Corporate governance rules
Capitals:
Corporate governance at ORLEN.
ORLEN is a company listed on the Warsaw Stock Exchange (the “WSE”), and therefore the Company applies the corporate governance principles adopted by the WSE in the form of the “Code of Best Practice for WSE Listed Companies 2021” (“2021 Code of Best Practice”). The 2021 Code of Best Practice is available on the WSE website https://www.gpw.pl/best-practice2021, and on the ORLEN corporate website section dedicated to the Company’s shareholders www.orlen.pl/en/investor-relations/about-the-company/corporate-governance.
ORLEN does not permanently apply the following four principles from the 2021 Code of Best Practice: 2.1., 2.2., 2.11.6., 4.1. (concerning the diversity policy and virtual or hybrid general meetings).
In accordance with the "comply or explain" approach, ORLEN provided an explanation on July 29th 2021 as to why it does not adhere to the following principles.
2.1., 2.2., 2.11.6. on the diversity policy:
At ORLEN, the diversity policy relating to the Company’s employees is covered by a range of internal documents. However, there is currently no formal diversity policy for the ORLEN Management Board and Supervisory Board. The Company annually discloses diversity metrics for its supervisory and management bodies within the Group. The gender diversity ratio is not applied in the Company’s diversity management practices. The gender diversity requirement of the Code of Good Practice is met by the Company’s Supervisory Board, which has a minority share of no less than 30%, but not by the ORLEN’s Management Board.
4.1. concerning virtual general meetings (e-meetings):
The Company has not received any requests from shareholders to hold a virtual General Meeting so far. On two occasions, the Company’s Management Board proposed that the shareholders introduce provisions to the Articles of Association and Rules of Procedure for the General Meeting to enable holding virtual General Meetings. The proposal was not approved by the Shareholders at the Annual General Meetings held on June 29th 2011 and May 30th 2012. The non-compliance with this principle will not affect the reliability of the Company’s disclosure policy, nor will it hinder Shareholders’ participation in General Meetings.
On May 25th 2022, ORLEN issued a current report disclosing an incidental breach of two principles of 2021 Code of Best Practice, numbered 4.8 and 4.9.1. The breach occurred when a shareholder of the Company submitted a draft resolution and proposed nominations for members of the Supervisory Board during the Annual General Meeting.
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ORLEN Group 2022 Integrated Report
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