Good practices
Best practices for companies listed on the WSE, effective from 1 July 2021.
Good practices for companies listed on the Warsaw Stock Exchange 2021
Information on the status of observance of good practices in 2021
Company authorities:
Tasks and responsibilities of members of the board:
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Tasks and responsibilities of the President of the Management Board, the Director of the Company, include supervision and control as well as management of all activities of the Company, in particular:
- Establishing strategic directions and goals and creating prospects for the company's development and UNIBEP group.
- Obtaining the planned results of the Company.
- Conducting the HR and payroll policy in the Company.
- Deciding on the admission, dismissal, award and reclassification of employees Companies.
- Issuing internal normative acts. f) Supervision over building and maintaining the company's image.
- Supervision over the implementation and maintenance of effective quality and control systems internal, risk management, supervision of compliance with the law (compliance) and the internal audit function.
- Supervising the activities of subordinate organizational units, including the Branch Infrastructure and area of export cubature construction.
- Supervision over the area of administration and transport economy of the Company
{slider Tasks and responsibilities of the Vice President of the Management Board of Unibep SA, Chief Financial Officer}
Tasks and responsibilities of the Vice-President of the Management Board, the Finance Director, include especially:
- Creating the financial policy of the Company and the UNIBEP Group.
- Optimizing the management of financial resources and creating i optimizing the company's tax policy.
- Organizing financing of investment projects and day-to-day operations Companies.
- Managing the financial liquidity of the Company.
- Supervision over the payment of the Company's obligations.
- Supervising all matters in the accounting area.
- Supervising issues related to the functioning of the Company on the Stock Exchange Valuables in Warsaw S.A., including in the field of information policy.
- Supervising the activities of subordinate organizational units, including the Branch UNIHOUSE.
{slider Tasks and responsibilities of the Vice-President of the Management Board, Construction Director}
Tasks and responsibilities of the Vice-President of the Management Board, Construction Director The cubature should in particular:
- Provision of a portfolio of orders in the area of domestic cubature construction in the general contracting system.
- Supervising all matters related to the preparation of offers in the area of domestic cubature construction in the general contracting system.
- Obtaining planned results on contracts in the area of domestic cubature construction.
- Supervising all matters related to the preparation, organization and implementation of construction sites in the area of domestic cubature construction. Supervision over the implementation of the policy of purchasing materials and equipment for construction sites in a subordinate area.
- Supervision of all matters related to the quality and technology of works in the field of domestic cubature construction.
- Supervising all matters related to the warranty service of construction sites in the area of domestic cubature construction in the general contracting system.
- Supervision over compliance, in particular in subordinate organizational units, with ethical standards and principles, fire regulations, occupational health and safety and environmental protection regulations.
- Optimization of the company's effectiveness in the areas of: preparation of offers, negotiation of contracts with investors, organization of construction production, quality of construction production, applied design solutions and technology of works as well as warranty service of construction sites.
- Market analysis in terms of resources, environment, competition, new technologies, order portfolio optimization.
- Supervising the activities of subordinate organizational units.
{slider Tasks and responsibilities of the Member of the management board of unibep sa, director of infrastructure}
Do zadań i odpowiedzialności Member of the management board of unibep sa, director of infrastructure should in particular:
- Supervision and control as well as management of the entire activity of the Infrastructure Division, including, inter alia:
- providing a portfolio of orders for the Infrastructure Department,
- obtaining the planned results of the Infrastructure Department,
- supervising all matters related to the preparation and implementation of orders obtained by the Infrastructure Department, supervising all matters related to the preparation of offers and warranty service for the Infrastructure Department,
- optimization of the effectiveness of the Infrastructure Department in terms of preparing offers,
- negotiating contracts, organizing production, production quality, applied design solutions, warranty service, market analysis in terms of resources, environment, competition, new technologies,
- optimization of the order portfolio of the Infrastructure Department, supervising the implementation of the policy of purchasing materials, equipment and devices for the needs of the Infrastructure Department.
- Supervision over compliance, in particular in subordinate organizational units, with ethical standards and principles, fire regulations, occupational health and safety and environmental protection regulations.
- Supervising the activities of subordinate organizational units.
