Compliance is to be understood as conformity with:
The separation of a compliance function is typical for developed organisations conducting their business in a complex legal environment. The practice of its separation originated in financial institutions, where the existence of dedicated compliance units is a regulatory requirement. For more information on the compliance function development, refer to a document prepared under the direction of the Polish Financial Supervision Authority.
As far as compliance is concerned, it is necessary to remember of the risk of non-compliance, i.e. the risk of infringement of compliance standards and its negative consequences. Violation of applicable laws may have adverse effects on many areas:
The formal basis for introduction of the compliance function at the Company is its compliance programme.
From among the various available solutions, the Company has adopted the one assuming that:
The compliance programme provides for certain regular obligations, such as periodic reporting on compliance standards, non-compliance risks (with their assessment as to materiality and probability of occurrence), and risk response (risk management method and cost of response).
Moreover, the programme imposes certain constant obligations, which consist mainly in monitoring of changes in compliance standards and reporting of material risks to the Compliance Officer.
Every employee can report suspected misconduct or abuse through the ‘compliance line’ established under the programme. When submitting such report, it is important to remember about the protection of confidential data; for more information, refer to ‘Contacting the Compliance Officer’. An employee submitting such report will not face any disciplinary action.
The Company has in place an antitrust and regulatory procedure, which every employee is obliged to follow.
A violation of antitrust law may result in serious consequences for the Company, and in some cases may involve liability on the part of persons managing the Company (particularly in the case of entering into cartel agreements or other antitrust agreements, failure to perform the antitrust authority’s decisions, or absence of an obligatory notice of intended concentration, i.e. merger or acquisition).
Regulation on Energy Market Integrity and Transparency (REMIT) entered into force on December 28th 2011. The regulation is binding in its entirety and directly applicable in all Member States, i.e. it does not require implementation into a Member State’s legislation, and applies not only to Member States, but to all entities concerned.
REMIT provides for an obligation of public disclosure of inside information. Additional requirements coming into force upon adoption by the European Commission of the so-called implementing acts include an obligation to register as a market participant in a register maintained by the national regulatory authority, an obligation to disclose information on transactions and orders to trade (transaction reporting), as well as disclosure of fundamental data.
As a share issuer listed on the stock exchange, PGNiG is obliged to comply with the disclosure obligations under Polish laws: the Commercial Companies Code, the Public Offering Act, the Act on Trading in Financial Instruments, the Accountancy Act and the Regulation on current and periodic information, as well as EU laws: the Market Abuse Regulation and the Transparency Directive.
The Company and the PGNiG Group have adopted a procedure for complying with the disclosure obligations of a public company, which every employee is required to follow.
The compliance programme has established a compliance line − a special channel for communication with the Compliance Officer. Suspected abuse or misconduct can be reported by every Company employee, partner and external stakeholder.
