Adherence to principles is one of the fundamental values of the staff and a guideline in everyday relations with the interested parties: shareholders, investors, employees and users of the products and services of the holding company and its subsidiaries.
The Company operates in compliance with applicable legislation (Companies Act, Financial Operations of Companies Act and Securities Market Act) and secondary legislation, strictly abiding by collective agreements governing labour relations and protecting the interests of investors by adhering to the Management Code for Publicly Traded Companies.
Its clear-cut and transparent management style is evidently reflected in the following:
- clearly defined responsibilities of the General Meeting of Shareholders, Supervisory Board and Management Board,
- adopted Business Ethics Code,
- created calendar of planned publications of major business events,
- clearly defined relations between the Workers’ Council and the Management Board,
- direct communication between employees and management at all times, and
- inclusion of the Corporate Governance Report into the Annual Report.
General Meeting of Shareholders
The General Meeting of Shareholders consists of all shareholders. It is convened once a year, usually at the end of May.
The shareholders exercise their rights at the General Meeting personally or by proxy. Participation and voting rights at the General Meeting are defined on the basis of the balance of shares in the Share Register three days prior to the meeting.
Upon a proposal of the Management Board and the Supervisory Board, the General Meeting of Shareholders adopts decisions on the use of the balance sheet profit, including the amount of dividend and the method and date of payment, on granting the Management Board and Supervisory Board discharge from liability for the previous business year, on appointing the auditing house for the current year and any other matters falling within their terms of reference in compliance with the law and the Articles of Association.
Supervisory Board
The Supervisory Board consists of six members, four elected by shareholders at the General Meeting and two by the Workers’ Council. The Supervisory Board meets when the need arises, but at least once quarterly. The methods and procedures for discharging duties within its terms of reference with regard to the Management Board and the General Meeting of Shareholders, as well as the mutual obligations and responsibilities in managing the Company are laid down in the Rules of Procedure of the Supervisory Board.
The Supervisory Board approves the Company’s strategic and annual plans and based on regular quarterly reports by the Management Board, supervises their implementation. In line with its statutory mandate, it reviews and approves the Company’s annual and consolidated annual reports submitted by the Management Board. Members of the Supervisory Board, representing shareholders’ interests, are elected for a period of four years and may be re-elected. The Chairman is always elected from among the representatives of shareholders’ interests and in the event of a tied vote, the Chairman casts the decisive vote. The representatives of the Workers’ Council may be appointed for a period shorter than four years.
Management Board
The Management Board manages and represents the Company and is composed of one member – the General Manager – without any restrictions or prescribed approvals by the Supervisory Board. The General Manager is appointed by the Supervisory Board for a five-year period and may be re-appointed after expiry of his or her term of office. Under the Articles of Association, during his or her absence, the General Manager is replaced by the Deputy General Manager who is also appointed by the Supervisory Board for the term of office of the General Manager.
Workers’ Council
Employees’ participation in management is governed by the law and the Management Code for Publicly Traded Companies. The Workers’ Council adopts its Rules of Procedure, stipulating in detail the methods and procedures for co-operation with the Company’s Management Board. The Workers’ Council appoints two representatives to the Company’s Supervisory Board.
Informing the shareholders and the public
The Company informs its shareholders and employees, as well as the public and other interested parties via publications in the daily press, the Company's website (internet and intranet) and through announcements on notice boards. Prescribed messages and information concerning shares are also sent to shareholders by post.
Data protection
To safeguard shareholders’ interests and the Company’s shares, close attention is focused on the protection of business secrets and competitive advantage, especially protection of internal and price-sensitive information. To this aim, the Company has adopted the Rules on Protection of Business Secret and Competitive Advantage.