Corporate Governance
Sanok Rubber Company S.A. strives to adhere to the highest corporate governance standards, ensuring transparency, accountability, and ethics in management and decision-making processes.
Our governance structure, compliance with regulations, and effective oversight mechanisms guarantee that the Company makes decisions in the best interests of its shareholders, employees, and other stakeholders.
Management Board
CEO
Piotr Szamburski
Graduate of the Warsaw School of Economics in International Economic and Political Relations and the Polish-German Academic Forum’s Economic and Social Studies program. He also holds a Certificate from the SGH College of Management and Finance. He began his professional career at Polish Cellular Telephony (now T-Mobile Polska S.A.), where he held various managerial roles, including responsibility for the Network Services Department, Technology Economics Office, and the Procurement Department. In 2015, he took a position in the Innovation and Resource Improvement Division, and since October 23, 2017, he has served as the President of the Management Board.
BUSINESS DEVELOPMENT AND IT SYSTEMS DIRECTOR
Marcin Saramak
Graduate of the Cracow University of Economics in Management and Marketing. He began his career with the company in 1995 as an investment specialist and, since 2001, has headed the Investment Department. From 2004 to 2005, he served as Deputy Director of the ERP Project, and since October 2005, he has been the Director of Purchasing and Investments. Since January 2009, he has served as the Director of Business Development and IT Systems.
AUTOMOTIVE BUSINESS AND DRIVE SYSTEMS DIRECTOR
Rafał Grzybowski
Graduate of the Rzeszów University of Technology in Mechanical Engineering and Machine Construction, specializing in Aircraft Control Systems, as well as postgraduate studies in Business Restructuring and Repair Management at the Warsaw School of Economics. He began his career in companies such as Lear Automotive (EEDS) Poland Sp. z o.o. and Lear Corporation Poland II Sp. z o.o., where he managed the quality department. In 2006, he joined Stomil Sanok S.A. as Director of Quality and Environmental Protection. In 2010, he was promoted to Director of the Automotive Division, and since 2019, he has served as the Director of Automotive Business and Drive Systems.
/ BUSINESS TRANSFORMATION DIRECTOR
Martijn Merkx
Graduate of Fontys Polytechnic University in Eindhoven in the field of Engineering Management. He has extensive experience in the automotive industry, gained in companies such as Ewals Cargo Care, DAF Trucks, TB&C Hybrid Technologies, and Inalfa Roofsystems. He held managerial positions in strategic purchasing, project management, and international business development. In May 2019, he joined the SRC Group, taking on the role of Member of the Management Board at Draftex Automotive.
Piotr Dołęga
Graduate of the Catholic University of Lublin in Finance and Banking, as well as postgraduate studies at the Warsaw School of Economics in “Finance and Taxation of Enterprises.” He has extensive experience in finance, management, and control within international corporations. From 2010 to 2016, he served as a Member of the Management Board and CFO at the Zelmer Group. Previously, he worked for companies such as Axtone, Asseco Poland S.A., and Zakłady Magnezytowe Ropczyce. Since 2016, he has served as the Director of the Finance Division at Sanok Rubber Company S.A.
Supervisory Board
Grzegorz Stulgis
Independent Member of the Supervisory Board in accordance with the statement on meeting the independence criteria.
Education and Qualifications:
- Graduate of the Poznań University of Economics and a licensed investment advisor.
Professional Career:
- Financial Analyst – Louisiana Department of Insurance
- Financial Analyst and Investment Advisor – Pekao Alliance TFI S.A., Credit Suisse Asset Management, PKO/Credit Suisse TFI S.A.
- 2012 – Member of the Board of the Hidden Talents Foundation
- 2013 – Member of the Board of the Friendly Country Foundation
- 2015 – Member of the Supervisory Board of Fabrity S.A.
- 2022 – Member of the Supervisory Board of Alumetal S.A.
According to the submitted statement, Krzysztof Rozen meets the independence criteria for a supervisory board member as defined by the European Commission in Annex II to the Commission Recommendation of 15 February 2005 on the role of non-executive directors or members of supervisory boards of listed companies and board committees (OJ EU L 05.52.51), Article 129 of the Act of 11 May 2017 on statutory auditors, audit firms, and public oversight (consolidated text: Journal of Laws of 2020, item 1415), as well as additional requirements specified in the Good Practices of Companies Listed on the Warsaw Stock Exchange, annexed to Resolution No. 27/1414/2015 of the Exchange Council dated 13 October 2015.
