English versionWersja polska
Report relating to Agora SA compliance with the corporate governance rules in 2008
10-04-2009
Pursuant to §29, section 5 of the Rules of the Warsaw Stock Exchange ("WSE") Regulations and to resolution No. 103/2007 of the management board of the Warsaw Stock Exchange, Agora SA ("Agora", "Company") hereby announces the following report on the Company's compliance with the corporate governance rules included in the attachment to the resolution No. 12/1170/2007 of the Supervisory Board of the Warsaw Stock Exchange dated July 4, 2007 entitled Code of Best Practice for WSE Listed Companies.
The report on Agora's compliance with the corporate governance rules in 2008 was incorporated into the Company's annual report and placed on Agora's website and is to be found at the Company's corporate website.
The Company has endeavoured to ensure all shareholders equal access to information on the Company. The Company's efforts to achieve full transparency have been implemented by means of compliance with the corporate governance rules since Good Practices of Public Companies 2002 came into force.
The Company discloses current and periodical reports, which are subsequently published on the corporate website. On the Company's corporate website one can also find a list of the most important events, presentations of Company's financial results, conference call recordings concerning the aforementioned results and also information on current events in the Company.
The Company prepares quarterly presentations of its financial results, which are then discussed with analysts and investors during conference calls and/or meetings. Such discussions enable everyone interested access to information on the Company and give the possibility to meet the Company's management.
Meeting the expectations of the capital market, in 2004 Agora, as one of the first companies listed on WSE, introduced the rule on restricted external communication with the capital market participants before publication of financial results. According to the aforementioned rule, two weeks before publication of quarterly results, the representatives of the Company do not conduct any talks and do not participate in any meetings with analysts and investors. The purpose of this rule is to increase transparency and to ensure equal access to the information on the Company before the publication of financial results.
Listing of the corporate governance rules that weren't observed by the issuer including the circumstances and reasons for their rejection as well as the remedy of its possible effects and the way the Company is to eliminate risk of not applying the rule or measures the company is to take in order to reduce risk of not applying the rule in the future.
From among the rules published in the Code of Best Practice for WSE Listed Companies being in force since January 1, 2008, Agora would like to explain the way of observing the following rules:
1. Part II: Best Practice for management boards of Listed Companies
point 6: annual reports on the activity of the Supervisory Board, including the work of its committees, together with the evaluation of the work of the Supervisory Board. Evaluation of the internal control system and the significant risk management system submitted by the Supervisory Board is an inseparable element of the aforementioned reports;
As of the day of publication of the annual report for the financial year 2008, the Company hasn't published the annual report on the activity of the Supervisory Board. The Company applied an interpretation that the annual report on the activity of the Supervisory Board is to be published for the first full year the Code of Best Practice for WSE Listed Companies is binding i.e. for the year 2008. After the approval of the 2008 activity report by the Supervisory Board, the Company will immediately publish the aforementioned report on its corporate website.
2. Part II: Best Practice for management boards of Listed Companies
point 7: shareholders' questions on issues on the agenda submitted before and during a General Meeting of Shareholders ("questions") together with answers to those questions;
According to the recommendation of transparency and effective information policy, the Company transmitted its General Meetings of Shareholders via the Internet (in Polish and in English ). Everyone interested, by means of the Internet, could watch the course of the General Meeting of Shareholders of Agora and listen to all the questions concerning issues on the agenda posed during the meeting along with the answers. All the questions asked before the beginning of the General Meeting of Shareholders, by the media representatives or by shareholders, were immediately answered by the Company. Additionally, the media representatives were present during the meeting and could follow its course.
Since April 6, 2009 all the archive files with the recorded course of AGMs, from the years 2008 and 2009, including all the questions and answers posed during Agora's AGMs, have been published on the Company's corporate website. Additionally, since 2009, the Company will publish, on its corporate website, questions, concerning issues on the agenda of the AGM, posed by shareholders before the beginning of the AGM, along with the answers attached to them.
Description of the General Meeting of Shareholders and its fundamental authorizations as well as the rights of shareholders and their execution.
The General Meeting of Shareholders of Agora SA acts in compliance with the Commercial Companies Code and the Statutes of Agora SA. The Statutes of the Company stipulates adoption by the General Meeting of Shareholders regulations defining its functioning (§ 16 of the Statutes). Adopting, amending or rejecting the regulations requires three quarters of votes cast. Such regulations were adopted and can be found at the following URL address: http://www.agora.pl/agora_eng/1,67052,1659254.html . The General Meeting of Shareholders is convened through an announcement in "Court and Economic Monitor " and also by means of a current report.
Unless the provisions of the Commercial Companies Code and the Company's Statutes provide otherwise, the resolutions of the General Meeting of Shareholders are adopted by an absolute majority of votes cast, whereby refraining from voting is treated as a vote cast. According to the § 15 of the Statutes, resolutions concerning merger of the Company with another entity, other forms of consolidation that are or will be permitted by law and division of the Company are adopted by the absolute majority of three quarters of votes cast. The same rule applies to settlements concerning the remuneration of the Supervisory Board members, including individual remuneration of those members who were elected to a continuous supervisory. The absolute majority of three quarters of votes cast in the presence of shareholders representing at least 50 % of the Company's share capital, is required for resolutions concerning removal of matters from the agenda of the General Meeting of Shareholders. When the aforementioned removal is submitted by the Management Board of the Company an absolute majority of votes cast shall be required to adopt such a resolution. Purchase and sale of property, perpetual usufruct or share in property shall not require a resolution of the General Meeting of Shareholders.
In accordance with § 15 item 4 of the Company's Statutes, removal of any matters from the agenda of the General Meeting of Shareholders on request placed on the basis of Article 400 of the Commercial Companies Code by a shareholder, representing at least one tenth of the Company's share capital, shall require consent of the shareholder who made such a request. Adoption of a resolution relating to shareholder's responsibility to the Company, no matter the reason, shall require an absolute majority of three quarters of votes cast in the presence of shareholders representing at least 50% of all Company's shares entitling to adoption of such a resolution.
In accordance with § 17 of the Company's Statutes none of the shareholders may exercise more than 20 % of the overall number of votes at the General Meeting of Shareholders. The above mentioned restriction is not effective when establishing obligations of purchasers of substantial stakes, stipulated in the Law on Public Trading of Securities. The aforementioned restriction shall also not apply to:
The report on Agora's compliance with the corporate governance rules in 2008 was incorporated into the Company's annual report and placed on Agora's website and is to be found at the Company's corporate website.
The Company has endeavoured to ensure all shareholders equal access to information on the Company. The Company's efforts to achieve full transparency have been implemented by means of compliance with the corporate governance rules since Good Practices of Public Companies 2002 came into force.
