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| FAQ |
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| Best Practices of WSE Listed Companies |
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| Category: 1. Questions on general issues |
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1. When will additional documents and explanations of the “Best Practices…” be published? What is the planned information campaign on the “Best Practices…”?
With a view to correct interpretation of the rules contained in the “Best Practices of WSE Listed Companies” by listed companies and adequate compliance of issuers with the corporate governance reporting requirements, the WSE will organise workshops and educational conferences to broaden the issuers’ knowledge of the corporate governance rules. The timeline and the scope of such training will be published on the website www.corp-gov.pl . Partner organisations will also offer educational initiatives under the “WSE EduPartner Best Practices” Programme. Information on the programme is available at www.corp-gov.gpw.pl . |
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2. Is the General Meeting required to adopt a resolution concerning the scope of compliance with the corporate governance rules?
No. The General Meeting is not required to adopt a resolution concerning the scope of compliance with the corporate governance rules. |
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3. Where can I find Annex II to Commission Recommendation of 15 February 2005? Was it published in an official journal? What is the legal basis of its application?
The Annex can be found on the website of the European Commission and at www.corp-gov.gpw.pl . Commission Recommendations are not binding in the national legal order of the Member States, but the Recommendation applies to companies pursuant to the “Best Practices…” |
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4. What should the professional CV of a member of a company’s governing bodies comprise?
The CV should comprise basic information on the education and professional experience of a member of the Supervisory Board. |
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5. Does the term “member of a company’s governing bodies” also include a proxy?
No. |
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6. Is there a central register of persons who buy and sell shares, and if so, who maintains the register?
There is no such register; however, some information on shareholders who sell and buy shares of public companies is available in current reports submitted by issuers (legal basis: Article 70.1 of the Public Offer Act and Article 160.4 of the Act on trading in financial instruments). |
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7. If the Supervisory Board meets not 3 times, as required under Article 389.3 of the Code of Commercial Companies and Partnerships, but only 2 times per year, will this constitute an infringement of the “Best Practices…” (even when the Supervisory Board could not meet due to external circumstances)? Is every infringement of the provisions of the Code of Commercial Companies and Partnerships (even ius dispositivum rules) also an infringement of the “Best Practices…”?
The “Best Practices” and the Code of Commercial Companies and Partnerships are mutually independent. Interpretation of potential infringements of the Best Practices should not be based on the Code of Commercial Companies and Partnerships as the two acts are unrelated. |
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8. Please explain whether the Management Board should adopt a resolution concerning compliance with the “Best Practices of WSE Listed Companies”.
The rules of the “Best Practices” and the WSE Rules do not require the authorities of a company to adopt a resolution concerning the implementation of the rules of the “Best Practices”. Such resolutions are not necessary to implement the rules; it is irrelevant to the implementation of the “Best Practices”. |
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9. Issuers listed on the WSE should comply with the rules of the “Best Practices…” but companies have no influence on decisions of members of the Supervisory Board and their compliance with the rules. Please comment.
It is in the interest of the issuer to inform all bodies of the company about the applicable corporate governance rules. Section III of the “Best Practices…” is addressed to Supervisory Board Members; compliance with these rules is required of members of the Supervisory Board. If a rule contained in the “Best Practices…” is infringed, the company’s Management Board is required to submit a report under the same procedure as applicable to the publication of current reports and to publish the report on the company’s website. |
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10. Are companies required to amend those provisions of their corporate acts which were introduced under the requirements of the Code of Best Practices of 2005 whereas the current rules of the Best Practices take a different approach? This concerns, for instance, the criteria of independence of Supervisory Board members introduced into a company’s articles of association pursuant to the 2005 Code subsequently amended in the Code applicable as of 1 January 2008.
This depends on the actual situation. However, if a provision in the articles of association only contains the independence criteria, then there is no need to amend the articles of association, even if these criteria are different from those referred to in the “Best Practices”. The qualification of members as independent under the articles of association is irrelevant; only qualification under the EU Recommendation referred to in the “Best Practices” is relevant. It may be that a member is “independent” under the criteria set out in the articles of association which are the legacy of the previously applicable rules, but is not independent under the “Code of Best Practices of WSE Listed Companies” (or vice versa). Only qualification under the “Best Practices of WSE Listed Companies” is relevant. |
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11. If a company wants to comply with the rules of the amended Code of Best Practices, does it need to make relevant amendments of its corporate acts, for instance adjust the criteria of independence of Supervisory Board members in the company’s articles of association?
The implementation of the “Best Practices…” in corporate documents is not required and the relevant decision is entirely at a company’s discretion. |
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