The PGNiG Group takes care to comply with corporate governance standards. We are honest and fair to our shareholders, treat them all on equal terms and make every effort to establish and maintain the best possible relations between our investors and governing bodies.
The General Meeting is PGNiG’s supreme governing body, through which shareholders exercise their corporate rights, including examination and approval of the Directors’ Report, and adoption of decisions on the amount, form and payment date of dividends. The General Meeting grants its vote of approval to members of the other governing bodies of PGNiG, appoints members of the Supervisory Board and makes decisions concerning the Company’s assets.
The Supervisory Board exercises continuous supervision over all areas of the Company’s activities, in accordance with the Rules of Procedure for the Supervisory Board. It is composed of five to nine members (including one independent member) appointed by the General Meeting of PGNiG for a joint three-year term. The State Treasury is entitled to appoint and remove one member of the Supervisory Board, as long as it remains a shareholder of PGNiG. On a Supervisory Board composed of up to six members, two of them are elected by PGNiG employees. Where the Supervisory Board comprises seven to nine members, there are three members elected in this way.
The Management Board is an executive body managing the affairs of PGNiG and representing it in all matters in and out of court. The Management Board is composed of between two to seven members, with the number defined by the Supervisory Board. Members of the Management Board are appointed for a joint three-year term. Powers of the Management Board include all matters connected with the management of the affairs of PGNiG, where such matters are not explicitly reserved for other governing bodies by applicable laws or provisions of the Articles of Association. The Management Board operates in accordance with applicable laws and regulations, in particular the Commercial Companies Code, as well as the provisions of the Company’s Articles of Association and the Rules of Procedure for the Management Board.
The Audit Committee has operated as a standing body of the Supervisory Board since November 27th 2008. It is composed of at least three members of the Supervisory Board, including at least one member independent from PGNiG or any entity significantly affiliated with PGNiG and appointed by the General Meeting pursuant to PGNiG’s Articles of Association. Such a person must be competent in accounting and finance matters. Members of the Audit Committee are appointed by the Supervisory Board.
The Management Board of PGNiG is strongly committed to compliance with corporate governance standards. Since the IPO in 2005, the Company has followed the guidelines set forth in the “Code of Best Practice for WSE Listed Companies”. On January 1st 2016, the “Code of Best Practice for WSE Listed Companies 2016“ (WSE Supervisory Board’s Resolution No. 26/1413/2015 of October 13th 2015) became effective and will apply for periods beginning on or after January 1st 2016. The Code of Best Practice 2016 was developed by experts representing various groups of capital market participants, who are members of the WSE Corporate Governance Consultative Committee. All changes in the Code of Best Practice 2016 were introduced so as to ensure the continuity of coverage of matters addressed in the previous versions of the Code. Also, to ensure clarity of the document and to emphasise the most important matters, a new thematic division was introduced. Further, a new classification of the document, compliant with the European Commission’s recommendation, was adopted.
In accordance with the Articles of Association, as long as the State Treasury holds Company shares, the State Treasury, represented by the minister concerned with matters pertaining to the State Treasury, acting in consultation with the minister competent for economic affairs, has the right to appoint and remove one member of the Supervisory Board.
Additionally, pursuant to the Articles of Association, the State Treasury (as a shareholder) approves in writing: (i) any amendments to material provisions of existing trade agreements for import of natural gas to Poland and the execution of such agreements, and (ii) the implementation of any strategic investment projects by the Company or its involvement in investment projects which, permanently or temporarily, impair the economic efficiency of the Company’s business activities, but which are necessary to ensure Poland’s energy security.
Irrespective of the State Treasury’s ownership interest in the Company, the State Treasury has the right to demand that the General Meeting be convened and that particular matters be placed on the agenda.
On December 31st 2012, the amendments to the PGNiG Articles of Association introduced under a resolution of the Company’s Extraordinary General Meeting of December 6th 2012 were entered in the Business Register. Under the amended Articles of Association, the voting rights of Company shareholders are limited so that at the General Meeting no shareholder can exercise more than 10% of the total vote at the Company as at the date of the General Meeting, with the proviso that such restriction of voting rights is deemed non-existent for the purpose of determining the obligations of buyers of large holdings of shares.
The voting rights restrictions do not apply to shareholders who were holders of shares conferring more than 10% of total voting rights at the Company on the date of the General Meeting’s resolution imposing the restrictions, and to shareholders acting together with shareholders holding shares conferring more than 10% of total voting rights under agreements on voting in concert.
For the purpose of the voting rights restriction, votes of shareholders bound by a parentsubsidiary relationship are aggregated and if the aggregated number of votes exceeds 10% of total voting rights at the Company, it is subject to reduction.
