Management Board

Dariusz Mańko

President of the Management Board & Chief Executive Officer

Dariusz Mańko is a graduate of the University of Agriculture in Poznań and a post-graduate course in Company Finance Management at the University of Economics in Katowice. He also took part in a number of domestic and foreign courses in management and marketing.

In the years 1993–1996 he worked for SAPA POLAND, a company owned by the Swedish SAPA concern, first as a Sales Representative and later as Sales and Marketing Manager. His career at Grupa KĘTY started in 1996.

In the years 1996–1999 he was Manager of Grupa KĘTY Stamping Plant (former ZML Kęty). From 1999 to 2005 he held the position of the President of the Management Board and CEO of Aluprof S.A. In the years 2000–2005 he was also Member of Grupa KĘTY S.A. Management Board. He was elected President of the Management Board on 3 August 2005.

Mr Mańko is a co-father of key investment programmes for the years 2004–2025, of the total value of PLN 4.3 billion, which brought Grupa KĘTY not only fast engineering development, but also permanent competitive advantage, contributing to achieving record results in 2022.

He has also been a co-creator of the Company’s and Capital Group’s development strategy thanks to which the image of Grupa KĘTY as one of the fastest developing production companies in the aluminium sector has been built. His competence in management has been recognised in the most prestigious rankings (including the 1st place in the ‘Valuation of the Polish TOP 30 Managers’ – 2021 Edition sub-ranking, and 2nd place in the sub-raking of the ‘The Stock Exchange Company of the Year 2021’ competition).

Roman Przybylski

Vice President of the Management Board, Director for Investments and Development

Mr Roman Przybylski graduated from the Krakow University of Economics, Faculty of International Management. He also completed executive education programmes organised by Cambridge Judge Business School and Stanford University Graduate School of Business.

In 2003 he joined the Nowy Styl Capital Group. In the years 2006-2009 he was Member of the Management Board of Baltic Wood S.A., Nowy Styl Strategy and Business Development Director, with duties that included building foreign sales structures, as well as Managing Director of the Nowy Styl brand in charge of the whole commercial area.

In 2009, he became Member of the Management Board of Nowy Styl, responsible for all sales, marketing and product management functions. Moreover, he was co-responsible for acquisition processes, and further for restructuring and integration of the foreign companies taken over by the Capital Group (in Germany, Switzerland, the Netherlands, and France).

In March 2023 he became Vice President of the Management Board of Nowy Styl International.

Since 1 January 2024 he has been Vice President of the Management Board, Director for Investments and Development of Grupa KĘTY S.A.

Rafał Warpechowski

Member of the Management Board, Financial Director

Mr Rafał Warpechowski is a graduate of the Warsaw University of Technology, Faculty of Civil Engineering. In 1996, he obtained a Master of Business Administration degree. In 2011 he completed the qualification process of ACCA (the Association of Chartered Certified Accountants).

He has over 20 years of professional experience in finance, planning, management information systems and investor relations, gained at international capital groups listed on stock exchanges.

He has been Member of the Management Board and Financial Director of Grupa KĘTY S.A. since 1 October 2019. In the years 2008–2018 Mr Warpechowski was Executive Director for Planning and Reporting at Grupa ORLEN, in the years 2003–2008 he was responsible for the area of accounting at Telekomunikacja Polska (present Orange Polska), in the years 1998–2003 he was Financial Director for Planning and Development at Grupa Impexmetal, and in 1996–1998 he worked at PriceWaterhouse consultants. He held functions in the governing bodies of a number of companies of the aforesaid capital groups, including President of the Management Board of ORLEN Corporate Services Centre, Member of the Management Board of UNIPETROL Services, Deputy Chairman of the Supervisory Board of ORLEN Paliwa, Member of the Supervisory Boards of UNIPETROL and TP Emitel.

Piotr Wysocki

Member of the Management Board & Deputy Chief Executive Officer

Mr Piotr Wysocki has a master’s degree in engineering. He graduated from the University of Agriculture and Technology in Olsztyn, Faculty of Civil Engineering. He also took a post-graduate course at the University of Economics in Katowice.

