Report on Corporate Governance.

A declaration on the application of corporate governance.

6.1 A listing of the collected corporate governance principles that the issuer is required to follow, and where these principles are publically available. The issuer is subjected to the corporate governance principles stated by the WSE Supervisory Board in the document CODE OF BEST PRACTICE FOR WSE LISTED COMPANIES introduced by the resolution No. 12/1170/2007 of the WSE Supervisory Board dated 4 July2007 with the amendments from the resolution No. 17/1249/2010 dated 19 May 2010. The complete text of the principles is available on the WSE website.

6.2 the description of the extent to which the issuer departed from application of the corporate governance principles and explanations of the reasons for departure. Principle I.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:

  • Maintain a company website whose scope and method of presentation should be based on the model investor relations service available at http://naszmodel.gpw.pl/;
  • Ensure adequate communication with investors and analysts, and use to this purpose also modern methods of Internet communication;
  • Enable on-line broadcasts of General Meetings over the Internet, record General Meetings, and publish the recordings on the company website.

Reasoning:The Company conducts a transparent and effective information policy. In the Company’s structure a PR unit has been created executing the Company’s policy with regards to media and investors relations. General Meetings are not recorded, published nor transmitted on the website yet since no such need has been stated by the shareholders. The introduction of the above-mentioned mechanisms is linked to high costs that are not necessary at the moment. However, with the arousing need of the above-mentioned communication methods the Board does not exclude their introduction. The Company’s website is compliant in its extent with the required model.

Regulation I.5

A company should have a remuneration policy and rules of defining the policy. The remuneration policy should in particular determine the form, structure, and level of remuneration of members of supervisory and management bodies. Commission Recommendation of 14 December 2004 fostering an appropriate regime for the remuneration of directors of listed companies (2004/913/EC) and Commission Recommendation of 30 April 2009 complementing that Recommendation (2009/385/EC) should apply in defining the remuneration policy for members of supervisory and management bodies of the company.

Reasoning: The Company has not yet introduced the remuneration policy for the Company’s Management members. The remuneration of the Company’s Management is linked to the scope of activities and responsibilities resulting from the function held, reflects the Company’s size and their economic results. 
The remuneration is not a significant factor in the Company’s functioning costs. The summed remuneration of every board member is revealed in the Yearly Report. The Supervisory Board decides upon the remuneration and other details concerning employment of every Board Member individually. The Supervisory Board decides also about the promotion and benefits criteria for the Board Members and issues resolutions regarding target completion and granting of the premium.

Regulation II. 2

A company should ensure that its website is also available in English, at least to the extent described in section II.1

Reasoning: The Company ensures the website in English in the limited extent. The Company perceives the functioning of the website in English, in the extent described by the Best Practices as ineffective and costly. However, with the growing interest from the foreign investor’s part the Board does not exclude the expansion of the English version of the website.

Regulation II. 3

Before a company executes a significant agreement with a related entity, its Management Board shall request the approval of the transaction/agreement by the Supervisory Board. This condition does not apply to typical transactions made on market terms within the operating business by the company with a subsidiary where the company holds a majority stake. For the purpose of this document, related entity shall be understood within the meaning of the Regulation of the Minister of Finance issued pursuant to Article 60.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (Dz.U. No. 184, item 1539, as amended).


Reasoning: regarding the business and organisational scope of links between the NEUCA Capital Group entities the following of this rule would signify an obstacle in the Company’s functioning. The Company however pays a great detail to the transactions made by the Company and other subjects, so that it is done under the market conditions. The Company describes the transactions with the related subjects and stores the applicable documentation as required in the Corporate Income Tax Act.

Principle III. 9

Execution by the company of an agreement/transaction with a related entity, which meets the conditions of section II.3, requires the approval of the Supervisory Board.

Reasoning: Non-application of this rule is a consequence of the non-application of the regulation 3 in the part II of Best Practices.

Information regarding the participation of women and men in the Company’s governing bodies:

2013
In the Company’s Board, for 12/31 2013, participated:

  • 3 men
  • 0 women

In the Supervisory Board of the Company, for 12/31 2013, participated:

  • 3 women
  • 2 men

2012
In the Company’s Board, for 12/31 2012, participated:

  • 3 men
  • 0 women

In the Supervisory Board of the Company, for 12/31 2012, participated:

  • 3 women
  • 2 men

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