In connection with the entry into force, as of January 1st 2013, of amended Best Practices for WSE-Listed Companies, introduced by Resolution No. 19/1307/2012 passed by the Supervisory Board of the Warsaw Stock Exchange on November 21st 2012, the Management Board of Inter Cars S.A. (the Company), in performance of the obligation set forth Section 29.3 of the Rules of the Warsaw Stock Exchange, hereby publishes its statement of non-compliance with some of the corporate governance rules defined in the amended "Best Practices of WSE-Listed Companies”.
The Management Board of Inter Cars S.A. declares that the Company will comply with all but the following general corporate rules:
Rule II. 1.7
"A company should operate a corporate website and publish on it, in addition to information required by legal regulations: shareholders’ questions on issues on the agenda, submitted before and during a General Meeting, together with answers to those questions;
EXPLANATION:
The Company will comply with the above rule only to the extent required by the Commercial Companies Code (i.e. Art. 428.5-7 in conjunction with Art. 4023 1.3, Art. 429) and the Regulation of the Minister of Finance on current and periodic information (...) of February 19th 2009 (Section 38.1.12 and 38.1.13). This means that the Company will not publish on its website any questions asked during the General Meeting or answers to such questions given at the Meeting, as answers to such questions and questions themselves may contain information subject to legal protection.
Rule II. 1.9 a)
"A company should operate a corporate website and publish on it, in addition to information required by legal regulations: a record of the General Meeting in audio or video format,
EXPLANATION:
The Company pursues a transparent and effective information policy ensuring appropriate communication with investors and analysts using traditional methods, and does not intend to broadcast or record the proceedings of the General Meeting using the Internet or publish such recordings on the Internet in audio or video format due to the need to protect the image of the GM participants.
Rule III. 6
"At least two members of the Supervisory Board should meet the criteria of being independent from the company and entities with significant connections with the company. The independence criteria should be applied in accordance with Annex II to the Commission Recommendation of February 15th 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board. Irrespective of the provisions of point (b) of the Annex, a person who is an employee of the company, its subsidiary or an associated company cannot be deemed to meet the independence criteria mentioned in the Annex. In addition, a relationship with a shareholder precluding the independence of a member of the Supervisory Board is understood as an actual and significant relationship with any shareholder who has the right to exercise 5% or more of the total vote at the General Meeting.
EXPLANATION:
In accordance with the Company's Articles of Association, the Supervisory Board is composed of five to thirteen members, appointed by the General Meeting. Currently, the Supervisory Board is composed of five members. The Supervisory Board members are appointed as a result of a vote taken by all interested and entitled Shareholders. Information on candidates to the Supervisory Board and on their professional careers and qualifications is published in advance and presented to the General Meeting during the meeting. Election of the Supervisory Board members is an independent decision of the Shareholders present at the General Meeting and there is no rationale for imposing any restrictions on the selection of candidates and thus disavowing the strict legal regulations provided for in Polish law, protecting the corporate rights of shareholders, for the sake of standards which are highly arbitrary and relatively applicable.)
Rule III. 8
"Annex I to the Commission Recommendation of February 15th 2005 on the role of non-executive or supervisory directors (…) should apply to the tasks and the operation of the committees of the Supervisory Board (...)
EXPLANATION:
The Supervisory Board currently has five members and fulfils the audit committee tasks. Since the entire Supervisory Board fulfils the audit committee tasks and the Management Board has no control over the selection of the Supervisory Board members, the Company decides not to comply with the recommendations contained in Annex I to the Commission Recommendation as the audit committee tasks are performed by a body with a much stronger presence in the Company's structures)
Rule IV. 10
„A company should enable its shareholders to participate in a General Meeting using electronic communication means through:
- real-life broadcast of General Meetings,
- real-time bilateral communication where shareholders may take the floor during a General Meeting from a location other than the General Meeting.”
EXPLANATION:
As at today the Company decides not to comply with the rule as there is no relevant provision in the Articles of Association and also because the Management Board is of the opinion that considering the condition of the IT infrastructure in Poland there exist certain technical and legal risks which may prevent the General Meeting from proceeding correctly and without disruptions and may thus affect the shareholder rights. However, the Company may comply with the above rule in the future if the standards/infrastructure improve.
The corporate governance rules defined in "Best Practices for WSE-Listed Companies” in force since January 1st 2013 can be found on the Company's website at: http://www.intercars.com.pl in the IR – Corporate Governance tab.
Section 29.3 of the Rules of the Warsaw Stock Exchange
- Robert Kierzek - President of the Management
- Board Wojciech Milewski - Member of the Management Board
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