LegalPCF Group
Polityka Wynagrodzeń Członków Zarządu i Rady Nadzorczej
1 Apr 202210 pages~18 min full read
PCF Group S.A. caps variable performance-based bonuses for Management Board members at five times their annual fixed salary to ensure fiscal prudence.
Management Board compensation comprises fixed monthly pay, variable bonuses tied to financial and non-financial metrics like game quality and stock performance, and additional benefits.
Supervisory Board members receive only fixed monthly fees without performance-based pay or severance benefits, though they may earn additional compensation for committee participation.
Management contracts include notice periods of three to 12 months and non-compete clauses providing compensation for up to 12 months.
The policy permits the future implementation of share-based incentive programs for the Management Board, provided they receive formal shareholder approval.
The Supervisory Board must produce an annual, externally audited remuneration report, and the policy itself requires a formal General Meeting review at least every four years.
The policy allows for temporary derogations from standard remuneration rules if the Supervisory Board passes a resolution justifying the exception to protect the company's long-term financial viability.
The Remuneration Policy for PCF Group S.A., a Warsaw-based public company in the gaming industry, establishes a formal framework for compensating members of the Management Board and Supervisory Board. Adopted by the Extraordinary General Meeting, the policy aligns executive incentives with the company’s updated business strategy, long-term stability, and shareholder interests while mitigating conflicts of interest. It covers the parent company and its subsidiaries, ensuring that pay structures reflect market standards within the gaming sector and the specific responsibilities of each role.
Management Board compensation consists of fixed monthly pay, variable performance-based bonuses, and additional benefits. Variable remuneration is tied to specific financial and non-financial targets, such as net profit, stock price performance, strategic milestones, and game quality metrics. To ensure fiscal prudence, variable components are capped at five times the annual fixed salary. While the company does not currently issue stock-based incentives, the policy allows for the future implementation of share-based motivational programs subject to shareholder approval. Management contracts may include non-compete clauses with compensation for up to 12 months and notice periods generally ranging from three to 12 months.
Supervisory Board members receive fixed monthly fees determined by the General Meeting, regardless of the number of meetings held. The policy introduces the possibility of additional compensation for participation in specific board or committee meetings, such as the Audit Committee. Unlike the Management Board, Supervisory Board members do not receive variable performance-based pay or severance benefits upon dismissal.
The Supervisory Board is responsible for the annual preparation of a remuneration report, which must be audited by an external entity. The policy requires a formal review by the General Meeting at least every four years. Provisions are included for temporary derogation from these rules if necessary to protect the company's long-term financial viability or profitability, requiring a formal resolution by the Supervisory Board detailing the justification and duration of the exception.
