RB 1/2021 (EBI): Information on the application of 2021 principles of best practices


This report is a free translation of the Polish original. The binding Polish original (attached as an appendix) should be referred to in matters of interpretation.

RB: 1/2021 (EBI)
Date: 30 July 2021
Information on the application of 2021 principles of best practices

DISCLOSURE POLICY, INVESTOR COMMUNICATIONS
Goal: In the interest of all market participants and their own interest, listed companies ensure quality investor communications and pursue a transparent and fair disclosure policy.

1.1. Companies maintain efficient communications with capital market participants and provide fair information about matters that concern them. For that purpose, companies use diverse tools and forms of communication, including in particular the corporate website where they publish all information relevant for investors.

The principle is applied.

1.2. Companies make available their financial results compiled in periodic reports as soon as possible after the end of each reporting period; should that not be feasible for substantial reasons, companies publish at least preliminary financial estimates as soon as possible.

The principle is applied.

1.3. Companies integrate ESG factors in their business strategy, including in particular:

1.3.1. environmental factors, including measures and risks relating to climate change and sustainable development;

1.3.2. social and employee factors, including among others actions taken and planned to ensure equal treatment of women and men, decent working conditions, respect for employees’ rights, dialogue with local communities, customer relations.
The principle is not applied.

The principle is not applied in full scope.

In 2018 Benefit Systems, as the first public company in Poland as well as in CEE, received Benefit Corporation Certification (the “B Corp”). The group of B Corp companies includes organisations that have incorporated the principles of corporate social responsibility into their business model, engage in solving the most important social problems, and the basis for their operation is a partnership and ethical model of cooperation with all their stakeholders.

Benefit Systems Group reports non-financial aspects of its operations as well as related objectives and responsible business practices on an annual basis within the time frame specified for annual financial statements. The Non-financial Report of Benefit Systems Group for 2020 contains a description of the entity’s business model as well as a description of individual operational segments of the Benefit Systems Group. It presents the Group’s results connected with environmental, social responsibility and governance issues. The structure of the Report is based on five main areas of an organisation’s evaluation within B Corp Certification (corporate governance, employment policy, impact on local communities, customer relations and environmental protection) as well as Global Reporting Initiative international standard according to the latest version of the GRI Standards at the CORE application level. According to the principle of materiality defined in the GRI Standards recommendations, the Report refers to those aspects that reflect the organisation’s significant economic, environmental, and social impact or significantly affect stakeholders’ opinions and decisions. In addition, the content of the Report refers to the needs and expectations of our Stakeholders as well as the perspective of our Employees and management staff.

As such, the Company in its business strategy covers ESG area but in the scope narrower than described in principle 1.3  

1.4. To ensure quality communications with stakeholders, as a part of the business strategy, companies publish on their website information concerning the framework of the strategy, measurable goals, including in particular long-term goals, planned activities and their status, defined by measures, both financial and non-financial. ESG information concerning the strategy should among others:

1.4.1. explain how the decision-making processes of the company and its group members integrate climate change, including the resulting risks;

1.4.2. present the equal pay index for employees, defined as the percentage difference between the average monthly pay (including bonuses, awards and other benefits) of women and men in the last year, and present information about actions taken to eliminate any pay gaps, including a presentation of related risks and the time horizon of the equality target.

The principle is not applied.

The Company has in place formal business strategy also covering ESG that is consequently and effectively applied by the Company. Currently, due to a significant impact on the business of COVID-19 pandemic both in 2020 and 2021 as well as further potential uncertainty related to that, the Company is comprehensively revising its business strategy.

The Company communicates general assumptions of its business strategy to its stakeholders (also on its internet page and financial and non-financial reports) in scope sufficient to understand main strategic goals and directions of planned activities and taking into account competitive environment.

1.5. Companies disclose at least on an annual basis the amounts expensed by the company and its group in support of culture, sports, charities, the media, social organisations, trade unions, etc. If the company or its group pay such expenses in the reporting year, the disclosure presents a list of such expenses.

