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Corporate governance

The supervisory structure of the Agora Group consists of: the General Meeting of Shareholders, the Supervisory Board with its subordinate committees and the Management Board.

5 - Gender equality
5 - Gender equality

Gender equality

  • striving for equal treatment in all aspects of employment
8 - Decent work and economic growth
8 - Decent work and economic growth

Decent work and economic growth

  • developing and running the current activity based on responsible business standards
16 - Peace, justice and strong institutions
16 - Peace, justice and strong institutions

Peace, justice and strong institutions

  • strengthening institutions and organizations that contribute to social development and civil society
  • GOVERNANCE STRUCTURE
  • TRANSPARENCY TOWARDS SHAREHOLDERS
  • RISK MANAGEMENT IN AGORA GROUP

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The supervisory structure of the Agora Group consists of: the General Meeting of Shareholders, the Supervisory Board with its subordinate committees and the Management Board. The scope of competences of individual supervisory bodies and issues related to their operation are determined by the law, in particular the Code of Commercial Companies, supervisory recommendations of supervisory bodies and the Articles of Association of Agora S.A., which is available on the corporate website www.agora.pl/en.

AGORA

AGORA

As at the date of this Report, the Management Board is composed of:

MANAGEMENT BOARD

  • it operates on the basis of the Commercial Companies Code and the Statutes of Agora S.A.;
  • it is composed of three to six members with the exact number determined by the shareholders holding the majority of preferred series A shares, and following the expiration of such preferred status of all series A shares – by the Supervisory Board;
  • candidates for members of the Management Board are nominated by shareholders holding series A shares, while the Management Board members are appointed by the General Meeting (with the reservation that Management Board members may be co-opted in accordance with the Statutes);
  • the term of office of the Management Board lasts 5 years;
  • it is evaluated every year;
  • it is authorised to convene the General Meeting of Shareholders;
  • it presents a detailed quarterly report on the condition of the company and of the Agora Group to the Supervisory Board;
  • it manages the activities of the Company and it represents it outside the company;
  • the resolutions of the Management Board are passed by a simple majority of votes.

The term of office of the current Management Board will expire on the date of the Company's General Meeting of Shareholders, approving the 2022 financial statements.

Bios of particular Members of the Management Board and the division of responsibilities for specific areas of Company's operation between Members of the Management Board are published on the corporate website and available at: www.agora.pl/en/corporate-management.

MANAGEMENT OF ESG IN AGORA

On 5 August 2021, Agora's Management Board appointed Agnieszka Siuzdak-Ziga to its group through co-option. A new member of the Management Board, as part of her duties, oversees the management of ESG issues in Agora.

AGORA

GENERAL MEETING OF SHAREHOLDERS

  • it operates on the basis of the Commercial Companies Code and the Statutes of Agora S.A.,
  • it appoints the member of the Supervisory Board and acknowledges the fulfilment of duties by the members of the Supervisory Board,
  • it appoints the members of the Management Board and acknowledges the fulfilment of duties by the Management Board.

SUPERVISORY BOARD

The company's Supervisory Board operates pursuant to the provisions of the Commercial Companies Code and the Statutes. Pursuant to §18 section 1 of the Statutes of Agora S.A., the Supervisory Board of the company consists of not less than six and not more than ten members appointed by the General Meeting, taking into account the other provisions of the Statutes. The number of members of the Supervisory Board is determined by the General Meeting. The Chairman of the Supervisory Board is appointed by the General Meeting. Members of the Supervisory Board may elect from among themselves a deputy chairman or persons performing other functions (§18 section 2 of the Statutes of Agora S.A.).

Pursuant to §20section 4 of the Statutes, at least two members of the Supervisory Board are independent members. Currently, all members of the Supervisory Board of the company meet the independence criterion under the company's Statutes. Two members of the Supervisory Board also meet the independence requirements set out in the Best Practices of Companies Listed on the Warsaw Stock Exchange S.A.

The special competences of Agora's Supervisory Board include, among others, assessment of the Management Board's report on the company's operations and the company's financial statements, assessment of the Management Board's proposals regarding the distribution of profit or coverage of loss, determining, in consultation with the President of the Management Board, the remuneration of the Management Board members, appointing a statutory auditor and consenting to the terms of material transactions of the company with related entities and other issues provided for by the provisions of law and the provisions of the Statutes.

According to §23 section 8 of the Statutes, meetings of the Supervisory Board are convened at least once a quarter. The Chairman also convenes meetings of the Supervisory Board at the request of the Management Board of the company expressed in the form of a resolution or at the request of any member of the Supervisory Board. Meetings of the Supervisory Board may be conducted with the use of means of direct remote communication, in a manner enabling communication between all participating members. The place of the meeting leader is considered the place of the meeting conducted with the use of means of direct remote communication.

