Corporate governance refers to the overall management and supervision of our business, including its organisation, and also the values, principles and business guidelines and all internal and external regulations and monitoring of business mechanisms in place at the Group.
Effective and transparent corporate governance guarantees that Cyfrowy Polsat is managed and controlled in a responsible and value creation-oriented manner. This fosters confidence amongst our investors in Poland and abroad, in financial markets, with customers, trading partners, and also with Group employees.
In Poland, the principles of corporate governance are summarised in a document entitled ‘Code of Best Practice for WSE Listed Companies’. It aims for greater transparency of listed companies, improvement of the quality of their communication with investors, and better protection of shareholders’ rights, including in the areas not regulated by law. The ‘Code of Best Practice’ relates to those areas in which its application may have a positive effect on the market valuation of companies and, consequently, may reduce costs of raising capital. More information on the ‘Code of Best Practice’ can be found at www.corp-gov.gpw.pl.
Each year, we publish a statement of compliance with corporate governance rules in a given year together with our 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 2013 was published on February 27th 2014 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
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, as well as 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, Report of the Supervisory Board, and the 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, increases to or reductions of the Company’s share capital, the merger, transformation, dissolution or liquidation of the Company, the issue of bonds, and 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 Meeting is convened in circumstances specified in the Company’s Articles of Association and whenever the authorised persons deem it necessary.
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 the appointment and removal from office of Management Board members and determination of their remuneration, appointment of the auditor and approval of the terms of major related-party transactions. The Company’s Supervisory Board meets at least once every 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 these criteria. Audit and Remuneration Committees operate within the Supervisory Board.
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
As the executive body of the Cyfrowy Polsat Group, the Company’s Management Board is obliged to serve the interests of the entire Group, seeking to achieve sustainable growth of the Group’s 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 it is necessary to ensure proper operation of the Company.
The remuneration of Management Board members comprises a fixed element 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 Cyfrowy Polsat Management Board holds shares in the Company.