| Pursuant to Article 29.3 of the Rules of the Warsaw Stock Exchange, AB INTER RAO Lietuva presents the report on compliance with the detailed principles of the "Best Practice for GPW Listed Companies 2016" Disclosure Policy, Investor Communications I.Z.1.3. a chart showing the division of duties and responsibilities among members of the management board drawn up according to principle II.Z.1; The Company does not apply this principle. Under Lithuanian Corporate Law, the management board functions and responsibilities are not required to be divided among management board members. I.Z.1.6. information on the dates of corporate events leading to the acquisition or limitation of rights of a shareholder, information on the dates of publication of financial reports and other events relevant to investors, within a timeframe enabling investors to make investment decisions; The Company does not apply this principle. The Company considers providing such information to investors. I.Z.1.11. information about the content of the company’s internal rule of changing the company authorised to audit financial statements or information about the absence of such rule; The Company does not apply this principle. According to Lithuanian law, the audit firm is selected by the annual general meeting of the Company's shareholders (the "Annual General Meeting") to perform the audit of annual financial statements. The Supervisory Board, the Management Board and the shareholders having at least 1/20 of votes may at any time prior to or during the Annual General Meeting suggest in writing or by means of electronic communication the audit firm, therefore such rule is not required and the Company has not adopted any rules regarding the issue. I.Z.1.14. materials provided to the general meeting, including assessments, reports and positions referred to in principle II.Z.10, tabled to the general meeting by the supervisory board; The Company does not apply this principle. The Company only partially complies with this principle, as according to Lithuanian law, the Supervisory Board is not required to draw up such an assessment or report or issue such opinions. I.Z.1.15. information about the company’s diversity policy applicable to the company’s governing bodies and key managers; the description should cover the following elements of the diversity policy: gender, education, age, professional experience, and specify the goals of the diversity policy and its implementation in the reporting period; where the company has not drafted and implemented a diversity policy, it should publish the explanation of its decision on its website; The Company does not apply this principle. Even though there is no such policy in the Company established, the Company puts its best efforts to comply with general principals. Also a diverse among others in terms of gender is ensured as currently, there are two women in governing bodies of the Company, Ms Karina Tsurkan, is the chairwoman of the Management Board and Ms Evgeniya Popova on 29 April 2016 was elected to Supervisory Board of the Company and she is the chairwoman of the Supervisory Board. I.Z.1.20. an audio or video recording of a general meeting; The Company does not apply this principle. No such recordings are required under Lithuanian Corporate Law. Management Board, Supervisory Board II.Z.1. The internal division of responsibilities for individual areas of the company’s activity among management board members should be clear and transparent, and a chart describing that division should be available on the company’s website. The Company does not apply this principle. Under Lithuanian Corporate Law, the management board functions and responsibilities are not required to be divided among management board members. II.Z.3. At least two members of the supervisory board should meet the criteria of being independent referred to in principle II.Z.4. The Company does not apply this principle. As of the date of this report there are no independent members elected to the Supervisory Board of the Company and consequently the audit committee is not formed in the Company. The Company is putting its best efforts to comply with this principle and have at least one independent member of the Supervisory Board as it is required under the Lithuanian laws. II.Z.4. Annex II 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 applies to the independence criteria of supervisory board members. Irrespective of the provisions of point 1(b) of the said Annex, a person who is an employee of the company or its subsidiary or affiliate or has entered into a similar agreement with any of them cannot be deemed to meet the independence criteria. In addition, a relationship with a shareholder precluding the independence of a member of the supervisory board as understood in this principle is an actual and significant relationship with any shareholder who holds at least 5% of the total vote in the company. The Company does not apply this principle. As of the date of this report there are no independent members elected to the Supervisory Board of the Company and consequently the audit committee is not formed in the Company. The Company is putting its best efforts to comply with this principle and have at least one independent member of the Supervisory Board as it is required under the Lithuanian laws. II.Z.7. Annex I to the Commission Recommendation referred to in principle II.Z.4 applies to the tasks and the operation of the committees of the Supervisory Board. Where the functions of the audit committee are performed by the supervisory board, the foregoing should apply accordingly. The Company does not apply this principle. As of the date of this report there are no independent members elected to the Supervisory