Corporate governance principles

FFiL Śnieżka SA, as a listed company, is responsible for shaping corporate governance. It ensures compliance with the law and consistency of normative acts of the Śnieżka Group and maintains effective systems: internal control, risk management and compliance supervision.

  • describing static aspects of the undertaking: articles of association, organizational regulations, document circulation regulations;
  • describing dynamic aspects: strategies, policies, codes (rules), standards (soft law), procedures, instructions.

Documents are produced according to a hierarchy and they are closely related in such a manner that higher-level documents form a context (formal support) for lower-level ones.

Corporate Governance defines a number of processes implemented in all areas of the Śnieżka Group’s operations Access to the current version of documents is provided by an electronic system for documentation supervision and management.

  • The compliance supervision system

    The compliance supervision system is used to test the compliance of the company’s operations in all areas and aspects of this activity with applicable law, internal regulations and voluntarily adopted standards, taking into account:

      • supranational regulations,
      • domestic law – acts and lower-ranking documents;
      • corporate internal regulations.

A number of processes implemented within all areas of the Śnieżka Group’s operations are defined by numerous policies, procedures, instructions and regulations.  Thus, establishing the framework of the Group’s operations, we do maximize their efficiency, consistency and transparency.

The key due diligence policies and procedures will be presented in the sections that follow, while this chapter is dedicated to the general practice indicating the Group’s care for observance of the strictest due diligence standards in all aspects of the organization’s activities. The Book of Organizational Values adopted by the Company and the Code of Ethics of the Śnieżka Group are also of key importance here.

Internal normative acts, such as codes, policies, regulations, procedures or instructions are developed, registered and made available to employees in an electronic system supporting management and supervision of documentation, in a separate module. The publication of new regulations is preceded by a message specifying the scope and subject of the adopted document.  Manual workers, who do not have access to the system, are informed about the adoption of new documents by their superiors.

Access to knowledge about the adopted documents is a condition for their proper implementation. Employees are automatically notified of any change in the documentation and have quick access to its current version at any time.
As regards the documents considered to be of key importance, the principle of obligatory familiarization with them is additionally applied – this should be confirmed in the monitoring system.

Owing to the internal document management system and other electronic solutions implemented within the group, it is possible to rapidly develop the due diligence procedures, establishing new practices which constantly improve the Group’s efficiency and transparency.

Examples of such solutions of this type include, inter alia, the system for supervision and management of internal documentation used in the Śnieżka Group. It is an advanced tool to control access to current versions of documents and eliminate errors resulting from working with incorrect (out-dated) versions of documents.  It also effectively reduces the time spent on transferring information between employees when creating documentation.  It provides confirmation of the adoption of a given regulation.

Other information on due diligence procedures

The application of due diligence procedures at the level of the entire Group takes place in all departments in relation to the issues managed by them. The source of the due diligence principles are numerous instructions, thanks to which it is possible to ensure continuity and quality of processes, also in volatile market conditions, or when changing personnel handling a given case.

  • Best Practices of WSE Listed Companies

    FFIL ŚNIEŻKA SA applies recommendations and principles of corporate governance specified in “Best Practices of WSE Listed Companies 2021” document.  Its content is available on the website.

    From the date of entry into force Best Practices of WSE Listed Companies 2021, the Management Board of FFiL Śnieżka SA strives to ensure that the principles and recommendations referred to in this document are applied to the Company to the widest possible extent.

    At the same time, the Management Board declares that the Company does not apply or partially applies the following principles/recommendations:

Principle/Recommendation FFIL ŚNIEŻKA SA’s comment
1. INFORMATION POLICY AND COMMUNICATION WITH INVESTORS
1.3 In its business strategy, a company also takes into account ESG issues, in particular including: :
1.3.1. environmental issues, including measures and risks related to climate change and sustainable development issues; Company’s comment: 

The Company did not disclose the business strategy document to the public.  Concurrently, the Company developed the Śnieżka 2023+ Sustainable Development Strategy (hereinafter referred to as the Sustainable Development Strategy, Strategy), which is described in the Statement on non-financial information for 2022. The shape of the Sustainable Development Strategy is the result of previous activities, external analyses, involvement of employees, management staff and the Management Board, as well as research of the Company’s stakeholders. The final step was to develop a materiality matrix, which was the starting point for defining strategic objectives.

