There are two olityermanent Supervisory Board committees, whose role is to provide advice to the Supervisory Board: Remuneration Committee and Audit Committee.

The Audit Committee is responsible in particular for:

• monitoring the financial reporting process
• monitoring the effectiveness of the internal control, internal audit and risk management systems
• monitoring the financial oversight functions
• monitoring the independence of the auditor
• recommending an auditor to the Supervisory Board.

The Members of the Audit Committee that meet the independence criteria in line with art. 129 sec. 3 of the Act of 11 May 2017 on statutory auditors, audit firms and public oversight (Journal of Laws No. 1089) are the Chairman of the Audit Committee Mr. Maciej Jankiewicz and the member of Audit Committee Mr. Piotr Szczepiórkowski.

The Members of the Audit Committee that meet the independence criteria in line with Appendix 2 to the European Commission Recommendation of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board (2005/162/EC) are Mr. Maciej Jankiewicz and Mr. Piotr Szczepiórkowski.

The members of the Audit Committee have the qualifications and experience in the field of financial terms and the industry in which the Issuer operates.

The Remuneration Committee is responsible in particular for:

• creating draft agreements where new Management Board members are hired
• tracking delivery of the Management Board’s remuneration system in accordance with the Management Board Remuneration Regulations
• recommending bonus payments to the Management Board
• monitoring the payment of other contractual benefits to the Management Board members.

Corporate governance is a system of rules of conduct for company organs, members of such organs, and majority and minority shareholders. Corporate governance rules relate to broadly defined corporate management.

Corporate governance rules for companies listed in Poland have been developed by the stock exchange. Since 1 January 2016, the Company has been applying the new Best Practice for WSE Listed Companies (DPSN 2016). The document is available from the WSE’s corporate governance web page at www.corp-gov.gpw.pl.

Details of other reports concerning compliance with the Best Practice for WSE Listed Companies are presented in the Reports tab.

Other corporate governance disclosures:

Representation of men and women on the Management and Supervisory Boards of KOGENERACJA S.A. during the years 2014–2018

The Management Board announces that the selection of the entity authorized to audit financial statements is in accordance with the Act on statutory auditors and their self-government, entities authorized to audit financial statements and public supervision, dated 7 May 2009 (Journal of Laws of 2009. No. 77, pos. 649). The Company did not establish additional rules relating to the above issues.

Promoting diversity includes any forms of activity designed to accept and effectively use diversity in the organisation, namely differences in such aspects as: gender, age, origin, skills, appearance, religion, opinions, sexual orientation, disability or work-life balance.

By promoting the idea of diversity KOGENERACJA S.A. wishes in particular to draw its employees’ attention to the following four issues:

• gender equality
• age diversity at work
• work-life balance
• professional integration of the disabled.

The purpose of diversity management is to create a working environment that will be conducive to professional and personal development, building an atmosphere of respect and tolerance for diversity, thus contributing the effectiveness of the organization and its capacity for innovation as well as being a response to the Company’s CSR mission.

The Company undertakes actions aimed at selected employee groups:

• the Women’s Network which is aimed at supporting professional development of women in the organisation through: a cycle of specialist upskilling training courses, conferences, etc
• the Company adopted the rule of promoting diversity in its recruitment process;
• project Ready for the future as a response to generational replacement in the Company;
• promotion of initiatives that favour health and work-life balance.

The Company’s approach to the question of diversity is communicated both internally and externally:

• KOGENERACJA is a signatory of the Diversity Charter, an international initiative promoted by the European Commission, which imposes an obligation on organisations to operate a policy of equal treatment and diversity management, to ensure equality of access to promotions and training courses and to actively counteract discrimination and bullying at the workplace;
• issued the Practical diversity management guide for managers;
• conducted a campaign devoted to stereotypes about gender, disabilities and access to promotions (May 2015);
• annual celebrations of the Diversity Day;
• implemented a process of monitoring and reporting by age, gender, employment, education and salaries (a monthly process);
• issued Ani-bullying Rules, held training for managers, Management Board members and Ethics Council members on the idea of bullying-free work environment.

As a WSE-listed company KOGENERACJA S.A. is covered by the Warsaw Stock Exchange Rules and publishes the reports on the application of corporate governance principles as integral part of the annual Management Board Report on activities.