Our approach to corporate governance
Orange Polska, as a company listed on the Warsaw Stock Exchange (WSE), applies corporate governance rules, maintaining Polish and international standards of proper governance. In particular, such efforts are reflected in Best Practice, Diversity Charter, Integrated Reports or Orange Polska Code of Ethics. We are convinced that transparent corporate governance is the only right and innovative approach that fits the market environment and provides for the proper balance between the interests of all the stakeholders involved in the operations of Orange Polska.
Read more about our compliance with WSE Best Practice in section Orange Polska on WSE.
Role of shareholders
Orange Polska encourages shareholders to play an active role in the Company’s corporate governance. Shareholders’ 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 report, including the 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, 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.
Our investors include individual and institutional shareholders. We maintain an active dialogue with our investors through an extensive investor relations programme.
Read more about Orange Polska Investor Relations in section Orange Polska on WSE.
Orange Polska shareholders*
* Information on 25 April 2022
Orange Polska’s commitment to excel in corporate governance
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.
In order to exercise its obligations the Supervisory Board may at any time examine any Company’s 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.
In order to ensure quality decision-making, the Supervisory Board uses its committees as advisory bodies. The members of each committee are experts in their field of expertise who provide the Supervisory Board with advice on issues requiring more detailed analysis. The Audit Committee provides the Supervisory Board with wide expertise on finance, accounting and audit. The Remuneration Committee deals with general remuneration policy and recommends appointments of Management Board Members. The Strategy Committee is responsible for delivering recommendations on strategic plans and planning processes set up by the Management Board.
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.
See also