Pursuant to Section 29(3) of the Rules of the Warsaw Stock Exchange S.A., NIEWIADÓW PGM hereby provides information on the status of its implementation of the 2021 Code of Best Practice.
According to the current status of implementation of the Code of Best Practices, the Company does not apply the following 23 principles: 1.2, 1.3.1, 1.3.2, 1.4, 1.4.1, 1.4.2, 2.1, 2.2, 2.9, 2.11.6, 3.4, 3.5, 3.6, 4.1, 4.3, 4.7, 4.9.1, 4.13, 4.14, 5.3, 5.5, 5.6, 6.3.
Introduction to the report
I. DISCLOSURE POLICY AND COMMUNICATION WITH INVESTORS
In the interest of all market participants and its own, a publicly traded company ensures proper communication with stakeholders by maintaining a transparent and reliable disclosure policy.
1.1
The company maintains effective communication with capital market participants, providing reliable information on matters concerning it. To this end, the company uses a variety of communication tools and channels, including, above all, its corporate website, where it publishes all information relevant to investors.
This principle is followed.
1.2
The Company makes its financial results, as contained in the interim report, available as soon as possible after the end of the reporting period; if this is not possible for valid reasons, it publishes at least preliminary estimated financial results as soon as possible.
This principle is not applied.
Comment
The Company does not publish estimated financial results, and it publishes interim reports in accordance with the deadlines specified in the applicable laws.
1.3
The company also incorporates ESG considerations into its business strategy, specifically including:
1.3.1
environmental issues, including metrics and risks related to climate change and sustainable development;
The principle is not applied.
Comment
The Company incorporates ESG issues into its business strategy, but to a lesser extent than specified in Principle 1.3.
1.3.2
Social and labor issues, including actions taken and planned to ensure gender equality, decent working conditions, respect for workers’ rights, dialogue with local communities, and customer relations.
The principle is not applied.
Comment
In its business strategy, the Company takes social and labor issues into account, but to a lesser extent than specified in Principle 1.3.2. The Company complies with all regulations governing employer-employee relations, in particular the Labor Code, and prohibiting any discrimination regardless of its cause. It strives to ensure a safe and friendly work environment for its employees, to apply a fair, merit-based compensation policy, and to foster a culture of work-life balance through a hybrid model of remote and on-site work. The Company’s strategy also takes into account the need to build good relationships with customers and promotes a culture of integrity and professionalism in business dealings.
1.4
To ensure effective communication with stakeholders regarding its adopted business strategy, the company publishes information on its website about the strategy’s objectives, measurable targets (including, in particular, long-term targets), planned actions, and progress in implementing the strategy, as measured by both financial and non-financial metrics. Information regarding the ESG strategy should include, among other things:
The principle is not applied.
Comment
The principle is not fully applied. To ensure proper communication with stakeholders, the Company publishes information on its website regarding the assumptions of its strategy, including in particular long-term goals and planned actions. Progress in its implementation, measured using financial and non-financial metrics, is presented in current and periodic reports. The Company incorporates ESG issues into its business strategy, though to a lesser extent than specified in Principle 1.4.
1.4.1
explain how climate change considerations are incorporated into decision-making processes within the company and its group entities, highlighting the resulting risks;
This principle is not applied.
Comment
The Company incorporates ESG issues into its business strategy, but to a lesser extent than specified in Principle 1.4.
1.4.2
must disclose the pay equity ratio for its employees, calculated as the percentage difference between the average monthly pay (including bonuses, awards, and other allowances) of women and men for the previous year, and provide information on measures taken to eliminate any inequalities in this regard, along with a presentation of the associated risks and the timeframe within which equality is planned to be achieved.
This principle is not applied.
Comment
The Company does not maintain such statistics. The Company does not differentiate employee remuneration based on gender. With regard to remuneration, the Company applies market principles, taking into account knowledge, experience, and substantive contribution to the development of the Company’s operations. Furthermore, regarding pay equity, the Company applies principles of non-discrimination in remuneration, and employees’ performance is evaluated solely on the basis of their substantive contribution to the development of the Company’s operations.
