(PAP) Raport Bieżący nr 1/2019
Pursuant to Article 29.3 of the Rules of the Warsaw Stock Exchange, Krka, tovarna zdravil, d.d., Novo mesto presents the report on compliance with the detailed principles of the "Best Practice for GPW Listed Companies 2016"
Disclosure Policy, Investor Communications
I.Z.1.1. basic corporate documents, in particular the company’s articles of
association;
I.Z.1.2. the full names of the members of its management board and supervisory
board and the professional CVs of the members of these bodies including
information on the fulfilment of the criteria of independence by members
of the supervisory board;
I.Z.1.3. a chart showing the division of duties and responsibilities among members
of the management board drawn up according to principle II.Z.1;
The Company does not apply this principle.
Although the Management Board has adopted an internal division of responsibilities in order to organize work more efficiently, that does not represent a formal division of responsibilities. Hence, no chart showing the division of duties is available on the website. All Board members, except the Worker Director, have the same responsibilities towards representing the Company.
I.Z.1.4. the current structure of shareholders indicating those shareholders that
hold at least 5% of the total vote in the company according to information
provided to the company by shareholders under the applicable legislation;
I.Z.1.5. current and periodic reports, prospectuses and information memoranda
with annexes, published by the company at least in the last 5 years;
I.Z.1.6. information on the dates of corporate events leading to the acquisition or
limitation of rights of a shareholder, information on the dates of publication
of financial reports and other events relevant to investors, within a
timeframe enabling investors to make investment decisions;
I.Z.1.7. information materials published by the company concerning the company’s
strategy and its financial results;
I.Z.1.8. selected financial data of the company for the last 5 years of business in a
format enabling the recipient to process such data;
I.Z.1.9. information about the planned dividend and the dividend paid out by the
company in the last 5 financial years, including the dividend record date,
the dividend payment date and the dividend amount, in aggregate and per
share;
I.Z.1.10. financial projections, if the company has decided to publish them,
published at least in the last 5 years, including information about the
degree of their implementation;
I.Z.1.11. information about the content of the company’s internal rule of changing
the company authorised to audit financial statements or information about
the absence of such rule;
The Company does not apply this principle.
The proposal to the Annual General Meeting is based on auditors’ references, their knowledge of the industry, quality of the audit team, and price. The Slovenian legislation and market practice, however, do not provide for any provisions which would require the rules on selecting auditors to be disclosed, thus the Company discloses them only at Annual General Meetings if needed.
I.Z.1.12. a statement on compliance with the corporate governance principles
contained in the last published annual report;
I.Z.1.13. a statement on the company’s compliance with the corporate governance
recommendations and principles contained herein, consistent with the
information that the company should report under the applicable
legislation;
I.Z.1.14. materials provided to the general meeting, including assessments, reports
and positions referred to in principle II.Z.10, tabled to the general
meeting by the supervisory board;
I.Z.1.15. information about the company’s diversity policy applicable to the
company’s governing bodies and key managers; the description should
cover the following elements of the diversity policy: gender, education,
age, professional experience, and specify the goals of the diversity policy
and its implementation in the reporting period; where the company has
not drafted and implemented a diversity policy, it should publish the
explanation of its decision on its website;
The Company does not apply this principle.
The Company’s diversity policy is not specifically disclosed on the website. It is, however, disclosed in the Annual Report and is part of the public Corporate Governance Policy, which includes a commitment to prevent discrimination. According to the Policy, all Krka employees must have equal opportunities, regardless of gender, race, colour, age, medical condition or disability, religious, political or any other beliefs, trade union stewardship, national or social origin, family status, financial condition, sexual orientation, or other personal particulars. The company has not yet adopted any independent policies to govern additionally the management and supervisory body structures in terms of gender, age, level of education, or other personal particulars.
I.Z.1.16. information about the planned transmission of a general meeting, not
later than 7 days before the date of the general meeting;
The Company does not apply this principle.
Not applicable due to non-compliance with IV.R.2.
I.Z.1.17. justification of draft resolutions of the general meeting concerning issues
and determinations which are relevant to or may give rise to doubts of
shareholders, within a timeframe enabling participants of the general
meeting to review them and pass the resolution with adequate
understanding;
I.Z.1.18. information about the reasons for cancellation of a general meeting,
change of its date or agenda, and information about breaks in a general
meeting and the grounds of those breaks;
I.Z.1.19. shareholders’ questions asked to the management board pursuant to
Article 428 § 1 or § 6 of the Commercial Companies Code together with
answers of the management board to those questions, or a detailed
explanation of the reasons why no answer is provided, pursuant to
principle IV.Z.13;
The Company does not apply this principle.
