Current report: 1/2016
Date: 2016-01-12
Title: Report on the scope of the application of Best Practices
On the basis of paragraph 29, section 3 of the Regulations of the Warsaw Stock Exchange, Benefit Systems S.A. presents a report on the non-application of the detailed rules contained in the document "Best Practices of WSE Listed Companies 2016".
Information policy and communication with investors
I.Z.1.10. Financial projections - if the company has decided to publish them - they shall be published for a period of at least last five years, along with information about the extent of their implementation,
Not applicable.
The Company has decided not to publish its financial projections.
I.Z.1.15. Information containing a description of the company's diversity policy in relation to the management of the company and its key managers; the description should take into account such elements of the diversity policy as gender, education, age, work experience, and indicate the objectives of the diversity policy and the manner of its implementation during the reporting period; if the company has not developed and does not implement a diversity policy, it shall include an explanation of this decision on its website.
The Company does not apply this rule.
The Company has not adopted a diversity policy document, however, in its day to day operations it applies diversity criteria, such as gender diversity, education, age, and professional experience. The Company plans to adopt a diversity policy in 2016.
I.Z.1.16. Information on the planned broadcast of General Meetings of Shareholders - no later than 7 days before the date of the general meeting of shareholders.
The Company does not apply this rule.
The Company does not broadcast General Meetings of Shareholders.
I.Z.1.20. A record of the proceedings of general meetings of shareholders in the form of audio or video recordings.
The Company does not apply this rule.
The Company does not publish a record of the proceedings of General Meetings of Shareholders. Information on resolutions adopted is conveyed by the Company in the form of current reports and published on its website.
I.Z.2. A company, whose shares are included in the WIG20 or mWIG40 indexes, ensures the availability of its website in English, at least to the extent specified in rule I.Z.1. This rule should also be applied by companies not included on these indexes, if their shareholder structure or the nature and scope of their operations indicates this would be advisable.
Not applicable.
Due to the shareholder structure, the nature and scope of operations, and the fact that the Company's shares are not included in the WIG20 or mWIG40 indexes, the Company maintains a website in English to a limited extent.
Management Board and Supervisory Board
II.Z.8. The chairman of the audit committee meets the criteria of independence as indicated in rule II.Z.4.
Not applicable.
The Supervisory Board has not set up a separate audit committee. Its function is performed by the entire Supervisory Board.
Internal systems and functions
III.Z.3. The principles of independence set out in universally recognized international standards of professional practice for internal audits shall be applicable with regard to the person in charge of the internal audit and other persons responsible for carrying out its tasks.
The Company does not apply this rule.
Due to the size and type of business, the Company has not established an independent internal auditor and therefore does not apply this rule.
III.Z.4. At least once a year, the person responsible for internal audits (in the case of a separate function for this in the company) and the management board present the supervisory board with their own assessment of the effectiveness of the functioning of the systems and functions referred to in rule III.Z.1, together with a corresponding report.
The Company does not apply this rule.
Due to the size and type of business, the Company has not established an independent internal auditor and therefore does not apply this rule.
General meetings and relations with shareholders
IV.Z.2. If justified due to the shareholder structure of the company, the company will provide a widely accessible broadcast of general meetings of shareholders in real time.
The Company does not apply this rule.
It is the Company's understanding that the current formula for the organisation of the General Assembly of Shareholders satisfies the expectations of shareholders. Information on resolutions adopted is conveyed by the Company in the form of current reports and published on the its website.
Remuneration
VI.Z.2. In order to relate the remuneration of members of the management board and key managers with the long-term business and financial objectives of the company, the period between the award of options or other instruments linked to shares of the company under an incentive programme, and the possibility of their implementation, should amount to at least 2 years.
The Company does not apply this rule.
The incentive programme currently in effect at the Company for the years 2014-2016 states that the period between the granting of subscription warrants to eligible persons covered by the programme and the possibility of these persons acquiring the Company's shares amounts to at least 11 months.
VI.Z.4. In its statement on operations the Company presents a report on the remuneration policy, including at least:
1) general information about the remuneration system adopted by the company;
2) information on the conditions and amount of remuneration for each member of the Management Board, broken down into fixed and variable components of remuneration, with an indication of the key parameters in determining the variable components of the remuneration and the principles for severance payments and other payments due to the termination of employment, termination of commissions, or other legal relationship of a similar nature - separately for the company and each entity within the group;
3) information on the non-monetary components of remuneration due to individual members of the management board and key managers;
4) an indication of the significant changes, which have occurred in the remuneration policy in the past fiscal year, or information about their absence;
5) an assessment of the functioning of the remuneration policy from the point of view of the realisation of its objectives, in particular the long-term growth in value for shareholders and the stable functioning of the company.
The Company does not apply this rule.
In its statement of operations, the Company publishes the information required by law on the remuneration of Management Board members. Currently, however, the Company does not present a report on the remuneration policy applied to the extent specified in the above rule. The Company does not preclude the full application of this rule in the future.
Company representatives:
Adam Kędzierski, member of the Management Board
Izabela Walczewska-Schneyder, member of the Management Board