1.5
At least once a year, the company discloses the expenditures incurred by it and its group to support culture, sports, charitable institutions, the media, social organizations, trade unions, etc. If, during the reporting year, the company or its group incurred expenditures for such purposes, the disclosure includes a breakdown of those expenditures.
The principle is applied.
1.6
For companies included in the WIG20, mWIG40, or sWIG80 indices, the company organizes a meeting for investors once a quarter; for other companies, such meetings are held at least once a year. The company invites, in particular, shareholders, analysts, industry experts, and media representatives to these meetings. During the meeting, the company’s management board presents and comments on the adopted strategy and its implementation, the financial results of the company and its group, as well as the most important events affecting the company’s and its group’s operations, achieved results, and future prospects. During these meetings, the company’s management board publicly answers questions and provides explanations.
The principle is applied.
1.7
If an investor submits a request for information about the company, the company shall respond immediately, but no later than within 14 days.
This rule is applied.
II. MANAGEMENT BOARD AND SUPERVISORY BOARDOF
In order to ensure the highest standards in the performance of their duties and to ensure that the company’s Management Board and Supervisory Board fulfill their responsibilities effectively, only individuals with the appropriate competencies, skills, and experience are appointed to the Management Board and Supervisory Board.
Members of the Management Board act in the company’s best interests and are responsible for its operations. The Management Board is responsible, in particular, for providing leadership within the company, engaging in the setting and implementation of its strategic goals, and ensuring the company’s efficiency and security.
In the scope of their functions and duties on the Supervisory Board, members of the Supervisory Board are guided in their conduct, including in decision-making, by the independence of their own opinions and judgments, acting in the company’s best interests.
The supervisory board operates in a culture of debate, analyzing the company’s situation against the backdrop of the industry and the market based on materials provided by the company’s management board and the company’s internal systems and functions, as well as information obtained from external sources, utilizing the results of its committees’ work. In particular, the Supervisory Board reviews the company’s strategy, evaluates the Management Board’s performance in achieving established strategic goals, and monitors the company’s results.
2.1
The company should have a diversity policy for the management board and the supervisory board, adopted by the supervisory board or the general meeting, respectively. The diversity policy defines diversity goals and criteria in areas such as gender, field of study, specialized knowledge, age, and professional experience, and specifies the timeline and method for monitoring the achievement of these goals. With regard to gender diversity, the condition for ensuring diversity in the company’s governing bodies is that the representation of minorities in a given body must be no less than 30%.
The principle is not applied.
Comment
The Company has not developed a document regarding a diversity policy for the Management Board and the Supervisory Board that would be adopted by the Supervisory Board or the General Meeting. The Company also does not specify deadlines and methods for monitoring the implementation of diversity criteria. However, the Company employs competent individuals with knowledge and extensive professional experience in various fields, regardless of gender or age. The selection of members of the Supervisory Board and members of the Company’s Management Board depends both on the candidates nominated, their skills, professionalism, and competence, as well as on the decisions of the General Meeting and the Supervisory Board, respectively.
2.2
Those responsible for selecting members of a company’s management board or supervisory board should ensure the diversity of these bodies by appointing individuals who promote diversity, thereby enabling, among other things, the achievement of the target minimum representation of minorities set at no less than 30%, in accordance with the objectives set out in the adopted diversity policy referred to in Principle 2.1.
This principle is not applied.
Comment
The composition of the Company’s Supervisory Board is the result of decisions made by the General Meeting, while determining the composition of the Company’s Management Board falls within the competence of the Company’s Supervisory Board. When selecting members of the Management Board or the Supervisory Board, these bodies are guided by the Company’s current needs, taking into account the candidates’ professional experience, competencies, and education. As indicated in the commentary on Principle 2.1, factors such as the candidate’s age and gender do not constitute a determining factor for the aforementioned Company bodies in this regard.
