Corporate Governance

In the financial year 2021/2022, which lasted from July 1, 2021 to June 30, 2022, the Company was subject to the corporate governance rules contained in the document “Best Practices of WSE Listed Companies 2021”. Information on the state of compliance by the Company with the above principles was published in the Best Practice report No. 1/2021 on August 2, 2021.

In the financial year 2020/2021, which lasted from July 1, 2020 to June 30, 2021, the Company was subject to the corporate governance rules contained in the document “Best Practices of WSE Listed Companies 2016”. A detailed discussion of the corporate governance rules from which HELIO S.A. with the explanation of the reasons for this withdrawal can be found in the Statement on the application of the Principles of Corporate Governance in the financial year 2020/2021 included in the Report of the Management Board on the activities of HELIO S.A. (as a separate part of this report), which was published together with the SA-R 2020 Annual Report on October 30, 2021. This statement in the form extracted from the full management report can be downloaded here:

In the 2019/2020 financial year, which lasted from July 1, 2019 to June 30, 2020, the Company was subject to the corporate governance rules contained in the document “Best Practices of WSE Listed Companies 2016”. A detailed discussion of the corporate governance rules from which HELIO S.A. with an explanation of the reasons for this withdrawal, see the Statement on the application of the Principles of Corporate Governance in the 2019/2020 financial year included in the Management Board’s Report on the activities of HELIO S.A. (as a separate part of this report), which was published together with the Annual Report SA-R 2019 on October 30, 2020. The said statement in the form extracted from the full management report can be downloaded here:

In the 2018/2019 financial year, which lasted from July 1, 2018 to June 30, 2019, the Company was subject to the corporate governance rules contained in the document “Best Practices of WSE Listed Companies 2016”. A detailed discussion of the corporate governance rules from which HELIO S.A. with the explanation of the reasons for this withdrawal can be found in the Statement on the application of the Principles of Corporate Governance in the financial year 2018/2019 included in the Management Board’s Report on the activities of HELIO S.A. (as a separate part of this report), which was published together with the Annual Report SA-R 2018 on October 30, 2019. This statement in the form extracted from the full management report can be downloaded here:

In the 2017/2018 financial year, which lasted from July 1, 2017 to June 30, 2018, the Company was subject to the corporate governance rules contained in the document “Best Practices of WSE Listed Companies 2016”. A detailed discussion of the corporate governance rules from which HELIO S.A. with an explanation of the reasons for this withdrawal can be found in the Statement on the application of the Principles of Corporate Governance in the financial year 2017/2018, which was published together with the Annual Report SA-R 2017 on October 30, 2018, available for download here:

In the 2016/2017 financial year, which lasted from July 1, 2016 to June 30, 2017, the Company was subject to the corporate governance rules contained in the document “Best Practices of WSE Listed Companies 2016”. A detailed discussion of the corporate governance rules from which HELIO S.A. with an explanation of the reasons for this withdrawal can be found in the Statement on the application of the Principles of Corporate Governance in the financial year 2016/2017, which was published together with the Annual Report SA-R 2016 on October 31, 2017, available for download here:

In the first half of the 2015/2016 financial year, which lasted from July 1, 2015 to June 30, 2016, the Company complied with all applicable corporate governance rules contained in the document “Best Practices of WSE Listed Companies” Chapters II-IV, except : a) fragmentary departure from Rule I.1, b) withdrawal from Rule I.10, c) fragmentary departure from Rule I.11, d) withdrawal from Rule I.12, e) withdrawal from Rule II.1.9a, f ) withdrawal from the Principle IV.10. A detailed statement on the non-application of the above-mentioned corporate governance rules was published in the Corporate Governance report No. 1/2013 on October 31, 2013. Information on the state of application by the company of the recommendations and principles contained in the Code of Best Practice for WSE Listed Companies 2016 in force since January 1 2016 is available for download below. A detailed statement on the non-application of the rules was published in the Corporate Governance Report No. 1/2016 on January 4, 2016. A detailed discussion of the corporate governance rules from which HELIO S.A. with an explanation of the reasons for this withdrawal can be found in the Statement on the application of the Principles of Corporate Governance in the financial year 2015/2016, which was published together with the Annual Report SA-R 2015 on October 31, 2016, available for download here:

