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NOVATURAS (NTU): AB "Novaturas" Report on the scope of compliance with the Best Practice - raport 3

Pursuant to Article 29.3 of the Rules of the Warsaw Stock Exchange, AB "Novaturas" presents the report on compliance with the detailed principles of the "Best Practice for GPW Listed Companies 2016"


Disclosure Policy, Investor Communications

I.Z.1.3. a chart showing the division of duties and responsibilities among members

of the management board drawn up according to principle II.Z.1;
The Company does not apply this principle.
Under Lithuanian law, the management board functions and responsibilities are not required to be divided among members of the management board, therefore the Company would not comply with this principle. Within the Company, CFO and CEO are positions separate from the management board.

I.Z.1.5. current and periodic reports, prospectuses and information memoranda

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with annexes, published by the company at least in the last 5 years;
The Company does not apply this principle.
The Company only partially complies with this principle. The Company will publish on its website current and periodic reports, prospectuses and information memoranda with annexes, published by the company at least in the last 3 years. The Company will consider application of this principle in the future.

I.Z.1.8. selected financial data of the company for the last 5 years of business in a

format enabling the recipient to process such data;
The Company does not apply this principle.
The Company only partially complies with this principle. The Company will publish on its website selected financial data of the Company for the last 3 years. The Company will consider application of this principle in the future.

I.Z.1.10. financial projections, if the company has decided to publish them,

published at least in the last 5 years, including information about the

degree of their implementation;
The Company does not apply this principle.
The Company would not comply with this principle in terms of financial projections prepared in the past. The Company will consider application of this principle in the future.

I.Z.1.15. information about the company’s diversity policy applicable to the

company’s governing bodies and key managers; the description should

cover the following elements of the diversity policy: gender, education,

age, professional experience, and specify the goals of the diversity policy

and its implementation in the reporting period; where the company has

not drafted and implemented a diversity policy, it should publish the

explanation of its decision on its website;
The Company does not apply this principle.
The Company has not adopted diversity policy applicable to the company’s governing bodies and key managers. Even though there is no such policy established, the Company puts its best efforts to comply with this rule. A diverse among others in terms of gender is ensured within the Management Board, having two women out of four members in its composition.

I.Z.1.20. an audio or video recording of a general meeting;
The Company does not apply this principle.
The Company does not provide for the possibility of recording the course of the General Meeting in the form of an audio or video recording. The contents of the resolutions adopted by the General Meeting will be published on the Company’s website as well as notified through the stock exchanges, on which the shares of the Company are listed. In the Company's opinion the documentary form of the course of General Meetings, ensure a high level of transparency and protection of the rights of all Company’s shareholders. Additionally, no recording is required under Lithuanian law. The Company would not comply with this principle.


Management Board, Supervisory Board

II.Z.1. The internal division of responsibilities for individual areas of the company’s

activity among management board members should be clear and transparent, and

a chart describing that division should be available on the company’s website.
The Company does not apply this principle.
Under Lithuanian law, the management board functions and responsibilities are not required to be divided among members of the management board, therefore the Company would not comply with this principle. Within the Company, CFO and CEO are positions separate from the management board.


Internal Systems and Functions

III.Z.1. The company’s management board is responsible for the implementation and

maintenance of efficient internal control, risk management and compliance

systems and internal audit function.
The Company does not apply this principle.
Under Lithuanian law, the Supervisory Council is responsible for the implementation and maintenance of efficient internal control, risk management and compliance systems and internal audit function, therefore the Company would not comply with this principle in full. Additionally, the Company has not introduced a function of internal auditor to date, but decided to introduce such in the near future. An internal auditor in the Company should report directly to Supervisory Council.

III.Z.2. Subject to principle III.Z.3, persons responsible for risk management, internal

audit and compliance should report directly to the president or other member of the management board and should be allowed to report directly to the

supervisory board or the audit committee.
The Company does not apply this principle.
The Company only partially complies with this principle. Under Lithuanian law persons responsible for risk management, internal audit and compliance should report directly to the Supervisory Council.