2.3
At least two members of the supervisory board meet the independence criteria set forth in the Act of May 11, 2017, on Statutory Auditors, Audit Firms, and Public Oversight, and have no actual or material ties to a shareholder holding at least 5% of the total number of votes in the company.
The principle is applied.
2.4
Voting by the supervisory board and the management board is open to the public, unless otherwise provided by law.
This principle is applied.
2.5
Members of the supervisory board and the management board who vote against a resolution may submit a dissenting opinion for the record.
This rule is applied.
2.6
Serving on a company’s management board constitutes the primary focus of a board member’s professional activities. A board member should not engage in additional professional activities if the time devoted to such activities prevents him or her from faithfully performing his or her duties at the company.
This principle is followed.
2.7
Members of the company’s management board must obtain the supervisory board’s consent to serve on the governing bodies of entities outside the company’s group.
This rule is followed.
2.8
Members of the supervisory board should be able to devote the necessary amount of time to performing their duties.
This principle is applied.
2.9
The chair of the supervisory board should not also chair the audit committee operating within the board.
This principle is not applied.
Comment
The Chairman of the Supervisory Board also serves as the Chairman of the Audit Committee. The Company considers this arrangement justified at the current stage of its development, given the composition of the Supervisory Board and the competencies of its members. At the same time, the Company ensures that the Audit Committee performs its duties independently, in accordance with applicable laws, and that any risks associated with the concentration of functions are properly managed.
2.10
The Company allocates the administrative and financial resources necessary to ensure the efficient functioning of the supervisory board, commensurate with its size and financial situation.
This principle is applied.
2.11
In addition to the duties required by law, the supervisory board prepares and submits an annual report to the ordinary general meeting for approval once a year. The report referred to above shall include at least:
2.11.1
Information on the composition of the board and its committees, indicating which board members meet the independence criteria set forth in the Act of May 11, 2017 on Statutory Auditors, Audit Firms, and Public Oversight, as well as which of them have no actual and significant ties to a shareholder holding at least 5% of the total number of votes in the company, as well as information on the composition of the supervisory board in the context of its diversity;
The principle is applied.
2.11.2
summary of the activities of the board and its committees;
The principle is applied.
2.11.3
an assessment of the company’s situation on a consolidated basis, including an evaluation of internal control systems, risk management, compliance, and the internal audit function, along with information on the actions taken by the supervisory board to conduct this assessment; this assessment covers all relevant control mechanisms, including in particular those related to reporting and operational activities;
The principle is applied.
2.11.4
an assessment of the company’s application of corporate governance principles and of how it fulfills its disclosure obligations regarding their application, as set forth in the Stock Exchange Rules and regulations concerning current and periodic disclosures provided by issuers of securities, along with information on the steps taken by the supervisory board to conduct this assessment;
The principle is applied.
2.11.5
assessment of the eligibility of the expenditures referred to in Principle 1.5;
The principle is applied.
2.11.6
Information on the extent to which the diversity policy has been implemented with respect to the Management Board and the Supervisory Board, including the achievement of the objectives referred to in Principle 2.1.
This principle is not applied.
Comment
This principle is not applied, as the Company does not apply Principle 2.1.
III. INTERNAL SYSTEMS AND FUNCTIONS
Effective internal systems and functions are an indispensable tool for exercising oversight over the company.
These systems cover the company and all areas of its group’s operations that have a material impact on the company’s situation.
3.1
A publicly traded company maintains effective systems for internal control, risk management, and compliance, as well as an effective internal audit function, appropriate to the company’s size and the nature and scale of its operations, for which the management board is responsible.
This principle is applied.
3.2
The Company establishes units within its structure that are responsible for the tasks of specific systems or functions, unless this is not justified due to the size of the Company or the nature of its business.
Not applicable.
Comment
In the Company’s assessment, the establishment of organizational units responsible for specific systems or functions is not justified due to the size and nature of the Company’s operations. The Company’s Supervisory Board assesses annually whether there is a need for such separation. The Company’s Management Board is responsible for risk management and oversight of the legality of the Company’s operations.