In the 2014/2015 financial year, which lasted from July 1, 2014 to June 30, 2015, the Company complied with all applicable corporate governance rules contained in the document “Best Practices of WSE Listed Companies”, except for: a) a fragmentary departure from the Principle I.1, b) departing from Principle I.10, c) fragmentary departing from Principle I.11, d) departing from Principle I.12, e) departing from Principle II.1.9a, f) departing from Principle IV.10 . A detailed discussion of the corporate governance rules from which HELIO S.A. with an explanation of the reasons for this withdrawal, see the Statement on the application of the Principles of Corporate Governance in the financial year 2014/2015, which was published together with the Annual Report SA-R 2014 on November 02, 2015, available for download here:

In the financial year 2013/2014, which lasted from July 1, 2013 to June 30, 2014, the Company complied with all applicable corporate governance rules contained in the document “Best Practices of WSE Listed Companies”, except for: a) a fragmentary departure from the Principle I.1, b) departing from Principle I.10, c) fragmentary departing from Principle I.11, d) departing from Principle I.12, e) departing from Principle II.1.9a, f) departing from Principle IV.10 . A detailed discussion of the corporate governance rules from which HELIO S.A. with an explanation of the reasons for this withdrawal, see the Statement on the application of the Principles of Corporate Governance in the financial year 2013/2014, which was published together with the Annual Report SA-R 2013 on October 31, 2014, available for download here:

In the financial year 2012/2013, which lasted from July 1, 2012 to June 30, 2013, the Company complied with all applicable corporate governance principles contained in the document “Best Practices of WSE Listed Companies”, except for: a) a fragmentary departure from the Principle I.1, b) deviations from Rule I.10, c) fragmentary deviation from Rule I.11, d) deviation from Rule I.12. A detailed discussion of the corporate governance rules from which HELIO S.A. with an explanation of the reasons for this withdrawal, see the Statement on the application of the Principles of Corporate Governance in the financial year 2012/2013, which was published together with the Annual Report SA-R 2012 on October 31, 2013, available for download here:

In the financial year 2011/2012, which lasted from July 1, 2011 to June 30, 2012, the Company complied with all applicable corporate governance principles contained in the document “Best Practices of WSE Listed Companies”, except for: a) a fragmentary departure from the Principle I.1, b) departing from Principle I.10 (effective from 01/01/2012), c) fragmentary departing from Principle I.11 (effective from 01/01/2012), d) departing from Principle I.12 ( in force from 01/01/2012). A detailed discussion of the corporate governance rules from which HELIO S.A. with an explanation of the reasons for the withdrawal, see the Statement on the application of the Principles of Corporate Governance in the financial year 2011/2012, which was published together with the Annual Report SA-R 2011 on October 31, 2012, available for download here:

In the financial year 2010/2011, which lasted from July 1, 2010 to June 30, 2011, the Company complied with all applicable corporate governance principles contained in the document “Best Practices of WSE Listed Companies”, except for a fragmentary departure from Principle I.1 in terms of withdrawing from broadcasting the general meeting via the Internet and recording the course of the meeting and publishing it on the Company’s website. The statement on the application of the Principles of Corporate Governance in the financial year 2010/2011 was published together with the Annual Report SA-R 2010 on October 31, 2011, to be downloaded here:

In the financial year 2009/2010, which lasted from July 1, 2009 to June 30, 2010, the Company complied with all applicable corporate governance principles contained in the document “Best Practices of WSE Listed Companies” except for a fragmentary departure from Principle I.1 in terms of withdrawing from broadcasting the general meeting via the Internet and recording the course of the meeting and publishing it on the Company’s website. The statement on the application of the Principles of Corporate Governance in the financial year 2009/2010 was published together with the Annual Report SA-R 2009 on November 2, 2010, to be downloaded here:

