Through the commitment of the Company’s Management Board to compliance with good corporate governance practices and application of the highest standards of management, the KGHM Polska Miedź S.A. builds value in the long term by taking care of the interests of both the shareholders and the Company. We are a responsible global corporation which complies with the laws of all jurisdictions in which we operate.
We use the most effective corporate governance tools developed over many years. At KGHM Polska Miedź S.A., they are based on Polish legal regulations, the Company’s Articles of Association and the Rules and Regulations of the Warsaw Stock Exchange, on which our shares are listed.
Corporate governance is based on the following pillars:
- The General Meeting;
- The Supervisory Board and its committees;
- The Management Board.
With respect to the best practices for listed companies, in 2016 we tried to comply with the new principles and recommendations of the Warsaw Stock exchange, which came into force on January 1, 2016*. As a result, we met the greater expectations of our stakeholders, including in particular our customers and financial institutions.
In 2016, KGHM Polska Miedź S.A. did not comply with recommendation IV.R.2 from “Best Practice…”, which recommends making it possible for shareholders to participate in general meetings using electronic means of communication and ensuring real-time bilateral communication. In our opinion, the legal and technical risks associated with such a solution could jeopardize the efficient conduct of General Meetings; however, we do not rule out its implementation in the future. In 2016, we provided real-time broadcasts of the General Meetings.
Nor did we apply recommendation VI.R.3 from “Best Practice…”, regarding the independence criteria with respect to the Remuneration Committee which operates within the structure of the Supervisory Board. The KGHM Polska Miedź S.A. Remuneration Committee is composed of one Member meeting the independence criteria and three employee representatives, which, in our opinion, guarantees proper, fair and transparent execution of the Committee’s tasks.
* The document “Code of Best Practice for WSE Listed Companies 2016” is available on the webpage of the Warsaw Stock Exchange, as well as on the website of KGHM Polska Miedź S.A. in the corporate governance section.