3.3
A company listed on the WIG20, mWIG40, or sWIG80 index shall appoint an internal auditor to head the internal audit function, who shall operate in accordance with generally accepted international standards of professional practice for internal auditing. In other companies where an internal auditor meeting the above requirements has not been appointed, the audit committee (or the supervisory board, if it performs the functions of an audit committee) shall assess annually whether there is a need to appoint such a person.
The principle is applied.
3.4
The compensation of individuals responsible for risk management and compliance, as well as the head of internal audit, should be based on the fulfillment of assigned tasks, rather than on the company’s short-term results.
This principle is not applied.
Comment
No position responsible for risk management and compliance, or for heading internal audit, has been established within the Company’s structure.
3.5
The persons responsible for risk management and compliance report directly to the CEO or another member of the management board.
This principle is not applied.
Comment
This principle is not applied because the Company has not established a position responsible for risk management and compliance within its organizational structure.
3.6
The head of internal audit reports organizationally to the CEO and functionally to the chair of the audit committee or the chair of the supervisory board, if the supervisory board acts as the audit committee.
The principle is not applied.
Comment
The principle is not applied because no position responsible for managing the internal audit has been established within the Company’s structure.
3.7
Rules 3.4–3.6 also apply to entities within the company’s group that are of material significance to its operations, provided that persons have been designated within those entities to perform these tasks.
Not applicable.
Comment
The rule does not apply because no persons responsible for the functions referred to in Rules 3.4–3.6 have been designated in the entities of the Company’s capital group.
3.8
At least once a year, the person responsible for internal audit—or, if the company has not established such a function, the company’s management board—shall present to the supervisory board an assessment of the effectiveness of the systems and functions referred to in Principle 3.1, together with a relevant report.
This principle is applied.
3.9
The supervisory board monitors the effectiveness of the systems and functions referred to in Principle 3.1, based, among other things, on reports periodically provided directly to it by the persons responsible for these functions and by the company’s management board, and conducts an annual assessment of the effectiveness of these systems and functions, in accordance with Principle 2.11.3. If the company has an audit committee, it monitors the effectiveness of the systems and functions referred to in Principle 3.1; however, this does not relieve the supervisory board of the obligation to conduct an annual assessment of the effectiveness of these systems and functions.
The principle is applied.
3.10
At least once every five years, a company included in the WIG20, mWIG40, or sWIG80 index shall undergo a review of its internal audit function conducted by an independent auditor selected with the participation of the audit committee.
Not applicable.
Comment
The principle is not applied because it does not apply to the Company. The Company is not included in the WIG20, mWIG40, or sWIG80 indices.
IV. GENERAL MEETING AND RELATIONS WITH SHAREHOLDERS
The management board and supervisory board of a listed company should encourage shareholders to become involved in the company’s affairs, primarily through active participation in the general meeting, either in person or by proxy.
The general meeting should conduct its proceedings with respect for the rights of all shareholders and strive to ensure that the resolutions adopted do not infringe upon the legitimate interests of individual groups of shareholders.
Shareholders participating in the general meeting shall exercise their rights in a manner consistent with good practice. Participants in the general meeting should arrive at the meeting prepared.
4.1
A company should enable shareholders to participate in a general meeting using electronic means of communication (e-general meeting) if this is justified by the expectations of shareholders communicated to the company, provided that the company is able to provide the technical infrastructure necessary to conduct such a general meeting.
The principle is not applied.
Comment
The principle does not apply to the Company, as the Company does not currently possess the technical infrastructure necessary to conduct a General Meeting using electronic means of communication that guarantees the technical and legal security of General Meetings. Furthermore, shareholders have not notified the Company of a need to participate in the General Meeting using electronic means of communication. The Company does not rule out the application of the aforementioned rule in the future.