Marek Łęcki
Education and Qualifications:
- Cracow University of Economics (Faculty of Organization and Management)
Professional Experience:
Since 1990, Marek Łęcki has been associated with Stomil Sanok S.A. (currently Sanok Rubber Company S.A.), where he started as the Chief Executive Officer and from 1991 to 2017 served as the President of the Management Board. Previously, he worked for the Sanok Bus Factory “Autosan” in various positions in the economic division, up to the position of Deputy CEO.
From 2018 to 2021, he served as Chairman of the Supervisory Board of Sanok Rubber Company S.A.
From 2021 to 2025, he served as Deputy Chairman of the Supervisory Board of Sanok Rubber Company S.A.
Shareholder of Sanok Rubber Company S.A.
Marta Rudnicka
Education and Qualifications:
- Krakow University of Technology, Faculty of Chemistry and Organic Technology
- Former Member of the Scientific Board of IPGUm
- Member of the Scientific Board of the journal Elastomery
Professional Experience:
- From 1997 to June 25, 2015: Member of the Management Board of Sanok Rubber Company S.A.
- From 1995: Director of Research and New Launches at Stomil Sanok S.A.
- From 1977: Various positions related to technology and production at Stomil Sanok S.A. (currently Sanok Rubber Company S.A.)
- Shareholder of Sanok Rubber Company S.A.
Grażyna Sudzińska-Amroziewicz
Education and Qualifications:
- University of Gdańsk – Economics and Organization of Foreign Trade
- Development Programs: London Business School, Institut Européen d’Administration des Affaires
- Postgraduate Interdepartmental Studies at the Center for Forensic Sciences, University of Warsaw
Professional Experience:
- Member of Supervisory Boards and Audit Committees – VRG S.A. (since 2017), Prime Car Management S.A. (since 2018)
- Vice President of the Management Board (Chief Executive of Property Insurance) – AVIVA TUO S.A., December 2007 – September 2016: Management and development of property insurance across all product lines offered by AVIVA in Poland. Responsibility for the company’s balance sheet and profit and loss account.
- Director of Data Analysis and Business Predictions (Big Data Analytics) – AVIVA Sp. z o.o., April 2014 – September 2016: Developed concepts and organizational solutions and supervised the implementation of tasks related to effective data analysis and predictive reasoning.
- Vice President of the Management Board (CFO/COO) – Commercial Union PTE BPH CU WBK S.A., November 2006 – November 2007: Responsible for financial matters excluding investment portfolio management. Supervised service processes for over 2.5 million customers and 2,000+ representatives.
- Member of the Management Board (Financial Director of the Company / Financial Controller of the CU Group) – Commercial Union Sp. z o.o., March 2003 – November 2006: Responsible for statutory, regulatory, and intra-group reporting, consolidating financial information, budgeting, and monitoring performance.
- Director of Real Estate Management – CU TU na Życie S.A., February 2004 – November 2006
- Financial Department Director – CU TU na Życie S.A., January 1999 – February 2003
- Consultant, Senior Consultant – Arthur Andersen Sp. z o.o., September 1994 – January 1999: Participation in and leading audit projects and Business Consulting projects
According to the submitted statement, Ms. Grażyna Sudzińska-Amroziewicz meets the independence criteria for a member of the supervisory board as defined by the European Commission in Annex II to the Commission Recommendation of February 15, 2005, regarding the role of non-executive directors or members of the supervisory boards of listed companies and committees of the board (supervisory) (OJ EU L.05.52.51), Article 129 of the Act of May 11, 2017, on statutory auditors, audit firms, and public supervision (i.e., Journal of Laws of 2020, item 1415), and the additional requirements outlined in the Best Practices for WSE Listed Companies, which are annexed to Resolution No. 27/1414/2015 of the Stock Exchange Council of October 13, 2015.
