Zakłady Magnezytowe “ROPCZYCE” S.A. endeavour after reaching the highest possible standards in the domain of the corporate governance

The aim of the actions of the management board is to safeguard and respect the interests of all the shareholders and other groups of involved subjects connected with the company.

The Management Board declares that the corporate governance rules applied by ZMR S.A. are set forth in the standards adopted by the Board of the Warsaw Stock Exchange contained in the document entitled “Best Practices of WSE Listed Companies”, hereinafter referred to as “Best Practices” and are available on the official website of the Warsaw Stock Exchange dedicated to corporate governance issues of listed companies.

More about corporate governance of companies listed on the Warsaw Stock Exchange can be found on the WSE website:

Statute of the company

Activity of the management board

The Board of Directors of Zakład Magnezytowych “ROPCZYCE” S.A. currently consists of three members of the Board. The number of members of the Board of Directors is established by the Supervisory Board of the company. The term of office of the Board of Directors is shared and lasts three years. Making statements and signing on behalf of the company requires two members of the board or one member of the board together with a proxy. The Board of Directors is a collegiate body.

Meetings of the ZMR S.A. board shall be held not less than once a month.

Chairman of the Board:
Directs the work of the Board and coordinates the work of the other members of the Board of the Company.
Represents the Board to the General Meeting and the Supervisory Board of the Company, to the authorities, offices and institutions.
Specifies the policy of the integrated management system and supervises its implementation.
Directs the overall activities of the Company by:

– organizing and coordinating activities for the achievement of the objectives laid down by the General Meeting of Shareholders,
– implementation of the statutory objectives of the Company,
– development of appropriate personnel-payroll and economic-financial policies of the Company.
Executes the obligations and powers of the employer, including:

– sets up and resolves contracts of employment with employees of the Company and establishes their remuneration in accordance with the rules adopted by the Board,
– performs other activities within the scope of labour law in accordance with the rules in force in this respect.

The Chairman and the Members of the Board manage the company functions:

Chairman of the Board - General DirectorVice Chairman of the Board – Financial DirectorVice Chairman of the Board – Quality and Development Director
HRproduction planning and logisticsvvresearch and development
salespurchasing and storagequality control
productioneconomic controllingenvironmental protection
investmentsfinance and accounting
Regulamin Zarządu 2012

Activity of the supervisory board

The authority of the supervisory board of Zakłady Magnezytowe "Ropczyce" S.A. includes:


decision on the number of the members of the company’s managing board,


appointment of the president of the managing board and, following the proposal of the president, the remaining members of the managing board,


decision on the remuneration for the members of the managing board,


selection of the certified auditor


annual auditing and approval of the economic activity plans, financial plans and marketing plans for the company prepared by the management board,


giving approval, following the proposal of the management board, to effect transactions not included in the plans approved for the current year concerning the sale, purchase, mortgaging or lease of property if the value of the given transaction exceeds 10% of company’s net assets according to the last balance sheet.

The supervisory board of ZMR S.A. meets at least once in a month.

Additional information

Information on the participation of women and men in the governing of the Company:

According to the Best Practices of Companies Listed on the Stock Exchange to announce that over the last dwo years (2013-2014) the proportion of women and men in the Management Board and the Supervisory Board amounted to: men - 87,5%, women - 12,5%

Men - 87,5% Women - 12,5%

Capital market institutions