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In 2015, PZU complied with the principles included in the Best Practices of Companies Listed on WSE except from the principles set forth in Section IV.10 and Section I.5, 9 and 12.
With regard to the principle referred to in Section IV pt.10, regarding enabling shareholders’ exercise voting rights personally or by proxy on in General Shareholders’ Meetings using IT tools to allow mutual real-time communication and participation in discussions during the meeting of shareholders who are physically absent at the meeting venue, please note that, in our opinion, there are a number of technical and legal factors that may affect the course of a General Shareholders’ Meeting, and therefore the appropriate application of the above rule. Moreover, in our view, the company’s principles concerning participation in Shareholders’ Meetings applicable in PZU allow for exercising rights from shares and protect interests of all shareholders. The communication regarding non-compliance with the principle included in Section VI pt.10 was submitted by the Issuer on 29 January 2013.
The following issues mentioned in section I of Good practices of companies quoted on WSE defining “Recommendations concerning good practices of companies quoted on WSE” should be emphasized:
- as for the recommendation included in Section I pt.5 concerning the policy of remunerating members of management and supervisory bodies, remunerations of members of the Supervisory Board for participation in the works of the Board are determined by the General Shareholders’ Meeting and those of the Management Board are set based on a resolution of the Supervisory Board;
- policy of remunerating members of the management and supervisory bodies of PZU does not include all elements indicated in the recommendation of the European Commission of 14 December 2004 fostering an appropriate regime for the remuneration of directors of quoted companies (2004/913/EC), supplemented by recommendation of EC of 30 April 2009 (2009/385/EC). Moreover, PZU did not present a declaration presenting remuneration policy on its corporate website. The decision concerning future compliance with the mentioned above rule will be taken by the Supervisory Board and the General Shareholders’ Meeting;
- at the same time, please note that implementing the Ordinance on current and periodic information, the Issuer discloses information regarding remuneration, awards or profits for each member of the managing and supervisory bodies in PZU in the annual report;
- as for the recommendation specified in Section I pt.9 concerning gender parity principle to be followed in the Company’s management and supervisory bodies, PZU has always pursued the policy of appointing competent, creative, experienced and educated people to the Company’s bodies. The composition of the Management and Supervisory Board is determined based on a decision of the Supervisory Board or a General Shareholders’ Meeting, respectively, and other factors, such as gender, are not taken into account;
- with regard to the recommendation referred to in Section IV pt.12, regarding enabling shareholders’ participation in General Shareholders’ Meetings using IT tools to allow mutual real-time communication and participation in discussions during the meeting of shareholders who are physically absent at the meeting venue, please note that, in our opinion, there are a number of technical and legal factors that may affect the course of a General Shareholders’ Meeting, and therefore the appropriate application of the above rule. Moreover, in our view, rules concerning participation in Shareholders’ Meetings applicable in PZU allow for exercising rights from shares and protect interests of all shareholders.
The announcement on non-compliance with these recommendations was not issued in line with the waiver of the obligation to publish issuers’ reports referred to in Article 29.3 of the Regulations of WSE with respect to corporate governance principles set forth in Section I of Good practices of companies quoted on WSE, in accordance with the resolution of the Management Board of WSE dated 11 December 2007 regarding partial waiver of the obligation to publish reports on corporate governance adopted on the WSE Main Market.
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