Pursuant to Article 29(3) of The Warsaw Stock Exchange Rules, Fast Finance Spółka Akcyjna submits a report regarding the degree of non-compliance with the detailed rules of “Best Practice for GPW Listed Companies 2016"
Disclosure Policy, Investor Communications
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’s comment regarding the manner of application of the above rule.
The explanation regarding non-compliance with the diversity policy can be found on the Issuer’s website under the Corporate Governance tab.
I.Z.1.16. information about the planned broadcast of a general meeting, not later than 7 days before the date of the general meeting.
The company does not comply with the above rule.
The reason for the Issuer’s non-compliance with the above rule is the fact that it does not broadcast the proceedings of its general meetings because of the risk of possible disturbance of smooth and timely proceedings of a general meeting which may be caused by possible technical or logistic problems. Additionally, in the opinion of the Issuer's management board, the currently followed principles of participation in general meetings enable proper and effective exercise of the rights of all shareholders, including minority shareholders. The Issuer does not exclude compliance with the above rule in the future.
I.Z.1.20. an audio or video recording of a general meeting,
The company does not comply with the above rule.
The reason for non-compliance with the above rule of Best Practice is the opinion of the Issuer's management board that the information required by law and published by the Issuer regarding the convening and conduct of general meetings offers access to all the details of the items on the agenda of the general meeting to all shareholders, including minority shareholders. The Issuer does not exclude compliance with the above rule in the future.
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.
Not applicable.
The company is not included in the above indices and its shareholding structure and scope of business do not justify the translation of its website into English in the scope indicated in I.Z.1. but the management board ensures translation of selected elements of the company’s website into English. In the future, if the company is added to the above indices or if there are circumstances referred to in the rule in question the company will prepare the English version of its website in the scope given in I.Z.1.
Management Board, Supervisory Board
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.
The company does not comply with the above rule.
The only restrictions for board members holding positions on the governing bodies of other companies are those laid down in Article 16 of the Articles of Association according to which, without the consent of the supervisory board a board member may not engage in competitive activity as a shareholder or officer. Nevertheless, in the case of Fast Finance S.A., it is worth noting that both board members, both historically, since the establishment of Fast Finance Sp. z o.o. and in terms of their capital ties (each of them holds a 42.53% of the share capital) are closely involved in the company and it is, among others, owing to their efforts that the company has been growing and its performance improving. The Issuer does not exlcude compliance with the above rule of Best Practice in the future.
Internal Systems and Functions
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.
The company does not comply with the above rule.
Because of its structure, the company does not employ persons responsible directly for risk management, internal audit or compliance. The above issues are the responsibility of the management board which manages risk in the company and which is responsible for compliance as well as of the supervisory board which at the same time serves as an audit committee. As the body responsible for the implementation and maintenance of effective internal control system, risk management, compliance and internal audit, the company's management board monitors on an ongoing basis whether the appointment of persons directly responsible for the above functions is needed and when such need arises it will comply with the above rule of Best Practice.
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.
The company does not comply with the above rule.
With reference to the explanation regarding item III.Z.2., the company does not comply with the above detailed principle of Best Practice for reasons mentioned above. As the body responsible for the implementation and maintenance of effective internal control system, risk management, compliance and internal audit the company's management board, monitors on an ongoing basis whether the appointment of persons directly responsible for the above functions is needed and when such need arises it will comply with the above rule of Best Practice. The Issuer's supervisory board serves as an audit committee and the information on independence of individual members of the supervisory board can be found on the Issuer's website under the Investor Relations tab.
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.
The company does not comply with the above rule.
In accordance with the detailed principle III.Z.1., implementation and maintenance of effective internal control, risk management and compliance systems as well as of internal audit are the responsibility of the company's management board. At the same time, the company does not employ persons responsible directly for internal audit and the role of the audit committee is performed by the supervisory board.
In view of the above and of the Issuer's structure, the management board regularly provides information and replies to questions received from representatives of the supervisory board, which simultaneously serves as the Issuer's audit committee and therefore it does not submit to the supervisory board the report referred to in this detailed principle of Best Practice.
The company's management board monitors on an ongoing basis whether the appointment of a person directly responsible for the above functions is needed and it also monitors the effectiveness of the systems and functions referred to in principle III.Z.1. and it does not rule out compliance with this principle in the future.
General Meeting, Shareholder Relations
IV.Z.2. If justified by the structure of shareholders, companies should ensure publicly available real-time broadcasts of general meetings.
The company does not comply with the above rule.
The reason for the Issuer’s non-compliance with the above rule is the fact that it does not broadcast the proceedings of its general meetings because of the risk of possible disturbance of smooth and timely proceedings of a general meeting which may be caused by possible technical or logistic problems. Additionally, in the opinion of the Issuer's management board, the currently followed principles of participation in general meetings enable proper and effective exercise of the rights of all shareholders, including minority shareholders. The Issuer does not exclude compliance with the above rule in the future.
Conflict of Interest, Related Party Transactions
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.
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 does not comply with the above rule.
As at the date of this information, the Issuer does not have any internal regulations relating to the criteria and circumstances under which a conflict of interest may arise in the company, or the rules of conduct where a conflict of interest has arisen or may arise.
The Issuer's management board informs, taking into account in particular the existing capital ties between board members and the company and the long-term nature of the service contracts with key managers, that so far no conflict of interest has occurred in the company and in the opinion of the Issuer's management board the risk of its occurrence in the future is insignificant. In the opinion of the management board, which is also confirmed in the company's history so far, all representatives and top level employees of the Issuer have been involved with the company for many years, have been promoting its growth and their relationship with the Issuer is of a long-term and permanent nature, which reduces the chance for a conflict of interest to a minimum.
At the same time, the Issuer's management board does not exclude introduction of regulations regarding conflict of interest in the future.
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.
Not applicable.
As at the date of this information the company has not introduced an incentive scheme. In the event an incentive scheme is introduced in the company, the Issuer will consider compliance with the above principle of Best Practice.
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.
Not applicable.
As at the date of this information the company has not introduced an incentive scheme. In the event an incentive scheme is introduced in the company, the Issuer will consider compliance with the above principle of Best Practice.
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.
The company's comment on the degree of compliance with the above principle.
As at the date of this information members of the company's supervisory board do not receive any remuneration.
VI.Z.4. In its 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.
The company does not comply with the above rule.
The company does not comply with the above rule of Best Practice because until the date of this information no remuneration policy has been adopted in the company.
The remuneration of individual employees, managers and board members is set based on individual contracts concluded between the employees in question and the company. The company's management board makes sure to keep the salaries at a level sufficient to ensure continued services and competitiveness of employment of its key employees, thus providing the Issuer with sufficient conditions for further growth, which is also confirmed in improving financial results achieved by the company in the past years.
The Issuer's management board does not exclude compliance with the above rule of Best Practice once a remuneration policy is adopted by the company.
Signatures of authorised representatives of the company:
Jacek Longin Daroszewski - President of the Management Board
Jacek Zbigniew Krzemiński - Vice President of the Management Board
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