Andrzej Szumański - Member of the Supervisory Board, Member of the Nomination and Remuneration Committee

Member of the Nomination and Remuneration Committee


1. Professor Andrzej Szumański is a full professor at the Jagiellonian University at the Private Economic Law Department, where since 2005 he has been the head of the Commercial Law Department, and since 2017 - the head of the Department of Private Economic Law at the Jagiellonian University. He obtained the academic title of professor in 1998 (law studies 1976-1980, master's degree - 1980, Ph.D.- 1987, habilitacja (post-doctoral degree) - 1994 - all at the Jagiellonian University). He is also an attorney entered on the list of the District Chamber of Lawyers in Cracow since 1996. Since 1998 he has also been associated with the CMS Cameron McKenna law firm in Warsaw, in which in 2000-2005 he was a local partner and currently he is its consultant, and since 2018 not on an exclusive basis. In 1983 he passed the judge's exam with a “very good” result.

2. Professor Andrzej Szumański was one of the three authors of the bill from 15.IX.2000 - Code of Commercial Companies (next to Prof. S. Sołtysiński and Prof. A. Szajkowski) and the author of the act of 10.IX.1999 on offset contracts. He participated in the work on the preparation of The OECD Principles of Corporate Governance of 1999 and the amendment of the Commercial Companies Code of November 12, 2003. He prepared, as an expert of the Association of Stock Exchange Issuers, the draft Regulations of the Commission on Corporate Governance, enabling the implementation of the Corporate Governance Principles for Public Companies adopted by the Warsaw Stock Exchange S.A. He participated in the years 2006-2010 - as an expert of the Polish delegation from the Ministry of Economy - in the work of the United Nations Commission on International Trade Law (UNCITRAL) on the preparation of UNCITRAL Arbitration Rules 2010 as part of Working Group II - Arbitration and Conciliation, and in 2010- 2013 participated in the work of the Group preparing the Transparency Rules in Investment Arbitration and in the years 2014-205 - in the preparation of a new version of UNCITRAL Notes on Organizing Arbitral Proceedings. Currently, he is involved in the preparation of the draft of the Polish act on employee share ownership schemes, referring to the  well-known from the US Employees Stock Ownership Plans.

3. Since 1995 he has been an arbitrator at the Court of Arbitration at the Polish Chamber of Commerce in Warsaw, and from 01/01/2015 he is a member of the Arbitration Council of this Court. Since 2007 he has been the President of the Stock Exchange Court at the Warsaw Stock Exchange S.A. He is the Vice-Chairman of the Arbitration Court at the Chamber of Brokerage Houses from 2004, and also he was a judge at the Arbitration Court at the Krajowy Depozyt Papierów Wartościowych (National Depository for Securities) S.A. for two terms. In 2007 he was entered in the list of arbitrators of the Vienna International Arbitral Center (VIAC), and in 2018 he became a member of the Arbitration Council of the German Arbitration Institute (Deutsche Institiut fuer Schiedsgrichtsbarkeit - DIS) in Cologne. In 2005-2011 he served as the president of the Court of Arbitration at Polska Konfederacja Pracodawców Prywatnych (the Polish Confederation of Private Employers) "Lewiatan" for two terms. He is also the President of the Honorary Court of the Chamber of Commerce and Industry in Cracow since 2002, a member of the Board of the Polish Arbitration Association since 2004, and since 2018 the Vice- President of this Association. In the years 2003-2018 he was the chairman of Rada Fundacji Zdrowia Publicznego (the Public Health Foundation Council) in Cracow, and in the years 2004-2009 he was the President of the Friends of the Cracow Philharmonic Association. As part of the functions he fulfills in the scientific community, he is a member of the Legal Sciences Committee of the Cracow Branch of the Polish Academy of Sciences and a member of the International Trade Law and Maritime Law Commission of the Gdańsk Branch of the Polish Academy of Sciences. He is also a member of the Program Board of Przegląd Prawa Handlowego since 1997, and of Studia Prawa Prywatnego since 2005, Monitor Prawa Handlowego since 2011. Since 2004 he has been a member of Polski Instytut Dyrektorów (the Polish Institute of Directors). In 2008-2010 he was a member of the Civil Law Codification Commission at the Ministry of Justice. From 2009, he remains a member of Spółdzielczy Instytut Naukowy (the Cooperative Institute of Science).

4. In the years 1984-1992 he took a number of scientific foreign trips as a scholarship holder of the Max Planck Institute in Hamburg (1986/1987), scholarship holder of the Kosciuszko Foundation (Columbia IV-VII 1991), scholar of The Sasakawa Peace Foundation (Tokyo - II.1991), scholarship holder of The British Council (Oxford 1986 and London 1995). He completed courses on comparative law (Mannheim 1984), American law (Leyden 1986 and Salzburg 1989), private international law (The Hague 1988). He lectured at The State University of New York in Bufallo in 1992.

