Corporate Governance
CORPORATE GOVERNANCE STATEMENT
The Statement and Report concerning the application of Corporate Governance by Grupa Kęty S.A. in 2017 has been prepared pursuant to § 91(5)(4) of the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic information to be published by issuers of securities and conditions of considering information required by the law of countries which are not EU members as equal (consolidated text: Journal of Laws [Dziennik Ustaw] of 2014 item 133 as amended).
THE SET OF CORPORATE GOVERNANCE PRINCIPLES BY WHICH THE COMPANY WAS GOVERNED IN 2017
In 2017, Grupa Kęty S.A. was subject to the corporate governance principles described in the document ‘Best Practice for GPW Listed Companies 2016’ adopted by the Board of Warsaw Stock Exchange. Its complete text is available at the WSE website:
https://www.gpw.pl/pub/GPW/files/PDF/GPW_1015_17_DOBRE_PRAKTYKI_v2.pdf
The basic principle of the Best Practice is the ‘comply or explain’ formula, which means that a company is required to comply with the principles contained in the document and, if a given principle is not complied with, to explain the reasons for this and to disclose this fact in the form of a report via WSE’s Electronic Information Base (EBI).
In 2017, Grupa Kęty S.A. complied with all the principles contained in the Best Practice, with the exception of the principle referred to in Recommendation IV.R.2 items 2 and 3 providing for the possibility for shareholders to participate in the General Meeting of Shareholders using means of electronic communications, by ensuring real-time bilateral communication where shareholders may take the floor during a General Meeting of Shareholders (‘General Meeting’, ‘GM’) from a location other than the venue of the General Meeting and exercise, in person or through a proxy, the right to vote in the course of the meeting. In the Company’s opinion, the implementation of the said principle during a GM may result in risks of a technical and legal nature for the correct and smooth proceedings of the GM. In addition, due to the shareholding structure, the absence of the information from shareholders about their expectations regarding the method of conducting the general meeting of shareholders using electronic communications means, and the inability to provide technical infrastructure necessary for the general meeting of shareholders to proceed efficiently using electronic communications means and to ensure proper security of electronic communications during the general meeting of shareholders of Grupa Kęty S.A., the Company did not comply with Recommendation IV.R.2. At the same time, the Company ensures real-time online broadcast of the GM in accordance with the requirement laid down in Part IV, Recommendation IV.R.2 item 1 of the Best Practice. At the same time, the Company does not exclude the possibility of ensuring real-time bilateral communication for shareholders during the GM in the future if the facts or legal circumstances change.