Pursuant to the Commercial Companies Code and the Company’s Articles of Association, amendments to the Articles of Association are introduced by virtue of resolutions passed by the General Meeting with the required majority of votes, whereupon they must be entered in the Business Register. Any amendment to the Articles of Association must be submitted by the Management Board to the Registry Court within three months from the date on which the General Meeting passed the resolution introducing the amendment. The consolidated text of the Articles of Association is drawn up by the Management Board and then approved by the Supervisory Board.
Pursuant to the Articles of Association, individual members of the Management Board or the entire Management Board are appointed and removed by the Supervisory Board. A member of the Management Board is appointed following a recruitment and selection procedure carried out pursuant to the Regulation of the Polish Council of Ministers of March 18th 2003 concerning recruitment procedures for members of management boards of certain commerciallaw companies (Dz.U. No. 55, item 476, as amended). This procedure does not apply to Management Board members elected by employees.
As long as the State Treasury holds Company shares and the Company’s annual average headcount exceeds 500, the Supervisory Board appoints to the Management Board one person elected by the employees, to serve for the Management Board’s term of office. A person is considered to be a Management Board candidate elected by the employees if, during the election, 50% of valid votes plus one were cast in favour of that person, with the reservation that the election results are binding on the Supervisory Board if at least 50% of the Company’s employees participated in the election.
Management Board members are appointed for a joint term of three years. A member of the Management Board may resign from his or her position by delivering a notice to that effect to the Supervisory Board, with a copy to the State Treasury (represented by the minister competent for matters pertaining to the State Treasury). To be valid, the resignation must be submitted in written form, or otherwise will be ineffective towards the Company.
The Management Board member elected by the employees may also be removed upon a written request submitted by at least 15% of the Company’s employees. The Supervisory Board orders the voting and its results are binding on the Supervisory Board if at least 50% of the Issuer’s employees participate in the ballot, and if the percentage of votes cast in favour of the removal is not lower than the majority required for the election of a member of the Management Board by the employees.
A shareholder or shareholders representing at least five percent of the share capital may request that certain matters be placed on the agenda of the General Meeting. Any such request should be sent to the Company in the Polish language, in writing, or in electronic form to the following email address: wz@pgnig.pl. The request should contain grounds or a draft resolution concerning the proposed agenda item and should be submitted to the Company’s Management Board not later than 21 days before the scheduled date of the General Meeting. The shareholder or shareholders should prove that they are entitled to exercise this right by submitting relevant documents in writing.
Any shareholder or shareholders representing at least five percent of the Company’s share capital may, before the date of the General Meeting, submit to the Company draft resolutions concerning items which have been or are to be placed on the General Meeting’s agenda, in a written or electronic form to the email address: wz@pgnig.pl. Any such draft resolutions should be in the Polish language, in the form of a Word file. The shareholders should prove eligibility to exercise this right by submitting relevant documents in writing.
During the Company’s General Meeting, each shareholder may submit draft resolutions for the items on the agenda. Such draft resolutions should be in the Polish language.
Shareholders may participate in the General Meeting in person or by proxy. Pursuant to Art. 4121.2 of the Commercial Companies Code, powers of proxy for participation in a General Meeting of a public company and exercise of voting rights must be granted in writing. Powers of proxy should be granted in writing or in electronic form, and should be in the Polish language. They may be sent to the Company prior to the General Meeting in electronic form as a PDF file (scanned document) to the email address: wz@pgnig.pl. While at the General Meeting, all shareholders and proxies should carry valid identity documents.
Given that the Company does not provide for the possibility of participating in the General Meeting by electronic means (including taking the floor at the General Meeting using means of electronic communication) or exercising voting rights by postal ballot or by electronic means, no proxy ballot forms will be published.
Representatives of legal persons should have on them the original or a copy (certified by a notary public) of an excerpt from the relevant register (issued within the last three months), and if their right to represent the legal person does not follow from the relevant register entry – they should have on them written powers of proxy (the original or a copy certified by a notary public) along with the original or a copy (certified by a notary public) of the excerpt from the relevant register which must be valid as at the date of granting the powers of proxy.
The General Meeting may be attended only by persons who are Company shareholders on the record date, i.e. 16 days prior to the General Meeting.
Persons entitled to participate in the General Meeting may obtain the full text of documents to be submitted to the General Meeting, along with draft resolutions and comments of the Management and Supervisory Boards, from the Company’s registered office. Such persons may obtain copies of the Directors’ Report on the Company’s operations and of the Company’s financial statements, as well as a copy of the Supervisory Board’s report and the auditor’s opinion, no later than 15 days prior to the General Meeting, while copies of recommendations and proposals concerning other items of the agenda begin to be distributed a week before the General Meeting.
In accordance with Art. 407.1 of the Commercial Companies Code, the list of shareholders entitled to participate in the General Meeting is available for inspection at the Company’s registered office in Warsaw, ul. Marcina Kasprzaka 25, for three weekdays prior to the date of the General Meeting. Information concerning the General Meeting is available on the Company’s website at: www.pgnig.pl in the ‘General Meeting – Information for shareholders’ section.
