Remuneration Policy

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GPW REMUNERATION POLICY

The incentive remuneration system for employees and managers consists of the following components: a fixed part (basic remuneration), a variable part (including the annual bonus and discretionary awards), as well as fringe benefits. Basic remuneration on GPW is linked to the employee’s potential, competences and performance.

The bonus system covers all GPW employees other than the Exchange Management Board Members. It provides a simple and clear mechanism of calculating and distributing the bonus pool. The overall bonus pool available for bonuses for all eligible GPW employees in a bonus year depends on the profit on sales generated by GPW.

The system is designed to incentivise employees for superior performance by achieving individual targets and evaluating employee attitudes; it incentivises managers to motivate their employees. The bonus system includes an annual employee appraisal which covers the employee’s overall performance in the bonus year, identifies the employee’s strengths and areas for improvement. The annual appraisal includes an assessment of the employee’s individual targets and attitudes throughout the bonus year as well as the employee’s overall performance in the bonus year as the basis for determining the amount of the bonus.

GPW provides employees with a wide range of fringe benefits including health care, life insurance, reimbursement of commuting costs, the Employee Pension Scheme, a canteen system. GPW employees can use loans including housing and medical loans, as well as payments from the Company Social Benefits Fund. Managers are entitled to a flat-rate reimbursement of the cost of a vehicle.

More information about employees, including the GPW training policy, recruitment policy and employee volunteering is presented in section IV.4 Responsible Human Relations Policy.

REMUNERATION POLICY FOR EXCHANGE MANAGEMENT BOARD MEMBERS

Pursuant to the Articles of Association, the power to determine the terms of the employment contracts and the amount of remuneration of the President and the other members of the Exchange Management Board has been vested in the Exchange Supervisory Board. However, the terms of the employment contracts and the amount of remuneration of the other members of the Exchange Management Board are determined upon the request of the President of the Exchange Management Board. The Members of the Management Board of the current term of office receive no remuneration for their functions on the boards of subsidiaries and associates of the GPW Group.

The remuneration system for the members of the Exchange Management Board is based on a long-term incentive system. It consists of a fixed part (basic remuneration), a variable part (incentive system, i.e., discretionary annual bonus), as well as fringe benefits to the extent defined by the Exchange Supervisory Board. The bonus system was implemented in 2014.

The variable part of remuneration, i.e., the discretionary annual bonus, may be awarded provided that the following criteria are met:

  • the Company reports a net profit for the financial year for which the discretionary bonus is to be awarded;
  • the member of the Exchange Management Board is employed as at the 30th day after the publication of the consolidated financial statements of the GPW Group;
  • he Members of the Exchange Management Board are granted a vote of discharge of their duties for the last bonus year.

The amount of the bonus for Members of the Management Board depends on semi-annual appraisal of performance and the Company’s results performed by the Exchange Supervisory Board, as well as verification of results of work of the Exchange Management Board Members in previous bonus years.

The Exchange Supervisory Board performs an annual appraisal which may determine the grant and the amount of the discretionary bonus awarded to a Management Board Member. The maximum amount of the discretionary annual bonus is capped as a percentage of annual basic remuneration. Payments of the awarded discretionary bonus are made as follows:

  • 30% of the awarded bonus paid on a one-off basis;
  • 30% paid in phantom shares, which are paid out one year after the award;
  • 40% of the awarded bonus is added to the bonus bank and settled in equal parts in the next three years subject to positive reassessment by the Supervisory Board of the work taken in the period of the bonus.

Fringe benefits available to the Management Board Members in 2016 included medical insurance, life insurance, a canteen system, as well as an Employee Pension Plan.

In addition to the foregoing, the Company has no incentive or bonus schemes based on the issuer’s equity (including schemes based on bonds with pre-emptive rights, convertible bonds, subscription warrants, or stock options).

