Supervisory Board

The Supervisory Board operates in accordance with the Polish Corporate Law and the Company Articles of Association. The responsibilities of the Board include overseeing the activities of Company. The Supervisory Board performs its duties inter alia by issuing recommendations and adopting resolutions.

The Supervisory Board of CD PROJEKT S.A. is made up of the following five persons:

Katarzyna Szwarc – Chairwoman of the Supervisory Board, member of the Audit Committee

Began her professional career in 2003 as a legal assistant at the Board Office of Mennica Polska S.A., with a registered office in Warsaw, where, in 2006-2007 she acted as a legal expert, while in 2007-2010 – as a legal department manager. Between 2010 and 2018 she was the legal department director of Mennica Polska S.A. Between March 2008 and April 2009 and between December 2009 and April 2013 she was Secretary of the Supervisory Board of Centrum Nowoczesnych Technologii S.A. with a registered office in Sosnowiec (formerly Energopol Południe S.A.) In 2007 she was appointed Chairwoman of the Supervisory Board od CD PROJEKT S.A. (which, until 2011, operated under the name Optimus S.A.) In 2008 she became Secretary, and in June 2018 – Chairwoman of the Supervisory Board of Newag S.A. Since January 2013 Katarzyna Szwarc is also a member of the Supervisory Board of Fundusz Inwestycji Polskich TFI S.A. with a registered office in Warsaw. She is a graduate of the Warsaw University Faculty of Law and Administration and of IESE Business School, University of Navarra – Advanced Management Program. Katarzyna Szwarc is a registered solicitor, affiliated with the Warsaw District Chamber of Solicitors.

Ms. Szwarc does not engage in competition with the Issuer’s enterprise, and holds no membership of any official body of any entity which engages in competition with the Issuer. Ms. Szwarc is not listed in the National Registry of Insolvent Debtors, maintained in compliance with the National Court Registry Act.

 

Piotr Pągowski* – Deputy Chairman of the Supervisory Board, independent member of the Audit Committee

Graduated from the Warsaw Technical University, majoring in Electronics. Piotr Pągowski has worked for the IT industry since 1993. He began his career at Baza Sp. z o.o. and Westwood. In 1995 he joined Intel, assuming responsibility, among others, for the company’s development strategy in Central and Eastern Europe. Between 2006 and 2011 he worked for Microsoft and was charged with overseeing activities on the Polish consumer market, including the launch of the Xbox 360 gaming console and development of online services. In the 2011-2015 period, as Board Member of HP Poland he directed the company’s personal computers division, which – following a reorganization – became the personal computers and printing devices division. Currently, he acts as a Member of the Board of Solwit SA, a company that provides software-related services for clients in various industries. Mr Pągowski is also affiliated with the Black Pearls VC investment fund as Chairman of its Supervisory Board. He engages in mentoring activities related to technical innovation, and supports innovative projects as an early-stage investor.

 

Maciej Nielubowicz – Secretary of the Supervisory Board, member of the Audit Committee

Graduated from the Warsaw University Faculty of Management, majoring in Accounting and Finance. Recipient of a SAIPEKS scholarship facilitating his employment in South Korea at AIG General Insurance and Ajin Extek, as well as studies at Kyungpook National University in Daegu. Between 2009 and 2015 he worked at Deloitte in the Financial Audit Department – Financial Services Industry team, where his tasks included reviews and audits of financial statement under Polish Accounting Standards and International Accounting Standards, as well as assessing compliance with the Sarbanes-Oxley Act and due diligence requirements. Since 2015 he has been affiliated with Grupa Generali Polska, where in 2018 he became Director of the Internal Audit Bureau at insurance companies grouped under the Concordia Ubezpieczenia brand.

 

Michał Bień* – member of the Supervisory Board, Chairman of the Audit Committee

Graduated from the Faculty of Law and Administration at the University of Warsaw in 1996. In 2001 he became a licensed solicitor and member of the Warsaw District Chamber of Solicitors, and later on – an attorney affiliated with the Warsaw Bar Association. His professional activity, conducted within the framework of international law firms in Poland and his personal legal practice, involved in particular providing legal advice in mergers and acquisitions, joint ventures, initial public offerings (IPOs), regulatory, corporate and contract matters concerning Polish and international businesses, including listed companies representing energy, oil and gas, telecommunications, media, private equity, banking, finance and insurance sectors.

 

Krzysztof Kilian* – member of the Supervisory Board, independent member of the Audit Committee

Graduate of the Gdańsk University of Technology Faculty of Mechanical Engineering and Technology. Began his professional career at the “Wisła” shipyard in Gdańsk in 1983. After 1989 he took an active part in the Polish political transformation, first as a Department Head in Jan Krzysztof Bielecki’s government, and then (in 1992-1993) as Communications Minister. Employed at Bank Handlowy between 1994 and 1997. Acted as advisor on matters concerning Poland at the Morgan Stanley Dean Witter investment bank (1997-1998), and at ING Barings (1999-2000), providing advice on mergers and takeovers. Until 2008 he also ran his own company which implemented telecommunications projects for PZU, PKO BP, BZWBK S.A., Siemens, Asseco, Prokom, Nokia and others. Between 2008 and 2011 he was Vice Chairman of the Board of Polkomtel S.A. in charge of marketing and customer relations. His duties included preparing and coordinating the sale of Polkomtel S.A. Between 2012 and 2013 he headed PGE Polska Grupa Energetyczna S.A. as Chairman of the Board. In the years 2016-2019 he was a member of International Business Council – Retail at INNOGY Essen. Possesses extensive experience in matters of corporate oversight, having served on the supervisory boards of PKO BP, TFI PZU, KGHM, BPH, PGF S.A. and Poczta Polska.

 

*independence criteria as described in the European Commission Recommendation of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board 

 

CD PROJEKT S.A. Supervisory Board reports on activities:

CD PROJEKT S.A. Supervisory Board Report on activities in 2014

CD PROJEKT S.A. Supervisory Board Report on activities in 2015

CD PROJEKT S.A. Supervisory Board Report on activities in 2016

CD PROJEKT S.A. Supervisory Board Report on activities in 2017

CD PROJEKT S.A. Supervisory Board Report on activities in 2018