As at the day of presentation of this report, the Supervisory Board is composed of:

  • Andrzej Szlęzak – Chairman of the Supervisory Board;
  • Tomasz Karusewicz – Member of the Supervisory Board;
  • Dariusz Formela – Member of the Supervisory Board;
  • Wanda Rapaczynski – Member of the Supervisory Board;
  • Tomasz Sielicki – Member of the Supervisory Board;
  • Maciej Wiśniewski – Member of the Supervisory Board.

Regarding the independence of Supervisory Board members and the Supervisory Board Committees, these issues are discussed in a separate section of the report.

Members of the Supervisory Board are appointed for a joint three-year term of office. Therefore, the term of office of the current Supervisory Board will expire on the date of the Company's General Meeting of Shareholders, approving the 2021 financial statements.

Bios of particular Members of the Supervisory Board are published on the corporate website and available at: www.agora.pl/en/corporate-management.

There is one Committee and one Commission operating within the Supervisory Board: the Audit Committee, and Human Resources and Remuneration Commission established in compliance with the Company’s Statutes, performing advisory role to the Supervisory Board. Competences and procedures of the Audit Committee, and Human Resources and Remuneration Commission were set forth in the by-laws of these bodies adopted by virtue of resolutions of the Supervisory Board.

AUDIT COMMITTEE

The Audit Committee is responsible for monitoring financial reporting of the Company and the Agora Group as well as financial audit activities, performing supervisory functions with respect to monitoring of internal control systems, internal audit and risk management, and performing supervisory activities with respect to monitoring the independence of external auditors.

As of today, the Audit Committee consists of:

  • Dariusz Formela – Chairperson of the Audit Committee, an independent member of the Supervisory Board with knowledge and skills in the field of accounting acquired in the course of previous professional activity;
  • Tomasz Sielicki – Member of the Supervisory Board with knowledge of the industry in which the company operates;
  • Maciej Wiśniewski – an independent Member of the Supervisory Board, with knowledge and skills in the field of accounting, acquired as part of his professional education in Finance and Banking at the Warsaw School of Economics and Finance at the London Business School, as well as in the course of his previous professional activity.

HUMAN RESOURCES AND REMUNERATION COMMISSION  

In accordance with the Bylaws of the Human Resources and Remuneration Commission, responsibilities of the Commission include periodical assessment of the principles of remuneration of the Management Board members and providing the Supervisory Board with appropriate recommendations in this respect, making recommendations regarding the amount of remuneration and granting additional benefits to individual members of the Management Board for consideration by the Supervisory Board.

Currently, the Human Resources and Remuneration Commission consists of:

  • Maciej Wiśniewski – Chairperson of the Human Resources and Remuneration Commission;
  • Dariusz Formela;
  • Tomasz Karusewicz;
  • Andrzej Szlęzak.

Moreover, the Supervisory Board supervises and is involved in the validation of the annual non-financial report of the Agora Group.

AGORA

With regard to the recommendation regarding the balanced proportion of women and men in the company's management boards, the Management Board of the company points out that it has no direct influence on the composition of Agora's main bodies. Nevertheless, in the event of changes in the composition of the company's key bodies, its Management Board tries to provide entities authorized to nominate candidates for these bodies with the requirements that they should meet in accordance with the Good Practices of Companies Listed on the Warsaw Stock Exchange. and other legal regulations.

At the same time, the Management Board of the company would like to emphasize that in accordance with the "Diversity Policy in the Agora Group" adopted in December 2015, when selecting candidates for all positions that are within the competence of the Management Board, the decisive factors in the company are knowledge, experience and skills. to perform a given function.

Table: Gender structure in the supervisory bodies

Struktura płci w organach nadzorujących i zarządzających w Agora S.A. - 2021

Management board Supervisory board
As at the end of
Women 2 (40.0%) 1 (16.7%)
Men 3 (60.0%) 5 (83.3%)

Struktura płci w organach nadzorujących i zarządzających w Agora S.A. - 2020

Management board Supervisory board
As at the end of
Women 2 (50.0%) 1 (16.7%)
Mężczyźni 2 (50.0%) 5 (83.3%)

According to market data, the share of women in management boards was 11.1%, and 15.5% in the supervisory board. A study conducted on 140 of the largest Polish listed companies included in the WIG20, mWIG40 and sWIG80 indices at the end of 2019 showed that in the period 2010-2019 women remained a minority in the governing bodies of these companies. Their share rarely exceeded the threshold of 30%* .

