The rules for corporate governance introduced in the form of a document ‘Best Practices of Warsaw Stock Exchange Companies’
PKO Bank Polski SA applies the rules for corporate governance introduced in the form of a document ‘Best Practices of Warsaw Stock Exchange Companies’ approved by the Supervisory Board of the Warsaw Stock Exchange SA on 4 July 2007 (the Resolution No. 12/1170/2007 with subsequent amendments).
The above mentioned document on corporate governance rules is publicly available at the website: www.corp-gov.gpw.pl, which is the official site of Warsaw Stock Exchange SA in the topic of corporate governance of companies listed on Warsaw Stock Exchange SA.
In 2014, PKO Bank Polski SA took necessary actions with an aim to fully obey the rules included in the document ‘Best Practices of Warsaw Stock Exchange Companies’.
On 24 May 2013 the Management Board of PKO Bank Polski SA informed of its decision not to apply the rule included in Chapter IV.10 of the Code of Best Practice for WSE listed companies, in accordance with which the Bank should ensure to its shareholders the option of participating in the General Shareholders’ Meeting using means of electronic communication.
The decision not to abide by that rule in accordance with which the Bank should, i.a. ensure bilateral real time communication to its shareholders in order for them to communicate during the General Shareholders’ Meeting from a place other than the location of the Meeting was taken due to legal, organisational and technical risks which could threaten the proper conduct of the General Shareholders’ Meeting if such a communication option was given to all shareholders.
In the Bank’s opinion, the rules currently binding at the Bank ensure that all shareholders may effectively exercise all rights vested in them and secure the interests of all shareholders.
The Bank does not eliminate the possibility of using this rule in the future, based on market standards developed by public companies.
Corporate governance principles for supervised institutions, issued by the Polish Financial Supervision Authority
On 9 December 2014, the Bank’s Management Board adopted for use the Corporate Governance Principles for supervised institutions (adopted by the Polish Financial Supervision Authority at the meeting on 22 July 2014) concerning the responsibilities and obligations of the Management Board, i.e. conducting the Bank’s affairs and representing it, in compliance with the generally binding laws and the Bank’s Memorandum of Association, with the provision that paragraph 8, clause 4 of the Principles, insofar as it relates to allowing the shareholders the possibility to participate in the meetings of the decision-making authority electronically, will not be applied unless the General Shareholders’ Meeting makes appropriate amendments to the Bank’s Memorandum of Association authorising the Management Board to organise the General Shareholders’ Meeting using electronic means of communication. Chapter 9 of the Principles, concerning the managing of assets at the client’s risk, will not be applied due to the fact that the Bank does not conduct such activities.
On 17 December 2014, the Bank’s Supervisory Board adopted for use the Corporate Governance Principles for supervised institutions concerning the responsibilities and obligations of the Supervisory Board, i.e. supervising the conducting of the Bank’s affairs in compliance with the generally binding laws and the Bank’s Memorandum of Association.
The text of the Principles can be found on the website of the Polish Financial Supervision Authority at the following address:
https://www.knf.gov.pl/en/Images/principles_of_corporate_governance_tcm81-39736.pdf