Current Report no. 33 (2013)
Registration in National Court Register the amendments to the Bank Zachodni WBK S.A. Statutes, as adopted by the Annual General Meeting of Bank Zachodni WBK S.A.
Bank Zachodni WBK S.A. advises that on 3 June 2013 it was informed that on 3 June 2013 the District Court for Wrocław-Fabryczna, VI Commercial Section of the National Court Register entered into the National Court Register the changes in the BZWBK Statutes approved by the Annual General Meeting on 17th April 2013 (ref. WR.VI NS-REJ.KRS/9621/13/298).
Previous wording of § 25 clause 2:
„§25.2. At least two members of the Supervisory Board should meet the criteria of being independent from the Bank and entities with significant connections with the Bank. The criteria of independence of Supervisory Board members are defined in the Terms of Reference of the Bank's Supervisory Board, according to the criteria defined in the Code of Good Practice of the Companies Enlisted in the Warsaw Stock Exchange.”.
Amendment of § 25 clause 2:
㤠25.2. At least one half of the members of the Supervisory Board will have the status of independent members. An independent member of the Supervisory Board is a person who meets all the following conditions:
1) not to be a member of the Management Board of the Bank or an associated company, and not having been in such a position for the previous five years;
2) not to be an employee of the Bank or an associated company, and not having been in such a position for the previous three years;
3) not to receive, or have received, significant additional remuneration from the Bank or an associated company apart from a fee received as the member of the Supervisory Board;
4) not to be or to represent in any way the controlling shareholder(s);
5) not to have, or have had within the last year, a significant business relationship with the Bank or an associated company;
6) not to be, or have been within the last three years, partner or employee of the present or former external auditor of the Bank or an associated company;
7) not to be a member of the management board in another company in which a member of the Management Board of the Bank is a member of the supervisory board, and not to have other significant links with the members of the Management Board of the Bank through involvement in other companies or bodies;
8) not to have served on the Supervisory Board as a member for more than 12 years;
9) not to be a close family member of a member of the Management Board of the Bank, or of persons in the situations referred to in points 1) to 8);
10) not to have factual and material connections with a shareholder who holds at least 5% of total votes at the General Meeting of Shareholders of the Bank.”.
Full text of the amended Bank's Statutes is appended hereto.
Documents and Downloads
Statute PDF 164 KB Uruchomi się w nowym oknie
Legal basis:
§38 section 1 point 2 of Finance Minister Resolution of 19 February 2009 on current and financial information provided by securities issuers and conditions governing recognition of information required under regulations of a non-member state.