Regulations / By-laws of the Supervisory Board
The Regulations of the Supervisory Board
of Rainbow Tours SA with registered office in Lodz
(These regulations were adopted by the resolution No 1 of 27th April 2007 and approved with the resolution No 13/05/2007 of the Ordinary General Assembly of the Company of 14th May 2007.)
The Supervisory Board of Rainbow Tours SA, hereinafter referred to as "the Board" or "Supervisory Board" shall act pursuant to the Commercial Companies Code, the Statutes of the General Assembly, and these Regulations.
§1 [Composition and the manner of appointing the Supervisory Board]
- The Supervisory Board shall comprise at least 5 members appointed and dismissed by the General Assembly of the Company.
- Members of the Supervisory Board shall be appointed for the common term of the office. The term of the office of the Supervisory Board shall be 3 years.
- Mandates of the members of the Supervisory Board shall expire, at the latest, on the day of the General Assembly meeting to approve the financial statement of the Company for the last financial year, in the function of the member of the Supervisory Board.
- The mandate of the member of the Supervisory Board shall expire due to death, resignation, or dismissal of the member of the Board.
- In the event that the mandate of the member of the Supervisory Board shall expire, the Board shall appoint a new member.
- Appointing members of the Supervisory Board during the common term of the office shall require approval of the next meeting of the General Assembly. In the event that any of the members of the Supervisory Board shall not be approved during the common term of the office, the General Assembly shall elect the new member of the Board in his/her place.
- The mandate of the member of the Supervisory Board who was appointed before the expiry of the common term of the office shall expire simultaneously with the mandates of other members of the Supervisory Board.
- The number of the members of the Supervisory Board shall be defined by the General Assembly.
- The members of the Supervisory Board shall possess appropriate education, professional experience, life experience, high morality (unpunishability), and should be able to find enough time in order to perform properly the functions with regard to the Supervisory Board. Candidacies of the members of the Supervisory Board should be submitted and motivated in detail, in the manner enabling to choose consciously a new member.
- Newly elected members of the Supervisory Boards shall be given, i.e., a packet with all the internal regulations regarding operations of the Company, other materials and informational documents, in order to facilitate them carrying out their duties.
- The criteria of an independent member of the Board should be fulfilled by at least half of the members of the Board. As an independent member of the Board shall be considered a person who on the day of the election to the Supervisory Board shall jointly fulfill the following conditions:
a) shall posses less than 5% (five per cent) of the Company's shares,
b) shall not be a close person to any of the shareholders of the Company who posses 5% (five per cent)or more of the Company's shares,
c) shall not be the member of the bodies of the entity subordinate to the Company pursuant to Accounting Act,
d) shall not be a close person to a member of the Company's Body or an employee of the Company in the position of the Team Leader, or in a higher position,
e) does not receive the remuneration from the company from any title, except for the remuneration received with regard to his/her membership in the Supervisory Board,
f) is not an employee or a member of the body of the shareholders of the Company who possess 5% ( five per cent) or more shares of the Company.
- A close person shall be defined, for the purpose of the provisions of section 16 letter d), as a spouse, ascendants, descendants, brother(s) and sister(s), in-laws in the same line and degree, daughter-in-law and son-in-law.
§2. [Rights and duties of the Supervisory Board]
- A member of the Supervisory Board should have, above all, an interest of the Company in consideration.
- Members of the Board shall be obliged to participate actively in its work and acquaint oneself with submitted draft resolutions and other documents, and participate in meetings of the Supervisory Board.
- Members of the Supervisory Board should take proper actions in order to obtain regular and exhaustive information on all essential matters concerning activities of the Company, a risk connected with such activities, and methods of managing this risk.
- Members of the Supervisory Board should notify other members of the Board of the conflict of interests and abstain from taking a part in the discussion, and voting on the adoption of the resolution concerning the matter in which the conflict of interest occurred.
- Members of the Supervisory Board shall be obliged to submit immediately information in writing concerning existence of the personal, factual, or organizational relations with specific shareholder, or controlling shareholder; or significant changes in this matter, to the President of the Management Board. The Management Board shall publish information obtained from the member of the Management Board through the means of Electronic Data Disclosure System, in the time defined by the Regulations in force.
- A member of the Supervisory Board should enable imparting information concerning purchase, or disposal of shares of the Company, or the company dominating ,or subordinated towards the Company; and also transactions with such companies, if it is significant regarding his/her material situation.