Board of the Company and consequently the audit committee is not formed in the Company. The Company is putting its best efforts to comply with this principle and have at least one independent member of the Supervisory Board as it is required under the Lithuanian laws. II.Z.8. The chair of the audit committee should meet the independence criteria referred to in principle II.Z.4. The Company does not apply this principle. As of the date of this report there are no independent members elected to the Supervisory Board of the Company and consequently the audit committee is not formed in the Company. The Company is putting its best efforts to comply with this principle and have at least one independent member of the Supervisory Board as it is required under the Lithuanian laws. II.Z.10.1. an assessment of the company’s standing including an assessment of the internal control, risk management and compliance systems and the internal audit function; such assessment should cover all significant controls, in particular financial reporting and operational controls; The Company does not apply this principle. The Company only partially complies with this principle, as according to Lithuanian law, the Supervisory Board is not required to draw up such an assessment or report or issue such opinions. II.Z.10.2. a report on the activity of the supervisory board containing at least the following information:
The Company does not apply this principle. The Company only partially complies with this principle, as according to Lithuanian law, the Supervisory Board is not required to draw up such an assessment or report or issue such opinions. II.Z.10.3. an assessment of the company’s compliance with the disclosure obligations concerning compliance with the corporate governance principles defined in the Exchange Rules and the regulations on current and periodic reports published by issuers of securities; The Company does not apply this principle. The Company only partially complies with this principle, as according to Lithuanian law, the Supervisory Board is not required to draw up such an assessment or report or issue such opinions. II.Z.10.4. an assessment of the rationality of the company’s policy referred to in recommendation I.R.2 or information about the absence of such policy. The Company does not apply this principle. The Company only partially complies with this principle, as according to Lithuanian law, the Supervisory Board is not required to draw up such an assessment or report or issue such opinions. II.Z.11. The supervisory board should review and issue opinions on matters to be decided in resolutions of the general meeting. The Company does not apply this principle. The Company only partially complies with this principle, as according to Lithuanian law, the Supervisory Board is not required to draw up such an assessment or report or issue such opinions. Internal Systems and Functions III.Z.1. The company’s management board is responsible for the implementation and maintenance of efficient internal control, risk management and compliance systems and internal audit function. The Company does not apply this principle. Under Lithuanian Corporate Law, the management board is not responsible for these functions and no separate units have to be established in the company for this purpose. The Audit Committee is established in the Company which supervises and considers accounting, internal control and risk management, as well as auditing activities of the Company, performs an independent and unbiased supervision of the audit but currently the audit committee is not formed. III.Z.2. Subject to principle III.Z.3, persons responsible for risk management, internal audit and compliance should report directly to the president or other member of the management board and should be allowed to report directly to the supervisory board or the audit committee. The Company does not apply this principle. Under Lithuanian Corporate Law, the management board is not responsible for these functions and no separate units have to be established in the company for this purpose. The Audit Committee is established in the Company which supervises and considers accounting, internal control and risk management, as well as auditing activities of the Company, performs an independent and unbiased supervision of the audit but currently the audit committee is not formed. III.Z.3. The independence rules defined in generally accepted international standards of the professional internal audit practice apply to the person heading the internal audit function and other persons responsible for such tasks. The Company does not apply this principle. Under Lithuanian Corporate Law, the management board is not responsible for these functions and no separate units have to be established in the company for this purpose. The Audit Committee is established in the Company which supervises and considers accounting, internal control and risk management, as well as auditing activities of the Company, performs an independent and unbiased supervision of the audit but currently the audit committee is not formed. III.Z.4. The person responsible for internal audit (if the function is separated in the company) and the management board should report to the supervisory board at least once per year with their assessment of the efficiency of the systems and functions referred to in principle III.Z.1 and table a relevant report. The Company does not apply this principle. Under Lithuanian Corporate Law, the management board is not responsible for these functions and no separate units have to be established in the company for this purpose. The Audit Committee is established in the Company which supervises and considers accounting, internal control and