Remuneration and benefits of Members of the Exchange Management Board paid and due for 2016 (PLN thousand)

Management Board MemberBasic salaryHoliday equivalentBonus – one-off paymentBonus – bonus bankBonus – phantom sharesOther benefitsBenefits after terminationTotal  
Małgorzata Zaleska7360000220758
Paweł Dziekoński4570000110467
Michał Cieciórski169000040173
Dariusz Kułakowski6600000280688
Paweł Tamborski2070000767280
Karol Półtorak330270001153421
Grzegorz Zawada440530001742553
Mirosław Szczepański     0,45555
Total299980000100,42173 395

Remuneration and benefits of Members of the Exchange Management Board paid and due for 2015 (PLN thousand)

Management Board MemberBasic salaryHoliday equivalentBonus – one-off paymentBonus – bonus bankBonus – phantom sharesOther benefitsBenefits after terminationJubilee awardTotal  
Paweł Tamborski826026725519852001 599
Karol Półtorak660020521616249001 292
Grzegorz Zawada660019520015038001 243
Mirosław Szczepański55063703527231100877
Dariusz Kułakowski648017818113532001 174
Adam Maciejewski0000005530553
Beata Jarosz0000002210221
Total3 3456391588767219388406 958

The tables above do not social security contributions paid by the employer. In addition, Members of the Exchange Management Board received no remuneration for their functions on the supervisory authorities of subsidiaries in 2015-2016.

TERMS OF EMPLOYMENT CONTRACTS WITH MEMBERS OF THE EXCHANGE MANAGEMENT BOARD

The current term of office of the Management Board of the Warsaw Stock Exchange started in 2016.

Three Members of the Management Board signed employment agreements for a determined period, i.e., until the end of their mandate. The agreements may be terminated by the Company or the Management Board Member with a notice of termination as laid down in the Labour Code or by agreement of the parties.

In its Resolution No. 36/1455/2016 of 23 May 2016, the Exchange Supervisory Board appointed a fourth Member of the Exchange Management Board.

Members of the Exchange Management Board, as at 31 December 2016

Member of the Management BoardIn office fromIn office toFunction
Małgorzata Zaleska10 February 2016for a determined period, i.e., until the end of the mandatePresident of the Management Board
Paweł Dziekoński20 April 2016for a determined period, i.e., until the end of the mandateVice-President of the Management Board
Dariusz Kułakowski25 July 2014for a determined period, i.e., until the end of the mandateMember of the Management Board
Michał Cieciórski29 September 2016for the term of the functionMember of the Management Board

In addition to employment agreements, the Exchange Supervisory Board signed non-competition agreements with the Members of the Management Board, which will take effect after the termination of employment for a term of 6 months irrespective of the grounds of termination of the employment agreement. The non-competition agreements may be terminated by the Company within 30 days of termination of the employment agreement.

The duration of agreements with three Management Board Members (Paweł Tamborski, Karol Półtorak, Grzegorz Zawada) was modified in 2016.

Paweł Tamborski resigned as President of the Management Board on 31 December 2015. The agreement was terminated with a three-month notice on 31 March 2016. According to GPW’s declaration of termination of the non-competition agreement, after termination of employment, Mr Paweł Tamborski was paid compensation under the non-competition agreement in the amount proportionate to the term of the non-competition agreement.

Mr Paweł Tamborski was paid a discretionary bonus for the bonus year 2014 in 2016 as follows:

  • cash in respect of phantom shares; and
  • the first tranche of the bonus bank.

Karol Półtorak resigned as Vice-President of the Management Board on 16 March 2016. The agreement was terminated by agreement of the parties on 31 March 2016.

Following the termination of the employment agreement, Mr Karol Półtorak was paid a three-month compensation for early termination of the employment agreement.

According to GPW’s declaration of termination of the non-competition agreement, after termination of employment, Karol Półtorak was paid compensation under the non-competition agreement in the amount proportionate to the term of the non-competition agreement.

Mr Karol Półtorak was paid a discretionary bonus for the bonus year 2014 in 2016 as follows:

  • cash in respect of phantom shares; and
  • the first tranche of the bonus bank.

Mr Grzegorz Zawada resigned as Vice-President of the Management Board on 23 May 2016. The agreement was terminated by agreement of the parties on 31 May 2016.

Following the termination of the employment agreement, Mr Grzegorz Zawada was paid a three-month compensation for early termination of the employment agreement.

