Statement on the principles of corporate governance applied in 2016
Corporate governance is a set of standards addressed to governing bodies of companies and their members as well as defining relations with shareholders and investors. Application of corporate governance principles will increase transparency of company operations and strengthen observance of shareholder rights also relative issues not regulated by generally applicable laws. In Bank Millennium a set of standards comprising the Principles of Corporate Governance is effective. These standards are sourced, inter alia, from two regulations applying to the area of Polish financial institutions and companies listed on the Warsaw Stock Exchange. The first of the aforementioned regulations is the document Good Practices of Companies Listed on WSE 2016 adopted by the Board of the Warsaw Stock Exchange, the second is the Principles of Corporate Governance for Supervised Institutions adopted by Polish Financial Supervision Authority.
Good Practices of Companies Listed on WSE 2016 are stipulated in the document effective since 1 January 2016. The complete document is published at https://www.gpw.pl/lad_korporacyjny_na_gpw WSE website and the Bank’s website at https://www.bankmillennium.pl/about-the-bank/corporate-bodies-and-governance.
The fundamental standard of the above-mentioned Good Practices is the „comply or explain” rule. This means that the company as a matter of principle is obliged to apply the principles contained in the document and in the event of deviation from use of a particular principle, to clarify the causes of such deviation and to make this fact publicly known in the form of a report by using the WSE Electronic Information Database.
In 2016 the Bank observed all the principles contained in the Good Practices except one rule provided for in Recommendation IV.R.2 items 2 and 3, regarding ensuring the shareholders with opportunity to participate in General Meetings of Shareholders with the use of real-time two-way electronic communication, by means of which the shareholders may take an active part in a General Meeting of Shareholders from a different place than the place of meeting and exercise, in person or via proxy, their voting rights in the course of the GMS. In the Bank’s opinion the implementation of this rule during a General Meeting carries with itself technical and legal risks to the correct and efficient conducting of the General Meeting. Avoiding these threats constitutes a bigger value for the shareholders than the implementation of the rule from Chapter IV of Recommendation IV.R.2, item 2 of Good Practices.
At the same time ever since 2008 the Bank has been providing real-time online broadcasting of the proceedings of the GMS, in accordance with the requirement specified in Chapter IV, Recommendation IV.R.2 item 1 of Good Practices. Meanwhile the Bank does not rule out the possibility of ensuring to the shareholders two-way real time communication during the proceedings of a General Meeting, should actual or legal circumstances change. Guided by the principle of transparency of its actions in shaping corporate and investor relations as well as the highest quality of communication with shareholders, otherwise the Bank was complying with the Good Practices in 2016. In the “Information on application by the company of recommendations and principles contained in the Good Practices of Companies Listed on WSE 2016” published on the Bank’s website, the Bank confirmed that it follows recommendations provided for in the Good Practices.
Since the beginning of 2015, the Bank as a financial institution is also subject to the above mentioned Principles of Corporate Governance for Supervised Institutions, which are available on the website of KNF at: http://www.knf.gov.pl/dla_rynku/zasady_ladu_korporacyjnego/index.html and the Bank’s website at: https://www.bankmillennium.pl/about-the-bank/corporate-bodies-and-governance.
The Bank’s Management Board and the Supervisory Board adopted this resolutions on application of the Principles, with the exception of those stipulated in:
- § 8 sect. 4 – principle ordering provision of the possibility to electronically take active part in a meeting of the decision-making body,
- § 16 sect. 1 and § 24 sect. 1 – principles concerning holding of meetings of the Bank’s bodies (Management Board and Supervisory Board) in the Polish language.
With reference to lack of the possibility to electronically take active part in a meeting of the GMS, the position of the Management Board and Supervisory Board is a repetition of the statement made with respect to the principles existing in the Good Practices – as referred to above.
With respect to the principles of holding meetings of the Management Board and Supervisory Board in the Polish language the Bank is of the view that knowledge of the English by members of the Management Board enables full mutual understanding and the proper level of communication during the meetings. Moreover the practically applied principle of holding meetings of the Supervisory Board both in Polish as well as in English with assurance of essential assistance of an interpreter also ensures mutual understanding and the proper level of communication.
The GMS in its resolution passed on 21 May 2015 expressed a positive opinion regarding the position of the Management Board and Supervisory Board of the Bank with respect to application of the Principles. At the same time the GMS in the aforementioned resolution regarding principles addressed to the shareholders stated that it is of the view that exercising them should remain within the framework of generally applicable legal regulations, while whenever the Management Board or the Supervisory Board, acting within their powers, submit matters covered by these principles, requesting consideration of specific matters by GSM, then they will be considered with reflection of the circumstances of such submission. Furthermore, GMS, by its Resolution of 31 March 2016, accepted the assessment of compliance with the Principles and that of the manner of performance of information duties regarding compliance with Good Practices, as presented by the Supervisory Board in its Report on the Bank Millennium S.A. Supervisory Board activities in 2015.
During the reporting period the Bank for the ninth consecutive time was included in the group of companies in RESPECT Index– Central-Eastern Europe’s first index of socially responsible companies.
Following the review made in December 2016 the Index comprised only 25 companies among all listed on WSE. The companies comprising the Index operate on the basis of best standards of corporate governance, information policy, investor relations as well as social relations in the area of HR matters and also environment protection.