2021 INTEGRATED ANNUAL REPORT
80
SUPERVISORY
BOARD ACTIVITIES
1. COMPOSITION
From 1 January 2021 to 11 May 2021, the composition
of the Supervisory Board of ERBUD S.A. was as
follows:
• Udo Berner – Chairman,
• Gabriel Główka – Deputy Chairman,
• Albert Dürr – A Supervisory Board Member,
• Michał Otto – A Supervisory Board Member,
• Janusz Reiter – A Supervisory Board Member,
• Piotr Kaczmarek – A Supervisory Board Member.
On 11 May 2021, the Supervisory Board appointed an
Audit Committee for a further joint three-year term of
oce consisting of:
• Udo Berner – Chairman,
• Gabriel Główka – Deputy Chairman,
• Albert Dürr – A Supervisory Board Member,
• Michał Otto – A Supervisory Board Member,
• Janusz Reiter – A Supervisory Board Member,
• Michał Wosik – A Supervisory Board Member.
On 8 September 2021, Mr Udo Berner (Chairman of
the Supervisory Board) resigned from his position on
the Supervisory Board of ERBUD S.A.
On 26 November 2021, the Extraordinary General
Meeting of Shareholders appointed two further
members of the Supervisory Board, Mr Roland Bosch
and Ms Beata Jarosz, so that from 26 November
2021 to the date of publication of this report, the
Supervisory Board of ERBUD S.A. acted in the
following composition:
• Roland Bosch – The Supervisory Board
Chairman,
• Gabriel Główka – Deputy Chairman,
• Albert Dürr – A Supervisory Board Member,
• Michał Otto – A Supervisory Board Member,
• Janusz Reiter – A Supervisory Board Member,
• Beata Jarosz – A Supervisory Board Member,
• Michał Wosik – A Supervisory Board Member.
As of 31 December 2021 and this Report date the
dependent Members of the Supervisory Board of
ERBUD SA are: Mr Roland Bosch and Mr Albert
Dürr (representing the shareholder Wol & Müller
Baubeteiligungen GmbH & Co. KG and Wol & Müller
Holding GmbH & Co. KG) and Mr Gabriel Główka,
(who has served on the Supervisory Board of ERBUD
SA, since 15 November 2006).
The following Members of the Supervisory Board
of ERBUD S.A. meet the criteria for independence
set forth in the Act on Statutory Auditors: Ms Beata
Jarosz, Mr Michał Otto, Mr Janusz Reiter and Mr
Michał Wosik. Moreover, the following Members of
the Supervisory Board of ERBUD S.A. have no actual
or material ties with a shareholder holding at least 5%
of the total number of votes in ERBUD S.A: Ms Beata
Jarosz, Mr Gabriel Główka, Mr Michał Otto, Mr Janusz
Reiter and Mr Michał Wosik.
The Supervisory Board consists of six men and one
woman. The members of the Supervisory Board have
university degrees in economics (finance and banking,
production economics, business economics, German
studies and specialist knowledge in areas such as
international relations, capital markets and strategy).
The composition of the Supervisory Board by age
criterion is as follows: 0 Supervisory Board members
aged under 30, 2 Supervisory Board members
aged between 30 and 50 and 5 Supervisory Board
members aged over 50 years of age.
The education, experience and specialist knowledge
of the members of the Supervisory Board in the areas
indicated above complement the competencies of
the Management Board, which allows the Supervisory
Board to exercise comprehensive and eective
supervision over the Company's activities, including
the activities of the Management Board also in highly
specialised areas of the Company's business activity.
Within the Supervisory Board of ERBUD S.A. there are
two Committees, namely:
1.1. Audit Committee, which from 1 January 2021 to 11
May 2021 was composed of:
• Michał Otto – Chairman (independent Member
of the Supervisory Board),
• Gabriel Główka – An Audit Committee Member
(dependent Member of the Supervisory Board),
• Janusz Reiter – An Audit Committee Member
(independent Member of the Supervisory
Board),
• Piotr Kaczmarek – An Audit Committee Member
(independent Member of the Supervisory
Board).
On 11 May 2021, the Supervisory Board appointed an
Audit Committee for a further joint three-year term of
oce consisting of:
• Michał Otto – Chairman (an independent Audit
Committee member),
• Gabriel Główka – An Audit Committee member
(a dependent Audit Committee member),
• Janusz Reiter – An Audit Committee member
(an independent Audit Committee member),
On 1 April 2022, by virtue of Resolutions No. 13/2022
and No. 14/2022 the Supervisory Board appointed
two new members to the Audit Committee, namely
Mr Roland Bosch and Mr Michal Wosik. In view of
the above, as at the date of publication
of this report, the Audit Committee
of ERBUD SA was composed of five
members:
• Mr Michał Otto – A Audit Committee Chairman,
• Mr Gabriel Główka – An Audit Committee
Member,
• Mr Janusz Reiter – An Audit Committee Member,
• Mr Roland Bosch – An Audit Committee
Member,
• Mr Michał Wosik – An Audit Committee
Member.
In the Audit Committee of the Company Mr. Michal
Otto, Mr. Janusz Reiter and Michał Wosik meet the
criteria for independence within the meaning of Article
129 section 3 of the Act on Statutory Auditors.
In addition, Mr Gabriel Główka fulfils the requirements
of the Act on Statutory Auditors concerning
knowledge and skills in the field of accounting or
auditing of financial statements. Gabriel Główka
graduated from the Warsaw School of Economics, the
Faculty of Production Economics, where he majored
at the Construction and Investment Economics. His
knowledge in this area is further evidenced by his
postdoctoral degree in economics, in the field of
finance including financial validation of companies,
assessment of their financial standing, etc.
Gabriel Główka's acquired competencies are testified
by his experience gained, inter alia, at: (i) the Loan
Department, ING Bank Śląski, (ii) ING Bank Śląski,
where he was the chairman of the Loan Committee
of the Warsaw Region of ING Bank Śląski. The most
important objective of the Loan Committee was to
assess and verify the financial standing of enterprises
to incur loan liabilities and make decisions on granting
them revolving and investment loans, (iii) while serving