The principle is applied.

1.6. Companies participating in the WIG20, mWIG40 or sWIG80 index hold on a quarterly basis and other companies hold at least on an annual basis a meeting with investors to which they invite in particular shareholders, analysts, industry experts and the media. At such meetings, the management board of the company presents and comments on the strategy and its implementation, the financial results of the company and its group, and the key events impacting the business of the company and its group, their results and outlook. At such meetings, the management board of the company publicly provides answers and explanations to questions raised.

The principle is applied.

1.7. If an investor requests any information about a company, the company replies immediately and in any case no later than within 14 days.

The principle is applied.

2. MANAGEMENT BOARD, SUPERVISORY BOARD

2.1. Companies should have in place a diversity policy applicable to the management board and the supervisory board, approved by the supervisory board and the general meeting, respectively. The diversity policy defines diversity goals and criteria, among others including gender, education, expertise, age, professional experience, and specifies the target dates and the monitoring systems for such goals. With regard to gender diversity of corporate bodies, the participation of the minority group in each body should be at least 30%.

The principle is not applied.

The Company is currently working on a diversity policy applicable to the management board and the supervisory board, which will define diversity goals and criteria, among others including gender, education, expertise, age, professional experience, and will specify the target dates and the monitoring systems for such goals.

The approval of the Diversity Policy by the Supervisory Board and General Meeting is planned not later than 30.06.2022.  

As of 30.07.2021 in relation to the gender diversity of Management Board, the goal is met. The participation of gender minority (women) in Management Board equals to 33%, comparing to the expected minimum of 30%. In relation to the Supervisory Board the goal is not met. The diversity policy will specify target dates for gender participation goal to be met

2.2. Decisions to elect members of the management board or the supervisory board of companies should ensure that the composition of those bodies is diverse by appointing persons ensuring diversity, among others in order to achieve the target minimum participation of the minority group of at least 30% according to the goals of the established diversity policy referred to in principle 2.1.

The principle is not applied.

The Company is currently working on a diversity policy applicable to the management board and the supervisory board, which will define diversity goals and criteria, among others including gender, education, expertise, age, professional experience, and will specify the target dates and the monitoring systems for such goals.

The approval of the Diversity Policy by the Supervisory Board and General Meeting is planned not later than 30.06.2022.  

As of 30.07.2021 in relation to the gender diversity of Management Board, the goal is met. The participation of gender minority (women) in Management Board equals to 33%, comparing to the expected minimum of 30%. In relation to the Supervisory Board the goal is not met. The diversity policy will specify target dates for gender participation goal to be met.

2.3. At least two members of the supervisory board meet the criteria of being independent referred to in the Act of 11 May 2017 on Auditors, Audit Firms and Public Supervision, and have no actual and material relations with any shareholder who holds at least 5% of the total vote in the company.

The principle is applied.

2.4. The supervisory board and the management board vote in an open ballot unless otherwise required by law.

The principle is applied.

2.5. Members of the supervisory board and members of the management board who vote against a resolution may have their dissenting vote recorded in the minutes.

The principle is applied.

2.6. Functions on the management board of a company are the main area of the professional activity of management board members. Management board members should not engage in additional professional activities if the time devoted to such activities prevents their proper performance in the company.

The principle is applied.

2.7. A company’s management board members may sit on corporate bodies of companies other than members of its group subject to the approval of the supervisory board.

The principle is applied.

2.8. Supervisory board members should be able to devote the time necessary to perform their duties.

The principle is applied.

2.9. The chair of the supervisory board should not combine this function with that of chair of the audit committee of the supervisory board.

The principle is applied.

2.10. Companies allocate administrative and financial resources necessary to ensure efficient functioning of the supervisory board in a manner adequate to their size and financial standing.

The principle is applied.

