Our approach to corporate governance

Orange Polska encourages shareholders to play an active role in the Company’s corporate governance. Shareholder consent is required for key decisions, including: the review and approval of the financial statements and Management Board Report on Activities; the review and approval of the Management Board’s recommendations on dividend payments or coverage of losses; the review and approval of the Supervisory Board Assessment of the Group’s situation and, as of 2021, approval of the remuneration report; the election of the Members of the Supervisory Board (and, if necessary, their dismissal); amendments to the Company’s Articles of Association; increase and reduction of the share capital; and the buy-back of shares.

At the Company’s General Meetings, each share in Orange Polska entitles its owner to one vote. In addition to their participation in General Meetings, senior executives and members of the Company’s Management Board engage in active dialogue with the Company’s shareholders. To ensure that investors receive a balanced view of the Company’s performance, Management Board Members – led by the President of the Management Board and the Chief Financial Officer – also make regular presentations to institutional investors and representatives of the domestic and international financial community.

Orange Polska’s activity in the area of investor relations focuses primarily on ensuring transparentand proactive communication with capital markets through active co-operation with investors and analysts, as well as performance of disclosure obligations under the existing legal framework.

Orange Polska’s Investor Relations, together with Company’s representatives, regularly meet with investors and analysts both in Poland and abroad, and participate in the majority of regional and telecom industry investor conferences.

Orange Polska Group’s financial results are presented quarterly during conferences, which are also available via live webcast. In 2020, the Company held four results presentations, one conference on the impact of the COVID-19 pandemic on Orange Polska’s performance and about 150 meetings with investors and analysts from Poland and a number of other countries. (Due to the pandemic situation the conferences were held online.)

Orange Polska’s activity and performance are monitored by analysts representing both Polish and international financial institutions on a regular basis. In 2020, around 15 financial institutions published their reports and recommendations concerning the Company. The up-to-date list of analysts is available on our website.

The key purpose of all of Investor Relations efforts is to enable investors to have a reliable assessment of the Company’s financial standing, its market position and the effectiveness of its business model, taking into account both the strategic development priorities (in the context of the telecom market), and the Polish and international macroeconomic environment.

In 2020, Orange Polska published its fourth integrated annual report, the Integrated Report 2019. It covers both financial and non-financial aspects of the Company’s business. The report presents the Company’s business model and value creation story; the economic and social context of its operations; its strategy implementation, governance model, corporate governance, risk management and environmental impact. The content and layout of the report are based on the International Integrated Reporting Council (IIRC) guidelines, Global Reporting Initiative (GRI) Standards, ISO 26000 and Global Compact Principles.

Orange Polska’s 2019 report received honourable mention in the integrated report category at the 14th edition of the Social Reports Competition. The award was given for ‘consistently high quality of non-financial reporting, transparent data presentation and development of a report which may provide an inspiration for other organisations.’ The Social Reports Competition is organised by the Responsible Business Forum and Deloitte. Its partners include the Ministry of Finance, the Ministry of Economic Development, the Polish Association of Listed Companies, the Polish Consumer Federation and the Warsaw Stock Exchange.

Orange Polska provides the investment community with a dedicated investor relations website.

Corporate Governance in Orange Polska is designed to provide responsible management and supervision in order to achieve the Company’s strategic goals and enhance its value. We have created a credible corporate governance framework which consists of mechanisms that help achieve growth. Those mechanisms consist of structures, processes and controls which enable the Company to operate more efficiently and to mitigate risk. The ability of the Company to create value is ensured by having capable governing bodies with a proper division of duties and optimal representation of experience, skills and education. The sustainability of the Company is secured by the ability to allocate the created value in a fair and sustainable manner, as necessary to the Company’s long-term success.

The Management Board provides the leadership necessary to steer the Company to its strategic goals. It introduces policies and rules for maintaining the internal cohesiveness of the organisation. All Members of the Management Board act as executives, while the Members of the Supervisory Board play an oversight role. These two roles are separate and strictly assigned to these governing bodies. The Supervisory Board consists of shareholders’ representatives, elected at the General Meeting. In order to exercise its obligations the Supervisory Board may at any time examine any Company documents, may demand from the Management Board and employees any reports and explanations and may check the financial standing of the Company. When necessary the Supervisory Board may oblige the Management Board to commission advisory services to draw up an expert opinion for its use if a matter requires specialised knowledge or qualifications.

The aim of the corporate governance model described above is to properly distribute responsibilities within the Company and establish the roles of the key governing bodies, which in turn enhance the decision making process. Its structural elements, and the relationships between them, guarantee the transparency of key management decisions. Orange Polska is fully accountable to its stakeholders and is committed to communicating its progress towards its business goals and the fulfilment of its responsibilities. We do this to increase confidence in our Company among investors, customers, employees and the general public. We have paid the utmost attention to constructing a corporate governance system that promotes ethical, responsible and transparent practices. By introducing these rules we demonstrate the Company’s commitment to the highest standards of governance and we ensure that these standards will continue to stand up to scrutiny by internal and external stakeholders.

Since November 1998, shares of Orange Polska S.A. (formerly Telekomunikacja Polska S.A.) have been listed on the primary market of the Warsaw Stock Exchange (WSE) within the continuous listing system.

In addition, Orange Polska S.A. has been included in the global FTSE Russell’s ESG Ratings, a global index that measures companies’ performance across environmental, social and governance (ESG) areas.

2020 brought losses in the indices on the Warsaw Stock Exchange (WSE). Orange Polska shares were down 7%, which is similar to the large-cap index, WIG20, which lost almost 8% in the period.