- By a resolution of 19 June 2020, the Ordinary General Meeting of KGHM Polska Miedź S.A. amended the provisions of the Company’s Statutes pertaining to activities exceeding the scope of ordinary management. Based on Article 371 of the Commercial Companies and Partnerships Code, it stipulated that Management Board resolutions are required in matters exceeding the scope of ordinary management. This amendment came into effect when it was entered in the Business Register of the National Court Register on 12 August 2020. The Management Board of KGHM Polska Miedź S.A. amended the Management Board Bylaws by defining a detailed procedure and drawing up a list of matters exceeding the scope of ordinary management. The amendments were approved by a Supervisory Board resolution on 21 January 2021.
- By Resolution No. 13/1834/2021 of 29 March 2021, the Supervisory Board of the Warsaw Stock Exchange adopted new corporate governance principles for companies listed on the Main Market of the WSE: “Best Practice for GPW Listed Companies 2021” (DPSN2021). The Management Board of KGHM Polska Miedź S.A. decided to adapt the provisions of the Management Board Bylaws to DPSN2021 by way of Resolution No. 137/XI/2021 of 16 August 2021, which was then approved by the Supervisory Board on 23 August 2021. Additionally, in view of the new DPSN2021, the Supervisory Board of KGHM Polska Miedź S.A. adopted Resolution No. 128/X/21 of 23 August 2021 amending the Supervisory Board Bylaws. As a result of the changes introduced to the Bylaws of the Management Board and of the Supervisory Board, the Company published Statement on the Company’s compliance with the principles of Best Practice 2021.
Governance Standards of the KGHM Polska Miedź S.A. Group
The model for managing and supervising business processes carried out in the KGHM Polska Miedź S.A. Group developed in recent years is continuously updated to address the changing conditions inside and outside of the organization. This occurs by improving processes carried out in the KGHM Group and by selecting or modifying appropriate management tools, in order to achieve the values ensuing from the accepted strategic development directions of the KGHM Group.
The KGHM Group Council plays an important role in organizing and coordinating activities within the KGHM Polska Miedź Group. It is a permanent team with advisory and consulting powers, which initiates, among others, business solutions in the KGHM Group. The KGHM Group Council cooperates with entities in the KGHM Group in a manner which does not conflict with the powers and responsibilities of their corporate bodies. The mandate of the KGHM Group Council covers all matters that are important for the functioning of the Group. The Council comprises the management staff from the Head Office of KGHM Polska Miedź S.A. responsible for managing respective business areas. In justified cases, other persons may participate in the Council, including representatives of companies in the KGHM Group.
The solutions that are developed on an ongoing basis in order to coordinate the activities and cooperation within the Group have expanded the list of regulations included in the previouslyadopted Code of Ethics of the KGHM Polska Miedź S.A. Group.
The ongoing analysis of the existing mechanisms/ solutions used in the Group and the improvements of the legal solutions were used to update the corporate governance principles, including the rules of operation of corporate bodies.
The KGHM Group Governance Model, which defines the allocation of KGHM Group companies to portfolios, was updated and companies were reallocated to individual business divisions.
In the context of the COVID-19 pandemic, one of the main drivers of the measures undertaken in the Group in 2021 was the need to ensure the continuity and safety of operations and to mitigate the negative effects of the pandemic.
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Following the restructuration of KGHM INTERNATIONAL LTD., comprised of the transferral of management and most support processes to the Company’s Head Office, this action being a result of the adopted strategy of implementation of the cooperation model and integration of key international assets with domestic activities, in 2021 actions were continued mainly with respect to developing unified reporting principles, coherent internal regulations, procedures and standardised solutions with respect to individual functional areas of the international entities.
In addition, in 2021 in terms of general management principles in force to date, actions were undertaken aimed at coordinating new processes in the Group, including among others as regards commercial activities, aimed at maintaining the continuity and operational safety of the core production business. One of the most important aspects in this regard were actions arising from the COVID-19 pandemic. Coordination of these actions at the level of the Parent Entity were aimed at restricting the pandemic’s negative impact on the operations of the Group’s entities.