2.11. In addition to its responsibilities laid down in the legislation, the supervisory board prepares and presents an annual report to the annual general meeting once per year. Such report includes at least the following: 2.11.1. information about the members of the supervisory board and its committees, including indication of those supervisory board members who fulfil the criteria of being independent referred to in the Act of 11 May 2017 on Auditors, Audit Firms and Public Supervision and those supervisory board members who have no actual and material relations with any shareholder who holds at least 5% of the total vote in the company, and information about the members of the supervisory board in the context of diversity;

2.11.2. summary of the activity of the supervisory board and its committees;

2.11.3. assessment of the company’s standing on a consolidated basis, including assessment of the internal control, risk management and compliance systems and the internal audit function, and information about measures taken by the supervisory board to perform such assessment; such assessment should cover all significant controls, in particular reporting and operational controls;

2.11.4. assessment of the company’s compliance with the corporate governance principles and the manner of compliance with the disclosure obligations concerning compliance with the corporate governance principles defined in the Exchange Rules and the regulations on current and periodic reports published by issuers of securities, and information about measures taken by the supervisory board to perform such assessment;

2.11.5. assessment of the rationality of expenses referred to in principle 1.5;

2.11.6. information regarding the degree of implementation of the diversity policy applicable to the management board and the supervisory board, including the achievement of goals referred to in principle 2.1.

The principle is applied.

3. INTERNAL SYSTEMS AND FUNCTIONS

3.1. Listed companies maintain efficient internal control, risk management and compliance systems and an efficient internal audit function adequate to the size of the company and the type and scale of its activity; the management board is responsible for their functioning.

The principle is applied.

3.2. Companies’ organisation includes units responsible for the tasks of individual systems and functions unless it is not reasonable due to the size of the company or the type of its activity.

The principle is applied.

3.3. Companies participating in the WIG20, mWIG40 or sWIG80 index appoint an internal auditor to head the internal audit function in compliance with generally accepted international standards for the professional practice of internal auditing. In other companies which do not appoint an internal auditor who meets such requirements, the audit committee (or the supervisory board if it performs the functions of the audit committee) assesses on an annual basis whether such person should be appointed.

The principle is applied.

3.4. The remuneration of persons responsible for risk and compliance management and of the head of internal audit should depend on the performance of delegated tasks rather than short-term results of the company.

The principle is applied.

3.5. Persons responsible for risk and compliance management report directly to the president or other member of the management board.

The principle is applied.

3.6. The head of internal audit reports organisationally to the president of the management board and functionally to the chair of the audit committee or the chair of the supervisory board if the supervisory board performs the functions of the audit committee.

The principle is applied.

3.7. Principles 3.4 to 3.6 apply also to members of the company’s group which are material to its activity if they appoint persons to perform such tasks.

The principle is not applied.

In the case of subsidiaries that are significant to the Group, some elements of internal control system in the business processes have been implemented. In the case when compliance function is established in a subsidiary, person responsible for this area is reporting directly to the Management Board in line with the principles of DPSN 2021. The Company plans to implement a more formalised risk management process in significant subsidiaries for the Group. Internal audit function is centralised and covers also subsidiaries.

3.8. The person responsible for internal audit or the management board if such function is not performed separately in the company reports to the supervisory board at least once per year with their assessment of the efficiency of the systems and functions referred to in principle 3.1 and tables a relevant report.

The principle is applied.

3.9. The supervisory board monitors the efficiency of the systems and functions referred to in principle 3.1 among others on the basis of reports provided periodically by the persons responsible for the functions and the company’s management board, and makes annual assessment of the efficiency of such systems and functions according to principle 2.11.3. Where the company has an audit committee, the audit committee monitors the efficiency of the systems and functions referred to in principle 3.1, which however does not release the supervisory board from the annual assessment of the efficiency of such systems and functions.

The principle is applied.

