Corporate governance refers to the overall management and supervision of our business, including its organisation, as well as to the values, principles and business guidelines, and to all the internal and external regulations and monitoring of mechanisms in place at the Group.
Effective and transparent corporate governance guarantees that Cyfrowy Polsat is managed and controlled in a responsible manner, focused on value creation. It fosters confidence among our Polish and foreign investors, financial markets, customers and business partners, as well as Group employees.
In Poland, the principles of corporate governance have been compiled in the Code of Best Practice for WSE Listed Companies. Its objective is to enhance the transparency of listed companies, improve the quality of their communication with investors and strengthen the protection of shareholder rights, also in areas which are not regulated by law. The Code of Best Practice relates to areas in which its application may have a positive effect on the market valuation of companies and, consequently, reduce costs of raising capital. More information on corporate governance can be found on the dedicated web page at www.corp-gov.gpw.pl.
Each year, we publish a statement of compliance with corporate governance rules in a given year together with the annual report. Moreover, should we fail to comply with any of the principles of the Code of Best Practice, we release a current report concerning such non-compliance. The statement of compliance with the Code of Best Practice in 2012 was published on March 12th 2013 together with the annual report, and can be found in the Corporate governance section of our website at www.cyfrowypolsat.pl/inwestor.
MANNER OF OPERATION AND KEY POWERS OF THE GOVERNING BODIES OF CYFROWY POLSAT
General Meeting
The General Meeting (GM) is the Company’s supreme governing body, empowered to make decisions on the most important matters related to the Company’s existence and operation. The powers and responsibilities and the manner of operation of the General Meeting are defined in the Polish Commercial Companies Code, the Company’s Articles of Association and the Rules of Procedure for the General Meeting. The powers and responsibilities of the General Meeting include: review and approval of the Directors’ Report on the Company’s Operations, Report of the Supervisory Board and financial statements for the previous financial year, decisions on profit distribution or coverage of loss, appointment and removal from office of Members of the Supervisory Board and determining their remuneration, amendments to the Company’s Articles of Association and change of the Company’s business profile, increase or reduction of the Company’s share capital, merger, transformation, dissolution or liquidation of the Company, issue of bonds/notes, as well as other matters stipulated in the Polish Commercial Companies Code.
The General Meeting may be held as an annual or extraordinary meeting. The Annual General Meeting is held within six months of the end of each financial year, while the Extraordinary General Shareholders Meeting is convened in circumstances specified in the Company’s Articles of Association and whenever the authorised persons deem it advisable.
Supervisory Board
The Supervisory Board exercises ongoing supervision over all aspects of the Company’s operations. The exclusive powers of the Supervisory Board of Cyfrowy Polsat S.A. include appointment and removal from office of the Management Board Members and determination of their remuneration, appointment of the auditor and approval of the terms and conditions of material related-party transactions. The Supervisory Board of the Company meets at least once a quarter.
The Supervisory Board of Cyfrowy Polsat S.A. may consist of five to nine members (currently it has five members). The manner of operation of the Supervisory Board is regulated in detail in the Company’s Articles of Association and the Rules of Procedure for the Supervisory Board. Pursuant to the Company’s Articles of Association, two Supervisory Board Members may meet the independence criteria as defined in the corporate governance rules set out in the Code of Best Practice for WSE Listed Companies. Currently, two Supervisory Board Members meet the criteria. The following committees operate within the Supervisory Board: Audit Committee and Remuneration Committee.
Composition of the Audit Committee:
- Heronim Ruta;
- Robert Gwiazdowski, Independent Supervisory Board Member;
- Leszek Reksa, Independent Supervisory Board Member.
Composition of the Remuneration Committee:
- Zygmunt Solorz-Żak;
- Heronim Ruta.
Management Board
As the executive body of the Cyfrowy Polsat Group, the Management Board of the Company is obliged to serve the interests of the entire Group, seeking to achieve sustainable growth of the Group value. The Management Board operates in accordance with applicable laws and regulations, including in particular the Polish Commercial Companies Code, as well as the Company’s Articles of Association and Rules of Procedure for the Management Board and other internal Company regulations.
The Management Board manages the Company’s affairs collectively, while its members personally manage individual areas of the Company’s operations. Meetings of the Management Board are held as frequently as needed to ensure proper operation of the Company.
The remuneration of Management Board Members comprises a fixed component and an annual cash incentive bonus, which is awarded by the Supervisory Board. Members of the Management Board of Cyfrowy Polsat also receive remuneration for performing management functions at other Group companies.
Currently, one member of the Management Board of Cyfrowy Polsat holds shares in the Company.
