ANSWER

(Each question is

EXPLANATION

CHAPTER

PROVISION

ARTICLE

QUESTION

answered by chosing

(fulfill only for questions that were answered with "NO" or "PARTIALLY")

the answer from the

drop-down menu)

1

Cooperation

1

The articles of association and/or other internal acts clearly define the powers of the supervisory

YES

board and management board.

1

Cooperation

1

The articles of associationand/or other internal acts are available free of charge on the website of

YES

the company.

The supervisory board has adopted a decision in which it stated categories of decisions and legal

1

Cooperation

2

transactions that require prior approval by the supervisory board and those decisions about which

YES

management board must consult with the supervisory board before making a decision, and a

summary thereof is available free of charge on the website of the company.

The articles of association and/or internal company acts provide for prior consent of the

1

Cooperation

2

supervisory board for making important decisions that affect the strategy of the company,

YES

expenses, risk exposure and reputation.

The articles of association and/or internal company acts stipulate that the supervisory board and its

1

Cooperation

3

committees have timely access to documents, premises and employees when necessary for the

YES

performance of their duties.

The articles of association and/or other internal company acts stipulate that the management

1

Cooperation

4

board must report to the supervisory board at regular intervals on the operating results of the

YES

company, financial situation, substantial financial and non-financial risks and results of interaction

with shareholders and other stakeholders.

Statutes and/or internal company documents stipulate that the president of the management board

1

Cooperation

5

shall immediately notify the supervisory board if there is or is likely for an event to arise that has

YES

the potential to significantly affect the results, financial position or reputation of the company.

The supervisory board approved the code of conduct (or other internal act), which establishes

1

Rules of conduct

6

rules of conduct to be followed by members of the management and supervisory board members,

NO

The Management Board adopted the Code of Business Conduct, but the Supervisory

employees and others acting on behalf of the company, which also contains rules and measures to

Board was not asked to approve it because there was no such requirement in 2019.

be taken in case of its violations.

1

Rules of conduct

6

Code of Conduct (or other internal act) is available free of charge on the website of the company.

YES

2

Conflict of interest

7

For members of the management board and the supervisory board the prohibition of participation

PARTIALLY

The prohibitions prescribed by the Companies Act are being applied.

in decision-making in relation to which there are conflicts of interest is stipulated.

2

Conflict of interest

7

The supervisory board has given prior consent to the policy for managing conflicts of interest.

NO

There was no such requirement in 2019.

2

Conflict of interest

7

The policy for managing conflicts of interest is available free of charge on the website of the

YES

company.

2

Conflict of interest

8

Members of the supervisory board are obliged to inform the entire supervisory board that they are

NO

There was no such requirement in 2019.

in an actual or potential conflict of interest.

2

Conflict of interest

8

Management board members have a duty to inform the president of the supervisory board and

YES

other members of the management board of an actual or potential conflict of interest.

2

Conflict of interest

8

The supervisory board keeps records of all notices pertaining to conflict of interest.

NO

There were no such notices.

Member of the management board or the supervisory board has an obligation to inform the

2

Conflict of interest

9

President and/or Vice-President of that board if it considers that another member of management

NO

There was no such requirement in 2019.

or supervisory board is in an actual or potential conflict of interest.

Members of the supervisory board and management do not perform activities that compete with

2

Competition ban

10

the business of the company, are not members of the management or supervisory boards of the

DA

companies that carry out such activities nor hold more than 5% stake in such companies.

Members of the management board and the supervisory board who hold shares in the companies

2

Competition ban

10

with which the company is in the competition, informed the secretary of the company of all the

NE

There were no such cases.

shares in such companies and the details of these shares are available free of charge on the

website of the company.

There was no such requirement in 2019 and the Company was guided by the

No transactions between members of the management or supervisory board and the company (or

requirements of the Companies Act and other relevant acts and regulations.

Related party

2

11

a person affiliated with any party) can not be concluded without the prior consent of the supervisory

PARTIALLY

transactions

board.

Related party

The fair value of each material transaction must be confirmed by an independent expert prior to

2

11

any such transaction, and his or her report has to be available free of charge on the website of the

NO

There was no such requirement in 2019.

transactions

company.

The company has adopted procedures for the approval and disclosure of transactions between

The Company has appointed a Commission for the Verification of Related Party

Related party

Transactions in the sense of Articles 263a and 263b of the Companies Act, the task of

2

12

members of the management or supervisory board and the company (or a person affiliated with

PARTIALLY

transactions

which is to carry out the procedure for the verification of transactions with related

any party).

parties.

2

Related party

12

The audit committee annually assesses the effectiveness of these procedures.

NO

There was no such requirement in 2019.

transactions

The role of the

The supervisory board is responsible for appointing and dismissing members of the management

3

13

board and making recommendations for candidates for members of the supervisory board to the

YES

supervisory board

general meeting.

