APPLICATION OF CORPORATE GOVERNANCE IN 2019
share:
GRI 102-11
In 2019, the Company was in compliance with the set of corporate governance standards laid down in the ‘Best Practice for GPW Listed Companies 2016’ (the “Code of Best Practice”), adopted by the WSE Supervisory Board in its Resolution No. 26/1413/2015 of October 13th 2015.
The amended text of the Code is available on the Warsaw Stock Exchange’s corporate governance website at www.gpw.pl/dobre-praktyki and on the Issuer’s website at www.pgnig.pl/pgnig/lad-korporacyjny/dobre-praktyki
Information on non-compliance with corporate governance principles
In 2019, the Company did not comply with two principles and two recommendations of the Code of Best Practice. Reasons for the non-compliance are presented below.
| Reasons for non-compliance with principles and recommendations of the Code of Best Practice | |
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Disclosure Policy and Investor Communications – I.Z.1.15
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The Company believes there is no need to define a diversity policy for its key managers. The key criteria taken into account in the process of recruitment and selection of candidates to positions in the Company’s key governing bodies are mainly professional experience and education.
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Management Board and Supervisory Board – II.Z.7
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An Audit Committee operates within the Company's Supervisory Board as a standing committee.
Pursuant to the Best Practice for WSE Listed Companies, the Company should apply the rules laid down in Annex I to Commission Recommendation of February 15th 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board. The Company has complied with all the requirements which guarantee the Audit Committee’s involvement in the supervision of the Company’s business other than:
Given the way in which the Audit Committee currently operates, the Company does not consider it necessary to introduce very detailed rules to regulate its operation i.e. the rule laid down in Section 4.3.2 of Annex I.
The Company will take appropriate steps in the future, if justified by the actual manner of operation of the Audit Committee.
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General Meeting, Shareholder Relations – IV.R.2
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The Company has decided not to comply with the recommendation, as its Articles of Association currently do not provide for shareholders’ participation in a General Meeting using electronic communication means. In accordance with the Commercial Companies Code, bringing that recommendation into effect would require a relevant amendment to the Company’s Articles of Association. The Company does not rule out making such amendments in the future.
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Remuneration − VI.R.4.
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The Company follows recommendation VI.R.4 on the remuneration levels of the Management Board members and key managers. The recommendation cannot be implemented by the Company with respect to members of its Supervisory Board, as their remuneration is regulated by generally applicable laws, namely the Act on Rules for Remunerating Persons Managing Certain Companies of June 9th 2016 (Dz.U. of 2017, item 2190).
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