LegalPCF Group
Statement on the Application of Corporate Governance Principles in PCF Group S.A. 2021
21 Apr 202226 pages~69 min full read
A group of authorized shareholders led by Sebastian Wojciechowski maintains 70.65% of voting rights and holds the personal authority to appoint a majority of the Supervisory Board.
See it on page 15PCF Group S.A. formally opted out of 20 governance principles from the 'Best Practice for GPW Listed Companies 2021', specifically citing ESG integration, diversity policies, and internal audit structures.
See it on page 1Sebastian Wojciechowski exercised significant centralized control in 2021 by serving as the sole member of the Management Board and holding the personal right to appoint its President.
See it on page 18The company operated without a dedicated internal audit department in 2021, relying instead on financial reporting risk systems that received no negative feedback from external auditor Grant Thornton.
See it on page 8A substantial portion of Series A shares remains subject to four-year lock-up agreements established during the company's 2020 initial public offering.
See it on page 13The organization is currently transitioning toward higher transparency standards, including plans to implement real-time streaming of general meetings and more formalized internal reporting.
See it on page 9PCF Group S.A. navigated its first full year as a listed entity in 2021 by balancing the "Best Practice for GPW Listed Companies 2021" with the operational demands of a rapidly expanding AAA video game developer. While the organization committed to these governance standards, it formally opted out of twenty specific principles, primarily regarding ESG integration, formalized diversity policies, and internal audit structures. Management justifies these deviations by prioritizing professional qualifications over demographic quotas and citing the specialized nature of the gaming industry, though it maintains high workplace standards through LEED-certified facilities and informal risk management systems.
The governance framework is characterized by significant concentrated control held by a "Group of Authorized Shareholders" led by Sebastian Wojciechowski. This group retains 70.65% of voting rights and possesses personal rights to appoint a majority of the Supervisory Board, provided they maintain a 40% ownership threshold. Furthermore, Wojciechowski holds the personal right to appoint the President of the Management Board, a body he led as a single-person entity throughout 2021. While no formal restrictions on voting rights exist, a substantial portion of Series A shares remains subject to four-year lock-up agreements following the 2020 initial public offering.
Financial oversight and transparency are managed through a five-member Supervisory Board and an Audit Committee featuring independent experts in finance and gaming. Although the company lacked a dedicated internal audit department in 2021, the Management Board maintained financial reporting risk systems that received no negative feedback from external auditor Grant Thornton. The organization is currently transitioning toward higher transparency standards, with plans to implement real-time streaming of general meetings and more formalized internal reporting to align with evolving regulatory expectations for public companies in Poland.
