RB 2/2015:Statement on corporate governance
Firma: CITY SERVICE SESpis treści:
1. RAPORT BIEŻĄCY
2. PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ
| Current report no. 2/2015<br /> dated 16 November 2015<br /> The Management Board of City Service SE (the "Company") informs that the Company does not comply with the following rules of the Best Practices of WSE Listed Companies (however, does not rule out applying thereof in the future): The Company acknowledges the importance of good corporate governance and intends to seek the compliance with the Best Practices of WSE Listed Companies: to the extent possible. Especially, the Company intends to be as transparent as it is legally and practically possible using multilingual Company’s website. However, due to, inter alia, differences between Polish and Estonian corporate law the Company does not comply with the following rules of the Best Practices of WSE Listed Companies: – Rule II.1.9a, according to which the Company should publish on its corporate website a record of the Shareholders’ Meeting in audio or video format. Currently the Company does not comply with this rule. However, it does not rule out applying thereof in the future; – Rule III.6, according to which at least two members of the Supervisory Board should be independent. Currently the Company does not comply with this rule. However, taking into consideration that following the Statutes of the Company the Supervisory Board is comprised of three to five members, depending on circumstances, the Company does not rule out proposing to the General Meeting to elect one or two independent members to the Supervisory Board in the future; – Rule III.8, according to which annex I to the Commission Recommendation of 15 February 2005 on the role of non–executive or supervisory directors of listed companies and on the committees of the (supervisory) council should apply to the tasks and the operation of the committees of the Supervisory Board. As at the date of this Prospectus, the Supervisory Board has not formed any committee, however due to the limited number of the Supervisory Board members the entire Supervisory Board will act as the particular committee and it will aim to apply the rules indicated in the Commission Recommendation mentioned above; – Rule IV 10, according to which the Company should enable its shareholders to participate in a General Meeting using electronic communication means through real-life broadcast of General Meetings and real-time bilateral communication where shareholders may take the floor during a General Meeting from a location other than the General Meeting. The Company does not enable participation in the General Meeting by using electronic communication means through real-life broadcast and real-time bilateral communication. However, the Company does not exclude that such means will be adopted in the future. Furthermore, the Company does not comply with the following recommendations: – Recommendation I.5, according to which the Company should have a remuneration policy and rules of defining the policy. The Company has not adopted such policy, since the Company's Group is developing and the number of employees and members of management do not justify implementation of a complex set of rules; – Recommendation I.9, according to which a balanced proportion of women and men in management and supervisory functions should be ensured. Currently, there are no women in governing bodies of the Company. However, the Company does not exclude that this recommendation will be implemented in the future; – Recommendation I.12, according to which the Company should enable its shareholders to exercise the voting right during a General Meeting either in person or through a proxy, outside the venue of the General Meeting, using electronic communication means. Currently, the Company does not envisage possibility to enable its shareholders to exercise the voting right during a General Meeting outside the venue of the General Meeting, using electronic communication means. However, the Company does not exclude that relevant solutions will be introduced in the future. Legal grounds: § 29.3 of the Warsaw Stock Exchange Rules |
| Data | Imię i Nazwisko | Stanowisko | Podpis | ||
| 2015-11-16 16:55:09 | Vilius Mackonis | Marketing and Communication Director |
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