Integrated Report of Grupa Azoty 2022

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Comprised of more than fifty entities, it still operates as a single integrated Grupa Azoty brand. Synergies play a major role in optimising the potential of individual plants, facilitating cost savings, and enhancing revenue generation. Key decisions are centralised at the Group level.

Grupa Azoty S.A. specialises in the manufacture of engineering plastics and nitrogen fertilizers, complemented by service and trading activities. The Company is listed on the Warsaw Stock Exchange and is a constituent of international indices, including MSCI Emerging Markets.

The parent and its subsidiaries as at December 31st 2022

Grupa Azoty S.A.’s subsidiaries making up the Grupa Azoty Group:

Grupa Azoty Puławy

specialisation: manufacture of nitrogen fertilizers, granular urea, ammonium nitrate, ammonium sulfate and urea-ammonium nitrate solution (RSM®), melamine, hydrogen peroxide, caprolactam

registered in: Puławy

Grupa Azoty Police

specialisation: manufacture of nitrogen fertilizers, prilled urea, compound fertilizers and titanium white

registered in: Police

Grupa Azoty Kędzierzyn

specialisation: manufacture of nitrogen fertilizers, ammonium nitrate, urea-ammonium nitrate solution (RSM®) and aldehydes, OXO alcohols, as well as general-purpose and speciality plasticizers (Oxoviflex™ and Oxofine™)

registered in: Kędzierzyn-Koźle

Grupa Azoty Polyolefins

specialisation: manufacture of propylene and polypropylene (Gryfilen^®⁾

registered in: Police

Grupa Azoty Compounding

specialisation: manufacture of specialised engineering plastics through the compounding process

registered in: Tarnów

·Grupa Azoty Kopalnie i Zakłady Chemiczne Siarki Siarkopol Grzybów

specialisation: production and processing of sulfur, manufacture of liquid, prilled, insoluble, milled, granulated and flaked sulfur

registered in: Grzybów

Grupa Azoty Polskie Konsorcjum Chemiczne

specialisation: end-to-end design services for investment projects in the chemical industry

registered in: Tarnów

Grupa Azoty Koltar

specialisation: railway transport services, repair of rail car chassis and tankers used in the transport of hazardous materials

registered in: Tarnów

Grupa Azoty ATT Polymers Guben

specialisation: manufacture of polyamide 6 (PA6)

registered in: Guben (Germany)

COMPO EXPERT Holding Münster

specialisation: manufacture of speciality fertilizers

registered in: Münster (Germany)

Grupa Azoty Energia

specialisation: generation of electricity

registered in: Tarnów

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Structure of the Grupa Azoty Group as at December 31st 2022

Presented below are changes in the structure of business entities in 2022. For details, see the Directors’ Report on the operations of Grupa Azoty S.A. and the Grupa Azoty Group in the 12 months ended December 31st 2022, available on Grupa Azoty’s website.

Cancellation of shares in Prozap
Repurchase of shares in Grupa Azoty Siarkopol
Transfer of shares in ZAKSA
Share capital increase and cancellation of shares in Remzap
Establishment of Grupa Azoty Energia
Articles of incorporation of COMPO EXPERT Peru
Removal of Technochimserwis (closed joint-stock company) from register of legal entities

Placing a priority focus on customers, minimising environmental losses and mitigating potential hazards are the three fundamental pillars of the Integrated Management System implemented at the Grupa Azoty Group. Aligned with international standards and rooted in the concept of continuous improvement, the system is designed to ensure the delivery of our strategic goals.

Our priorities remain unchanged for years:

high product quality,
technological and plant safety,
commitment to environmental protection,
process safety,
working conditions meeting the OHS requirements,
improvement of energy efficiency.

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Grupa Azoty Management Board

he operations of Grupa Azoty S.A. are directed by the Management Board, consisting of seven executive members. In 2022, all members of the Management Board were male. The President of the Management Board is not a member of senior management. As at December 31st 2022, the Management Board of Grupa Azoty S.A. was composed of¹:

Tomasz Hinc, President of the Management Board

Remit at the Company:

directing the work of the Management Board,
corporate management,
corporate supervision,
legal support,
HR,
internal audit,
communication, PR, sponsorship and CSR,
compliance management,
legal support,
representing Grupa Azoty S.A.