Radosław Leszek Kwaśnicki
Education and Qualifications:
- 2017: Value Creation Through Effective Boards (IESE Business School and Harvard Business School, Executive Education)
- 2015 – 2016: Graduate of AMP (Advanced Management Program) at IESE Business School, University of Navarra
- 1997 – 2001: Master of Law cum laude at the University of Warsaw
- 2009: PhD in Law (Jagiellonian University)
- 2006: Qualified as a legal advisor
- 2000 – 2001: Rotary International Scholarship (University of Tübingen)
- 2000 – 2001: German Law School at the Faculty of Law and Administration (University of Warsaw and University of Bonn)
Professional Experience:
- 2009 – Present: RKKW Law Firm – KWAŚNICKI, WRÓBEL & Partners, Senior Partner, CEO
- 2020 – Present: Member of the Supervisory Board of G-Inwestycje Sp. z o.o. (authorized to the majority stake in DRUTEX S.A.)
- 2014 – 2019: Vice-Chairman of the Supervisory Board of PKN ORLEN S.A. (Independent Member of the Supervisory Board)
- 2016 – 2018: Member of the Supervisory Board of SFINKS Polska S.A.
- 2015: Member of the Supervisory Board of Polskie Koleje Państwowe S.A.
- 2012 – 2014: Chairman of the Supervisory Board of Impera Capital S.A.
- 2014: Chairman of the Supervisory Board of NAVI Group S.A.
- 2012 – 2013: Member of the Supervisory Board of MAGO S.A.
- 2008 – 2009: Member of the Supervisory Board of PGE ENERGIA S.A.
- 2008 – 2009: Vice-Chairman of the Supervisory Board of PGE ZEW-T Dystrybucja Sp. z o.o.
- 2007 – 2008: Secretary of the Supervisory Board of BOT Elektrownia Turów S.A.
- 2007: Chairman of the Supervisory Board of the Industrial Development Agency S.A.
- 2006 – 2007: Chairman of the Supervisory Board of Geotermia Pyrzyce Sp. z o.o.
Additional Professional and Social Activities:
- 2020 – Present: Member of the Commission for Ownership Supervision Reform at the Ministry of State Assets, Chairman of the Team for Increasing the Effectiveness of Supervisory Boards, Content Coordinator of the Teams
- 2020 – Present: President of the Board of the “We Are Together. We Help!” Foundation
- 2020 – Present: Founder of the “Nova Ars Polonie” Foundation
- 2010 – 2012: President of the Conciliation Court at the District Chamber of Legal Advisers in Warsaw
- 2009 – Present: Arbitrator at the Arbitration Court of the Confederation “Lewiatan”
- 2009 – Present: Arbitrator at the Arbitration Court of the Polish Chamber of Commerce
- 2011 – Present: Arbitrator at the International Court of Arbitration at the International Chamber of Commerce (ICC) in Paris
- 2012 – Present: Arbitrator at the Conciliation Court at the District Chamber of Legal Advisers in Warsaw
- 2010 – Present: Member of the Polish Institute of Directors, Professional Member of Supervisory Boards of PID
- 2002 – Present: Collaborator at the Polish-German Banking Law Center (Jagiellonian University)
- 2011 – Present: Member of the Editorial Board (until 2017) and currently Member of the Program Board of the “Monitor of Commercial Law”
- 2000 – Present: Author of over 500 publications on law
- 2008 – 2010: Expert for the Parliamentary Committee on Changes in Company Law (on behalf of the District Chamber of Legal Advisers in Warsaw)
According to the submitted statement, Mr. Radosław Kwaśnicki meets the independence criteria for a member of the supervisory board as defined by the European Commission in Annex II to the Commission Recommendation of February 15, 2005, on the role of non-executive directors or members of the supervisory boards of listed companies and committees of the board (supervisory) (OJ EU L.05.52.51), Article 129 of the Act of May 11, 2017, on statutory auditors, audit firms, and public supervision (i.e., Journal of Laws of 2020, item 1415) and the additional requirements outlined in the Best Practices for WSE Listed Companies, which are annexed to Resolution No. 27/1414/2015 of the Stock Exchange Council of October 13, 2015.
Szymon Adamczyk
Education:
- October 1987 – September 1992 – Silesian University of Technology, Faculty of Transport – Master of Science in Engineering – Construction and Operation of Motor Vehicles
- October 1992 – September 1993 – Postgraduate Studies in Management at the University of Economics in Katowice – Business Management, including finance and accounting
Professional Career:
Supervisory Boards:
- Alumetal S.A. – Member of the Supervisory Board: 2018 – 2023
- Feerum S.A. – Member of the Supervisory Board: 2020 – 2022
- Torpol S.A. – Member of the Supervisory Board: 2019 – present
- Polenergia S.A. – Member of the Supervisory Board: 2022 – present
- U-Cont Sp. z o.o. – Member of the Supervisory Board: 2011 – present
Member of the Audit Committee as part of the Supervisory Board activities.
