CEZ Group Corporate Governance

The Company’s supreme governance body is the shareholders’ meeting, the sessions of which are held at least once in each accounting period, no later than six months after the last day of the previous accounting period.

Shareholders’ Meeting in 2021

An annual shareholders’ meeting of ČEZ, a. s., was held on June 28, 2021, which:

Heard the reports of the Company’s bodies
Heard information on CEZ Group’s development plans for 2030 “VISION 2030—Clean Energy of Tomorrow”
Approved the financial statements of ČEZ, a. s., the consolidated financial statements of CEZ Group, and the final financial statements of ČEZ Korporátní služby, s.r.o., which were prepared as of December 31, 2020
Approved the distribution of the 2020 profit of ČEZ, a. s., amounting to CZK 21,076,986,263.84 and a portion of retained earnings amounting to CZK 6,898,481,204.16 as follows:
- Share in profit to be distributed to shareholders (dividend) CZK 27,975,467,468
- The dividend is CZK 52 per share before tax
Appointed the auditing company Ernst & Young Audit, s.r.o., as auditor to perform the statutory audit for the accounting period of calendar years 2021 and 2022 and the auditing company Deloitte Audit s.r.o. to perform the statutory audit for the accounting period of calendar years 2023 and 2024
Approved a 2022 donations budget of CZK 110 million
Elected Tomáš Vyhnánek and Jiří Pelák as members of the Audit Committee
Approved the Report on Remuneration of ČEZ, a. s., for the financial year 2020 as submitted to the shareholders’ meeting by the Company’s Board of Directors

Board of Directors

Position and Powers of the Board of Directors

The Board of Directors is a statutory body managing the Company’s activities. It makes decisions on all Company matters unless they are reserved for the shareholders’ meeting, the Supervisory Board, or another governance body by law or the Company’s bylaws. It may delegate decisions on certain matters to individual members of the Board of Directors within the meaning of Section 156(2) of the Civil Code and to Company employees. Such delegation does not relieve members of the Board of Directors of their responsibility for overseeing how Company matters are managed. The Board of Directors obeys the principles and directions approved by the shareholders’ meeting as long as they are in compliance with the law and the Company’s bylaws.

The Board of Directors shares joint responsibility for sustainability matters and oversees the area of ESG including climate-related issues. The Board of Directors of ČEZ, a. s., approves CEZ Group’s Sustainability Strategy as well as CEZ Group’s Sustainability Report. On a monthly basis, the Chief Executive Officer (CEO) and the Chairman of the Board of Directors informs the Supervisory Board about ESG agenda, which includes climate-related risks. The Board of Directors and Board committees are informed specifically about climate-related risks at least quarterly, and the Board of Directors is informed periodically about the environmental profile of the generation portfolio.

Composition and Activities of the Board of Directors

The Board of Directors has seven members, who are elected and removed by the Supervisory Board. The Board of Directors elects and removes its chairman and two vice-chairmen (currently only one position of vice-chairman is filled). The term of office of each member is four years and members may be reelected. The business address of members of the Board of Directors is the Company’s registered office address: Duhová 2/1444, 140 53 Praha 4.

Members of the Board of Directors

Daniel Beneš

Chairman of the Board of Directors since September 15, 2011, member of the Board of Directors since December 15, 2005 (term ending December 18, 2021), reelected for another term ending December 19, 2025

Graduate of the Technical University of Ostrava, Faculty of Mechanical Engineering, Brno International Business School, Nottingham Trent University (MBA) and the Berkeley Law: ESG: Navigating the Board’s Role.

He gained managerial and professional experience in such positions as Procurement Director, Chief Administrative Officer, and Chief Operating Officer of ČEZ.

He is responsible for the fulfillment of tasks assigned by the Board of Directors in its resolutions and has the authority to take decisions on Company matters that are not reserved for the shareholders’ meeting, the Supervisory Board, or another Company body, and are within the decision-making authority of the Board of Directors and were not expressly placed within the decision-making authority of individual members of the Board of Directors or the Board of Directors as a whole. He coordinates the activities of the individual division heads. He takes care of the management of CEO division departments, management activities concerning the system of management, communication and marketing, legal services, management of participating interests, mergers and acquisitions (M&A), corporate compliance, corporate governance, public affairs, CEZ Group security, independent nuclear oversight, ESG (Environmental—Social—Governance) sustainability, and activities related to the ombudsman function. His competence extends to procurement and sales (other than the procurement and sales of electricity, heat, certain process materials, and financial services) incorporated in the procurement function that Board of Directors member Michaela Chaloupková, Chief Administrative Officer, is in charge of. He manages the domestic electricity distribution subsidiary.

