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Corporate governance

STATEMENT OF APPLICATIONS OF CORPORATE GOVERNANCE STANDARDS PUBLISHED IN THE ANNUAL REPORT OF GPW GROUP FOR 2015

GPW accepted the corporate governance rules laid down in the Code of Best Practice for GPW Listed Companies, applicable until 31 December 2015, as of the date of admission of the Company’s shares to trading on the regulated market on 5 November 2015. GPW complied with all of the rules of the Code in 2015. The Code of Best Practice for GPW Listed Companies is available on the GPW website (http://www.gpw.pl) under the listed companies corporate governance tab.
As of 1 January 2016, GPW follows the new rules published by the trading organiser, the Code of Best Practice for GPW Listed Companies 2016. The Code is available on the GPW website (http://www.gpw.pl) under the listed companies corporate governance tab.
GPW complies with most of the recommendations and rules of the Code of Best Practice for GPW Listed Companies 2016 with the exception of Rule VI.Z.2, which requires that 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. The non-compliance is due to the fact that the Company’s incentive scheme, approved before the effective date of the Code of Best Practice for GPW Listed Companies 2016, included phantom shares, where the exercise period is 1 year. However, the phantom shares are only one of three incentive measures with a minor weight. The biggest part of the Management Board incentive system in 2015 was the “bonus bank” paid out in equal parts over three consecutive years.
Furthermore, with respect to Recommendation I.R.2, GPW’s sponsoring and charity policy is not a formal document. The Company is planning to approve it as a formal document in 2016. However, in its sponsoring and charity activities, GPW follows the principle of focusing on the area of its core business.
In addition, GPW is subject to the Corporate Governance Rules for Supervised Institutions issued by the Polish Financial Supervision Authority on 22 July 2014 as a set of rules governing internal and external relations of supervised institutions, including relations with shareholders and clients, their organisation, the operation of internal supervision and the key internal systems and functions, as well as the statutory authorities and the rules of their co-operation. The Corporate Governance Rules for Supervised Institutions are available on the website of the Polish Financial Supervision Authority (http://www.knf.gov.pl).
The Exchange complies with the rules laid down in the Corporate Governance Rules for Supervised Institutions with the exception of the rules defined in § 10.2, § 12.1 and § 28.4, and except the rules defined in §53, §54.1-3, §55, §56, §57, which are inapplicable to GPW’s business profile as GPW does not manage assets on clients’ account.
Non-compliance with the rule defined in § 10.2, concerning the introduction of personal entitlements or other special entitlements for shareholders, and in § 12.1, which provides that shareholders shall be responsible for an immediate capital increase of the supervised institution, is due to the incomplete privatisation of the Company by the State Treasury. Non-compliance with the rule defined in § 28.4, which provides that the General Meeting shall assess whether the established remuneration policy contributes to the development and security of the operations of the supervised institution, is due to the excessively broad range of the remuneration policy to be assessed by the General Meeting. The remuneration policy for key managers other than the members of the supervisory board and the management board should be assessed by their employer, i.e., the Company represented by the Management Board and controlled by the Supervisory Board.

BEST PRACTICE FOR GPW LISTED COMPANIES

Statement on the Warsaw Stock Exchange compliance with the corporate governance recommendations and principles contained in the Best Practice for GPW Listed Companies


AUDITOR


GPW does not have an internal rule of changing the company authorised to audit financial statements.
According to § 18.2(12) of the Exchange Articles of Association, the appointment of the auditor to perform an audit of the financial statements of the Company is a responsibility of the Supervisory Board of the Warsaw Stock Exchange. The Exchange Supervisory Board appoints the auditor on the basis of opinions and recommendations of the Audit Committee. According to the Appendix to the Rules of the Exchange Supervisory Board which sets out the competences of the Committees of the Exchange Supervisory Board, the Audit Committee among others gives opinions on proposals of companies to provide the services of an auditor and presents recommendations concerning appointment of the entity to provide the services of an auditor.
GPW shall also apply to the provisions of the Act on expert auditors talking about the fact that key auditor could not carry out audit of the company for a period longer than five years, unless there is a change seat on a bench dedicated key auditor to audit the company's accounts.

DIVERSITY POLICY

The company has not prepared a formal diversity policy applicable to the company’s governing bodies and key managers, but implemented in GPW human relations policies include in all processes, particularly recruitment, performance evaluation, promotion and professional development, the elements of diversity such as gender, education, age and professional experience recognizing diversity and equal opportunities for significant competitive advantages enabling GPW to capture and retain talented employees and utilize their full professional potential. The Company will seek to formalize existing policy rules in the area of diversity as a diversity policy.

