The Corporate governance principles were contained in the Annex to Stock Exchange Council Resolution No. 12/1170/2007 of July 4th, 2007, entitled Best Practices of WSE Listed Companies, as amended by the last Resolution of October 13th, 2015. The contents of the document “Code of Best Practice for WSE Listed Companies” are available on the official website of the Warsaw Stock Exchange, in the corporate governance section (www.corp-gov.gpw.pl).
Appreciating the importance of corporate governance practices and their role in enhancing the transparency of listed companies, AmRest makes its effort to ensure that the principles are applied in the daily operation of the Company.
The Company, using attached below Statement of compliance with the Code of Best Practices for WSE Listed Companies, being a part of the Supplement to the Annual Management Board’s Report, informs about the Best Practices which were not applied by AmRest, together with explanation for breach of the principles.
General Meeting of Shareholders
The General Meeting of AmRest Holdings SE is the supreme body of the Company. It is being convened as ordinary or extraordinary general meeting, based on the regulations of the Articles of Association of the Company, Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company and the Código de Comercio.
Operations of the General Meeting, its basic rights and the rights of shareholders are described in detail in the Company's Statute and Regulations of the General Meeting of Shareholders of AmRest. Both documents are available on the Company’s website, respectively in tab ‘Corporate documents’ and ‘Annual General Meeting’.
The General Meetings of the Company are being organized in the manner ensuring the proper fulfillment of obligations towards shareholders and enabling them to exercise their rights.
Board of Directors
The Company is managed by the Board of Directors, which consists of five to fifteen members. Currently, the Board consists of seven members, including two independent members.
The competences of the Board of Directors include all matters related to running, managinig and administrating the Issuer’s business, that have not been reserved by law or the Statute to the competences of the General Meeting of Shareholders . Members of the Board of Directors are being appointed and dismissed by the General Meeting for a four-year term.
The Board of Directors operates under the regulations of the Statute of the Company, Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company and the Spanish act regulating commercial companies - Royal Legislative Decree 1/2010 Of 2 July aproving the consolidated text of the Corporate Enterprises Act.
Composition of the Board of Directors is presented on AmRest website in "About Us" section, Board of Directors tab.
Board of Directors Committees
The Board of Directors has formed within its structures the following committees: the Audit Committee and the Remuneration Committee of AmRest. These committees act supporting role to the Board of Directors in the preparation of assessments, opinions and undertaking other actions which facilitate the decision-making process of the Board of Directors.
The Audit Committee is responsible for advising the Board of Directors on matters concerning the proper implementation of budgetary and financial reporting principles, internal audit activities of the Company and the Group and for cooperation with the external auditors. Detailed powers, scope and procedures of the operation of the Audit Committee are described in Regulations approved by the Board of Directors.
The Remuneration Committee is responsible for supervising the implementation of the agreements concluded with the Executive Team, the remuneration and benefits system in the Company and the Group, training and other benefits provided by the Company as well as audits carried out by the Board of Directors in this respect.
The participation of women and men in management and supervisory bodies of the Company
- at the end of 2017
the Management Board was composed of 4 persons, including 3 men and 1 woman.
the Supervisory Board was composed of 7 persons, including 7 men.
- at the end of 2016
the Management Board was composed of 6 persons, including 5 men and 1 woman.
the Supervisory Board was composed of 5 persons, including 5 men.
- at the end of 2015
the Management Board was composed of 6 persons, including 5 men and 1 woman.
the Supervisory Board was composed of 8 persons, including 7 men and 1 woman.
Diversity policy in relation to the company's governing bodies and its key managers
The AmRest Group has in place a diversity policy that supports the creation of a favorable working environment, in which employees feel respected and appreciated. However, the Company did not develop in a form of document the diversity policy in relation to the Company's governing bodies and its key managers. The appointment process of the managing and supervising members is free from any discrimination (including gender, age or ethnicity) and focuses on the assessment of elements such as: professional experience, education and competences of candidates.
The Issuer will consider the possibility of implementing an appropriate diversity policy in the future, if it turns out to be necessary to maintain diversity in relation to the company's governing bodies and its key managers.
Information on the rules regarding a change of the auditor of the Company and AmRest Holdings SE capital group
Pursuant to the Resolution of the Board of Directors of AmRest Holdings SE number 3/12/2011 of December 13th, 2011 adopted in accordance with § 12.1.(c) of the Company Statute, the auditor of the Company and AmRest Holdings SE capital group shall be tendered at least once for every five years. Choosing of the statutory auditor is the responsibility of Board of Directors.
According to the Act on Statutory Auditors, Their Self-Governing Organization, Entities Authorized to Audit Financial Statements and on Public Oversight (dated May 7th, 2009) a key statutory auditor shall pursue audit activities in the same public interest entity in a period not exceeding 5 years (Art. 89.). A key statutory auditor may perform audit activities in the same public company once again after the lapse of at least 2 years.
The entity, that carries out the audit of the financial statements of the AmRest Group – BDO Sp. z o.o. - has been selected in compliance with the provisions of the law. Both the entity and auditors conducting the audit meet the requirements necessary to enable them to issue an unbiased and independent audit opinion, in accordance with the relevant laws.The agreement with BDO Sp. z o.o. was signed on July 4th, 2017 and is valid until December 31st, 2019.
Information about the planned dividend and the dividend paid out by the company in the last 5 financial years
Currently the Board of Directors of the Issuer does not plan to pay dividends. The profit is allocated as reserve capital for further development or to cover potential losses.
In the last 5 financial years the Company did not pay out any dividends.
The shareholders have the right to participate in the profit reported in the audited annual financial statement and allocated by resolution of the General Shareholders’ Meeting to be paid to the shareholders of the Company. Decisions concerning profit distribution and dividend payments fall within the exclusive competence of the General Shareholders’ Meeting.
Holders of ordinary shares are authorized to receive dividend and have voting rights at the General Shareholders’ Meetings proportionate to their holdings (each share entitles to exercise one vote).