In Agora S.A. the share of women both in the Management Board and in the Supervisory Board is above the market average and amounts to 40.0%, respectively. and 16.7%.

* source of information: Report "The participation of women in authorities and the effectiveness of companies": www.cfapoland.org/application/media/images/Arts/CFA-SP-Udzial-kobiet-we-wladzach-a-efektywnosc-spolek.pdf [accessed in March 2022]

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Transparency towards shareholders is understood as clarity, openness and equal access to information. Agora, as a public company, is required to inform the market of any event concerning Agora or its capital group companies which may influence the investment decisions of the existing and potential shareholders. Our priority is to ensure that all interested parties have easy and non-discriminatory access to information through a variety of communication channels.  

The main communication channel is the www.agora.pl/en – corporate website, where all information required by the law and other materials which familiarise the stakeholders with the Agora Group's business profile are published on an ongoing basis. Additional tools supporting ongoing access to information are: a mobile version of the investor relations service and the Agora press office, as well as Twitter and LinkedIn accounts.

Regular meetings are also held for shareholders, investors and representatives of the media, during which the financial results achieved by the Agora Group in a given quarter are presented. The form of such meetings provides for the possibility to ask questions to the Management Board of Agora. Due to the limitations related to the COVID-19 pandemic in 2021, these meetings were held only remotely.

Apart from the quarterly meetings devoted to the presentation of the financial results, ordinary and extraordinary General Meetings of Shareholders are being held in a similar form, and the market is being informed in advance to enable shareholders to prepare for such meetings.

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Currently, there are internal control and risk management systems in place in the Agora Group:

The basic internal document regulating the area of risk management in Agora Group is “Risk Management Policy”. Its objective is to specify the principles and framework of the risk management process, to establish the responsibility of the participants of the process, and to define the basic concepts of risk. The Policy sets out: the division of responsibilities, the schedule of the risk management process, the risk categories and the principles of risk reporting by creating a register and a map of risks, and determining the acceptable level of risk.

The Group also implemented the internal audit regulations, as well as a register of risks and a map of risks. The map of risks is created on the basis of the register of risks identified in a given year. The Management Board determines which of the risks are crucial and reports them in the form of a map, which indicates the value of the effects of their potential materialisation and the probability of their occurrence for each of them. In addition, the factors that limit both these effects and that probability are determined. For each of the key risks, it is indicated whether the data is sufficiently limited, i.e. whether a given part of the risk is acceptable to the Agora Group.

THE MAIN ELEMENTS OF THE INTERNAL CONTROL SYSTEM ARE COMPONENTS OF THE AGORA GROUP’S BUSINESS PROCESSES AND INCLUDE, AMONG OTHERS:

  • procedures and regulations concerning, among others: delegation of powers and authorisation of decisions, evaluation of business projects, rules for incurring expenses (budgets and approval thresholds), recording and processing of business transactions, processes of reporting and control of transactions and results of individual areas of activity;
  • reviews of IT systems supporting the implementation of business processes and monitoring the operation of the systems themselves.

The management implements specific tasks resulting from the internal control system and the constant surveillance over its effectiveness as part of the management of the Group’s individual segments. The Agora Group has the Internal Audit Department, which primarily performs internal audit activities, understood as independent activities, objectively assessing the effectiveness aimed at adding value and improving the operations of the audited entity or the Agora Group as a whole. The rules governing the functioning of the unit are set out in the Internal Audit Regulations adopted by the Management Board and the Audit Committee of the Supervisory Board. Pursuant to the best practices, the Internal Audit Department reports back to the Management Board and the Audit Committee operating within the Supervisory Board. During the year, the Head of the Department coordinates the risk management process set out in the Risk Management Policy. In accordance with the Internal Audit Regulations, on the basis of, i.a., the results of the risk management process, an audit plan is being prepared, subject to the approval of the Audit Committee. Upon completion of the audit, an audit report is generated with recommendations and proposed process improvements.

The Audit Committee operating within the Supervisory Board holds regular meetings with the Company's internal auditor during which it discusses audit reports and actions taken to mitigate the identified risks. On that basis, the implementation of the annual internal audit plan is also monitored. In 2021, nine such meetings were held, and six meetings were held in 2020.

The above-mentioned risk management system refers to the risks identified as crucial; in particular these are risks related to the operating activity of the Group. Additionally, the Agora Group identifies and takes into account the ESG (Environmental, Social, Governance) risks, i.e. those relating to social, employee-related, environmental, human rights and anti-corruption issues. Risks from this group are managed by substantive units, responsible for a given area.

