Transparency and clarity are the main principles of our communications. As a public company, Agora is obliged to comply with a number of regulations specifying how we inform the public about the company and its operations. To this end we ensure that all stakeholders have equal access to information and develop diverse communication tools.
We make every effort to ensure information confidentiality and its proper dissemination inside the organization. To this end we observe the principles of corporate governance and reporting as specified by the regulator.
The company’s governing bodies are: Supervisory Board, Management Board and General Meeting of Shareholders. Competence scopes and codes regulating the operations of the governing bodies are detailed in the organization’s Statutes (Statutes available on the website agora.pl and in the Supervisory Board and Management Board by-laws).
The Management Board of Agora S.A. may comprise of three to six people. The Management Board operates on the daily basis according to the rules set out in the Company's Statute and its By-laws. Members of the Management Board meet regularly at least once a week on formal seatings. All the decisions of the Management Board are taken collectively. However, each member of the Management Board personally manages relevant areas of the Group's operations.
The composition of the management board has not changed until the publication date of the report.
The Management Board operates according to the rules set out in the company's Statute and its By-laws.
The Supervisory Board consists of minimum five and maximum six members. The rules governing the Supervisory Board's activities are set in details in the Company's Statute.
As at the date of submission of this report.
The composition of the management board has not changed until the publication date of the report. In June 2019 Andrzej Dobosz was replacement by Tomasz Karusewicz.
Members of the Supervisory Board of Agora S.A. do not run a competitive activity against Agora SA. as well as they do not participate in a competitive company as a partner in a civil law partnership, partnership or as a member of the competitive body of a capital company or a member of the body of any competitive legal entity. They are not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register, nor have they been sentenced by a valid judgment for offenses specified in the provisions of the Penal Code and the Commercial Companies Code. Members of the Supervisory Board of Agora S.A. did not perform managerial or supervisory functions in entities which were in bankruptcy or liquidation during their term of office, were not deprived by the bankruptcy court of the right to run a business on their own account and as a member of the supervisory board, representative or proxy in a commercial company , state enterprise, cooperative, foundation or association. Pursuant to the provisions of the company's statute, at least half of the board members will meet the independence requirements set out in par. 20 section 4. All members of the Supervisory Board of Agora S.A. meet the criteria of an independent Member of the Supervisory Board indicated in § 20 para. 4 of the Company Statute.
In accordance with the statements made, the following Members of the Supervisory Board of Agora SA: Andrzej Szlęzak, Andrzej Dobosz, Dariusz Formela, Tomasz Sielicki, Maciej Wiśniewski, meet the independence criteria of a member of the Supervisory Board, defined by the European Commission in Annex II to the European Commission Recommendation 2005/162 / EC of on February 15, 2005 regarding the role of non-executive or supervisory directors of listed companies and committees of the (supervisory) board.
There is one Committee and one Commission operating within the Supervisory Board: the Audit Committee, and Human Resources and Remuneration Commission established in compliance with the Company’s Statutes, performing advisory role to the Supervisory Board. As at the date of submission of this Report, the Committee and Commission are composed of the following members:
Competences and procedures of the Audit Committee were set with the Bylaws of Audit Committee, is available on: www.agora.pl. The Audit Committee is responsible for monitoring financial reporting of the Company and the Agora Group, as well as financial audit activities, performing supervisory functions with respect to monitoring of internal control systems, internal audit and risk management, and performing supervisory activities with respect to monitoring the independence of external auditors.In order to exercise its powers, the Audit Committee may require the Company to provide certain information on accounting, finance, internal audit and risk management that is necessary for the performance of the Audit Committee's activities, and may examine the Company's documents. The meetings of the Audit Committee are convened when necessary, but at least four times per year. In 2018 the Audit Committee was convened six time. Meetings of the Audit Committee are convened by its chairman on his own initiative or at the request of a member of the Audit Committee, as well as at the request of the Management Board, internal or external auditor. Meetings of the Audit Committee may also be convened by the Chairman of the Supervisory Board. The Audit Committee submits to the Supervisory Board its motions, positions and recommendations in time for the Supervisory Board to take appropriate actions, as well as annual and half-yearly reports on its activities in a given financial year and an assessment of the Company's situation in the areas within its competence.
