LegalPCF Group
Request to Place Certain Matters on the Agenda of the Extraordinary General Meeting of PCF Group S.A.
23 Oct 202422 pages~51 min full read
A shareholder representing approximately 41.7% of PCF Group S.A. capital successfully moved to amend the company's remuneration policy for Management and Supervisory Board members.
The new remuneration structure consists of fixed cash salaries and performance-linked variable bonuses, with the latter capped at five times the fixed component.
Variable pay is contingent upon audited year-end results and specific targets, including net profit, share-price performance, individual objectives, and gaming-specific quality metrics.
The updated policy explicitly excludes pension, early-retirement, and equity-based programs while providing non-monetary benefits such as medical coverage, company devices, and liability insurance.
The extraordinary general meeting held on 13 November 2024 approved the policy, granting the Supervisory Board authority to negotiate contract terms, termination clauses, and non-compete agreements.
This governance shift aims to align executive compensation with PCF Group S.A.’s updated business strategy and market-benchmarked standards.
A shareholder holding roughly 41.7 % of PCF Group S.A.’s capital formally moved to place on the agenda of the extraordinary general meeting of 13 November 2024 a resolution to adopt an amended remuneration policy for members of the Management Board and Supervisory Board. The amendment is presented as a means to align board compensation with the company’s updated business strategy, to increase transparency, and to set a clear effective date for the new framework.
The revised policy defines a two‑part structure of fixed cash salaries and performance‑linked variable bonuses, the latter capped at five times the fixed component and payable only after audited year‑end results. Variable pay is tied to a range of targets, including net profit, share‑price performance, individual objectives and quality metrics specific to the gaming business. Non‑monetary benefits such as family medical coverage, company‑provided devices and directors‑and‑officers liability insurance are granted, while pension, early‑retirement and equity‑based programmes are excluded. Compensation levels are benchmarked against market standards and calibrated to individual responsibilities and strategic goals.
The extraordinary general meeting approved the amendment, confirming the supervisory board’s authority to negotiate and approve remuneration, to set termination and non‑compete terms, and to govern contracts under appointment, employment or civil‑law agreements. The policy applies to PCF Group S.A., a Polish‑based entity operating in the video‑game sector, and is effective from the date stipulated in the resolution, superseding the previous version. The changes reflect a broader corporate‑governance effort to tie executive pay more closely to measurable financial and operational outcomes.