3

The role of the

13

The supervisory board has approved formal and transparent procedure for the appointment to both

YES

supervisory board

management and supervisory boards.

The supervisory board has set as a target percentage of female members of the supervisory board

3

The role of the

14

and the management board, which must be achieved in the next five years and adopted a plan for

NO

There was no such requirement in 2019.

supervisory board

the implementation of this goal. Percentage on target and plan were published in the annual

report.

3

The role of the

14

A report explaining progress on the plan has been published in the annual report.

NO

There was no such requirement in 2019.

supervisory board

The role of the

There was no such requirement in 2019. The tasks of the Appointment Committee are

3

nomination

15

The nomination committee has all the tasks listed in Article 15 of the Code.

PARTIALLY

regulated by the Rules of Procedure of the said Committee and they need to be brought

committee

in line with Article 15 of the Code.

Election of

When nominating candidates for the supervisory bord to the general meeting for election the

supervisory board

There was no such requirement in 2019 and the Company was guided by the

3

16

company provides information within the general meetin materials on the items requested by

PARTIALLY

members by the

requirements of the Companies Act and other relevant regulations.

Article 16. of the Code.

general meeting

Election of

3

supervisory board

16

Informations provided by Article 16 of the Code are freely available on the company`s website.

PARTIALLY

There was no such requirement in 2019. The available information needs to be brought

members by the

in line with Article 16 of the Code.

general meeting

Election of

3

supervisory board

17

Materials for the general meeting contain all the information listed in Article 17 of the Code.

NO

There was no such requirement in 2019.

members by the

general meeting

Election of

The information referred to in Article 17 of the Code is available free of charge on the website of

supervisory board

3

18

the company also in cases where workers' representative or another member of the supervisory

YES

members by the

board which is not elected by the shareholders at the general meeting is apointed.

general meeting

Responsibilities of

The terms od reference of the supervisory bord include all the responibilities set in Article 19. of

4

the supervisory

19

YES

the Code.

board

The supervisory board has developed a supervisory board profile which specifes the minimum

There was no special requirement in 2019. The Company was guided by the Company

4

Composition

20

number of members and combination od skills, knowledge and education, as well as professionaln

PARTIALLY

Charter, Policies and other internal rules.

and practical experience that required in the supervisory board.

4

Composition

21

The supervisory board includes members of different gender, age, profile and experience to

YES

ensure a diversity perspective when making decisions.

4

Composition

22

Majority of the members of the supervisory board are independent in accordance with the definition

NO

Most members do not meet the independence requirements set out in Appendix A, and

set out in Appendix A of the Code.

we have acted in accordance with the Stock Exchange Rules.

There was no such requirement in 2019. Neither the President nor the Deputy

4

Composition

22

The President or deputy president of the supervisory board are independent.

NO

President of the Supervisory Board met the independence requirements set out in

Appendix A.

4

President

23

The president of the supervisory bord is responible for the activities listed in Article 23. of the

YES

Code.

4

Board committees

24

Supervisory board established the nomination committee.

YES

4

Board committees

24

Supervisory board established the renumeration committee.

YES

4

Board committees

24

Supervisory board established the audit committee.

YES

4

Board committees

24

The supervisory board stipulated the manadate and activities of each committee.

YES

Each committee of the supervisory board consists of members who have the necessary skills,

4

Board committees

26

knowledge and education, as well as professional and practical experience to carry out the

YES

committee responsibilities effectively.

4

Board committees

27

Each committee of the supervisory board has at least three members.

YES

4

Board committees

27

Majority of the members of each committee of the supervisory board are independent (as defined

NO

The majority of the members of each committee of the Supervisory Board are not

in Appendix A of the Code).

independent in accordance with the definition of Appendix A of the Code.

4

Board committees

27

Board members are prohibited to be members of the committee of the supervisory board.

YES

4

Board committees

28

The terms of reference of each committee is made freely available on the company's website

YES

4

Board committees

28

The Company's annual report includes a report on the work of each committee of the supervisory

YES

board as well as information on the number of meetings held and the members of the committee.

4

Time commitment

29

The minimun expected time commitmnet of each supervisory board member is specified on their

YES

appointment.

4

Time commitment

29

The annual report includes record of attendance at the meetings for each member of the

YES

supervisory board and its committees.

The articles of association and/or internal company acts stipulate the obligation of the supervisory

4

Time commitment

30

board member to inform the secretary of the company about their membership in the supervisory

NO

There was no such requirement in 2019.

board or the management board of other companies.

4

Frequency and

31

The supervisory board meets at least every three months.

YES

format of meetings

4

Frequency and

31

The supervisory board has adopted a workplan that includes time and agenda of future meetings.

YES

format of meetings

4

Frequency and

31

Committees of the supervisory board shall meet as often as necessary for the effective discharge

YES

format of meetings

of their duties, and regularly report to the supervisory board on its activities.