- The member of the Supervisory Board delegated by the group of shareholders to exercise permanent supervision, should submit detailed reports concerning performance of his/her function.
- A member of the Supervisory Board should not resign from his/her function during the term of the office if this could hinder the activities of the Board and make impossible immediate adoption of the resolution in particular.
- Members of the Supervisory Board shall be obliged not to disclose information with respect to the Company, the ones which he/she receives in connection with his/her function in the Board. Therefore, every member of the Supervisory Board should submit "Declaration of preserving confidentiality". The above mentioned obligation shall not be infringed when disclosing information which is: (i) publicly attainable, (ii) obtained independently from other sources , (iii) one to which written consent to disclose it was obtained from the Company, (iv) one which disclosure may be required pursuant to the rules of law.
- Members of the Supervisory Board shall be obliged to learn "Good practices in public companies 2005" adopted by the resolution No 44/1062/2004 of the Board of Warsaw Stock Exchange SA of 15th December 2004 and resolution 445/2004 of the Management Board of Warsaw Stock Exchange SA of 15th December 2004 concerning acceptance of the rules of corporate governance with regard to joint-stock companies which issue shares, convertible bonds, pre-emptive conversion bonds admitted to stock trade on the official market, and the ones which apply "Good practices in public companies 2005" in the scope specified in the declaration submitted to Warsaw Stock Exchange SA by the Company.
§3. [Competences of the Supervisory Board]
- The Supervisory Board shall exercise permanent supervision over activities of the Company in all domains of its activities.
- The Board within its function shall have the right to review all fields of activity of the Company, require reports and explanations from the Board, review the state of the assets, books and documents.
- Special competences of the Supervisory Board, apart from those mentioned in Commercial Companies Code and other provisions of the Statutes, shall be in particular:
a) evaluating reports of the Management Board concerning activities of the Company, evaluating the financial statement of the Company and proposals of the Management Board with respect to distribution of the profit and financing a loss, and also submitting an annual report on results of this evaluation in writing (copy of the report of the Board should be made accessible to all shareholders in the time allowing to acquaint oneself with it before the particular General Assembly),
b) concluding and terminating employment contracts with members of the Management Board including defining the rules of the remuneration,
c) appointing an expert auditor,
d) reviewing and giving opinion with respect to the plans of the operations of the company and its enterprises,
e) giving opinion on all the documents and motions of the Management Board submitted to the General Assembly,
f) approving the Regulations of the Management Board,
g) adopting the Regulations of the Supervisory Board,
h) accepting conditions of every motivating program introduced in the Company by simple majority vote,
i) forming other company by the Company
j) approving the selection of insurance companies insuring against the risk of business activity, and the conditions of insurance.
§4. [Managing works of the Supervisory Board]
- The Supervisory Board shall elect from its members the Chairman of the Board and, if necessary, also one or two Deputy Chairmen and the Secretary of the Board. They are elected by simple majority vote.
- The Chairman shall manage works of the Board.
- In the event that the Chairman shall be absent from the meeting or unable to carry out his/her duties, works of the Board shall be managed by the Deputy Chairman. In such case the Deputy Chairman shall posses all competences stipulated in these Regulations for the Chairman.
§5. [Convening the meeting of the Supervisory Board]
- The meetings of the Supervisory Board shall be convened by the Chairman or the Deputy Chairman, if necessary, at least once in three months.
- The Chairman shall fix the date and the agenda of the meeting, ensure its appropriate organization, and manage the meeting.
- The Chairman shall convene the meeting of the Board on the request of any of the members of the Board within 14 days of receiving the request. The request with regard to convening the meeting should include suggested agenda. In case that the Chairman does not convene the meeting in the above mentioned date, the person filing the request may personally convene the meeting and fix the date and the agenda.
- In urgent cases the meeting of the Supervisory Board may be held immediately, if all the members consent thereto.
- The meetings of the Supervisory Board shall be held in the seat of the Company.
- Invitations, together with materials for the meeting, should be sent or delivered in person at least seven days before the fixed date of the meeting.
- The agenda of the meeting of the Supervisory Board should not be changed or supplemented during the meeting to which it refers. This requirement shall not be applied when all the members of the Supervisory Board are present and grant their consent in order to change or supplement the agenda, and also when undertaking such action is necessary to protect the Company against damage, and in case of the resolution concerning evaluating, if a conflict of interests between the Supervisory Board and its member exists.