Advisory Business Activity: Since September 2018 – present
- Clients: Alumetal S.A. (until 2023), Wobi-Stal Sp. z o.o., Extral Sp. z o.o.
Alumetal S.A. (December 2002 – September 2023):
- Member of the Management Board – Sales Director: until January 2009
- Vice President of the Management Board – Sales Director: until January 2013
- President of the Management Board – Managing Director: until September 2018
- Member of the Supervisory Board: October 2018 – July 2023
Marek Myśliwiec Sp. z o.o.: Sales Department Manager and Commercial Director: April 2000 – May 2001
Huta Ferrum S.A. (November 1992 – May 2000):
- Head of Automotive Department: until August 1995
- Sales Specialist: until May 2000
According to the submitted statement, Szymon Adamczyk meets the independence criteria for a member of the supervisory board as defined by the European Commission in Annex II to the Recommendation of the Commission of February 15, 2005, regarding the role of non-executive directors or members of the supervisory boards of listed companies and committees of boards (supervisory) (OJ EU L.05.52.51), Article 129 of the Act of May 11, 2017, on statutory auditors, audit firms, and public supervision (i.e., Journal of Laws of 2020, item 1415) and the additional requirements outlined in the Best Practices for WSE Listed Companies, which are annexed to Resolution No. 27/1414/2015 of the Stock Exchange Council of October 13, 2015.
Krzysztof Rozen
Independent Member of the Supervisory Board in accordance with the statement on meeting the independence criteria.
Education and Qualifications:
- 1993 Master of Business Administration with Honors, Rotman School of Management, University of Toronto, Canada
- 1986 Master of Economic Sciences, Warsaw School of Planning and Statistics, Faculty of Foreign Trade, Individual Study Program
Additional courses
- The Role of the Supervisory Board and Its Cooperation with the Management Board
- Effective Time Management
- Coaching for Leaders
- Mind Work and Energy Management
- Effective Motivation
Foreign Language Proficiency
- Polish and English – fluent in speaking and writing
- Russian and Spanish – basic proficiency
Professional Career:
Positions in Supervisory Boards and Advisory Committees:
- 2017–2018 Raiffeisen Bank Polska S.A. – Chairman of the Audit Committee, Member of the Supervisory Board
- 2015–2017 Wirtualna Polska Holding S.A. – Chairman of the Audit Committee, Member of the Supervisory Board
- 2015–2017 Amrest Holdings SE – Chairman of the Remuneration Committee, Member of the Supervisory Board
- 2015 Plus Bank S.A. – Member of the Supervisory Board
- 2000–2005 KPMG European Corporate Finance – Member of the European Board, representative of 13 Central and Eastern European countries
- 2015–2019 Association of the Jewish Historical Institute – Member of the Management Board
- 2008–2014 POLIN Museum of the History of Polish Jews – Chairman of the Development Committee
- 2018–2019 Polish Football Association (PZPN) – Chairman of the Club Licensing Committee
Professional Experience:
- 2001–2014 KPMG – Warsaw, Poland:
– Built and led the Corporate Finance Department at KPMG in Poland, providing investment banking services in mergers and acquisitions, financing, restructuring, and valuations. The department became a leading financial advisor in Poland with 30 professionals and annual revenues of approximately PLN 30 million.
– Integrated and managed the Corporate Finance team in Central and Eastern Europe, comprising 60 professionals across offices in Warsaw, Prague, Budapest, Bratislava, and Bucharest, delivering investment banking services in 13 countries of the region.
– Coordinated the work of an interdisciplinary Energy and Natural Resources team, responsible for client relations in this sector. Key clients included PGE, Tauron, Enea, ZE PAK, PSE, Gaz System, KGHM, and JSW.
– Co-developed and coordinated the implementation of KPMG’s investment banking service development strategy in Europe for 2000–2005. Participated in monthly meetings of the KPMG Corporate Finance European Board.
– Executed transactions and projects that generated revenues of PLN 350 million for the firm.
