REMUNERATION OF EXCHANGE MANAGEMENT BOARD MEMBERS
Pursuant to the Articles of Association, the power to determine the terms of the employment contracts and the amount of remuneration of the President and the other members of the Exchange Management Board has been vested with the Exchange Supervisory Board. However, the terms of the employment contracts and the amount of remuneration of the other members of the Exchange Management Board are determined upon the request of the President of the Exchange Management Board.
The remuneration system for the members of the Exchange Management Board is defined in the employment contracts (as amended). It consists of a fixed part (basic pay) and a variable part (incentive system, i.e., bonus) as well as additional benefits. The bonus depends on the degree of performance of a number of business targets (concerning the development of the capital market) and financial targets. The maximum amount of bonus available within the year is also defined. As part of the maximum bonus, the Exchange Supervisory Board may grant a discretionary bonus to Exchange Management Board members, which is not directly linked to the business and financial indicators. It is awarded on the basis of an assessment of performance of individual annual tasks. The Company has no incentive or bonus programs bas n u ’ l ( u g m b on bonds with pre-emptive rights, convertible bonds, subscription warrants, or stock options).
Remuneration and other benefits of the members of the Exchange Management Board, including remuneration from positions in subsidiaries in 2013 in PLN thousand
GPW
Remuneration and other benefits of the members of the Exchange Management Board, including remuneration from positions in subsidiaries in 2012 in PLN thousand
WSE
Subsidiaries Total Fixed part
Variable part (bonus)
Bonus –
non-current liability Other benefits
Ludwik Sobolewski 948 74 0 280 138 1 440
Lidia Adamska 660 145 20 198 33 1 056
Beata Jarosz 636 231 27 196 74 1 164
Adam Maciejewski 684 288 24 213 46 1 255
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Source: WSE
TERMS OF EMPLOYMENT CONTRACTS WITH MEMBERS OF THE EXCHANGE MANAGEMENT BOARD Employment contracts with the Exchange Management Board are signed for a fixed term, i.e., until the end of the term of office, due to the term of office of the Management Board of the Company determined in the Articles of Association. The term of office expires in June 2014.
The Company executed employment contracts with the following members of the Exchange Management Board:
Employment contracts with members of the Exchange Management Board As at 31 December 2013
Contract term
from Contract duration Position held
Adam Maciejewski 14 July 2006 fixed term – until the end of term of office President Beata Jarosz 14 July 2006 fixed term – until the end of term of office Vice-President n k 10 April 2013 fixed term – until the end of term of office Vice-President M ń k 10 April 2013 fixed term – until the end of term of office Member D u Ku k k 20 September 2013 fixed term – until the end of term of office Member
_____________
Source: WSE
T Ex ng M n g m n B m mb ’ m l m n n n b m n b C m n n Ex ng M n g m n B m mb m n ’ n b g m n f , x f the President of the Exchange Management Board te m n m l m n g m n , k ’ n will apply. Following the decision of the General Meeting on 17 January 2013 dismissing Ludwik Sobolewski from the Exchange Management Board, the Company terminated his employment contract with a three m n ’ notice, effective as of 30 April 2013.
At its meeting on 22 February 2013, the Exchange Supervisory Board accepted the resignation of Lidia Adamska from her function as Exchange Management Board Member. The employment contract of Lidia Adamska was terminated as of 31 March 2013.
All the Exchange Management Board members since 2006 have signed a non-competition agreement with the Company which provides that during 12 months from termination of their employment contracts with the Company, the Exchange Management Board members will not perform any activity competitive towards the Company. During the non-competition period after termination of the employment relationship, the members of the Exchange Management Board will have the right to a compensation equal to 100% of their basic gross
remuneration received during 12 months preceding the termination of the employment relationship paid in 12 equal monthly instalments.
Therefore, the Company:
paid compensation of PLN 116,744.44 to Ludwik Sobolewski. The non-competition agreement was terminated by agreement of the parties as of 30 June 2013;
paid compensation of PLN 55,000 to Lidia Adamska. The non-competition agreement is effective until 31 March 2014.
