GOV-1 – The role of the administrative, management and supervisory bodies
The Management Board is responsible for all Company matters, including ESG, that have not been reserved for the competence of the General Meeting or the Supervisory Board, either pursuant to the law in force or pursuant to the Company’s Statute.
The Management Board represents Enea S.A. in any and all court and out-of-court transactions. Their responsibilities and authorizations are determined by the Commercial Company Code, the Company’s Statute, the Bylaws of the Management Board of Enea S.A. and executive contracts.
The Supervisory Board of Enea S.A. exercises permanent supervision over the Company’s business. The scope of its powers encompasses all the acts and rights set forth in the Company’s Statute and the Commercial Company Code. The Supervisory Board sets Management Objectives for the Management Board of Enea S.A. and the payment of variable remuneration to members of the Management Board of Enea S.A. depends on the achievement thereof.
On 13 February 2025, two new members of the Supervisory Board of Enea S.A. were appointed.
In 2024, the responsibility for managing and overseeing sustainability matters within the Enea Group was shared among members of the Management Board, the Supervisory Board, committees operating within these bodies, as well as department and office heads at Enea S.A.
The Company endeavors to ensure that the appointment of its governing bodies and key managers is each time conducted pursuant to the commonly binding legal regulations and preceded by a thorough analysis of the experience, competence, skills and substantive preparation of each candidates, regardless of other non-substantive criteria, including, without limitation, sex or age. In the following descriptions of responsibilities of our corporate bodies, the sustainability matters are highlighted in bold.
Management Board of Enea S.A.
coordinates issues related to all activities in the Enea Group, including by overseeing audit and control, communications, security, occupational health and safety, environmental protection, and activities of the Management Board Office and the Data Protection Officer; Expert in energy, economics and corporate management. Electrical engineer, doctor of economic sciences specializing in energy and gas trade. He has extensive experience in corporate restructuring, strategy implementation and the management of complex projects and organizations.
oversees and coordinates all issues related to trade, marketing, regulations and energy transition across the value chain in the ENEA Group. Mr. Krysta is a PhD and an expert with twenty seven years of experience in developing trading and sales in energy companies. He specializes in district heating, asset optimization, portfolio management, wholesale of electricity and related instruments, as well as controlling and risk management.
oversees and coordinates all economic, financial and accounting issues related to risk management, controlling and ICT as well as administrative matters in the ENEA Group. Mr. Lelątko is economist with many years of experience in managing large and diverse teams and complex organizational structures; an expert in the areas of accounting, finance and controlling, and in developing and implementing strategies, building management information systems, restructuring, reorganization, automating processes and managing projects.
oversees and coordinates all issues related to corporate governance, human resources, cooperation with trade unions, strategy and innovation as well as the legal, compliance and ESG areas in the ENEA Group. Gepfert is a manager with experience in managing organization building and restructuring, implementing IT systems and improving the quality of services to customers across the entire value chain of the energy industry (generation, distribution, wholesale and retail). She has been responsible for organizational processes, building the competencies of her colleagues, developing a knowledge- and accountability-based organizational culture, and for projects driving business efficiency and environmental transition.
¹ Appointed on: 1 March 2024
² Appointed on: 1 May 2024
Committees supporting the Management Board
- Enea Group Management Committee ensures efficient corporate governance of subsidiaries,
- Enea Group Investment Committee selects the projects to be carried out by the Group,
- Enea Group Risk Committee deals with mitigation of business risk,
- Enea Group Finance and IT Committee secures the area of financial management, cost optimization and cash flow,
- Enea Group Trade and Promotion Committee is responsible for maximizing margins in the Enea Group,
- The Strategy Committee, which has been in place since 1 January 2025, aims to implement the strategy of the Enea Group.
Supervisory Board of Enea S.A.
graduated in law from the Nicolaus Copernicus University in Toruń, earned her doctorate and habilitation in civil law, and in 2015 the title of professor of legal sciences. She specializes inter alia in liability law, insurance law, and consumer law.
has served as Director of the Finance Division at Szybka Kolej Miejska Sp. z o.o. with its registered office in Warsaw since 2019. She supervises the areas of accounting, controlling, obtaining EU funds and accounting for them. Participates in activities aimed at improving the efficiency of the Company’s operations and accelerating its growth. Since 2019, she has been running a consulting company, Equinox Consulting, involved in providing financial and operational consulting services, soft skills training, coaching and mentoring sessions for business persons and members of governing bodies in various companies.
