Integrated Report 2023

Company and Capital Group organisational chart and management structure

Capital Group organisational structure

  • GRI 2-1
  • GRI 2-2

Grupa KĘTY S.A. with its registered office in Kęty at ul. Kościuszki 111, 32-650 Kęty, is a parent of the Capital Group of Grupa KĘTY S.A. consisting of 22 companies, in which the Issuer holds directly or indirectly 100% share in the share capital and all votes in General Meetings, respectively (except Aluprof Netherlands B.V., in which the Issuer holds indirectly through Aluprof S.A. a 55% share in the share capital and the total number of votes in the General Meeting), that are subject to full consolidation.

Grupa KĘTY S.A. also holds indirectly, through Aluprof S.A. and Aluprof System USA Inc, 45.5% shares in Aluprof USA LLC with its registered office in New York (associated company, recognised using the equity method), which is now being wound up.

Apart from Dekret Centrum Rachunkowe Sp. z o.o, which provides accounting and human resources services to all Capital Group companies, the other companies run business within three business segments: Extruded Products Segment (EPS), Aluminium Systems Segment (ASS), and Flexible Packaging Segment (FPS).

Each Segment has a leading company, the name of which is at the same time the main brand by which the products of the particular segment are recognised. Each Segment has in its structures the services necessary to carry out business in the area of both production and trade. Some of the corporate and coordination functions availed of by all companies of the Capital Group have been concentrated in the form of the Corporate Centre of Grupa KĘTY S.A.

The central areas comprise: human resources, corporate social responsibility and sustainable development, communication, investor relations, IT, finance, accounting, management and financial reporting, corporate supervision and capital investments, risk and compliance management, and internal audit.

In 2023 Romb S.A. was merged with Aluprof S.A. (acquiring company) and the process of winding up the company of Marius Hansen Facader A/S was completed.

Company name Core business
EPS
Grupa KĘTY S.A. Holding company, production and sales of aluminium profiles
Aluform Sp. z o.o. Production of aluminium profiles
Grupa Kety Italia SRL Trade and marketing services
Alupol LLC Production of aluminium profiles
Aluminium Kety EMMI d.o.o. Production and working of aluminium profiles
Aluminium Kety Deutschland GmbH Trade and marketing services
Aluminium Kety CSE s.r.l. Trade and marketing services
ASS
Aluprof S.A. Production and sales of aluminium systems and roller-shutter systems for construction business
Aluprof Hungary Kft. Trade and marketing services
Aluprof Deutschland GmbH Trade and marketing services
Aluprof System Romania SRL Trade and marketing services
Aluprof System Czech s.r.o. Trade and marketing services
Aluprof UK Ltd. Trade and marketing services
Aluprof Belgium N.V. Trade and marketing services
Aluprof System Ukraina LLC Trade and marketing services
Aluprof Netherlands B.V. Trade and marketing services
Glassprof Sp. z o.o. Production and trade in fire glass
Aluprof System USA Inc Trade and marketing services
FPS
Alupol Packaging S.A. Production and trade in plastic packaging
Alupol Packaging Kęty Sp. z o.o. Production and trade in plastic packaging
Alupol Films Sp. z o.o. Production and trade in plastic films
Other
Dekret Centrum Rachunkowe Sp. z o.o. Accounting and bookkeeping services

Neither Grupa KĘTY S.A., nor other Capital Group companies have branches (divisions) within the meaning of the Act on Accounting.

Organisation and management of the Company and the Capital Group

  • GRI 2-9

Grupa KĘTY S.A. operates on the basis of a notarised deed of 3 March 1992 on the transformation of a state-owned company into a joint stock company, the Articles of Association of the Company dated 3 March 1992, as amended, decisions of the District Court in Bielsko-Biała of 1 April 1992 on entering the Company into the Commercial Register, as amended, the District Court in Kraków of 9 July 2002 on entering the Company into the Register of Entrepreneurs of the National Court Register, as amended, as well as on the basis of the applicable legal regulations, including the Code of Commercial Companies.

The internal organisation of Grupa KĘTY S.A. results from the organisational regulations, which define, among other things, the manner of managing the Company affairs as well as performing tasks and competencies at the particular management levels, with the use of internal legal acts indicated in the regulations, e.g. resolutions of the governing bodies of the Company, regulations, internal orders, instructions, procedures and policies.

All internal documents related to the operations of the Company may be found on the OrangeBook platform. The particular areas of operation of the Company and the Capital Group are managed by Members of the Management Board, acting under the chairmanship of the President of the Management Board and appointed by the Supervisory Board.

The Management Board are assisted in their activities by the Management Board Bureau and a detailed principles of operation are determined in the adopted Management Board By-law.

In 2023 there were not made any major changes in the distribution of responsibility among the particular Management Board Members, except of for some organisational changes reflected in the below chart, which was valid on the balance-sheet date.

On 15 September 2023 the Supervisory Board of Grupa Kęty S.A. passed a resolution on appointing Mr Roman Przybylski Member of the Management Board starting from 1 January 2024, entrusting him with the function of Vice President of the Management Board, Director for Investments and Development. With regard to the appointment of the new Management Board Member, post the balance-sheet date the above distribution of responsibility was updated.

The Capital Group applies a management model based basically on the systems of:

  • internal control,
  • risk and compliance management,
  • internal audit.

The model defines roles and duties within the particular systems, the efficiency of which is supported by management staff supervision, i.e. the Management Board and the Supervisory Board of the Company.

Within the internal control system there were established and designed key organisational and process solutions, which make up the framework of the system. The current monitoring and assessment of the system solutions are carried out, including verification of the Capital Group procedures and policies at least once a year.

An element of the internal control system is the OrangeBook platform for all Capital Group companies, which merges the elements of strategic and operating management of the Capital Group into one homogeneous supervision system and ensures proper implementation of the tasks.

The risk management system is based on the implemented Risk Management Policy (ERM), which sanctions the roles and duties of the appointed system participants, together with the formally appointed Risk and Compliance Committee. The defined frameworks of the system functioning represent a major element supporting the process of the Company and the Capital Group management.

The solutions defined within the compliance system are focused on ensuring compliance of the Company and the Capital Group processes with the provisions of the generally binding laws, as well as the adopted internal regulations (including compliance of the internal regulations with the provisions of the generally binding laws).

The system comprises solutions for informing the employees about changes in laws and regulations.

Internal audit supports the Company and the Capital Group in achieving the set out objectives by way of verification and ensuring the efficiency of risk management, control and organisational governance processes as well as consultancy and advice.

Detailed information on the functioning of internal audit, compliance and risk management.