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A set of applied corporate governance rules

A set of applied corporate governance rules

In 2013, PKN ORLEN complied with the ‘Best Practice for Companies Listed on the Stock Exchange’ (‘BPCL’) valid for the Warsaw Stock Exchange. The Code of BPCL can be found on the website dedicated to the corporate governance at the Warsaw Stock Exchange: www.corp-gov.gpw.pl and on the corporate website of PKN ORLEN: www. orlen.pl in the ‘Investor Relations’ section dedicated to the Company’s shareholders under ‘Shareholder services & tools’ in the ‘WSE Best Practice’ tab (http://www.orlen.pl/EN/InvestorRelations/ShareholderServicesTools/ Pages/WSEBestPractice.aspx)

The Company currently does not apply the rule described in part IV, point 10 of ‘BPCL’, regarding the shareholders right to take part in the General Meeting, using electronic means of communication, by broadcasting the General Meeting and allowing the bilateral communication set out in the real-time, with regard to the bilateral communication in the real-time. The other obligatory rules of the corporate governance contained in the ‘BPCL’ are applied by PKN ORLEN.

Communication with the capital market

The Company undertakes a number of activities to improve communication with its environment. In order to reach a wide range of recipients it applies both traditional and modern tools of communication with the capital market representatives. It organizes direct internet transmissions with simultaneous translation into English from media conferences following each significant event in the Company’s life, such as quarterly results publication, announcement of strategies, as well as from the PKN ORLEN General Meeting. Video records from the conference are stored on the Company’s website, thus, it is possible to view a selected past event.

Corporate website www.orlen.pl

PKN ORLEN has its corporate website, which is a reliable and useful source of information about the Company for the capital market representatives. Additionally, for shareholders, investors and stock market analysts, the Company’s webpage provides investor relations section (http://www.orlen.pl/EN/ InvestorRelations). The internet service contents are prepared in a transparent, fair and complete way so as to enable the investors and analysts to take decisions based on the information presented by the Company. The Investor relations section is maintained both in Polish and in English.

The section is divided into a few tabs, where all the current and periodical reports published by the Company can be found, as well as presentations prepared for significant events in the Company with audio and video recording of such events.

The Investor relations section contains a lot of modern tools and information on the Company useful to investors and stock market analysts. This section is continuously improved in line with the latest market standards.

One can find there, among others:

  • interactive diagrams and tables fastly comparing the Company’s financial ratios in different periods,
  • interactive diagrams and tables showing PKN ORLEN’s shares quotations with a calculator of the return on investment in the Company’s stock. These diagrams enable comparison of stock quotations with the main stock indexes which include the Company’s stock. To a diagram showing PKN ORLEN share quotations a diagram showing the quotation of one of the indexes: WIG, WIG20, WIG30 or WIG-PALIWA (WIG-FUELS) can be attached,
  • financial statements, gathered in one place together with the presentations that describe them and that were prepared for the capital market representatives, the records of teleconferences with the stock market investors on the occasion of publication of the financial results and the worksheets with the data from the presentations and financial statements that simplifies the data analysis,
  • special form for contacts with the Company in respect of PKN ORLEN’s General Meetings, in accordance with the regulations of the Commercial Companies Code,
  • possibility to subscribe to various types of PKN ORLEN’s newsletters, including the most recent investor relations news. Section has also RSS feed, that enables all new information placed in it to reach recipients immediately, particularly in relation to stock reports and macroeconomic data,
  • an option to sign up for reminders concerning the events from the event’s Calendar. One can enter the selected dates to calendars in his mail programs as well as sign up for the events’ reminders sent by e-mail or SMS. One can decide before which events he wants to receive reminders – it can be one or several of them as well as all events entered to the PKN ORLEN investor relations’ calendar, both in the current and in the next years.

For continuous improvements of Investor relations section on www.orlen.pl website and having regard to capital market representatives’ information need in 2013:

  • new tab ‘Bonds’ was created in the ‘Shareholder services & tools’ section. It presents significant information regarding PKN ORLEN’s public bond issue programme dedicated to individual stock investors. This section also allows to download documents relating to the entire programme (issue prospectus with appendices) and also individual issues (final offer conditions, a table with interest payment dates). In the tab all announcements published by the Company regarding the programme and the contact information to the brokerage offices handling the issue programme are gathered,
  • a section containing a set of financial statements materials was complemented with the financial data from the statements in editable version.