- 1996–1997 Citibank – Warsaw, Poland
Position: Deputy Director
– Created the first corporate loan syndication team in Poland – developed the operational strategy, designed product programs, recruited 5 professionals, and prepared a marketing plan targeted at local blue-chip companies and international conglomerates operating in Poland
– Executed transactions worth approximately USD 530 million
- 1993-1996 International Finance Corporation (The World Bank Group)
Position: Corporate Finance Consultant – Warsaw, Poland (1994–1996)
Intern – Washington, DC, USA (1993)
– Participated in a cement sector privatization project for the Ministry of Treasury in Poland. Took part in the preparation and execution of the sale of seven sector companies (including Cementownie Odra, Górażdże, Strzelce, Ożarów, Warta) to strategic investors, generating over USD 400 million in cash and investment guarantees.
- 1989-1991 TD Securities Inc. (TD Bank Group) – Toronto, Canada
Position: Broker
– Accepted and executed client orders for the purchase of securities and derivatives registered on stock exchanges in Canada and the USA.
Sector Expertise: Energy, Infrastructure, Banking
According to the submitted statement, Krzysztof Rozen meets the independence criteria for a supervisory board member as defined by the European Commission in Annex II to the Commission Recommendation of 15 February 2005 on the role of non-executive directors or members of supervisory boards of listed companies and board committees (OJ EU L 05.52.51), Article 129 of the Act of 11 May 2017 on statutory auditors, audit firms, and public oversight (consolidated text: Journal of Laws of 2020, item 1415), as well as additional requirements specified in the Good Practices of Companies Listed on the Warsaw Stock Exchange, annexed to Resolution No. 27/1414/2015 of the Exchange Council dated 13 October 2015.
Audit Committee
Marek Łęcki
Chairman of the Audit Committee
Grażyna Sudzińska- Amroziewicz
Member of the Audit Committee
Szymon Adamczyk
Member of the Audit Committee
Nomination Committee
Jan Woźniak
Chairman of the Nomination and Remuneration Committee
Radosław Kwaśnicki
Member of the Nomination and Remuneration Committee
Szymon Adamczyk
Member of the Nomination and Remuneration Committee
Reports on Corporate Governance Compliance
Information
Report dated 16/05/2025 on an incidental breach of Good Practices – principles 4.1 and 4.3
Information
Statement on the Application of Corporate Governance at SANOK RC S.A. in 2024
Information
Information on the Status of the Application of the DPSN 2021 Principles – After the 2023 Report on Adopting Principles 2.4, 4.1, and 4.3
Information
STATEMENT ON CORPORATE GOVERNANCE COMPLIANCE AT SANOK RC S.A. IN 2023 (Based on §70(6) item 5 of the Regulation of the Minister of Finance of March 29, 2018, on current and periodic information provided by issuers of securities).
Information
Information on the Status of the Company’s Compliance with the Principles Contained in the Code of Best Practice for WSE Listed Companies 2021 (According to the current compliance status, the Company does not comply with 9 principles: 1.3.1., 1.3.2., 1.4., 1.4.1., 1.4.2., 2.1., 2.2., 2.11.6., 3.2.)
Information
Information on the state of application of the DPSN 2021 principles.
Information
Report of June 29, 2022, on an Incidental Violation of the Best Practices – Principle 6.3
Information
Statement on the Application of Corporate Governance at SANOK RC S.A. in 2022
Information
Information on the Status of the Application of the DPSN 2021 Principles
Information
Statement on the Application of Corporate Governance at SANOK RC S.A. in 2021
Information
Statement on the Application of Corporate Governance at SANOK RC S.A. in 2020
Information
Statement on the application of corporate governance at SANOK RC S.A. in 2019.
Information
Report dated August 1, 2019 on the implementation of the principle.
Information
Information on the status of the application of the recommendations and principles of DPSN 2016 as of after August 1, 2019.
Diversity Policy
regarding Sanok Rubber Company
Certified Auditor
The Company does not have a permanent rule regarding the rotation of the entity authorized to audit the financial statements. According to the Company’s Statute, the selection of the certified auditor conducting the audit of the Company’s financial statements is the responsibility and authority of the Supervisory Board, which takes into account the interests of the Company and its Shareholders as well as the applicable legal regulations.
The selection of the entity auditing the financial statements of the Company must ensure independence in the performance of the entrusted tasks.