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.

 

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.

 

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.

 

Grzegorz Janas, Member of the Supervisory Board

A graduate of University of Marie Curie-Skłodowska in Lublin Faculty of Law and Administration. He began professional career in 1999 in the field of banking-financial services and after completion of the legal training employed in judicial authorities (firstly in the District Court in Nowy Dwór Mazowiecki and later in the District Court in Warsaw). During his judicial work delegated to the Ministry of State Treasury to the position of minister counsellor – as a Chief of the Team for Privatisation Processes Control. Commencing as of May 2016 associated with PZU Group, where he holds among others the position of President of the Board PZU Centrum Operacji S.A. He is also a member of the Supervisory Board of Polnord S.A. and Armatura Kraków S.A. During professional career he was member of numerous social organizations, participant of legislative works concerning changes of access to “legal professions”, act on receiver license, changes regarding court enforcement procedure and practice of court executive officer and regulations of civil code and civil procedure code. As a lawyer he specializes in corporate law, business law and real estate transactions law. He is an author of publications regarding companies law, act on registered pledge and pledge register and act on freedom of business activity.

 

Andrzej Gładysz, Member of the Supervisory Board

He is one the most experienced managers on insurance market, co-founder of insurance and insurance supervision regulations in Poland, with 30-year-old practice in insurance. Commencing as of 1991, he pursued his professional career from Ministry of Finance and State Office of Insurance Supervision through companies within Commercial Union group (currently Aviva), Prudential to PZU group, largest financial group in Central and Eastern Europe. In the years 1996-1998 he held the position of Director of Control Office in PUNU, in the years 1998-2011 numerous positions in Aviva group (general director, commercial proxy, boards member, supervisory boards member), in the years 2011-2017 deputy director of Prudential branch in Poland and commercial proxy of Prudential Polska, and as of 2017 legal office director, member of steering committees and chairman of supervisory boards of companies in PZU group. Attorney-at-law as of 1997. Starting from 1998 activist of insurance self-government within Polish Insurance Chamber, where he is an active voluntary, without remuneration, besides his duties performed in usual course. Social chairman and member of commissions, teams and working groups of PIU (Legal-Legislative Commission, Brokerage Commision, Good Practices Commision, Bancassurance Team), co-founder of new PIU organization model, code of ethics and good practices of PIU. Active and effective market representant in legislation works in parliament and on government level, among others because of his actions new regulations within the scope of personal data protection in insurance, group insurance and anti-money laundering were developed. Participant and lecturer of numerous conferences and trainings regarding organization and regulation of financial market in Poland and abroad, where he represented Poland and Polish insurance market. Winner of many awards and distinctions in the area of insurance. Decorated with the Bronze Merit Cross of RP.

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

Anna Sobocka – Member of the Audit Committee

Andrzej Gładysz – Member of the Audit Committee

Remuneration and Nomination Comittee

Members:

Andrzej Gładysz – Chairman of the Remuneration and Nomination Comittee

Martin Jasinski – Member of the Remuneration and Nomination Comittee

Stanisław Borkowski – 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.