Subject:
Information on implementation of the Corporate Governance Codes and Principles
Contents of the report:
On the basis of § 29 item 3 of the Regulation of the WSE, in connection with the revised Code from 1 July 2010 – enclosure to the Exchange Board Resolution No 17/1249/2010 from 19 May 2010 “Code of Best Practice for WSE Listed Companies”, the Management Board of POL-MOT Warfama hereby gives notice of the permanently or temporal non-application of certain corporate governance rules set forth in the document "Code of Best Practice of WSE Listed Companies"
I. Recommendations for Best Practice for Listed Companies:
Principle 1. (partial non-application of the rule)
Principle 5. (non-application of the rule)
Principle 9. (partial non-application of the rule)
Principle 1. “A company should pursue a transparent and effective information policy using both traditional methods and modern technologies and latest communication tools ensuring fast, secure and effective access to information. Using such methods to the broadest extent possible, a company should in particular:[…] - enable on-line broadcasts of General Meetings over the Internet, record General Meetings, and publish the recordings on the company website.”
Explanation of the reasons for not applying the rule:
The non-application concerns the on-line broadcasts of General Meetings over the Internet, recording General Meetings, and publishing the recordings on the company website. The Company applies this rule if the Shareholders interest will be higher than incurred costs.
Principle 5: “A company should have a remuneration policy and rules of defining the policy. The remuneration policy should in particular determine the form, structure, and level of remuneration of members of supervisory and management bodies. Commission Recommendation of 14 December 2004 fostering an appropriate regime for the remuneration of directors of listed companies (2004/913/EC) and Commission Recommendation of 30 April 2009 complementing that Recommendation (2009/385/EC) should apply in defining the remuneration policy for members of supervisory and management bodies of the company.”
Explanation of the reasons for not applying the rule:
The remuneration of Management Board is set by Supervisory Board, and the remuneration of Supervisory Board by the Annual General Meeting. The remunerations of Company’s bodies are established on the basis of references term and responsibilities, resulted from the performing duties, size of the Company and attained gain. The Company didn’t declare to give out the remuneration policy on the Company website.
Principle 9: “The WSE recommends to public companies and their shareholders that they ensure a balanced proportion of women and men in management and supervisory functions in companies, thus reinforcing the creativity and innovation of the companies’ economic business.”
Explanation of the reasons for not applying the rule:
In POL – MOT Warfama S.A there isn’t any personnel policy based on privileges and limits in supervision and management functions of any sex. The decision of appointing the Company’s bodies is up to Shareholders, after vetting skills and professional experiences of every candidates.
II. Best Practice for Management Boards of Listed Companies
Principle 1.14 (non-application of the rule)
“A company should operate a corporate website and publish on it, in addition to information required by legal regulations information about the content of the company’s internal rule of changing the company authorised to audit financial statements or information about the absence of such rule.”
Explanation of the reasons for not applying the rule:
The Company doesn’t publish information about the content of the company’s internal rule of changing the company authorised to audit financial statements or information about the absence of such rule. Selection and changing of an entity authorized to audit financial statements are in power of the Supervisory Board. In the Company’s opinion it’s aimless to publish information of the absence of such rule.
IV. Best Practices of Shareholders
Principle 10 point 1) and 2) (non-application of the rule)
“A company should enable its shareholders to participate in a General Meeting using electronic communication means through:
1) real-life broadcast of General Meetings;
2) real-time bilateral communication where shareholders may take the floor during a General Meeting from a location other than the General Meeting.”
Explanation of the reasons for not applying the rule:
The company hasn’t decided to implement the real-life broadcast of General Meetings and ensuring its shareholders to participate in a General Meeting using electronic communication due to the costs, risk and lack of experience in this filed. In the course of time, when this principle become more popularized, the Management Board will consider its implementation.
Simultaneously, the Company doesn’t exclude the application of this rule from 1 January 2012.The Management Board of POL-MOT Warfama S.A. ensure of making efforts to minimize number of non-applied rules of "Code of Best Practice of WSE Listed Companies".