Confederation of Industry of the Czech Republic—member of the Board of Directors and First Vice-President
ČEZ Foundation—Chairman of the Board of Directors
RELT Investments, a.s.—member of the Supervisory Board and sole shareholder
Technical University of Ostrava—member of the Board of Directors

Pavel Cyrani

Vice-Chairman of the Board of Directors since January 1, 2020, member of the Board of Directors since October 20, 2011 (term ending October 22, 2023)

Graduate of the University of Economics, Prague, majoring in international trade, and the Kellogg School of Management in Evanston, Illinois (USA), where he was awarded an MBA in Finance and the Berkeley Law: ESG: Navigating the Board’s Role.

He gained managerial and professional experience primarily at ČEZ, where he has served since 2006, first as Head of Planning & Controlling and Head of Asset Management and since 2011 as a member of the Board of Directors, Chief Strategy Officer, and then Chief Sales and Strategy Officer. Prior to joining ČEZ, he worked at McKinsey & Company.

He is responsible for strategy development and the creation and control of the implementation of CEZ Group’s strategic plans and for coordinating the preparation of major strategic projects such as the construction of new nuclear units. He is in charge of commercial arrangements for CEZ Group’s production position (sales of electricity, purchases of emission allowances, and purchases of gas) and of trading in electricity, gas, emission allowances, and other commodities in Czechia and abroad. He is responsible for the Sales segment, i.e., for the sale of electricity and gas and for the sale of complex energy services to end-use customers (households, small and large corporate customers and state administration), as well as for the development of the Distribution segment. He manages subsidiaries’ matters relating to sales of electricity, natural gas, and energy services to end-use customers. He is responsible for the management of foreign sales offices and also for the development of ČEZ Distribuce and ČEZ Teplárenská, companies providing electricity and heat distribution in Czechia.

Michaela Chaloupková

Member of the Board of Directors from October 20, 2011, to October 21, 2019, reelected with effect from January 1, 2020 (term ending January 1, 2024).

Graduate of the Faculty of Law, University of West Bohemia, Plzeň, and an Executive Master of Business Administration (MBA) program at the KATZ School of Business, University of Pittsburgh, specializing in the energy sector, Prague University of Economics and Business: Academy of Corporate Sustainability Management and also a graduate of certified training program the Diligent Climate Leadership.

She gained managerial and professional experience, in particular, at Stratego Invest a.s. (later i-Tech Capital, a.s.), where she served as Head of Controlling and Vice-Chairwoman of the Board of Directors, as well as in managerial positions in Procurement and Human Resources at ČEZ.

She is responsible for managing HR development, non-technological asset management, and vehicle management. She is also in charge of the procurement function (procurement and sales, except for the procurement and sales of electricity, heat, certain process materials, and financial services), organized under the CEO division.

ČEZ Foundation—member of the Supervisory Board
CEZ GROUP SENIORS Endowment Fund—Chairwoman of the Supervisory Board
Revenium Endowment Fund—member of the Board of Directors
University of West Bohemia in Plzeň—member of the Supervisory Board
Odyssey, z.s.—member of the Board of Directors

Jan Kalina

Member of the Board of Directors since June 29, 2021 (term ending June 29, 2025)

Graduate of the Faculty of Electrical Engineering at the University of West Bohemia in Plzeň, majoring in Electrical Engineering and also a graduate of certified training program the Diligent Climate Leadership.

He gained his managerial and professional knowledge mainly as Chairman of the Board of Directors of ČEPS, a.s., and in CEZ Group as a manager in the Purchasing and Asset Management departments of ČEZ, a. s., Managing Director and CEO of ČEZ Správa majetku (ČEZ Asset Management), member of the Board of Directors, CFO, and Commercial Director of Severočeské doly, Director A at CEZ RES International B.V., and Chairman of the Board of Directors and CEO of ČEZ Obnovitelné zdroje, s.r.o.

He is responsible for the safe and efficient use, operation, and development of existing renewable (photovoltaic, wind, and hydroelectric) and emission (coal and gas) generation assets for electricity generation and assets for heat generation and distribution in Czechia and Poland. He manages subsidiaries providing electricity and heat generation from renewable and emission sources and related service activities. In addition, he manages subsidiaries in the field of coal mining, coal sales, and mining-related services.

