Diversity policy
During the appointment of management of the company and its key managers the company endeavours to ensure comprehensive diversity particularly in the area of gender, kind of education, age and professional experience. The decisive aspect is the first of all high qualifications and content related skills to fulfill the appropriate function.
The objective of diversity policy elaborated is to build up the awareness and organization culture open to diversity that leads to increase effectiveness of work and to fight against discrimination.
The base for diversity management in Apator SA is to create equal chances in access to professional development and promotion.
Remuneration policy for Members of the Executive Board and the Supervisory Board Apator S.A. with headquarters in Toruń
§ 1
Objectives of the Remuneration Policy and ways to achieve them
1. The Remuneration Policy of the Members of the Executive Board and Supervisory Board of Apator S.A. is an internal document adopted by Apator S.A. in accordance with art. 90d of the Act on Public Offers and Conditions of Introduction of Instruments to Organized Trading Systems and Public Companies dated July 29, 2005 (i.e. 2022 Journal of Laws., item 2554 with amendments, hereinafter referred to as the Act on Public Offers) by the Ordinary General Shareholders Meeting of Apator SA on July 2, 2020 (hereinafter referred to as the Remuneration Policy), amended by the resolution of the Ordinary General Shareholders Meeting on June 28, 2023.
2. It defines, first of all, the principles and methods of establishing and terminating legal relations with the Members of the Executive Board and the Supervisory Board, as well as the principles of determining the remuneration of the Members of the Executive Board and the Supervisory Board and the components of such remuneration.
3. Solutions adopted in the Policy on remuneration should contribute to the performance of business strategy, long-term interests and stability of Apator SA. (hereinafter also called the Company).
4. The objectives set out in paragraph 3 above are achieved primarily by:
- adopting clear, predictable and common rules for establishing legal relations with Members of the Executive Board and Supervisory Board, as well as rules for their remuneration;
- observing the processes in force in the Company when establishing legal relations with Members of the Executive Board and the Supervisory Board;
- Introduction of common principles of remuneration for the whole group of employees and persons cooperating with the Company, in particular with respect to payment dates, granting variable components of remuneration, use of additional benefits;
- linking the payment of variable remuneration components to, among others, the Company's financial results;
- creating the possibility for Members of the Executive Board to purchase remuneration in the form of financial instruments;
- flexible response to changes in the Company's financial situation or its business objectives by taking into account the needs and requests of the Members of the Executive Board and Supervisory Board and the possibility of introducing changes to the Remuneration Policy or temporary withdrawal from its application;
- exercising close supervision over the implementation of the Remuneration Policy by the Supervisory Board;
- involvement in the process of adopting and controlling the implementation of the General Meeting's remuneration policy.
5. Detailed rules of establishing legal relationships with the Members of the Executive Board and the Supervisory Board and their remuneration are established in accordance with generally binding legal regulations and internal regulations binding in Apator S.A., including in particular in the Statute of Apator S.A., Regulations of General Shareholders Meeting, Regulations of the Supervisory Board and Regulations of the Executive Board.
§ 2
Grounds for establishing and dissolving legal relations with Members of the Executive Board. Remuneration of the Executive Board Members
1. Grounds for establishing and dissolving legal relations with Members of the Executive Board and paying them remuneration
1. The basis for establishing a legal relationship with a Member of the Executive Board and paying their remuneration is:
- an employment contract concluded for a definite or indefinite period, or
- a mandate contract, including a management contract, concluded for the duration of holding the position of a Member of the Management Board, or
- appointment to perform the function of a Member of the Management Board for the period of already holding the function of a Member of the Management Board, or
- a mandate contract concluded with an entity cooperating or employing a Member of the Management Board, or
- other legally permissible forms of cooperation
2. The basis for establishing a legal relationship with a Member of the Executive Board and determining the amount of his or her remuneration shall be selected through negotiations between the parties. These negotiations are conducted on behalf of the Company by the Supervisory Board or its proxy appointed by it from among the Members of the Supervisory Board.
3. The final decision concerning the establishment of a legal relationship with a Member of the Executive Board, the basis, rights and obligations of the parties in the scope of, inter alia, termination of the legal relationship, as well as the principles of remuneration shall be determined by the Supervisory Board of the Company in the form of a resolution to which a draft agreement concluded with a Member of the Executive Board or an entity cooperating or employing a Member of the Management Board is attached.