All identified risks are regularly analysed, monitored and managed, while following industry standards and guidelines, as well as implementing relevant internal policies and procedures. Thanks to this, it is possible to minimise or eliminate the identified risks, and effectively manage the organisation. The various parts of the report, dealing with the approach to governance, set out the procedures and policies aimed at eliminating non-financial risks.

The President of the Company together with the member of the Management Board responsible for ESG issues is responsible for managing non-financial risks, including risks related to climate change.

The main risks identified in 2021 are presented in the table below.


AGORA

AGORA

THE MAIN ELEMENTS OF THE INTERNAL CONTROL SYSTEM ARE COMPONENTS OF THE AGORA GROUP’S BUSINESS PROCESSES AND INCLUDE, AMONG OTHERS:

  • procedures and regulations concerning, among others: delegation of powers and authorisation of decisions, evaluation of business projects, rules for incurring expenses (budgets and approval thresholds), recording and processing of business transactions, processes of reporting and control of transactions and results of individual areas of activity;
  • reviews of IT systems supporting the implementation of business processes and monitoring the operation of the systems themselves.

The management implements specific tasks resulting from the internal control system and the constant surveillance over its effectiveness as part of the management of the Group’s individual segments. The Agora Group has the Internal Audit Department, which primarily performs internal audit activities, understood as independent activities, objectively assessing the effectiveness aimed at adding value and improving the operations of the audited entity or the Agora Group as a whole. The rules governing the functioning of the unit are set out in the Internal Audit Regulations adopted by the Management Board and the Audit Committee of the Supervisory Board. Pursuant to the best practices, the Internal Audit Department reports back to the Management Board and the Audit Committee operating within the Supervisory Board. During the year, the Head of the Department coordinates the risk management process set out in the Risk Management Policy. In accordance with the Internal Audit Regulations, on the basis of, i.a., the results of the risk management process, an audit plan is being prepared, subject to the approval of the Audit Committee. Upon completion of the audit, an audit report is generated with recommendations and proposed process improvements.

The Audit Committee operating within the Supervisory Board holds regular meetings with the Company's internal auditor during which it discusses audit reports and actions taken to mitigate the identified risks. On that basis, the implementation of the annual internal audit plan is also monitored. In 2021, nine such meetings were held, and six meetings were held in 2020.

The above-mentioned risk management system refers to the risks identified as crucial; in particular these are risks related to the operating activity of the Group. Additionally, the Agora Group identifies and takes into account the ESG (Environmental, Social, Governance) risks, i.e. those relating to social, employee-related, environmental, human rights and anti-corruption issues. Risks from this group are managed by substantive units, responsible for a given area.

All identified risks are regularly analysed, monitored and managed, while following industry standards and guidelines, as well as implementing relevant internal policies and procedures. Thanks to this, it is possible to minimise or eliminate the identified risks, and effectively manage the organisation. The various parts of the report, dealing with the approach to governance, set out the procedures and policies aimed at eliminating non-financial risks.

The President of the Company together with the member of the Management Board responsible for ESG issues is responsible for managing non-financial risks, including risks related to climate change.

The main risks identified in 2021 are presented in the table below.

AGORA

 

Główne ryzyka zidentyfikowane w 2021 r.

AREA MAIN RISKS IN THE AREA
ECONOMIC AND LEGAL

The main risks in this area are:

  • the macroeconomic risk related to the economic situation and the demand for products and services (Agora and the Group)
  • decreased revenues from advertising and cinema activity due to seasonality or administrative decisions (Agora and the Group)
  • changes in the structure of the advertising market (Agora and the Group)
  • global trends in the media consumption model (Agora and the Group)
  • changing preferences of consumers and advertisers (Agora and the Group)
  • the risk related to conducting licensed activity (radio) (only the Group)
  • the risk of acting in violation of the law and internal regulations (Agora and the Group)
  • the risk of violent legislative changes (Agora and the Group)
EMPLOYEE

Employee-related issues are one of the most important areas of responsibility, that is why Agora Group conducts activities aimed at minimising the following risks:

  • the risk of losing key employees and important competences (Agora and the Group)
  • the risk of high staff turnover (costs of recruiting new employees) (Agora and the Group)
  • the risk of unequal treatment of employees (in terms of remuneration, access to training, promotion, etc.) (Agora and the Group)
  • the risk of collective disputes with employees and of a conflict between the employer and an employee (Agora and the Group)
HUMAN RIGHTS

