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