In accordance with the Bylaws of the Human Resources and Remuneration Commission, responsibilities of the Commission include periodic assessment of the principles of remuneration of the Management Board members and providing the Supervisory Board with appropriate recommendations in this respect, making recommendations regarding the amount of remuneration and granting additional benefits to individual members of the Management Board for consideration by the Supervisory Board. When submitting the above recommendations to the Supervisory Board, the Commission should specify all forms of remuneration, in particular the fixed remuneration, the performance-based remuneration system and severance pay. Additionally, the Committee's competencies include advising the Supervisory Board on the selection criteria and the procedures for appointing Management Board members in cases provided for in the Company's Statutes, advising the Supervisory Board on the procedures to ensure proper succession of Management Board members in cases provided for in the Company's Statutes. Meetings of the Human Resources and Remuneration Commission are held as frequently as needed to ensure its proper operation, at least once a year. Meetings of the Commission are convened by its Chairperson on his/her own initiative or at the request of a member of the Commission, Supervisory Board or of the President of the Company’s Management Board. Meetings of the Commission may also be convened by the Chairman of the Supervisory Board. The Commission submits to the Supervisory Board its motions, positions and recommendations in time for the Supervisory Board to take appropriate actions, as well as annual reports on its activities in a given financial year and an assessment of the Company's situation in the areas within its competence.
With respect to the diversity recommendation and equal membership of women and men in the governing bodies, Management Board of Agora pointed out that they do not have influence over the selection of their members. Under the diversity policy adopted by the Agora in December 2015, the choice of candidates to any positions in the discretion of the Management Board is determined primarily by criteria such as knowledge, experience and skills necessary for filling the position. Application of this principle to all employees of the Agora allows for a healthy functioning of the organization and embracing new business challenges. Selection procedure for the Supervisory Board is specified in the Company’s Statutes and other relevant laws and regulations. The Company has limited influence on the composition of the supervisory body as well as its activities. Nevertheless, the six-person Supervisory Board in office in 2018 reflected all diversity policy principles. The procedure of appointing Members of the Management Board is also specified in the Statues of Agora Group. Only holders of A series shares are authorized to nominate candidates. In the opinion of the company, priority criteria for selecting candidates are high qualifications, professional experience in Agora Group’s core businesses and technical expertise to perform the responsibilities of Management Board Member. Members of the Company's Management Board have complementary experience and competences – they are graduates of: Warsaw School of Economics, Warsaw University of Technology University of Silesia, University of Łódź, University of Edinburgh, Wrocław University of Technology, Institute Francais de Gestion, Harvards Business School (professional training courses), University of Economics in Wrocław, MBA at the Warsaw University of Technology Business School. It should be noted that the key aspect in the process of selecting governing executives and key managers is to ensure wide spread and diversity of attributes, in particular in the area of professional experience, age, education and gender. The priorities are high qualifications and professional experience as well as expertise necessary to perform the function in question.
Tab. Gender structure in supervisory and management bodies of Agora S.A.
| Management Group | Supervisory Board | |
|---|---|---|
WOMEN
|
2 | 1 |
MEN
|
3 | 5 |
| Management Group | Supervisory Board | |
|---|---|---|
|
WOMEN
|
2 | 1 |
|
MEN
|
3 | 5 |
General Meeting of Shareholders of Agora S.A. is convened and arranged in accordance with the procedure and the rules provided for in the Commercial Companies Code, inter alia it approves the Company's financial statements decides about profit distribution or covering the loss, approves the performance of the members of the Company's governing bodies. The rules regarding the general meeting of shareholders are described in details in §§ 13 - 17 of the Company's Statute and the By-laws of the general meeting of shareholders. The Company informs about the dates of the consecutive general meetings of shareholders according to the law regulations, i.e. by the means of the regulatory filing and on the corporate website.
To the best of the Company’s knowledge, as at the day of publication of this Directors’ Report, the following shareholders were entitled to exercise over 5% of voting rights at the General Meeting of the Company:
Tab. Shareholders with major holings of shares
| number of shares | number of shares | number of votes at GM | % of votes at GM | |
|---|---|---|---|---|
| Agora-Holding Sp. z o.o. (1)(2) | 5 401 852 | 11.60 | 22 528 252 | 35.36 |
| Powszechne Towarzystwo Emerytalne PZU S.A. (Otwarty Fundusz Emerytalny PZU Złota Jesień oraz Dobrowolny Fundusz Emerytalny PZU) (1)(3) | 7 594 611 | 16.30 | 7 594 611 | 11.92 |
|
including: Otwarty Fundusz Emerytalny PZU Złota Jesień (1) (3) |
7 585 661 | 16.28 | 7 585 661 | 11.91 |
| Media Development Investment Fund, Inc. (MDIF Media Holdings I, LLC) (1)(4) | 5 350 000 | 11.49 | 5 350 000 | 8.40 |
| Nationale – Nederlanden Powszechne Towarzystwo Emerytalne S.A. (Nationale – Nederlanden Otwarty Fundusz Emerytalny oraz Nationale Nederlanden Dobrowolny Fundusz Emerytalny) (1)(5) | 4 493 055 | 9.65 | 4 493 055 | 7.05 |
(1) number of shares according to the shareholder’s notification – as at 27 December 2012; proportion of voting rights and percentage of share capital of Agora S.A. were recalculated by the Company after registration of the reduction of Company’s share capital.
