The objective of corporate governance is to develop tools supporting efficient management, effective supervision, respect for shareholders’ rights, and transparent communications between companies and the market. As a set of corporate governance principles and rules of conduct applicable to the relationships between listed companies and their market environment, the “Best Practice for GPW Listed Companies 2016” is an important contributor to the companies’ competitive position and a key driver of the attractiveness of the Polish capital market. The “Best Practice for GPW Listed Companies 2016” and related regulations apply to issuers of shares admitted to trading on GPW’s regulated market.
The “Best Practice for GPW Listed Companies 2016” is a product of the efforts of experts grouped in the GPW Corporate Governance Consultation Committee representing the interests of different groups of capital market participants. The draft document has been released for public consultations with the participation of professionals including issuers, investors, institutions and organisations interested in corporate governance of listed companies. The modifications of the Best Practice have been designed to ensure continuation of issues covered by the previous version of the corporate governance principles. To address comments raised by recipients of the Best Practice, a number of existing principles have been clarified. In specific areas key to corporate governance, the requirements have become more restrictive. New issues previously not covered by the corporate governance principles for listed companies have been added.
To ensure the transparency of this document and highlight the key issues, the Best Practice document is divided into new thematic sections. The “Best Practice for GPW Listed Companies 2016” includes the following sections: Disclosure Policy, Investor Communications; Management Board, Supervisory Board; Internal Systems and Functions; General Meeting, Shareholder Relations; Conflict of Interest, Related Party Transactions; Remuneration. According to the European Commission Recommendation of
9 April 2014 on the quality of corporate governance reporting (2014/208/EU), the code has gained a new structure. Each part of the Best Practice is numbered in such a way as to clearly identify the section number (the initial Roman numeral), the type of provisions (principle: “Z”, or recommendation: ‘R’) and its sequential number in the section (Arabic numeral).
Each section of the Best Practice opens with a general description of the goals to be pursued by listed companies through compliance with the provisions of the section. The recommendations that follow require the disclosure of compliance details in a statement of compliance with the corporate governance principles included in the issuer’s annual report.
The detailed provisions of the Best Practice follow the ‘comply or explain’ approach. Consistent non-compliance with a principle or an incidental breach require the company to immediately report pursuant to § 29.3 of the Exchange Rules. It should be noted that the companies’ explanations of the reasons and circumstances of non-compliance should be sufficiently exhaustive to provide genuine information on the reasons for the non- compliance and to allow for an assessment of the company’s position on compliance with the principles of the Best Practice.
The modifications approved by the Warsaw Stock Exchange aim to improve the quality of listed companies under the corporate governance standards. Compliance with the corporate governance principles is voluntary; however, we believe that companies care about their good reputation and investor relations. The transparent structure of the Best Practice, which avoids excessive barriers by ensuring that most of the principles are worded so as to allow for flexible implementation, and frequently refers to the principle of adequacy, should support possibly broadest implementation of this code of best practice by a possibly biggest group of issuers.
In line with the recommendations of the European Commission, within the limits of its powers, the Exchange will monitor the companies’ compliance with the corporate governance regulations with a special emphasis on the quality of explanations published by companies according to the ‘comply or explain’ approach. With a view to the necessary continuity of the process and being aware of constant changes in the functioning of the capital markets and their needs and expectations, GPW acting with the support of other interested parties will evaluate the effective achievement of the intended goals on an on- going basis and periodically review and update the Best Practice.