GOV-3 – Integration of sustainability-related performance in incentive schemes

Additional variable remuneration of the Enea S.A. Management Board Members is linked to Management Objectives set by the Enea S.A. Supervisory Board. A description, criteria and general catalog of these objectives can be found in the Remuneration Policy for Members of the Supervisory and Management Boards of Enea Spółka Akcyjna, in the resolution of the General Meeting of Shareholders on the principles of setting remuneration of Management Board Members, in executive contracts and in the Resolution of the Company’s Supervisory Board on setting objectives and reviewing their achievement.
Variable remuneration of Management Board Members depends on the level of fulfillment of the Management Objectives by that Management Board Members and may not exceed 100% of the fixed remuneration amount of the Management Board Member in the previous financial year. Incentives for a specific year are approved by the Supervisory Board of Enea S.A. by the end of the first quarter of the given year. Pursuant to Executive Contracts, variable remuneration is payable to the members of the management boards of the Enea Group companies, provided that the Management Objectives have been met, after the respective management board activity report and financial statements for the previous financial statements are approved and a discharge on the performance of their duties is granted;
The Management Objectives for the financial year and the method of assessing their achievement are determined (to the extent consistent with the Remuneration Resolution) by the shareholder meeting/supervisory board by June 15th of the year in question at the latest. The Management Objectives include both financial and non-financial objectives, including those related to sustainability.
The remuneration of Supervisory Board Members of Enea S.A. is fixed and it is not dependent on any sustainability matters.


In 2024, the Management Objectives relating to sustainability were defined in the following companies:
with respect to RES development:
- submission of applications for the determination of connection conditions for photovoltaic investment projects with a total capacity of more than 240 MW,
- starting tendering procedures for the selection of photovoltaic farm contractors with a total capacity of more than 55 MW,
- energization of photovoltaic installations with a total potential capacity of 21 MW or more,
- inclusion in the List of Strategic Investments of investments in the field of renewable energy sources in the area of photovoltaics with a total capacity greater than or equal to 27 MW,
- acquisition of all projects included in the WMC program1
with respect to construction of a biomass plant:
- application for a building permit for a biomass cogeneration unit at Enea Ciepło sp. z o.o. (Białystok CHP Plant Division),
with respect to energy efficiency in the Enea Group
- drafting and implementation of the updated Energy Efficiency Policy in the Group, including Enea Eko as the policy coordinator – a resolution to be taken by the Management Board of Enea S.A.,
- launch of the Funding Program by Enea S.A. within the meaning of Article 15a of the Energy Efficiency Act – submission of information to the Energy Regulatory Office on the establishment of the Funding Program,
- preparation of documentation for the Enterprise Energy Audit service, preparation of training materials and conducting training for sales representatives, submission of a preliminary offer to at least 1500 customers and a commercial offer to at least 20 customers: evaluation of implementation by the Sales Department of Enea S.A.,
- defining the scope (description of the procurement object), parameters, arranging and selecting the appropriate procurement method and launching the selection procedure for the energy management system provider – completion of the RFI stage2starting the RFP phase3.
Other companies of the Enea Group, as part of the imposed Management Objectives, indirectly contribute to sustainability through activities such as:
- with respect to development of smart power grid,
- with respect to modernization of lighting by replacing light fixtures with LEDs,
- with respect to UPS development.
When the Management Objectives related to sustainability are met, the variable remuneration of the Management Board Members for their achievement may amount up to 64% of the annual fixed remuneration. In accordance with the provisions of the Executive Contracts and the resolutions of the meetings on the principles of setting remuneration of management board members, the Variable Remuneration of the Enea Group Management Board Members depends on the fulfillment of Management Objectives and cannot exceed 50% of the Annual Fixed Remuneration of the Management Board Member (except for LW Bogdanka, where the Variable Remuneration of the Management Board Members cannot exceed 100%).
¹ program for the acquisition of renewable energy generation assets
² RFI (Request for information)
³ RFP (Request for proposal)