III.Z.3. The independence rules defined in generally accepted international standards of the professional internal audit practice apply to the person heading the internal audit function and other persons responsible for such tasks.
The Company does not apply this principle.
The Company has not introduced a function of internal auditor to date, but decided to introduce such in very near future. This principle will be applied as soon as the Company employs a person for the internal auditor function.

III.Z.4. The person responsible for internal audit (if the function is separated in the

company) and the management board should report to the supervisory board at

least once per year with their assessment of the efficiency of the systems and

functions referred to in principle III.Z.1 and table a relevant report.
The Company does not apply this principle.
The Company has not introduced a function of internal auditor to date, but decided to introduce such in very near future. This principle will be applied as soon as the Company employs a person for the internal auditor function.




General Meeting, Shareholder Relations

IV.Z.2. If justified by the structure of shareholders, companies should ensure publicly available real-time broadcasts of general meetings.
The Company does not apply this principle.
The Company does not provide for the possibility of using electronic communication means during the General Meeting, in particular the transmission of the General Meeting and two-way communication in real time. In the opinion of the Company, the above is connected with the threats of correct and efficient conduct of the General Meeting of the legal and technical nature. In the opinion of the Company there is a high risk of threatening the security of this type of communication as well as of occurring technical disruptions. In addition, the Company does not have appropriate organizational and technical facilities to implement the mentioned principle. What is more, the implementation of this rule would charge the Company with additional, high costs. Due to the above, the Company will not apply the above recommendation in full.

IV.Z.3. Presence of representatives of the media should be allowed at general meetings.
The Company does not apply this principle.
The provisions of the Lithuanian law expressly state who may participate in the General Meeting. Such right is not granted to media representatives, unless they are shareholders of the Company. In the opinion of the Issuer, generally binding legal regulations, sufficiently regulate the performance of public information obligations by public companies regarding the transparency of the General Meeting, as well as matters being its subject. The Company would not comply with this principle.

IV.Z.4. If the management board becomes aware a general meeting being convened

pursuant to Article 399 § 2 – 4 of the Commercial Companies Code, the

management board should immediately take steps which it is required to take in

order to organise and conduct the general meeting. The foregoing applies also

where a general meeting is convened under authority granted by the registration

court according to Article 400 § 3 of the Commercial Companies Code.
The Company does not apply this principle.
The Company is incorporated and under Lithuanian law, therefore this principle does not apply.

IV.Z.17. A resolution of the general meeting concerning a conditional dividend payment

may only contain such conditions whose potential fulfilment takes place before

the dividend record date.
The Company does not apply this principle.
Lithuanian law does not stipulate a conditional dividend payment, therefore the Company would not comply with this principle.

IV.Z.18. A resolution of the general meeting to split the nominal value of shares should

not set the new nominal value of the shares below PLN 0.50, which could result in a very low unit market value of the shares, and which could consequently pose

a threat to the correct and reliable valuation of the company listed on the

Exchange.
The Company does not apply this principle.
Under Lithuanian law the minimal nominal value of one share may be EUR 0.01, moreover current nominal value of the Company’s share is equal to EUR 0.03. Therefore, the Company would not comply with this principle.


Remuneration

VI.Z.4. In this activity report, the company should report on the remuneration policy

including at least the following:

  • 1) general information about the company’s remuneration system;
  • 2) information about the conditions and amounts of remuneration of each management board member broken down by fixed and variable remuneration components, including the key parameters of setting the variable remuneration components and the terms of payment of severance allowances and other amounts due on termination of employment, contract or other similar legal relationship, separately for the company and each member of its group;
  • 3) information about non-financial remuneration components due to each management board member and key manager;
  • 4) significant amendments of the remuneration policy in the last financial year or information about their absence;
  • 5) assessment of the implementation of the remuneration policy in terms of achievement of its goals, in particular long-term shareholder value creation and the company’s stability.

The Company does not apply this principle.
The Company only partially complies with this recommendation. The Company approved a remuneration policy for members of the Supervisory Council only.




Osoby reprezentujące spółkę:
Linas Aldonis - Chairman of the Management Board, CEO

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