The Company discloses current and periodical reports, which are subsequently published on the corporate website. On the Company's corporate website one can also find a list of the most important events, presentations of Company's financial results, conference call recordings concerning the aforementioned results and also information on current events in the Company.
The Company prepares quarterly presentations of its financial results, which are then discussed with analysts and investors during conference calls and/or meetings. Such discussions enable everyone interested access to information on the Company and give the possibility to meet the Company's management.
Meeting the expectations of the capital market, in 2004 Agora, as one of the first companies listed on WSE, introduced the rule on restricted external communication with the capital market participants before publication of financial results. According to the aforementioned rule, two weeks before publication of quarterly results, the representatives of the Company do not conduct any talks and do not participate in any meetings with analysts and investors. The purpose of this rule is to increase transparency and to ensure equal access to the information on the Company before the publication of financial results.
Listing of the corporate governance rules that weren't observed by the issuer including the circumstances and reasons for their rejection as well as the remedy of its possible effects and the way the Company is to eliminate risk of not applying the rule or measures the company is to take in order to reduce risk of not applying the rule in the future.
From among the rules published in the Code of Best Practice for WSE Listed Companies being in force since January 1, 2008, Agora would like to explain the way of observing the following rules:
1. Part II: Best Practice for management boards of Listed Companies
point 6: annual reports on the activity of the Supervisory Board, including the work of its committees, together with the evaluation of the work of the Supervisory Board. Evaluation of the internal control system and the significant risk management system submitted by the Supervisory Board is an inseparable element of the aforementioned reports;
As of the day of publication of the annual report for the financial year 2008, the Company hasn't published the annual report on the activity of the Supervisory Board. The Company applied an interpretation that the annual report on the activity of the Supervisory Board is to be published for the first full year the Code of Best Practice for WSE Listed Companies is binding i.e. for the year 2008. After the approval of the 2008 activity report by the Supervisory Board, the Company will immediately publish the aforementioned report on its corporate website.
2. Part II: Best Practice for management boards of Listed Companies
point 7: shareholders' questions on issues on the agenda submitted before and during a General Meeting of Shareholders ("questions") together with answers to those questions;
According to the recommendation of transparency and effective information policy, the Company transmitted its General Meetings of Shareholders via the Internet (in Polish and in English ). Everyone interested, by means of the Internet, could watch the course of the General Meeting of Shareholders of Agora and listen to all the questions concerning issues on the agenda posed during the meeting along with the answers. All the questions asked before the beginning of the General Meeting of Shareholders, by the media representatives or by shareholders, were immediately answered by the Company. Additionally, the media representatives were present during the meeting and could follow its course.
Since April 6, 2009 all the archive files with the recorded course of AGMs, from the years 2008 and 2009, including all the questions and answers posed during Agora's AGMs, have been published on the Company's corporate website. Additionally, since 2009, the Company will publish, on its corporate website, questions, concerning issues on the agenda of the AGM, posed by shareholders before the beginning of the AGM, along with the answers attached to them.
Description of the General Meeting of Shareholders and its fundamental authorizations as well as the rights of shareholders and their execution.
The General Meeting of Shareholders of Agora SA acts in compliance with the Commercial Companies Code and the Statutes of Agora SA. The Statutes of the Company stipulates adoption by the General Meeting of Shareholders regulations defining its functioning (§ 16 of the Statutes). Adopting, amending or rejecting the regulations requires three quarters of votes cast. Such regulations were adopted and can be found at the following URL address: http://www.agora.pl/agora_eng/1,67052,1659254.html . The General Meeting of Shareholders is convened through an announcement in "Court and Economic Monitor " and also by means of a current report.
Unless the provisions of the Commercial Companies Code and the Company's Statutes provide otherwise, the resolutions of the General Meeting of Shareholders are adopted by an absolute majority of votes cast, whereby refraining from voting is treated as a vote cast. According to the § 15 of the Statutes, resolutions concerning merger of the Company with another entity, other forms of consolidation that are or will be permitted by law and division of the Company are adopted by the absolute majority of three quarters of votes cast. The same rule applies to settlements concerning the remuneration of the Supervisory Board members, including individual remuneration of those members who were elected to a continuous supervisory. The absolute majority of three quarters of votes cast in the presence of shareholders representing at least 50 % of the Company's share capital, is required for resolutions concerning removal of matters from the agenda of the General Meeting of Shareholders. When the aforementioned removal is submitted by the Management Board of the Company an absolute majority of votes cast shall be required to adopt such a resolution. Purchase and sale of property, perpetual usufruct or share in property shall not require a resolution of the General Meeting of Shareholders.
In accordance with § 15 item 4 of the Company's Statutes, removal of any matters from the agenda of the General Meeting of Shareholders on request placed on the basis of Article 400 of the Commercial Companies Code by a shareholder, representing at least one tenth of the Company's share capital, shall require consent of the shareholder who made such a request. Adoption of a resolution relating to shareholder's responsibility to the Company, no matter the reason, shall require an absolute majority of three quarters of votes cast in the presence of shareholders representing at least 50% of all Company's shares entitling to adoption of such a resolution.
In accordance with § 17 of the Company's Statutes none of the shareholders may exercise more than 20 % of the overall number of votes at the General Meeting of Shareholders. The above mentioned restriction is not effective when establishing obligations of purchasers of substantial stakes, stipulated in the Law on Public Trading of Securities. The aforementioned restriction shall also not apply to:
• shareholders holding the preference A shares;
• the depository bank which, on the basis of the agreement with the Company, issued depository receipts based on the Company shares, when such an entity exercises voting rights attached to shares which constituted the basis for the issue of depository receipts;
• a shareholder who, having no more than 20% of the overall number of votes at the General Meeting of Shareholders, announced a tender for subscription for the sale or exchange of all the shares of the Company in compliance with the Law on Public Trading of Securities. The restriction does not apply if as a result of the transaction described above, the number of shares owned by him, including the previously held Company's shares, authorize him to exercise at least 75% of the overall number of votes at the General Meeting of Shareholders. When calculating a shareholder's share in the aforementioned overall number of votes at the General Meeting of Shareholders the restriction of the voting rights does not exist.
In accordance with § 17 item 5 of the Company's Statutes, percentage of votes at the General Meeting of Shareholders of foreign entities and entities controlled by them may not exceed 49%. The limit shall not refer to entities with their registered seats or residence in a member state of the European Economic Area. Each share, whether preference or not, entitles its holders to one vote when passing a resolution regarding the withdrawal of the Company's shares from public trading.
According to § 7 of the Company's Statutes, apart from the registered series A and series B, the share capital also comprises bearer shares. The registered series of preference shares A entitle their holders to five votes at the General Meeting of Shareholders.
