LegalPCF Group
Projekty Uchwał na Nadzwyczajne Walne Zgromadzenie
13 Nov 202431 pages~54 min full read
PCF Group S.A. is holding an Extraordinary General Meeting in November 2024 to formalize governance changes, including the expansion of its statutory business activities to include management consultancy.
Major shareholder Sebastian Wojciechowski retains the personal right to appoint the Board President as long as he maintains a 25% voting stake in the company.
The company’s management remuneration policy now caps variable performance-based pay at five times the annual fixed salary, with metrics tied to net profit, share price, and game quality.
Governance structure mandates that the Supervisory Board must include at least two independent members and a dedicated audit committee to comply with public interest entity regulations.
The company maintains a share capital of 718,805.42 PLN and has established a conditional capital increase specifically to support future stock option programs.
Control of the company remains centralized under a Group of Authorized Shareholders who hold the power to appoint the Board Chairman and a majority of the Supervisory Board members.
PCF Group S.A. has initiated a strategic update to its corporate governance and operational framework, centered on an Extraordinary General Meeting scheduled for November 2024. A primary objective of these changes is the expansion of the company’s statutory business activities to include management consultancy, a move designed to streamline advisory services within the capital group. This operational shift is accompanied by the formalization of leadership roles, including the confirmation of Lidia Banach-Hoheker to the Supervisory Board and the maintenance of specific personal rights for major shareholder Sebastian Wojciechowski, who retains the authority to appoint the Board President provided he holds a 25% voting stake.
The governance structure is further defined by a share capital of 718,805.42 PLN and a conditional capital increase intended for future stock options. Control remains concentrated through a Group of Authorized Shareholders who hold the right to appoint the Board Chairman and a majority of the Supervisory Board. To ensure compliance with public interest entity regulations, the board must include at least two independent members and a dedicated audit committee. These structural provisions are reinforced by a revised remuneration policy that aligns executive compensation with the company’s long-term financial health and the competitive standards of the global gaming industry.
The updated remuneration framework introduces a performance-linked model for the Management Board, capping variable pay at five times the annual fixed salary. Performance is measured against specific financial and qualitative benchmarks, including net profit, share price performance, and game quality metrics. For the Supervisory Board, the policy now includes additional compensation for committee participation. While the current structure focuses on fixed pay and non-monetary benefits like liability insurance and medical packages, it establishes a foundation for future share-based incentive programs. These comprehensive updates aim to balance internal stability with the flexibility required to navigate the evolving capital and gaming markets.