The strategy includes 3 key pillars of responsibility towards the environment and actions for sustainable development. As part of them, a total of 9 areas were determined that define the priorities for the further development of Śnieżka in the spirit of sustainable development.

As part of the Sustainable Development Strategy 21 strategic and 71 operational objectives have been defined, which are being implemented by FFiL Śnieżka SA and Śnieżka ToC Sp. z o.o., both in the short and long term. In order to effectively implement the Strategy, responsibility has been assigned at the level of specific organizational units.

By implementing the assumptions of this Strategy, the Company is carrying out selected UN Sustainable Development Objectives for 2030: Good health and well-being, Affordable and clean energy, Gender equality, Responsible consumption and production and Climate action.

On March 26, 2024, the Management Board of the Company adopted a resolution on the strategic goals of the Śnieżka Group, indicating the intended directions of action until 2028. In accordance with the adopted goals, in the field of sustainable development, they assume systematic improvement of the sustainable development indicators of the Śnieżka Group companies assessed by EcoVadis.

 

Information on the implementation of the Strategy and on sustainable development (including ESG indicators and data) will be published on the Company’s website and in annual reports of the Management Board on the activities of the Śnieżka Group (part of the annual report).
1.3.2. social and employee matters, concerning, inter alia, actions taken and planned to ensure gender equality, proper working conditions, respect for employees’ rights, dialogue with local communities, relations with clients. The principle is not applied, see the comment to item 1.3.1 above.
1.4. In order to ensure proper communication with stakeholders, in the scope of the adopted business strategy, a company publishes on its website information on the assumptions of its strategy, measurable goals, in particular long-term objectives, planned activities and progress in its implementation, determined by means of financial and non-financial measures.
Information on the strategy in the ESG area should, inter alia: 		The principle is not applied, see the comment to item 1.3.1 above.
1.4.1. explain how the decision-making processes in a company and its group entities take account of climate change issues, pointing to the resulting risks; The principle is not applied, see the comment to item 1.3.1 above.
1.4.2. present the value of the equal wage ratio paid to its employees, calculated as the percentage difference between the average monthly remuneration (including bonuses, awards and other allowances) of women and men for the last year, and provide information on actions taken to eliminate any inequalities in this respect, along with with the presentation of related risks and the time horizon in which it is planned to achieve equality. The principle is not applied, see the comment to item 1.3.1 above.

In addition, the Company indicates that its objective is to maintain the comparability of salaries of women and men employed in similar positions. This objective is monitored gradually, starting with FFiL Śnieżka SA and Śnieżka ToC Sp. z o. o. In 2024, the adjusted pay gap was 3,27% (this indicator represents the difference between the average remuneration of men and women, expressed as a percentage of the average remuneration of men by employment category).
2. MANAGEMENT BOARD AND SUPERVISORY BOARD
2.1 A company ought to have a diversity policy for the management board and supervisory board, adopted respectively by the supervisory board or the general meeting.  The diversity policy defines the diversity objectives and criteria in such areas as gender, field of education, specialist knowledge, age and professional experience, as well as indicates the date and method of monitoring the achievement of the objectives in question.
In terms of gender diversity, the condition for ensuring the diversity of the company bodies is the participation of the minority in a given body at a level not lower than 30%. 		The principle is not applied.