risk management, as well as auditing activities of the Company, performs an independent and unbiased supervision of the audit but currently the audit committee is not formed. III.Z.5. The supervisory board should monitor the efficiency of the systems and functions referred to in principle III.Z.1 among others on the basis of reports provided periodically by the persons responsible for the functions and the company’s management board, and make an annual assessment of the efficiency of such systems and functions according to principle II.Z.10.1. Where the company has an audit committee, it should monitor the efficiency of the systems and functions referred to in principle III.Z.1, which however does not release the supervisory board from the annual assessment of the efficiency of such systems and functions. The Company does not apply this principle. Under Lithuanian Corporate Law, the management board is not responsible for these functions and no separate units have to be established in the company for this purpose. The Audit Committee is established in the Company which supervises and considers accounting, internal control and risk management, as well as auditing activities of the Company, performs an independent and unbiased supervision of the audit but currently the audit committee is not formed. III.Z.6. Where the company has no separate internal audit function in its organisation, the audit committee (or the supervisory board if it performs the functions of the audit committee) should review on an annual basis whether such function needs to be separated. The Company does not apply this principle. Under Lithuanian Corporate Law, the management board is not responsible for these functions and no separate units have to be established in the company for this purpose. The Audit Committee is established in the Company which supervises and considers accounting, internal control and risk management, as well as auditing activities of the Company, performs an independent and unbiased supervision of the audit but currently the audit committee is not formed. General Meeting, Shareholder Relations IV.Z.2. If justified by the structure of shareholders, companies should ensure publicly available real-time broadcasts of general meetings. The Company does not apply this principle. The Company does not enable participation in the General Meeting by using electronic communication means through real-life broadcast and real-time bilateral communication. However, the Company does not exclude that such means will be adopted in the future. Conflict of Interest, Related Party Transactions V.Z.5. Before the company concludes a significant agreement with a shareholder who holds at least 5% of the total vote in the company or with a related party, the management board should request the supervisory board’s approval of the transaction. Before giving its approval, the supervisory board should evaluate the impact of the transaction on the interest of the company. The foregoing does not apply to typical transactions and transactions at arm’s-length made as part of the company’s operations between the company and members of its group. If the decision concerning the company’s significant agreement with a related party is made by the general meeting, the company should give all shareholders access to information necessary to assess the impact of the transaction on the interest of the company before the decision is made. The Company does not apply this principle. In accordance with Lithuanian Corporate Law, the Supervisory Board is not entitled to approve any decisions of the Management Board and approve transactions. Remuneration VI.Z.1. Incentive schemes should be constructed in a way necessary among others to tie the level of remuneration of members of the company’s management board and key managers to the actual long-term financial standing of the company and long-term shareholder value creation as well as the company’s stability. The Company does not apply this principle. The Company has not adopted such policy, since the Company's Group is developing and the number of employees and members of management do not justify implementation of a complex set of rules. VI.Z.2. To tie the remuneration of members of the management board and key managers to the company’s long-term business and financial goals, the period between the allocation of options or other instruments linked to the company’s shares under the incentive scheme and their exercisability should be no less than two years. The Company does not apply this principle. The Company has not adopted such policy, since the Company's Group is developing and the number of employees and members of management do not justify implementation of a complex set of rules. VI.Z.3. The remuneration of members of the supervisory board should not be linked to options or other derivatives or any other variable components, and neither should it be linked to the company’s results. The Company does not apply this principle. The Company has not adopted such policy, since the Company's Group is developing and the number of employees and members of management do not justify implementation of a complex set of rules. VI.Z.4. In this activity report, the company should report on the remuneration policy including at least the following:
The Company does not apply this principle. The Company has not adopted such policy, since the Company's Group is developing and the number of employees and members of management do not justify implementation of a complex set of rules. |
| EN_GPW_dobre_praktyki_AB_INTER_RAO_Lietuva.pdf |
| Data | Imię i Nazwisko | Stanowisko | Podpis | ||
| 2017-03-02 15:13:13 | Giedrius Balciunas | General Director |
EN_GPW_dobre_praktyki_AB_INTER_RAO_Lietuva.pdf
