Under the Warsaw Stock Exchange (“WSE”) Rules, the Bank, as a public company, is required to comply with Best Practice providing a selection of recommendations and rules of conduct addressed, in particular, to the authorities of WSE-listed companies and their shareholders. The text of the document is available on WSE’s website https://www.gpw.pl/dobre-praktyki.
The Management Board of the Bank, regarding the competences assigned to it by the Articles and mandatory legislation, intends to implement at the Bank all the principles provided for in Best Practice. As part of ongoing control, in the second half of 2019, a new revision was conducted of how the Bank has used the recommendations and principles included in Best Practice. On 10 September 2019, an information was published on the status of their application by the Bank. As per the published statement, as at the report publication date, the respective rules are applied subject to the following reservations:
- Principle I.Z.1.9. is applied. If a decision is made to pay dividend, the respective information will be published on the Bank’s website;
- Principle I.Z.1.10. is not applicable – the Bank does not publish financial projections;
- Principle II.Z.7 applies to the Audit Committee. For the Nomination and Pay Committee, the Bank does not apply the Recommendation of the European Commission 2005/162/EC of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board due to the need to ensure coherent standards for pay of the Members of the Management Board and key managers within the Group;
- Principle III.Z.6. is not applicable – a separate Audit Department has been established within the Bank;
- Principle IV.R.2. is not applicable for its subparagraph 2 – given the need to perform multiple technical and organisational measures and the involved costs and risks as well as small experience of the market in this regard, the Bank has not currently opted for providing the shareholders with real-time communication capability whereby shareholders would be able to speak at a General Meeting from a location other than the place of deliberations. The Bank intends to comply with this recommendation, but due to the fact that the Bank has not completed the process of its full implementation, this recommendation will be applied as soon as the Bank completes its implementation work for the related communication and IT systems;
- Principle IV.R.3. is not applicable – the securities issued by the Bank are traded on the Polish market;
- Principles IV.Z.16. – IV.Z.18 Will be applied – the Bank has not so far carried out dividend payments, conditional dividend payments, and has not conducted a split of the nominal value of its shares;
- Principle VI.R.3. is not applied. For the Nomination and Pay Committee, the Bank does not apply the Recommendation of the European Commission 2005/162/EC of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board due to the need to ensure coherent standards for pay of the Members of the Management Board and key managers within the Group.