Mariusz Grab, Vice President of the Management Board

Remit at the Company:

management of procurement processes, excluding natural gas,
ICT processes,
safety and cybersecurity management,
raw materials and intermediate products integration,
manufacture and sale of polypropylene,
president of the Management Board of Grupa Azoty Police.

Filip Grzegorczyk, PhD, Vice President of the Management Board

Remit at the Company:

energy transition and New Green Deal,
regulations, public affairs and market protection,
corporate risks,
logistics,
president of the Management Board of Grupa Azoty Kędzierzyn.

Tomasz Hryniewicz, Vice President of the Management Board

Remit at the Company:

sales management excluding polypropylene,
customer service quality management,
product portfolio management,
management of procurement processes,
president of the Management Board of Grupa Azoty Puławy.

dr Grzegorz Kądzielawski, Vice President of the Management Board

Remit at the Company:

research and development,
innovations,
protection of intellectual and industrial property rights,
collaboration with universities,
monitoring of investment project implementation,
social dialogue,
strategic planning and monitoring of strategy implementation,
strategic project management,
New Green Deal and Circular Economy.

Marek Wadowski, Vice President of the Management Board

Remit at the Company:

financial management,
accounting policy management,
monitoring of budget implementation,
planning, budgeting and controlling,
investor relations.

Zbigniew Paprocki, Member of the Management Board, Director General

Remit at the Company:

Director General,
integration of production processes across Grupa Azoty S.A.
maintenance of production assets, shutdowns and repairs,
critical infrastructure,
plant, fire and environmental safety.

¹ The Management Board includes no under-represented social groups, i.e. employees representing a minority within the organisation (social or otherwise).

For a detailed description of the remits of individual members of the Management Board, see the Directors’ Report on the operations of Grupa Azoty S.A. and the Grupa Azoty Group in the 12 months ended December 31st 2022.

In early 2023, there were changes in the structure of the Management Board. Its current composition can be viewed on the Group’s website.

Grupa Azoty S.A. Supervisory Board

The Supervisory Board of Grupa Azoty S.A. consists of five to nine members, appointed for a joint three-year term of office. At least two of them must satisfy the relevant independence criteria. The Chair of the Supervisory Board is appointed by the General Meeting, performing its duties pursuant to the Rules of Procedure for the Supervisory Board and the Company’s Articles of Association.

Key powers and responsibilities of the Supervisory Board include:

appointing and removing from office Management Board members,
assessing the Management Board’s proposals on distribution of profit or coverage of loss,
assessing the Directors’ Report on the operations of Grupa Azoty S.A. and the Grupa Azoty Group, as well as the separate financial statements of the Company and the consolidated financial statements of the Group,
selecting the audit firm,
approving the Company’s long-term strategic plans,
approving annual budgets including capital expenditure budgets,
issuing opinions on all matters submitted by the Management Board for consideration to the General Meeting,
granting consent for the Management Board to execute material legal transactions.

The Supervisory Board of Grupa Azoty S.A. consisted of nine members – two females and seven males. Three members of the Supervisory Board satisfied the independence criteria. Three persons were elected for appointment to the Supervisory Board by employees. In 2022, the Supervisory Board held 11 meetings and 17 votes.

As at December 31st 2022, the Supervisory Board was composed of²:

Magdalena Butrymowicz, LL D – Chair of the Supervisory Board,
Wojciech Krysztofik – Deputy Chair of the Supervisory Board,
Robert Kapka – Secretary of the Supervisory Board, elected by employees,
Monika Fill – Independent Member of the Supervisory Board,
Bartłomiej Litwińczuk – Member of the Supervisory Board,
Michał Maziarka – Independent Member of the Supervisory Board,
Marcin Mauer – Independent Member of the Supervisory Board,
Janusz Podsiadło – Member of the Supervisory Board, elected by employees,
Roman Romaniszyn – Member of the Supervisory Board, elected by employees.

The current composition of the Supervisory Board can be viewed on the Group’s website.

Learn more about our management structure and committees set up at the Group.

² On January 3rd 2023, Marcin Mauer resigned as Member of the Supervisory Board. On January 11th 2023, Marzena Małek was appointed to serve on the Supervisory Board. The Supervisory Board includes no under-represented social groups, i.e. employees representing a minority within the organisation (social or otherwise).