On the website, in the investor relations section, there is also a tab concerning the corporate governance. One can find there the Company’s annual reports on complying with best practice rules and the ‘Code of BPLC. There is also brief information on best practice applied by the Company, the rules for selecting an entity authorized to audit the financial statements as well as information about the participation of women and men in the Company’s Management Board and the Supervisory Board in the last two years.

The General Meeting tab in the Investor relations section contains the set of corporate documents and a guide for shareholders ‘How to participate in General Meeting of PKN ORLEN’, updated according to changes that occur in the commonly applicable provisions of law. The investor relation section provides also the information on the dates of General Meetings, draft resolutions and the whole set of documents presented to the shareholders at General Meetings. The Company ensures also communication with its shareholders via a special online contact form related to general meetings.

Moreover PKN ORLEN has the mobile version of its corporate website (m.orlen.pl) and the mobile version of annual report on-line (m.raport.orlen. pl). Users of the mobile devices can access the key information concerning PKN ORLEN known from the original version of the websites in an easy and fast way. The website m.orlen.pl provides access to e.g. stock market reports, stock quotations, financial results or press information. Via the mobile devices one can also listen to the business audiobook about the history of Polish petroleum industry or reach for electronic publications. In the ‘Press centre’ tab, audio files with recordings of press conferences are available. The mobile version of the corporate website enables also establishing a phone connection with the Company in a fast way via function ‘click to call’. The mobile version of the annual report contains the entire content of the original annual report. It should be emphasized that it has a form of an internet service and not an application thus it does not require any software updates.

Platforms m.orlen.pl and m.raport.orlen.pl are available in Polish and English version.

Direct contacts with capital market representatives

On a regular basis the Company actively participates in the meetings with investors and analysts both in Poland and abroad. Conferences, individual and group meeting, and teleconferences are organized with stakeholders on the capital market. The Company’s representatives regularly realise also the roadshows – series of meetings with investors at their work place, in-country and abroad. For the capital market representatives interested in the Company’s operations also the so-called site visits are organized, i.e. visits of shareholders or analysts in the production plant and other trade and production activity places which allow them to better acquaint with the Company specifics.

During the meetings the representatives of PKN ORLEN provide information about the Company, however, it is also an occasion to get feedback from the shareholders, investors or stock exchange analysts. Thanks to this feedback the Company, being aware of the information needs of its recipients, can develop and improve its relations with the capital market.

The Company is striving to broaden and diversify its investors base. Thus, it undertakes activities aimed at active promotion of its business activity amongst prospective shareholders, also in new financial centres worldwide.

With a view to develop the forms and quality of communication with the capital market, the Company published in 2013 on a quarterly basis the so-called ‘trading statement’, i.e. operational and financial estimates and expectations of operating profit (EBIT) trends, taking into account the impact of macroeconomic factors and significant one-offs on the operating profit (EBIT). Purpose of these reports was to provide capital market participants with information about the estimated ORLEN Group financial results in the period between end of the quarter and publication of the interim report for the period. In February 2013, the Company resigned from continuing publication of ‘trading statement’.

Due to the fact that the Company has speeded up the publishing dates of financial statements, trading statement does no longer significantly play its role. W lutym 2013 roku Spółka zrezygnowała z kontynuowania publikacji ‘trading statement’.

The important actions carried out for the broad group of investors by the Company in the last year included i.e.:

  • organising PKN ORLEN’s Investor and Analyst days. The first day was dedicated to deepened discussion on PKN ORLEN’s strategy for 2013–2017. On the second day the invited guests visited PKN ORLEN’s drilling rig used in exploring for shale gas under the Lubartów concession,
  • announcing the public bond issues programme dedicated to individual investors. Within the programme. 4 series of bonds of total value of PLN 700m were issued. The issued bonds are traded on the Catalyst market,
  • PKN ORLEN’s participation in an educational campaign ‘Akcjonariat Obywatelski. Inwestuj Świadomie’ (‘Citizens Shareholders. Invest Knowingly’) dedicated to individual stock investors.

