Pursuant to Article 29(3) of The Warsaw Stock Exchange Rules Fast Finance Spółka Akcyjna submits a report concerning departure from the detailed rules included in the collection titled Best Practice for GPW Listed Companies 2016.
In comparison with the previously published report concerning the application of the rules included in Best Practice for GPW Listed Companies 2016, this report includes an amended description of the reasons for non-compliance with rules III.Z.2., III.Z.3. and III.Z.4., which was caused by the fact that the Issuer's Supervisory Board no longer performs the functions of the Audit Committee and by the election of new members of the Audit Committee.
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 explanation regarding lack of application of diversity policy can be found on the Issuer's website in the Corporate Governance tab.
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 the above rule.
The reason for the Issuer's non-compliance with the above rule is the fact that the Issuer does not transmit its general meetings due to the risk of disturbing due and timely conduct of the meetings, which may be caused by possible occurrence of technical or logistic issues. Additionally, in the opinion of the Issuer's management board the rules in force concerning participation in general meetings enable proper and effective exercise of the rights of all shareholders, including minority shareholders. The Issuer does not exclude the application of the above rule in the future.
I.Z.1.20. an audio or video recording of a general meeting,
The Company does not apply the above rule.
The reason for non-compliance with the above Best Practice rule is the opinion of the Issuer's management board that the information published and required by the law in force, regarding the convening and conduct of general meetings, enable all shareholders, including minority shareholders, to acquaint themselves with the items included in the agenda of a general meeting. The Issuer does not exclude the application of 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 does not participate in the above-mentioned exchange indices and the structure of its shareholding and scope of operations do not justify the preparation of the English language version of its website in the scope indicated in I.Z.1. but the management board provides translations of selected elements of the Company's website into English. In the future, if the Company meets the criteria of the above-mentioned indices or if circumstances occur referred to in the above rule, the Company will prepare an English version of its website in the scope required by I.Z.1.
Management Board and 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 apply the above principle.
The only restrictions regarding sitting of members of the Company's management board on the management board or supervisory board of other companies are provided in Article 16 of the articles of association, which provides that without a consent of the supervisory board a member of the management board cannot engage in competitive business as a shareholder or member of management or supervisory bodies. Nevertheless, it is worth mentioning in the case of Fast Finance S.A. that both members of the management board both historically, starting from the establishment of Fast Finance Sp. z o.o. and in terms of their capital involvement (each holds 42.53% of the share capital) are connected with the Company and it is thanks to their efforts, among other things, that the Company owes its growth and improving performance. The Issuer does not exclude the application of the above rule 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 apply the above rule.
Because of its structure, the Company does not employ persons responsible for risk management, internal audit and compliance. The above issues are the direct responsibility of the Company's management board which manages the Company's risk and is responsible for compliance issues, as well as of the supervisory board and of the created Audit Committee. As the body responsible for the implementation and maintaining of effective internal control systems, risk management, compliance and internal audit, the Company's management board monitors on an ongoing basis the need for the appointment of persons directly responsible for the above functions and if such need arises it will comply with the above detailed 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 apply the above rule.
With reference to the explanation given in respect of item III.Z.2., the Company does not apply the above rule of Best Practice because of the reasons given above. As the body responsible for the implementation and maintaining of effective internal control systems, risk management, compliance and internal audit, the Company's management board monitors on an ongoing basis the need for the appointment of persons directly responsible for the above functions and if such need arises it will comply with the above detailed rule of Best Practice. The Issuer's supervisory board has appointed members of the Audit Committee and the information about independence of individual members of the supervisory board can be found on the Issuer's website in 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 apply the above rule.
In accordance with the detailed rule 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.
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 rule 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 apply the above rule.
The reason for the Issuer's non-compliance with the above rule is the fact that the Issuer does not transmit its general meetings due to the risk of disturbing due and timely conduct of the general meeting, which may be caused by possible occurrence of technical or logistic issues. Additionally, in the opinion of the Issuer's management board the rules in force concerning participation in general meetings enable proper and effective exercise of the rights of all shareholders, including minority shareholders. The Issuer does not exclude the application of 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. The Company's internal regulations include the methods of preventing, identification and resolution of conflict of interest, as well as the rules for excluding members of the management board or supervisory board from participation in examination of matters with an existing or potential conflict of interest.
The Company does not apply 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 officials 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 rule 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 rule 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 rule.
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 apply the above principle.
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 persons representing the company:
Jacek Longin Daroszewski - President of the Management Board
Jacek Zbigniew Krzemiński - Vice President of the Management Board
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