Integrated Report 2018

  • Introduction
    • Message from CEO
    • About the report
  • Company and our stakeholders
    • About our company
    • Our stakeholders
  • Business model and value creation
    • Business model and value creation
    • Key resources
    • Business model
    • External environment
    • Internal environment
  • Strategy
    • Q&A with CEO
    • Our strategy
  • Results
    • Q&A with CFO
    • Outputs & outcomes
    • Financial review
  • Risk
    • Risk management
    • Risk exposure
  • Corporate governance
    • Our approach to corporate governance
    • Our governance structure
    • Governing bodies activities in 2018
  • Selected financial data
  • Appendix
    • GRI table
    • Defining the Reports content
    • Sustainable Development Goals
    • Methodology
    • Glossary
    • Independent Limited Assurance Statement
    • Contact information
Corporate governance

Our approach to corporate governance

Letter from the Chairman of the Supervisory Board

Dear shareholders,

2018 was a very successful year for Orange Polska. It was the first full year of implementation of the strategy adopted in September 2017, which is aimed at achieving turnaround at the Company and establishing a business model that will allow it to grow on sustainable basis. Last year’s results proved that the strategy – based on convergence, rollout of the fibre network, developing adjacent business lines and increasing efficiency – is working well. Revenue trend visibly improved, while adjusted EBITDA was higher year-on-year for the first time in 12 years.
This was a stronger performance than the stabilisation that the management promised to the market. It should be noted that it was achieved without increasing expected capital expenditures, or changing the level of financial leverage. This speaks for itself, especially since the Polish telecom market remains very competitive and the Supervisory Board assessed last year’s financial performance of Orange Polska very highly.

Last year the Management Board also proved that it can successfully explore new business opportunities, signing a wholesale agreement to give another operator access to our fibre network. In the opinion of the Supervisory Board, this cooperation will contribute to faster monetization of Orange Polska’s investments in the fibre network and accelerate convergence of telecom services based on fibre in the Polish market.

During the last financial year, the Supervisory Board was involved in all decisions of fundamental significance for Orange Polska. We monitored the Management Board’s governance in managing the business to ensure that these activities were lawful and compliant with legal provisions and internal standards and policies, as well as appropriate and efficient. At each meeting, the Supervisory Board discussed in detail the Company’s current financial and operational results in comparison to the budget adopted at the beginning of the year. More details of the Supervisory Board’s assessment of Orange Polska are presented further in this chapter.

The frequency of the Supervisory Board and its committees’ meetings mean that we are in close contact with the Management. In 2018, five Supervisory Board meetings, a oneday off-site Orange innovation conference, and 14 meetings of the Supervisory Board’s committees took place. The overall average participation rate was 95.9%. Written votes were used on two occasions when resolutions were required between meetings.

In recognition of their competence and commitment, as well as emphasising the importance of strategy implementation, social responsibility and network development to Orange Polska, the Supervisory Board appointed Witold Drożdż and Piotr Jaworski as members of the Management Board in October last year. Also, to recognise his leadership and huge commitment to the effort of the ambitious turnaround strategy, the Board reappointed JeanFrançois Fallacher for the next term as the CEO of Orange Polska before the expiration of his current term of office.

Looking forward to 2019, in the opinion of Supervisory Board, the Management should stick to the priorities outlined in the Orange.one strategy, take advantage of Poland’s favourable macroeconomic situation, and prove that it is able to sustain the good momentum from 2018. One topic that will gain in importance is preparation for the advent of 5G technology; this will involve a lot of business decisions and cooperation with the Polish authorities regarding their 5G strategy.

I am convinced that Orange Polska’s strategy and the prudent actions of the Management Board supported by the Supervisory Board will enable the Company to return to sustainable growth, and that in due course this success will be shared with shareholders in the form of dividends.

Maciej Witucki
Chairman of the Supervisory Board