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The scope of non-compliance with the corporate governance rules

In 2017 ELEKTROBUDOWA SA applied the provisions of the set of corporate governance rules specified in “Best Practice for GPW Listed Companies 2016”, but the recommendations and principles listed below were applied in a limited scope:

I.Z.2. A company whose shares participate in the exchange index WIG20 or mWIG40 should ensure that its website is also available in English, at least to the extent described in principle I.Z.1. This principle should also be followed by companies not participating in these indices if so required by the structure of their shareholders or the nature and scope of their activity.

The principle is followed in a limited scope, as only the selected elements are available in English on the Company’s website.

IV.R.2. 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:

  1. real-life broadcast of the general meeting;
  2. real-time bilateral communication where shareholders may take the floor during a general meeting from a location other than the general meeting;
  3. exercise of the right to vote during a general meeting either in person or through a plenipotentiary.

The Company informs that it has applied the first point of the recommendation, as it provides real-life broadcast of the general meeting and after the meeting closes, uploads its script on the company’s webpage. In the opinion of the Company, implementation of the second and third point of the recommendation might cause the exposure to risks of technical and legal nature, which may have impact on correct and undisturbed course of general meetings.

V.Z.6. 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.

In 2017 the Company developed “Rules of managing conflicts of interest in ELEKTROBUDOWA SA” which provides comprehensive rules of conduct when a conflict of interest may arise. The Rules are applicable to the Company employees and Management Board Members, but are not applicable to Supervisory Board Members. The rules referring to conflict of interest applicable to Supervisory Board Members are specified in the By-laws of the Supervisory Board.

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