According to § 11 of the Company's Statutes, sale or conversion of preference A shares require written consent of shareholders holding at least 50% of the preference A shares registered in the share register on the date of filing of an appropriate application. Within 14 days from the date of receipt of the request to sell or convert preference A shares, the Management Board is obliged to deliver a copy of that request to each holder of preference A shares, at the address disclosed in the share register. Each holder of preference A shares is authorized to express his consent to the request to sell or convert preference A shares.
Candidates to the Supervisory Board can be nominated by shareholders holding preference A shares. The same right is attributed to shareholders with formally documented entitlement to not less than 5% of the votes at the General Meeting of Shareholders preceding the nomination of candidates and who at the time of submitting the nomination hold not less than 5% of the share capital of the Company (§ 21 point a of the Statutes). Dismissal (removal) of the Supervisory Board member, prior to the end of his term of office, may be effected by a resolution of the General Meeting of Shareholders adopted by a simple majority of votes cast, provided that until the expiry of the preference status of the A series, 80% of votes attached to all preference A shares are cast in favour of such a resolution.
According to § 28 item 2 of the Company's Statutes, the Management Board shall consist of 3 to 6 members. The exact number is determined by shareholders holding the majority of preference A shares and after the expiration of shares A preference status - by the Supervisory Board. Candidates to the Management Board are appointed by shareholders owning preference A shares and after the expiration of the preference status of the aforementioned shares - by the Supervisory Board. Members of the Management Board may be dismissed (removed), due to important reasons, prior to the end of their term of office, by a resolution adopted by a simple majority of votes cast by the General Meeting of Shareholders. Until the expiration of the preference status of A series, 80% of voting rights attached to all outstanding A series must be cast in favour of such a resolution.
Bearer shares cannot be converted into preference shares. Rights of the Company's shareholders, including minority shareholders are performed in compliance with the provisions of the Commercial Companies Code.
Implementing transparency and effective information policy as well as trying to ensure all shareholders equal access to information on the Company, since 2006 Agora has been transmitting its AGMs (in English and Polish) via Internet.
Agora SA enables media representatives to participate in the AGM.
Agora's AGM is always attended by representatives of the Management Board, Supervisory Board and of the Company's statutory auditor.
In 2008 AGM of Agora SA took place on June 20, 2008 in the Company's registered seat. The General Meeting of Shareholders was convened on the motion of the Company's Management Board.
The AGM was executed in compliance with the provisions of the Commercial Companies Code and with the AGM regulations of Agora SA. The Management Board and Supervisory Board members as well as the representative of the statutory auditor present at the AGM were ready to explain all the issues within their competence and law provisions.
The composition and rules of functioning of the Company's governing bodies and of the Supervisory Board' s Committees.
1. The Management Board
The Management Board of the Company acts in compliance with the provisions of the Commercial Companies Code and the Statutes of the Company. According to the Statutes of the Company, the Management Board shall consist of 3 to 6 members. The exact number is determined by shareholders holding the majority of preference A shares and after the expiration of such preference status - by the Supervisory Board.
As of the day of publishing the report, the Company's Management Bard consists of:
• the depository bank which, on the basis of the agreement with the Company, issued depository receipts based on the Company shares, when such an entity exercises voting rights attached to shares which constituted the basis for the issue of depository receipts;
• a shareholder who, having no more than 20% of the overall number of votes at the General Meeting of Shareholders, announced a tender for subscription for the sale or exchange of all the shares of the Company in compliance with the Law on Public Trading of Securities. The restriction does not apply if as a result of the transaction described above, the number of shares owned by him, including the previously held Company's shares, authorize him to exercise at least 75% of the overall number of votes at the General Meeting of Shareholders. When calculating a shareholder's share in the aforementioned overall number of votes at the General Meeting of Shareholders the restriction of the voting rights does not exist.
In accordance with § 17 item 5 of the Company's Statutes, percentage of votes at the General Meeting of Shareholders of foreign entities and entities controlled by them may not exceed 49%. The limit shall not refer to entities with their registered seats or residence in a member state of the European Economic Area. Each share, whether preference or not, entitles its holders to one vote when passing a resolution regarding the withdrawal of the Company's shares from public trading.
According to § 7 of the Company's Statutes, apart from the registered series A and series B, the share capital also comprises bearer shares. The registered series of preference shares A entitle their holders to five votes at the General Meeting of Shareholders.
According to § 11 of the Company's Statutes, sale or conversion of preference A shares require written consent of shareholders holding at least 50% of the preference A shares registered in the share register on the date of filing of an appropriate application. Within 14 days from the date of receipt of the request to sell or convert preference A shares, the Management Board is obliged to deliver a copy of that request to each holder of preference A shares, at the address disclosed in the share register. Each holder of preference A shares is authorized to express his consent to the request to sell or convert preference A shares.
Candidates to the Supervisory Board can be nominated by shareholders holding preference A shares. The same right is attributed to shareholders with formally documented entitlement to not less than 5% of the votes at the General Meeting of Shareholders preceding the nomination of candidates and who at the time of submitting the nomination hold not less than 5% of the share capital of the Company (§ 21 point a of the Statutes). Dismissal (removal) of the Supervisory Board member, prior to the end of his term of office, may be effected by a resolution of the General Meeting of Shareholders adopted by a simple majority of votes cast, provided that until the expiry of the preference status of the A series, 80% of votes attached to all preference A shares are cast in favour of such a resolution.
According to § 28 item 2 of the Company's Statutes, the Management Board shall consist of 3 to 6 members. The exact number is determined by shareholders holding the majority of preference A shares and after the expiration of shares A preference status - by the Supervisory Board. Candidates to the Management Board are appointed by shareholders owning preference A shares and after the expiration of the preference status of the aforementioned shares - by the Supervisory Board. Members of the Management Board may be dismissed (removed), due to important reasons, prior to the end of their term of office, by a resolution adopted by a simple majority of votes cast by the General Meeting of Shareholders. Until the expiration of the preference status of A series, 80% of voting rights attached to all outstanding A series must be cast in favour of such a resolution.
Bearer shares cannot be converted into preference shares. Rights of the Company's shareholders, including minority shareholders are performed in compliance with the provisions of the Commercial Companies Code.
Implementing transparency and effective information policy as well as trying to ensure all shareholders equal access to information on the Company, since 2006 Agora has been transmitting its AGMs (in English and Polish) via Internet.
Agora SA enables media representatives to participate in the AGM.
Agora's AGM is always attended by representatives of the Management Board, Supervisory Board and of the Company's statutory auditor.
In 2008 AGM of Agora SA took place on June 20, 2008 in the Company's registered seat. The General Meeting of Shareholders was convened on the motion of the Company's Management Board.
The AGM was executed in compliance with the provisions of the Commercial Companies Code and with the AGM regulations of Agora SA. The Management Board and Supervisory Board members as well as the representative of the statutory auditor present at the AGM were ready to explain all the issues within their competence and law provisions.