(2) in accordance with the last notification dated 24 September 2015.
(3) in accordance with the last notification dated 27 December 2012.
(4) in accordance with the official notification received on 6 June 2016.
(5) in accordance with the last notification dated 9 June 2016.
Agora fully recognizes the importance of the corporate governance rules and their role in enhancing the transparency of public companies. The company is therefore committed to observing them in day-to-day operations. Agora S.A. is a company listed on Warsaw Stock Exchange, in indices: WIG, sWIG80, WIG-MEDIA and the RESPECT Index (since 18 Dec. 2017) on the main market, in continuous trading in the Media sector. The company debuted on WSE on 20 April 1999.
The company makes every effort to ensure proper communications with investors and shareholders and a transparent information policy. We have also adhered to the code of best practices of companies listed on Warsaw Stock Exchange since the first edition of ‘Code of Best Practice for WSE Listed Companies’ in 2002.
Agora S.A. issues a report and announcement on the adherence to corporate governance principles by Agora S.A. The document includes information about: compliance with the good practices code of WSE listed companies, policy and communication with investors, good practices of management boards of public companies and members of supervisory boards, the general assembly and relations with shareholders, the composition, changes and operating principles of managing and supervisory bodies and their committees: management board, supervisory board and committees and commissions within the supervisory boards, internal controls and risk management with respect to making financial statements and consolidated statements, remuneration policy, diversity policy, social and sponsoring policy. Agora S.A. 2018 corporate governance announcement and report are available on: www.agora.pl.
In 2018, Agora S.A. was required to comply with the corporate governance code set out in the document “Best Practice for WSE Listed Companies 2016” (“Code of Best Practice”) and observed relevant international standards. Company continued to strive for the highest standards of corporate governance and observe the principle of limited communication with the capital market in blackout periods, i.e. before the publication of Agora Group’s financial results. Agora knows and respects the regulations relevant to trading Agora’s financial instruments. The Code of Best Practice was adopted by resolution No 26/413/2015 of the WSE Board dated 13 October 2015. The Management Board of the Company exercises due care in order to observe the principles of the Code of Best Practice. The Code of Best Practice has been published on the WSE’s website.
Good Practices are grouped into six areas: information policy and communication with investors, Management Board and Supervisory Board, internal systems and functions, General Meeting of Shareholders and relations with shareholders, conflict of interests and transactions with affiliated entities, remuneration. The document contains: 20 recommendations (R) and 70 detailed guidelines (Z).
In 2018, the Company complied with all rules set out in the Code of Best Practice. The recommendation on providing shareholders with the possibility to participate in general meetings using electronic communication means (IV.R.2), as regards enabling shareholders to participate through real-time bilateral communication where shareholders may take the floor during a general meeting from a location other than the general meeting, was complied with by means of a dedicated e-mail address.
Report relating to Agora S.A. compliance with the corporate governance rules in 2018 .
In 2018 Agora S.A. was included in RESPECT Index of Socially Responsible Businesses of Warsaw Stock Exchange. WSE announced the 12th edition of RESPECT on 12 December 2018. Companies included in RESPECT are viewed as managed in a responsible and sustainable manner, thus are attractive to investors and characterized by a higher rate of return.
companies were included in the 12th
31
RESPECT Index
Inclusion in RESPECT Index is a proof of Agora’s commitment to ESG aspects (Environmental, Social and Governance).
The new RESPECT Index was presented on 27 December 2018. Candidates are qualified for RESPECT in a three-step procedure. 31 companies successfully qualified in the 12th edition, including one debut and one returning company.
RESPECT Index is the first index of responsible companies created in Central and Eastern Europe. The project was launched by Warsaw Stock Exchange in 2009 when the first portfolio was published. RESPECT includes both Polish and foreign companies listed on the WSE Main Market with than the market average expressed in the WIG index. RESPECT companies are selected from companies listed at the WSE Main Market, with highest trading liquidity, included in the following indices: WIG20, mWIG40 and sWIG80. After completion of the three-step validation process carried by Warsaw Stock Exchange and Polish Association of Listed Companies, the new list of RESPECT brands is compiled, with companies whose market communications are impeccable, conducted through current and periodic reports and their corporate websites. The third condition is socially responsible behaviour towards the environment, community and employees, analysed on the basis of a questionnaire verified by the project auditor.
