Sustainability Report 2023

Governance

  • 2-9
  • 2-10
  • 2-11
  • 2-12
  • 2-18
  • G-P1

GAZ-SYSTEM Management Board

The Management Board is a body authorised to manage the Company, its assets and represent the organisation externally.  The rules of proceeding for the Senior Management are set out in detail in “Gas Transmission System Operator GAZ-SYSTEM S.A. Management Board Regulations.”

  • defining the main objectives of the Company’s operations and strategic multi-year plans and submitting them to the competent Company bodies,
  • implementing the Company’s operational objectives and strategic multi-year plans,
  • ensuring the transparency and effectiveness of the Company’s management system,
  • managing the Company’s affairs in accordance with applicable legislation and the Company’s internal regulations,
  • representing the Company in all judicial and extrajudicial actions.

The Management Board is appointed by the Supervisory Board or the General Meeting and is composed of 1 to 6 members for a joint term of 3 years. The principles of appointment and dismissal of the Management Board members are stipulated in the ”Articles of Association of Gas Transmission System Operator GAZ-SYSTEM S.A.”, available on the Company website.

From 2004 to 2008, he held the position of Financial Director at PGNiG Przesył (currently GAZ-SYSTEM), where he was responsible for cooperation with the Energy Regulatory Office and negotiations of the lease agreement for transmission assets that were transferred to GAZ-SYSTEM by PGNiG as a dividend in kind. He also supervised the process of obtaining a gas transmission license by GAZ-SYSTEM. From 2006 to 2008, he served as a commercial proxy in GAZ-SYSTEM. He authored the first gas transmission tariff company.

From 2008 to 2013, he served as Vice-President for Financial Affairs at PGNiG, where he was responsible for the spin-off of the storage system operator (SSO) currently independently operating under the business name Gas Storage Poland and the launch of storage services on the market.

He served as a member of the Supervisory Board of EuRoPol GAZ from 2008 to 2014. In 2010, he was appointed to the Governing Board of the European Association of Gas and Oil Companies EUROGAS in Brussels where he served until 2015.

From 2013 to 2016, he served as President and CEO of PGNiG Upstream Norway, where he was responsible for the acquisition of PGNiG’s share in 4 gas fields, the business deal for which he received the Gullkronen Award for the best oil transaction in Norway. He also supervised the company’s expansion of exploration in the north of Norway, including the obtaining of exploration licences in the Barents Sea by PGNiG.

From 2018 to 2019, he worked in the bicycle industry, including as president of the Dutch electric bicycle manufacturer Multicycle BV – a member company of the Kross corporate group. He was involved in the renewable energy industry at Helioexpert in 2019-2024, first as an advisor to the Management Board and then as a member of the Supervisory Board. Also in 2019, he was appointed as President and Managing Director at Green Genius – a Polish branch of Lithuanian solar power plant operator.

He holds a degree in economics from the Institute of Foreign Trade at the University of Gdańsk and a Ph.D. in engineering and technology specialising in gas transmission tariff systems from the Faculty of Environmental Engineering at the Warsaw University of Technology. He also studied at the Vienna

University of Economics and Business and University of Applied Sciences in Berlin. He completed postgraduate Business Management Programme organised by the Central Connecticut State University.
Lecturer at postgraduate studies at the Warsaw University of Technology and the AGH University of Science and Technology in the field of transport, tariffs, and regulatory affairs in the natural gas market. Author of numerous publications on natural gas tariffs and transportation.

Subordinate organisational units

  • Audit Division
  • Security Division
  • Corporate Communications and Marketing Division
  • Gas Dispatch Division
  • Legal Division
  • FSRU Implementation Division
  • Human Capital Management Division
  • Energy Transition Division
  • Independent positions

holds a degree from the Warsaw University of Technology with majors in Sanitary and Water Engineering. She completed Executive MBA programme in marketing and management at the University of Warsaw & University of Illinois, postgraduate studies in management, finance and marketing at the Warsaw School of Economics and postgraduate studies in gaseous fuel storage and distribution at the Warsaw University of Technology.

Mrs. Kramek has extensive experience and technical expertise in development and investment projects in natural gas industry. She has been working for GAZ-SYSTEM S.A. since its formation in 2004. Throughout her career in GAZ-SYSTEM, she has been in charge of  the Company’s development policy, including transmission system expansion planning and the development of the TYNDP (Ten-Year National Development Plan), forecasting future demand for gas and transmission services.

