Annual report 2018
FFIL ŚNIEŻKA SA applies recommendations and principles of corporate governance specified in “Best Practice for GPW Listed Companies 2016” document. The document is publicly available on the following website: www.corp-gov.pl.
From the date of entry into force Best Practice for GPW Listed Companies 2016, the Management Board of FFiL Śnieżka SA strives to ensure that the principles and recommendations referred to in this document are applied to the Company to the widest possible extent.
At the same time, the Management Board declares that in 2018 the Company withdrew from applying or applied partially the following principles/ recommendations:
The Company operates a corporate website and publish on it, in a legible form and in a separate section, in addition to information required under the legislation
a chart showing the division of duties and responsibilities among members of the management board drawn up according to principle II.Z.1;
financial projections, if the company has decided to publish them, published at least in the last 5 years, including information about the degree of their implementation;
Not applicable. The Company does not publish any financial projections.
information about the company’s diversity policy applicable to the company’s governing bodies and key managers; the description should cover the following elements of the diversity policy: gender, education, age, professional experience, and specify the goals of the diversity policy and its implementation in the reporting period; where the company has not drafted and implemented a diversity policy, it should publish the explanation of its decision on its website;
The Company does not apply the above mentioned principle. The Management Board of FFiL Śnieżka SA hereby reports that the Company has not developed and does not apply any diversity policy to the company’s governing bodies and key managers but the Group’s diversity policy applies to all employees within the Group. The main criterion for appointments to key positions in the Company is competence and the fulfilment of requirements for the position in question. Characteristics such as gender or age do not affect the evaluation of candidates.
information about the planned transmission of a general meeting, not later than 7 days before the date of the general meeting;
The Company does not apply this principle due to the waiver of rule IV.Z.2.
an audio or video recording of a general meeting,
The Company does not apply the above mentioned principle. In the Company’s opinion, the high costs involved in arranging Shareholder Meetings with the use of electronic means of communication are incommensurate with the potential benefits such communication may entail. Due to the Management Board’s waiver of the rule providing for participation of shareholders in Shareholder Meetings by means of electronic communication, no audio or video recordings of Shareholder Meetings will be posted on the Company’s website.
The internal division of responsibilities for individual areas of the company’s activity among management board members should be clear and transparent, and a chart describing that division should be available on the company’s website.
The Company does not apply the above mentioned principle. The Management Board of FFiL Śnieżka SA hereby reports that the Company does not comply with rule II.Z.1 providing for the internal division of responsibilities among management board members. Due to the nature and size of the Company’s business, and pursuant to the Management Board Bylaws, the entire Management Board is jointly and severally liable for all areas of the Company’s business and the fulfilment of obligations arising from the provisions of the commercial law and the articles of association.
The independence rules defined in generally accepted international standards of the professional internal audit practice apply to the person heading the internal audit function and other persons responsible for such tasks.
The Company does not apply the above mentioned principle. The Company does not have any separate internal audit unit and does not have any separate position for a person managing such a unit.
Co najmniej raz w roku osoba odpowiedzialna za audyt wewnętrzny (w przypadku wyodrębnienia w spółce takiej funkcji) i zarząd przedstawiają radzie nadzorczej własną ocenę skuteczności funkcjonowania systemów i funkcji, o których mowa w zasadzie III.Z.1, wraz z odpowiednim sprawozdaniem.
Spółka nie stosuje powyższej zasady ze względu na brak wyodrębnienia obecnie w Spółce takiej funkcji. Funkcje audytu wewnętrznego realizuje Zarząd, przedstawiając Radzie Nadzorczej i Komitetowi Audytu ocenę skuteczności funkcjonowania systemów i funkcji w tym obszarze – bez sporządzania dodatkowych sprawozdań.
If justified by the structure of shareholders or expectations of shareholders notified to the company, and if the company is in a position to provide the technical infrastructure necessary for a general meeting to proceed efficiently using electronic communication means, the company should enable its shareholders to participate in a general meeting using such means, in particular through:
exercise of the right to vote during a general meeting either in person or through a plenipotentiary.
The Company does not apply this principle due to shareholder structure and the high costs involved in arranging Shareholder Meetings with the use of electronic means of communication are incommensurate with the potential benefits such communication may entail.
Where securities issued by a company are traded in different countries (or in different markets) and in different legal systems, the company should strive to ensure that corporate events related to the acquisition of rights by shareholders take place on the same dates in all the countries where such securities are traded.
Not applicable.
The Company’s securities are only traded at WSE.
If justified by the structure of shareholders, companies should ensure publicly available real-time broadcasts of general meetings.
The Company does not apply the above mentioned principle. In the Company’s opinion due to shareholder structure and the high costs involved in arranging Shareholder Meetings with the use of electronic means of communication are incommensurate with the potential benefits such communication may entail.
Before the company concludes a significant agreement with a shareholder who holds at least 5% of the total vote in the company or with a related party, the management board should request the supervisory board’s approval of the transaction. Before giving its approval, the supervisory board should evaluate the impact of the transaction on the interest of the company. The foregoing does not apply to typical transactions and transactions at arm’s-length made as part of the company’s operations between the company and members of its group. If the decision concerning the company’s significant agreement 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.
The Company does not apply this principle, however, the Articles of Association, Regulations of the Supervisory Board and Regulations of the Management Board contain provisions that oblige the Company's bodies to act in accordance with the interests of the Company, its shareholders and other stakeholders.
In its internal regulations, the company should define the criteria and circumstances under which a conflict of interest may arise in the company, as well as the rules of conduct where a conflict of interest has arisen or may arise. The company’s internal regulations should among others provide for ways to prevent, identify and resolve conflicts of interest, as well as rules of excluding members of the management board or the supervisory board from participation in reviewing matters subject to a conflict of interest which has arisen or may arise.
The Company does not apply the above mentioned principle. The Company does not have in place any formalized internal regulations satisfying this regulation.
If the supervisory board has a remuneration committee, principle II.Z.7 applies to its operations.
The Company has not appointed any remuneration committee.
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 financial standing of the company and long- term shareholder value creation as well as the company’s stability.
Not applicable.
The Company does not have any incentive schemes.
To tie the remuneration of members of the management board and key managers to the company’s long-term business and financial goals, the period between the allocation of options or other instruments linked to the company’s shares under the incentive scheme and their exercisability should be no less than two years.
Not applicable.
The Company has not adopted any incentive schemes based on options or other instruments linked to the Company’s shares.
In this activity report, the company should report on the remuneration policy including at least the following:
The Company does not apply the above mentioned principle.
No remuneration policy has been developed in the Company. However, the Company, performing the information obligations set out in the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and conditions for recognizing information required by the law of a non-member state as equivalent, publishes information on remuneration of management board members in the annual report and members of the supervisory board.
FFIL ŚNIEŻKA SA’s comment
Not applicable.
In accordance with the adopted Regulations of the Management Board, the whole Management Board is jointly and severally liable for all areas of the Company's operations and performance of obligations resulting from the provisions of commercial law and the articles of association.