Supervisory Board

The Supervisory Board of Medicalgorithmics S.A. consists of at least five and no more than nine members appointed for a joint three-year term. Principles of its operation are regulated in detail in the Articles of Association.

Composition of the Supervisory Board

MAREK DZIUBIŃSKI, PHD, Chairman of the Supervisory Board

A graduate of Inter-Faculty Environmental Protection Program at the University of Warsaw, with specializations at the Physics, Mathematics and IT Faculties (2000) and the doctoral studies at the Department of Multimedia Systems of the Gdańsk University of Technology (2006). Since June 2005 (with intervals), he has held the position of President of the Management Board and CTO (Chief Technology Officer) at Medicalgorithmics S.A. He gained experience working at Aud-X Team, Waveformatic and Houpert Digital Audio, as well as in the Presto-Space project. Marek Dziubiński is the co-founder of Medicalgorithmics S.A. and for many years he performed the function of the President of the Management Board.

 

Michał Wnorowski, Vice-chairman of the Supervisory Board

Michał Wnorowski is a graduate of the Warsaw School of Economics and the University of Economics in Kraków. Currently, he is an independent Supervisory Board Member in the following companies: Medicalgorithmics, Develia, Alumetal, Voxel, Arteria. He has been professionally associated with the financial market since 1995. In 2012-2016 he was the Investment Director in the PZU Group responsible for managing the Long-term Share Portfolio. Previously, for many years he was the director of the department of the market analysis and corporate governance in PZU Group. He has experience in managing investment projects, market analysis, enterprise analysis and valuation as well as securities portfolio management. He has also been involved in the restructuring and corporate governance supervision. He was a member of the Supervisory Board in the following companies: Robyg, Elektrobudowa, Travelplanet.pl, EMC Instytut Medyczny, Braster, Enter Air, Armatura Kraków, ARM Property.

Marek Tatar, Member of the Supervisory Board

He is a graduate and a doctoral student in the Faculty of Law and Administration at the Jagiellonian University, Attorney-at-law. He is a Managing Partner at the Tatar i Wspólnicy sp. k. law firm. Earlier he worked at the company of Elektomontaż nr 2 Kraków S.A., Dom Maklerski PENETRATOR S.A. and in Trigon Dom Maklerski S.A. Currently, Marek Tatar is also the Chairman of Supervisory Boards at CryptoTech S.A., Sunex S.A. and Supervisory Board Member in Trigon Dom Maklerski S.A. and Termo-Rex S.A.

 

Anna Sobocka, Member of the Supervisory Board

Graduated from University of Łódź, field of study – foreign trade. Graduated from University of Warsaw – postgraduate studies in psychology of human resources management and from IE Business School (Instituto de Empresa) in Madrid, field of study International Executive MBA. Holds following professional certifications: Polish Certified Public Accountant, FCCA, Certified Internal Auditor (CIA) and Certified Fraud Examiner (CFE). Finance professional who combines strategic and tactical financial expertise of 3+ years as CFO and 5+ years as an entrepreneur with deep understanding of international organisations, operating in several industries gained during 15+ years in financial audit and business advisory.

 

Stanisław Borkowski, Member of the Supervisory Board

He holds the title of Executive MBA: University of Quebec w Montreal / SGH – Master of Business Administration, and also graduated from the University of Oslo (Norway) with the degree of medical doctor. He has extensive management and supervisory experience in the following sectors: insurance, banking, healthcare, biotechnology, finance, investment funds, IT, new technologies, renewable energy, international expansion of products and services in various sectors and business models. He is/was a member of the Supervisory Boards of companies: UNUM Polska S.A., Polish-Canadian Chamber of Commerce, IFHP – International Federation of Health Plans, Lady Sue Ryder of Warsaw Foundation and TFI Allianz Polska S.A.

 

Brandon von Tobel, Member of the Supervisory Board

Brandon von Tobel is a graduate of Columbia University in the City of New York: BA, University of Pennsylvania School of Medicine: MBE and Miller School of Medicine at the University of Miami: MD. He is the CEO & Founder of D-Ink Inc. – financial and operational consulting firm working with startups, healthcare practices, and established companies in need of executive expertise, financial planning, M&A advising, capital raising, commercial strategy, HR expansion, & Sales and Marketing acumen. Growth-oriented and budget-minded executive with physician-level industry knowledge and a venture capital background who has a proven record of streamlining businesses while growing revenue and a history of building successful national and international sales networks while navigating the uncertain realm of the global and US healthcare environment. Agile, strategic leader who has executed multi-million dollar budgetary decisions.

 

Martin Jasinski, Member of the Supervisory Board

He graduated from Columbia University, New York, New York with a title of MBA, Finance & General Management, SUNY at Buffalo, Buffalo, New York with a title of M.A., Geographic Information Systems / Computer Science and University of Warsaw, Poland and Hunter College, New York, New York with a title of B.A., Geography & Economics. He is a Founding Partner of Cogito Capital Partners – a growth-stage venture capital fund investing in Central European B2B technology companies with global expansion potential. Focus on enterprise software, fintech and digital health opportunities. Before establishing Cogito Capital Partners, he had led initial investments in Medicalgorithmics through a managed investment vehicle.

Audit Committee

The Audit Committee has been appointed as an advisory body acting collectively within the structure of the Supervisory Board. With the members indicated below the Audit Committee meets the criteria of independence from the Company and other requirements specified in Article 129 of the Act of 11 May 2017 on statutory auditors, audit companies and public supervision (Dz.U. z 2017 r. poz. 1089 [Journal of Laws of 2017, item 1089]).

Members:

Michał Wnorowski – Chairman of the Audit Committee

Marek Tatar – Member of the Audit Committee

Remuneration and Nomination Comittee

Members:

Stanisław Borkowski – Chairman of the Remuneration and Nomination Comittee

Martin Jasinski – Member of the Remuneration and Nomination Comittee

Brandon von Tobel – Member of the Remuneration and Nomination Comittee

REPRESENTATIONS AND INFORMATION REGARDING MEETING THE CRITERIA OF INDEPENDENCE

According to the submitted declarations, the Members of the Supervisory Board do not participate in a competing entity as partners in a civil-law or private partnership or joint-stock company and do not participate in a competing legal entity as members of its corporate body. They are not entered in the Register of Insolvent Debtors kept pursuant to the Act on the National Court Register.

In addition, all members of the Supervisory Board, except for Marek Dziubiński, made statements in accordance with which relative to Medicalgorithmics S.A. they comply with:

• the independence criteria set out in Art. 129 paragraph. 3 of the Act of May 11, 2017 on statutory auditors, audit firms and public supervision,

• the independence criteria set out in Annex II to the Recommendation of the European Commission 2005/162 / EC of February 15, 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board, and

• additional criteria of independence defined in principle II.Z.4. sentence. 2 and 3 of the Best Practice for WSE Listed 2016.