Our Corporate Governance

Diversity policy and compensation policy

GRI G4-12

Diversity policy

In the Company, no formal diversity policy has been prepared with regard to the Company’s corporate bodies; nevertheless, the policy carried out by the Company in all the processes, especially recruitment, takes into consideration such diversity aspects as sex, education, age and professional experience, accepting diversity and equal opportunities as significant competitive advantages, which make it possible to win and retain talented employees and benefit from their professional capacity, especially with regard to the Company’s corporate bodies.

Key management personnel compensation policy

„The key management personnel compensation policy” is the element of the corporate governance principles in effect in PKP CARGO S.A. established in accordance with the generally applicable laws, “Code of Best Practice 2016” and internal regulations in force in the Company, including in particular the provisions of the Articles of Association, the Bylaws of the Shareholder Meeting, the Bylaws of the Supervisory Board and the Bylaws of the Management Board.

The policy contains the summary of general rules for compensating the key management personnel, i.e. the Supervisory Board Members, the Members of the Management Board of PKP CARGO S.A., the department directors at the Company’s Headquarters and directors of the Company’s Work Establishments, and it constitutes an important element of the development and safety of PKP CARGO S.A., and its main objective is to support the strategies aimed at achieving the Company’s assumed business goals.

Management Board

In accordance with the provisions of the “Compensation policy for key management personnel of PKP CARGO S.A.”, by the end of 2017, the Company applied the following rules to the hiring and compensating its Management Board Members:

  1. Possible forms of employment for Management Board Members are: employment contract or other type of contract (e.g. contract for the provision of management services, management contract).
  2. Management Board Members hired under an employment contract are subject to all regulations arising from the provisions of labor law, i.e. the Labor Code, other statutes and executive regulations specifying the rights and obligations of employees and employers, as well as from internal company regulations.
  3. The type of contract with a Management Board Member and the amount of compensation consisting of fixed and variable components are determined by the Supervisory Board.
  4. A Management Board member is entitled to a monthly base salary calculated on the basis of an objective and measurable indicator, corresponding to the size of the enterprise and remaining in a reasonable relation to the Company’s economic performance.
  5. Management Board Members are entitled to a variable compensation (bonus) for the achievement of objectives of special importance to the Company, as specified by the Supervisory Board. Objectives of special importance to the Company should be specified no later than by the end of February of each year and should include short- and long-term targets corresponding with the Company’s long-term strategy. Such targets are defined on an individual and company-wide basis and contain information about the indicators, weights and expected level of achievement. 
  6. Management Board Members may be granted the right to use, in accordance with the rules in force in the Company, any tools and technical equipment necessary to discharge the duties of a Management Board Member, a company car, a company payment card, a medical care package and an apartment.
  7. The Company’s Management Board Members are bound by a non-compete clause during their employment and after the termination or expiration of their contract (“extended non-compete clause”). On account of the extended non-compete clause, they are entitled to compensation as determined by the Supervisory Board. During the term of validity of the non-compete clause, Management Board Members may not conduct any business competitive to that of the Company or of any member of the PKP CARGO Group.
  8. The discharge of a function in a governing body is the main area of professional activity of a Management Board Member. It may be permitted for a Management Board Member to be additionally involved in the activities of the management or supervisory bodies of other members of the PKP CARGO Group.
  9. The amount of compensation for such additional activities and the conditions under which a function may be discharged in a corporate body of a subsidiary are defined by the competent corporate body of that subsidiary.

Supervisory Board 

  1. In accordance with the provisions of the “Compensation policy for key management personnel of PKP CARGO S.A.”, by the end of 2017, the Company applied the following rules to the hiring and compensating its Supervisory Board Members: Supervisory Board Members are not employed by the Company (this applies to the form of appointing a Supervisory Board member;  Supervisory Board members – employee representatives may be Company employees, and they suspend their employment relationship for the duration of their service on the Supervisory Board).
  2. The amounts of compensation of the Supervisory Board Members are set by the Company’s Shareholder Meeting.
  3. Compensations of the Supervisory Board Members are not related to the Company’s financial performance, options or other financial instruments or with any variable component.
  4. Compensations of the Supervisory Board Members do not constitute a significant item in the costs of the Company’s operations and do not significantly affect its financial performance.
  5. Compensations of the Supervisory Board Members should be commensurate with the entrusted scope of activities and discharged functions, e.g. work in Supervisory Board’s committees.
  6. Supervisory Board Members may be granted the right to use, in accordance with the rules in force in the Company, any tools and technical equipment necessary to discharge the duties of a Supervisory Board Member.

 Detailed information on the amounts of compensation and additional benefits in 2017 is provided in Chapter 8.7 of the Consolidated Management Board Report on the Activity of the PKP CARGO Group in the financial year 2017.