Corporate governance

TERMS AND SCOPE OF COMPLIANCE WITH CORPORATE GOVERNANCE RULES

GPW accepted the corporate governance rules laid down by the trading organiser as of the date of admission of the Company’s shares to trading on the regulated market on 5 November 2010.

From 1 January 2016 to 30 June 2021, the Company followed the Code of Best Practice for GPW Listed Companies 2016 (“Code of Best Practice 2016”).

Resolution No. 13/1834/2021 of the Exchange Supervisory Board of 29 March 2021 adopted the new code of corporate governance for companies listed on the GPW Main Market, a new version of the corporate governance principles applicable to companies listed on the GPW Main Market. The new principles took effect on 1 July 2021.

Accordingly, the Company applies the principles contained in the Best Practice for GPW Listed Companies 2021 as of 1 July 2021. The document is available on the website of the Exchange in the section dedicated to corporate governance of listed companies (https://www.gpw.pl/best-practice_2021).

During 2022, until the Company’s Annual General Meeting of 23 June 2022, the Company did not comply with Principles 2.1 and 2.2 of the Best Practice for GPW Listed Companies 2021. However:

• following the approval by the Exchange Supervisory Board of the Diversity Policy for Exchange Management Board Members and the adoption by the GPW Annual General Meeting of 23 June 2022 of a resolution approving the Diversity Policy for Members of Bodies Appointed by the General Meeting of the Warsaw Stock Exchange, the Company complies with Principle 2.1 as of the date of the Annual General Meeting;
• the term of office of the Exchange Supervisory Board, which started prior to the entry into force of the Best Practice for GPW Listed Companies 2021 and the General Meeting’s adoption of the Diversity Policy for Members of Bodies Appointed by the General Meeting of the Warsaw Stock Exchange, did not end since the dates of those events; hence, the policy will be implemented at the time of election of the Exchange Supervisory Board of the next term of office; in view of the appproval of those policies in conjunction with the interpretation of Principle 2.2 provided in the Corporate Governance Committee’s Guidelines on the application of the Best Practice for GPW Listed Companies 2021 (version 2 of 29 July 2021), having established the appropriate diversity policies and fulfilled the requirement of minimum participation of the minority group of at least 30% on the authority whose term of office started in 2022, GPW complies with Principle 2.2. This conclusion is based on the following interpretation of the Corporate Governance Committee: Principle 2.2 requiring Management Board and Supervisory Board diversity requires the relevant company bodies to adopt an action plan in the diversity policy and to implement it consistently. Given that it is not the intention of the authors of the Best Practice for GPW Listed Companies 2021 that the implementation of Principle 2.2 should entail the necessity of interrupting the term of office of the current bodies of the company during their term of office, the minimum participation should be achieved as soon as possible, i.e., after the end of the term of office of the current bodies. This enables the company to smoothly meet the diversity targets set out in the policy referred to in Principle 2.1. The implementation of the principle obliging those who make decisions on the election of members of the company’s Management Board or Supervisory Board to ensure the diversity of these bodies means that these persons should be guided by this principle, and thus in practice by the adopted policy, at each election of the body made after the effective date of the Best Practice for GPW Listed Companies 2021.”
  Given the wording of this Principle, it should be assumed that the time set for its full implementation must not extend beyond the date of the election of the members of each body of the next term of office, and that any changes to the bodies of the ongoing term of office should also be made taking into account the diversity policy. (Guidelines..., version of 29 July 2021, 2.2. - Q3, pp. 27-28)

In summary, as at the date of publication of this Report, GPW complies with all the corporate governance principles contained in the Best Practice for GPW Listed Companies 2021.

A statement on the company's compliance with the corporate governance principles contained in Best Practice for GPW Listed Companies 2021

Full text in the download section, on the right side of the page "Report on GPW’s compliance with the corporate governance recommendations and principles contained in the Best Practice for GPW Listed Companies".

EBI Current Report No. 1/2021
Report on an incidental breach of the Best Practice

EBI Current Report No. 1/2019
Report on an incidental breach of the Best Practice

EBI Current Report No. 2/2019
Report on an incidental breach of the Best Practice

The procedure for appointment of the audit firm by Giełda Papierów Wartościowych w Warszawie S.A. is defined in its internal document: Audit Firm Selection Policy and Procedures, drafted in accordance with:

• Regulation 537/2014 on specific requirements regarding statutory audit of public-interest entities, and
• Act of 11 May 2017 on Auditors, Audit Firms, and Public Supervision.

