC Interconnection between Poland and Lithuania.

Anti-corruption and fraud prevention training is also a permanent feature of the Compass for Start training provided to PSE’s new employees. Such training was completed by 100 percent of PSE’s new hires in 2019. The participants were acquainted with the ways of handling corruption issues, mainly the ways of reporting such issues faced in performing their responsibilities.

In addition, the company:

• analyses specific business areas in order to diagnose and counteract potential corruption threats,
• publishes educational and legal information for PSE employees on its intranet pages,
• monitors corruption threats and regulatory changes in the field of counteracting corruption crime.

Operational Programme Infrastructure and Environment, irregularities or fraud cases can also be reported directly to the Ministry of Investment and Development. Fraud can be reported by email: naduzycia.POIS@mir.gov.pl or using the form published at: www.pois.gov.pl/strony/zglaszanie-nieprawidlowosci.

All members of the Management Board of PSE have accepted the anti-corruption arrangements adopted at our company and are kept informed about the fulfilment of tasks by the Representative for Anti-corruption and the Security Department Director.

The Compliance Policy related to anti-corruption and the anti-corruption procedures in force at the organisation have been communicated to all individuals working for PSE.

In each (new or annexed) contract , our business partners are informed through relevant contractual clauses about the “Zero tolerance for corruption and fraud” standard adopted by PSE. This means that in each case they commit themselves to preventing corruption offences and affirm that no such fraud is, or will ever be, tolerated in the course of their activities under the contract. The rules of the anti-corruption system in place at PSE are communicated in writing to all suppliers and business partners of the company. In addition, in 2014, the Management Board of PSE introduced a system of multi-stage contract analysis. Contracts are checked, among other aspects, for potential irregularities at the design stage, and then again just before approval. In addition, our business partners are subjected to stringent assessment. This way, a consistent system has been established in the company, which minimises the risk of corruption.