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 2023

The annual Shareholders’ Meeting of ČEZ, a. s. was held on June 26, 2023, and it:

Heard the reports of the Company’s bodies.
Approved the financial statements of ČEZ, a. s., the consolidated financial statements of CEZ Group, and the final financial statements of Elektrárna Dětmarovice, a.s.,1) for 2022.
Approved the distribution of the 2022 profit of ČEZ, a. s., amounting to CZK 63,821,965,977.45 and a portion of retained earnings amounting to CZK 14,186,549,077.55, as follows:
- Profit share to be distributed among shareholders (dividend) of CZK 78,008,515,055
- The dividend is CZK 145 per share before tax and is payable from August 1, 2023, the right to the dividend does not expire before July 31, 2027
- The record date for entitlement to the dividend was June 30, 2023, i.e., persons who were shareholders of the Company on that record date are entitled to the dividend;

the amount of the dividend is 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 for exercising the right to the dividend will not be paid and will be transferred to the account of retained earnings from previous years.

Approved the amount of funds for the provision of donations for 2024 in the amount of CZK 250 million and an increase in the amount of funds for donations in 2023 by CZK 50 million, i.e., to CZK 200 million in total.
Approved the Report on the Total Income of the Members of the Bodies of ČEZ, a. s. for the 2022 accounting period.
Confirmed (by election) JUDr. PhDr. Vratislav Košťál, Ph.D. and Mgr. Václav Kučera, who were appointed substitute members of the Supervisory Board on November 24, 2022, as members of the Supervisory Board of ČEZ, a. s.

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 19, 2025)

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 in such positions as Procurement Director, Chief Administrative Officer, and Chief Operating Officer of ČEZ, a. s.

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 affairs, mergers and acquisitions (M&A), corporate compliance, corporate governance, public affairs, security, independent nuclear oversight, procurement and sales (other than theprocurement and sales of electricity, heat, selected operating materials, and financial services), activities related to the ombudsman role and administrative activities for Company bodies. He is responsible for the management of the domestic subsidiary ČEZ Distribuce.

Confederation of Industry of the Czech Republic – member of the Board of Directors and Vice-President
ČEZ Foundation – Chairman of the Board of Trustees
Aliance pro bezemisní budoucnost, z.s. – Vice-President
Ligera Czech s.r.o. – trustee of the trust fund – Investing for the Future trust fund, where he serves as a company member
RELT Investments International Inc – owner and President
RELT Investments, s.r.o. (named RELT CZ s.r.o. until January 1, 2024) – sole member

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 ending 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 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 the development and implementation of CEZ Group’s strategy and for coordinating the preparation of major strategic projects. He is in charge of commercial arrangements for ČEZ’s production position (sales of electricity and heat, 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 is responsible for the management of subsidiaries in the field of sales of electricity, natural gas and heat and in the field of commodity trading and sales of energy services, and also for the development of the DISTRIBUTION segment, in particular ČEZ Distribuce, and for the development and management of CEZ Group’s activities in Slovakia.

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 ending 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, 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 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 principles.

ČEZ Foundation – member of the Supervisory Board
CEZ GROUP SENIORS Endowment Fund – Chairwoman of the Supervisory Board
Nadační fond Revenium (Revenium Endowment Fund) – member of the Board of Trustees
University of West Bohemia in Plzeň – member of the Board of Trustees
Odyssey, z.s. – member of the Board of Trustees

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 in management positions and roles in the Purchasing and Asset Management departments of ČEZ, a.s., Managing Director and CEO of ČEZ Správa majetku, s.r.o., member of the Board of Directors, CFO, and Commercial Director of Severočeské doly a.s., 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 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 sale in Czechia and in the field of heat and electricity generation in Poland.

Martin Novák

Member of the Board of Directors since May 21, 2008. Reelected with effect from May 25, 2024 (term ending 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 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), 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.

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

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, ensuring preparations for the construction of new nuclear power plants in Czechia, and at the same time manages Inven Capital, a company focused on investment opportunities in smart technologies and innovative business models.

Akenerji Elektrik Üretim A.Ş. (Turkey/Türkiye) – Vice-Chairman of the Board of Directors
South Bohemian Nuclear Park, s.r.o. – Vice-Chairman of the Supervisory Board

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

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.

Správa úložišť radioaktivních odpadů (Radioactive Waste Repository Authority) – Vice-Chairman of the Board

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 to 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 ESG Strategic Steering Committee was established by the Board of Directors to ensure the highest level of governance of the ESG agenda in ČEZ, a. s., and CEZ Group. In particular, this Committee determines the overall direction and priorities of the ESG strategy, assesses the overall ESG performance, 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, a. s., Board of Directors and the statutory bodies of CEZ Concern and CEZ Group companies.
The Strategic Steering Committee of the NNPP Dukovany Project is the highest 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 Company employees may participate in their work.

Key committees in 2023 included the following:

ČEZ, a. s., Crisis Staff, which coordinates preparations for crisis situations, 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).
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 discusses 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 (Head of the Finance Division).
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 (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 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 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).

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).