In compliance with the stipulation in § 29 item 3 of the Warsaw Stock Exchange Rules the Board of Management of Invista SA ( the Company) informs that the Company applied all rules of corporate governance described in the document Good Practices of Companies Listed at GPW (GPCL), constituting the Attachment to the Resolution of the GPW Council no 19/1307/2012 of 21 November 2012 except following rules:
1) Part I GPCL – item 5
“A company should have a remuneration policy and rules of defining the policy. The remuneration policy should in particular determine the form, structure, and level of remuneration of members of supervisory and management bodies (…)”
Justification: The Company doesn’t have remuneration policy and rules of defining it. Remuneration for members of the Supervisory Board is set by General Meeting and remuneration for members of the Management Board is set by the Supervisory Board. The amount of remuneration depends on range of individual duties and responsibilities entrusted individual members of company’s governing bodies.
2) Part I GPCL – item 9 – “The WSE recommends to public companies and their shareholders that they ensure a balanced proportion of women and men in management and supervisory functions in companies (…)”
Justification: The company is in a position that main criteria of election to perform of the functions in the Management Board or in the Supervisory Board should be skills, professionalism and expertise of the applicant to perform particular function, by contrast others factors including sex of the applicant shouldn’t be any determinant in above mentioned range.
Part I GPCL – item 12 – “A company should enable its shareholders to exercise the voting right during a General Meeting either in person or through a plenipotentiary, outside the venue of the General Meeting, using electronic communication means.”
Part II GPCL – item 1(9a) - "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."
Part IV GPCL – item 10 – “ A company should enable its shareholders to participate in a General Meeting using electronic communication means through:
1) real-life broadcast of General Meetings;
2) real-time bilateral communication where shareholders may take the floor during a General Meeting from a location other than the General Meeting. “
Justification: Above mentioned rules will not be applied due to high cost of services and lack of inclination of minority shareholders towards participation in Company’s general meetings.
Part II GPCL – item 2 “A company should ensure that its website is also available in English, at least to the extent described in section II.1. “
Justification: Above mentioned rule is not applied and it will not be applied due to cost of services related to it. The Company will be published on its website basic informations about the Company translated into English, however in narrow range then it is described in Part II item 2 GPCL.
Above mentioned rule will not be applied also due to expected shareholders structure (the vast majority of Polish shareholders).
Part III GPCL – item 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. “
Justification: In Supervisory Board of the Company was only one person fulfilling criteria of being independent.
Simultaneously the Company doesn’t exclude possibility of applying above mentioned rules in future and the Board of Management intends to observe in a constant way majority of corporate governance rules described in the document Good Practices of Companies Listed at GPW .
Information on the participation of women and men in the Management Board and Supervisory Board of INVISTA S.A. between 2014 and 2014
Due to provisions of Good Practices of Companies Listed at GPW described in Part II item 1(2a), according which a company is obliged on an annual basis, in the fourth quarter, published on a corporate website information about the participation of women and men respectively in the Management Board and in the Supervisory Board of the company in the last two years, Invista S.A. hereby informs that between 2013 and 2014 the Board of Mangament as well as its Supervisory Board consist exclusively of men.
The rule of changing the Auditor
The company applies rule related to changing of the key certified auditor every 5 years due to obligations set ahead of auditors described in Article 89 of the Act of 7 May 2009 on certified auditors and their self-governing body, entities authorized to audit financial statements and on the public supervision,
Pursuant to § 14 item 1 (1) of the Statute of Invista the competences of the Supervisory Board include the selection of a certified auditor to audit the financial statement.
INVISTA SA | ul. Emilii Plater 14/14-18, 00-669 Warszawa | tel. +48 22 127 54 22 | fax. +48 22 121 12 04