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 2024

The annual Shareholders’ Meeting of ČEZ, a. s. was held on June 24, 2024, and it:

Heard the reports of the Company’s bodies
Approved the financial statements of ČEZ, a. s., and the consolidated financial statements of CEZ Group
Approved the distribution of ČEZˇs income in 2023 in the amount of CZK 28.1 billion as follows:
- income share to be distributed among shareholders (dividend) of CZK 28.0 bn
- transfer to the retained earnings account CZK 0.1 bn
  - the dividend is CZK 52 per share before tax
  - the record date for excercising the right to the dividends was June 28, 2024
  - the dividend is due from August 1, 2024, and the right to it does not expire before July 31, 2028;
- the amount of the dividends was calculated from the total number of issued shares of the Company; the dividends attributable to treasury shares held by the Company on the record date will not be paid; the amount corresponding to the dividend attributable to the Company’s treasury shares held on the record date for exercising the right to the dividend will be transferred to the account of retained earnings from previous years

Approved the 2025 donations budget of CZK 220 million
Appointed the auditing company Deloitte Audit s.r.o. as the auditor to perform the mandatory audit for the accounting period of the calendar years 2025 and 2026 and to verify the Sustainability Reports for 2024, 2025, and 2026
Approved the Report on the Total Income of the Members of the Bodies of ČEZ, a. s., for the 2023 accounting period
Approved the Remuneration Policy of ČEZ, a. s.
Approved the template service contract of a Supervisory Board member in ČEZ, a. s.
Elected Bc. Martin Půta as a member of the Supervisory Board of ČEZ, a. s.
Elected Ing. Otakar Hora, CSc., as a member of the Audit Committee of ČEZ, a. s., with effect from July 3, 2024.

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 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 the Company’s 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. However, no one is authorized to give instructions to the Board of Directors regarding the business management of the Company unless the law so provides.

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.

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. Reelected with effect from December 20, 2025 (term of office until December 19, 2025). Reelected with effect from December 20, 2025 (term of office until December 20, 2029).

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

He gained his managerial and professional experience mainly in the positions of Director of the Purchasing Department, Head of the Administration Division and Executive Director of ČEZ, a. s., where he was in charge of Generation, Trading, Investments, Human Resources, Distribution, and Foreign Affairs Divisions, with responsibility for the management of participating interests and safety. Before joining ČEZ, he worked in leading positions in coal and fuel trading at BOHEMIACOAL s. r. o., HEDVIGA GROUP, a. s., and as Sales Director of TCHAS spol. s r. o., where he was involved in the sale of fuels in Czechia, Slovakia, and Poland. Since 2014, he has been Vice-President of the Confederation of Industry of the Czech Republic, responsible for the area of energy and climate change. He was a member and Chairman of the Coal Commission working group, which was an advisory body to the Government of the Czech Republic (2019–2021). He serves on the Board of Directors of Czech Grid Holding, a.s., and is also Chairman of the Supervisory Board of ČEZ Distribuce, a.s., and Severočeské doly a.s.

He is responsible for the fulfillment of tasks assigned by the Board of Directors in its resolutions and has the authority to také decisions on Company matters that are not reserved for the shareholders’ meeting, the Supervisory Board, or another body of the Company, 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 affairs, mergers and acquisitions (M&A), corporate compliance, corporate governance, public affairs, security, independent nuclear oversight, procurement and sales (other than the procurement and sales of electricity, heat, selected operating materials, and financial services), activities related to the ombudsman role, and administrative activities for the Company’s bodies. He is responsible for the management of the domestic subsidiary ČEZ Distribuce.

Pavel Cyrani

Vice-Chairman of the Board of Directors since January 1, 2020. Reelected with effect from October 23, 2023. Member of the Board of Directors since October 20, 2011
Reelected with effect from October 23, 2023 (term of office until October 23, 2027)

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 his managerial and professional experience primarily at ČEZ, where he has served since 2006, first as Head of Planning & Controlling and Head of Asset Management in the Traditional and Nuclear Generation Division, and since 2011 as a member of the Board of Directors, Chief Strategy Officer, and then Chief Sales and Strategy Officer, which also includes commodity trading and sales to end-use customers. Before joining ČEZ, a. s., he worked for seven years in management consulting at McKinsey & Company, specializing in the energy sector, and he was also responsible for clients from Czechia.

