Statement regarding the compliance with corporate governance by Getin Holding S.A


 

General rules

 

I. Objective of the Company

The primary objective of the activity of the Company’s authorities is to execute the interests of the Company understood as the increase of the value of the assets entrusted by the shareholders, considering the rights and interests of the entities other than the shareholders, involved in the operation of the Company, specifically including the Company’s creditors and its employees.

 

II. The rule of majority and protection of minority

The joint stock company is a capital enterprise. Thus the Company has to recognise the principle of the rule of capital majority and therefore the dominance of the majority over the minority. The shareholder, who contributed the higher capital, also incurs a higher business risk. Therefore it is justified that his interests should be considered proportionally to the contributed capital. The minority should have due protection of its rights ensured within the scope defined by the law and good practice. The majority shareholder should consider the interests of the minority in the course of the execution of his rights.

 

III. Fair intentions and not abusing rights

The area of exercising the rights and using legal institutions should be based on fair intentions (good faith) and should not go beyond the objective and business justification of the creation of such institutions. Activities, which go beyond such defined frameworks are abusing the law, and should not be undertaken. The minority should be protected against abusing the ownership rights by the majority and the interests of the majority should be protected against abusing the rights by the minority, potentially ensuring the most extensive protection of the just interests of the shareholders and other participants of the turnover.

 

IV. Court authority

Company authorities and individuals chairing the General Meeting of Shareholders may not resolve issues, which should be the subject of the court verdicts. This shall not apply to actions, to which the Company authorities and the individuals chairing the General Meeting of Shareholders are entitled to or obliged to do by law.

 

V. The independence of the opinions ordered by the Company

In respect to the selection of the entity that is supposed to provide expert services, including specifically the services of certified auditor, financial and tax consulting services and legal services, the Company should consider, whether there are any circumstances limiting the independence of such entity in the execution of the commissioned tasks.

 

 

Costs of the Managers' Options Program

The costs, which will be incurred by the company in relation to introduction of the incentive program based in shares or similar documents, are expected to be PLN 211,390.

 

Information regarding the rule of changing a company authorised to audit financial statements

In the scope of the rule of changing a company authorised to audit financial statements the Company applies Art.  89 of the Act dated 7 May 2009 (uniform text J. L. 2015, item 1011) that provides that the key auditor may not pursue audit  activities  in  the  same  public  interest  entity  for  a  period  exceeding 5 years. A  key  statutory  auditor  may  perform  audit  activities  in  an  entity once  again  after the lapse of at least 2 years.

 

Information regarding a diversity policy

The Company has not developed a diversity policy, however it pursues to ensure that the Company’s governing bodies and key managers should differ as regards their gender, education, age, and professional experience. Furthermore, the Company's Management Board creates the workplace where all employees are treated equally as regards the conclusion, termination and terms of their employment relationship, promotion, and access to professional skills development training, specifically irrespective of their gender, age, disability, race, religion, nationality, political views, membership in trade unions, ethnicity, denomination, sexual orientation, or irrespective whether such employment is for specific or indefinite time, part-time or full-time. The Management Board views the diversity of the Company's governing bodies, key managers and other employee as the Company’s competitive edge since it makes most of the diversified potential of employees.

 

A statement on the company's compliance with the corporate governance recommendations and principles contained in Best Practice for GPW Listed Companies 2016

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