Corporate governance
Corporate governance

[Last updated: 1 January 2024, unless otherwise noted]

The WSE promotes its voluntary corporate governance code, the Code of Best Practice for WSE Listed Companies. The Code applies to any company whose shares are listed on the WSE, regardless of whether Poland is the company's home Member State. In 2021, the WSE adopted an updated version of the Code. The changes introduced to the Code were aimed at improving the transparency of the document and accessibility of the language used.

The Code covers the following areas described in separate sections: (i) Disclosure Policy and Investor Communications, (ii) Management Board and Supervisory Board, (iii) Internal Systems and Functions, (iv) General Meeting and Shareholder Relations, (v) Conflict of Interest and Related Party Transactions, and (vi) Remuneration. The updated Code maintains a mechanism based on the "comply or explain" principle.

When a listed company does not apply a specific rule on a continuous basis, such fact must be reported. The report should contain a detailed explanation of the circumstances and reasons for the non-application of the rule by the company.

When the rule is breached incidentally, the company must publish a report containing information about:

  • Which rule was not applied.
  • Under what circumstances and for what reasons.
  • How the issuer intends to remove any effects of not having applied a given rule on an occasion or what steps it intends to take to mitigate the risk of the corporate governance rules not being applied in the future.
  • Whether there have been any incidental breaches of this rule in the last two years.

The report must be published on the company's official website and in a way similar to that applicable to the submission of current reports. The obligation to publish the report should be performed as soon as the company becomes reasonably convinced that a given rule will not be applied at all or incidentally and, in any case, promptly after any event representing a breach of a corporate governance rule occurs. Moreover, the company must attach a report on its application of the corporate governance rules to its annual report.