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best practices

What we mean by good practices?

For Orange Polska, good practices are natural and unforced reflection of the application of corporate governance rules and an element of the company’s responsibility towards the market environment in which it operates. We follow good practices in order to enhance the transparency in our Company, improve the quality of communication with the current and prospective investors, and reinforce the shareholders’ rights protection, also in the matters not regulated by law. We believe that good practices are an added value in any company operating in line with corporate governance rules.

Best practices followed by Orange Polska.

Since January 1, 2016 Orange Polska S.A. complies with the corporate governance rules described in the document "Code of Best Practice for WSE Listed Companies 2016" attached to the resolution no. 26/1413/2015 of the Supervisory Board of the Warsaw Stock Exchange dated October 13, 2015.

For more information about corporate governance on Warsaw Stock Exchange please visit www.gpw.pl/WSE_corporate_governance

In compliance with principle I.Z.1.13, please find below our statement on compliance with the corporate governance recommendations and principles enclosed in the Code of Best Practice for WSE Listed Companies 2016.

Every year, together with the annual report, the Company publishes a report on the application of the principles of corporate governance in the given year.

Statement on the Company’s compliance with the corporate governance recommendations and principles contained in the Best Practices for GPW Listed Companies 2016


Below are annual corporate governance statements for past years:

Corporate governance statement for 2015 – download PDF file

Corporate governance statement for 2014 – download PDF file

Corporate governance statement for 2013 – download PDF file

Corporate governance statement for 2012 – download PDF file

Corporate governance statement for 2011 – download PDF file

Corporate governance statement for 2010 – download PDF file

Corporate governance statement for 2009 – download PDF file

Corporate governance statement for 2008 – download PDF file

Corporate governance statement for 2007 – download PDF file

Corporate governance statement for 2006 – download PDF file

 

Chart on division of duties and responsibilities among members of the management board

 

Transactions with related entities

Orange Polska applied strict procedures for the avoidance of conflicts of interest, identification of related entities as well as conclusion and monitoring of transactions with such entities. These procedures are set out in the Regulations of the Supervisory Board and other by-laws of the Company.


Compliance management

Orange Polska has launched the Compliance Management Programme. Its main objectives are risk identification, incident monitoring as well as initiation and implementation of corrective actions aimed at preventing potential negative effects of non-compliance with legal regulations, good practices or market standards.

Orange Polska Code of Ethics

The Code of Ethics was adopted in Orange Polska in 2008.

For us, the Code means:

  • A set of standards and values of fundamental importance for our work and reputation, as well as Orange Polska’s relationship with shareholders, customers, employees, suppliers, competition and the environment in which we operate;

  • Attitudes and behaviours which are most desired and expected by our customers, shareholders, business partners and local communities;

  • Our Code of Ethics has been based on the fundamental principles formulated in the Universal Declaration of Human Rights, International Labour Organisation’s recommendations as well as OECD’s anti-discrimination and anti-corruption guidelines.

Whistleblowing

Orange Polska attaches great importance to the concept of whistleblowing as a tool which enables its employees to submit in a safe and fully anonymous manner any comments or doubts related to potential fraud or offence in the Company and report cases of broadly understood wrongdoing among employees. Such cases may be reported through dedicated channels, particularly to the Ethics Committee’s special e-mail box, zapytaj.etyka@orange.com (‘ask an ethicist’). Owing to this solution, whistleblowers who report fraud in good faith are guaranteed confidentiality and non-retaliation.

Orange Polska attaches great importance to the concept of whistleblowing as a tool which enables its employees to submit in a safe and fully anonymous manner any comments or doubts related to potential fraud or offence in the Company and report cases of broadly understood wrongdoing among employees. Such cases may be reported through dedicated channels, particularly to the Ethics Committee’s special e-mail box, zapytaj.etyka@orange.com (‘ask an ethicist’). Owing to this solution, whistleblowers who report fraud in good faith are guaranteed confidentiality and non-retaliation.

Auditors

Ernst & Young Audyt Polska Sp. z o.o. Sp. Komandytowa (Rondo ONZ 1, 00-124 Warsaw) is authorised to audit the standalone financial statements of Orange Polska and consolidated financial statements of the Orange Polska Group. Half-year financials statements are subject to a review by the auditors, whereas the annual financial statements are subject to an audit.

For the description of a procedure for changing the Company’s auditors click here.

