Managing Possible Conflicts of Interest of Governing Bodies

The Board of Directors is responsible for managing any conflicts of interest in the Company. The General Shareholders Meeting and the Board of Directors have approved the Company’s internal documents establishing the procedure for managing conflicts of interest.

When considering agenda items, members of the Board of Directors assess a potential conflict between their interests and those of the Company (including any conflict related to their participation in governing bodies of other companies). With respect of any issue that may, in the opinion of a member of the Board of Directors, result in such a conflict of interest, the director shall not participate in voting and, where necessary, in the discussion of such issue. Any actual/potential conflict of interest and its causes are communicated by directors to the Board of Directors through the Chairman of the Board of Directors and/or the Corporate Secretary.

Members of the Management Board and the Chief Executive Officer:

  • should refrain from any actions that may cause a conflict of interest, and should such conflict arise – should immediately notify the Chairman of the Management Board / the Chairman of the Board of Directors and/or the Corporate Secretary
  • while in office, may not hold and/or control 20 or more percent of voting shares (interests or stakes) in any entity competing with the Company or having any business interest in maintaining relations with the Company
  • may not accept any gifts from persons interested in resolutions passed as part of their duties or otherwise directly or indirectly benefit from such persons.

For the avoidance of any potential conflicts among its shareholders, the Company provides equal opportunities for exercising shareholder rights established by the applicable laws.

The Corporate Secretary is responsible for shareholder relations of the Company, and for prevention of any corporate conflicts.

The Corporate Secretary has to promptly notify the Board of Directors of any threatened violation of the applicable laws, shareholder rights or any corporate conflicts and/or conflicts of interest.