Management Board Report on the activity of the JSW S.A. for 2012
5. Representation on the application of Corporate Governance principles
Pursuant to § 91 section 5 sub-section 4) of the Finance Minister’s Regulation of 19 February 2009 in the matter of current and periodic information provided by issuers of securities and conditions for considering the information required by laws of a non-member state as equivalent to EU regulations (“Regulation”) and § 29 sec. 5 of the Stock Exchange Regulations and Resolution 1013/2007 adopted by the Management Board of WSE on 11 December 2007, the Management Board of JSW S.A. (“Issuer”, “Company”) hereby presents its Representation on the Application of Corporate Governance Rules in 2012.
1.1. Organization of the Company 1.2. Changes in basic management principles in the Company and its Capital Group 1.3. Organizational or capital ties 1.4.1. The Company’s capital and ownership structure 1.4.2. Prices of JSW S.A. shares in the capital market 1.4.3. Reduction of share capital 1.4.4. Dividends 1.4.5. The number and nominal value of the Company’s shares and shares in the Company’s related parties held by... 1.4.6. Agreements pertaining to potential changes in the shareholding structure 1.4.7. Information on employee share plan control system 1.4.8. Purchase of treasury stock 1.5. Level of remuneration for persons discharging executive and supervisory functions in JSW S.A. 1.6. Agreements concluded with managers providing for compensation in the event of their resignation or dismissal... 1.7. Principles of preparation of the annual financial statements the Management Board’s activity report 2.1. Description of the industry and competition 2.2. Key products, goods and services 2.3. Sales markets 2.4. Material contracts 2.5.1. Capital expenditures in 2012 2.5.2. Capital investments in 2012 3. Financial and property standing of Jastrzębska Spółka Węglowa S.A 3.1. Discussion of economic and financial figures 3.1.1. Assets 3.1.2. Financing of assets 3.1.3. Description of the structure of assets and liabilities from the standpoint of JSW S.A.’s liquidity 3.1.4. Material off-balance sheet items 3.1.5. Statement of comprehensive income 3.2. Information about the Company’s current and expected financial standing 3.2.1. Financial resources management 3.2.2. Debt and the Company’s financing structure 3.2.3. Liquidity 3.2.4. Profitability 3.2.5. Inventories 3.2.6. Mining cash cost 3.3. Proceeds from securities issues 3.4. Evaluation of factors and unusual events affecting the result 3.5. Transactions with related entities 3.6. Information on executed and terminated loan agreements 3.7. Information on granted loans and sureties and received sureties and guarantees 3.8. Differences between the financial results captured in the annual report and the previously published forecasts... 3.9. Financial instruments 4.1. Risk factors and threats 4.1.1. Factors related to the Company’s business and market environment 4.1.2. Risk factors associated with the legal environment 4.2. Material factors relating to the Company’s development 4.2.1. Description of events significant for the Company’s development 4.3. More important achievements in research and development 4.4. Issues related to the natural environment 4.5. Headcount and compensation 4.6. Relations with trade unions 4.7. Information about the audit firm auditing the financial statements 4.8. Disputes – material court, administrative and arbitration proceedings 4.8.1. Court Proceedings 4.8.2. Administrative proceedings 4.8.3. Arbitration proceedings 4.9. Other events materially affecting the Company’s operations 5. Representation on the application of Corporate Governance principles 5.1. Identification of the set of corporate governance rules being applied 5.2. Identification of corporate governance rules not applied 5.3. Description of the primary attributes of the internal control and risk management systems in reference to... 5.4. Shareholders holding significant blocks of shares 5.5. Holders of securities giving special rights of control 5.6. Restrictions regarding the exercise of voting rights 5.7. Restrictions on the transfer of ownership title to securities 5.8. Principles of appointment and dismissal of management and supervisory team and their powers 5.9. Description of the rules for amending the Company’s Articles of Association 5.10. Manner of operation of the Shareholder Meeting, its basic powers and a description of shareholder’s rights... 5.11. Composition of management and supervisory bodies, changes in composition and description of operation of the... 5.12. Information policy and communication with the capital market