Although Krka does not publish all shareholders' questions it does have a frequently-asked-questions section on its website to address common questions.
I.Z.1.20. an audio or video recording of a general meeting;
The Company does not apply this principle.
The Company uses many modern technologies to communicate with the investor community. However, the Company does not provide an audio or video recording of the General Meeting. The reason is that the General Meeting is considered to be a working meeting of shareholders that is not public. The Company does, however, release a public statement immediately after the General Meeting.
I.Z.1.21. contact details of the company’s investor relations officers including the
full name and e-mail address or telephone number.
The Company does not apply this principle.
The Company does have an investor relations e-mail and telephone number available on the web page. Three professionals within the company answer investor questions. Full names of the professionals and their contact details, however, are not published.
I.Z.2. A company whose shares participate in the exchange index WIG20 or mWIG40
should ensure that its website is also available in English, at least to the extent
described in principle I.Z.1. This principle should also be followed by companies not
participating in these indices if so required by the structure of their shareholders or
the nature and scope of their activity
Management Board, Supervisory Board
II.Z.1. The internal division of responsibilities for individual areas of the company’s
activity among management board members should be clear and transparent, and
a chart describing that division should be available on the company’s website.
The Company does not apply this principle.
Please refer to comment under I.Z.1.3.
II.Z.2. A company’s management board members may sit on the management board or
supervisory board of companies other than members of its group subject to the
approval of the supervisory board.
II.Z.3. At least two members of the supervisory board should meet the criteria of being
independent referred to in principle II.Z.4.
II.Z.4. Annex II to the European Commission Recommendation of 15 February 2005 on
the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board applies to the independence criteria of supervisory board members.
Irrespective of the provisions of point 1(b) of the said Annex, a person who is an employee of the company or its subsidiary or affiliate or has entered into a similar agreement with any of them cannot be deemed to meet the independence criteria. In addition, a relationship with a shareholder precluding the independence of a
member of the supervisory board as understood in this principle is an actual and significant relationship with any shareholder who holds at least 5% of the total vote in the company.
Comments of the Company on the mode of application of the principle.
All Supervisory Board members fulfil independence criteria of the Slovenian Directors' Association.
II.Z.5. Each supervisory board member should provide the other members of the
supervisory board as well as the company’s management board with a statement of meeting the independence criteria referred to in principle II.Z.4.
II.Z.6. The supervisory board should identify any relationships or circumstances which
may affect a supervisory board member’s fulfilment of the independence criteria.
An assessment of supervisory board members’ fulfilment of the independence
criteria should be presented by the supervisory board according to principle
II.Z.10.2.
II.Z.7. Annex I to the Commission Recommendation referred to in principle II.Z.4 applies
to the tasks and the operation of the committees of the Supervisory Board. Where
the functions of the audit committee are performed by the supervisory board, the
foregoing should apply accordingly.
Comments of the Company on the mode of application of the principle.
All Supervisory Board committees members fulfil independence criteria of the Slovenian Directors' Association.
II.Z.8. The chair of the audit committee should meet the independence criteria referred
to in principle II.Z.4.
Comments of the Company on the mode of application of the principle.
The chair of audit committee meets independence criteria.
II.Z.9. To enable the supervisory board to perform its duties, the company’s management board should give the supervisory board access to information on matters concerning the company.
II.Z.10.1. an assessment of the company’s standing including an assessment of the internal control, risk management and compliance systems and the internal audit function; such assessment should cover all significant controls, in particular financial reporting and operational controls;
II.Z.10.2. a report on the activity of the supervisory board containing at least the following information:- full names of the members of the supervisory board and its
committees;- supervisory board members’ fulfilment of the independence
criteria;- number of meetings of the supervisory board and its committees
in the reporting period;- self-assessment of the supervisory board;
II.Z.10.3. an assessment of the company’s compliance with the disclosure obligations concerning compliance with the corporate governance principles defined in the Exchange Rules and the regulations on current and periodic reports published by issuers of securities;
II.Z.10.4. an assessment of the rationality of the company’s policy referred to in
recommendation I.R.2 or information about the absence of such policy.
Comments of the Company on the mode of application of the principle.
