GPW’s Corporate Governance Consultation Committee is a standing advisory body responsible for compliance with the corporate governance principles on the markets operated by GPW and for GPW’s cooperation with third parties in the development and promotion of corporate governance in Poland.

The Committee was established in 2013 as GPW’s standing advisory committee. In recognition of the importance of corporate governance in the development of the capital market and its relevance to the Capital Market Development Strategy published in 2019, the Exchange Management Board passed a resolution of 26 April 2019 which clarifies the responsibilities and the operating model of the Corporate Governance Committee.

The Committee is comprised of representatives of the key institutions of the Polish capital market, capital governance experts, and employees of the Warsaw Stock Exchange.

The Committee brings together the following institutions: Polish Financial Supervision Authority (Rafał Mikusiński), Association of Individual Investors (Jarosław Dominiak, Piotr Cieślak), Chamber of Fund and Asset Management (Andrzej Sołdek), CFA Society Poland (Milena Olszewska-Miszuris), Bank Pekao S.A. (Piotr Kozłowski).

Other Committee members include: Sebastian Buczek, Leszek Koziorowski, , Ilona Pieczyńska -Czerny, Janusz Sochański, Krzysztof Szułdrzyński.

The Committee is chaired by Agnieszka Gontarek, Director of GPW’s Listing Department.

Monika Gorgoń, Member of the Management Board of the Warsaw Stock Exchange, has an advisory vote on the Committee.

The Committee is an advisory body independent of GPW, responsible for the development and execution of corporate governance initiatives.

The key responsibilities of the Corporate Governance Committee include:

• initiating amendments to the Best Practice for GPW Listed Companies (“Best Practice”) and issuing opinions on draft amendments proposed by GPW to the Committee;
• initiating and issuing opinions on amendments to the Exchange Rules and legal regulations directly or indirectly relating to corporate governance;
• reviewing compliance of listed companies with the Best Practice and disclosure requirements under the Best Practice;
• issuing opinions on circumstances suggesting potential non-compliances with the Best Practice or disclosure requirements under the Best Practice;
• issuing opinions and recommendations on individual cases and selected issues and developments regarding compliance with the corporate governance principles on the markets operated by GPW;
• issuing opinions on corporate governance projects and initiatives undertaken by GPW and other entities collaborating with GPW;
• other activities, including educational initiatives, promoting the Best Practice and the concept of corporate governance.

As a part of opinions and educational initiatives concerning corporate governance in companies listed on the markets operated by the Warsaw Stock Exchange, the Corporate Governance Committee issues public opinions and assessments, to the extent it considers necessary, in matters within the remit of the Committee. The Committee is independent in its opinions, assessments and evaluations. As such, the Committee’s opinions, assessments and evaluations are not opinions, assessments and evaluations of GPW.

Public opinions and assessments of the Committee may concern without limitation:

• the interpretation of and compliance with the Best Practice;
• compliance of companies subject to the Best Practice with disclosure requirements;
• evaluation of issuers’ or groups of issuers’ compliance with the corporate governance principles and the quality of explanations published in relation to disclosure requirements concerning corporate governance;
• developments, trends and advisable modifications of corporate governance principles, in particular involving the Best Practice.

The Corporate Governance Committee, an independent advisory body to the Warsaw Stock Exchange, has found Kernel Holding S.A. manifest breach of Principle 4.13 of Code of Best Practice, which, combined with the declarations to the contrary made by the Company regarding the scope of compliance with the Corporate Governance Principles, undermines the confidence of shareholders and other market participants. In the Committee’s view, the capital increase carried out by Kernel Holding S.A., excluding pre-emptive rights, at a price grossly deviating from the market rate, and thus breach of the principle of Best Practice for GPW Listed Companies 2021, resulted in violation of the fundamental rules on which the capital market is built. Details are set out in the Committee's position of 25 January 2024.

Position of the Corporate Governance Committee on breach of Principle 4.13 of the “Best Practice for GPW Listed Companies 2021” by Kernel Holding S.A. on25 January, 2024

The Corporate Governance Committee published its opinion on the effectiveness of supervision in public companies on 26 June 2019.

The Committee’s opinion recalls that effective supervision is a key tool of lasting corporate value creation and investment risk mitigation. The Committee points out that the Best Practice includes a range of solutions supporting effective supervision of corporate activities exercised by the supervisory board. The Committee stresses the special importance of the supervisory board and the monitoring of the effectiveness of internal functions and systems as required to ensure effective functioning of joint-stock companies.

Opinion of the Corporate Governance Committee on the effectiveness of supervision in public companies on 26 June 2019 (in Polish)