Before joining Grupa KĘTY, in the years 1996–2000, he worked at Hydro Aluminium Chrzanów Sp. z o.o., a subsidiary of the Hydro Aluminium international concern. He joined Grupa KĘTY S.A. in 2000, starting his career as Sales Director.

Then, in the years 2002–2008, he held the position of Director of the Extruded Products Segment of Grupa KĘTY S.A. Since 2008 he has been acting as Deputy CEO of Grupa KĘTY S.A.

Along with that function, he has been acting as President of the Management Board of the subsidiary Aluform Sp. z o.o. He has been Member of the Management Board of Grupa KĘTY S.A. since 1 January 2018.

Mr Wysocki is a co-father and facilitator of key investment projects at the Extruded Products Segment where production capacity has grown to 110,000 tons a year.

As a Deputy CEO of Grupa KĘTY S.A. he has been one of the initiators of establishing the Polish Aluminium Association to represent the interests of the largest aluminium companies and associate dozens of partners from the Polish aluminium sector business environment.

Tomasz Grela

Member of the Management Board

Mr Tomasz Grela is a graduate of the Silesian University of Technology in Gliwice, Faculty of Civil Engineering, with major in Technology and Management in the Construction Business. He also took a post-graduate course in Business Management at the University of Economics in Katowice.

Prior to joining the Capital Group of Grupa KĘTY S.A. he worked as a Sales Director and Logistics Director at Farmacol S.A. and was Marketing Team Manager at DOMBUD S.A.
He started his career at the Grupa KĘTY S.A. Capital Group in 2002.

In 2002–2006 he was Director for Operations and Member of the Management Board of Metalplast Bielsko S.A.

In 2004–2008 he acted as President of the Management Board of Metalplast Stolarka Sp. z o.o.

He has been President of the Management Board and CEO of Aluprof S.A. since 2008. On 1 January 2018 he was elected Member of the Management Board of Grupa KĘTY S.A.

Mr Grela has been in charge of many key projects at Aluprof S.A., including construction of an independent Research and Innovation Centre with the largest in Central and Eastern Europe chamber for testing the physical properties of curtain walls, and construction of fire-rated glass production plant under the brand of Glassprof Sp. z o.o. Under his rule Aluprof S.A. has been awarded the ‘Market Leader in Joinery’ title 15 times year over year, and also many times the title of ‘Golden Building Brand’.

His competences in management have been honoured in prestigious rankings (‘Creator of the Construction Business’ and ‘Personality of the Sector’ in the Poland-wide competition held by the Builder magazine for the construction, architecture and business sectors).

Competences of the Management Board and information on the method of the Board appointment and operation

The Management Board consists of two to five Members, including the President of the Management Board. The President of the Management Board and other Members of the Board are appointed and recalled by the Supervisory Board. The term of office of the Management Board Members is three years. The Management Board Members are appointed for a joint term of office. If the membership of the Management Board no longer complies with the requirements of the Articles, the Supervisory Board shall immediately pass a resolution on changing the membership of the Management Board.

The Management Board runs the affairs of the Company and represents it. The Company is represented by two Members of the Management Board or one Member of the Management Board jointly with a proxy. Any matters related to running the affairs of the Company, which have not been reserved by the Articles or by law for the General Meeting or the Supervisory Board, fall within the competencies of the Management Board.

The By-law is passed by the Management Board and approved by the Supervisory Board. Acting by the Management Board Members as members of the management boards or supervisory boards of companies outside of the Capital Group requires consent of the Supervisory Board.

The resolutions of the Management Board are passed with absolute majority of votes. In the event of an equal number of votes for and against a resolution, decisive is the vote of the President of the Management Board. The following matters require a resolution of the Management Board:

