› Quotations
› 2010
- The Company adopted the corporate governance principles specified in the document entitled “Dobre Praktyki Spółek Notowanych na GPW” [Good practices of listed companies], adopted on May 19, 2010 by the Supervisory Board of Giełda Papierów Wartościowych SA in Warszawa by resolution no. 17/1249/2010, available to the public at the Exchange website: http://corp-gov.gpw.pl.
In 2010 the Company did not apply the following rules specified in the above-mentioned document:
- Rule specified in Section III item 6
RULE: "6. At least two members of the supervisory board should be independent of the company and entities related to the company in a significant way. Enclosure II to the Recommendation of the European Commission of February 15, 2005 on the role of non-executive directors, or supervisory directors of listed companies and on the (supervisory) board committee applies to independence criteria to be met by supervisory board members. Irrespective of the provisions of item b) of the above-mentioned Enclosure, a person being an employee of the Company, a subsidiary or an associated entity does not meet the independence criteria referred to in the Enclosure. Moreover, in the meaning of this principle, a connection with a shareholder, excluding the independence of a supervisory board member, is understood as actual and significant connection with a shareholder with a right to exercise at least 5% of the total number of votes at a general meeting".
COMMENT:There are no Supervisory Board Members of STALPROFIL SA that would meet the independence criteria. All the SB Members are related to the main shareholders of the Company. The Company has three major shareholders holding 77.5% of votes at the General Meeting. Supervisory Board Members are persons related to those shareholders. The Company’s management is of the opinion that it facilitates correct and efficient implementation of the Company’s development strategy which covers the interests of all shareholder groups, and other groups connected with the Company’s business. The issuer will start to follow this principle upon obtaining information on the appointment of Supervisory Board members who meet the criteria of independence.
- Rule specified in Section III item 8
RULE: „8. Enclosure I to the Recommendation of the European Commission of February 15, 2005 on the role of non-executive directors (…) should apply to tasks and functioning of committees within the supervisory board.”
COMMENT: Only one committee functions within the Supervisory Board of Stalprofil SA i.e. the Audit Committee. The composition of the Audit Committee does not follow Enclosure I to the Recommendation of the European Commission of February 15, 2005, as none of the committee's members meets the independence criteria in the meaning of Enclosure II to the Recommendation of the European Commission of February 15, 2005 on the role of non-executive directors or being members of the supervisory boards of listed companies and (supervisory) board committees.
Persons on the Audit Committee meet the independence criteria described in Art. Art. 56 clause 3 items 1, 3 & 5 of the Act of May 7, 2009 on chartered auditors and their management, entities authorized to examine financial statements, and on public supervision.
The Audit Committee functions on the basis of its Regulations approved by the Supervisory Board on December 15, 2009. Adoption of the Audit Committee's Regulations, drawn up on the basis of said Enclosure I to the Recommendation of the European Commission is the first stage of implementing the functioning principles and tasks for the review committees specified therein.
Full implementation of Enclosure I to the Recommendation of the European Commission of February 15, 2005 may occur after information on the appointment of Supervisory Board members who meet the criteria of independence has been obtained.
- Information on the basic characteristics of internal control and risk management systems applied by the Company with respect to the process of preparing financial statements
Obligations related to the management of corporate risk in the Company are fulfilled by the Management Board, managers and other employees. Company's Management Board acts, on a day-to-day basis, towards identification and monitoring of business areas exposed to risks, and ensuring adequate security reducing risk levels.
Control mechanisms cover the manner in which Company employees perform their duties, in particular: qualifications, competences and compliance of the tasks performed with principles and procedures developed for individual areas in which the Company functions. The control mechanisms are incorporated both in internal normative acts, procedures and the IT system for company management.
Internal control system applying to the process of preparing financial statements is fulfilled by the Management Board, Chief Accountant and other employees. The purpose of the internal control is to ensure compliance of the prepared statements with books, documents and effective accounting regulations, and to present the results of business activity and the property and financial situation of the Company in line with the actuality. The controls consist in, among others, analytical review of important balances and comparing them to the previous periods, review of whether or not the information from departments is complete and correct, monitoring of whether or not activities necessary to close the reporting period are complete and performed on time.