The document defines the maximum period in which an audit firm or a member of its network may provide audits of financial statements. The period is 10 years. After the end of the period, the audit firm or a member of its network may not be selected to audit financial statements of GPW for a period of another 4 years.

The selection of an audit firm is a responsibility of the Exchange Supervisory Board. The selection of an auditor is opened with a resolution of the Exchange Supervisory Board concerning the selection of an auditor. Next, audit firms are invited to submit offers. The Exchange Supervisory Board selects the offer of an audit firm following a procedure which ensures independent and equitable selection of the best offer according to a number of criteria (including experience and position of the audit firm, knowledge of the financial market, audit services provided to public companies, price of the service). The Audit Committee is responsible for presenting a recommendation of an audit firm to audit financial statements to the Exchange Supervisory Board. As the body responsible for the selection of the auditor, the Exchange Supervisory Board passes a resolution appointing the auditor. The Exchange Management Board signs the contract with the audit firm.

Diversity and openness are values ​​that are an integral part of the GPW business activities. GPW treats diversity as one of the attributes of organizational culture that enables the achievement of strategic goals in a changing market environment. By pursuing a diversity strategy, the Exchange strengthens innovation and versatility resulting from balanced views that shape the organisation. 

On January 21, 2021, the GPW Management Board adopted a diversity policy with regard to employees. The purpose of the policy is to define the principles that should be followed in the recruitment of employees. Human relations policies are implemented in all processes, particularly in recruitment, performance evaluation, promotion and professional development. They include the elements of diversity such as gender, education, age and professional experience. The implemented policies perceive diversity and equal opportunities as an opportunity to gain significant competitive advantages. That enables GPW to capture and retain talented employees and utilize their full professional potential.

GPW Supervisory Board has adopted diversity policy for the members of the GPW Management Board. In addition, on June 23, 2022, the General Meeting of GPW S.A. adopted a resolution on the approval of the Diversity Policy for Members of Bodies appointed by the General Meeting of the Warsaw Stock Exchange. The policy applies to the appointment of members of the GPW Supervisory Board and the President of the GPW Management Board.

The purpose of the above-mentioned policies is to ensure high-quality performance of the function of the the Exchange by selecting competent persons to serve as Members of the Exchange Management Board and Members of the Supervisory Board respectively, first of all applying objective substantive criteria and taking into account the benefits of diversity.

Warsaw, 23 March 2023

Exchange Supervisory Board’s Statement of GPW’s Compliance with the Principles of Corporate Governance for Supervised Institutions in 2022.

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

The Warsaw Stock Exchange complied with the Principles of Corporate Governance for Supervised Institutions in 2022 with the exception of:

• 3 principles where the decision was made not to comply (§ 10.2, § 12.1, § 28.4 - Resolution of the Ordinary General Meeting of 25 June 2015 adopting the Rules of Corporate Governance).
• 7 principles which do not apply 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 manages no assets for clients.

Warsaw, 16 March 2022

Exchange Supervisory Board’s Statement of GPW’s Compliance with the Principles of Corporate Governance for Supervised Institutions in 2021.

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

The Warsaw Stock Exchange complied with the Principles of Corporate Governance for Supervised Institutions in 2021 with the exception of:

• 3 principles where the decision was made not to comply (§ 10.2, § 12.1, § 28.4 - Resolution of the Ordinary General Meeting of 25 June 2015 adopting the Rules of Corporate Governance).
• 7 principles which do not apply 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 manages no assets for clients.

Warsaw, 10 March 2021

Exchange Supervisory Board’s Statement of GPW’s Compliance with the Principles
of Corporate Governance for Supervised Institutions in 2020.

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

The Warsaw Stock Exchange complied with the Principles of Corporate Governance for Supervised Institutions in 2020 with the exception of:

• 3 principles where the decision was made not to comply (§ 10.2, § 12.1, § 28.4 - Resolution of the Ordinary General Meeting of 25 June 2015 adopting the Rules of Corporate Governance).
• 7 principles which do not apply 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 manages no assets for clients.

Warsaw, 27 April 2020

Exchange Supervisory Board’s Statement of GPW’s Compliance with the Principles
of Corporate Governance for Supervised Institutions in 2019.