3.10. Companies participating in the WIG20, mWIG40 or sWIG80 index have the internal audit function reviewed at least once every five years by an independent auditor appointed with the participation of the audit committee.

The principle is applied.

4. GENERAL MEETING, SHAREHOLDER RELATIONS

4.1. Companies should enable their shareholders to participate in a general meeting by means of electronic communication (e-meeting) if justified by the expectations of shareholders notified to the company, provided that the company is in a position to provide the technical infrastructure necessary for such general meeting to proceed.

The principle is not applied.

Given the relative concentration of the ownership structure of the Company, a significant share of Polish entities therein, and given the fact that no Shareholder has notified the Company of any expectations that the general meeting sessions should be held using means of remote communications, the Company neither broadcasts the general meeting sessions in the real time nor provides for a two-way communication with the shareholders.

The Management Board of the Company enables Shareholders or their proxies to exercise the right to vote in the course of the general meeting in person or through a proxy, however, without an option to use means of electronic communication to this end. Shareholders regularly avail themselves of the option of exercising the voting right through a proxy in a general meeting.

In the opinion of the Management Board of the Company, the existing principles of holding and participating in the general meetings guarantee that the Shareholders may exercise the rights from shares and protect their interests.

The Management Board of the Company publishes resolutions adopted by the General Meeting in the form of current reports which are available at the Company’s website and provides access to the minutes of the general meetings at the registered seat of the Company. In the opinion of the Management Board, that form of documenting the course of the general meeting sessions ensures their transparency.

4.2. Companies set the place and date and the form of a general meeting so as to enable the participation of the highest possible number of shareholders. For that purpose, companies strive to ensure that the cancellation of a general meeting, change of its date or break in its proceedings take place only if justified and do not prevent or limit the exercising of the shareholders’ rights to participate in the general meeting.

The principle is applied.

4.3. Companies provide a public real-life broadcast of the general meeting.

The principle is not applied.

Due to the existing shareholder structure and the lack of notification by the shareholders of relevant expectations, the Company does not transmit the General Meeting in real time. According to the Company's knowledge, the existing way of the organization of the General Meeting meets shareholders’ expectations. The Company provides information on the adopted resolutions in the form of current reports and publishes it on its website.

4.4. Presence of representatives of the media is allowed at general meetings.

The principle is applied.

4.5. If the management board becomes aware a general meeting being convened pursuant to Article 399 § 2 – 4 of the Commercial Companies Code, the management board immediately takes steps which it is required to take in order to organise and conduct the general meeting. The foregoing applies also where a general meeting is convened under authority granted by the registration court according to Article 400 § 3 of the Commercial Companies Code.

The principle is applied.

4.6. To help shareholders participating in a general meeting to vote on resolutions with adequate understanding, draft resolutions of the general meeting concerning matters and decisions other than points of order should contain a justification, unless it follows from documentation tabled to the general meeting. If a matter is put on the agenda of the general meeting at the request of a shareholder or shareholders, the management board requests presentation of the justification of the proposed resolution, unless previously presented by such shareholder or shareholders.

The principle is applied.

4.7. The supervisory board issues opinions on draft resolutions put by the management board on the agenda of the general meeting.

The principle is applied.

4.8. Draft resolutions of the general meeting on matters put on the agenda of the general meeting should be tabled by shareholders no later than three days before the general meeting.

The principle is applied.

4.9. If the general meeting is to appoint members of the supervisory board or members of the supervisory board for a new term of office:

4.9.1. candidates for members of the supervisory board should be nominated with a notice necessary for shareholders present at the general meeting to make an informed decision and in any case no later than three days before the general meeting; the names of candidates and all related documents should be immediately published on the company’s website;

4.9.2. candidates for members of the supervisory board make a declaration concerning fulfilment of the requirements for members of the audit committee referred to in the Act of 11 May 2017 on Auditors, Audit Firms and Public Supervision and having actual and material relations with any shareholder who holds at least 5% of the total vote in the company.

