The set of principles applied
Creating values for shareholders, also through the Company's transparency, is one of Enea Capital Group's priorities. Having that in mind, the Board of Enea SA represents that in 2014 the Company applied the corporate governance rules constituting an Addendum to the Resolution of the WSE Supervisory Board No. 19/1307/2012 of 21 November 2012 as amended, “Best Practices of WSE Listed Companies” (BPLC, Corporate Governance Rules), published on the Warsaw Stock Exchange website under http://corp-gov.gpw.pl. Corporate governance principles include also the section titled "Recommendations relating to best practices of listed companies" describing good practices which the Company chooses to apply voluntarily.
Principles of corporate governance the application of which was waived
Enea SA's Board's intention is to apply all the principles of the corporate governance. Due to the fact however, that some principles may pose the necessity to incur excessive burdens by the Company which could exceed potential benefits resulting from market needs, in 2014 the Company waived the application of some principles and recommendations of the corporate governance indicated below.
Participation of men and women in Enea SA's authorities
Part I. Recommendations for Best Practice for Listed Companies – item 9
"WSE recommends to public companies and their shareholders that they ensure a balanced proportion of women and men in management and supervisory functions in companies, thus reinforcing the creativity and innovation of the companies’ economic business."
The Management Board and Supervisory Board of the Company
is composed of both women and men. However, an equal participation of women and men in the managing and supervisory bodies in Enea SA is not kept at the moment.
The Issuer announces that the selection and appointment of members of management and supervisory authorities of the Company is conducted on the basis of applications obtained from candidates.
The basic criteria used by the Company when employing managing and supervising people include an exact analysis of candidates' experience, their competences, skills and technical preparation of each of them. In the Company's assessment, the criteria indicated above which are in place in order to evaluate candidates for offices in management and supervisory authorities permit the selection of relevant candidates who guarantee creativity and innovativeness, as well as the development of Enea SA's operations.
Questions asked by shareholders in relation to general meetings
Part II. Best Practice for Management Boards of Listed Companies - item 1(7)
"A company should operate a corporate website and publish on it, in addition to information required by legal regulations: (...) shareholders’ questions on issues on the agenda submitted before and during a General Meeting together with answers to those questions."
The principle mentioned above is not applied by the Company at the moment and in line with the Company's intention it will not be applied also in the foreseeable future. To some extent
the information concerning proceedings of General Meetings are included in notarised minutes of GM, but they do not include all pronouncements, questions or answers occurring during the proceedings of General Meetings. The Company clarifies that with regard to answering Shareholders’ questions outside of General Meetings the Company abides by, above all, the mode of publication of this type of information specified in § 38 item 1(12) of
the regulation of the Minister of Finance of 19 February 2009 on current and periodic information (...)
Organisation of e-general meeting of the Company
Part IV. Best Practices of Shareholders - item 10
"A company should enable its shareholders to participate in a General Meeting using electronic communication means through real-life broadcast of General Meetings, real-time bilateral communication where shareholders may take the floor during a General Meeting from a location other than the General Meeting."
read together with: Part I. Recommendations for Best Practice for Listed Companies – item 1
"A company should pursue a transparent and effective information policy using both traditional methods and modern technologies and latest communication tools ensuring fast, secure and effective access to information. Using such methods to the broadest extent possible, a company should in particular: (...) ensure adequate communication with investors and analysts, and use to this purpose also modern methods of Internet communication."
The Company clarifies that in 2014 it did not transmit General Meetings in the Internet, and therefore bilateral communication providing shareholders with a possibility to speak at the General Meeting using means of electronic communication.
Currently, the Company's Statute does not foresee attending the General Meeting using means of electronic communication in line with the Commercial Companies Code.
Independence of Members of the Supervisory Board
Part III. Best practices realised by members of supervisory boards item 6
At least two members of the supervisory board should fulfil the criteria of independence from the company and from entities that have significant affiliations with the company. With regard to the independence criteria for members of the supervisory board, Annex II to the European 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) board should be applied. Irrespective of the provisions of Item b) of that Annex, a person who is an employee of the company or its subsidiary or affiliate cannot be deemed to fulfil the independence criteria referred to in that Annex. Furthermore, an affiliation with a shareholder excluding the independent status of a member of the supervisory board in the meaning of this principle is understood to mean an actual and significant affiliation with a shareholder that has the right to exercise 5% or more of the total number of votes at the general meeting of shareholders.
Enea SA's Board's intention is to apply the above principle of the corporate governance. The Company clarifies that the Supervisory Board of Enea SA of the 8th term appointed by the Ordinary General Meeting of Shareholders with the resolution of 29 June 2012 was composed of two independent members, namely Mr. Jeremi Mordasewicz and Graham Wood.
In relation to the resignation of Mr. Graham Wood from the position of the Member of the Supervisory Board, currently the Supervisory Board is composed on one member fulfilling the independence criterion. The Company informs that the three year term of the present Supervisory Board expires in 2015. The decisions on a potential complementation of the Supervisory Board may be made during the next General Meeting of Shareholders of the Company.