The company does not have a formalized diversity policy for the management board or supervisory board. The fundamental criteria for selection for management and supervisory positions in the Company are competences and meeting the requirements for a given position.
Characteristics such as gender or other factors, such as age, do not influence the evaluation of candidates as they may lead to discrimination.  Diversity in the Group has a practical aspect.  For example, women hold (and have historically held) managerial and supervisory positions within the Group companies. At the end of 2024, 68 women were employed in management positions – of a managerial nature – in the Śnieżka Group companies, which constituted a total of 35% of all persons employed in these positions.
2.2. The decision-makers on the appointment of members of the management board or supervisory board of a company should ensure the versatility of these bodies by selecting persons who ensure diversity in their composition, enabling, inter alia, achieving the target minimum minority participation rate set at a level of not less than 30%, in line with the objectives set out in the adopted diversity policy referred to in principle 2.1. The principle is not applied.

In the Company’s opinion, the right to appoint members of the supervisory board lies upon the shareholders, and members of the management board – upon the supervisory board.
2.11. In addition to the activities resulting from legal provisions, once a year the supervisory board draws up and presents an annual report for approval to the ordinary general meeting.  The report referred to above contains at least: 2.11.6. information on the degree of implementation of the diversity policy in relation to the management board and the supervisory board, including the achievement of the objectives referred to in principle 2.1. The principle is not applied.

The Company does not apply this principle due to the waiver of principle 2.1.
3. INTERNAL SYSTEMS AND FUNCTIONS
3.1. A listed company maintains effective systems of: internal control, risk management and supervision of compliance with the law, as well as an effective internal audit function, appropriate to the size of the company and the type and scale of activities, for which the management bears responsibility.  The principle is not applied.

The Company maintains internal control, risk management and compliance systems, but no internal audit unit has been organisationally separated. The Company is currently implementing an internal audit.
3.3. A company belonging to the WIG20, mWIG40 or sWIG80 index appoints an internal auditor in charge of the internal audit function, acting in accordance with generally recognized international standards of the professional practice of internal audit.
 In other companies where no internal auditor was appointed to meet the above-mentioned requirements, the audit committee (or the supervisory board, if it serves as an audit committee) assesses annually whether there is a need to appoint such a person. 		The principle is not applied.

The Company maintains internal control, risk management and compliance systems, but no internal audit unit has been organisationally separated. The Company is currently implementing an internal audit.
3.4. Remuneration of persons responsible for risk management and compliance and the head of internal audit should depend on the performance of assigned tasks, and not on the short-term performance of the company. The principle is not applied.

There are designated persons responsible for risk management and compliance in the Company, but there is no person in charge of internal audit, due to the lack of a separate internal audit unit in the Company. The Company is currently implementing an internal audit.
3.6. The head of internal audit reports organisationally to the president of the management board, and functionally to the chairman of the audit committee or the chairman of the supervisory board, if the board performs the function of the audit committee. The principle is not applied.

The Company has no person in charge of internal audit, due to the lack of a separate internal audit unit in the Company.

The Company is currently implementing an internal audit.
3.7. Principles 3.4 – 3.6 are also applicable to entities comprising the company’s group that are significant for its operations, if they have designated persons to perform these tasks. The principle is not applied.

The Company does not apply this principle due to the waiver of principle 3.4. and 3.6.
3.10. At least once every five years in a company belonging to the WIG20, mWIG40 or sWIG80 index, an independent auditor, appointed by the audit committee, reviews the internal audit function The principle is not applied.

The Company does not apply this principle due to the waiver of principle 3.1.
4. SHAREHOLDER MEETING AND SHAREHOLDER RELATIONS 
4.1. A company should enable its shareholders to participate in the general meeting by means of electronic communication (e-general meeting), if it is justified in view of the shareholders’ expectations reported to the company, and if it is able to provide the technical infrastructure necessary to conduct such a general meeting.  The principle is not applied.

In the Company’s opinion, the current mode of holding general meetings, carried out pursuant to the provisions of the Commercial Companies Code, is sufficient.
4.3. A company provides publicly available real-time broadcast of the general meeting. The principle is not applied.

The Company strives to conduct general meetings as efficiently as possible.  Due to efforts to limit additional technical and organizational burdens, the Company does not broadcast the proceedings in real time.
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