She has supervised planning as well as implementation of strategic investment projects together with obtaining EU funding and has overseen the area of international cooperation. For many years she has represented the Company in industry organisations including but not limited to: GIE (Gas Infrastructure Europe), GERG (European Gas  Research Group), International Gas Union (IGU), MARCOGAZ and ENTSOG (European Network of Transmission System Operators for Gas), where she has represented GAZ-SYSTEM on the Board since March 2024.

Subordinate organisational units

  • OHSE and Fire Protection Unit
  • Research and Certification Division
  • Operations Division
  • Investment Division (PI)
  • Marine Operations Division
  • Gas Market Development Division
  • Branch in Gdańsk
  • Branch in Poznań
  • Branch in Rembelszczyzna
  • Branch in Tarnów
  • Branch in Wrocław
  • Branch in Świerklany

Holds a degree in economics with majors in Foreign Trade from the Faculty of Economics, University of Gdańsk. He holds a diploma in financial and management accounting, finance, audit and IT from the Association of Chartered Certified Accountants (ACCA) and has a Certified Internal Auditor designation from the Institute of Internal Auditors (IIA). Mr. Bryszewski has a proven track record in treasury, accounting, controlling and taxation.

At GAZ-SYSTEM, in charge of the supervision and organisation of all financial, accounting, tax, regulatory and controlling activities of the Company from 2004 to 2020. He ensured financing for the construction of the LNG Terminal in Świnoujście with EU funds (under EEPR and OPI&E). He was also responsible for the implementation of economic efficiency assessment processes for new projects and prioritising the investment portfolio (KOI). He was also accountable for the implementation of an integrated ERP system – SAP in GAZ-SYSTEM. Mr. Bryszewski has been involved in the development of the Company’s strategy and regulatory policy, as well as negotiations of the transmission tariff for over 16 years. Recently, he worked for the Polish Energy Group PGE S.A. for three years as a Director of the Treasury Department and Head of the Offshore Project Finance Team.

Subordinate organisational units

  • LNG Terminal Expansion Unit
  • Market Information and ESG Division
  • Administration Division
  • Cyber-Security Division
  • Finance Division
  • Information Technology and Management Systems Division
  • Procurement Division

Company Management Board (as at 31 Dec. 2023)

  • Marcin Chludziński – President of the Management Board
  • Andrzej Kensbok – Vice President of the Management Board
  • Błażej Spychalski  – Vice President of the Management Board
  • Paweł Pikus – Vice President of the Management Board
  • Marian Roman Krzemiński – Vice President of the Management Board
  • Artur Zawartko – Vice President of the Management Board

Supervisory Board

The Supervisory Board  exercises continuous supervision of the Company’s activities in all aspects of its business dealings. It appoints the members of the Management Board, evaluates the Company’s activity reports, and approves its annual plans. The members of the Supervisory Board are appointed by the General Meeting for a joint term of 3 years; this governing body is composed of 3 to 9 members. The Supervisory Board holds meetings at least bimonthly. In 2023 there were 13  Supervisory Board meetings held. The rules of Supervisory Board functioning are set out in detail in the ”Articles of Association of Gas Transmission System Operator GAZ-SYSTEM S.A.” and “TSO GAZ-SYSTEM S.A. Supervisory Board Rules of Procedure”

  • Jakub Trojgo – Chairman (since 15 June 2021)
  • Michał Homenda – Secretary (since 6 June 2023)
  • Aleksandra Świderska – Member (since 1 August 2023)
  • Jakub Trojgo – Chairman
  • Wojciech Arkuszewski – Vice Chairman
  • Izabella Łyś-Gorzkowska – Member
  • Dariusz Kocuń – Member
  • Aleksandra Świderska – Member
  • Marcin Kiwior – Member

General Meeting

Decides on the most important matters concerning the existence and operations of the Company, on the composition of the Management Board and the Supervisory Board.

The powers of the General Meeting as part of its assessment of the Management Board’s performance include but are not limited to the review and approval of the Company’s financial statements and the discharge of the Management Board.

The General Meeting holds ordinary or extraordinary meetings. It is convened at the request of the Management Board, the Supervisory Board or a shareholder, i.e. the State Treasury (in accordance with the procedure and principles set out in the Code of Commercial Companies and Partnerships). The rules of functioning are set out in detail in the “Articles of Association of Gas Transmission System Operator GAZ-SYSTEM S.A.”.

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