value increase of RESPECT Index from November 2009 to December 2018
70%
Blocks of shares in the index are determined on the same basis as in the case of other stock market indices and represent a number of shares in any type of trading less a number of shares introduced into trade. The share of major companies in the index are limited to 25 per cent, whereas the index has less than 20 underlying companies and to 10 per cent when the number of index underlying companies exceeds 20. Between November 2009 and December 2018, over nine years of its existence, the value of RESPECT grew by 70 per cent. In the same period WIG grew by 47 per cent and WIG20 dropped by four per cent. More information - http://www.odpowiedzialni.gpw.pl
Agora S.A. maintains transparent communications with all stakeholders, including investors and shareholders. To ensure two-way dialogue, Agora develops intuitive communication tools and offers ready access to information (newsletters, mobile website, Twitter account (@Agora SA) and LinkedIn, mailing of industry-specific reports on specific segments of the company’s operations).
For better insight into the company’s situation, Agora offers analysts and investors market and industry reports and analyses as well as the possibility of face-to-face contact with the representatives of investor relations, corporate communications and the company’s Management Board.
Agora regularly organizers meetings for investors, shareholders and the media, with presentations of the group’s financial results. At least four such meetings for investors and journalists are held each year. Additionally, at least once a year representatives of the capital market and the media are invited to participate in Agora Open Day, when they can interview managers of the group’s businesses.
Agora also regularly holds meetings dedicated to important corporate events. One such event organized in 2018 was the announcement of Strategy of Agora for 2018-2022. To provide equal access to information, Agora streams the reporting sessions online with simultaneous translation to English. On-site as well as online participants can join in a Q&A session with the members of Management Board of Agora. Channels of communication with the market also include collecting investor feedback, through individual interviews by the members of Investor Relations team as well as through questionnaires that make allow respondent to express their opinions and expectations anonymously.
SEE INVESTOR RELATIONS WEBSITE .
Investor relations are an element of building company’s value on the capital market. The company stays in touch with representatives of the market and, following each key event, collects feedback from investors and analysts, analyses and implements new solutions and instruments to further facilitate communication with the market.
Agora also instantly responds to all queries from stakeholders, particularly investors or the media, and monitors standard and social media.
With the solutions listed above, Agora is placed among the most transparent companies on the market and boasts an evident increase in the activity of its shareholders, investors and analysts. Contacts are often initiated by the stakeholders who value speedy and informative responses and the always open, wide communication channel of communication with Investor Relations of Agora.
In 2018 Agora S.A. launched a new style intuitive corporate and investor relations web services. After nearly 20 years on Warsaw Stock Exchange and with rich archives of corporate information and documents, this aspect is crucial to the investment rating of Agora.
New solutions, alerts, tools for saving favourite links and files, an efficient search machine and easy navigation were appreciated by the users of the service and experts. A modern and functional service is an interactive showcase for Agora media group.
It combines clarity with features important for shareholders, investors and analysts as well as other stakeholders.
Agora was among the winners of the 11th Golden Website competition organized by Polish Association of Listed Companies on categories s ‘Best IR Service’ and ‘Leader of Online Communications’.
The awards attest to high quality of Agora’s investor relations and communications with the capital market. Agora S.A. was the only listed brand that won in two categories ‘Best IR Service’ and ‘Leader of Online Communications’ among medium size companies.
The Agora Group regularly monitors risks involved in its ongoing operations.
Agora Group has internal control and risk management systems currently in place.
Agora Group has implemented a Risk Management Policy aimed at specifying the rules and framework of risk management processes and key concepts relevant to risk management. The document specifies: division of responsibilities risk management timeline; categories of risk; risk reporting: register and map of risks and acceptable risk threshold.
Agora Group also developed Internal Audit Regulations and Risk Register – Map of Risks.
Agora Group executives perform tasks involved in internal control system and continuous supervision over its effectiveness as part of managing the Group’s businesses. Moreover, the Group has Internal Audit department that formally identifies risks in the area of internal control and security and recommends to the Management Board measures to reduce the risks when applicable.
Supervisory Board holds regular meetings with the International Audit Department, to discuss the contents of reports on selected operations and decide on specific measures. In 2017 ten such meetings took place, in 2018 – six.
Agora Group performs regular assessment of selected areas of the company’s operations in order to eliminate potential risks and determines materiality of risks.
In 2018, Agora Group:
As regards environmental protection, in 2018 one penalty imposed by the Energy Regulatory Office was recorded:
In 2018, in terms of compliance with regulations and voluntary codes of marketing communication, including advertising, promotion and sponsorship, one case was found:
Due to the nature of Agora’s business as a newspaper publisher, the company is involved in a number of civil cases brought in relation to an infringement of the right to protection of personality in press publications. Agora is also a party to administrative and court-administrative proceedings in connection with complaints about the refusal by the company to disclose personal data of users of websites of the company to entities other than authorized bodies.
