LegalPCF Group
Oświadczenie o Stosowaniu Zasad Ładu Korporacyjnego w PCF Group S.A. w 2023 R.
1 Apr 202420 pages~63 min full read
CEO Sebastian Wojciechowski maintains significant control over PCF Group S.A., holding 41.71% of voting rights and the personal authority to appoint the President of the Management Board.
Major shareholders have secured long-term stability through extended lock-up agreements, with the CEO’s commitment lasting until 2027.
The company intentionally diverged from 14 corporate governance principles in 2023, specifically opting out of formal ESG integration and formalized diversity policies in favor of informal practices.
Strategic investor Krafton Inc. holds a 10% stake in the company, while a group of entitled shareholders retains the right to appoint a majority of the Supervisory Board as long as their collective stake exceeds 40%.
Internal financial oversight is managed directly by the CEO and CFO, supported by an internal audit function established in early 2023 and an Audit Committee that held seven meetings during the year.
Grant Thornton Polska served as the independent auditor for 2023, and the company operated without dedicated Compliance or Risk Management Directors throughout the fiscal year.
PCF Group S.A. maintained a specialized corporate governance framework throughout 2023, balancing the "Best Practice for GPW Listed Companies 2021" with the operational demands of the AAA video game industry. While the company adheres to the majority of these standards, it intentionally diverged from fourteen specific principles, most notably regarding the formal integration of ESG factors into business strategy and the adoption of a formalized diversity policy. Management justifies these omissions by prioritizing flexibility in specialist recruitment and maintaining informal practices for environmental protection and workplace equality rather than rigid administrative mandates.
The organizational structure is characterized by a high degree of centralization and significant influence from founding shareholders. Sebastian Wojciechowski, holding 41.71% of the voting rights, retains the personal right to appoint the President of the Management Board, a position he currently occupies as the sole board member. Furthermore, a group of entitled shareholders maintains the right to appoint a majority of the Supervisory Board, provided their collective stake remains above 40%. To ensure stability, major shareholders extended lock-up agreements, with the CEO’s commitment reaching into 2027, while Krafton Inc. emerged as a significant strategic investor with a 10% stake.
Financial oversight and risk management are integrated directly into the roles of the CEO and CFO, supported by an internal audit function established in early 2023. The Audit Committee, composed of members with specific financial expertise, oversaw seven meetings and nine resolutions during the year, focusing on audit planning and the selection of Grant Thornton Polska as the independent auditor. Despite the absence of dedicated Compliance or Risk Management Directors, the external auditor raised no objections to the effectiveness of the internal control systems or financial reporting processes during the 2023 fiscal year.
