GOV-1 The role of the administrative, management and supervisory bodies
The roles and responsibilities of the governing body of the Enea Group are set forth in the Accounting Act of 29 September 1994, the Commercial Company Code, the Rules and Regulations of the Enea S.A. Management Board, the Company’s Articles of Association and the Organizational Rules and Regulations. All matters related to the management of the parent company that are not reserved for the General Meeting or the Supervisory Board fall within the purview of the Management Board. The Management Board manages the affairs of Enea S.A. – including those related to business operations – and represents the Company in all court and out-of-court transactions. Any ordinary activities of the Company which have not been reserved as requiring a resolution of the Management Board shall be conducted individually by the President and the particular Management Board members in accordance with the internal allocation of duties:
Grzegorz Kinelski, President of the Management Board
coordinates issues related to all activities in the Enea Group, including by overseeing all issues related to audit and control, communications, security, occupational health and safety, environmental protection, and activities of the Management Board Office and the Data Protection Officer; Expert in energy, economics and corporate management. Electrical engineer, doctor of economic sciences specializing in energy and gas trade. He has extensive experience in corporate restructuring, strategy implementation and the management of complex projects and organizations.
Marek Lelątko, Vice-President of the Management Board for Financial
oversees and coordinates all economic, financial and accounting issues related to risk management, controlling and ICT as well as administrative matters in the Enea Group; Mr. Lelątko is economist with many years of experience in managing large and diverse teams and complex organizational structures; an expert in the areas of accounting, finance and controlling, and in developing and implementing strategies, building management information systems, restructuring, reorganization, automating processes and managing projects.
Dalida Gepfert, Vice-President of the Management Board for Corporate Matters
oversees and coordinates all issues related to corporate governance, human resources, cooperation with trade unions, strategy and innovation as well as the legal, compliance and ESG areas in the Enea Group. Ms. Gepfert is a manager with experience in managing organization building and restructuring, implementing IT systems and improving the quality of services to customers across the entire value chain of the energy industry (generation, distribution, wholesale and retail). She has been responsible for organizational processes, building the competencies of her colleagues, developing a knowledge- and accountability-based organizational culture. She leads projects driving business efficiency and energy transition.
Bartosz Krysta, Vice-President of the Management Board for Commercial Matters
oversees and coordinates all issues related to trade, marketing, regulations and energy transition across the value chain Enea Group. He specializes in district heating, asset optimization, portfolio management, wholesale of electricity and related instruments, as well as controlling and risk management.
The Supervisory Board exercises ongoing oversight of the Parent Company’s operations in all areas of its business, including ESG. A description of its role and responsibilities is set forth in the Commercial Company Code, the Articles of Association of Enea S.A., and the Rules and Regulations of the Supervisory Board of Enea S.A. The Supervisory Board’s specific responsibilities include, among other things, setting management objectives for the Management Board of Enea S.A. – the payment of variable compensation to members of the Management Board depends on the achievement of these objectives.
Members of the Management Board and the Supervisory Board are selected in accordance with applicable regulations and taking into account the competence and experience necessary to perform their assigned duties. The nomination process involves an assessment of the candidates’ qualifications, professional experience and expertise, in accordance with the criteria set forth in applicable laws and the Company’s internal regulations. In addition the Company verifies formal requirements, including the absence of statutory restrictions and the absence of conflicts of interest that would prevent the individual from performing the role. The Company applies consistent, transparent criteria for evaluating candidates, which allows it to select individuals with the appropriate managerial experience and competencies needed to oversee and manage its operations.
Oversight over ESG matters is exercised by the Management Board Member for Corporate Matters.
Composition and diversity of the administrative, management and supervisory bodies as at 31 December 2025:
The Enea Group has established a number of committees to support effective management and coordination of activities in key areas. They include:
- Strategic Committee The Strategic Committee, responsible for implementing the Enea Group’s strategy
- Investment Committee The Investment Committee, which supports processes related to the management of key tangible and capital investments
- Risk Committee The Risk Committee, which is responsible for the comprehensive management of business and financial risks, business continuity and insurance policy
- Finance and IT Committee The Finance and IT Committee, which supports decision-making in the areas of finance and information technology,
- Trade and Promotion Committee The Trade and Promotion Committee, whose mission is to coordinate activities related to trade, promotion and the distribution of fuels
- ESG Committee The ESG Committee, which supports effective corporate governance in the areas of environmental, social and governance issues,
- Distribution Segment Committee The Distribution Segment Committee, responsible for coordinating the activities of companies in areas common to the distribution segment
- Generation Segment Committee The Generation Segment Committee, whose purpose is to ensure cooperation and coordinate activities within the generation segment
- Heat Segment Committee The Heat Segment Committee, which coordinates initiatives in areas of common interest to the heating segment
- Customer Council The Customer Council, which monitors, evaluates and improves the quality of customer service in key areas such as finance, IT and HR.