4. The Supervisory Board may determine different basis for establishing legal relationship for individual Members of the Executive Board, as well as determine different rates of remuneration for individual Members of the Executive Board for managing the Company and direct managing the Division; however, regardless of this, the rules for dividing the remuneration of a given Member of the Executive Board into a fixed part and a variable part of the remuneration must remain the same, regardless of the basis for establishing legal relationship applied.
5. The legal relationship with the Member of the Executive Board may be terminated:
- at any time with the consent of its Parties;
- by a Member of the Executive Board with a period of notice resulting from the concluded agreement, by way of relinquishment of the function;
- as a result of dismissal from the function of the Supervisory Board, such dismissal shall be treated as termination of the contract with a period of notice resulting from the concluded contract;
- without notice in accordance with Articles 52 and 53 of the Labour Code.
2. Components of remuneration of the Executive Board Members
1. Regardless of the basis for establishing a legal relationship with a Member of the Executive Board, a Member of the Executive Board may receive from the Company cash remuneration for managing the Company consisting of two parts, i.e. a fixed part and a variable part.
2. When appointing a Member of the Executive Board, the Supervisory Board shall determine - in a resolution appointing a Member of the Executive Board or in a separate resolution - the basic elements of the financial remuneration of the Member of the Executive Board, including the amount of fixed and variable remuneration.
3. A member of the Executive Board may also be granted additional benefits under the rules applicable to employees of the Company.
3. Fixed part of the Executive Board Member's remuneration
1. The fixed remuneration of a Member of the Executive Board is paid monthly in the amount specified in a resolution of the Board and a document confirming the legal relationship.
2. The fixed remuneration is paid on the date of payment of the Company's employees.
3. The amount of fixed remuneration is determined by the Supervisory Board, taking into account the expectations of the Member of the Executive Board, the level of the company's profits achieved and the remuneration benchmarks.
4. Variable part of the Board Member's remuneration
1. Each Member of the Executive Board may receive variable remuneration.
2. The variable part of the salary represents up to 80% of the fixed salary and is paid as an annual bonus.
3. The payment of the annual bonus depends on the implementation of specific long-term management objectives by individual Members of the Executive Board and the results achieved by the Company. By the end of the first quarter of a given year, the Supervisory Board shall set goals and determine the rules for their settlement.
4. In particular, the management objectives on which variable remuneration is conditional may constitute a management objective:
1. Financial objectives:
- EBITDA level
- net and gross profit level
- value and trend of revenues
- cash flow
- other financial ratios
2. Non-financial objectives:
- implementation of the business strategy of the company and the Group
- increase in business efficiency
- actively seeking business development opportunities
- active cooperation within the Group
- customer satisfaction level
- deliver of the HR strategy
- delivery of the CSR strategy
- environmental indicators
5. The variable remuneration is paid after the evaluation of the implementation of the set objectives by the Supervisory Board in the form of a resolution and after the approval of the Company's financial statements by the General Meeting of Shareholders.
6. The Company does not provide for deferred payment of variable remuneration or the possibility to demand its reimbursement.
5. Additional non-monetary benefits for Executive Board Members
1. Each Member of the Company's Executive Board may also receive other non-monetary benefits from the Company.
2. The Company does not offer additional pension programs.
3. The Company may grant Members of the Executive Board remuneration in the form of financial instruments. The right to receive such remuneration may be acquired by a Member of the Executive Board during the term of the legal relationship between the Member of the Executive Board and the Company.
§ 3
Grounds for establishing and terminating legal relations with Members of the Supervisory Board. Remuneration of Supervisory Board Members
1. Grounds for establishing and dissolving legal relations with Members of the Supervisory Board and payment of remuneration
1. The basis for establishing a legal relationship with a Member of the Supervisory Board is the resolution on appointment to the Supervisory Board adopted by the Ordinary General Meeting. A member of the Supervisory Board is appointed for a joint term of office, which is five consecutive full financial years.