Control activities are conducted on a day-to-day basis as part of responsibilities and obligations of individual employees of the Company when the management checks the correctness of tasks performed by subordinate employees, in particular their compliance with effective law and internal regulations, and when specific procedures and internal legal acts are developed by paying special attention to ensuring adequate control mechanisms. Potential identified irregularities are corrected on a day-to-day basis by authorized employees of the Company.
Financial statements, including Company’s periodic reports, are prepared in line with effective law regulations and the accounting policy adopted by the Company. Documentation approved by the Management Board for the use in the Company includes:
- General principles of keeping accounting books,
- Acknowledged methods of recording, evaluation, settlement and reporting,
- List of general ledger accounts and principles of posting business transactions on the accounts,
- Principles of keeping auxiliary books, and linking them to general ledger accounts,
- List of documents being accounting books on electronic data carriers,
- Software with information on its intended use, principles of data protection, and other documentation related to data processing.
Financial statements are drawn up by a team led by the Chief Accountant, and are then verified by the Management Board which approves them in line with internal regulations.
An important role in a continuous and multi-stage internal audit process in the Company is performed by the Audit Committee appointed by the Supervisory Board on September 28, 2009. The tasks of the Audit Committee include among others the monitoring of the financial reporting system, performing financial audits and monitoring the efficiency of internal control systems, internal audit and risk management.
- Holders of all securities offering special control rights and information on those rights. Limitations concerning the transfer of the ownership title to issuer’s securities
4 000 000 of the shares of Stalprofil S.A, A series, are preferred registered shares i.e. one share carries five votes at the General Meeting. The table below presents the shareholders’ structure – A series shares, as on December 31, 2009:
| Shareholder | Number of A series shares |
| ArcelorMittal Poland S.A. | 1 360 000 |
| MZZ Pracowników Arcelor Mittal Dąbrowa Górnicza | 1 320 000 |
| MOZ NSZZ „Solidarność” Mittal Steel Poland S.A. | 1 320 000 |
| Total | 4 000 000 |
Stalprofil did not issue any securities offering special rights, including control rights, or those subject to limitations in scope of transferring the ownership title.
- Limitations as to exercising the voting right
There are no limitations whatsoever as to exercising the voting right which arises from holding issuer's shares.
- Information on the functioning of the General Meeting, its basic powers and shareholders’ rights, as well as the manner of exercising those rights
The General Meeting of STALPROFIL SA acts in line with its Regulations available at the Company’s website (stalprofil.com.pl). Provisions of the Commercial Companies Code and other legal acts, as well as the provisions of the Company's Statute shall apply to issues not governed by the present Regulations.
The basic rights of the General Meeting of STALPROFIL S.A. include passing resolutions on:
a) approving the Management Board report on the Company’s activity, and the financial statement for the previous financial year,
b) granting a vote of approval to members of the Company bodies for the performance of their duties,
c) profit appropriation, or the manner of covering loss,
d) appointing and recalling the Supervisory Board or its individual members, and determining the form and the amount of their remuneration,
e) amendments to the Company’s Statute, including significant changes in the Company’s business objectives, and on authorizing the Management Board to raise the initial capital up to the value of the target capital,
f) selling the company or its organized part,
g) mergers, transformations, dissolution or liquidation of the Company,
The General Meeting may pass resolutions only on matters included in its agenda.
Draft resolutions to be passed by the General Meeting, and other important materials should be presented to shareholders together with justification and an opinion of the Supervisory Board if such opinion is necessary, prior to the General Meeting to enable the concerned parties to read the materials and assess them.
Chairman of the General Meeting should ensure that resolutions are formulated in a way enabling each person entitled to vote, who does not agree with the subject of the resolution, to challenge the resolution. Person challenging a resolution shall have a possibility to briefly justify their claim.
A participant of the General Meeting shall have a right to one address and one reply with respect to each item of the agenda and each discipline-related matter.
Members of the Supervisory Board and the Management Board, as well as the Company's chartered auditor should provide the participants of the General Meeting with explanations and information on the Company, to an extent corresponding to their competences, and in a scope necessary to decide on issues discussed by the General Meeting.
