Disclosure Policy, Investor Communications
I.Z.1.3. a chart showing the division of duties and responsibilities among members of the management board drawn up according to principle II.Z.1;
The Company does not apply this principle.
Our organizational structure does not provide for the division of tasks and responsibilities of the Board. According to the P4’s organizational structure, the operational company of the Issuer where he has got 100% of shares (“P4”), each member of P4’s management board is responsible for the activities in his division. It will be difficult to provide a chart with the specified scope of duties of the individual members of P4’s management board, as according to the Polish regulations, management board members are jointly and severally liable. Nevertheless, introducing such division in the future is not excluded.
I.Z.1.10. financial projections, if the company has decided to publish them, published at least in the last 5 years, including information about the degree of their implementation;
Zasada nie ma zastosowania.
Issuer does not publish financial projections.
I.Z.1.15. information about the company’s diversity policy applicable to the company’s governing bodies and key managers; the description should cover the following elements of the diversity policy: gender, education, age, professional experience, and specify the goals of the diversity policy and its implementation in the reporting period; where the company has not drafted and implemented a diversity policy, it should publish the explanation of its decision on its website;
The Company does not apply this principle.
We do not determine the composition of our Board and P4’s Management Board in terms of gender diversity but focus on the quality of management. Company has a neutral employment policy and works in line with best practices of gender equality. Nevertheless, the Company is considering introducing a balanced proportion of women and men in the future, taking into consideration the size of our Board and the P4’s Management Board.
I.Z.1.20. an audio or video recording of a general meeting;
The Company does not apply this principle.
We do not plan to publish audio or video recordings of the General Meeting since the Company does not comply with detailed principle IV.Z.2. If the shareholders (i) indicate an interest in audio or video recordings of the General Meeting; and (ii) notify the Company of such interest, we will take into account the expectations of the shareholders in this respect.
Management Board, Supervisory Board
II.Z.1. The internal division of responsibilities for individual areas of the company’s activity among management board members should be clear and transparent, and a chart describing that division should be available on the company’s website.
Comments of the Company on the mode of application of the principle.
According to the P4’s organizational structure, each member of the Board is responsible for the activities in his division (CEO, CFO, CMO, CSO, CCO and CTO). It will be difficult to provide a chart with the specified scope of duties of the individual members of P4’s Management Board, as according to the Polish regulations, management board members are jointly and severally liable. Nevertheless, introducing such division in the future is not excluded
II.Z.7. Annex I to the Commission Recommendation referred to in principle II.Z.4 applies to the tasks and the operation of the committees of the Supervisory Board. Where the functions of the audit committee are performed by the supervisory board, the foregoing should apply accordingly.
The Company does not apply this principle.
We cannot guarantee that this principle will be introduced but in each case will analyze the composition of the committee and verify whether such requirement can be satisfied.
II.Z.10.4. an assessment of the rationality of the company’s policy referred to in recommendation I.R.2 or information about the absence of such policy.
The Company does not apply this principle.
We do not intend to introduce the sponsorship policy at present as the sponsorship activity is negligible for the Group’s operations. However, it is not excluded that if the sponsorship activity will become material for the Company’s group, we will introduce and publish such policy in the future.
General Meeting, Shareholder Relations
IV.Z.2. If justified by the structure of shareholders, companies should ensure publicly available real-time broadcasts of general meetings.
The Company does not apply this principle.
We do not plan to conduct real-time broadcasts of General Meetings because of the additional costs and organizational resources that would need to be incurred in relation thereto. Nevertheless, the Company will consider real-time broadcasts of the General Meetings if the shareholders require such broadcasts in the future.
Remuneration
VI.Z.2. To tie the remuneration of members of the management board and key managers to the company’s long-term business and financial goals, the period between the allocation of options or other instruments linked to the company’s shares under the incentive scheme and their exercisability should be no less than two years.
Comments of the Company on the mode of application of the principle.
Issuer will partially apply this principle since according to the New Performance Incentive Plans, 50% of Award Shares granted to a manager will be subject to a 365 day lock up pursuant to the terms of the scheme, with the remaining 50% being subject to a 730 day lock up following the date they are granted.
VI.Z.4. In this activity report, the company should report on the remuneration policy including at least the following:
- 1) general information about the company’s remuneration system;
- 2) information about the conditions and amounts of remuneration of each management board member broken down by fixed and variable remuneration components, including the key parameters of setting the variable remuneration components and the terms of payment of severance allowances and other amounts due on termination of employment, contract or other similar legal relationship, separately for the company and each member of its group;
- 3) information about non-financial remuneration components due to each management board member and key manager;
- 4) significant amendments of the remuneration policy in the last financial year or information about their absence;
- 5) assessment of the implementation of the remuneration policy in terms of achievement of its goals, in particular long-term shareholder value creation and the company’s stability.
Comments of the Company on the mode of application of the principle.
Issuer will not comply with points 2) and 3) as according to Luxembourg law, which is the home jurisdiction of the Issuer, it is not a requirement to provide the information on remuneration of the management board members on an individual basis. Moreover, such information has not been previously publicly disclosed by the Issuer.
| Załączniki |
| 20190926_120205_0000122724_0000116207.pdf |
| 20190926_120205_0000122724_0000116208.pdf |
Źródło:Komunikaty spółek (EBI)