The care for communication with the capital market players was appreciated also in 2013 and reflected through the awards granted to the Company in the area of investor relations:

  • II place in Investor relations category of the ‘Listed company of the 2012’ competition organized by the Puls Biznesu,
  • the main award in Polish listed companies belonging to WIG20 and mWIG40 category in ‘Złota Strona Emitenta’ (‘Golden Website’) competition, organized by the Polish Association of Listed Companies,
  • the award ‘Best investor relations by a Polish company 2013’ in competition organized by monthly IR Magazine,
  • in 2013 PKN ORLEN maintained its presence in VI and VII edition of Respect Index project,
  • PKN ORLEN was ranked among the top three best reporting ESG non-financial data listed companies belonging to WIG20 and mWIG40 and in the group of companies in the energy sector, in the II edition of ranking organized by the Polish Association of Listed Companies. GES and Crido Business Consulting,
  • The special award ‘The Best of The Best’ in ‘Best Annual Report 2012’ competition, organized by the Institute of Accounting and Taxation and the special distinction of an educational campaign ‘Akcjonariat Obywatelski. Inwestuj Świadomie’ (‘Citizens Shareholders. Invest Knowingly’) for achieving the highest score in the history of the competition and keeping the financial reporting, from shareholders’ and inventors’ point of view, in an exemplary way.

The Company’s reaction to appearing public opinions and information injuring its reputation

In PKN ORLEN, there is an internal regulation in force, concerning the rules of taking actions which create the image of the Company and contacts with the mass media representatives as well as passing the information, relevant for the PKN ORLEN’s image, to the Corporate Communication Department’s Director. This regulation obliges to multistage verification of information concerning the Company and its representatives before it’s made public.

The above regulation sets also the rules of reaction in a situation, when opinions and information expressed in public by third parties may harm the Company’s reputation. The person responsible for the coordination of this process is the Director of the Corporate Communication Department. As such opinions and information appears, the Company verifies their reliability, evaluates the importance and then decides about issuing a disclaimer or closing the case because of the PKN ORLEN’s interest or low impact of the occurred misstatements. In case information as well as opinion presented by a third party has serious influence the Company prepares a disclaimer in order to clarify false information or opinion.

Depending on the nature of the matter, the prepared disclaimer is sent to the institution which delivered the information, harmful for PKN ORLEN, and/or is posted on the corporate website http://www.orlen.pl/EN/ in the Press Centre tab or is distributed in form of press release.

Reporting on PKN ORLEN’s activity in the corporate social responsibility area

PKN ORLEN applies the social responsibility rules, based on ‘Values and rules of conduct of PKN ORLEN S.A.’. The document, which was adopted in September 2012 by the Company’s Management Board set a new mission. New values responding to the challenges faced currently and supporting the realization of business strategy were implemented. Responsibility, Progress, People, Energy, Dependability are the values which show the way to attain ambitious goals to the firm and its people.

The changes are accompanied by the constant elements. It is, for example, PKN ORLEN’s participation in GLOBAL COMPACT, initiative of the Secretary-General of the United Nations. The ten principles in the areas of human rights, labour standards, the environmental protection and anti-corruption, present the operational priorities of the Company for years.

The Company communicates the operations in area of corporate social responsibility by social reports prepared regularly. Since its establishment, it published nine of them. Since 2008, they have been prepared in accordance with the GRI (Global Reporting Initiative) international standard. The Report CSR 2012 was prepared in accordance with GRI G3.1 Guidelines at B level. The report informs in details about e.g. environmental protection, employment and decent work and respecting human rights matters. As the previous ones, it was published on the Company’s website: http://www. orlen.pl/EN/CSR/Reports/Pages/default.aspx.

Permanent care of people is reflected in carried out by PKN ORLEN and the ORLEN’s Foundation – DAR SERCA social campaigns, programmes addressed to current and ex-employees, or projects for local communities. The ORLEN’s Foundation – Dar Serca is a public benefit organization, established to implement the social mission of the Founder. The mission of the corporate Foundation (one of the first on the Polish market) is to manage activities with high value added, for equalling of opportunities for children without parental care and active partnership with local communities, implemented by encouraging and supporting youth in the process of education, involvement in improvement of safety and health protection projects.

The Foundation informs about conducted projects on its website in annual reports:
http://www. orlendarserca.pl/PL/NaszaDzialalnosc/Strony/ Sprawozdanie-z-dzialalnosci.aspx.

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