§6. [Meetings of the Supervisory Board]
- The meeting of the Supervisory Board shall be valid if all the members of the Board are invited. Proofs of notification shall be enclosed to the minutes from the meeting.
- In order that the resolutions of the Board are valid all the members of the Board shall be notified of the date and the agenda, and at least half of the members of the Board shall be present, including the Chairman and the Deputy Chairman.
- The members of the Board can participate in its works only in person.
- The members of the Management Board may take part in the meetings of the Board with consultative voice, unless the Supervisory Board decides otherwise.
- The meetings of the Supervisory Board should be accessible and open to all the members of the Management Board, except the matters concerning directly Management Board or its members with regard to dismissal, liability, and fixing remuneration.
- Minutes shall be drawn up from the meeting of the Supervisory Board. The minutes shall be prepared by the Secretary, if one was appointed, or the member of the Board indicated by the Chairman, or an employee of the Company.
- The minutes shall state the date of the meeting, persons present at the meeting, the agenda, the summary of the comments of the persons participating in the meeting, the content of the resolutions adopted, and the manner and the result of voting.
- The minutes shall be signed by all the members of the Board present at the meeting. If any of the members of the Board shall raise the objection as to the content of the minutes, this objection shall be included in the minutes, provided that the Board adopts the resolution with regard to that matter. If the resolution on approving the objections shall not be adopted, the person who raises objection may submit them in writing and it shall be enclosed to the minutes.
- The minutes shall be kept in the seat of the Company.
§7 [Adopting resolution]
- The decisions made by the Supervisory Board shall have the form of the resolutions.
- The resolutions of the Supervisory Board can be adopted only within the subject stated in the Agenda. This provision shall not be applied, if all the members of the Board are present at the meeting and none of them objects the adoption of the resolution on the matter not included in the agenda.
- Voting on resolutions in the Supervisory Board shall be open.
- Voting in secret is ordered on the request of the member of the Supervisory Board, and in personal matters. In the case when the provisions of section 8 of this paragraph are voted in secret, this article shall not apply.
- The Supervisory Board shall adopt resolutions by simple majority vote in the presence of at least half of the members of the Board. When the number of the votes in favour and against is equal the Chairman of the Supervisory Board shall have the casting vote.
- Without a consent of the majority of the independent members of the Board, referred to in §1 section 11 of these Regulations, resolutions shall not be adopted on the following matters:
a) benefits from any title made by the Company or any other subject related to the Company, for the benefit of the members of the Management Board,
b) entering the Company into significant agreements with the subject related to the Company, the member of the Supervisory Board, or the Management Board by the Company, or the subject subordinated to it,
c) appointing an expert auditor in order to carry out audit of the financial statement of the Company.
- The Supervisory Board may adopt resolutions in writing, through the use of means of direct and instantaneous communication from distance: telephone, telefax, or Internet in particular, subject to Article 388 § 4 of the Commercial Companies Code. Adopting the resolution in this manner shall require the draft resolution to be justified and presented beforehand to all the members of the Board. The chairman of the Supervisory Board shall submit written declaration whether the resolution is to be adopted or not within 4 (four) days of the date indicated as the day of voting. In the event that the resolution is adopted in the above mentioned manner the date of its adoption shall be indicated as the date of voting.
- Minutes shall be taken from the meetings of the Supervisory Board pursuant to article 391§2 of the Commercial Companies Code with regard the provisions of §6 paragraph 6, 7, 8 and 9 of these Regulations. The resolutions of the Supervisory Board shall require written form.
§8 [Final provisions]
- The remuneration for the members of the Board and the rules of paying are defined by the General Assembly. The amount of the remuneration for the members of the Supervisory Board shall be adjusted to financial results of the Company and shall not constitute a significant position in the cost of functioning of the Company. Total and individual amount of the remuneration shall be disclosed in the annual report.
- Files of the Supervisory Board are kept in a way to hinder access to them to outsiders.
- Third parties may review the files of the Supervisory Board with the consent, and in a presence of the Chairman of the Board or his/her Deputy, unless the General Assembly decides otherwise.
- Provisions of section 3 shall not limit controlling powers of authorities, state agencies, or law enforcement agencies.
- The cost of the activities of the Supervisory Board shall be covered by the Company.
- The Supervisory Board shall use offices, equipment, and materials of the Company.
- The Company shall provide administrative service to the Supervisory Board.
- These Regulations shall come into force on the day of their adoption by General Assembly.