Publishing the ‘Information on the status of application by the Company of the principles set forth in The Best Practice for GPW Listed Companies 2021’ on 30 July 2021, Grupa Kęty S.A. informed that it had complied with all principles, except for: Principles 2.1., 2.2., 6.4. Moreover, the Company explained that Principle 3.7 does not refer to Grupa Kęty S.A.
Principle 2.1. ‘Companies should have in place a diversity policy applicable to the management board and the supervisory board, approved by the supervisory board and the general meeting, respectively. The diversity policy defines diversity goals and criteria, among others including gender, education, expertise, age, professional experience, and specifies the target dates and the monitoring systems for such goals. With regard to gender diversity of corporate bodies, the participation of the minority group in each body should be at least 30%.’
Grupa Kęty S.A. has not developed or applied any diversity policy with regard to the Company managing and supervisory bodies. The Company has not ensured a balanced proportion of men and women within the Management and Supervisory Boards. The Supervisory Board Members have been appointed by the General Meeting from among the candidates proposed by the Company shareholders.
Principle 2.2. ‘Persons making decisions to elect members of the management board or the supervisory board of companies should ensure that the composition of those bodies is diverse by appointing persons ensuring diversity, among others in order to achieve the target minimum participation of the minority group of at least 30% according to the goals of the established diversity policy referred to in principle 2.1.’
Owing to the fact that Grupa Kęty S.A. has not implemented a diversity policy in reference to the Company managing and supervising bodies, the above principle has not been applied.
Principle 6.4. ‘As the supervisory board performs its responsibilities on a continuous basis, the remuneration of supervisory board members cannot depend on the number of meetings held. The remuneration of the members of committees, in particular the audit committee, should take into account additional workload on the committees.’
The remuneration of Supervisory Board Members of Grupa Kęty S.A. is granted in accordance with the Remuneration Policy of Grupa KETY S.A. Management Board and Supervisory Board Members passed by the General Meeting, which makes the Supervisory Board Members’ remuneration dependent on the number of meetings held, and does not provide for an additional remuneration for the Supervisory Board Members on account of any additional work related to fulfilling their functions at the Audit Committee or the Nomination and Remuneration Committee of the Supervisory Board. The proposal to update the Remuneration Policy of Grupa KETY S.A. Management Board and Supervisory Board Members in the above scope, for the purpose of considering Principle 6.4 to have been fully applied, will be submitted for the decision of the coming Annual General Meeting to be held in 2022.
Principle 3.7. ‘Principles 3.4 to 3.6 apply also to the company’s group entities which are material to its activity if they appoint persons to perform such tasks.’
Principle 3.7 does not apply to the Company. At the other companies of the Capital Group of Grupa Kęty S.A. of major importance to its operations there have not been appointed persons responsible for managing the audit, compliance, risk management and internal control systems. Responsible for the maintenance of the functions efficiency within the whole Capital Group and management of the same are the persons employed by the parent company, i.e. Grupa Kęty S.A., who are functionally supported by the selected employees of the companies of major importance to the operations of the Capital Group. Grupa Kęty S.A. carries out a periodical review of the systems operation within the Capital Group, considering the scale and specifics of its operations, among other things. If a decision is made on a change in the method of the systems functioning and employing people responsible for the functions at other companies, the Principles 3.4–3.6 will be taken into account.