ČEPS, a.s.—Chairman of the Board of Directors
ČEPS Invest, a.s.—Chairman of the Supervisory Board
Czech Association of Energy Sector Employers—Chairman of the Board of Directors

Martin Novák

Member of the Board of Directors since May 21, 2008 (term ending May 24, 2024), Vice-Chairman of the Board of Directors from October 20, 2011, to December 31, 2019

Graduate of the Faculty of International Relations, University of Economics, Prague, majoring in international trade and commercial law. In 2007, he completed an Executive Master of Business Administration (MBA) program at the KATZ School of Business, University of Pittsburgh, specializing in the energy sector. He is also a graduate of certified training program the Diligent Climate Leadership.

He has been a member of the Czech Chamber of Tax Advisers since 1996.

He gained managerial and professional experience particularly during his almost ten-year career in the oil refining industry and fuel generation and distribution. He served as manager in ConocoPhillips’ global headquarters in Houston, Texas, USA, as well as its London regional office. He also worked at ConocoPhillips Czech Republic s.r.o., where he served as Chief Financial Officer with responsibility for Central & Eastern Europe (in this position he also served as statutory representative for several regional branches of ConocoPhillips), and at ČEZ as Head of Accounting.

He is responsible for economic and financial management, controlling, financing, accounting, investor relations, risk management, tax agenda (except for employment tax), and ensures efficient organization and operation of support ICT services. He manages subsidiaries’ matters relating to information technology and telecommunications services.

Burza cenných papírů Praha, a.s. (Prague Stock Exchange) — member of the Supervisory Board.

Tomáš Pleskač

Member of the Board of Directors since January 26, 2006 reelected with effect since January 30, 2022 (term ending January 30, 2026), Vice-Chairman of the Board of Directors from June 26, 2017, to December 31, 2019 Graduate of the Faculty of Business and Economics, University of Agriculture, Brno; MBA from Prague International Business School and the Berkeley Law: ESG: Navigating the Board’s Role.

He gained managerial and professional experience in such positions as Chief Financial Officer for Severomoravská energetika, a. s., and Deputy Director for Finance for the Dukovany Nuclear Power Plant.

He is responsible for the development of new nuclear power plants, in particular for the preparation of the construction of new units of the Dukovany and Temelín nuclear power plants. He manages subsidiaries responsible for the preparation of new nuclear power plants in Czechia and Inven Capital, a company focused on investment opportunities in smart technologies and innovative business models.

Akcez Enerji A.S. (Turkey)—Vice-Chairman of the Board of Directors
Akenerji Elektrik Üretim A.S. (Turkey)—Vice-Chairman of the Board of Directors

Bohdan Zronek

Member of the Board of Directors since May 18, 2017 reelected with effect from May 19, 2021 (term ending May 19, 2025)

Graduate of the Faculty of Electrical Engineering, Czech Technical University, Prague, and the InterLeader® 2012 development program and also a graduate of certified training program the Diligent Climate Leadership.

He gained managerial and professional experience in various positions at the Temelín Nuclear Power Plant, where he took up a job after school. His latest positions were Chief Safety Officer at ČEZ, a. s., and Director of the Temelín Nuclear Power Plant. He is the Vice-Chairman of the Board of Management of the World Nuclear Association and President of the Nuclear Safety Advisory Committee of MVM (owner of operated power plant Paks).

He is responsible for the safe and efficient operation and development of nuclear generating facilities, including ensuring the generation and distribution of heat for central heat supply from operating nuclear power plants. He manages subsidiaries providing service and support activities related to nuclear activities.

Radioactive Waste Repository Authority—Vice-Chairman of the Board

Working Commissions, Teams, and Committees of the Board of Directors

The Board of Directors may set up working commissions, teams, and committees for the purposes of its activities in compliance with the bylaws of ČEZ, a. s.