He is responsible for developing and implementing CEZ Group’s strategy and for coordinating the preparation of major strategic projects. He is in charge of commercial arrangements for ČEZ’s generation position (electricity and heat sales, purchases of emission allowances, and purchases of gas), of trading in electricity, gas, emission allowances, and other commodities, and of the management of foreign commercial offices. He is responsible for the SALES segment, i.e., for the sale of electricity, gas, and complex energy services to end-use customers (residential customers, small and large corporate customers, and state administration). He manages subsidiaries in the areas of electricity and heat sales, natural gas distribution and sales, commodity trading, and the sales of energy services. He is also responsible for the development of the DISTRIBUTION segment, particularly ČEZ Distribuce and GasNet, and for the development and management of CEZ Group’s activities in Slovakia and Hungary.

Michaela Chaloupková

Member of the Board of Directors from October 20, 2011 to October 21, 2019. Reelected with effect from January 1, 2020. Reelected with effect from January 2, 2024 (term of office until January 2, 2028)

Graduate of the Faculty of Law, University of West Bohemia, Plzeň, and the Executive Master of Business Administration (MBA) program at the KATZ School of Business, University of Pittsburgh, specializing in 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 her managerial and professional experience mainly 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 (HR) in ČEZ, a. s. During her time in ČEZ, a. s., she participated in the centralization of purchasing processes, including the setup of the IT systém in CEZ Group, especially during its expansion into Romania, Bulgaria, and Poland. As Chief Sustainability Officer (CSO), member of the Board of Directors, and Head of the Administration Division, she is in charge of the ESG Department, coordinating a wide range of initiatives aimed at sustainability, managing working groups focused on key ESG topics, and participating in the setup of processes that support the long-term and sustainable development of CEZ Group. She is also a member of the expert sustainability team operating at the Confederation of Industry of the Czech Republic, which discusses and prepares opinions on legislative areas related to sustainability and ESG that affect the business sector.

She is responsible for the management and development of human resources, non-technological asset management, and vehicle management. Since January 1, 2024, she has been working as the Chief Sustainability Officer of CEZ Group, i.e., she is responsible for the development of CEZ Group in accordance with ESG criteria.

Jan Kalina

Member of the Board of Directors since June 29, 2021. Reelected with effect from June 30, 2025 (term of office until June 30, 2029).

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 experience mainly in the position of Chairman of the Board of Directors of ČEPS, a.s., which is the transmission system operator in Czechia. He gained further knowledge in CEZ Group: he held leadership positions and functions in the Purchasing and Asset Management departments of ČEZ, a. s., and as the Managing Director and Chief Executive Officer of ČEZ Správa majetku, s.r.o. He was also a member of the Board of Directors, Chief Financial Officer, and Sales Director of Severočeské doly a.s., which is engaged in brown coal mining and sales. He also served as Director A of CEZ RES International B.V., which manages holding management operations in the development of CEZ Group’s renewable energy sources in Germany and France. He also held the position of Chairman of the Board of Directors and Chief Executive Officer of ČEZ Obnovitelné zdroje, s.r.o., a developer of renewable energy sources in Czechia.

He is responsible for the management and development of renewable (photovoltaic, wind, and hydroelectric) and emission (coal and gas) electricity generating facilities, including ensuring the generation and distribution of heat. He manages subsidiaries providing electricity and heat generation from renewable and emission sources and related service activities. He also manages subsidiaries in the field of coal mining and sales in Czechia.

Martin Novák

Member of the Board of Directors since May 21, 2008. Reelected with effect from May 25, 2024 (term of office until May 25, 2028). 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 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 his managerial and professional experience particularly during his almost ten-year career in the oil refining industry and fuel generation and distribution. He held management positions at the global headquarters of the oil company ConocoPhillips in Houston, USA, and also at the regional headquarters in London, with territorial responsibility for Central and Western Europe, including countries of CEZ Group’s operation – Slovakia, Hungary, Poland, Germany, Austria, and the United Kingdom. He also worked at ConocoPhillips Czech Republic s.r.o., where he served as Chief Financial Officer with responsibility for Central and Eastern Europe (in this position, he also served as statutory representative for several regional branches of ConocoPhillips), and as Head of Accounting in ČEZ, a. s.

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

Tomáš Pleskač

Member of the Board of Directors since January 26, 2006. Reelected with effect from January 30, 2022 (term of office until 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 his managerial and professional experience, among other things, in the position of Economic Deputy and Deputy Director of the Dukovany Nuclear Power Plant of ČEZ, and also worked as Finance Director of the Czech company Severomoravská energetika, a. s., which was engaged in electricity distribution. He gained experience with foreign markets in the energy sector at ČEZ as Head of the International Division, and later of the Distribution and Foreign Affairs Division.