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

The Warsaw Stock Exchange complied with the Principles of Corporate Governance for Supervised Institutions in 2019 with the exception of:

• 7 principles which do not apply 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 manages no assets for clients.
• 2 principles which do not apply to GPW’s organisational chart (§ 49.4 and § 52.2). GPW’s structure includes an Internal Audit Department and a Compliance & Risk Department headed by the Chief Compliance Officer.
• 3 principles where the decision was made not to comply (§ 10.2, § 12.1, § 28.4) Resolution of the Ordinary General Meeting of 25 June 2015 adopting the Rules of Corporate Governance.

Warsaw, 25 February 2019

Exchange Supervisory Board’s Statement of GPW’s Compliance with the Principles of
Corporate Governance for Supervised Institutions in 2018.

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

The Warsaw Stock Exchange complied with the Principles of Corporate Governance for Supervised Institutions in 2017 with the exception of:

• 7 principles which do not apply 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 manages no assets for clients.
• 2 principles which do not apply to GPW’s organisational chart (§ 49.4 and § 52.2). GPW’s structure includes an Internal Audit Department and a Compliance & Risk Department headed by the Chief Compliance Officer.
• 3 principles where the decision was made not to comply (§ 10.2, § 12.1, § 28.4) Resolution of the Ordinary General Meeting of 25 June 2015 adopting the Rules of Corporate Governance.

Warsaw, 19 February 2018

Exchange Supervisory Board’s Statement of GPW’s Compliance with the Principles of
Corporate Governance for Supervised Institutions in 2017.

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

The Warsaw Stock Exchange complied with the Principles of Corporate Governance for Supervised Institutions in 2017 with the exception of:

• 7 principles which do not apply 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 manages no assets for clients.
• 2 principles which do not apply to GPW’s organisational chart (§ 49.4 and § 52.2). GPW’s structure includes an Internal Audit Department and a Compliance & Risk Department headed by the Chief Compliance Officer.
• 3 principles where the decision was made not to comply (§ 10.2, § 12.1, § 28.4) Resolution of the Ordinary General Meeting of 25 June 2015 adopting the Rules of Corporate Governance.

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

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.
 

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.
    

One of the responsibilities of our employees is to uphold the reputation of the GPW. Employees at every level should avoid situations where a conflict of interest may arise.

GPW has established transparent rules to manage, identify, monitor and manage conflicts of interest where they arise to ensure that GPW operates in a sound, transparent and professional manner in accordance with the standards of fair trading and corporate governance.

The rules for managing conflicts of interest at GPW define:

• the concept of conflict of interest,
• rules of conduct with respect to GPW clients,
• rules of conduct with respect to GPW Group companies,
• rules of conduct with respect to employees,
• rules of conduct with respect to Exchange Management Board Members,
• rules of conduct with respect to Exchange Supervisory Board Members,
• rules of prevention of conflicts of interest,
• procedures for keeping records of events concerning potential or actual conflicts of interest.

The Compliance and Risk Department is the organisational unit designated by the GPW Management Board to provide support to employees in identifying circumstances or situations which constitute a conflict of interest and in interpreting the provisions of the rules.

Group companies have established and apply internal regulations on the prevention of conflicts of interest.

The organisational culture in the companies of the GPW Group is based on values including principles of ethics in activities and relations, both internal and with all stakeholders, as the foundation of the working environment. 

The Code of Ethics applicable in the companies of the GPW Group defines a set of values and principles to be followed by every employee of the GPW Group.

The GPW Code of Ethics defines the role of ethical values applicable in all aspects of GPW’s activity, describes the established principles of conduct, disseminates and promotes the culture of compliance with applicable laws, decision-making based on ethical criteria and respect for the rights of suppliers, customers, employees and competitors.

The Code of Ethics defines:

• relations with employees,
• relationships with clients,
• relations with business partners,
• relations with competitors,
• ethical action in communication, promotion and advertising,
• principles of ethical conduct for GPW employees.

The Code of Ethics also includes GPW’s declaration to support and respect the protection of human rights included in the Convention for the Protection of Human Rights and Fundamental Freedoms (“European Convention on Human Rights”) and to ensure that GPW’s activities do not make it an accomplice to human rights violations.

The Code of Ethics establishes, among others, the function of GPW Ethics Officer held by the Compliance Officer, Head of the Compliance and Risk Department, whose role is to uphold the principles of the Code of Ethics and to assist in resolving ethical issues. The Compliance Officer also has an advisory role in ethics-related matters, in particular by providing guidance and advice on ethical issues, promoting GPW’s ethical standards and assisting in designing and promoting information and awareness campaigns on GPW’s ethical standards.