The principle is applied.

4.10. Any exercise of the rights of shareholders or the way in which they exercise their rights must not hinder the proper functioning of the governing bodies of the company.

The principle is applied.

4.11. Members of the management board and members of the supervisory board participate in a general meeting, at the location of the meeting or via means of bilateral real-time electronic communication, as necessary to speak on matters discussed by the general meeting and answer questions asked at the general meeting. The management board presents to participants of an annual general meeting the financial results of the company and other relevant information, including non-financial information, contained in the financial statements to be approved by the general meeting. The management board presents key events of the last financial year, compares presented data with previous years, and presents the degree of implementation of the plans for the last year.

The principle is applied.

4.12. Resolutions of the general meeting concerning an issue of shares with subscription rights should specify the issue price or the mechanism of setting the price or authorise the competent body to set the price prior to the subscription right record date within a timeframe necessary for investors to make decisions.

The principle is applied.

4.13. Resolutions concerning a new issue of shares with the exclusion of subscription rights which grant pre-emptive rights for new issue shares to selected shareholders or other entities may pass subject at least to the following three criteria:

a) the company has a rational, economically justified need to urgently raise capital or the share issue is related to rational, economically justified transactions, among others such as a merger with or the take-over of another company, or the shares are to be taken up under an incentive scheme established by the company;

b) the persons granted the pre-emptive right are to be selected according to objective general criteria;

c) the purchase price of the shares is in a rational relation with the current share price of the company or is to be determined in book-building on the market.

The principle is applied.

4.14. Companies should strive to distribute their profits by paying out dividends. Companies may retain all their earnings subject to any of the following criteria:
a) the earnings are minimal and consequently the dividend would be immaterial in relation to the value of the shares;
b) the company reports uncovered losses from previous years and the earnings are used to reduce such losses;
c) the company can demonstrate that investment of the earnings will generate tangible benefits for the shareholders;
d) the company generates insufficient cash flows to pay out dividends;
e) a dividend payment would substantially increase the risk to covenants under the company’s binding credit facilities or terms of bond issue;
f) retention of the company’s earnings follows recommendations of the authority which supervises the company by virtue of its business activity.

The principle is applied.

5. CONFLICT OF INTEREST, RELATED PARTY TRANSACTIONS

5.1. Members of the management board and members of the supervisory board notify the management board or the supervisory board, respectively, of any conflict of interest which has arisen or may arise, and refrain from discussions on the issue which may give rise to such a conflict of interest in their case.

The principle is applied.

5.2. Where a member of the management board or a member of the supervisory board concludes that a decision of the management board or the supervisory board, respectively, is in conflict with the interest of the company, he or she should request that the minutes of the management board or supervisory board meeting show his or her dissenting opinion.

The principle is applied.

5.3. No shareholder should have preference over other shareholders in related party transactions. The foregoing also concerns transactions concluded by the company’s shareholders with members of the company’s group.

The principle is applied.

5.4. Companies may buy back their own shares only in a procedure which respects the rights of all shareholders.

The principle is applied.

5.5. If a transaction concluded by a company with its related party requires the consent of the supervisory board, before giving its consent the supervisory board assesses whether to ask a prior opinion of a third party which can provide valuation of the transaction and review its economic impact.

The principle is applied.

5.6. If a related party transaction requires the consent of the general meeting, the supervisory board issues an opinion on the rationale of such transaction. In that case, the supervisory board assesses whether to ask a prior opinion of a third party referred to in principle 5.5.

The principle is applied.

The principle is not applicable. There are not provisions in the Company’ Article of Association that would require a consent of the general meeting for a related party transaction.

5.7. If a decision concerning the company’s significant transaction with a related party is made by the general meeting, the company should give all shareholders access to information necessary to assess the impact of the transaction on the interest of the company before the decision is made, including an opinion of the supervisory board referred to in principle 5.6.

