The case of over PLN 8 million in additional remuneration for Justyna Kulka, the fourth wife of Zygmunt Solorz, paid by the Cyfrowy Polsat Group, went to court, which obliged the management board to answer questions about the reasons for such a large remuneration.
The topic of Justyna Kulka's mysterious salary surfaced in late May, when Cyfrowy Polsat published a report on the remuneration of its management board and supervisory board members. It turned out that the highest-paid member of the board was Justyna Kulka, Vice Chairwoman of Cyfrowy Polsat's supervisory board.
Privately, the fourth wife of Zygmunt Solorz, until recently the chairman of the board and founder of the Group, currently valued at over PLN 9 billion, received only PLN 96,000 in 2024 from Cyfrowy Polsat alone, but PLN 4.35 million in basic remuneration from companies within the capital group and over PLN 8.22 million in additional remuneration from companies within the Group.
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This totaled nearly PLN 12.7 million in total remuneration from the Cyfrowy Polsat Group, more than Zygmunt Solorz himself, who received nearly PLN 11.1 million, or CEO Mirosław Błaszczyk, who earned a total of PLN 7.44 million. Also noteworthy was Tomasz Szeląg's total remuneration (PLN 7.2 million) from Cyfrowy Polsat (PLN 180,000) and Group companies (PLN 7.06 million).
Report on the remuneration of members of the Management Board and Supervisory Board of Cyfrowy Polsat SA for 2024
The context of the salary questions
According to the biography provided by the company, Justyna Kulka reached the top of the salary ladder after 14 years of work in the Group, where she started in 2012 with a position at Polkomtel (Plus network operator).
In 2019, she joined Polkomtel's management board and was confirmed as vice-chair of the supervisory board in June 2024. This occurred a few weeks after her marriage to Zygmunt Solorz, which was reported in the media. For context, it's worth adding that in September 2024, it was publicly revealed that there was an ongoing struggle within the Solorz family regarding the succession of the billionaire's assets.
Zygmunt Solorz's three children sent a warning to the managers of the businessman's four most important companies, claiming that the well-being of these companies was threatened by individuals seeking to seize control of the business. In turn, Zygmunt Solorz, in a letter to employees, announced the removal of his children from the management boards of the Group's companies, which was subsequently implemented.
Zygmunt Solorz's children claim that on August 2, 2024, he transferred control of Polsat Group companies to them. The billionaire and his representatives, however, argue that the children misled their father at the time and that no transfer of power took place.
A legal battle has begun over who controls the TiVi Foundation, a family foundation based in Liechtenstein established to manage the main assets of the empire built by Zygmunt Solorz.
The final chord in this case is a non-final judgment by a court in Liechtenstein, which in May of this year dismissed Zygmunt Solorz's lawsuit regarding changes to the statute of his TiVi Foundation, under which his children would take control of Solorz's businesses. Consequently, TiVi Foundation dismissed Zygmunt Solorz from his position as chairman of the company's supervisory board in July.
Turbulent general meeting of Cyfrowy Polsat
This brings us to the June annual general meeting of shareholders (June 26 of this year), where the proxy for Tobias Solorz, the billionaire's son, presented a lengthy list of questions. Among them, she asked about the additional remuneration of Justyna Kulka and Tomasz Szeląg.
The answers provided by Cyfrowy Polsat's finance director to the questions posed were unsatisfactory, and the lawyer representing Zygmunt Solorz's son filed an objection to the minutes of the general meeting regarding the refusal to disclose the information requested at the general meeting. This action allowed the case to be referred to the registry court to demand an answer.
This is a procedure we wrote about in a recent article about the 11 bit studios general meeting. As commercial law expert Michał Sowiński from Graś i Wspólnicy explained: “A shareholder who is refused disclosure of requested information during the general meeting and who objects to the minutes may file an application with the registry court to oblige the management board to provide the information (Article 429 of the Commercial Companies Code).”
There is a response from Cyfrowy Polsat
This week, the Management Board of Cyfrowy Polsat announced that it had been ordered by the court to respond to a shareholder who filed an objection to the minutes regarding the refusal to disclose information requested at the general meeting. Questions were asked, including: For example, regarding Justyna Kulka, how and from which entity did she receive remuneration of PLN 8.22 million? Over what period was this remuneration paid, and who made the decision to pay it, and on what basis? What was the justification for awarding Ms. Justyna Kulka this remuneration?
Similar questions also concerned Tomasz Szeląg. The announcement also included the company's response: “The additional remuneration paid to Ms. Justyna Kulka and Mr. Tomasz Szeląg was paid by a subsidiary of Cyfrowy Polsat SA, Polkomtel Sp. z o.o. It was a one-time payment and was linked to the successful implementation of the company's strategic project. The remuneration was paid in the third and fourth quarters of 2024,” Cyfrowy Polsat reported.
“The decision to pay additional remuneration fell within the scope of resolutions passed by the subsidiary's governing bodies regarding a strategic project. The justification for awarding remuneration to Ms. Justyna Kulka and Mr. Tomasz Szeląg was the commitment and mediation of both managers, which enabled the successful implementation and completion of the project,” the release added.
According to calculations by “Puls Biznesu,” the additional compensation for these two supervisory board members significantly impacted the total remuneration of Polkomtel's board. “Last year, board members received a total of PLN 21.3 million, compared to PLN 4.5 million for management board members. A year earlier, the figures were PLN 7.6 million and PLN 8.8 million, respectively,” Puls Biznesu reported. “It is still unknown for which project the supervisory board members received their remuneration,” the report added. In 2024, Polkomtel netted PLN 429.8 million, an increase of 103.5% year-on-year.
