Annual report 2019

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PL
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PL

Compliance with corporate governance principles in 2019

Legal and regulatory basis for the corporate governance

Corporate governance in BNP Paribas Bank Polska S.A. results from legal acts (in particular Code of Commercial Companies, Banking Law and laws regulating capital market) and recommendations included in the documents: “Best Practices for WSE Listed Companies” and “Principles of Corporate Governance for Supervised Institutions”

In accordance with § 70, par. 6, point 5 of the Regulation of the Minister of Finance of 29 March 2019 concerning current and periodic information reported by issuers of securities and conditions for recognizing as equivalent information required under the law of a non-member state (consolidated text: Journal of Laws of 2019, item 757), the Management Board of BNP Paribas Bank Polska S.A. presents the following information regarding compliance with corporate governance principles in 2019.

Corporate governance principles applicable to the Bank

The Bank is subject to “Principles of Corporate Governance for Supervised Institutions” of 22 July 2014, issued by the Polish Financial Supervision Authority (the “Principles of Corporate Governance”). The Principles are a collection of rules defining internal and external relations of supervised institutions, including relations with the shareholders and customers, their organisation, functioning of internal control, and key systems and internal functions, and also statutory bodies and the principles of their cooperation. The Principles are available on the website of the Polish Financial Supervision Authority.

The Principles of Corporate Governance were adopted by the Bank’s Management Board and Supervisory Board in December 2014 and by the General Shareholders’ Meeting in February 2015.

The Bank’s position with respect to the application of the Corporate Governance Principles was updated in 2017 and expressed in the Resolution of the Bank’s Management Board dated 26 April 2017, subsequently confirmed by the Supervisory Board on 11 May 2017 and adopted by the General Shareholders’ Meeting on 22 June 2017. The aforementioned position is published on the Bank’s website.

Since 1 January 2016, the Bank is subject to the “Best Practices for WSE Listed Companies 2016”, as adopted by the Warsaw Stock Exchange Supervisory Board Resolution No. 26/1413/2015, dated 13 October 2015.

The document of Best Practices for WSE Listed Companies 2016 is available on the Warsaw Stock Exchange website.

In its Resolution No. 7/BZ/3/2016 of 20 January 2016, the Bank’s Management Board adopted the principles of corporate governance described in the “Best Practices for WSE Listed Companies 2016”, with individual exceptions. Pursuant to § 29 par. 3 of the Warsaw Stock Exchange Rules, on 26 January 2016, the Bank published a report on its non-application of some detailed principles described in the “Best Practices for WSE Listed Companies 2016”.

Statement of compliance with corporate governance principles in 2019

BNP Paribas Bank Polska S.A. in 2019 follows the Principles of Corporate Governance for Supervised Institutions” with exemption regarding application of § 8 item 4 of the Principles:
„supervised institution should, if this is justified by the number of shareholders, drive at facilitating participation of all the shareholders in the meetings of the statutory body of the supervised institution, though, i.a., ensuring that active participation in a meeting of the statutory body is possible via electronic means of communication”.

Bank’s commentary:

Due to the current structure of the shareholders, and also due to lack of ability to fully eliminate legal and organizational-technical risks that may negatively affect the course of the General Shareholders’ Meetings, the Bank has decided not to use the possibility of shareholders’ participation in the General Shareholders’ Meetings via electronic means of communication.

Nevertheless, in order to ensure better communication with the capital market participants, the Bank intends to start broadcasting the General Meeting of Shareholders starting from the next ordinary general meeting in 2020.

The Bank applies the recommendations and principles described in the “Best Practices for WSE Listed Companies 2016” with the exceptions listed below:

  • the current status is that the Bank does not apply recommendation IV.R.2 and principles: I.Z.1.16, I.Z.1.20, IV.Z.2 regarding transmission of the General Shareholders’ Meetings and possibility to participate and vote in the General Shareholders’ Meetings remotely via electronic means of communication. Neither the Bank’s Statute nor the Regulations of the General Meeting currently provide shareholders with such facilities which is justified in particular by the current structure of shareholders and no such expectations reported to the Bank by minority shareholders. Aforementioned facilities do not have practical mean for the efficient course of the General Shareholders’ Meeting. Nevertheless, in order to ensure better communication with the capital market participants, the Bank intends to start broadcasting the General Meeting of Shareholders starting from the next ordinary general meeting in 2020,
  • the Bank partially applies principle V.Z.5. – Supervisory Board’s approval before the company concludes a significant agreement with a shareholder who holds at least 5% of the total vote in the company or with a related party. The Bank applies the principle that the Supervisory Board approval is required to conclude a significant agreement with a related party (currently all shareholders with at least 5% of the total vote are related parties),
  • the following principles and recommendations do not apply to the Bank: I.Z.1.10 (the Bank does not publish financial projections), III.Z.6. (the internal audit function and the Audit Committee of the Supervisory Board are established in the organizational structure of the Bank) and IV.R.3. (All securities issued by the Bank are listed only on the Warsaw Stock Exchange).
The Management Board Statement

The Management Board of the Bank hereby declares that the Bank and its governing bodies complied with the corporate governance principles determined in the “Principles of Corporate Governance for Supervised Institutions” and the “Best Practices for WSE Listed Companies 2016” in the scope adopted by the Bank. In the reporting period, the corporate governance principles adopted by the Bank were not violated.

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