The following have a right to participate in the General Meeting with a right to vote:
a) shareholders holding registered shares, provided that they have been entered into the shares ledger at least one week prior to the date of the General Meeting,
b) shareholders holding bearer shares, if they hold such shares 16 days prior to the date of the General Meeting (registration date) and if they have notified the entity running a securities account for them on participation in the meeting not earlier than after the announcement on convening the General Meeting and not later than on the first business day after the registration date,
c) plenipotentiaries of shareholders entitled to participated in the General Meeting provided they have submitted a written or electronic (to biuro@stalprofil.com.pl) power of attorney beforehand. The notification of a shareholder that they have granted a power of attorney using means of electronic communication should have the form of a PDF document sent to the Company's address biuro@stalprofil.com.pl. The notification should include information making it possible to verify the identity of the person giving a power of attorney and the plenipotentiary.
A share shall carry one vote at the General Meeting. In case of preferred shares issued by the Company before January 1, 2001, one share carries five votes at the General Meeting.
- Description of principles followed with respect to amending the Company’s statute, appointing, recalling members of the management and their rights, as well as the functioning of management, supervisory or administrative bodies, and their committees.
The Company does not follow any other specific principles concerning amendments to the statute that would differ from the principles specified in the commercial companies code. Supervisory Board expresses its opinion on each amendment to the statute which is then approved by the Company’s General Meeting.
The Management Board consists of two to four members appointed by virtue of a resolution passed by the Supervisory Board for a term of office lasting five years. Resolutions on recalling or appointing individual members of the Management Board are passed by the qualified majority of votes i.e. 5/7 of votes present, in the presence of at least six members of the Supervisory Board. Any statements on behalf of the Company shall be made by two members of the Management Board acting jointly or by one member of the Management Board acting jointly with the commercial proxy.
The Supervisory Board consists of seven members appointed by virtue of a resolution of the General Meeting for a joint term of office lasting five years. Supervisory Board appoints, from among its members, and recalls in a secret ballot the Chairman and the Vice Chairman. Supervisory Board passes resolutions by absolute majority of votes present, in the presence of at least 5 Board members, except for resolutions on appointing or dismissing individual Management Board members or the entire Management Board, which are passed in the presence of 6 Board members by qualified majority of votes (see above).
The Management Board and the Supervisory Board of STALPROFIL S.A. act in line with the Company Statute and its Regulations available on the Company's website (www.stalprofil.com.pl).
Only one committee functions within the Supervisory Board of Stalprofil SA i.e. the Audit Committee, appointed by the Supervisory Board on July 13, 2010. The composition of the Audit Committee is as follows:
- Tomasz Ślęzak, Audit Committee Chairman,
- Jacek Zub, Audit Committee Member,
- Gaetan Stiers, Audit Committee Member,
Audit Committee acts on the basis of Regulations approved by the Supervisory Board, and in line with the adopted annual Schedule of Regular Meetings. The tasks of the Audit Committee include among others the monitoring of the financial reporting system, performing financial audits and monitoring the efficiency of internal control systems, internal audit and risk management.
- Composition of the Company’s managing and supervisory bodies, as well as changes thereto recorded over the last financial year
On June 23, 2010, due to the expiry of the term of office of the Supervisory Board, the Annual General Shareholders' Meeting of Stalprofil S.A. appointed the same persons to the Supervisory Board for the next 5-year term of office.
Supervisory Board composition as on December 31, 2010 was as follows:
- Stefan Dzienniak, Supervisory Board Chairman,
- Jacek Zub, Supervisory Board Vice Chairman,
- Marcin Gamrot, Supervisory Board Member,
- Jerzy Goinski, Supervisory Board Member,
- Jarosław Kuna, Supervisory Board Member,
- Gaetan Stiers, Supervisory Board Member,
- Tomasz Ślęzak, Supervisory Board Member,
Composition of the Management Board of STALPROFIL S.A. did not change in 2010 and was as follows on December 31, 2010:
- Jerzy Bernhard, Management Board President, General Director,
- Zdzisław Mendelak, Management Board Vice President, Commercial Director,
- Henryk Orczykowski, Management Board Vice President, Business Development Director,
- Sylwia Potocka-Lewicka, Management Board Vice President, Financial Director.