Supervisory Board of Enea S.A.:
graduated in law from the Nicolaus Copernicus University in Toruń, earned her doctorate and habilitation in civil law, and in 2015 the title of professor of legal sciences. She specializes inter alia in liability law, insurance law, and consumer law.
has served as Director of the Finance Division at Szybka Kolej Miejska Sp. z o.o. with its registered office in Warsaw since 2019. She supervises the areas of accounting, controlling, obtaining EU funds and accounting for them. Participates in activities aimed at improving the efficiency of the Company’s operations and accelerating its growth. Since 2019, she has been running a consulting company, Equinox Consulting, involved in providing financial and operational consulting services, soft skills training, coaching and mentoring sessions for business persons and members of governing bodies in various companies.
has been employed in the structures of the Enea Group in managerial and supervisory positions since 1986. Currently, he works for Enea Operator as the Director of the Chojnice Distribution Region. He has been a member of the Enea S.A. Supervisory Board elected by employees since 2019.
has worked for Enea Elektrownia Połaniec in the capacities of Unit Supervisor, Unit Operator, Operation Specialist and Head of the Strategy and Development Department since 2008. Currently, he is the Production Manager. Since 2021, he has been a Member of the Examination Committee issuing Qualification Certificates Authorizing the Operation of Equipment and Networks at Supervision and Operation Posts. Member of the Association of Polish Electrical Engineers and the Economic Society of Polish Power Plants.
has been associated with KPMG for many years. Her qualifications include a thorough understanding of Polish Accounting Standards and International Financial Reporting Standards as well as knowledge of financial statement audit procedures, internal audit functions and control mechanisms, and laws and regulations governing public companies. She also has experience in auditing the financial statements of major public companies with significant State Treasury shareholdings, as well as in the initial public offerings of companies listed on the Warsaw Stock Exchange.
has been associated with LW Bogdanka S.A. since 1989 and has served as the Head of the Blasting Technique Department since 2019. He has acquired his professional experience across all levels within the organizational structure, from rank and file employee to department head. In 2017-2020, he served as a member of the LW Bogdanka S.A. Supervisory Board elected by employees.
has been active in the power sector since 2017. At Enea Operator, he began his professional career as an advisor to the company’s Management Board, and then, until December 2018, as Director of the Logistics and Procurement Department. From January 2019, he served as a logistics advisor to the Management Board. Until September 2025, he served as Vice-President of Enea Operator’s Vice-President for Human Resources elected by employees, and he has been a member of the Supervisory Board since December 2025. He graduated with a degree in economics from the Faculty of Economics and Management at the University of Szczecin, specializing in human resource management. Moreover, he earned his bachelor’s degree in German studies – language assistance, postgraduate studies in sports management, MBA studies at the Poznań School of Commerce and Services and postgraduate studies in coaching at the Warsaw School of Economics.
is a legal counsel with experience acquired in renowned law firms, consulting companies and in legal departments of corporations with foreign capital. Arbitrator of the Court of Arbitration at the Wielkopolska Region Business Chambers and Organizations.
is a manager with over thirty five years of experience in running service, production and commercial companies in the utilities, construction chemicals, timber and municipal sectors. He specializes in developing comprehensive strategies for the development and restructuring of companies and for the optimization of processes to improve their profitability. He has created and implemented strategies for business development, sales to new markets, technological innovation and acquiring EU funds. He oversaw business development of 22 MW and 96 MW wind farm construction projects. In recent years, he has been engaged in strategic consulting in the energy industry and renewable energy sources, including for companies dealing with construction of photovoltaic and wind farms and municipal biogas-fired plants.
During the reporting period, the following individuals also served as Supervisory Board Members:
She holds a Ph.D. in law, runs her own law firm, is a member of the Wielkopolska Bar Association and is a certified mediator.
He holds a Ph.D. in economics and has extensive experience in regulatory impact analysis, with a particular focus on energy sector regulation.
The Supervisory Board has the following standing committees:
- The Audit Committee established under the Act on Statutory Auditors
- The Nominations and Remuneration Committee.
During the reporting period, there was also a Strategy and Investment Committee; however, on 7 May 2025, the Supervisory Board adopted a resolution to dissolve it.
Following the reporting period, on 8 January 2026, the General Meeting of Enea S.A. appointed Mr. Adam Grzebieluch to the Supervisory Board; as a result, as of the date of this publication, the Supervisory Board of Enea S.A. consists of 10 members.