Recently information has appeared in the media regarding the activity of the management board of Jastrzebska Spólka Weglowa, which has depicted not only the management board, but also the company in an unfavourable light by presenting a distorted and incomplete picture of the work done by the management board. This information was released to the media in connection with the press release furnished by the supervisory board chairwoman following the supervisory board meeting held on 10 January 2019. During that meeting, two JSW management board members were dismissed: Artur Dyczko, Vice President responsible for strategy and development and Jolanta Gruszka, Vice President responsible for sales.
The supervisory board did not state the reasons for dismissing the aforementioned management board members. The supervisory board’s transmission of press releases to the media that are not supported by the course of events may exert an adverse impact on JSW’s business image, thereby directly affecting the value of its shares and the interests of its owners. The method itself of communicating the justification for changes in the JSW management board creates an unjustifiably negative image of the company’s entire management board, thereby creating the impression that this corporate body is operating incorrectly. This method of operation by a portion of the supervisory board members is being challenged and will continue to be challenged in a firm manner by the JSW management board while at the same time respecting the role played by this body as prescribed by the articles of association.
The arguments presented in the media to justify the changes in the management board were not shared jointly by all the supervisory board members and were not conveyed to the JSW management board. The allegations articulated against the JSW management board pertained to the following issues: firstly, the alleged lack of control over the performance of contracts by external parties (which in fact pertained to the alleged irregularities in handling the facility known as the Pochwacie storage yard); and secondly the JSW management board’s failure to advise the JSW supervisory board of large equity transactions linked to the acquisition of Przedsiebiorstwo Budowy Szybów.
In reference to the allegation articulated by the supervisory board chairwoman pertaining to the lack of control exercised by the JSW management board over the performance of agreements concerning the Pochwacie storage yard, it affirms that work was underway in the company to run a tender to define how this facility would continue to operate and how it would be handled; however, as a result of this work, no tender proceeding was even announced. The actions related to this process were suspended because of the doubts the management board members had. No contract was executed that would entail the company spending any money. Accordingly, the allegations articulated against the JSW management board are totally groundless.
In reference to the subject of failing to advise the JSW supervisory board of the planned transaction to acquire PBS, it must be pointed out that the JSW management board regularly transmitted information concerning the course of the PBSz transaction. The PBSz topic was discussed at three supervisory board meetings in 2017 and at eight supervisory board meetings in 2018. This topic was also the subject of discussion in the Restructuring and Strategy Committee, and also at the meeting of the Supervisory Board’s Strategy and Development Committee in 2018. A meeting was also organized for representatives of the staff of PBSz with the JSW supervisory board. A person whose participation was expected by the supervisory board representatives elected by the Minister of Energy also took part in the final phase of the negotiations.
Moreover, JSW, as a company listed on the Warsaw Stock Exchange, has advised all market participants of the planned transaction to acquire PBSz. In addition, one of the conditions for the transaction of JSW acquiring PBSz is obtaining the indispensable corporate consents, meaning a supervisory board resolution and a shareholder meeting resolution alike. Withdrawing from signing the agreement on the last day of the designated deadline created the risk of the parties involved in the negotiations parting ways without a deal. The JSW management board is confident that considerable benefit will ensue from executing this deal on the terms that have been agreed.
In the opinion of the management board, allegations that are not backed by facts cannot affect the decisions made in reference to companies of strategic significance to the Polish mining industry, nor all the more so to public companies in which there is a formal requirement for independent representatives of the shareholder community to operate in the supervisory board.
The JSW management board is totally and firmly opposed to the supervisory body publishing unverified information that is of great significance to JSW’s image and to how the company is perceived as a leading global producer of metallurgical coal. Conveying unverified information to the press may affect the value of its shares on the Warsaw Stock Exchange. In addition, groundlessly lodging unfounded allegations against JSW management board members incites social sentiments and leads to conflict with the trade unions.
Read the article online at: https://www.worldcoal.com/coal/22012019/jswsa-issues-statement-from-management-board/