Orlen shareholders have filed lawsuits to the court to set aside or declare invalid the resolutions of 25 June this year regarding the failure to grant discharge for 2023 to the company's former management board, the company said in a statement. In Orlen's opinion, the lawsuits filed are unfounded.
As Orlen announced in a stock exchange press release on Monday, the lawsuits filed with the District Court in Łódź concern former members of the management board: Armen Konrad Artwich, Patrycja Klarecka, Michał Rog, Jan Szewczak, Józef Węgrecki, Piotr Sabat, Krzysztof Nowicki, Robert Perkowski and former members of the supervisory board Andrzej Szumański and Michał Klimaszewski.
In June, the Orlen ordinary general meeting did not grant discharge to 11 members of the management board and 10 members of the supervisory board serving in 2023 – including the then president To Daniel Obajtek and the then chairman of the supervisory board, Wojciech Jasiński.
In the case of the 2023 management board, in addition to Daniel Obajtek, the following members did not receive a discharge: Armen Artwich, Adam Burak, Patrycja Klarecka, Michał Róg, Jan Szewczak and Józef Węgrecki, as well as Piotr Sabat, Krzysztof Nowicki, Iwona Waksmundzka-Olejniczak and Robert Perkowski. Most of the previous management board ceased to perform their duties in February 2024.
In turn, in the case of the supervisory board from 2023, in addition to Wojciech Jasiński, discharge was not granted to: Andrzej Szumański, Anna Wójcik, Barbara Jarzembowska, Andrzej Kapała, Michał Klimaszewski, Roman Kusz, Jadwiga Lesisz and Anna Sakowicz-Kacz and Janina Goss. The supervisory board in this composition was dismissed on 6 February 2024.
Former Orlen management board without discharge
During the Orlen AGM on 25 June this year, in each of the 11 votes not to grant discharge to the management board members from 2023, over 90% of the shareholders participating in it voted, while during the 10 votes not to grant discharge to the supervisory board members from 2023, 83% of the votes were cast each time.
In the justification for the draft resolutions on this matter prepared by the current management board and supervisory board of the company, it was emphasized that “the verification of the implementation of tasks by the management board and supervisory board of the company for 2023, including the performance of the duties incumbent on the members of these bodies, carried out in the course of the analysis, entitles the refusal to grant a discharge.”
In the case of the Orlen management board from 2023, it was indicated, among others:failure to fulfil obligations in exercising strategic and operational management and corporate governance in relation to Orlen Trading Switzerland – OTSrelated to the implementation of the policy and internal rules applicable to the Orlen capital group in the scope of amounts spent, including those related to preparation for commercial transactions”. As a result of this and other factors – as indicated in the justification – a transaction was unfavourable for OTS, which led to the need to write off the consolidated result in the amount of PLN 1.6 billion.
The document also mentioned “failure to fulfil obligations in the scope of managing the pricing policy in relation to the application of wholesale prices and retail prices of liquid fuels in the period between 1 August and 13 October 2023 through, at least, improper supervision over the organizational units of the company subordinate to the management board”, which as a result suffered damage.
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