4.2
The Company determines the venue, date, and format of the general meeting in a manner that allows the largest possible number of shareholders to participate in the proceedings. To this end, the company also makes every effort to ensure that the cancellation of a general meeting, a change in the date, or the ordering of a recess in the proceedings occurs only in justified cases and does not prevent or restrict shareholders from exercising their right to participate in the general meeting.
The principle is applied.
4.3
The Company provides a publicly accessible real-time broadcast of the General Meeting.
This rule is not applied.
Comment
The Company does not provide a publicly accessible real-time broadcast of the General Meeting, as it involves the disclosure of the likenesses of persons participating in the General Meeting, and these persons are not public figures. Consequently, making the images of these individuals public could lead to allegations that the Company is using their images without authorization. Furthermore, the implementation of this principle is not reflected in shareholders’ expectations.
4.4
Media representatives are permitted to attend general meetings.
This policy is followed.
4.5
If the management board receives notice of the convening of a general meeting pursuant to Article 399 § 2–4 of the Commercial Companies Code, the management board shall immediately take the actions required of it in connection with the organization and conduct of the general meeting. This rule also applies in the event that a general meeting is convened pursuant to an authorization issued by the registry court in accordance with Article 400 § 3 of the Commercial Companies Code.
This rule is applied.
4.6
In order to enable shareholders participating in the general meeting to vote on resolutions with due diligence, draft resolutions of the general meeting concerning matters and decisions other than those of a procedural nature should include a justification, unless such justification is evident from the documentation presented to the general meeting. If a matter is placed on the agenda of the general meeting at the request of a shareholder or shareholders, the management board shall request that a justification for the proposed resolution be provided, unless it has already been presented by the shareholder or shareholders.
The principle is applied.
4.7
The Supervisory Board reviews draft resolutions submitted by the Management Board for inclusion on the agenda of the General Meeting.
The rule is not applied.
Comment
The Supervisory Board does not formally issue opinions on all draft resolutions submitted by the Management Board to the agenda of the General Meeting. The Company notes that applicable laws do not impose such an obligation, and draft resolutions are prepared by the Management Board with due diligence and taking into account the interests of the Company and its shareholders.
4.8
Draft resolutions of the general meeting regarding matters included on the agenda of the general meeting should be submitted by shareholders no later than 3 days before the general meeting.
This rule is applied.
4.9
If the agenda of the general meeting includes the appointment of members to the supervisory board or the appointment of a supervisory board for a new term:
4.9.1
Nominations for members of the Supervisory Board should be submitted in a timely manner to allow shareholders present at the general meeting to make an informed decision, but no later than 3 days before the general meeting; nominations, along with a complete set of supporting materials, should be published immediately on the company’s website;
This principle is not applied.
Comment
The Company encourages shareholders to nominate candidates for the Supervisory Board within a timeframe that allows for reviewing their professional experience and competencies; however, the Company’s internal regulations do not specify a deadline for submitting nominations.
4.9.2
A candidate for the supervisory board submits a statement regarding compliance with the requirements for audit committee members set forth in the Act of May 11, 2017 on certified public accountants, audit firms, and public oversight, as well as regarding the existence of actual and material ties between the candidate and a shareholder holding at least 5% of the total number of votes in the company.
The rule is applied.
4.10
The exercise of shareholders’ rights and the manner in which they exercise those rights must not impede the proper functioning of the company’s governing bodies.
This principle is applied.
4.11
Members of the management board and supervisory board shall participate in the general meeting, either in person at the venue or via real-time two-way electronic communication, in a composition that allows them to comment on matters under discussion at the general meeting and to provide substantive answers to questions asked during the general meeting. The Management Board presents to the participants of the ordinary general meeting the company’s financial results and other material information, including non-financial information, contained in the financial statements subject to approval by the general meeting. The Management Board discusses significant events relating to the past fiscal year, compares the presented data with previous years, and indicates the degree to which the plans for the past year were implemented.
The principle is applied.