4

Frequency and

32

The supervisory board can meet without the participation of the management board where it

YES

format of meetings

considers it appropriate.

4

Frequency and

32

Non-Board committee memebers can participate in committee meeting only at the invitation of the

YES

format of meetings

committee.

4

Support

33

The company has designated an individual to carry out the duties of a company secretary.

YES

According to the company's internal acts, the person carrying out the duties of a company

4

Support

33

secretary is responsible for ensuring that supervisory board procedures are complied with, advising

YES

the supervisory board on governance matters, supporting the president of the supervisory board

and helping the supervisory board and committees to function efficiently.

Quality and

The board terms of reference and/or internal acts require the materials for supervisory board

4

timeliness of

34

YES

meetings to be provided to all its members at least one week before the meeting.

information

Quality and

The bord committee terms of reference and/or internal acts require the materials for board

4

timeliness of

34

YES

committee meetings to be provided to all its members at least one week before the meeting.

information

Quality and

The articles of association and/or internal company acts anticipate that the minutes of the meeting

4

timeliness of

35

YES

information

of the supervisory board must be available to all members of the supervisory board.

Quality and

Supervisory Board meeting minutes provide data on voting results including details of how

4

timeliness of

35

YES

individual members voted.

information

Quality and

The supervisory board has the right to receive information and advice from people outside the

company at the expense of the company if it considers it necessary to successfully carry out its

4

timeliness of

36

YES

duties, provided that the procedure for it is specified in the internal documents of the company

information

issued by the management board with the consent of the supervisory board.

4

Training and

37

All members of the supervisory board at the time of appointment received introduction training for

YES

development

their role.

4

Training and

37

All supervisory bord members receive ongoing training and education to improve their sills and

YES

development

knowledge.

4

Training and

38

The supervisory board members receive regular updates and briefings from the management

YES

development

board and experts on matters relevant to the company and to their duties.

4

Supervisory board

39

The supervisory board evaluated its effectiveness in the past 12 months.

YES

evaluation

4

Supervisory board

39

The supervisory board assessed the individual results of its members in the last 12 months.

YES

evaluation

4

Supervisory board

39

The evaluation of the supervisory board was led by the president or deputy president.

YES

evaluation

4

Supervisory board

40

The evaluation of the supervisory board included an assessment of all the matters specified in

NO

There was no such requirement in 2019.

evaluation

Article 40 of the Code

4

Supervisory board

41

The annual report includes the assessment report of the supervisory board and its committees in

NO

There was no such requirement in 2019.

evaluation

which they assessed all the circumstances set out in Article 41 of the Code.

Responsibilities of

5

the management

42

The duties of management board include all the activities listed in Article 42 of the Code.

YES

bord

Responsibilities of

The supervisory board has approved internal rules of procedure adopted by the management

The Supervisory Board assigned the responsibilities of the members of the

5

the management

43

NO

board that define the matters specified in Article 43. of the Code.

Management Board when making the decision on their appointment in 2016.

bord

Responsibilities of

In the case of groups, the management board of the parent company is obliged to ensure effective

5

the management

44

YES

bord

oversight over the activities of other companies in the group.

Responsibilities of

The articles of association and/or internal company acts contain rules governing responsibilities

5

the management

44

YES

and reporting procedures at the level of the parent company and subsidiaries.

bord

The supervisory board ensures that management maintains a profile of the management board

5

Composition

45

which determines the minimum number of members and a combination of members who possess

YES

the skills, knowledge and education, as well as professional and practical experience that are

required for management board.

5

The president

46

The president of the management board is formally responsible for the activities listed in Article 46.

YES

of the Code.

Limits on other

Internal company documents provide that the members of the management board must obtain the

5

47

prior consent of the supervisory board before accepting appointment to the management board or

NO

There was no such requirement in 2019.

appointments

supervisory board which is not part of the same group.

5

Limits on other

47

Internal documents of the company provide that board members are prohibited from holding more

NO

There was no such requirement in 2019.

appointments

than two positions in the management or supervisory board of other such companies.

The supervisory board in the last 12 months, evaluated the effectiveness of arrangements for

5

Board evaluation

48

cooperation between the supervisory board and the management board, as well as the adequacy

YES

of support and information received from the management board.

Results of the evaluation of arrangements for cooperation between the supervisory board and

The assessment of the cooperation between the Supervisory Board and the

5

Board evaluation

48

NO

Management Board is included in the Report of the Supervisory Board on the

management are included in the annual report.

performed supervision of the operations management of the ADP Group.

5

Board evaluation

49

The management board has evaluated its own effectiveness and that of its individual members in

NO

There was no such requirement in 2019.

the last 12 months.

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AD Plastik dd published this content on 31 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 August 2020 10:04:06 UTC