LegalPCF Group
Uchwała Nr 17/2024 Rady Nadzorczej Spółki PCF Group S.A.
21 Oct 202413 pages~20 min full read
PCF Group S.A. will hold an extraordinary General Meeting on 13 November 2024 to approve a new remuneration policy for its Management and Supervisory Boards.
The revised policy aligns executive compensation with the company's updated business strategy and introduces specific payments for participation in board and committee meetings.
The policy establishes a framework for future equity-based incentive programs and clarifies the structure of both fixed and variable remuneration components.
The Supervisory Board is mandated to oversee implementation, conduct a comprehensive policy review at least every four years, and present an annual, audited remuneration report.
The policy includes a safeguard mechanism allowing the Supervisory Board to temporarily suspend remuneration rules if adherence threatens the company's long-term financial stability.
The proposal, adopted by the Board of Supervisors on 21 October 2024, is benchmarked against gaming industry standards and complies with the Polish Commercial Companies Code and Public Offering Act.
The Board of Supervisors of PCF Group S.A. has formally recommended that the General Meeting approve an amended remuneration policy governing compensation for members of the Management Board and the Supervisory Board. The amendment aligns the policy with the company’s updated business strategy, clarifies the basis for variable and fixed remuneration, introduces additional payments for participation in board and committee meetings, and specifies the timing of the policy’s entry into force and the termination of the previous version. It also enhances transparency through editorial revisions and sets out detailed definitions of terms, legal bases, and the scope of applicable compensation components, including potential future equity‑based incentive programs.
The revised policy applies to all PCF Group entities, with the dominant group company in Warsaw as the reference point, and covers compensation for the current fiscal year and subsequent periods. It is grounded in Polish corporate law, particularly the Commercial Companies Code and the Public Offering Act, and incorporates market benchmarks from the gaming industry. The Board’s recommendation was adopted by a majority vote of its members on 21 October 2024, and the resolution instructs a shareholder holding at least 5 % of capital to place the matter on the agenda of the extraordinary General Meeting scheduled for 13 November 2024.
Implementation will be overseen by the Supervisory Board, which must present an annual remuneration report, subject to audit, and ensure a comprehensive policy review at least every four years, with the possibility of more frequent revisions. The policy also provides mechanisms for temporary suspension in cases where adherence could jeopardize the company’s long‑term financial stability, requiring a formal Supervisory Board resolution.
