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MOL (MOL): MOL Magyar Olaj - es Gazipari Nyilvanosan Mukodo Reszvenytarsasag Report on the scope of compliance with the Best Practice - raport 1

Pursuant to Article 29.3 of the Rules of the Warsaw Stock Exchange, MOL Magyar Olaj - es Gazipari Nyilvanosan Mukodo Reszvenytarsasag presents the report on compliance with the detailed principles of the "Best Practice for GPW Listed Companies 2016"


Disclosure Policy, Investor Communications

I.Z.1.11. information about the content of the company’s internal rule of changing

the company authorised to audit financial statements or information about

the absence of such rule;
The Company does not apply this principle.
There is no particular internal rule, the rules on the auditor’s rotation are laid down in Hungarian and EU regulations.

I.Z.1.13. a statement on the company’s compliance with the corporate governance

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recommendations and principles contained herein, consistent with the

information that the company should report under the applicable

legislation;
The Company does not apply this principle.
The Company publishes statement on compliance with corporate governance recommendations of Budapest Stock Exchange on its website.

I.Z.1.19. shareholders’ questions asked to the management board pursuant to

Article 428 § 1 or § 6 of the Commercial Companies Code together with

answers of the management board to those questions, or a detailed

explanation of the reasons why no answer is provided, pursuant to

principle IV.Z.13;
Comments of the Company on the mode of application of the principle.
Shareholders’ questions are published in line with the Hungarian Civil Code.

I.Z.1.20. an audio or video recording of a general meeting;
The Company does not apply this principle.
The Company publishes verbatim minutes of general meetings.


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.
According to Hungarian legislation, the Board of Directors bears collective responsibility for the decisions made by it.

II.Z.5. Each supervisory board member should provide the other members of the

supervisory board as well as the company’s management board with a statement of meeting the independence criteria referred to in principle II.Z.4.
The Company does not apply this principle.
The members of the Supervisory Board provide statement on meeting independence criteria based on the Hungarian Civil Code.

II.Z.10.1. an assessment of the company’s standing including an assessment of the internal control, risk management and compliance systems and the internal audit function; such assessment should cover all significant controls, in particular financial reporting and operational controls;
Comments of the Company on the mode of application of the principle.
The Supervisory Board examines all proposals submitted to the General Meeting in advance and may support them.

II.Z.10.2. a report on the activity of the supervisory board containing at least the following information:

  • - full names of the members of the supervisory board and its committees;
  • - supervisory board members’ fulfilment of the independence criteria;
  • - number of meetings of the supervisory board and its committees in the reporting period;
  • - self-assessment of the supervisory board;

The Company does not apply this principle.
Self-assessment of the supervisory board is not publicly available.

II.Z.10.3. an assessment of the company’s compliance with the disclosure obligations concerning compliance with the corporate governance principles defined in the Exchange Rules and the regulations on current and periodic reports published by issuers of securities;
The Company does not apply this principle.
The Company publishes statement on compliance with corporate governance recommendations of Budapest Stock Exchange on its website.

II.Z.10.4. an assessment of the rationality of the company’s policy referred to in

recommendation I.R.2 or information about the absence of such policy.
The Company does not apply this principle.
MOL Group performs its Corporate Giving activities in accordance with the company’s Corporate Giving Principles published in the following link: https://molgroup.info/en/about-mol-group/sponsorship/corporate-giving-principles. An activity report is presented on a yearly basis to the Corporate Governance and Remuneration Committee of the Board of Directors, but it is a confidential document, not disclosed.


General Meeting, Shareholder Relations

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.
There are different rules at the Company’s home country.

IV.Z.13. If a shareholder request information about the company, the management board

of the company should provide an answer to the shareholder’s request within 30

days or inform the shareholder of its refusal to provide such information where the management board has made such decision pursuant to Article 428 § 2 or § 3 of the Commercial Companies Code
Comments of the Company on the mode of application of the principle.
Information is provided to shareholders according to the procedure described in the Hungarian Civil Code.


Conflict of Interest, Related Party Transactions

V.Z.5. Before the company concludes a significant agreement with a shareholder who holds at least 5% of the total vote in the company or with a related party, the management board should request the supervisory board’s approval of the transaction. Before giving its approval, the supervisory board should evaluate the impact of the transaction on the interest of the company. The foregoing does not

apply to typical transactions and transactions at arm’s-length made as part of the company’s operations between the company and members of its group. If the decision concerning the company’s significant agreement with a related party is made by the general meeting, the company should give all shareholders access to information necessary to assess the impact of the transaction on the interest of the company before the decision is made.
The Company does not apply this principle.
These transactions are approved by the Board of Directors, with the simultaneous notification to the chairman of the Supervisory Board.


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.
Only the remuneration paid for the membership in the Board of Directors and the Supervisory Board is published.




Osoby reprezentujące spółkę:
Zoltán Fogarasi - Investor Relations Officer

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