Best practices

Best practice

In accordance with the Regulations of the Warsaw Stock Exchange S.A. ("WSE") companies listed on the WSE main market should follow the corporate governance rules set out in the "Code of Best Practice for WSE Listed Companies". "Good Practices of WSE Listed Companies" is a set of recommendations and rules of conduct referring in particular to the bodies of listed companies and their shareholders. The WSE Rules and the resolutions of the WSE Management Board and Supervisory Board determine the manner in which listed companies provide information on the application of corporate governance principles and the scope of information provided. If a given rule is not applied by a listed company on a permanent basis or has been infringed incidentally, a listed company is obliged to provide information about this fact in the form of a current report. In addition, a listed company is required to attach to the annual report a report containing information on the scope of its application of the "Code of Best Practice for WSE Listed Companies" in a given financial year.

Wirtualna Polska Holding S.A. ("Company") strives to ensure the highest possible transparency of its activities, due quality of communication with investors and protection of shareholders' rights, also on issues not regulated by law. Therefore, the Company has taken or will take the necessary actions to fully comply with the rules contained in the "Best Practices of WSE Listed Companies".

At present, the Company, being a company listed on the WSE, applies the corporate governance principles regarding public companies listed on the WSE. From the moment of admission of the Company's shares and the rights to the Company's shares to trading on the main market of the WSE, the Management Board applies all corporate governance principles in accordance with the "Code of Best Practice for WSE Listed Companies" subject to the following:

 
  • I.Z.1.20. - as regards the obligation to publish on the corporate website the record of the general meeting, in the form of audio or video - the company does not publish audio and video recordings of the General Meeting. The General Meetings of the Company are organized in a transparent and efficient manner allowing shareholders to participate and exercise all rights related to the Company's shares held. The announcement about the General Meeting together with draft resolutions and all documentation as well as adopted resolutions are published on the Company's website.
  • II.Z.2. to the extent to which members of the company's management board on management boards or supervisory boards of companies outside the company's group require the consent of the supervisory board - the members of the company's management board on the management boards or supervisory boards of companies from outside the company's group do not require the consent of the supervisory board. These persons have agreements concluded with the Company containing non-competition clauses and obligations to devote sufficient time to perform duties related to their functions.
  • IV.R.2. - to the extent that the Company is obliged to organize the general meeting using electronic means of communication - in accordance with the Statute, participation in the General Meeting using electronic means of communication will be provided by the Company, if the announcement of convening the General Meeting will contain information about the possibility of participation by shareholders at the General Meeting by means of electronic communication. In addition to the possibility described above, the Company believes that there is no justification for the necessity to provide facilities in the form of ensuring the transmission of the General Meeting in real time and the possibility of two-way communication in real time, under which shareholders can speak during the general meeting, staying in place other than the place of the general meeting. The Company also did not expect such expectations or demand from the shareholders.
  • IV.Z.2. - to the extent to which, if it is justified due to the company's shareholder structure, the company provides a universally available broadcast of the general meeting in real time - the company does not provide generally available transmission of the General Meeting. The General Meetings of the Company are organized in a transparent and efficient manner allowing shareholders to participate and exercise all rights related to the Company's shares held. The announcement about the General Meeting together with draft resolutions and all documentation as well as adopted resolutions are published on the Company's website.
  • VI.R.1. - to the extent that the remuneration of members of the company's governing bodies and key managers should result from the adopted remuneration policy - the Company does not have a remuneration policy and rules for its determination with respect to members of the Supervisory Board and the Management Board. The company is considering the possibility of creating such policies and rules in the future. The remuneration of the members of the Company's Management Board is determined based on the scope of tasks entrusted to them and the responsibility related to the performed function, as well as
  • VI.Z.2. - to the extent to which, in order to link the remuneration of management board members and key managers to the company's long-term business and financial goals, the period between the incentive scheme options or other instruments associated with the company's shares and the possibility of their implementation should be at least 2 years - in the Company An incentive program was introduced giving key managers the opportunity to acquire Company shares. Its principles are based on the issue of subscription warrants entitling to subscribe for the Company's shares. In accordance with the program rules and concluded option agreements between the purchase of warrants and the possibility of their implementation, a two-year gap is not provided. The company believes that the design of the program ensures a sufficient link between the remuneration of key managers and long-term business and financial goals of the company due to the fact that the vesting of rights to warrants and shares is extended over time (acquisition of rights takes place quarterly for around 5 -6 years) and the condition of participation in the program is to stay in cooperation with the Company.

The WSE Rules and resolutions of the WSE Management Board and Board determine the manner in which listed companies provide information on the application of corporate governance principles and the scope of information provided. If a given rule is not applied by a listed company on a permanent basis or has been infringed incidentally, a listed company is obliged to provide information about this fact in the form of a current report. In addition, a listed company is required to attach to the annual report a report containing information on the scope of its application of the Code of Best Practice for WSE Listed Companies in a given financial year.

If the implementation of corporate governance rules will require changes to the Company's corporate documentation (including the Regulations of the Management Board and Supervisory Board Regulations) or the adoption of additional corporate documents, the Management Board will initiate necessary actions in this direction. However, it should be emphasized that the decision regarding compliance with some of the rules set out in the Good Practices will belong to the Company's shareholders and to the Supervisory Board.

 

Timetable

WIRTUALNA POLSKA HOLDING S.A.

ul. Jutrzenki 137 A
02-231 Warszawa
tel.: +48 22 57 67 900
fax: +48 22 57 67 901

REGON: 016366823
NIP: 5213111513