EBI 1/2020

Report on the scope of application of Good Practices

Based on par. 29.3 of the Warsaw Stock Exchange Rules Ten Square Games S.A. submits a report concerning the non-application of the detailed rules contained in the set of „Good Practices of WSE Listed Companies 2016”.

Information policy and communication with investors

I.Z.1.8. a summary of selected financial data of the company for the last 5 years of its operations, in a format allowing for the processing of such data by its recipients,

The company’s comment on the manner of applying the above rule.

It is the Company’s intention to present the data for the last 5 years of its activity in a format allowing for processing of such data by its recipients. However, the Company indicates that until 2016 the Company’s financial statements

were drafted in accordance with the Accounting Act of 29 September 1994, after that time the statements are drafted in accordance with International Financial Reporting Standards. For the purpose of submitting a prospectus (in order for the shares to be admitted to trading) the Company has prepared the Historical Financial Information in accordance with IFRS for the years 2015-2017. Therefore, in order to ensure continuity and comparability of information, the company presents data starting from 1.01.2015.

I.Z.1.10. financial forecasts – a if a company has decided to publish them – published during at least the last 5 years, together with information on their degree of implementation,

Not applicable.
The Company has decided not to publish financial forecasts.

I.Z.1.15. information containing a description of the company’s diversity policy with respect to the company’s authorities and key managers; the description should take into account such elements of the diversity policy as gender, field of education, age, professional experience, as well as indicate the objectives of the diversity policy and the manner of its implementation in the reporting period; if the company has not developed and is not implementing a diversity policy, it should provide justification of such decision on its website,

The Company does not apply the above rule.
The Company has neither developed nor implemented a diversity policy with respect to its governing bodies and key managers. Due to the nature of the Company’s business and the need to hire employees with specialist knowledge, their qualifications and professional experience remain the decisive criterion for the selection of its employees, regardless of non-specialist criteria such as age or gender. Nevertheless, the Company is aware of the importance of diversity in the selection of employees.

In terms of personnel policy, the Company, applying the principles of equal treatment and non-discrimination, supports the development of individual talents of employees, whom it treats with dignity and respect regardless of age, gender, professional experience, ethnic origin or nationality.

I.Z.1.16. information on the planned transmission of the General Meeting – no later than 7 days before the date of the General Meeting,

The Company does not apply the above rule.
The Company does not intend to transmit, in the form of audio or video, the General Meeting because it does not have sufficient technical infrastructure to ensure such transmission, and, furthermore, such records would consist in the disclosure of the image of the persons participating in the General Meeting, and these persons are not public. Therefore, the disclosure of the image of these persons could lead to the Issuer being accused of unauthorized use of the image. Therefore, the Company will not publish information in this respect on its website. The Issuer does not exclude, however, that the rule will be applied in the future, along with the development of the Company and the development of technical capabilities.

I.Z.1.20. record of the course of General Meetings, in audio or video form,

The Company does not apply the above rule.
As a rule the Company will not broadcast on its website the General Meeting due to high costs and low interest of shareholders in participating in the meeting and lack of sufficient technical infrastructure to ensure such transmission. Moreover, such records consist in the disclosure of the image of persons participating in the General Meeting, and these persons are not public. Therefore, the disclosure of the image of these persons could lead to the Issuer being accused of unauthorized use of the image. However, the Company will observe the rules of audio recording of General Meetings when such interest is indicated by the Company’s shareholders, including minority shareholders (stock market investors). At present, the Company, immediately after the adoption of resolutions by the General Meeting, publishes a current report containing the content of resolutions adopted by the General Meeting and the content of attachments to these resolutions together with the number of shares from which valid votes were cast, information about the General Meeting’s withdrawal from consideration of any of the items on the planned agenda and objections recorded in the minutes during the General Meeting. In the future, in the event of a noticeable increase in such interest, the Company will consider the application of this principle.

Internal systems and functions

III.Z.3. The principles of independence as set out in generally accepted international standards of professional practice of internal audit shall apply to the head of the internal audit and other persons responsible for its tasks.
The Company does not apply the above principle.
The Company has an Audit Committee. Apart from the Audit Committee, the Company does not plan to separate the internal audit function in its structure. Obligations in this respect will be distributed within the existing human resources.

III.Z.4. At least once a year, a person responsible for internal audit (in the case of separation of such a function in the company) and the Management Board shall present to the Supervisory Board their own assessment of the effectiveness of functioning of the systems and functions referred to in principle III.Z.1, together with an appropriate report.
The Company does not apply the above principle.
The Company does not plan to separate from its structure a separate internal audit function. Responsibilities in this respect will be shared among the existing human resources;

General meeting and relations with shareholders

IV.Z.2. If justified is by the company’s shareholding structure, the company shall ensure that the general meeting is broadcast in real time to the public.
The Company does not apply the above principle.
The Company does not intend to transmit, in the form of audio or video, the General Meeting because it does not have sufficient technical infrastructure to ensure such transmission, and, furthermore, such records would consist in the disclosure of the image of the persons participating in the General Meeting, and these persons are not public. Therefore, the disclosure of the image of these persons could lead to the Issuer being accused of unauthorized use of the image. Additionally, in the Company’s opinion, the shareholding structure does not justify broadcasting the General Meeting in real time. However, the Issuer does not exclude that the rule will be applied in the future, together with the development of the Company and a possible change in the shareholding structure justifying the transmission of debates held at the General Meeting in real time.

IV.Z.3. Media representatives are allowed to be present at general meetings.
Company’s comment on the application of the above rule.
The Company allows for the presence of the media during a general meeting upon prior authorisation.

Remuneration

VI.Z.2 In order to link the remuneration of members of the management board and key managers with the long-term business and financial objectives of the company, the period between the granting of options or other instruments related to the company’s shares under the incentive scheme and the possibility of their execution should be at least 2 years.
The Company does not apply the above principle.
The Company does not apply the above rule.

VI.Z.4. In the report on its activities, the Company presents a report on the remuneration policy, including at least the following:

  • 1) general information on the remuneration system adopted in the Company,
  • 2) information on the terms and amount of remuneration of each member of the management board, broken down into fixed and variable components of remuneration, indicating the key parameters for determining variable components of remuneration and rules for payment of severance pay and other payments on termination of employment, orders or other legal relationships of a similar nature – separately for the company and each entity of the group,
  • 3) information on the non-financial components of remuneration paid to individual board members and key managers,
  • 4) indication of significant changes in the remuneration policy during the last financial year, or information on the absence of such changes,
  • 5) assessment of the functioning of the remuneration policy from the point of view of achieving its objectives, in particular the long-term growth of shareholder value and the stability of the company’s operations.


The Company does not apply the above principle.
The Company implemented its remuneration policy on January 7th, 2020. The Company does not publish a report on remunerations in the report on its activities.

Loading...