The referred policy is disclosed in the annual report. The annual report is assessed and confirmed by the Supervisory Board and presented on the regular general meeting for adoption.
II.Z.11. The supervisory board should review and issue opinions on matters to be decided
in resolutions of the general meeting.
Internal Systems and Functions
III.Z.1. The company’s management board is responsible for the implementation and
maintenance of efficient internal control, risk management and compliance
systems and internal audit function.
III.Z.2. Subject to principle III.Z.3, persons responsible for risk management, internal
audit and compliance should report directly to the president or other member of the management board and should be allowed to report directly to the
supervisory board or the audit committee.
III.Z.3. The independence rules defined in generally accepted international standards of the professional internal audit practice apply to the person heading the internal audit function and other persons responsible for such tasks.
III.Z.4. The person responsible for internal audit (if the function is separated in the
company) and the management board should report to the supervisory board at
least once per year with their assessment of the efficiency of the systems and
functions referred to in principle III.Z.1 and table a relevant report.
III.Z.5. The supervisory board should monitor the efficiency of the systems and functions
referred to in principle III.Z.1 among others on the basis of reports provided
periodically by the persons responsible for the functions and the company’s management board, and make an annual assessment of the efficiency of such
systems and functions according to principle II.Z.10.1. Where the company has an audit committee, it should monitor the efficiency of the systems and functions referred to in principle III.Z.1, which however does not release the supervisory board from the annual assessment of the efficiency of such systems and functions.
III.Z.6. Where the company has no separate internal audit function in its organisation, the audit committee (or the supervisory board if it performs the functions of the audit committee) should review on an annual basis whether such function needs to be separated.
General Meeting, Shareholder Relations
IV.Z.1. Companies should set the place and date of a general meeting so as to enable
the participation of the highest possible number of shareholders.
IV.Z.2. If justified by the structure of shareholders, companies should ensure publicly available real-time broadcasts of general meetings.
Zasada nie ma zastosowania.
Not applicable due to non-compliance with IV.R.2.
IV.Z.3. Presence of representatives of the media should be allowed at general meetings.
The Company does not apply this principle.
The general practice of Slovenian companies and of the Company is that only shareholders attend Annual General Meetings. Thus, the representatives of the media have been present as shareholders of the Company.
IV.Z.4. If the management board becomes aware a general meeting being convened
pursuant to Article 399 § 2 – 4 of the Commercial Companies Code, the
management board should immediately take steps which it is required to take in
order to organise and conduct the general meeting. The foregoing applies also
where a general meeting is convened under authority granted by the registration
court according to Article 400 § 3 of the Commercial Companies Code.
IV.Z.5. The rules of general meetings and the method of conducting the meeting and
adopting resolutions must not restrict the participation of shareholders in general meetings and the exercising of their rights. Amendments of the rules of the general meeting should take effect at the earliest as of the next general meeting.
IV.Z.6. Companies should strive to ensure that the cancellation of a general meeting,
change of its date or break in its proceedings do not prevent or limit the exercising of the shareholders’ rights to participate in the general meeting.
IV.Z.7. A break in the proceedings of the general meeting may only take place in special
cases, defined at each time in the justification of the resolution announcing the break, drafted on the basis of reasons provided by the shareholder requesting the break.
IV.Z.8. A resolution of the general meeting announcing a break should clearly set the date and time when the proceedings recommence, and such date and time must not be a barrier for most shareholders, including minority shareholders, to participate in the continuation of the proceedings.
IV.Z.9. Companies should strive to ensure that draft resolutions of the general meeting
contain a justification, if it helps shareholders to pass a resolution with adequate
understanding. If a matter is put on the agenda of the general meeting at the
request of a shareholder or shareholders, the management board or the chair of the general meeting should request presentation of the justification of the proposed
resolution. In important matters and matters which may give rise to any doubt of shareholders, the company should provide a justification, unless it otherwise provides the shareholders with information necessary to pass a resolution with adequate understanding.
IV.Z.10. Any exercise of the rights of shareholders or the way in which they exercise their rights must not hinder the proper functioning of the governing bodies of the company.
IV.Z.11. Members of the management board and the supervisory board should participate
in a general meeting as necessary to answer questions asked at the general
meeting.
IV.Z.12. The management board should present to participants of an ordinary general
meeting the financial results of the company and other relevant information
contained in the financial statements to be approved by the general meeting.