REMUNERATION OF EXCHANGE SUPERVISORY BOARD MEMBERS
According to the Articles of Association, the Exchange Supervisory Board Members receive remuneration in the m un b n l M ng. u u n l R lu n f C m n ’ O n n l M ng of 27 June 2011, the amount of monthly remuneration of the Exchange Supervisory Board members has been set at the average monthly remuneration in the enterprise sector, net of profit bonuses for the fourth quarter of the previous year, as announced by the President of the Central Statistical Office (GUS).
Remuneration of the Supervisory Board members in PLN thousand
For the year ended 31 December
2013 2012
L k 47 45
Marek Wierzbowski 47 45
Sebastian Skuza 22 45
n k 37 164 45
Jacek Lewandowski 47 45
J k J 0 23
m K u 47 45
M k m k 47 23
R u k 25 0
Dariusz Kacprzyk 25 0
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Source: WSE
Exchange Supervisory Board members have no supervisory or management functions in WSE subsidiaries.
3.11 WSE employees
Headcount of WSE
As at 31 December
2013 2012
Number of WSE employees 205 211
_____________
Source: WSE
37 Delegated to perform the function of Exchange Management Board Member in the period from 10 January 2013 to 9 April 2013. In the period of the delegation, he received monthly remuneration in the amount of the average base pay of the Members of the Exchange Management Board.
The recruitment policy of Warsaw Stock Exchange is geared towards recruitment of top class specialists in all f C m n ’ v . In n l u m n v n n f n 2013. In u m n f strategic positions, the Exchange co-operates with professional human resources consultancies which provide a complete professional and psychological profile of the candidate. Effective employee recruitment is also u b E b n “ k E.”
In 2013, the human resources policy focused on effective management of HR, payroll, social and bonus processes to match them with business needs and to support the implementation of the Exchange strategy. An Employee Engagement Survey was carried out in the WSE Group in partnership with AonHewitt. The employees had the opportunity to provide feedback on the climate, efficiency and satisfaction with work. The results are used to develop plans of improvement of the conditions and efficiency of work.
T n ng l n m n l n f m l ’ f n l v l m n . F u , training was offered in 2013 to improve specific professional qualifications and language skills; MA, post-graduate and PhD courses were also subsidized. In order to improve their professional competences, WSE employees also participated in conferences, congresses and seminars about the markets.
Warsaw Stock Exchange offers the employees an incentive program consisting of a fixed part (base pay) and a variable part (annual bonus) as well as a discretionary bonus. The variable part of the incentive system – the annual bonus – b n m l ’ n v u l l n ul f E (un l 2012, Ex ng ’ n f ; n 2013, ng f ). T m m f n 2013; ul , n b nu scheme was implemented as of 1 January 2014, replacing the existing system.
The new bonus system is tied to the objectives of the Management Board and the strategic directions of the Exchange. It divides job positions into bonus categories to which diversified bonus rules apply. A single set of bonus criteria and a single proportion of criteria based on ratios, performance and quantitative criteria applies within each bonus category.
The new bonus system was designed according to the following assumptions:
linkage to the strategic goals – the system should be tied to the objectives of the Management Board and integrate employees around the strategic directions of the Exchange;
dependence on the performance of targets – the system will award for the (percentage) performance of the targets;
wherever possible, the bonus depends on measurable work results; where these cannot be quantified, the bonus depends on targets closely correlated with the profile of work.
The Exchange also provides the employees with fringe benefits including: health care, reimbursement of commuting costs, a canteen system, loans including housing and medical loans, as well as payments from the Company Social Benefits Fund
WSE headcount by gender
As at 31 December
2013 2012
Total 205 211
Women 97 98
Men 108 113
_____________
Source: WSE
WSE headcount by education
As at 31 December
2013 2012
Total 205 211
Vocational 1 1
Secondary 29 33
Tertiary 175 177
_____________
Source: WSE
TRAINEESHIPS AND INTERNSHIPS
Warsaw Stock Exchange puts a strong emphasis on capital market education and learning of young people.
For many years, the Exchange has offered traineeships to university students. The student major in different disciplines including Economics, Finance, and Marketing. Furthermore, WSE runs a program addressed to the nn f C l M k L A m g n b L A. g 2065 F un n n partnership with WSE.