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

Role of shareholders

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; 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 and senior executives 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 Investor Relations

Orange Polska’s activity in the area of investor relations focuses primarily on ensuring transparent and 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 team together with other Company’s representatives regularly meet with investors and analysts 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 a live webcast. In 2018, the Company held four results presentations. During the year, the Company had around 150 meetings with investors and analysts in Poland and a number of other countries.

Orange Polska’s activity and performance are monitored by analysts representing both Polish and international financial institutions on a current basis. As at the end of 2018, 15 financial analysts covered Orange Polska stock and published their reports and recommendations concerning the Company. The up-to-date list of analysts is available on our website: http://orange-ir.pl/shares/analyst-coverage.

On March 11, 2018, the CFO of Orange Polska answered retail investors’ questions during an investor chat held by the Association of Individual Investors (SII). Around 20 individual investors asked their questions during the chat.

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

Our activity in Investors Relations area is appreciated by the market. Our 2017 Integrated Report was voted the best in Poland in a contest organized by Warsaw Stock Exchange and the Responsible Business Forum. It also received a special award from the Institute of Accountancy and Taxes for the most useful value it gives. In 2018 Orange Polska’s Investor Relations team won second place in the Communications sector in the IR Magazine Awards – Europe.

Orange Polska provides a website dedicated to investors and analysts at www.orange-ir.pl.

Orange Polska’s commitment to excel in corporate governance

Corporate Governance in Orange Polska is designed to provide responsible Company 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 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 separable and strictly assigned to these governing bodies. The Supervisory Board consists of shareholders’ representatives, elected by the General Meeting. In order to exercise its obligations the Supervisory Board may at any time examine any documents of the Company, 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 about our Company among investors, customers, employees and the general public. We have paid the utmost attention to constructing a corporate governance system which promotes ethical, responsible and transparent practices. By introducing these rules we are demonstrating the Company’s commitment to the highest standards of governance and ensuring that these standards will continue to stand up to scrutiny by internal and external stakeholders.

Compliance with Warsaw Stock Exchange Best Practice

Orange Polska S.A., as an issuer of securities listed on the Warsaw Stock Exchange, is obliged to follow the “comply or explain” rule stipulated in the “Best Practice for WSE Listed Companies 2016”. In 2018, the Company complied with 90 out of 91 recommendations and principles. However, referring to the Recommendation IV.R.2 of the Best Practice guidelines, the Company provides a live broadcast of the General Meeting but it provides neither real-time bilateral communication nor the possibility to exercise the right to vote for shareholders taking part in a Meeting from a location other than the General Meeting, due to the legal risks involved in providing such electronic means of communication.

The full text of our Statement on the Company’s compliance with the corporate governance recommendations and principles contained in Best Practice for GPW Listed Companies 2016 is available at http://www.orange-ir.pl/corporate-governance/best-practices.

Governing bodies diversity

We are convinced that diversity of a company’s governing bodies is beneficial to the company’s development. That is why we make sure that our Supervisory Board and the Management Board consists of people who are diverse in terms of age, sex, education and professional experience. Because they come from different environments and have a diversity of knowledge and skills, they can look from different perspectives at the management of the company and its efficient functioning in its markets.