Energomontaż Południe

Corporate Governance

Document Download
Code of Best Practice for WSE Listed Companies
pdf
Corporate Governance 2010
pdf
Report by the Supervisory Board of Energomontaż-Południe SA on operations in 2010
pdf
Audit Commitee Bylaws
pdf
Remuneration Committee Bylaws
pdf
Statute of Energomontaż-Południe SA
pdf
Regulations of the General Meeting of Shareholders of Energomontaż-Południe SA
pdf
Bylaws of the Supervisory Board of Energomontaż-
Południe SA
pdf
Bylaws of the Management Board of Energomontaż-
Południe SA
pdf


Energomontaż-Południe SA follows the principles of corporate governance specified in the document entitled "Code of Best Practice for WSE Listed Companies", which constitutes an Appendix to Resolution No.19/1307/2012 of the Exchange Supervisory Board dated 21 November 2012.

The corporate bodies of the Company are the General Meeting of Shareholders, the Supervisory Board and the Management Board.

The highest authority is held by the General Meeting of Shareholders, which is convened within six months following the end of each financial year.

The Supervisory Board constantly supervises all of the Company's activities. Two committees function within the Supervisory Board: an Audit Committee and a Remuneration Committee. Appendix No. 1 to the Recommendation of the Council of Europe on the role of non-executive directors [...] of 15 February 2005 is applied to the tasks and operation of those committees. The committees function on the basis of the rules given in the table above. Members of the Audit Committee are independent of the Company and its affiliated entities. Among them there are persons with appropriate knowledge of accounting and finance. All the Company's supervising persons have submitted official declarations from which it results that three of the supervising persons are actually independent of shareholders holding the right to execute at least 5 per cent of the overall number of votes at the General Meeting of Shareholders. The remaining three supervising persons are connected with main shareholders.  Appendix II to the Recommendation of the Council of Europe on the role of non-executive directors or directors who are members of supervisory boards of public companies and advisory (supervisory) councils of 15 February 2005 is applied with regard to the criteria for determining the independence of Supervisory Board members. Moreover, a person who is an employee of the Company, or of its subsidiary or affiliate, is held not to fulfill the criteria of independence. The supervising persons' declarations regarding their connections with Company shareholders are available at the Company's registered office.

The Management Board is the Company's executive and representative body. With the Company's interest in mind, the Board determines the Company's strategy as well as its main objectives, and is subsequently responsible for their implementation and performance. The Management Board is responsible for the transparency and effectiveness of the Company management system, as well as for its operations being conducted in compliance with applicable law and good practice.

Copyright © Energomontaż - Południe S.A.