The Best Practice for the Warsaw Stock Exchange (GPW) Listed Companies 2021 – a new quality of corporate governance

On 1 July 2021, the Best Practice for the Warsaw Stock Exchange (GPW) Listed Companies 2021 (“Best Practice 2021”) came into force – a new edition of corporate governance principles for companies listed on GPW Main Market in Poland.

 

Companies are not obliged to comply with Best Practice 2021 however, it is demanded to disclose compliance in accordance with these rules (comply-or-explain approach). Companies were required to publish their first report about their compliance with the Best Practice 2021 no later than 31 July 2021. The first compliance statements regarding the corporate governance principles defined in the Best Practice 2021 will be published along with 2021 annual report.

 

Key issues of the Best Practice 2021 are as follows:

 

ESG Reporting (environmental, social, governance)

The company is required to consider ESG factors in its business strategy, including in particular environmental factors (measures and risks relating to climate change and sustainable development), social and employee factors (including among others equal treatment of women and men, gender diversity of corporate bodies and equal remuneration).

The company publishes information about its business strategy on its website. Information concerning the ESG area should among others (i) explain how the decision-making process of the company and its group members integrate climate change, including the resulting risks; (ii) present the equal pay for employees, defined as the a percentage difference between the average monthly pay of women and men in the last year and (iii) provide information about actions taken to eliminate any pay gaps (principle 1.4.).

 

Diversity policy

Company should have in place a diversity policy applicable to the management and supervisory board. With regard to gender diversity of corporate bodies, the minority participation in each bodies should be at least 30% (principle 2.1.).

 

Organizing meetings for investors

The company is obliged to organize meetings with investors during which the company’s management presents and comments on the adopted strategy and its implementation, the financial results of the company and its group and key events impacting the business of the company and its group, their results and outlook. At these meetings, the management board publicly provides answers and explanations to the questions raised. Meetings should be held at least once a year (and in the case of companies participating in the WIG20, mWIG40, or sWIG80 index – once a quarter) – principle 1.6.

 

E-meetings

The company should provide shareholders with the opportunity to participate in the general meeting by using electronic communication means (e-meeting), if justified by the shareholders’ expectations notified to the company (principle 4.1.).

The company should also provide a public real-time broadcast of the general meeting (principle 4.3).

 

Preparation for the general meeting

To help shareholders participating in a general meeting to vote on resolutions with adequate understanding, both nominations for supervisory board members and draft resolutions of the general meeting should be submitted no later than 3 days before the date of the meeting (principles 4.8. and 4.9.).

 

Information presented by the management board at the annual general meeting

At the annual general meeting, the management board should present to participants the financial results of the company and other relevant information, key events of the last financial year, compare presented data with previous years, and indicate the degree of implementation of the plans for the last year. In addition, members of the management board and the supervisory board should participate in a general meeting as to necessary to speak on matters discussed at the meeting and to answer questions asked during the meeting (principle 4.11.).

 

Resolutions concerning a new issue of shares with exclusion of pre-emptive rights

Adoption of a resolution concerning a new issue of shares with exclusion of subscription rights which grant pre-emptive rights for new issue shares to selected shareholders or other entities may pass subject at least to the following criteria: (i) the existence of a rational and economically justified need to raise capital urgently, (ii) the issue is related to a rational and economically justified transaction (e.g. as a merger with or take-over another company), or (iii) the new issue shares will be acquired under the established incentive scheme. In addition, the persons granted the pre-emptive right are to be selected according to objective general criteria. The purchase price shall be in a rational relation with the current share price of the company or shall be determined in book-building on the market (principle 4.13.).

 

Methods of profit distribution

Companies should strive to distribute their profits by paying out dividends. Profit may be retained in the company only in exceptional and specified cases, e.g. when the earnings are minimal, the company reports uncovered losses from previous years, the company can demonstrate that investment of the earnings will generate tangible benefits for the shareholders, or the company has not generated enough cash flows to pay out dividends. It is also possible not to pay dividends if this is the recommendation of the supervisory authority (principle 4.14.).

 

The GPW has announced that it will monitor companies’ compliance with the Best Practice 2021 with a special emphasis on the quality of the explanations published according to the comply-or-explain approach. Issuers’ declaration will be reviewed to a greater extent than ever before. Guidelines drafted and updated by the Corporate Governance Committee, GPW’s standing advisory committee, will assist companies with the proper understanding of the rules contained in the Best Practice 2021.

 

The regulation introduces wide-ranging changes, in particular with respect to ESG reporting and diversity policy. These changes, combined with the GPW’s expectations of improving the quality of reports on the application of Best Practice 2021, may bring a new quality to companies’ application of corporate governance. The GPW encourages investors and analysts to engage in the monitoring of truthfulness of companies’ corporate governance compliance disclosures. Monitoring is supported by a new tool for better visualization of information published by companies – “Best Practice Scanner”. The scanner makes it possible to view statements in a range of different configurations and variants, compare companies according to their application of specific rules or the total number of rules applied by the companies.

 

The Best Practice for GPW Listed Companies 2021 can be found at the following link.

 

The Best Practice Scanner is available on this website.

 

Agnieszka Nalazek, Counsel, attorney-at-law, Certified Adviser at the Alternative Trading System, Approved Compliance Officer

 

Katarzyna Sieliwonik, Junior Associate, advocate’s trainee