2. A member of the Supervisory Board may be recalled at any time by resolution of the General Meeting.
3. Moreover, the mandate of a Member of the Supervisory Board expires in other cases specified in the Commercial Companies Code and the Company's Articles of Association.
4. Resolutions of the General Shareholders Meeting shall constitute the sole basis for remuneration of Members of the Supervisory Board for performing their functions in the supervisory body, with the provision that in the case of delegating a member by the Supervisory Board to independently perform supervisory activities, the amount of remuneration is determined by a resolution of the Supervisory Board. The principles of remuneration of a Member of the Supervisory Board may be set forth in a resolution appointing a Member of the Supervisory Board or in a separate resolution.
2. Remuneration elements for Supervisory Board Members
1. A member of the Supervisory Board receives remuneration in the form of a fixed monthly amount established by a resolution of the General Shareholders Meeting, regardless of participation in meetings of the Supervisory Board. In the case of remuneration received pursuant to a resolution of the Supervisory Board, a Member of the Supervisory Board receives remuneration in the amount and on the dates specified in this resolution.
2. Members of the Supervisory Board may take advantage of additional non-monetary benefits provided for the Company's employees, in accordance with internal documents in force at the Company. These are the benefits referred to in § 2 point 5 of the remuneration policy.
3. Members of the Supervisory Board have the right to demand reimbursement of business travel expenses related to the performance of their duties.
4. The remuneration of the Members of the Supervisory Board is paid on the date of payment of remuneration to the Company's employees.
5. The Company does not grant the Supervisory Board members remuneration in the form of financial instruments.
§ 4
Working conditions and remuneration of the Company's employees other than Executive Board and Supervisory Board members and their transfer to the remuneration policy for Executive Board and Supervisory Board members
1. The Company's employees are employed primarily on the basis of an employment contract, and exceptionally also on the basis of a civil law contract or in the form of self-employment. Flexibility in this area allows the Company to attract the necessary experts from the labour market.
2. The Company's employees employed under an employment contract are remunerated on the basis of the Company Collective Bargaining Agreement. Their remuneration, as well as that of Executive Board Members, consists of three main elements: fixed (basic) remuneration, variable remuneration and non-monetary benefits and other monetary allowances.
3. The basic salary of the Employees is determined on the basis of the remuneration schedule, which is created on the basis of the analysis of market reports and the financial situation of the Company. The remuneration of the Employees, similarly to the Members of the Executive Board, depends on two elements: the Company's financial capabilities and market benchmarks.
4. Variable remuneration of Employees, similarly to the Executive Board Members, is paid in the form of bonuses and its payment depends both on the level of profit achieved by the Company and on the performance of tasks by individual Employees.
§ 5
Description of the decision-making process to establish, implement and review the remuneration policy
1. The draft remuneration policy is prepared by and under the supervision of the Executive Board.
2. In the process of preparation of the draft Remuneration Policy, apart from Members of the Executive Board, they participate:
- representatives of the HR department with regard to the preparation of data concerning, among others, the basis for establishing legal relations with Members of the Executive Board and the Supervisory Board, as well as their remuneration components;
- lawyers in the field of evaluation of the formal and legal remuneration policy, i.e. its compliance with the applicable laws;
- Members of the Supervisory Board with advisory and consultative powers.
3. The agreed draft Remuneration Policy is submitted by the Executive Board to the General Meeting of the Company, which adopts a resolution in this respect.
4. The change of the remuneration policy is made in the same way as its adoption.
5. Any Member of the Executive Board or Supervisory Board may apply to the Company's Executive Board for a change in the remuneration policy. A resolution to change the Remuneration Policy is adopted by the General Meeting of the Company at its next meeting.
6. The Executive Board of the company is responsible for the implementation of the remuneration policy.
7. The remuneration policy is supervised by the Supervisory Board.
8. The Supervisory Board also prepares remuneration reports and submits them to the General Meeting for an opinion. § 8 shall apply to the remuneration statements. Remuneration policy.
9. The Supervisory Board shall review the remuneration policy in force at least once a year, taking into account primarily long-term interests and stability of the Company as well as its financial results. Data for the review of the Remuneration Policy, including in particular the remuneration of the Members of the Executive Board and Supervisory Board for a given financial year is prepared by the HR Department.