The principle is applied.

The principle is not applicable. There are not provisions in the Company’ Article of Association that would require a consent of the general meeting for a related party transaction.

6. REMUNERATION

6.1. The remuneration of members of the management board and members of the supervisory board and key managers should be sufficient to attract, retain and motivate persons with skills necessary for proper management and supervision of the company. The level of remuneration should be adequate to the tasks and responsibilities delegated to individuals and their resulting accountability.

The principle is applied.

6.2. Incentive schemes should be constructed in a way necessary among others to tie the level of remuneration of members of the company’s management board and key managers to the actual long-term standing of the company measured by its financial and non-financial results as well as long-term shareholder value creation, sustainable development and the company’s stability.

The principle is applied.

6.3. If companies’ incentive schemes include a stock option programme for managers, the implementation of the stock option programme should depend on the beneficiaries’ achievement, over a period of at least three years, of pre-defined, realistic financial and non-financial targets and sustainable development goals adequate to the company, and the share price or option exercise price for the beneficiaries cannot differ from the value of the shares at the time when such programme was approved.

The principle is not applied.

The principle is not applied in full scope in relation to the minimum period of three years for achievement of targets.

In relation to remuneration of Management Board and Supervisory Board, there is binding Remuneration Policy for Management Board and Supervisory Board approved by the General Meeting on 10 June 2020 (the ‘Remuneration Policy’).The Remuneration Policy’s objective includes ensuring that the interests of the Members of the Management Board and of the Supervisory Board are convergent with the interests of the Company and its shareholders and of other stakeholders. Also, the principles included in the Remuneration Policy support implementation of the Company’s business strategy, its long-term interests, and contributing to the Company’s remaining in a stable condition, its sustained development and a constant growth of its value. The Policy also takes into account the market requirements and the need to attract and retain individuals representing top qualifications and the relevant experience background. On 29 June 2021, the Supervisory Board of the Company presented to the General Meeting of the Company, for the first time, the report on remuneration of the members of the of the Management Board and Supervisory Board for 2020 and 2019 on its compliance with the Remuneration Policy together with the independent auditor report.

Also, pursuant to resolutions of the General Meeting, Benefit Systems S.A. has in place an Incentive Scheme (the “Scheme”) for senior and middle management of the parent and for the Benefit Systems Group subsidiaries with which the parent has entered into relevant agreements. Under the Scheme, eligible employees receive subscription warrants convertible into shares in the parent. The Scheme is open to selected employees, both from among senior management and middle management. On February 3rd 2021, the Supervisory Board resolved to establish an Incentive Scheme for 2021–2025 at the Company. The purpose of the Scheme is to provide an incentive system that would promote employee productivity and loyalty, aimed at achieving strong financial performance and a long-term increase in the parent’s value. In the 2021–2025 edition of the Incentive Scheme, its participants (up to 149 persons) will be able to acquire up to a total of 125,000 subscription warrants (which, upon conversion into shares, will represent 4.1% of the parent's (post-issue) share capital), entitling them to subscribe for a specific number of shares in the parent in five equal tranches.

The vesting of the warrants will depend on the satisfaction of certain loyalty and effectiveness criteria set out in the Incentive Scheme Rules, and the operation of the Scheme in a given year will be subject to the mandatory condition that a specified level of consolidated operating profit adjusted for the accounting cost of the Scheme is achieved for a given financial year.

6.4. As the supervisory board performs its responsibilities on a continuous basis, the remuneration of supervisory board members cannot depend on the number of meetings held. The remuneration of members of committees, in particular the audit committee, should take into account additional workload on the committee.

The principle is applied.

6.5. The level of remuneration of supervisory board members should not depend on the company’s short-term results.

The principle is applied.

DateFull NamePosition/Function
2021-07-30Bartosz JózefiakManagement Board Memeber
2021-07-30Emilia RogalewiczManagement Board Memeber
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