The composition and rules of functioning of the Company's governing bodies and of the Supervisory Board' s Committees.
1. The Management Board
The Management Board of the Company acts in compliance with the provisions of the Commercial Companies Code and the Statutes of the Company. According to the Statutes of the Company, the Management Board shall consist of 3 to 6 members. The exact number is determined by shareholders holding the majority of preference A shares and after the expiration of such preference status - by the Supervisory Board.
As of the day of publishing the report, the Company's Management Bard consists of:
| Name and surname | Professional biography |
| Piotr Niemczycki - the President of the Management Board | The President of the Management Board since November 13, 2008. He oversees Corporate Divisions: HR, Corporate Communications, General Counsel, Internal Audit. Piotr Niemczycki serves as a member of the Supervisory Board of AMS S.A. (subsidiary of Agora). He is one of the founders of "Gazeta Wyborcza" and Agora. In the 1980s he built the printing and distribution networks of "Tygodnik Mazowsze", the Solidarity's largest underground newspaper with a circulation of 60 to 80 thousand copies distributed nationwide. He also serves as a member of the Management Board of International Press Institute and of the Chamber of Press Publishers. He holds the title of a Knight of the European Brotherhood of Gutenberg Knights and is a recipient of the Polish Ministry of Culture's Dedicated to Culture Award. Piotr Niemczycki was born in 1959. He received an MA degree in Philosophy from the Catholic Theological Academy in Warsaw. |
| Zbigniew Bak - the Deputy President of the Management Board | The member of the Management Board. He oversees the company's Newspapers, Outdoor, Magazines and Radio operations as well as Printing, Distribution, New Business Development and Corporate Sales Divisions. He is a member of AMS S.A. Supervisory Board (a subsidiary of Agora). Before joining Agora in 2000, Zbigniew Bak worked for 9 years in Arthur Andersen where he developed a Corporate Finance Division. In 1998 he became a partner of Arthur Andersen and Managing Director of Arthur Andersen Corporate Finance, as well as a member of the management board of the company in Poland. Prior to joining Arthur Andersen he worked for the Polish Agency for Foreign Investments and consulting firm Moore Stephens. Zbigniew Bak was born in 1964. In 1997 he graduated with high honors from the Graduate School of Business at the University of Chicago (MBA degree). Prior to this, he graduated from the Foreign Trade Department of the Warsaw School of Economics (M.Sc. degree). Since 1995 he is a member of the Association of Chartered Certified Accountants in the United Kingdom. |
| Tomasz Jozefacki - the Member of the Management Board | Since November 13, 2008, Tomasz Jozefacki has been the Member of the Management Board. He oversees Internet operations. He is a member of AMS S.A. Supervisory Board (a subsidiary of Agora). Since June 2006, he supervises Agora's Internet Division. He started his career with Agora in September 2004 as the Director of Local Branches of "Gazeta Wyborcza". In April 2006 he took the position of the Director of Development. In this capacity, he was responsible for technological and business projects at "Gazeta Wyborcza". Before joining Agora, till the end of August 2004, he worked for The New York Times Company, where he was responsible for marketing and promotion of NYTimes.com., number one newspaper-owned website in the world. In 2002 Tomasz was promoted to a Head of Strategic Development of Business, Technology and Real Estate verticals of the NYTimes.com site. Since 2002 he has been delivering guest lectures at the MBA courses of the New York University's Stern School of Business. Since December 2008 he has been the President of Online Publishers Association Europe. Tomasz Jozefacki was born in 1973. He graduated from International Marketing and Business at the New York University Stern School of Business (diploma with honors). In 2002 he received his MBA diploma at the same university. He also completed Japanese Cultural Studies at University of Maryland College Park. |
| Grzegorz Kossakowski - the Member of the Management Board | Since January 8th 2009 he has been the Member of the Management Board. He oversees Finance and Administration as well as IT Divisions. He is a member of AMS S.A. Supervisory Board (a subsidiary of Agora). In December 2008 he took the position of the Financial Director. At Agora since November 2000, initially as the Transaction Manager in the New Business Development Division which he headed since April 2005. In 1996-2000, Grzegorz worked for Arthur Andersen in the Corporate Finance Department where he led a number of investment projects, including attracting capital mainly for TMT companies. Since 2007 he has been delivering guest lectures on "Mergers and acquisitions" at the post-graduate program of Szkola Wyzsza im. Romualda Kudlinskiego in Warsaw. Grzegorz Kossakowski was born in 1972. He graduated from Poznan University of Economics in 1996 (Summa Cum Laude diploma) and received his MBA diploma in 2003 from Manchester Business School (the diploma of Merit Award). He also participated in Advanced Executive Program at Northwestern University & Kellogg School of Management. |
According to § 28 of the Company's Statutes, the members of the Management Board are appointed and dismissed by the General Meeting of Shareholders. The Management Board shall be elected for five years (§ 29 item 1 of the Company's Statutes). Remuneration and other benefits of the Management Board are set by the Supervisory Board. According to § 27 of the Company's Statutes the Management Board shall manage the Company's affairs and represent the Company in dealings with the third parties. The responsibilities of the Management Board shall include all matters related to conducting the Company's affairs, provided they were not reserved for the competence of other governing bodies. The responsibilities include appointment of an independent auditor responsible for reviewing the financial statements (provided it is approved of by the Supervisory Board). The resolutions of the Management Board are adopted by a simple majority of votes cast. Each member of the Management Board shall be authorized to make binding statements with respect to Company's proprietary rights and obligations and to sign on behalf of the Company. The Management Board determined its rules of conduct in its regulations.
Candidates to the Management Board are appointed by shareholders owning preference A shares and after the expiration of the preference status of the aforementioned shares - by the Supervisory Board
According to § 28 item 3 of the Company's Statutes, during the term of its office the Management Board may elect by co-option no more than two additional members. The co-option of additional members is effected by a resolution of the Management Board. In case of co-option, the Management Board is obliged to include an item concerning confirmation of appointment of a new member of the Board, by way of co-option, in the agenda of the nearest General Meeting of Shareholders and propose an appropriate draft resolution. Should the General Meeting of Shareholders not accept the appointment of the a co-opted member of the Management Board, his mandate expires on conclusion of the General Meeting of Shareholders.
According to § 35 of the Company's Statutes, the Members of the Management Board shall be bound by a non-competition clause. In particular they cannot engage in any competitive business or be a participant, a shareholder or member of governing bodies of such business. The above restriction does not pertain to the participation in supervisory and managing bodies of competing entities in which the Company, directly or indirectly, holds any shares. The restriction also does not apply to the acquisition by members of the Management Board of no more than 1% of the shares in competing public companies.