IV.Z.13. If a shareholder request information about the company, the management board
of the company should provide an answer to the shareholder’s request within 30
days or inform the shareholder of its refusal to provide such information where the management board has made such decision pursuant to Article 428 § 2 or § 3 of the Commercial Companies Code
IV.Z.14. Resolutions of the general meeting should allow for a sufficient period of time between decisions causing specific corporate events and the date of determination of the rights of shareholders pursuant to such events.
IV.Z.15. A resolution of the general meeting concerning an issue of shares with subscription rights should specify the issue price or the mechanism of setting the price or authorise the competent governing body to set the price prior to the subscription right record date within the timeframe necessary for investors to make decisions.
IV.Z.16. The dividend record date and the dividend payment date should be set so as to
ensure that the period between them is not longer than 15 business days. A
longer period between these dates requires a justification.
IV.Z.17. A resolution of the general meeting concerning a conditional dividend payment
may only contain such conditions whose potential fulfilment takes place before
the dividend record date.
IV.Z.18. A resolution of the general meeting to split the nominal value of shares should
not set the new nominal value of the shares below PLN 0.50, which could result in a very low unit market value of the shares, and which could consequently pose
a threat to the correct and reliable valuation of the company listed on the
Exchange.
Conflict of Interest, Related Party Transactions
V.Z.1. No shareholder should have preference over other shareholders in transactions
concluded by the company with shareholders or their related parties.
V.Z.2. Members of the management board or the supervisory board should notify the
management board or the supervisory board, respectively, of any conflict of
interest which has arisen or may arise, and should refrain from voting on a
resolution on the issue which may give rise to such a conflict of interest in their
case.
V.Z.3. Members of the management board or the supervisory board must not accept any
benefits which might affect their impartiality and objectivism in making decisions or reflect unfavourably on the assessment of the independence of their opinions or judgements.
V.Z.4. Where a member of the management board or the supervisory board concludes
that a decision of the management board or the supervisory board, respectively, is in conflict with the interest of the company, he or she may request that the
minutes of the management board or the supervisory board meeting show his or
her position.
V.Z.5. Before the company concludes a significant agreement with a shareholder who holds at least 5% of the total vote in the company or with a related party, the management board should request the supervisory board’s approval of the transaction. Before giving its approval, the supervisory board should evaluate the impact of the transaction on the interest of the company. The foregoing does not
apply to typical transactions and transactions at arm’s-length made as part of the company’s operations between the company and members of its group. If the decision concerning the company’s significant agreement with a related party is made by the general meeting, the company should give all shareholders access to information necessary to assess the impact of the transaction on the interest of the company before the decision is made.
V.Z.6. In its internal regulations, the company should define the criteria and
circumstances under which a conflict of interest may arise in the company, as well as the rules of conduct where a conflict of interest has arisen or may arise. The company’s internal regulations should among others provide for ways to prevent, identify and resolve conflicts of interest, as well as rules of excluding members of
the management board or the supervisory board from participation in reviewing
matters subject to a conflict of interest which has arisen or may arise.
Remuneration
VI.Z.1. Incentive schemes should be constructed in a way necessary among others to tie
the level of remuneration of members of the company’s management board and
key managers to the actual long-term financial standing of the company and long-term shareholder value creation as well as the company’s stability.
VI.Z.2. To tie the remuneration of members of the management board and key managers
to the company’s long-term business and financial goals, the period between the
allocation of options or other instruments linked to the company’s shares under the incentive scheme and their exercisability should be no less than two years.
Zasada nie ma zastosowania.
The Company does not have options incentive scheme.
VI.Z.3. The remuneration of members of the supervisory board should not be linked to
options or other derivatives or any other variable components, and neither should
it be linked to the company’s results.
VI.Z.4. In this activity report, the company should report on the remuneration policy
including at least the following:1) general information about the company’s remuneration system;2) information about the conditions and amounts of remuneration of each management board member broken down by fixed and variable remuneration components, including the key parameters of setting the variable remuneration components and the terms of payment of severance allowances and other amounts due on termination of employment, contract or other similar legal relationship, separately for the company and each member of its group;3) information about non-financial remuneration components due to each management board member and key manager;4) significant amendments of the remuneration policy in the last financial year or information about their absence;5) assessment of the implementation of the remuneration policy in terms of achievement of its goals, in particular long-term shareholder value creation
and the company’s stability.
Comments of the Company on the mode of application of the principle.
The remuneration policy is disclosed in the Annual Report for 2018.
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