Legal

Informacja na temat stanu stosowania przez spółkę zasad zawartych w Zbiorze Dobre Praktyki Spółek Notowanych na GPW 2021

4 January 20239 pages7,556 words

Summary

PCF Group S.A., operating as People Can Fly, maintains a high level of transparency and shareholder engagement while navigating the transition toward full compliance with the Best Practice for GPW Listed Companies 2021. As of early 2023, the AAA game developer adheres to the majority of governance standards regarding board independence, internal systems, and shareholder relations. The company facilitates electronic participation in general meetings and provides bilingual broadcasts to ensure accessibility for its investor base. While it recently established an internal audit function and committed to a five-year external audit cycle, certain gaps remain in formalized risk and compliance departments, which the company intends to address in future reporting cycles. The primary areas of non-compliance center on formalized ESG strategies and diversity policies. The company currently excludes environmental and social issues from its formal business strategy, arguing that its operations as a software developer have a relatively low environmental impact. Furthermore, the company has opted not to implement a structured diversity policy for its Management or Supervisory Boards, preferring to maintain flexibility in recruitment by prioritizing specialized professional qualifications over specific gender or age metrics. Despite the absence of a formal policy, the company emphasizes a commitment to gender pay equality and merit-based advancement. Regarding executive compensation and related-party transactions, the company follows established standards for transparency and oversight. Remuneration for the Supervisory Board remains independent of short-term financial results, and procedures are in place for external valuations of significant transactions. Although the company’s statutes do not currently require General Meeting approval for all related-party transactions, it maintains rigorous internal oversight through the Supervisory Board. These governance practices reflect a balance between meeting the regulatory expectations of the Warsaw Stock Exchange and maintaining the operational agility required in the competitive global gaming industry.

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PCF Group S.A. demonstrates a governance strategy that balances standard public company transparency with the specific operational realities of a high-end AAA game development studio. While the firm adheres to the majority of the 2021 Best Practices for GPW Listed Companies, it intentionally diverges from several key recommendations regarding environmental, social, and governance (ESG) integration and board composition. Specifically, the company rejects formalized gender diversity quotas, such as the recommended thirty percent threshold for management and supervisory boards, opting instead for a merit-based recruitment model. Furthermore, it does not currently publish detailed ESG performance metrics, citing the relatively low environmental impact inherent to the digital entertainment industry. Operational governance reveals a reliance on lean internal structures, which results in certain compliance gaps. The company lacks dedicated departments for internal audit and risk management, preventing the Supervisory Board from providing formalized assessments of internal controls. While the firm maintains robust investor communication and independent oversight, it does not yet offer electronic participation in general meetings or provide preliminary financial estimates. These omissions are attributed to perceived technical and legal risks, though there is a stated intent to evaluate electronic meeting capabilities in the future. Recent adjustments indicate a move toward closer alignment with regulatory expectations. The company committed to implementing live broadcasts of general meetings and has updated its internal regulations to require supervisory review of all management board resolutions. Future incentive programs are expected to incorporate both financial and non-financial objectives, ensuring that executive compensation remains tied to long-term sustainability. Overall, the governance profile reflects a transition period for the developer as it matures within the public market while maintaining its focus on technical excellence and meritocracy over rigid administrative frameworks.

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