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ORLEN Group 2016 Integrated Report

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Corporate governance at PKN ORLEN


The rules of operation for PKN ORLEN’s governing bodies are defined in:

The documents are available on PKN ORLEN’s website at, in the Company section (under Corporate bylaws) and Investor Relations section (under General Meetings).

For an amendment to PKN ORLEN’s Articles of Association to take effect, a relevant resolution must be passed by the General Meeting and a relevant entry must be made in the Business Register. A resolution of the General Meeting to amend the Articles of Association is passed by a majority of three-quarters of the votes cast. The General Meeting may authorise the Supervisory Board to prepare the consolidated text of the amended Articles of Association or to make other editing changes specified in a resolution of the General Meeting. Following the entry of the amended Articles of Association in the Business Register, a relevant current report is published by PKN ORLEN.

The ‘Company’ and ‘Investor Relations’ sections of the PKN ORLEN corporate website contain the most up to date information on the composition of the Company’s Supervisory Board and Management Board, as well as annual statements concerning compliance with the Code of Best Practice for WSE Listed Companies.

The Company has established a special team responsible for the supervision of the Company’s compliance with corporate governance disclosure obligations as specified in the Stock Exchange Rules and legal regulations concerning the disclosure of current and periodic information. It consists of three Supervisory Board members delegated by the Supervisory Board to individually perform these duties. In 2016, they held several meetings with representatives of the Management Board and employees, discussing the alignment of the Company’s internal organisational documents with amendments to the Code of Best Practice for WSE Listed Companies, and regulations concerning the Company’s disclosure obligations on the capital market effective as of July 3rd 2016. Other matters under discussion included new rules of reporting information to the capital market vis-a-vis the rules which had been in effect prior to the amendment of applicable laws. Matters on the agenda also concerned uncertainties as to the interpretation of new EU regulations.

Corporate governance rules applied by PKN ORLEN

In 2016, PKN ORLEN applied all of the rules contained in the Code of Best Practice for WSE Listed Companies 2016 (‘Code of Best Practice’) effective on the Warsaw Stock Exchange (‘WSE’, ‘the Exchange’). The Code is available on the WSE website at and on PKN ORLEN corporate website in the Shareholders section

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