In the financial year 2008/2009, which lasted from July 1, 2008 to June 30, 2009, the Company complied with all applicable corporate governance principles contained in the document “Best Practices of WSE Listed Companies”, except for a fragmentary departure from Principle I.1 in terms of withdrawing from broadcasting the general meeting via the Internet and recording the course of the meeting and publishing it on the Company’s website. The reason for the withdrawal was the costs related to the implementation of such broadcasts, which were significant in relation to the size of the Company. The company does not plan to organize such broadcasts in the near future. The statement on the application of the Principles of Corporate Governance in the financial year 2008/2009 was published together with the Annual Report SA-R 2008 on November 2, 2009, to be downloaded here:

Due to the entry into force of the new corporate governance rules (Best Practices of WSE Listed Companies), in the financial year 2007/2008, which ran from July 1, 2007 to June 30, 2008, the Company applied the corporate governance rules as follows: December 31, 2007 in accordance with the Statement on compliance with the corporate governance rules contained in the document “Best Practices in Public Companies 2005”, – from January 1, 2008 the Company complied with all applicable corporate governance rules contained in the document “Best Practices of Companies WSE-listed “. The report on the application of the Principles of Corporate Governance in the financial year 2007/2008 was published together with the Annual Report SA-R 2007 on November 25, 2008, to be downloaded here:

A change (selection) of an entity authorized to audit financial statements is made in the Company in a manner consistent with generally applicable provisions of law. Pursuant to § 16 sec. 3 points 5 of the Company’s Articles of Association, the Supervisory Board of the Company selects the statutory auditor. Pursuant to the Regulations of the Supervisory Board of the Company, the Supervisory Board selects an entity authorized to audit financial statements in such a way as to ensure its independence in the performance of the tasks entrusted to it. The person providing the services of a statutory auditor submits to the Company a declaration of compliance with the statutory criteria of impartiality and independence. Moreover, in accordance with the Regulations of the Supervisory Board, a member of the Supervisory Board should take into account the interests of the Company, therefore when selecting an entity authorized to audit financial statements, he should take into account all aspects of cooperation with the statutory auditor, including, in particular, experience, time availability, and additional consultancy in the field of conducting accounting books, comprehensive services, price availability and proximity to a location. In addition, the Supervisory Board of the Company, acting pursuant to the provisions of the Act on Statutory Auditors, Audit Firms and Public Oversight of May 11, 2017, adopted the following documentation prepared by the Audit Committee: – Policy of selecting an audit firm to conduct an audit by a public interest entity – Helio S.A. with its registered office in Wygled, – Policy of provision by the audit company conducting the audit, by entities associated with this audit company and by a member of the audit company’s network of permitted non-audit services for the public interest entity – Helio S.A. with its seat in Wygledy, – Procedures for selecting an audit firm by a public interest entity – Helio S.A. based in Wygledy.

The company has not yet paid dividends and has not learned about the planned dividend in the future.

The Company has not developed a diversity policy with regard to the Company’s governing bodies and its key managers. In the opinion of the Company’s authorities, the development and adoption of such a policy in this case does not find any economic and organizational justification, and could pose a risk of formal and legal errors in making personnel decisions. At the same time, the Company’s authorities declare that they are aware of the benefits of maintaining diversity in the selection of people for the Company’s authorities and for the positions of key managers, and thus when making personnel decisions, they also take into account this aspect, giving it importance appropriate to the functions entrusted.

Currently, the Company does not have any incentive programs based on managerial options. Variable remuneration for members of the Management Board may be established in the form of an incentive depending on the achievement of quantitative and qualitative management goals set for individual members of the Management Board or the entire Management Board. The set management objectives should reflect the tasks faced by the Company in accordance with the adopted business strategy in accordance with the Company’s Remuneration Policy for members of the Management Board and Supervisory Board.