receiving and presenting to the General Meeting the annual reports on the operations of the Company and the Capital Group, financial statements, and consolidated financial statements of the Capital Group;
presenting motions to the General Meeting, along with the opinion of the Supervisory Board, in the following matters:
- resolutions regarding profit distribution or loss coverage;
- change of the Company line of business;
- amendment of the Articles;
- share capital increase or decrease if the increase or decrease takes place in the manner requiring a resolution of the General Meeting;
- merger, split or transformation of the Company;
- winding-up and liquidation of the Company;
- issue of share-convertible bonds;
- sale or lease of the enterprise or its organised part, or encumbering thereof with a limited right in property;
- disposing of interest or shares vested in the Company of the value exceeding PLN 100,000,000 (say: one hundred million zlotys), including by encumbering them, except for disposal for the benefit of the companies within the Capital Group;
- any provisions related to claims for damages incurred at the moment of founding the company, or management or supervision of the Company;
- determination of the date of acquiring the right to dividend and dividend payout date;
- passing resolutions regarding the Company shares redemption;
convening ordinary or extraordinary General Meetings:
- on the Management Board’s own initiative;
- at a written request of the Supervisory Board;
- at a written request of the shareholders representing at least one twentieth of the share capital;
division of duties among the Management Board members;
establishment of the Company organisational regulations or organizational structure, as well as creation or closure of branches, departments, plants and other separated business units of the Company as regards the level of positions or organisational units of the Company which report directly to a member of the Management Board;
granting and recalling proxy rights and powers of attorney;
adoption of the Company work regulations and rules applicable to the corporate payroll, awards and bonus systems as well as the Corporate Social Benefits Fund;
approval of consolidated budgets, the Company budgets, and strategy of the Capital Group;
granting donations;
making decisions on group redundancies;
disposing of or putting into use the Company assets of the net book value or market value exceeding PLN 200,000.00 (say: two hundred thousand zlotys) except for disposing of or putting into use any assets for the benefit of the companies of the Capital Group or within the ordinary course of business of the Company; as well as liquidation of property, plant and equipment (except for computer sets, laptops, dies, inserts, mounts, bolsters, rings, stamps, transfer moulds, adapters, sleeves and punchers) of the initial value exceeding PLN 10,000.00;
taking out cash liabilities in the value exceeding PLN 12,500,000 (say: twelve and a half million zlotys), except for liabilities provided for in the Company budget and liabilities taken out within the Company ordinary course of business, and referring to the purchase of primary aluminium, aluminium billets, electric energy, methane-rich gas, and heat;
taking out cash liabilities in the value exceeding PLN 1,000,000.00 (say: one million zlotys), in relation to activities which have not been listed in § 14.3 of the Articles, except for liabilities included in the Company budget and liabilities taken out within the ordinary course of business of the Company;
taking out cash liabilities in one-off value exceeding PLN 200,000.00 (say: two hundred thousand zlotys), under the agreements on providing advisory services to the Company, except for liabilities under the advisory agreements signed with the companies of the Capital Group;
any other matters requiring the consent of the Supervisory Board under § 14.3 of the Articles;
referring to the Supervisory Board with a request for opinion in any matter determined by the Management Board;
entering into significant transactions within the meaning of the Act on Public Offering, except for transactions for which the Act on Public Offering excludes the duty of obtaining the consent of the Supervisory Board or the General Meeting;
undertaking activities related to internal audit, whereas resolutions in the matters listed below are passed upon prior approval of the Supervisory Board in the respective matter:
- approval of the Internal Audit Rules,
- approval of the Annual Internal Audit Plan in reference to risk analysis,
- approval of the Long-term Internal Audit Plan,
- approval of the Internal Audit budget and plan of resources,
- ordering an ad hoc audit task,
- appointment and recall of the Internal Audit Director,
- approval of remuneration or any other compensation for the Internal Audit Director which does not result from internal rules or other procedures binding at the Company;
approval of the Management Board assessment of the effectiveness of internal audit functioning at the Company, along with a respective report, and presenting it to the Supervisory Board.

A resolution of the Management Board may also be required for matters other than listed above, as proposed by the Management Board Members. The managing persons have no right to decide on the issue or redemption of shares but only to initiate actions in that regard.

In 2023, the Management Board held 32 meetings, in which 113 resolutions were passed.

The principles of the Management Board operation are regulated by the Code of Commercial Companies. The detailed methods of the Management Board operation are determined in the Company Articles and the Management Board By-law, passed by the Management Board and approved by the Supervisory Board, available on the corporate website.