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Corporate rules of Company

The Management Board of the ELEMENTAL HOLDING S.A., a company with its registered office in Grodzisk Mazowiecki (hereinafter "Company") declares that, in connection with ”Best Practice of GPW Listed Companies 2016” which entered into force on 01 January 2016,  the Company intends to apply the principles of corporate governance contained therein, with except for the following principles (numbers given in accordance with the contents of “Best Practice of GPW Listed Companies 2016”):


I.Z.1.10. financial projections, if the company has decided to publish them, published at least in the last 5 years, including information about the degree of their implementation;
The Company does not apply the above principle.
This principle does not apply because the Company did not publish financial projections in the last 5 years and does not publish them at present.

I.Z.1.16. information about the planned transmission of a general meeting, not later than 7 days before the date of the general meeting;
The Company does not apply the above principle.
Given that the Company does not intend to apply detailed principle IV.Z.2, i.e. it does not plan to ensure publicly available real-time broadcasts of general meetings, the Company shall not publish information about this on the website.

I.Z.1.20. an audio or video recording of a general meeting;
The Company does not apply the above principle.
In the Company’s opinion, ensuring equal access to information and Company transparency does not require an audio or video recording of a general meeting. Lack of such recordings shall not limit Company shareholders’ access to information. Any important information shall be published by the Company in accordance with the binding provisions of law, which shall provide the shareholders (and potential shareholders) with access to information about the course of the Company’s general meetings regardless of participation in those meetings.

The basic document constituting a general meeting recording is a protocol prepared by a notary public under Art. 421 of the Code of Commercial Companies. The protocol book may be browsed by the shareholders and they may request copies certified by the Management Board. Moreover, under Art. 421 § 4 of the Code of Commercial Companies, the Company is obliged to publish voting results for individual resolutions on its website. Under the provisions contained in the Code of Commercial Companies, general meeting participants have a right to submit written declarations, which are attached to the protocols.

Moreover, under the provisions specifying the obligations of companies listed on the regulated market, the Company is obliged to publish the content of resolutions passed by general meetings and objections raised in connection with those resolutions. In the Company’s opinion, obligations and rights imposed by the provisions of law ensure the transparency of general meetings and equal access to information. Moreover, the Company’s transparency and equal access to information is ensured by the fact that the Company observes the provisions on handling confidential information.

The Company shall not register audio or video recordings of general meetings also due to significant costs related to the purchase or rental of a general meeting recording system ensuring appropriate quality and format of the recordings. Moreover, the Company would have to organize and bear the costs of securing and storing the recordings as well as making them available on the website. Their size would require the Company to bear the costs of renting bigger server disk capacities and ensuring appropriate technical parameters of website access (the speed of loading big file sizes).

The possibility of providing audio or video recordings of general meetings would not depend only on the Company’s will. Protection of personal rights of entities participating in the meetings and making the recording conditional upon their consent (which should be standard behavior in such situations) could frustrate the Company’s plans in this scope each time. This additionally highlights that the outlays on such undertaking are not legitimate at this stage of the Company’s development strategy.


Management Board, Supervisory Board

II.Z.2. A company’s management board members may sit on the management board or supervisory board of companies other than members of its group subject to the approval of the supervisory board.
The Company does not apply the above principle.
§14 par. 1 item 5 of Company deed states that such approval is required if a Management Board Member deals with competing business or participates in competing companies as a partner or a member of their organs. Thus, the approval is not required in the case of holding the above positions or fulfilling functions in companies outside the group, if those companies do not compete with each other. In the Company’s opinion, this justifies the non-application of the principle in question.

II.Z.6. The supervisory board should identify any relationships or circumstances which may affect a supervisory board member’s fulfillment of the independence criteria. An assessment of supervisory board members’ fulfillment of the independence criteria should be presented by the supervisory board according to principle II.Z.10.2.
The Company does not apply the above principle.
The Supervisory Board Members are appointed by the Company’s general meeting from among persons with suitable education, professional and practical experience, high moral standards and sufficient time to fulfill the Supervisory Board functions in an appropriate manner. In the Company’s opinion, the criteria in question can guarantee effective work and level of the Supervisory Board Members for the good of the Company. The Company reckons that this method of appointing the Supervisory Board members ensures the inclusion of persons fulfilling the independence criterion in the Supervisory Board and does not require additional assessment performed by the Supervisory Board. It also guarantees that the Company applies principle II.Z.3, which states that at least two members of the supervisory board should meet the criteria of being independent.

II.Z.10.2. a report on the activity of the supervisory board containing at least the following information:

  • - full names of the members of the supervisory board and its committees,
  • - supervisory board members’ fulfillment of the independence criteria,
  • - number of meetings of the supervisory board and its committees in the reporting period,
  • - self-assessment of the supervisory board;


The Company does not apply the above principle.
The Company shall not apply only the item referring to including the information about supervisory board members’ fulfillment of the independence criterion in the report on the activity of the supervisory board. This is directly related to non-application of principle II.Z.6 by the Company and is explained above.


General Meeting, Shareholder Relations

IV.Z.2. If justified by the structure of shareholders, companies should ensure publicly available real-time broadcasts of general meetings.
The Company does not apply the above principle.
Under Art. 406(5) of the Code of Commercial Companies (hereinafter: KSH), participation in a general meeting via electronic communication means is not obligatory and Company deed does not provide for such possibility. In the Company’s opinion, its deed, KSH provisions and the General Meeting Rules binding in the Company all govern the course of and participation in general meetings in a comprehensive and fully sufficient manner. Moreover, introducing the technology for general meeting transmission and bilateral real-time communication is a costly solution (see the justification of reasons for non-application of detailed principle I.Z.1.20 by the Company). At present, the Company does not deem it necessary to invest a high outlay for this purpose.

IV.Z.3. Presence of representatives of the media should be allowed at general meetings.
The Company does not apply the above principle.
The Company allows media representatives to participate in general meetings after obtaining an accreditation. In the Company’s opinion, participation of unauthorized persons could disturb the work of the general meeting.

 

 

About Us

Elemental Holding is a leading Polish group operating in the recycling and recyclable material trading industry and a top supplier of recyclable material for metalworks and foundries all over the country. It runs its operations using recycling facilities located in Poland, Germany, Lithuania, Finland, United Kingdom, Turkey and Middle East countries.

The Holding mainly specialises in trading in and processing non-ferrous metals a as well as electronic circuits.  (more)

 

Elemental Group