Identified risks related to human rights in the Agora Group:

  •  undesirable behaviour in the workplace (discrimination, mobbing) (Agora and the Group)
  • violation of the freedom of association and collective bargaining (Agora and the Group)
  • gross violation of human rights among the suppliers of the Agora Group (Agora and the Group)
ENVIRONMENTAL, INCLUDING CLIMATIC RISKS

In the environmental aspect, the Agora Group takes into account the risks associated with its activities, primarily as part of its activities in the fields of printing, cinema, catering, outdoor and administration.  The main risks include:

  • the operational risk related to the current activities and negative environmental impact (Agora and the Group)
  • higher operating costs caused by increased prices of raw materials (Agora and the Group)
  • the regulatory risk related to the adaptation of activities to global climate change regulations (Agora and the Group)
SOCIAL ACTIVITIES

The impact on local communities in all Agora Group locations and involvement in social, cultural, sports and charity projects are key issues in the area of corporate social responsibility. Due to the intensity of social involvement, the following risks are possible:

  • the risk of lack of transparency in the allocation of funds (Agora and the Group)
  • the violation of law and human rights due to the lack of due diligence in the selection of a social partner (Agora and the Group)
  • the risk of conflict of interests (Agora and the Group)
  • the risk of obtaining results that are disproportionate to the funds spent (Agora and the Group)
  • the risk of loss of image as a result of cooperation with a business partner acting to the detriment of society/the environment (Agora and the Group)
SUPPLY CHAIN AND CUSTOMER RELATIONS

The main areas of product liability in the Agora Group concern marketing communications, complaint procedures, as well as the protection of customers' privacy and their personal data. The most significant risks are the following:

  • the risk of violation of the law or regulations, e.g. data leak or unauthorised use of data and content. This may result in reputational and financial risks (penalties, fines) (Agora and the Group)
  • the risk of credibility of suppliers (Agora and the Group)
  • the risk of liability in the entire supply chain (Agora and the Group)
  • the risk related to improper protection of the recipients' personal data (Agora and the Group)
  • dependence on a small group of suppliers (Agora and the Group)
PREVENTING CORRUPTION AND FRAUD

The main risks in this area are:

  • the risk of conflict of interests (Agora and the Group)
  • the risk of abuse in relations with business partners and suppliers (Agora and the Group)
  • the risk of corrupt behaviour (also among suppliers and business partners) (Agora and the Group)
MEDIA ACTIVITY

In the modern world, the media play the key informative and opinion-making role. All social and economic changes are accompanied by the transformation of the mass media and the dynamic development of the social media.

Media industry challenges: 

  • reliability of sources (Agora and the Group)
  • independence (Agora and the Group)
  • transparency (Agora and the Group)
  • reliability (Agora and the Group)
  • fact checking and the fight against disinformation (Agora and the Group)

Risks related to media activities:

  • the risk of improper information management, public disclosure of contrary/unverified/false information (Agora and the Group)
  • lack of transparency (Agora and the Group)
  • loss of public trust (Agora and the Group)

Risks related to licensed activities:

  • loss of licence (only the Group)
  • imposition of a penalty (Agora and the Group)
  • decisions of the Office of Competition and Consumer Protection (UOKiK) recognising the company's practices as restricting competition or violating the Polish provisions on competition and consumer protection (Agora and the Group)
  • unfavourable rulings in administrative or court proceedings (Agora and the Group)
IT RISKS

Among the main risks associated with IT infrastructure are the following:

  •  system efficiency (Agora and the Group)
  • system security (cyber-security) (Agora and the Group)
RISKS RELATED TO THE EFFECTS OF THE COVID-19 PANDEMIC

The main risks in this area are:

  • economic consequences of the pandemic (Agora and the Group)
  • reducing the budget of customers and business partners resulting from the COVID-19 pandemic (Agora and the Group)
  • changes in the media consumption (Agora and the Group)
  • acceleration of digitization processes (Agora and the Group)
  • structural changes on the advertising market (Agora and the Group)
  • new purchasing behaviours (Agora and the Group)
  • restrictions on the supply of products sold (only the Group)
  • regulatory restrictions on business operations (only the Group)

* Detailed identification and analysis of climate risks is described in Part: Carbon footprint and environment impact, Where the identification and analysis of climate risks and the resulting threats and opportunities are presented in accordance with the AXIS methodology (Amplification, eXclusion, Intensification , Seizure), which was carried out by the Agora Group in 2021.

More information on the risks affecting the results of operations and financial activities of the Agora Group can be found at agora.pl/en/reports in the Agora Group's 2021 financial statements.