10. The General Meeting authorizes the Supervisory Board to specify the elements of the Policy within the limits specified by the General Meeting in this Remuneration Policy and in accordance with the relevant legal regulations in the scope:
- a description of the fixed and variable components of remuneration, as well as bonuses and other cash and non-cash benefits that may be granted to Executive Board members;
- financial and non-financial criteria regarding the allocation of variable remuneration components, taking into account the provisions of § 2.4. 4.4.1. and 4.4.2. of this Remuneration Policy;
- remuneration in the form of financial instruments with the indication of specific dates on which the Executive Board Member may acquire the right to receive the remuneration in this form and the principles of disposal of financial instruments.
§ 6
Description of measures taken to avoid or manage conflicts of interest relating to the remuneration policy
1. The remuneration policy aims to ensure that conflicts of interest relating to remuneration are identified and appropriately mitigated.
2. One element of the variable remuneration award process is appropriate risk mitigation measures, i.e. a multi-level decision making process and clear and transparent rules for performance evaluation.
§ 7
Temporary withdrawal from the Remuneration policy
1. If it is necessary to pursue the Company's long-term interests and financial stability or to guarantee its profitability, the Supervisory Board may by way of a resolution decide to temporarily waive the application of the Remuneration Policy.
2. The resolution referred to in paragraph 1 above shall indicate, in particular, the reason for the waiver, the elements of remuneration from which the waiver is made and the period for which it was made.
3. The Supervisory Board may at any time amend or repeal a resolution on temporary withdrawal from the application of the Remuneration Policy, indicating the reason for such amendment or repeal.
4. A resolution on temporary withdrawal from the remuneration policy may be adopted at the request of any Member of the Executive Board or Supervisory Board or on the basis of a resolution of the Supervisory Board adopted on its own initiative.
5. The request referred to in paragraph 4 above shall contain a statement of reasons, indicating at least the reason for the deviation, the elements of remuneration from which the deviation is to be made and the period for which the deviation should be made.
6. A resolution to temporarily waive the application of the remuneration policy may not apply to claims for payment of remuneration arising prior to its adoption.
7. The Supervisory Board shall immediately inform the Company's Executive Board about the adoption of a resolution on temporary withdrawal from the remuneration policy.
§ 8
Salary statements
1. The Supervisory Board prepares annually a remuneration report presenting a comprehensive review of remuneration, including all benefits received by individual Members of the Executive Board and Supervisory Board in the last financial year.
2. Members of the Company's Supervisory Board are responsible for the information contained in the remuneration report.
3. Remuneration report for each Member of the Executive Board and Board. The Supervisory Board includes in particular:
1. the amount of the total remuneration divided into the components mentioned in art. 90d sec. 3 item 1 of the Act on Public Offering, and mutual proportions between these components;
2. explanation of how the total remuneration is consistent with the adopted Policy, including how it contributes to the Company's long-term results;
3. information on how the performance criteria have been applied;
4. information on changes, on an annual basis, in the remuneration, performance of the Company and average remuneration of the Company's employees who are not Members of the Executive Board or Supervisory Board over the last five financial years, on a cumulative basis, in a way that allows for comparison;
5. amount of remuneration from entities belonging to the same capital group within the meaning of the Accounting Act of 29 September 1994 (Journal of Laws of 2019, item 351, 1495, 1571, 1655 and 1680);
6. the number of financial instruments granted or offered and the main terms and conditions for exercising the rights from those instruments, including the price and date of exercise and changes thereto;
7. information on the use of the variable remuneration scheme;
8. information on deviations from the Policy implementation procedure and deviations applied in accordance with Article 90f of the Act on Public Offering, including an explanation of the premises and procedures, and an indication of the elements from which deviations were applied.
§ 9
Application of the remuneration policy
1. The remuneration policy shall come into force on the date specified in a resolution of the General Meeting.
2. A resolution on the Remuneration Policy is adopted not less frequently than every four years.
3. The Company publishes on its website the remuneration policy and the resolution on its approval, together with the date of its adoption and the results of voting.
Resolution No 31/VII/2020
of the Ordinary General Meeting of Shareholders
Apator Spółka Akcyjna of 2 July 2020
on determining remuneration for Members of the Supervisory Board
