Compliance is to be understood as conformity with:
- legal, regulatory and technical requirements binding on the Company as a business entity;
- ethical standards based on codes of best practice, commitments and other forms of self-limitation adopted by the Company,
jointly referred to as ‘compliance standards’.
The separation of a compliance function is typical for developed organisations conducting their business in a complex legal environment. As far as compliance is concerned, it is necessary to remember of the risk of non-compliance, i.e. the risk of infringement of compliance standards and its negative consequences.
Violation of applicable laws may have adverse effects on many areas:
- the financial area, in the form of fines, damages, compensations and other liabilities that may arise for the Company;
- the Company’s public image, the loss of which can be reflected in financial losses (e.g. in the case of environmental pollution);
- the Company’s operations;
- the Company’s value to stakeholders and shareholders (onerous sanctions imposed by the regulator or certain abusive practices may lead to a fall of the share price).
The formal basis for introduction of the compliance function at the Company is its compliance programme. From among the various available solutions, the Company has adopted the one assuming that:
- Compliance is an special element of PGNiG’s risk management, which is clearly demonstrated by implementation of the compliance function as part of the non-compliance risk management system;
- The Management Board appoints a Compliance Officer, responsible for coordination and information;
- taking into consideration the wide scope of the Company’s activities, each area at risk of non-compliance was assigned a non-compliance risk area manager (leader);
- ultimately, responsibility for non-compliance risk management and performance of duties arising from the compliance programme lies with the risk owner (acting with the relevant non-compliance risk area manager, as applicable).
The compliance programme provides for certain regular obligations, such as periodic reporting on compliance standards, non-compliance risks (with their assessment as to materiality and probability of occurrence) and risk response (risk management method and cost of response). Every employee, partner or stakeholder can report suspected misconduct or abuse through the ‘compliance line’ established under the programme.
The Company has in place an antitrust and regulatory procedure, which every employee is obliged to follow. A violation of antitrust law may result in serious consequences for the Company and in some cases may involve liability on the part of persons managing the Company (particularly in the case of entering into cartel agreements or other antitrust agreements, failure to perform the antitrust authority’s decisions, or absence of an obligatory notice of intended concentration, i.e. merger or acquisition).
Regulation on Energy Market Integrity and Transparency (REMIT) entered into force on December 28th, 2011. The regulation is binding in its entirety and directly applicable in all Member States, i.e. it does not require implementation into a Member State’s legislation, and applies not only to Member States, but to all entities concerned. REMIT provides for an obligation of public disclosure of inside information. Additional requirements coming into force upon adoption by the European Commission of the so-called implementing acts include an obligation to register as a market participant in a register maintained by the national regulatory authority, an obligation to disclose information on transactions and orders to trade (transaction reporting) as well as disclosure of fundamental data.
As a share issuer listed on the stock exchange, PGNiG is obliged to comply with the disclosure obligations under Polish laws: the Commercial Companies Code, the Public Offering Act, the Act on Trading in Financial Instruments, the Accountancy Act and the Regulation on current and periodic information, as well as EU laws: the Market Abuse Regulation and the Transparency Directive. The Company and the PGNiG Group have adopted a procedure for complying with the disclosure obligations of a public company, which every employee is required to follow.