Corporate governance

• WSE Best Practice

• Corporate governance

The Management Board of Asseco Business Solutions SA, acting in accordance with Article 29(3) of the Warsaw Stock Exchange Rules following the entry into force on 1 July 2010 of revised corporate governance rules contained in the document – Appendix to Resolution No. 17/1249/2010 of the WSE Supervisory Board dated 19 May 2010, Code of Best Practices for WSE Listed Companies, declares current non-use by the Company of the following principles of corporate rules:

I. Recommendations for best practice for listed companies

Rule 1: “A company should pursue a transparent and effective information policy using both traditional methods and modern technologies and latest communication tools ensuring fast, secure and effective access to information. Using such methods to the broadest extent possible, a company should in particular:- enable on-line broadcasts of General Meetings over the Internet,  record General Meetings, and publish the recordings on the company website.”

The rule is not applied in the part concerning the broadcast of General Meetings, its recording and publishing on the website. The Company will make every effort to adjust its Internet service for investor relations with a view to carrying out on-line broadcasts of General Meetings.

Rule 5: “A company should have a remuneration policy and rules of defining the policy. The remuneration policy should in particular determine the form, structure, and level of remuneration of members of supervisory and management bodies. Commission Recommendation of 14 December 2004 fostering an appropriate regime for the remuneration of directors of listed companies (2004/913/EC)  and Commission Recommendation of 30 April 2009 complementing that  Recommendation (2009/385/EC) should apply in defining the remuneration  policy for members of supervisory and management bodies of the company.”

The rule is not applied. With regard to this rule, the Company follows generally applicable law. The remuneration for the Management Board is determined by the Supervisory Board based on the qualifications, scope of responsibilities and experience of the Board member. Contracts with Board members contain provisions commonly used in management contracts. The remuneration of the Supervisory Board is determined by the General Assembly. The remuneration of managers and supervisors is fully dependent upon the scope of tasks and responsibilities in a given function, and are reasonably related to their economic performance.

II. Best practice for management boards of listed companies

Rule 1(14): “A company should operate a corporate website and publish on it, in addition to information required by legal regulations: 14) information about the content of the company’s internal rule of changing the company authorised to audit financial statements or information about the absence of such rule.”

Currently, the Issuer has no information on its website concerning the Company’s rule (or lack thereof) of changing the entity authorized to audit financial statements. The selection of an entity authorised to audit financial statements as well as its change is decided by the Supervisory Board.

IV. Best practices of shareholders

Rule 10: “A company should enable its shareholders to participate in a General Meeting using electronic communication means through:
1) real-life broadcast of General Meetings;
2) real-time bilateral communication where shareholders may take the floor during a General Meeting from a location other than the General Meeting;
3) exercise their right to vote during a General Meeting either in person or through a plenipotentiary. This rule should be applied not later than 1 January 2012.

Neither the Articles of Association nor the Rules of Procedure of the General Meeting provide for the participation of shareholders in a General Meeting by means of electronic communication. The Company will make every effort to ensure that from 1 January 2012 this rule is respected.

The Management Board of Asseco Business Solutions SA announces that on 10 March 2010 the Supervisory Board, acting under the obligation referred to in Article 86(3) and (7) of the Act of 7 May 2009 on certified auditors and their self-government, entities authorised to audit financial statements and public supervision (Journal of Laws of 2009, No. 77, item 649), adopted a resolution on the establishment of the Audit Committee.

The Audit Committee is authorized to perform the audit of the Company’s finances, in particular:

• to monitor the financial reporting process
• to monitor the effectiveness of internal control systems, internal audit and risk management
• to monitor the performance of financial audit activities
• to monitor the remuneration of a certified auditor or entity authorized to audit financial statements

Since the Company’s Supervisory Board consists of the minimum number of members required by law, the Committee’s tasks will be performed by the Board.

Legal basis:
In accordance with Section III(7) of the Best Practices of WSE Listed Companies.