Board of VRG S.A. with its registered office in Cracow (hereinafter referred to as the "Company") presents a statement on the application of corporate governance principles prepared in accordance with the Regulation of the Minister of Finance of March 29, 2018 regarding current and periodic information provided by issuers of securities and terms of recognition as equivalent information required by the law of a non-member state (Journal of Laws of 2018, item 757).
This statement constitutes a separate part of the report of the Management Board on the operations of the Company which is part of the annual report of the Company for the financial year 2023.
One of the main goals of the Management Board of VRG S.A. with its registered office in Kraków (the "Company") is sharing the profit with shareholders through the payment of dividends. The Management Board of the Company intends to recommend to shareholders the payment of dividends in accordance with this dividend policy.
The Management Board of the Company intends to recommend annually to the General Meeting of the Company a dividend payment in the range between 20% and 70% of the value of the consolidated net profit resulting from the audited consolidated financial statements of the Company, assuming that the net debt / EBITDA ratio at the end of the financial year will be less than 2.5.
Each time before presenting a recommendation to the general meeting of the Company, the Management Board of the Company will take into account the following factors:
1. the financial situation of the Company and its capital group,
2. investment needs,
3. liquidity situation,
4. prospects for the development of the Company's capital group in a given market and macroeconomic situation,
5. acquisition plans,
6. banking covenants.
approved by resolution No. 19/06/2020 of the Ordinary General Meeting of VRG S.A. of June 29, 2020 on the approval of the remuneration policy for Members of the Management Board and Supervisory Board of VRG S.A. with its registered office in Krakow, changed by resolution no. 04/03/2021 of the Extraordinary General Meeting of VRG S.A. of March 17, 2021 on the change of the Remuneration Policy for Members of the Management Board and Supervisory Board of VRG SA with its registered office in Krakow and amended by Resolution No. 25/06/2022 of the Ordinary General Meeting of VRG S.A. of June 21, 2022 on changing the Remuneration Policy for Members of the Management Board and Supervisory Board of VRG S.A. based in Krakow
1. VRG S.A. with its registered office in Kraków (the "Company"), presents below the rules for selecting and changing an audit firm for statutory audit of the Company's financial statements.
2. To the extent permissible, Art. 66 sec. 4 of the Accounting Act, pursuant to § 21 sec. 2 points 8 of the Company's Articles of Association, the Supervisory Board of the Company is the body authorized to select the entity authorized to audit financial statements.
3. Pursuant to Art. 130 sec. 2 of the Act on Statutory Auditors, Audit Firms and Public Oversight, a resolution of the Company's Supervisory Board on the selection of an audit firm to conduct the statutory audit of the Company's financial statements is made taking into account the recommendation presented by the Audit Committee operating within the Supervisory Board.
4. The company, in accordance with the requirements of Art. 130 sec. 1 point 5) and 7) of the Act on Statutory Auditors, Audit Firms and Public Oversight has a policy of selecting an audit firm to conduct an audit and a procedure for selecting an audit firm.
5. Pursuant to Art. 66 sec. 5 of the Accounting Act, in the case of a statutory audit, the first contract for the audit of financial statements is concluded with an auditing company for a period of not less than two years, with the possibility of extension for subsequent periods of at least two years.
6. Pursuant to Art. 134 of the Act on Statutory Auditors, Audit Firms and Public Oversight, a key statutory auditor may not conduct a statutory audit in the same public interest entity for a period longer than 5 years. The key statutory auditor may re-conduct the statutory audit at the entity after at least 3 years from the end of the last statutory audit.
7. Pursuant to Art. 17 (1) of Regulation (EU) No 537/2014 of the European Parliament and of the Council on detailed requirements for statutory audits of financial statements of public-interest entities, repealing Commission Decision 2005/909 / EC, neither the first assignment received by an audit firm nor the first assignment including all renewals must not exceed 10 years.
The Company informs that it has no regulations including a description of the diversity policy applied by the Company with respect to the Company's governing bodies and its key managers, taking into account such elements of diversity policy as gender, education, age, and professional experience. In accordance with the principle of equality before the law in force in Poland, the Company recognizes that everyone has the right to equal treatment and that nobody can be discriminated against in any political, social or economic life for any reason, including employment. The company follows this principle in its recruitment processes. At the same time, in relation to members of the Company's governing bodies, the election of persons holding the functions of members of the management board and the supervisory board is made by the general meeting of shareholders and the supervisory board, guided by ownership decisions, corporate decisions and professional principles. In relation to key managers, the Company makes decisions on establishing cooperation with candidates assessing their professional experience, seniority, and education in accordance with the scope of tasks for a given position. The Company employs both women and men in various age groups, having regard to the substantive criteria and fully observing the principle that restricting freedom and human and civil rights solely on the basis of race, sex, language, religion or lack thereof, social origin, ancestry and property is unacceptable.
The organizational structure of the Company