5. From 1990, prof. Andrzej Szumański is active in advisory activities as a lawyer and attorney. He participated in many restructuring and privatization projects such as restructuring of the Tadeusz Sendzimir Steelworks in Cracow through the creation of employee companies and then commercialization of the Steelworks, privatization of, among others Elektrociepłownia Kraków S.A., Elektrociepłownia Chorzów (ELCHO project), creation of Zakład Górniczy Sobieski Jaworzno III Sp. z o. o. He participated in the development of the concept of creating the Południowy Koncern Energetyczny S.A., and also developed and negotiated draft model contracts for the supply of black coal between mines and power plants, as well as contracts for medium-term power and electricity supply from the initiatives of Towarzystwo Polskie Elektrownie Zawodowe. He cooperates with the Polish Association of Listed Companies, which groups public companies and with the Warsaw Stock Exchange, issuing opinions on a number of projects. He participated - as a consultant for companies - in consolidation projects of the Polish energy sector, i.e. Grupa Południe (Południowy Koncern Energetyczny S.A., Enion S.A., EnergiaPro S.A. and Elektrownia Stalowa Wola S.A.), on the basis of which Tauron Polska Energia S.A. and Polska Grupa Energetyczna (BOT GiE S.A. PSE S.A.) were established.

6. He sat on the Supervisory Board of Południowy Koncern Energetyczny S.A. with its seat in Katowice (2001-2002), of Prądnickie Centrum Inwestycyjne S.A. with its seat in Cracow (1999-2003), of Małopolska Agencja Rozwoju Regionalnego S.A. with its seat in Cracow (2006-2010) and of public companies: Polimex-Mostostal S.A. with seat in Warsaw (2006-2012), NFI Empik Fashion & Media S.A. with its seat in Warsaw (2006-2012), Dom Maklerski IDM S.A. with its seat in Cracow (2010-2014), Integer S.A. with its seat in Cracow (2015-2017), and continuously from 1995 he is a member of the Supervisory Board of Kolej Gondolowa Jaworzyna Krynicka S.A. with its seat in Krynica. From  2006 he is a member of the Supervisory Board of Aplitt S.A. with its seat in Gdańsk, and from 2017 - a member of the Supervisory Board of Polskie Koleje Linowe S.A. with its seat in Zakopane.

7. In the years 1990-2012 he was a partner at the Institute of Business Law and Foreign Investments Sp. z o. o. with its seat in Cracow, which is an economic consultancy company, and in 1990-2011 was its Director. As part of the Institute, he participated in many privatization and restructuring projects as a legal adviser and author of legal concepts for conducting a specific restructuring process of commercial law companies. He issued expert opinions commissioned by the Polish Government, concerning legality of such media-public transactions as Gazociąg Jamalski (Yamal-Europe Pipeline), Domy Towarowe Centrum, etc. as well as the admissibility of reserving the so-called golden share for State Treasury.

8. He is the author of textbooks and commentaries on company law and securities law, sample commercial letters and several monographs, many articles, glosses and reviews in the field of commercial law, international commercial law and arbitration law (over one hundred and fifty items). Among the many publications, in particular a four-volume commentary on the Code of Commercial Companies issued under Duże Komentarze Becka (Warsaw 2001-2004), written together with S. Sołtysiński, A. Szajkowski and J. Szwaja (second edition of volumes I-IV, 2005, 2006, 2009, third edition of volumes I-IV, 2011, 2012, 2013) should be mentioned, , as well as the company law handbook (Oficyna Wydawnicza Branta 1998, 2002, 2004, 2006) together with W. Pyzioł and I. Wesiss, which has appeared in Wydawnictwo CH Beck, Warsaw 2014, ed. 2 - 2016; then the securities law handbook (Zakamycze 2001) together with M. Bączyk, M. Koziński, M. Michalski, W. Pyzioł and I. Wesis, as well as the monographs: Renegocjacja umów w międzynarodowym obrocie gospodarczym (Renegotiation of agreements in international trade), Cracow 1994 and Wkłady niepieniężne do spółek kapitałowych (Non-cash contributions to capital companies), Warsaw 1997 and also the Commentary on the offset act of 1999. He also participated in the work on the development of the Private Law System as the editor of two volumes devoted to the law of securities (vol.18 - Warsaw 2005 and vol.19, Warsaw 2006) and as the author (section on shares in vol.19 - pages 370) and co-author of the volume on the law of partnerships (vol.16 Warsaw 2009) and the volume on the law of capital companies (vol.17 - Warsaw 2010). He is an editor and co-author of volume 8 of the Commercial Law System - Commercial Arbitration (Warsaw 2010, 2nd edition - 2015) and Commentary to the UNCITRAL Arbitration Regulations 2010 (Warsaw 2011 together with P. Nowaczyk and M. Szymańska), as well as the author and co-editor of the Commentary to the Arbitration Regulations of the Arbitration Court at the Polish Chamber of Commerce of 2015 (Warsaw 2017 together with M. Łaszczuk).

9. He participated as a presiding arbitrator or arbitrator appointed by the party in the resolution of over 100 arbitration processes in both domestic and international arbitration, ad hoc arbitration and institutional arbitration, including the Arbitration Court of the Polish Chamber of Commerce, of Polska Konfederacja Pracodawców Prywatnych Lewiatan, of The International Chamber of Commerce in Paris (ICC), of the Stockholm Arbitration Institute (SCC). He was a member of the working group preparing the new regulations of the Court of Arbitration of the Polish Chamber of Commerce in Warsaw, which came into force on January 1, 2015. He is the author of many publications in the field of Polish and international arbitration law.

Professor Andrzej Szumański meets the criteria of being independent referred in Article 129, paragraph 3 of the Act of May 11, 2017 on Auditors, Audit Firms and Public Supervision. Professor Andrzej Szumański meets the criteria of being independent referred to in principle 2.3. of the “The Best Practice for GPW Listed Companies 2021” adopted by The Exchange Supervisory Board in its Resolution No. 13/1834/2021 of 29 March 2021 regarding have no actual and material relations with any shareholder who holds at least 5% of the total vote in the company.