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Current and periodic reportsand prospectuses and information memoranda with annexes:
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Prospectuses and information memoranda with annexes
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Information materials on the company's strategy and financial results
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Information materials on financial results
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Selected financial data of the Company for the last 5 years, both individual and of the Unibep Group
Recommendations and analyzes about the company
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Recommendations and analyzes regarding the company can be found on, among others www.bankier.pl; biznesradar.pl; money.pl
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Information on dividends:
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| planned | for 2014 | for 2015 | for 2016 | for 2017 | for 2018 | for 2019 | for 2020 |
| paid out | for 2014 | for 2015 | for 2016 | for 2017 | for 2018 | for 2019 | for 2020 |
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Financial projections:
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The Company does not publish financial projections
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Policies regarding the entity for auditing financial statements
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Information on the content of binding in the company of Unibep SA rule concerning changing the entity authorised to audit financial statements (PL)
Policy regarding the selection of an audit firm
Policy of provision by the auditing company conducting the audit.pdf
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The statement on the application of corporate governance by the Company is included in the recent published annual report:
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Str. 69-82 Sprawozdania zarządu z działalności Grupy Unibep w 2020 roku
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Materials provided to the general meeting:
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Reports on the activities of the Supervisory Board of Unibep SA (PL):
| 2014 |
2015 |
2016 |
2017 |
2018 |
2019 |
2020 |
Draft resolutions, justification of resolutions, other documents:
| 2015 |
2016 |
2017 |
2018 |
2019 |
2019 |
2020 |
2021 |
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Diversity Policy:
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Information on the principles of diversity policy applied in the Unibep Capital Group (PL)
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Wage rate indicator
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Sustainable Development Report 2020
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Incentive scheme
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The Ordinary General Meeting of UNIBEP SA on June 15, 2020 adopted the assumptions of the Incentive Program for members of the Management Board and key managers. Under this Program, the Company will be able to sell the Company's own shares to these persons. The General Meeting allocated all the Company's own shares, ie 3,500,000 shares, for the implementation of the Incentive Program. The general meeting authorized the Supervisory Board to establish the Regulations of the Incentive Scheme specifying the detailed rules for the implementation of this Scheme, including the principles of concluding Participation Agreements in the Program. The purchase price for the Shares under the Incentive Scheme will not be lower than PLN 1 per Share. The General Meeting of UNIBEP SA authorized the Supervisory Board to determine the purchase price of the Shares for each Participant of the Incentive Program. This price may vary for individual transactions on the basis of which the Shares will be acquired.
On November 4, 2020, the Supervisory Board of UNIBEP S.A. adopted the Regulations of the UNIBEP S.A. Incentive Program (hereinafter the "Program"). Detailed assumptions of the program are described in the report for the third quarter of 2020 in section 6.3 Incentive program.
On January 14, 2021, the Supervisory Board of the Company decided to implement the Incentive Program for the current financial year, in particular: setting the criteria for allocating shares, accepting the list of participants in the Incentive Program and setting the selling price of shares under the Incentive Program. Pursuant to the decision of the Supervisory Board: i] the list of participants of the Incentive Scheme includes members of the Company's Management Board; ii] the criteria for allocating the Company's shares for the evaluation year 2021 include, in particular, remaining in the composition of the Management Board of the Company as well as the implementation of the agreed financial plans of the Company and the Unibep Capital Group; iii] the sale price of shares that may be purchased by an eligible participant of the Incentive Scheme for the appraisal year 2021 is PLN 3 per share; iv] eligible participants of the Incentive Program [subject to meeting the allocation criteria] will be offered for the evaluation year 2021 at least 600,000 shares, including at least 220,000 shares to Mr. Leszek Marek Gołąbiecki, at least 190,000 shares to Mr. Sławomir Kiszycki, at least 140,000 shares to Mr. Krzysztof Mikołajczyk and at least 50,000 shares to Mr. Adam Poliński.
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Broadcast of the general meeting
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At the moment, the company does not broadcast the general meeting.
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Investor chats
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Justifications of draft resolutions of the general meeting:
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| 2015 |
2016 |
2017 |
2018 |
2019 |
2019 |
2020 |
2021 |
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Information about the reasons for cancellation of a general meeting, change of its date or agenda. Information on breaks in the general meeting and the grounds for ordering those breaks.
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Question section
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-----Original Message-----
From: Name and surname for information Unibep SA
Sent: Friday, April 3, 2020 10:53 AM
To: Wojciech Jarmołowicz <wjarmolowicz@unibep.pl>;
Subject: Re: Unibep - meeting with the management board of Unibep SA
Good morning
I would be grateful for information on the remaining operating costs in Q4 - unfortunately, at the conference, I missed this question.
Thank you in advance.
Regards
Name and surname for information Unibep SA
Response
IN Q IV, OTHER OPERATING COSTS WERE SIGNIFICANTLY IN ONE POSITION - OTHER AND IT WAS INCREASED BY LESS THAN 2 MILLION PLN.
The main items of this growth are:
- donations - 220 thousand. (UNIBEP and UNIDEVELOPMENT for the Foundation)
- discontinued acquisition costs - PLN 890 thousand
- overdue receivables written off - 240 thousand (not covered by the write-off)
- costs of legal services related to disputes - PLN 260 thousand
Kind Regards
Sławomir Kiszycki
Vice President of the Management Board, Financial Director
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Record of the course of the general meeting
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The Company does not keep an electronic record of the general meeting.
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Contact details of persons responsible in the company for communication with investors
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Wojciech Jarmołowicz: wjarmolowicz@unibep.pl lub relacje@unibep.pl, tel. +48 604 418 848
We answer your questions promptly, the maximum deadline for sending an answer is 14 days.
The company is open to comments and comments from market participants, treating them as a valuable source of knowledge about the expectations of stakeholders.
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Information on the share of women and men in the Management Board and Supervisory Board of Unibep SA in the period from May 2012 to 31 March 2021:
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The composition of the Management Board of Unibep SA in the above-mentioned period comprised in seven members performing their duties, all men.
The composition of the Supervisory Board in the above-mentioned period comprised in twelve members of the Supervisory Board performing their duties, including three women and nine men.
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