CORPORATE GOVERNANCE RULES FOR SUPERVISED COMPANIES
 

Warsaw, on 16 December 2014

Declaration of the Supervisory Board and the Management Board
of the Warsaw Stock Exchange (GPW)
concerning application of the Corporate Governance Rules for Supervised Institutions
issued by the Polish Financial Supervision Authority

  1. Having reviewed the Corporate Governance Rules for Supervised Institutions (hereinafter the “Rules”) issued by the Polish Financial Supervision Authority on 22 July 2014, the Supervisory Board and the Management Board of the GPW jointly declare that the Warsaw Stock Exchange (hereinafter the “GPW”) shall apply the Rules with the exceptions defined in point 2.
  2. At the same time, the Supervisory Board and the Management Board of the GPW announce non-compliance with the Rules set out in § 53, § 54.1-3, § 55, § 56, § 57 which are not adequate to the core activity of the GPW as a supervised institution. The GPW does not manage assets on clients’ account.
  3. Furthermore, the Supervisory Board and the Management Board of the GPW announce that, in view of the fact that the shareholders of the company are the addressees of some of the recommendations contained in the set of rules, the agenda of the next General Meeting of the GPW will include an item where the shareholders can review the Rules and potentially speak on their content.
     
  Chairman of the Exchange
Supervisory Board
  President of the Exchange
Management Board
       
  Dr Wiesław Rozłucki   Paweł Tamborski



Resolution No. 23
of the Ordinary General Meeting of the Company
Warsaw Stock Exchange (“Company”) dated 25 June 2015


concerning approval of the Rules of Corporate Governance for Supervised Institutions defined
by the Polish Financial Supervision Authority

Following the adoption of the Rules of Corporate Governance for Supervised Institutions (“Corporate Governance Rules”) by the Polish Financial Supervision Authority in Resolution No. 218/2014 dated 22 July 2014, the General Meeting of the Company resolves as follows:

§ 1.

The General Meeting of the Warsaw Stock Exchange declares that the General Meeting acting within its powers shall follow the Corporate Governance Rules in the wording attached hereto, subject to § 2.

§ 2.

The General Meeting of the Warsaw Stock Exchange shall not comply with the rules defined in:

1) § 10(2) to the extent of the introduction of personal entitlements or other special entitlements for shareholders;

2) in § 12(1) to the extent of the responsibility of shareholders for immediate capital increase of the supervised institution;

3) in § 28(4) to the extent of an assessment of the general meeting whether the established remuneration policy contributes to the development and security of the operations of the supervised institution.

§ 3

This Resolution shall come into force on the day of adoption.
 

Justification of non-compliance with selected principles approved by the General Meeting, presented in the draft resolution proposed by a shareholder


Assessment of compliance with the principles of corporate governance
- declaration of the Exchange Supervisory Board

Acting pursuant to § 27 of the Principles of Corporate Governance for Supervised Institutions issued by the Polish Financial Supervision Authority (KNF), the Exchange Supervisory Board has assessed the compliance of the Warsaw Stock Exchange (GPW) with the Principles.

The Warsaw Stock Exchange complies with the Principles of Corporate Governance for Supervised Institutions with the following exceptions:

  • 7 principles which are not adequate to the business of GPW, listed in Chapter 9 “Execution of Rights Resulting from Assets Acquired at Client's Risk” (§ 53 to § 57) – GPW manages no assets of clients;
     
  • 2 principles which are not adequate to the organisational structure put in place by GPW (§ 49.4 and § 52.2) – GPW’s organisation includes a separate Internal Audit Department, as well as a Compliance and Risk Department headed by the Compliance Officer;
     
  • 3 principles for which GPW’s General Meeting has accepted non-compliance (§ 10.2, § 12.1, § 28.4 – Resolution of the Ordinary General Meeting dated 25 June 2015 acknowledging the Principles of Corporate Governance).


Warsaw, 30 March 2016

      Dr Wojciech Nagel
       
      Chairman of
the Exchange Supervisory Board



Warsaw, 27 February 2017

Statement of the Exchange Supervisory Board on the assessment of GPW’s compliance with the Principles of Corporate Governance for Supervised Institutions in 2016

According to § 27 of the Principles of Corporate Governance for Supervised Institutions issued by the Polish Financial Supervision Authority (KNF), the Exchange Supervisory Board has performed an assessment of the Warsaw Stock Exchange’s compliance with the Principles.

The Warsaw Stock Exchange complied with the Principles of Corporate Governance for Supervised Institutions in 2016 with the exception of:

  • 7 principles which are inapplicable to the business activity of GPW, listed in Chapter 9 “Execution of Rights Resulting from Assets Acquired at Client’s Risk” (from § 53 to § 57). GPW does not manage clients’ assets.
     
  • 2 principles which are inapplicable to the organisational structure of GPW (§ 49(4) and § 52(2)). GPW’s organisational structure includes a separate Internal Audit Department and a Compliance and Risk Department headed by the Compliance Officer.
     
  • 1 principle (§ 30(4)) concerning the Remuneration Policy which is inapplicable to the extent of the incentive scheme with respect to one of the Company’s Vice-Presidents in view of changed legal conditions relating to remuneration of members of the management boards of companies with a stake held by the State Treasury.
     
  • 3 principles which GPW decided not to comply with (§ 10(2), § 12(1), § 28(4) – Resolution of the Ordinary General Meeting of 25 June 2015 approving the Principles of Corporate Governance.
     
      Dr Wojciech Nagel
       
      Chairman of
the Exchange Supervisory Board

 
 

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