Pursuant to Art. 4 Par. 3 of the Act of 9 June 2016 on the Principles of Defining the Remuneration of Persons Managing Certain Companies (hereinafter the “Act”), a draft resolution on the principles of defining the remuneration of members of governing bodies may provide for a part of their fixed remuneration to be different from that determined on the basis of customary parameters (revenues, employment, assets, etc.) if this is justified by exceptional circumstances related to the company or the market on which it operates, in particular if the company:
1) Pursues a programme of consolidation of companies in its capital group leading to a significant change in the structure of its assets or revenues;
2) Implements an investment programme significantly exceeding the value of its fixed assets;
3) Implements a restructuring programme with a time horizon of at least 3 years, leading to a significant change in the structure of the company's assets or revenues;
4) Has its registered address outside the Republic of Poland or the rules of its activity are set out in an international agreement binding on the Republic of Poland;
5) Has been in operation for less than a year;
6) Was established for the purpose of implementing a project, in particular one subsidized with contributions from the budget of the European Union or non-reimbursable aid from the Member States of the European Free Trade Agreement (EFTA) or from other non-reimbursable foreign sources.
In the case of CCGT Gdańsk Sp. z o. o., premises have materialized that justify the determination of a different amount of the fixed part of remuneration of company management board members and its adjustment to the level of marketplace remuneration, in accordance with the benchmark.
CCGT Gdańsk Sp. z o.o. is a special-purpose vehicle established to implement the project of constructing a gas-steam power plant in Gdańsk.
In the period to date, the Company has carried out initial preparatory activities for which there was no need to build full executive structures, as the processes carried out in the Company were managed in terms of their content by internal support provided to the Company under an investment substitution agreement by another ORLEN Capital Group entity.
At present, the Company is entering the next stage of development where detailed analyses and preparations for joint execution of the construction of the gas and steam power plant are starting. They involve the need to develop the Company's structures in order to secure the execution of the construction under the expected time regime for the individual stages and with due regard paid to the required quality and professionalism of execution.