4.12
A resolution of the general meeting regarding the issuance of shares with preemptive rights should specify the issue price or the mechanism for determining it, or require the authorized body to determine it prior to the record date, within a timeframe that allows for an investment decision to be made.
This principle is applied.
4.13
A resolution on a new share issue with the exclusion of preemptive rights, which simultaneously grants selected shareholders or other entities the right of first refusal to subscribe for shares in the new issue, may be adopted if at least the following conditions are met:
a) the company has a rational, economically justified need to urgently raise capital, or the share issue is related to rational, economically justified transactions, such as a merger with or acquisition of another company, or the shares are to be subscribed for under an incentive program adopted by the company;
b) the persons who will be entitled to preemptive rights will be identified according to objective general criteria;
c) the share subscription price will be reasonably related to the current market price of the company’s shares or will be determined through a market-based book-building process.
This rule is not applied.
Comment
Generally applicable legal provisions precisely define the rules for conducting new share issues based solely on preemptive rights, and the mechanisms provided for by law, in the Company’s opinion, ensure adequate protection for shareholders. Furthermore, in the Issuer’s view, the need to raise capital may require greater flexibility and the adaptation of the structure of the new share offering to investors’ expectations, subject to all legal requirements and restrictions.
4.14
The company should aim to distribute profits by paying dividends. Retaining the entire profit within the company is permissible if any of the following conditions apply:
a) the amount of the profit is minimal, and consequently the dividend would be insignificant in relation to the value of the shares;
b) the company has unrecovered losses from previous years, and the profit is allocated to reduce them;
c) the company justifies that allocating the profit to investments will bring tangible benefits to shareholders;
d) the company has not generated sufficient cash to pay a dividend;
e) the payment of a dividend would significantly increase the risk of breaching covenants under loan agreements binding on the company or the terms and conditions of bond issues;
f) retaining the profit within the company is consistent with the recommendation of the institution supervising the company due to the specific nature of its business activities.
The rule is not applied.
Comment
In each motion to the General Meeting regarding the distribution of profit for a given fiscal year, the Issuer’s Management Board presents, along with a justification, its recommendations, which may take into account, among other things, the current and projected financial situation of the Company and its capital group, as well as the strategy for further development, including investment plans. The aforementioned motion is reviewed by the Issuer’s Supervisory Board. The final decision, taking into account the Issuer’s material needs—which may extend beyond the grounds specified in this principle—is made by the Issuer’s General Meeting. In light of the foregoing, the Issuer does not apply this principle, or does not apply it in full.
V. CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES
For the purposes of this chapter, arelated partyis a related party as defined in the international accounting standards adopted pursuant to Regulation (EC) No 1606/2002 of the European Parliament and of the Council of July 19, 2002, on the application of international accounting standards.
The Company and its group should have transparent procedures for managing conflicts of interest and entering into transactions with related parties in situations where a conflict of interest may arise. The procedures should provide for methods of identifying such situations, disclosing them, and handling them should they arise.
A member of the management board or supervisory board should avoid engaging in professional or non-professional activities that could lead to a conflict of interest or negatively impact their reputation as a member of a company’s governing body, and should immediately disclose any conflict of interest that arises.
5.1
A member of the management board or supervisory board shall inform the management board or supervisory board, as appropriate, of any existing conflict of interest or potential conflict of interest and shall not participate in the consideration of any matter in which a conflict of interest may arise with respect to that member.
This principle is applied.
5.2
If a member of the management board or supervisory board believes that a decision made by the management board or supervisory board, as applicable, is contrary to the company’s interests, he or she should request that his or her dissenting opinion on the matter be recorded in the minutes of the management board or supervisory board meeting.
This principle is applied.
5.3
No shareholder should be given preferential treatment over other shareholders in transactions with related parties. This also applies to transactions entered into by the company’s shareholders with entities belonging to its group.
The principle is not applied.