The Company announces all the changes in the Management Board by means of current reports. Professional biographies of the Management Board members are accessible on the Company's corporate website and are updated on the current basis.
In 2008 there were the following changes in the composition of the Management Board:
On November 13, 2008 Mr Marek Sowa submitted his resignation from the post of the President of the Management Board. In accordance with the stipulations of § 33 point 1 of the Company's Statutes, the Management Board entrusted the post of the President of the Management Board to Mr Piotr Niemczycki, at that time Deputy President of the Management Board, for the period ending on the closing of the General Meeting of Shareholders approving of the financial statements for the financial year 2008.
Moreover, in accordance with § 28 point 3 of the Company's Statutes, the Management Board coopted Mr Tomasz Jozefacki.
On November 28, 2008 the Deputy President of the Management Board - Mr Jarosław Szalinski - submitted his resignation from the Management Board and from the post of the Deputy President of the Management Board.
On January 8, 2009 the Management Board of the Company, by means of the cooptation, appointed Mr Grzegorz Kossakowski to the Management Board member.
2. The Supervisory Board
The Supervisory Board acts in compliance with the provisions of the Commercial Companies Code and the Statutes of the Company. The Supervisory Board shall be composed of five members. The Chairman of the Supervisory board is chosen by the General Meeting of Shareholders. Members of the Supervisory Board may elect from among themselves a deputy of the chairman or persons performing other functions (§18 item 2 of the Company's Statutes).
As of the day of publication of this report, the Company's Supervisory Board consists of:
According to § 20 of the Company's Statutes, members of the Supervisory Board are elected for three years in such a manner that during each subsequent three-year period the membership of the Board is completely changed due to the annual expiration of the mandates of two members. The members are elected as follows:
a) two members of the second Supervisory Board shall be elected for one year and after the expiry of their mandates, two persons should be elected to the Supervisory Board for three years,
b) two other members of the second Supervisory Board shall be elected for two years and after the expiry of their mandates, two persons shall be elected to the Board for three years,
c) the chairman shall be elected for three years.
Subject to § 21 of the Company's Statutes, the Supervisory Board members are elected by the General Meeting of Shareholders. The candidates can be nominated by shareholders holding preference A shares. The candidates can also be nominated by shareholders who formally documented their entitlement to not less than 5% of the votes at the Genaral Meeting of Shareholders preceding the nomination and who at the time of making the nomination held not less than 5% of the share capital of the Company.
Candidates to the Management Board are appointed by shareholders owning preference A shares and after the expiration of the preference status of the aforementioned shares - by the Supervisory Board
According to § 28 item 3 of the Company's Statutes, during the term of its office the Management Board may elect by co-option no more than two additional members. The co-option of additional members is effected by a resolution of the Management Board. In case of co-option, the Management Board is obliged to include an item concerning confirmation of appointment of a new member of the Board, by way of co-option, in the agenda of the nearest General Meeting of Shareholders and propose an appropriate draft resolution. Should the General Meeting of Shareholders not accept the appointment of the a co-opted member of the Management Board, his mandate expires on conclusion of the General Meeting of Shareholders.
According to § 35 of the Company's Statutes, the Members of the Management Board shall be bound by a non-competition clause. In particular they cannot engage in any competitive business or be a participant, a shareholder or member of governing bodies of such business. The above restriction does not pertain to the participation in supervisory and managing bodies of competing entities in which the Company, directly or indirectly, holds any shares. The restriction also does not apply to the acquisition by members of the Management Board of no more than 1% of the shares in competing public companies.
The Company announces all the changes in the Management Board by means of current reports. Professional biographies of the Management Board members are accessible on the Company's corporate website and are updated on the current basis.
In 2008 there were the following changes in the composition of the Management Board:
On November 13, 2008 Mr Marek Sowa submitted his resignation from the post of the President of the Management Board. In accordance with the stipulations of § 33 point 1 of the Company's Statutes, the Management Board entrusted the post of the President of the Management Board to Mr Piotr Niemczycki, at that time Deputy President of the Management Board, for the period ending on the closing of the General Meeting of Shareholders approving of the financial statements for the financial year 2008.
Moreover, in accordance with § 28 point 3 of the Company's Statutes, the Management Board coopted Mr Tomasz Jozefacki.
On November 28, 2008 the Deputy President of the Management Board - Mr Jarosław Szalinski - submitted his resignation from the Management Board and from the post of the Deputy President of the Management Board.
On January 8, 2009 the Management Board of the Company, by means of the cooptation, appointed Mr Grzegorz Kossakowski to the Management Board member.
2. The Supervisory Board
The Supervisory Board acts in compliance with the provisions of the Commercial Companies Code and the Statutes of the Company. The Supervisory Board shall be composed of five members. The Chairman of the Supervisory board is chosen by the General Meeting of Shareholders. Members of the Supervisory Board may elect from among themselves a deputy of the chairman or persons performing other functions (§18 item 2 of the Company's Statutes).