He is responsible for the management and development of opportunities in the field of new nuclear power plants, including small modular reactors. He is in charge of preparation of the construction of new units of the Dukovany and Temelín nuclear power plants. He manages the subsidiaries Elektrárna Dukovany II and Elektrárna Temelín II, which provide for the preparation of the construction of new nuclear power plants in Czechia, and the subsidiaries providing support activities related to the development of new nuclear activities. He also manages Inven Capital, a company focusing on investment opportunities in smart technologies and innovative business models.

Bohdan Zronek

Member of the Board of Directors since May 18, 2017. Reelected with effect from May 20, 2025 (term of office until May 20, 2029).

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 his managerial and professional experience in various positions at the Temelín Nuclear Power Plant, where he took up a job after graduation. He served in all positions of operational management personnel up to the position of Head of the Operations Control Department. His latest positions were Chief Safety Officer at ČEZ, a. s., and Director of the Temelín Nuclear Power Plant. He serves as Vice-Chairman of the Board of Management in the World Nuclear Association, an organization promoting the use of nuclear energy, and is a member of the Executive Board of NuclearEurope, which aims to support the use of nuclear energy in Europe. He is President of the Nuclear Safety Advisory Committee of MVM Zrt. (owner of the in-service Paks power plant in Hungary) and a member of the Nuclear Safety Advisory Committee of Slovenské elektrárne, a.s., (owner of the in-service nuclear power plants in Jaslovské Bohunice and Mochovce, Slovakia). He represents ČEZ in WANO (World Association of Nuclear Operators), where he also serves as Chairman of the Global CNO Advisory Committee.

He is responsible for the management and development of existing nuclear generating facilities, including ensuring the generation and distribution of heat from these facilities. He manages subsidiaries providing service and support activities related to the nuclear activities of CEZ Group.

Committees, Working Committees, and the Board of Directors Teams

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, helping the Board of Directors apply the Compliance Management System Policy. 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 and events with a potential significant compliance impact.

The Strategic Steering Committee of the NNPP Dukovany Project is the supreme project body for preparing and constructing the new nuclear power plant at the Dukovany site and related and induced investments that are implemented on-site and off-site. In relation to the Board of Directors of ČEZ, a. s., and the statutory bodies of the companies concerned, it has an advisory, consulting, and informative function. 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 employees of the Company may participate in their work.

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 2024 included the following:

Crisis Center of ČEZ, a. s., which coordinates preparations for emergencies, crisis management, and implementation of measures within the meaning of Act No. 240/2000 Coll. (Crisis Act); the Committee is an advisory body to the Chairman of the Board of Directors (Chief Executive Officer).
Plant Safety Committee od ČEZ, a. s., which, among other things, deals with matters concerning the safety of nuclear facilities of ČEZ, a. s., 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 discusses matters concerning statutory and regulatory changes and their impact on nuclear safety management, the condition of on-site 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’s 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 overal 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 (Head of the Finance Division).
Nuclear Energy Division Safety Committee, established to provide support for operational safety management at ČEZ’s nuclear power plants; its activities constitute one of the forms of self-evaluation of the license holder as well as a form of strengthening of the safety culture; the Committee is an advisory body to the member of the Board of Directors in charge of the Nuclear Energy Division (Head of the Nuclear Energy Division).
Nuclear Energy Division Risk Committee, which discusses the most significant risks that may threaten the implementation of the Nuclear Energy Division’s strategy, objectives, and goals; the Committee is an advisory body to the member of the Board of Directors in charge of the Nuclear Energy Division (Head of the Nuclear Energy Division).
Strategic IT Committee, created on account of the evergrowing 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 addresses, among other things, overall IT strategy and governance and the 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 (Head of the Finance Division).
Investment Committee for the Development and Implementation of RES Projects, which, in accordance with the approved Strategic Plan for RES Development in Czechia, assesses new projects of RES activities, issues opinions on their development or implementation, continuously evaluates the fulfillment of the set tasks/milestones, and proposes corrective measures; the Committee is a joint project body of the member of the Board of Directors in charge of the Renewable and Traditional Energy Division (Head of the Renewable and Traditional Energy Division).
ESG Advisory Committee of CEZ Group was established as an advisory body for comprehensive support of ESG management in CEZ Group in connection with the transfer of the ESG agenda under the competence of the member of the Board of Directors in charge of the Administration Division (Head of the Administration Division) and cooperates within the given area of expertise on the coordination of inputs and outputs in ČEZ, a. s.
External ESG Advisory Committee of CEZ Group is composed of independent experts and is tasked to provide information, proposals, and recommendations; it serves as an advisory body of the member of the Board of Directors in charge of the Administration Division (Head of the Administration Division).

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.

Composition and Activities of the Supervisory Board

In accordance with the bylaws, 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 the Company’s 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 drops 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 shall be included in the total term of office of the member of the Supervisory Board.