TAURON’s corporate governance
As a public company we make sure we develop partnership and transparent relationships with our stakeholders based on corporate governance rules. Corporate governance encompasses all activities and regulations aimed at striking balance between the interests of all the company’s stakeholders engaged: its shareholders, management board, supervisory board, staff, customers and suppliers.
In accordance with the disclosure rules in force and in line with the comply-or-explain approach the company reports cases of permanent or incidental breaches of the rules defined in the Best Practices of Companies Listed on the Warsaw Stock Exchange. Reports on corporate governance rules are published in the same way as current regulatory filings and posted on the company’s website.
The high corporate governance standards TAURON Polska Energia espouses earned it a spot in 2013 in the RESPECT Index: an index of socially responsible companies operating on the basis of the best standards concerning information policy, investor relations, social relations and environmental protection.
In 2014 the company observed the corporate governance rules described in the Best Practices of Companies Listed on the Warsaw Stock Exchange (Best Practices). This document also includes corporate governance rules that the company decided to comply with voluntarily. The company’s Management Board adopted the Best Practices.
The Best Practices subject to compulsory and voluntary compliance are published on the Warsaw Stock Exchange’s website (http://www.corp-gov.gpw.pl).
The only rule that the company did not comply with in 2014 is in Section IV clause 10 of the Best Practices on providing shareholders with an opportunity to take part in Shareholder Meetings through electronic communications means:
- broadcasting Shareholder Meetings in real time,
- two-way communication in real time enabling shareholders to take the floor during a Shareholder Meeting while physically being elsewhere.
On January 2, 2013 the company submitted, via the EBI (Electronic Information Base) system, regulatory filing no. 1/2013, containing information on not applying this corporate governance principle as its Articles of Association do not include provisions enabling shareholders to participate in a Shareholder Meeting using electronic communications means in accordance with the provisions of the Code of Commercial Companies.
To comply with this rule the company’s Management Board asked the Ordinary Shareholder Meeting to pass a resolution to amend the company’s Articles of Association enabling shareholders to take part in a Shareholder Meeting using electronic communications means: broadcasting a Shareholder Meeting in real time, two-way communications in real time enabling shareholders to take the floor during a general meeting while physically being present elsewhere, voting in person or through a power of attorney prior to or during a Shareholder Meeting. The company’s Ordinary Shareholder Meeting held on May 16, 2013 did not pass this resolution. Accordingly, the company did not comply with the rule included in Section IV clause 10 of the Best Practices and the recommendation in Section I clause 12 of the Best Practices in 2014.
The company complied with the other rules detailed in Sections II, III and IV of the Best Practices. No corporate governance rules were breached in the period from when the company’s shares were admitted for trading on the stock exchange until December 31, 2014.
Seeking to comply with recommendation I.5 of the Best Practices, the company applies the Policy on remunerating members of supervision and management bodies including the description of the policy rules at TAURON Polska Energia SA (Remuneration Policy), taking into account the European Commission’s recommendations of December 14, 2004 on fostering an appropriate regime for the remuneration of directors of listed companies (2004/913/EC) modified by the European Commission’s recommendation of April 30, 2009 (2009/385/EC). This Policy defines the objectives and rules for remunerating Management Board members and Supervisory Board in compliance with the regulations in force, the applicable resolutions adopted by the Shareholder Meeting and the Supervisory Board. The Remuneration Policy has the following goals:
- ensuring a motivational and coherent regime for the remuneration of The members of the Management Board and the Supervisory Board,
- linking the remuneration rules with monitoring the implementation of adopted strategic plans and the performance of financial plans,
- linking the remuneration of members of the company’s corporate bodies with task performance.
RECOMMENDATION ON THE BALANCED PARTICIPATION OF WOMEN IN THE PERFORMANCE OF MANAGEMENT AND SUPERVISION FUNCTIONS
In accordance with recommendation I.9 of the Best Practices, WSE recommends that public companies and their shareholders ensure balanced participation of women and men in the performance of management and supervision functions. Supervisory Board members are appointed in accordance with the provisions of Articles of Association by the Shareholder Meeting and the State Treasury within the scope of its designated powers and Management Board members are appointed by the Supervisory Board. The company’s rules in force in this respect do not impose restrictions on participation in the company’s bodies or qualification proceedings based on gender. At the same time, acting in compliance with the requirement defined in Section II clause 1 sub-clause 2a) of the Best Practices, in Q4 2014 the company posted information on its corporate website on the participation of women and men in TAURON’s Management Board and Supervisory Board, respectively over the last 2 years.