As of the day of publication of this report, the Company's Supervisory Board consists of:
| Name and Surname | Professional biography |
| Andrzej Szlezak - the Chairman | Partner in the Soltysinski, Kawecki & Szlezak (SK&S) law firm. He joined SK&S shortly after it was formed in 1991. In 1993, he became a partner, and in 1996 a Senior Partner of the firm. In SK&S he has been engaged in legal services for a number of privatizations and the restructuring processes of numerous sectors of Polish industry and the banking sector. He supervised numerous projects involving mergers and takeovers, took part in greenfield projects, prepared a large number of transaction documents, and was the author of numerous legal opinions on civil and commercial law. He was involved in the work of the commission for reducing bureaucracy in the economy set up by the prime minister Leszek Balcerowicz. He is an arbitrator of the Arbitration Tribunal at the Polish Chamber of Commerce in Warsaw. Dr. Andrzej Szlezak is the author of numerous publications on civil and commercial law, including foreign-language publications. At present Mr Szlezak is a professor at the Lazarski's University of Commerce and Law in Warsaw. Mr Szlezak was a scholarship student at a number of foreign faculties, including the universities of Oxford and Michigan. He received his Master's degree in English from the English Philology Department and his Master's degree in law from the School of Law Administration of the A. Mickiewicz University in Poznan. From 1979 to 1981 he was a trainee judge at the Voivodship Court in Poznan. As of 1979 he was a research worker at the Civil Law Institute of the A. Mickiewicz University, where he received his Ph.D. degree and he wrote his post-doctorial thesis in civil law. He was a professor at the A. Mickiewicz University from 1994 till 1996. |
| Slawomir S. Sikora - the Member of the Supervisory Board | President of the Management Board of Bank Handlowy w Warszawie S.A., Chief Executive Officer and Citigroup Country Officer for Poland. He is responsible for Citigroup operations in Poland including Bank Handlowy w Warszawie S.A. and its subsidiaries, as well as other Citigroup activities in Poland. Prior to joining Bank Handlowy w Warszawie S.A. he was the President of the Management Board of American Bank in Poland, where he successfully implemented a major restructuring program. Between 1994 and 2002 he was the Deputy President of the Management Board of Powszechny Bank Kredytowy S.A. (PBK) where he was responsible for Corporate and Investment Banking and Risk Management. Prior to PBK, for five years, he served at the Ministry of Finance, initially as an advisor to Prof. Leszek Balcerowicz, Deputy Prime Minister and Minister of Finance. Until 1994, for four years, he headed Banking and Financial Institutions Department. In this capacity he was responsible for setting up regulations for the banking and insurance sector. He graduated from the Internal Trade Department of the Central School of Planning and Statistics (currently Warsaw School of Economics). |
| Tomasz Sielicki - the Member of the Supervisory Board | Tomasz Sielicki is the Member of the Management Board of Polish Business Roundtable, the Management Board of the Polish Confederation of Private Employers LEWIATAN, of the Council of Junior Achievement Foundation and of the Council of the United Way Foundation ("Wspolna Droga”). He is also a member of supervisory boards of several companies: Agora SA and Budimex SA to name just a few. He is a President of the Supervisory Board of the Polish Confederation of Private Employers in IT and Telecommunication. He has worked in Sygnity SA (former Computerland SA) since the establishment of the company in 1991. Between 1992 and 2005 he was performing the function of the President of the Management Board and subsequently for 2 years he was the President of the Syginty Group (former Computerland Group). He is recognized as a creator of the company's success. On June 14, 2007 the General Meeting of Shareholders of Sygnity SA appointed Mr Sielicki to the Supervisory Board of the Company. Mr Sielicki invests also in ventures in other sectors. Tomasz Sielicki is also the INFO-STAR prize winner (1995). In 1999 he got the title of the Polish Business Leader granted to Sygnity SA by the Business Centre Club. The Wall Street Journal reckoned him one of Central Europe's Top 10 Executives. At the World Economic Forum in Davos in 1999 he got the prestigious award Global Leader for Tomorrow, granted annually the most eminent people from politics and business by the organizers of the Forum and the WorldLink magazine. In 1997 and in 2001 he got, granted Sygnity (former Computerland) by 'Parkiet', the award for the Best Public Company for the share value increase. In 2005 Tomasz Sielicki as the only Pole was awarded together with 25 personalities with rank "Stars of Europe 2005" of European edition of prestigious "BusinessWeek" magazine. Ranking "Stars of Europe" presented 25 persons from politics, business and fashion, who are "change leaders in united Europe". In April 2006 was awarded with prestigious prize of Polish IT sector given by Polish Chamber of IT and Telecommunications. This prize is given to the persons, who particularly contributed to development of IT and telecommunication market. He graduated from the Electronics Department of the Warsaw University of Technology. |
| Marcin Hejka - the Member of the Supervisory Board | Director of Intel Capital responsible for the company's activities in Central and Eastern Europe and in Russia. Since 2004 he has been the Deputy President of the Polish Private Equity Association. He started his professional career in 1990 as a Financial Analyst in the Paribas Capital Markets Group. Since 1993 he worked in Banexi as a specialist responsible for investments in Poland. Between 1995 and 1999 he served as a Deputy President of Poland Growth Fund. Mr. Hejka was the Supervisory Board member of: Bank Komunalny S.A. (1995-1999) and Kredyt Bank S.A. (1997-1999). Between 1998-1999 he held the position of the Deputy Chairman of the Supervisory Board of Dromex S.A. Mr. Hejka is an economist. He studied at the University of Gdansk. |
| Sanford Schwarz - the Member of the Supervisory Board | Sanford Schwartz concurrently serves as president of two Cox Enterprises subsidiaries: Cox Media Group and Cox Auto Trader. Cox Media Group includes 17 daily and 26 non-daily newspaper publications, 15 television broadcast stations, 86 radio stations, more than a hundred digital services associated with these businesses and Valpak. Along with print and broadcast operations, Cox Media Group focuses on digital growth through online and mobile products. Schwartz also is responsible for overseeing AutoTrader.com, the Internet's leading auto classifieds marketplace and consumer information website, and its related automotive classifieds publications. Since the beginning of his professional career, he was involved with the newspaper and publishing market. He started to work for the Columbus Citizen Journal in 1974. In 1985 he joined Cox Enterprises, Inc. in Tribune Newspapers, where - after ten years, in January 1995 - he became President and the Publisher. In 1996 - 2001 he was an Executive Vice President and General Manager of the Austin American Statesman, as well as President and Publisher of Cox Arizona Publications, Inc. Mr Schwartz is past chairman of the board for the Metropolitan Atlanta Chapter of the American Red Cross. |
According to § 20 of the Company's Statutes, members of the Supervisory Board are elected for three years in such a manner that during each subsequent three-year period the membership of the Board is completely changed due to the annual expiration of the mandates of two members. The members are elected as follows:
a) two members of the second Supervisory Board shall be elected for one year and after the expiry of their mandates, two persons should be elected to the Supervisory Board for three years,
b) two other members of the second Supervisory Board shall be elected for two years and after the expiry of their mandates, two persons shall be elected to the Board for three years,
c) the chairman shall be elected for three years.
Subject to § 21 of the Company's Statutes, the Supervisory Board members are elected by the General Meeting of Shareholders. The candidates can be nominated by shareholders holding preference A shares. The candidates can also be nominated by shareholders who formally documented their entitlement to not less than 5% of the votes at the Genaral Meeting of Shareholders preceding the nomination and who at the time of making the nomination held not less than 5% of the share capital of the Company.
In case of the resignation submitted by the Supervisory Board member, other members may, by means of cooptation, appoint a new member who shall perform his/her duties until the General Meeting of Shareholders appoints a Supervisory Board member. However, this cannot last longer than until the end of the term of its predecessor.
According to § 20 item 4 of the Company's Statutes, at least three members of the Board should be independent. All the members of the current Supervisory Board are independent. The Supervisory Board is responsible for setting remuneration for the Management Board members, accepting the auditor that was chosen and approving of the conditions concerning significant transactions with the affiliates. Such transactions cannot be conducted without the consent of the Supervisory Board. According to § 23 item 4 of the Statutes, the Supervisory Board Meetings are convened at least every three months. The Chairman, or the Deputy, convenes the meeting on the request of the member of the Management Board expressed in the form of the resolution and on the request of each of the Supervisory Board members. The Supervisory Board meetings may be carried out via the telephone in a way enabling communication of all participants.