Board of Directors Committees

The Corporate Compliance Committee of ČEZ, a. s., was established as an advisory body to the Board of Directors. Its mission is to contribute to the expertise and efficiency of decision-making at ČEZ, a. s., within its defined purview. The Committee’s tasks include, for example, evaluating current and potential compliance risks, assessing the level of compliance risk management at ČEZ, a. s., and CEZ Group, and assessing significant findings related to compliance incidents, events, or facts with a potential significant compliance impact. The ESG Strategic Steering Committee was established by the Board of Directors to ensure the highest level of governance of the ESG agenda in ČEZ and CEZ Group. In particular, this Committee determines the overall direction and priorities of the ESG strategy, assesses the overall ESG performance of ČEZ and CEZ Group, oversees the achievement of the objectives and the overall progress of the ESG agenda, and has advisory, consultative, and informative functions in relation to the ČEZ Board of Directors and the statutory bodies of CEZ Group and CEZ Group companies. Each member of the Board of Directors may set up working commissions, teams, and committees in their appointed area. Other members of the Board of Directors involved in the matters in question and relevant Company employees may participate in their work.

Key committees in 2021 included the following:

Crisis Staff of ČEZ, a. s., which is an advisory body to the Chairman of the Board of Directors (Chief Executive Officer) designated to coordinate preparations for crisis situations, for resolving crisis situations, and implementing measures in the sense of Act No. 240/2000 Sb. (the Crisis Act). In 2020, the Expert Working Group—Coronavirus was established within the Crisis Staff, which was also intensively involved in preparing measures to minimize the transmission of COVID-19 at workplaces throughout CEZ Group in 2021.
ČEZ, a. s., Plant Safety Committee, which, among other things, deals with matters concerning the safety of ČEZ, a. s., nuclear facilities, especially as regards compliance with integrated requirements for nuclear safety, radiation protection and technical safety, radiation situation monitoring, radiological emergency management, and security; it also debates matters concerning statutory and regulatory changes and their impact on nuclear safety management, the condition of onsite safety of nuclear facilities, safety culture, and allocation of resources to ensure an appropriate level of nuclear safety. The Committee is an advisory body to the Chairman of the Board of Directors (Chief Executive Officer).
CEZ Group Security Committee, which, among other things, deals with CEZ Group security policies, strategies, and objectives, selected activities, threats, risks, analyses of security incidents, and proposed security requirements, corrective measures, and priorities or conditions for their implementation. The Committee is an advisory body to the Chairman of the Board of Directors (Chief Executive Officer).
Risk Committee, which deals with matters concerning CEZ Group’s risk management, in particular, adopts recommendations and opinions in the field of integrated risk management system, in the field of venture capital management, in the field of oversight of internal risk management, and in the field of monitoring of the overall impact of risks on CEZ Group’s value. The Risk Committee is an advisory body to the member of the Board of Directors in charge of the Finance Division (Chief Financial Officer).
Nuclear Energy Division Safety Committee, established to provide support for operational safety management at ČEZ’s nuclear power plants. The Committee is an advisory body to the member of the Board of Directors in charge of the Nuclear Energy Division (Chief Nuclear Officer).
Strategic IT Committee, created on account of the ever-growing importance of matters concerning information technology for the further growth of CEZ Group’s business and the resulting requirements for CEZ Group IT coordination and direction. The Committee deals with the strategy and overall architecture of key IT platforms. The committee is an advisory body to the member of the Board of Directors in charge of the Finance Division (Chief Financial Officer).

Supervisory Board

Supervisory Board Position and Powers

The Supervisory Board is the Company’s control body supervising the exercising of the powers of the Board of Directors and the Company’s activities. It presents the results of its activities to the shareholders’ meeting.

The Supervisory Board periodically reviews performance of the Board of Directors and approves remuneration based on evaluation of KPIs, including environmental and climate-related KPIs. Each Member of the Board of Directors has a specific KPI linked to ESG incorporated among the top 5 KPIs, which are assessed annually. The Supervisory Board also sets and evaluates performance indicators related to the variable remuneration of the Members of the Board of Directors. Thus, the Supervisory Board also fulfills its role of the Remuneration Committee.

Composition and Activities of the Supervisory Board

The Supervisory Board has 12 members. Two-thirds of members are elected and removed by the shareholders’ meeting and one-third are elected and removed by Company employees. The Supervisory Board elects and removes its chairman and two vice-chairmen. The term of office of members of the Supervisory Board is four years and the members may be reelected. Unless the number of members of the Supervisory Board dropped by more than half, the Supervisory Board may appoint substitute members until the next shareholders’ meeting in place of Supervisory Board members elected by the shareholders’ meeting whose membership ended since the last shareholders’ meeting. The term of office of a substitute Supervisory Board member is included in the total term of office of the member of the Supervisory Board.

Each member of the Supervisory Board signs an Affidavit of independence, declaring whether or not they are independent (see below the version valid as of January 2022).