Two more lawsuits have been filed with the District Court in Łódź to declare invalid or set aside resolutions on the lack of discharge for members of the company's former management board, Orlen reported in a press release. They concern the resolution on the discharge for the performance of duties in 2023 of the company's management board members Adam Burak and Iwona Waksmundzka-Olejniczak.
“Orlen (…) received information from the District Court in Łódź, 10th Commercial Division, about the filing by a shareholder of the Company of lawsuits for determining the invalidity or repeal of the following resolutions adopted by the Ordinary General Meeting on 25 June 2024” – we read in Orlen's current report on Monday.
The lawsuits concern the resolution on the discharge of the company’s management board member, Adam Burak, from the performance of his duties in 2023 and the resolution on the discharge of the company’s management board member, Iwona Waksmundzka-Olejniczak, from the performance of her duties in 2023.
“In the Company's opinion, the lawsuits are unfounded” – we read in the Orlen press release.
The first suits for discharge were filed by shareholders at the beginning of August. They concerned 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.
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 other things, “failure to fulfil the obligations in exercising strategic and operational management and corporate supervision in relation to the company Orlen Trading Switzerland – OTS, related 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 unfavourable for OTS took place, which led to the necessity of a write-off in 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.
Main image source: Tomasz Jastrzebowski / East news