According to § 24 of the Company's Statutes, the resolutions of the Supervisory Board shall be adopted by an absolute majority of votes cast in the presence of at least three members of the Supervisory Board. In cases when an equal number of votes is cast, the chairman's vote shall prevail.
The Company announces all the changes in the Supervisory Board composition by means of current reports. Professional biographies of the Supervisory Board members are accessible on the Company's corporate website and are updated on the current basis.
On January 22, 2009, Mr Bruce Rabb submitted his resignation from the Supervisory Board of Agora. As a reason for his resignation, Mr. Bruce Rabb gave the necessity to enable the appointment of a person suggested by a major shareholder of the Company, BZ WBK AIB Asset Management S.A. to the Supervisory Board. On the same day, the Supervisory Board members appointed, by means of cooptation, Mr Marcin Hejka to the Company's Supervisory Board.
3. Committees within the Supervisory Board
There are two Committees operating within the Supervisory Board: the Audit Committee and Human Resources and Remuneration Committee. The members of the aforementioned committees are appointed by the Supervisory Board from among their members and they can be dismissed at any time. On the date of the report publication the members of the committees are:
(i) The Audit Committee:
- Tomasz Sielicki,
- Marcin Hejka,
- Sanford Schwartz;
(ii) The Human Resources and Remuneration Committee:
- Tomasz Sielicki,
- Sanford Schwartz,
- Andrzej Szlezak,
- Slawomir Sikora.
According to point 2 of the Audit Committee Regulations, the objective of the Audit Committee is to supervise the Management Board in terms of: enforcement of the relevant legislation and regulations and preparing financial information (especially in terms of choosing accounting policies, application and assessment of the effects of new rules, information about presentation of estimates, forecasts and work of external auditors, to name just a few, in the annual reports), compliance with recommendations and observations of the statutory auditor. The Audit Committee gives advice to the Supervisory Board on the appointment of the External Auditor, reviews annual reports and the semi-annual figures, prior to the meetings of the Supervisory Board with the Management Board where the annual report, the annual accounts and the semi-annual figures of the Company are discussed. The meetings of the Audit Committee are convened at least twice a year, however, the meetings can be convened as often as it is required for its proper functioning.
Each member of the Audit Committee is enabled to review all the account books and documents and has an access to the premises of the Company. They are empowered to receive, from officers and employees of the Company, explanation indispensable for the proper execution of their duties. The members of the Audit Committee act in consultation with the chairman of the Audit Committee and with the Corporate Secretary, informing the President of the Management Board about measures taken in order to execute the aforementioned duties.
The chairman of the Audit Committee (or one of its members) participates in the General Meeting of Shareholders in order to answer questions within the competence of the Audit Committee.
According to § 19 item 1 c, the Supervisory Board accepted the auditor entitled to review financial statements. On the basis of the Supervisory Board's resolution and in accordance with the stipulations of the Statutes, the company KPMG Audyt Sp. o.o with its registered seat in Warsaw at Chlodna Street 51, registered under the number 458 as an entity entitled to audit financial reports, was reelected for the auditor of the Company that is to audit financial reports of the Company for the years 2008, 2009, 2010.
In accordance with point 1 of the Human Resources and Remuneration Committee Regulations the objectives of the Human Resources and Remuneration Committee are to advise the Supervisory Board on: selection criteria and appointment procedures for the Management Board members, procedures to secure adequate succession of the Management Board members, potential candidates in cases when candidates to the Management Board are to be presented to the General Meeting of Shareholders by the Supervisory Board, in accordance with § 28. item 2 of the Statute. The Committee reviews from time to time the principles of remuneration of the Management Board and provides the Supervisory Board with appropriate recommendations in that respect, drafting a proposal for the remuneration of the individual Management Board members, for the purpose of their consideration by the Supervisory Board.
The meetings of the Human Resources and Remuneration Committee are convened as often as it is required for its proper functioning. The meetings of the Human Resources and Remuneration Committee are to be held twice a year: by the end of the fiscal year and after the publication of the annual report.
Description of the basic characteristics of the internal control and risk management systems applied by the Company in terms of preparation of its financial statements.
The Management Board of the Company is responsible for the internal control system and its effectiveness in the process of drawing up financial reports.
The Chief Financial Officer - the member of the Management Board - is responsible for the factual supervision of the aforementioned process. The process of drawing up annual and interim financial reports is coordinated by the Reporting Department functioning within the Finance and Administration Department. The Company, on a current basis monitors amendments required by the law provisions and external regulations concerning the requirements of the reporting and also prepares in advance to their introducing.
According to § 20 item 4 of the Company's Statutes, at least three members of the Board should be independent. All the members of the current Supervisory Board are independent. The Supervisory Board is responsible for setting remuneration for the Management Board members, accepting the auditor that was chosen and approving of the conditions concerning significant transactions with the affiliates. Such transactions cannot be conducted without the consent of the Supervisory Board. According to § 23 item 4 of the Statutes, the Supervisory Board Meetings are convened at least every three months. The Chairman, or the Deputy, convenes the meeting on the request of the member of the Management Board expressed in the form of the resolution and on the request of each of the Supervisory Board members. The Supervisory Board meetings may be carried out via the telephone in a way enabling communication of all participants.
According to § 24 of the Company's Statutes, the resolutions of the Supervisory Board shall be adopted by an absolute majority of votes cast in the presence of at least three members of the Supervisory Board. In cases when an equal number of votes is cast, the chairman's vote shall prevail.
The Company announces all the changes in the Supervisory Board composition by means of current reports. Professional biographies of the Supervisory Board members are accessible on the Company's corporate website and are updated on the current basis.
On January 22, 2009, Mr Bruce Rabb submitted his resignation from the Supervisory Board of Agora. As a reason for his resignation, Mr. Bruce Rabb gave the necessity to enable the appointment of a person suggested by a major shareholder of the Company, BZ WBK AIB Asset Management S.A. to the Supervisory Board. On the same day, the Supervisory Board members appointed, by means of cooptation, Mr Marcin Hejka to the Company's Supervisory Board.
3. Committees within the Supervisory Board
There are two Committees operating within the Supervisory Board: the Audit Committee and Human Resources and Remuneration Committee. The members of the aforementioned committees are appointed by the Supervisory Board from among their members and they can be dismissed at any time. On the date of the report publication the members of the committees are:
(i) The Audit Committee:
- Tomasz Sielicki,
- Marcin Hejka,
- Sanford Schwartz;
(ii) The Human Resources and Remuneration Committee:
- Tomasz Sielicki,
- Sanford Schwartz,
- Andrzej Szlezak,
- Slawomir Sikora.