Comment
The Company waives the application of the above principle due to the fact that applicable laws and the provisions of the Company’s corporate documents ensure an adequate level of protection of the interests of all shareholders. In the Company’s assessment, the adopted supervisory and control mechanisms are sufficient to ensure the arm’s-length nature of transactions with related parties, and any risks associated with preferential treatment of shareholders are mitigated through the application of applicable regulations and internal procedures.
5.4
The Company may repurchase its own shares (buy-back) only in a manner that respects the rights of all shareholders.
This principle is applied.
5.5
If a transaction between the company and a related party requires the approval of the supervisory board, prior to adopting a resolution granting such approval, the board shall assess whether it is necessary to first seek the opinion of an external entity that will perform a valuation of the transaction and an analysis of its economic effects.
The rule is not applied.
Comment
The Company waives the application of the above rule due to the fact that decisions regarding transactions with related parties are made with the appropriate level of knowledge and experience of the members of the supervisory board, as well as using internal economic and financial analyses. In the Company’s opinion, engaging external entities on a case-by-case basis is not necessary, and any support from external advisors may be sought as needed, depending on the nature and materiality of a given transaction.
5.6
If entering into a transaction with a related party requires the approval of the general meeting, the supervisory board shall prepare an opinion on the appropriateness of entering into such a transaction. In such a case, the board shall assess the need to first seek the opinion of an external entity, as referred to in Principle 5.5.
This principle is not applied.
Comment
The Company waives the application of the above principle due to the fact that the process of assessing the appropriateness of entering into transactions with related parties is carried out based on the competence and experience of the members of the supervisory board and available internal analyses. In the Company’s opinion, preparing a separate opinion of the supervisory board is not necessary in every case, and any support from external advisors may be sought as needed, depending on the nature and materiality of the transaction in question.
5.7
Where a decision regarding the company’s entry into a material transaction with a related party is made by the general meeting, the company shall, prior to such a decision, ensure that all shareholders have access to the information necessary to assess the impact of the transaction on the company’s interests, including the opinion of the supervisory board referred to in Principle 5.6.
This principle is applied.
VI. REMUNERATION
The Company and its group strive to ensure the stability of the management team, including through transparent, fair, consistent, and non-discriminatory remuneration policies, which are reflected, among other things, in equal pay for women and men.
The Company’s adopted remuneration policy for members of its governing bodies and key managers specifies, in particular, the form, structure, method of determination, and payment of remuneration.
6.1
The remuneration of members of the management board, supervisory board, and key managers should be sufficient to attract, retain, and motivate individuals with the competencies necessary to properly manage and supervise the company. The amount of remuneration should be commensurate with the tasks and duties performed by each individual and the associated responsibilities.
The principle is applied.
6.2
Incentive programs should be designed, among other things, to link the compensation of the company’s management board members and key managers to the company’s actual long-term performance in terms of financial and non-financial results, as well as long-term shareholder value growth, sustainable development, and the stability of the company’s operations.
This principle is applied.
6.3
If a company’s incentive programs include a management stock option plan, the exercise of options should be contingent upon the beneficiaries achieving, over a period of at least three years, predetermined financial and non-financial goals and sustainable development objectives that are realistic and appropriate for the company, and the purchase price of the shares or the settlement price of the options determined for the beneficiaries may not deviate from the share value at the time the program was adopted.
This principle is not applied.
Comment
In view of the guidelines of the Corporate Governance Committee regarding the application of the principles of the “Good Practices of Companies Listed on the WSE 2021” concerning Principle 6.3, the Company has decided not to apply the aforementioned principle, due to the requirement to set the subscription price for shares offered under the incentive plan at no less than 90% of the market price of the shares, determined as the arithmetic mean of the closing prices of the shares over a period of 3 or 6 months prior to the establishment of the incentive plan.
6.4
The supervisory board performs its duties on an ongoing basis; therefore, the remuneration of board members cannot be contingent on the number of meetings held. The remuneration of committee members, in particular those of the audit committee, should take into account the additional workload associated with serving on these committees.
This principle is applied.
6.5
The remuneration of supervisory board members should not be dependent on the company’s short-term results.
This principle is applied.
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