Corporate governance - Investor relations - Atende

Corporate governance

Report on the scope of use of Good Practices

Report No 1/2016

Pursuant to clause 29(3) of the Rules of Giełda Papierów Wartościowych S.A. (Warsaw Stock Exchange), Atende S.A. submits a report on non-observance of specific rules contained in the “Code of Good Practices for WSE Listed Companies 2016”

  • Information policy and investor communication

I.Z.1.10. financial projections — if the company has decided to publish them — published at least over the last 5 years, along with information about the extent of their implementation.
Does not apply.
The company does not publish financial projections.

I.Z.1.15. information containing a description of the company’s diversity policy in relation to the management of the company and its key managers; the description should take into account such elements of the policy of diversity as gender, course of education, age, work experience, and indicate the objectives of the diversity policy applied and the manner of its implementation during the reporting period; if the company has not developed and does not implement a diversity policy, it shall publish on its website an explanation for such a decision.
The company does not follow this rule.
The company has not developed and does not use a diversity policy. In the opinion of the Issuer, the main criteria for selection of members of the Management Board and other key posts are their skills, professional attitude and competencies for a given position.

  • The Management Board and Supervisory Board

II.Z.2. For the members of the management board of the Company to be a member of management boards or supervisory boards of companies outside the Company’s capital group requires the consent of the supervisory board.
The Company does not follow this rule.
Internal documents of the Company do not require management board members to obtain the consent of the supervisory board to the extent specified in the rule.

II.Z.6. The supervisory board assesses whether there are relationships or circumstances which may affect the fulfilment of the independence criteria by the member. Evaluation of meeting the independence criteria for members of the supervisory board is presented by the board in accordance with rule II.Z.10.2.
The Company’s comment on the method of application of the above rule.
The assessment will be presented to the Ordinary General Meeting for 2015 for the first time. 

II.Z.8. The Chairman of the Audit Committee meets the independence criteria indicated in rule II.Z.4.
Does not apply.
There is no audit committee within the Supervisory Board of the Company.

II.Z.10.3. evaluation the fulfilment of disclosure obligations regarding the application of the principles of corporate governance set out in the Stock Exchange Rules and regulations on current and periodic information published by issuers of securities.
The Company’s comment on the method of application of the above rule.
The assessment will be presented to the Ordinary General Meeting for 2015 for the first time. 

II.Z.10.4. assessment of the rationality of the Company’s policy, as referred to in the recommendation I.R.2, or information about the absence of such a policy.
The Company’s comment on the method of application of the above rule.
The assessment will be presented to the Ordinary General Meeting for 2015 for the first time. 

  • Systems and internal functions

III.Z.1. The Company’s management board is responsible for the implementation and maintenance of effective internal control systems, risk management, compliance and internal audit functions.
The Company’s comment on the method of application of the above rule.
There is no organisationally isolated function of internal audit in the Company. The tasks of internal audit are distributed among individual organisational units. 

III.Z.4. At least once a year, the person responsible for internal audit (in the case of appointment of such a function in the Company) and the management board submit to the supervisory board their own assessment of the effectiveness of the functioning of the systems and functions referred to in principle III.Z.1, together with the corresponding report.
The Company’s comment on the method of application of the above rule.
The Company’s management board plans to introduce the obligation to create reports in 2016.

III.Z.5. The supervisory board monitors the effectiveness of the systems and functions referred to in principle III.Z.1, based inter alia on periodic reports submitted directly by the persons responsible for these functions, and the Company’s management board, as well as performs an annual assessment of the effectiveness of these systems and functions in accordance with principle II.Z.10.1. If the audit committee operates within the company, it monitors the effectiveness of the systems and functions referred to in principle III.Z.1, however, this does not exempt the supervisory board from making an annual assessment of the effectiveness of these systems and functions.
The Company’s comment on the method of application of the above rule.
The Company plans to introduce the assessment of these areas in 2016.

III.Z.6. In the event that the Company has not formed an organisationally separate internal audit function, the audit committee (or the supervisory board, if it acts as the audit committee) annually assesses whether there is a need to make such a separation.
The Company’s comment on the method of application of the above rule.
The Company plans to introduce the assessment of these areas in 2016.

  • Conflict of interest and transactions with related entities

V.Z.6. In its internal regulations, the Company determines the criteria and circumstances that can result in a conflict of interest in the Company, as well as the rules of conduct in the face of a conflict of interest or the possibility of its occurrence. Internal regulations of the Company also include the methods for prevention, identification and resolving of conflicts of interest, as well as rules for excluding a member of the management or supervisory board from processing a case of conflict of interest or at risk of conflict of interest.
The Company does not follow this rule.
The Company currently does not have internal regulations defining the criteria and circumstances that can result in a conflict of interest in the Company, as well as the rules of conduct in the face of conflict of interest or the possibility of occurrence of such conflict. The Company will review the business practice in this area and consider the possibility of future implementation of relevant internal regulations.

  • Payroll

VI.Z.2. To match the remuneration of management board members and key managers with long-term business and financial objectives of the Company, the period between the awarding of options under an incentive programme or other instruments linked to shares of the Company and the possibility of their realisation should be as a minimum 2 years.
Does not apply.
Options or other instruments linked to shares of the Company are not used in the Company’s incentive programs.

VI.Z.4. The Company’s report on operations presents a report on the remuneration policy, including at least:
1) general information on the system of remuneration adopted in the Company;
2) information on the conditions and amounts of remuneration of each of the board members, broken down into fixed and variable components of remuneration, indicating the key parameters determining the variable remuneration components and principles of severance payments and other payments due to termination of employment, mandate or other legal relationship of similar a nature — separately for the Company and each entity within the capital group,
3) information on non-monetary remuneration components available to individual members of the board and key managers;
4) an indication of significant changes which occurred in the remuneration policy in the past year, or information about their absence;
5) assessment of the functioning of the remuneration policy for the implementation of its objectives, in particular for long-term growth in shareholder value and stability of the Company.
The Company does not follow this rule.
The Company does not create a report on the remuneration policy because of the risk of use of the data contained therein by the competition.