Grupa LOTOS S.A. - Integrated Annual Report 2012
At Grupa LOTOS, we take care to build relationships of partners with investors, which are satisfactory to both sides, in line with the principles of corporate governance. The primary objectives that the Company pursues by adhering to the rules of corporate governance include:
- transparency of its operations as a listed company,
- trust in its relations with stakeholders,
- consistency in creating value for shareholders.
Grupa LOTOS – corporate governance structure
Since its stock market debut in 2005, Grupa LOTOS has adhered to most recommendations set out in the “Best Practices for Public Companies”, and since 2008 it has followed the “Code of Best Practice for WSE Listed Companies”, last amended by the WSE’s Supervisory Board in its Resolution of November 21st 2012. The latter document comprises a set of principles designed to establish best practices of corporate governance and bring corporate supervision in line with EU standards.
In 2012, Grupa LOTOS complied with most of the obligatory corporate governance principles set forth in the Code of Best Practice for WSE Listed Companies.
In line with the comply-or-explain principle, which provides that companies should either comply with corporate governance rules or explain any recurring or non-recurring instances of non-compliance, the Board has published non-compliance lists with relevant explanations since 2008.
Pursuant to Par. 29.3 of the WSE Rules, on January 27th 2012 the Company reported a single instance of non-compliance with rule 5 set out in Section III of the Code of Best Practice for WSE Listed Companies, connected with the resignation on that day of Rafał Wardziński from his position as member of the Grupa LOTOS Supervisory Board.
We try to communicate an accurate, reliable and clear picture of our operations and financial standing to investors. We provide them with up-to-date information in compliance with the principles of involvement of, availability to and equal treatment of all investors. On the Company’s investor relations website, available in two language versions at www.inwestor.lotos.pl/en, we publish corporate governance information, including annual statements of compliance of the Company and the LOTOS Group, as well as reports released via the EBI system.
We have in place mechanisms enabling our shareholders and employees to submit recommendations and other comments directly to members of the bodies supervising the correctness of the organization’s management processes. In line with the Polish Commercial Companies Code, the Articles of Association of Grupa LOTOS and the Rules of Procedure for its General Meeting address these issues in detail. They define the rules governing participation in the General Meeting and exercising voting rights, the manner of convening and closing the General Meeting, its opening and proceedings.
Pursuant to the above regulations, shareholders, by virtue of their rights, may influence our operations and review the activities undertaken by the Company’s management and supervisory bodies. A key shareholder right is the right to participate in the General Meeting, which accrues to all persons who are Company shareholders sixteen days prior to the date of the General Meeting, i.e. on the record date. Additionally, the right to participate in the General Meeting entitles shareholders to:
- submit motions prior to and during the General Meeting,
- request that certain items be placed on the agenda of the General Meeting,
- propose draft resolutions concerning items which have been or are to be placed on the agenda prior to the General Meeting,
- propose draft resolutions concerning items included in the agenda, or placed on the agenda during the General Meeting,
- take the floor during the General Meeting,
- object to or appeal against resolutions of the General Meeting.
Moreover, shareholders may request that an Extraordinary General Meeting be convened and certain items be placed on its agenda.
In addition to the requirements imposed by law, the rules laid down in the Code of Best Practice for WSE Listed Companies define mechanisms aimed to improve the quality of corporate relations with investors, while enhancing the protection of shareholder rights, also in matters falling outside the scope governed by law. They encourage companies to:
- post on their corporate websites detailed information on General Meetings, including reasons for calling off or postponing a Meeting, changes to a Meeting’s agenda together with reasons justifying such changes, notices of adjournment, shareholder questions relating to agenda items asked before and during a Meeting, as well as answers to such questions,
- ensure that General Meetings are attended by Supervisory Board and Board members,
- set the venue and date of General Meetings so as to enable the highest number of shareholders to participate,
- enable representatives of the press to be present at General Meetings.
|General Meetings held at Grupa LOTOS in 2012|
|Date||Date Meeting||Main issues|
|February 29th||Extraordinary General Meeting||The Extraordinary General Meeting was convened at the request of a shareholder - State Treasury. The main agenda item related to changes in the composition of the Supervisory Board.|
|June 28th||Annual General Meeting||
The Annual General Meeting reviewed and approved the financial statements and directors’ report on the operations of the Company and of the LOTOS Group in 2011; and granted discharge in respect of performance of duties to Members of the Supervisory Board and Members of the Board.
During the Meeting, shareholder B. Kamola exercised his right to take the floor. The proposals and comments submitted by the shareholder related to the Company’s operations, primarily to financial and economic issues, the LOTOS Group strategy and the YME project. Questions asked by the shareholder and answers provided by the Board have been published on the Company’s website.
Moreover, the shareholder exercised his right to object to the resolution concerning approval of the directors’ report on the Company’s operations in the year ended December 31st 2011.
|November 28th||Extraordinary General Meeting||The Extraordinary General Meeting was convened to amend the Grupa LOTOS Articles of Association. During the Meeting, shareholder J.H. Lampart exercised his right to actively participate in the Meeting by taking the floor, and by voting against and objecting to all the resolutions adopted by the Meeting.|