Warsaw Stock Exchange Amends The Code Of Best Practice For WSE Listed Companies

26/11/2012

  • On 21 November 2012, the Supervisory Board of the Warsaw Stock Exchange approved amendments of the Code of Best Practice for WSE Listed Companies
  • The amendments mainly concern organisation of electronic general meetings by exchange-listed companies

 

Electronic general meetings, referred to in Article 4065 of the Code of Commercial Companies, are an important tool used to increase the corporate activity of shareholders. However, enabling shareholders and their plenipotentiaries to exercise the voting right during a general meeting from outside the venue of the general meeting through electronic communication means rests on a legal basis which could be considered insufficient for the full safety of the company. Therefore, the WSE has decided to keep the issue of remote voting in the first Section of the Code of Best Practice for WSE Listed Companies, i.e., to maintain this principle as a recommendation. As a consequence, issuers will not be required to publish current reports concerning the application of this principle. Issuers will be required to publish such information in annual reports.

Other options of participation in a general meeting through electronic communication means, i.e., transmission of the general meeting in real time and ensuring bilateral communication during the general meeting allowing shareholders outside the venue of the meeting to voice one's views during the meeting, are increasingly used in the practice of organising general meetings of public companies. As of 1 January 2013, both forms of electronic general meetings will apply as principles set out in point 10 of Section IV of the Code of Best Practice for WSE Listed Companies.

In addition, a principle has been added to Section II of the Code of Best Practice for WSE Listed Companies whereby management board of exchange-listed companies are required to publish a record of the general meeting in audio or video format on the corporate website. The principles, which is relevant to improvement of transparency of companies, appreciated also in the context of preventing potential manipulations related to the actual course of the general meeting, has replaced the existing recommendation in this regard.