According to GPW’s declaration of termination of the non-competition agreement, after termination of employment, Grzegorz Zawada was paid compensation under the non-competition agreement in the amount proportionate to the term of the non-competition agreement.

Mr Grzegorz Zawada was paid a discretionary bonus for the bonus year 2014 in 2016 as follows:

  • cash in respect of phantom shares; and
  • the first tranche of the bonus bank.

In 2016, GPW paid compensation under the non-competition agreement to Mirosław Szczepański, who resigned as Vice-President of the Management Board. The agreement was terminated with a three-month notice on 31 October 2015. After termination of employment, Mirosław Szczepański was entitled to compensation under the non-competition agreement at 100% of his remuneration for a period of three months until January 2016.

Mr Mirosław Szczepański was paid a discretionary bonus for the bonus year 2014 in 2016 as follows:

  • cash in respect of phantom shares; and
  • the first tranche of the bonus bank.

REMUNERATION OF EXCHANGE SUPERVISORY BOARD MEMBERS

According to the Articles of Association, the Exchange Supervisory Board Members receive remuneration in the amount set by the Ordinary General Meeting.

Until 29 November 2016, pursuant to the Resolution of the Company’s Ordinary General Meeting of 25 July 2014, the amount of monthly remuneration of the Exchange Supervisory Board members was set as follows:

Chairman of the Exchange Supervisory Board – 2 times the average monthly remuneration in the enterprise sector, net of profit bonuses for the fourth quarter of the previous year, as announced by the President of the Central Statistical Office (GUS);

Deputy Chairman of the Exchange Supervisory Board, Secretary to the Exchange Supervisory Board, Member of the Exchange Supervisory Board – 1.5 times the average monthly remuneration in the enterprise sector, net of profit bonuses for the fourth quarter of the previous year, as announced by the President of the Central Statistical Office (GUS).

According to a resolution of the Extraordinary General Meeting of the Company of 30 November 2016, the amount of monthly remuneration of the Exchange Supervisory Board members was set at 1.5 times the average monthly remuneration in the enterprise sector, net of profit bonuses for the fourth quarter of the previous year, as announced by the President of the Central Statistical Office (GUS).

The amount of remuneration is raised by a percentage of the monthly remuneration as follows:

  • for the Chairman of the Exchange Supervisory Board – 10%,
  • for the Deputy Chairman of the Exchange Supervisory Board – 9%,
  • for the Secretary to the Exchange Supervisory Board – 8%,
  • for Chairmen of Committes of the Exchange Supervisory Bo – 9%.

The additional remuneration is not aggregated.

Remuneration of the Supervisory Board members (PLN thousand)

Exchange Supervisory Board Member  Year ended 31 December 2016  Year ended 31 December 2015
   
Adam Miłosz790
Marek Słomski7874
Jarosław Grzywiński750
Jacek Lewandowski7174
Ewa Sibrecht-Ośka680
Wojciech Nagel530
Marek Dietl410
Jarosław Dominiak400
Łukasz Hardt80
Wiesław Rozłucki399
Marek Wierzbowski274
Waldemar Maj274
Bogdan Klimaszewski238
Andrzej Ladko238
Dariusz Kacprzyk031
Piotr Piłat037
Wojciech Sawicki00
Łukasz Świerżewski00

Exchange Supervisory Board members have no supervisory or management functions in GPW subsidiaries.

EVALUATION OF THE REMUNERATION POLICY

The Company’s remuneration policy based on an incentive system directly supports the implementation of GPW’s business strategy. The Company’s remuneration system is based on fixed remuneration and variable remuneration under the incentive system. The remuneration system also includes other factors such as recognition, career development and work conditions, which contributes to the Company’s organisational culture and facilitates the implementation of the business strategy.

The remuneration policy differentiates between pay levels depending on the job position, performance and competences. The variable component provides flexibility and aligns the system with the implementation of GPW’s strategy. The incentive system links the Company’s management with the goals of the GPW strategy and cascades the goals to employees, thus supporting GPW’s business.

The extensive system of employee benefits is competitive on the market while ensuring cost efficiency for the Company. As a part of the HR strategy, the remuneration policy consistently helps to recruit, retain and incentivise employees.