Financial forecast

2016

On February 15, 2016, Orange Polska published a financial forecast for 2016. Management forecasted, that adjusted EBITDA to be in the range of PLN 3.15-3.30 billion. Financial leverage defined as net debt-to-adjusted EBITDA is expected to be not higher than 2.2x.

The forecast has been fullfiled - Adjusted EBITDA was PLN 3,163 million, while the net financial debt to adjusted EBITDA ratio was 2.1 in 2016.

2017

On February 13, 2017, Orange Polska published a financial forecast for 2017. Management forecasts, that adjusted EBITDA to be in the range of PLN 2.8–3.0 billion.

RESPECT Index of WSE

Orange Polska shares listed on the Warsaw Stock Exchange (WSE) have been present in the RESPECT Index since its launch in 2009. The RESPECT Index portfolio consists of WSE listed companies which are ranked highest in terms of corporate social responsibility (CSR), particularly investor relations. In order to be included in the Index portfolio, the Company had to demonstrate that it operated in accordance with the best management standards in corporate governance, investor relations and reporting, as well as environmental matters, social responsibility, labour relations and sustained development.

For more information about the RESPECT Index please visit http://www.odpowiedzialni.gpw.pl/.

Orange Polska SA is a constituent of the FTSE4Good Emerging Index

FTSE Russell (the trading name of FTSE International Limited and Frank Russell Company) confirms that Orange Polska SA has been independently assessed according to the FTSE4Good criteria, and has satisfied the requirements to become a constituent of the FTSE4Good Index Series. Created by the global index provider FTSE Russell, the FTSE4Good Index Series is designed to measure the performance of companies demonstrating strong Environmental, Social and Governance (ESG) practices. The FTSE4Good indices are used by a wide variety of market participants to create and assess responsible investment funds and other products.

In December 2016, FTSE Russell launched the FTSE4Good Emerging Index. This index is an extension to the FTSE4Good Index series and covers over 20 emerging countries.

CSR Report

The CSR Report presents our social responsibility strategy with respect to the business environment in which we operate. In line with our strategy, which is monitored by the CSR Steering Committee, we consistently pursue the following objectives:

  • Digital inclusion – to allow everybody to use digital world solutions in a simple and safe way, independently from his/her abilities, place of residence, age and skills;

  • To enhance dialogue with our stakeholders, which helps us to better respond to the expectations of our customers, business partners, suppliers, investors, employees and social environment;

  • To build transparent and honest relations with our customers;

  • To provide all our investors with the complete information on our activity;

  • Safe network – to make the use of the latest technologies easy and risk-free;

  • Clean environment – to pursue our business objectives with respect for ecological principles and in harmony with the environment;

  • To build co-operation culture, where all employees would feel respected and could fulfil their professional and life goals.

CSR Report 2015

CSR Report 2014

CSR Report 2013

CSR Report 2012

CSR Report 2011

CSR Report 2007-2010

 

Diversity management policy at Orange Polska

In the Company, the diversity management policy is an element of the CSR strategy and applies to all the Company’s employees, including its officers and managers. We have added a specific clause to our recruitment procedure, introducing an obligation to recommend candidates of both sexes for all positions. It is a major challenge to promote women's professional activity and development and to increase the number of managerial positions held by them. Therefore, in this area we have set specific objectives, namely to maintain the share of women managers and increase the percentage of successors' posts with at least one woman in TOP 350 (key managers). We began to work on the development of a separate document dedicated to diversity management in Orange.

The Diversity Charter is an international initiative carried out under the umbrella of the European Commission and present in twelve EU member states. Orange Polska has been a signatory and the main partner of the Diversity Charter in Poland for two years. This demonstrates our commitment to diversity in the workplace. Every day we build corporate culture based on mutual respect for differences between us.

Examples of our Diversity Charter initiatives:

  • Employee education, e.g. “diversity management” is a component of the managers’ competence assessment;

  • Ensuring equal access to positions in the Company, regardless of gender or age: a special clause added to our recruitment procedure, providing for an obligation to recommend candidates of both sexes to all positions;

  • Promoting women’s professional activity, particularly professional development, and increasing the number of managerial positions held by women – we have set specific goals in this area, such as to maintain the percentage of women in managerial positions at 35% and increase the percentage of successor groups with at least one woman for TOP 350* positions to 65% (it was 41.7% in 2013);

  • Information about women and men’s participation in the Company’s Management Board and Supervisory Board.

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