employed in the structures of the Enea Group in managerial and supervisory positions since 1986. Currently, he works for ENEA Operator Sp. z o.o. as the Director of the Chojnice Distribution Region. He has been a member of the ENEA S.A. Supervisory Board elected by employees since 2019.
has worked for Enea Elektrownia Połaniec in the capacities of Unit Supervisor, Unit Operator, Operation Specialist and Head of the Strategy and Development Department since 2008. Currently, he is the Director of Production. Since 2021, he has been a Member of the Examination Committee issuing Qualification Certificates Authorizing the Operation of Equipment and Networks at Supervision and Operation Posts. A member of the Association of Polish Electrical Engineers and of the Economic Society of Polish Power Plants. A member of the Enea S.A. Supervisory Board elected by employees.
since 1989, associated with LW Bogdanka, and since 2019, as the Head of the Blasting Technique Department. He has acquired his professional experience across all levels within the organizational structure, from a rank and file employee to a department head. In 2017–2020, he served as a member of the LW Bogdanka Supervisory Board elected by employees. Currently, he is a member of the Enea S.A. Supervisory Board elected by employees.
she has been running her own legal practice since 2001. She is a member of the Wielkopolska Bar Association. Ms. Michalska-Olek engages in activities for the bar association, such as organizing conferences and training. She was also a member of the Medical Commission appointed by the Voivode of Wielkopolska during the first term starting in 2012. She is a judge of the Disciplinary Court of the Wielkopolska Bar Association and a qualified mediator. As a lecturer, Ms. Michalska-Olek teaches civil law, tax law and labor law. She is active in the local community in her hometown, Poznań.
is a legal counsel with experience acquired in renowned law firms, consulting companies and in legal departments of corporations with foreign capital. Arbitrator of the Court of Arbitration at the Wielkopolska Region Business Chambers and Organizations.
is a manager with over thirty five years of experience in running service, production and commercial companies in the utilities, construction chemicals, timber and municipal sectors. He specializes in developing comprehensive strategies for the development and restructuring of companies and for the optimization of processes to improve their profitability. He has created and implemented strategies for business development, sales to new markets, technological innovation and acquiring EU funds. He oversaw business development of 22 MW and 96 MW wind farm construction projects. In recent years, he has been engaged in strategic consulting in the energy industry and renewable energy sources, including for companies dealing with construction of photovoltaic and wind farms and municipal biogas-fired plants.
was appointed on 13 February 2025. She is a certified auditor, has experience in auditing financial statements, internal audit and control mechanisms as well as knowledge of laws and regulations concerning public companies in Poland, has audited the financial statements of the largest public companies in which the State Treasury is a significant shareholder, and has experience in the listing of securities on the Warsaw Stock Exchange.
was also appointed on 13 February 2025. Economist with extensive experience in regulatory impact analysis with a particular focus on the energy sector regulation. In the past, he led a team of analysts and managed projects concerning the regulation of energy markets and support for energy-intensive industries. He participated in the development of the auction support system for renewable energy sources. Mr. Kempa also serves as the Director of the Department of Economic Analyses at the Ministry of State Assets.
The Supervisory Board has the following standing committees:
- the Audit Committee,
- the Nominations and Remuneration Committee,
- the Strategy and Investment Committee.
Pursuant to the Bylaws of the Management Board of Enea S.A., the Management Board Member for Corporate Matters supervises and coordinates ESG issues in the Enea Group. In line with the Organizational Rules and Regulations of Enea S.A., effective as of 1 September 2024, we have established the ESG Department, which is responsible for the implementation of ESG tasks. The Department operates under the Management Board Member for Corporate Matters and is led by the Department Director, who meets regularly with the Management Board Member for Corporate Matters and other Members of the Company Management Board to discuss all material topics related to sustainability on an ongoing basis. In 2024, the Enea Group did not implement specific control mechanisms and procedures for managing impacts, risks, and opportunities associated with sustainability. Yet, internal audits were carried out in the following areas, which were considered significant: RES and new business lines, Emissions (construction of a combined cycle gas turbine unit) and Ethics and corporate culture (occurrence of corruption incidents). In 2024, we conducted a Double Materiality Analysis, and we intend to integrate the risk and opportunity management we identified as part of this analysis with the ERM risk management system already in place at the Enea Group in 2025.
In 2024, the Management Board Members of Enea Group companies completed specialized training courses conducted by a team of independent experts in the field of sustainability. Training focused on the most important sustainability challenges that managers face in their daily work. The Management Board Members were also trained on impacts, risks and opportunities identified as important for the Enea Group as a result of the Double Materiality Analysis. The division of responsibilities of the Management Board members of Enea S.A. for individual areas was determined based on their expertise.