According to point 2 of the Audit Committee Regulations, the objective of the Audit Committee is to supervise the Management Board in terms of: enforcement of the relevant legislation and regulations and preparing financial information (especially in terms of choosing accounting policies, application and assessment of the effects of new rules, information about presentation of estimates, forecasts and work of external auditors, to name just a few, in the annual reports), compliance with recommendations and observations of the statutory auditor. The Audit Committee gives advice to the Supervisory Board on the appointment of the External Auditor, reviews annual reports and the semi-annual figures, prior to the meetings of the Supervisory Board with the Management Board where the annual report, the annual accounts and the semi-annual figures of the Company are discussed. The meetings of the Audit Committee are convened at least twice a year, however, the meetings can be convened as often as it is required for its proper functioning.
Each member of the Audit Committee is enabled to review all the account books and documents and has an access to the premises of the Company. They are empowered to receive, from officers and employees of the Company, explanation indispensable for the proper execution of their duties. The members of the Audit Committee act in consultation with the chairman of the Audit Committee and with the Corporate Secretary, informing the President of the Management Board about measures taken in order to execute the aforementioned duties.
The chairman of the Audit Committee (or one of its members) participates in the General Meeting of Shareholders in order to answer questions within the competence of the Audit Committee.
According to § 19 item 1 c, the Supervisory Board accepted the auditor entitled to review financial statements. On the basis of the Supervisory Board's resolution and in accordance with the stipulations of the Statutes, the company KPMG Audyt Sp. o.o with its registered seat in Warsaw at Chlodna Street 51, registered under the number 458 as an entity entitled to audit financial reports, was reelected for the auditor of the Company that is to audit financial reports of the Company for the years 2008, 2009, 2010.
In accordance with point 1 of the Human Resources and Remuneration Committee Regulations the objectives of the Human Resources and Remuneration Committee are to advise the Supervisory Board on: selection criteria and appointment procedures for the Management Board members, procedures to secure adequate succession of the Management Board members, potential candidates in cases when candidates to the Management Board are to be presented to the General Meeting of Shareholders by the Supervisory Board, in accordance with § 28. item 2 of the Statute. The Committee reviews from time to time the principles of remuneration of the Management Board and provides the Supervisory Board with appropriate recommendations in that respect, drafting a proposal for the remuneration of the individual Management Board members, for the purpose of their consideration by the Supervisory Board.
The meetings of the Human Resources and Remuneration Committee are convened as often as it is required for its proper functioning. The meetings of the Human Resources and Remuneration Committee are to be held twice a year: by the end of the fiscal year and after the publication of the annual report.
Description of the basic characteristics of the internal control and risk management systems applied by the Company in terms of preparation of its financial statements.
The Management Board of the Company is responsible for the internal control system and its effectiveness in the process of drawing up financial reports.
The Chief Financial Officer - the member of the Management Board - is responsible for the factual supervision of the aforementioned process. The process of drawing up annual and interim financial reports is coordinated by the Reporting Department functioning within the Finance and Administration Department. The Company, on a current basis monitors amendments required by the law provisions and external regulations concerning the requirements of the reporting and also prepares in advance to their introducing.
Every month, after the financial books closure, the reports, with the information analyzing key financial data and operational ratios of business segments, are distributed among the Management Board Members and the Company's directors. Once a month the meetings of the Management Board with the directors are convened in order to discuss the results of each segment and department of the Company.
The financial data that constitutes the basis of the financial statements and interim reports stem from the accounting - financial system which registers all transactions in compliance with the accounting standards of the Company (accepted by the Management Board) and based on International Financial Reporting Standards. Agora has prepared financial statements in compliance with International Financial Reporting Standards (previously International Accounting Standards) since 1992.
The Company has its own Internal Audit Department. Its main task is to identify weakness of the internal control and risks in terms of the registration and transactions processing. The Internal Audit Department is subordinate to the President of the Management Board.
The financial statements are conveyed, for the purpose of verification, to the Chief Financial Officer and then to the Management Board for the final verification.
The financial statements are also submitted to the Supervisory Board. The Supervisory Board meetings are held at least once a quarter. During these meetings, depending on the questions posed by the Supervisory Board, the Management Board presents key financial data and operational ratios of the business segments.
Annual and semi-annual reports are audited and reviewed by the Company's auditor. The results of the audit and review are presented to the Financial Chief Officer and management of financial division during the sum up meetings and are also published in statutory auditor's report.
After the publication of the annual and semi-annual financial reports, conclusions from the audit review are submitted to the Audit Committee. During the closed-door meetings with the auditors the representatives of the Audit Committee analyze the results of the review (without the presence of the Management Board). Next the results of their talks are discussed by the Supervisory Board Members.
Additionally the statutory auditor submits to the Audit Committee recommendation concerning improvements of the internal control system in the Company that were identified during the review.
The auditor's recommendations are discussed by the Audit Committee and the Company's Management Board for the purpose of their implementation.
The Company's financial statements and reports are held in high esteem by the market. In the financial reports ranking organized by the daily "Parkiet", Agora's financial report for the fourth quarter of 2008 was ranked third and got 9 out of 10 points.
Warsaw, April 10, 2009
The financial data that constitutes the basis of the financial statements and interim reports stem from the accounting - financial system which registers all transactions in compliance with the accounting standards of the Company (accepted by the Management Board) and based on International Financial Reporting Standards. Agora has prepared financial statements in compliance with International Financial Reporting Standards (previously International Accounting Standards) since 1992.
The Company has its own Internal Audit Department. Its main task is to identify weakness of the internal control and risks in terms of the registration and transactions processing. The Internal Audit Department is subordinate to the President of the Management Board.
The financial statements are conveyed, for the purpose of verification, to the Chief Financial Officer and then to the Management Board for the final verification.
The financial statements are also submitted to the Supervisory Board. The Supervisory Board meetings are held at least once a quarter. During these meetings, depending on the questions posed by the Supervisory Board, the Management Board presents key financial data and operational ratios of the business segments.
Annual and semi-annual reports are audited and reviewed by the Company's auditor. The results of the audit and review are presented to the Financial Chief Officer and management of financial division during the sum up meetings and are also published in statutory auditor's report.
After the publication of the annual and semi-annual financial reports, conclusions from the audit review are submitted to the Audit Committee. During the closed-door meetings with the auditors the representatives of the Audit Committee analyze the results of the review (without the presence of the Management Board). Next the results of their talks are discussed by the Supervisory Board Members.
Additionally the statutory auditor submits to the Audit Committee recommendation concerning improvements of the internal control system in the Company that were identified during the review.
The auditor's recommendations are discussed by the Audit Committee and the Company's Management Board for the purpose of their implementation.
The Company's financial statements and reports are held in high esteem by the market. In the financial reports ranking organized by the daily "Parkiet", Agora's financial report for the fourth quarter of 2008 was ranked third and got 9 out of 10 points.
Warsaw, April 10, 2009
