Integrated Report 2024

Governance

ESRS topic Material impact description Impact type Time horizon Place within value chain
Business conduct Failure to verify suppliers with regard to child labour Potentially negative Ongoing Higher level
Failure to verify suppliers with regard to providing proper work conditions Potentially negative Ongoing Higher level
Failure to verify suppliers with regard to forced labour Potentially negative Ongoing Higher level
Impact on law compliance, including human rights, through appropriate procedures for responding to violations and irregularities, including by providing various reporting channels Actually positive Short-term The whole value chain
Training employees in preventing corruption, legal liability and documents binding at the Capital Group Potentially positive Short-term The whole value chain

Corporate governance

Management Board of Grupa Kęty S.A.

Dariusz Mańko

President of the Management Board & Chief Executive Officer

Dariusz Mańko is a graduate of the University of Agriculture in Poznań and a post-graduate course in Company Finance Management at the University of Economics in Katowice. He also took part in a number of domestic and foreign courses in management and marketing. In the years 1993–1996 he worked for SAPA POLAND, a company owned by the Swedish SAPA concern, first as a Sales Representative and later as Sales and Marketing Manager. His career at Grupa Kęty S.A. started in 1996. In the years 1996–1999 he was Manager of Grupa Kęty S.A. Stamping Plant (former ZML Kęty). From 1999 to 2005 he held the position of the President of the Management Board and CEO of Aluprof S.A. In the years 2000–2005 he was also Member of Grupa Kęty S.A. Management Board. He was elected President of the Management Board on 3 August 2005.

Mr Mańko is a co-father of key investment programmes for the years 2004–2025, of the total value of PLN

4.3 billion, which brought Grupa Kęty S.A. not only fast engineering development, but also permanent competitive advantage, contributing to achieving record results in 2022. He has also been a co-creator of the Company’s and Capital Group’s development strategy thanks to which the image of Grupa Kęty S.A. as one of the fastest developing production companies in the aluminium sector has been built. His competence in management has been recognised in the most prestigious rankings (in 2024 he received the statue of the Bull and Bear from the editors of the Parkiet magazine in the category of the ‘CEO of the Year’, and in the ranking of the ‘Polish Stock Exchange TOP30 CEOs Valuation’ he was ranked 11th.

Roman Przybylski

Vice President of the Management Board, Investments and Development Director

Mr Roman Przybylski graduated from the Krakow University of Economics, Faculty of International Management. He also completed executive education programmes organised by Cambridge Judge Business School and Stanford University Graduate School of Business. In 2003 he joined the Nowy Styl Capital Group. In the years 2006-2009 he was Member of the Management Board of Baltic Wood S.A., Nowy Styl Strategy and Business Development Director, with duties that included building foreign sales structures, as well as Managing Director of the Nowy Styl brand in charge of the whole commercial area. In 2009, he became Member of the Management Board of Nowy Styl, responsible for all sales, marketing and product management functions. Moreover, he was co-responsible for acquisition processes, and further for restructuring and integration of the foreign companies taken over by the Capital Group (in Germany, Switzerland, the Netherlands, and France). In March 2023 he became Vice President of the Management Board of Nowy Styl International. Since 1 January 2024 he has been Vice President of the Management Board, Director for Investments and Development of Grupa Kęty S.A. On 5 December 2024 he was appointed President of the Management Board of the 12th term with effect on the day next following the expiry of the term of office of the Members of the Management Board of the current term, i.e. post the Annual General Meeting of the Company which is to approve the financial statements of the Company for the year 2024.

Rafał Warpechowski

Member of the Management Board, Financial Director

Mr Rafał Warpechowski is a graduate of the Warsaw University of Technology, Faculty of Civil Engineering. In 1996, he obtained a Master of Business Administration degree. In 2011 he completed the qualification process of ACCA (the Association of Chartered Certified Accountants). Mr Warpechowski has been gaining his professional experience in finance, planning, reporting, management information systems and investor relations for many years at international capital groups listed on the Warsaw Stock Exchange. He has been Member of the Management Board and Financial Director of Grupa Kęty S.A. since 1 October 2019. In the years 2008–2018 Mr Warpechowski was Executive Director for Planning and Reporting at Grupa ORLEN, in the years 2003–2008 he was responsible for the area of accounting at Telekomunikacja Polska (present Orange Polska), in the years 1998–2003 he was Financial Director for Planning and Development at Grupa Impexmetal, and in 1996–1998 he worked at PriceWaterhouse consultants. He held functions in the governing bodies of a number of companies of the aforesaid capital groups, including President of the Management Board of ORLEN Corporate Services Centre, Member of the Management Board of UNIPETROL Services, Deputy Chairman of the Supervisory Board of ORLEN Paliwa, Member of the Supervisory Boards of UNIPETROL and TP Emitel. He has also been sitting at Supervisory Boards of the companies of Grupa Kęty Capital Group, namely Aluprof S.A., Alupol Packaging S.A., Selt Sp. z o.o., Aluform Sp. z o.o.

Piotr Wysocki

Member of the Management Board & Deputy Chief Executive Officer

Mr Piotr Wysocki has a master’s degree in engineering. He graduated from the University of Agriculture and Technology in Olsztyn, Faculty of Civil Engineering. He also took a post-graduate course at the University of Economics in Katowice. Before joining Grupa Kęty S.A., in the years 1996–2000, he worked at Hydro Aluminium Chrzanów Sp. z o.o., a subsidiary of the Hydro Aluminium international concern. He joined Grupa Kęty S.A. in 2000, starting his career as Sales Director. Then, in the years 2002–2008, he held the position of Director of the Extruded Products Segment of Grupa Kęty S.A. Since 2008 he has been acting as Deputy CEO of Grupa Kęty S.A. Along with that function, he has been acting as President of the Management Board of the subsidiary Aluform Sp. z o.o. He has been Member of the Management Board of Grupa Kęty S.A. since 1 January 2018.

Mr Wysocki is a co-father and facilitator of key investment projects at the Extruded Products Segment where production capacity has grown to 125,000 tons a year. As a Deputy CEO of Grupa Kęty S.A. he has been one of the initiators of establishing the Polish Aluminium Association to represent the interests of the largest aluminium companies and associate dozens of partners from the Polish aluminium sector business environment.

Tomasz Grela

Member of the Management Board

Mr Tomasz Grela is a graduate of the Silesian University of Technology in Gliwice, Faculty of Civil Engineering, with major in Technology and Management in the Construction Business. He also took a post-graduate course in Business Management at the University of Economics in Katowice. Prior to joining the Capital Group of Grupa Kęty S.A. he worked as a Sales Director and Logistics Director at Farmacol S.A. and was Marketing Team Manager at DOMBUD S.A.

He started his career at the Grupa Kęty S.A. Capital Group in 2002. In 2002–2006 he was Director for Operations and Member of the Management Board of Metalplast Bielsko S.A. In 2004–2008 he acted as President of the Management Board of Metalplast Stolarka Sp. z o.o. He has been President of the Management Board and CEO of Aluprof S.A. since 2008. On 1 January 2018 he was elected Member of the Management Board of Grupa Kęty S.A.

Mr Grela has been in charge of many key projects at Aluprof S.A., including construction of an independent Research and Innovation Centre with the largest in Central and Eastern Europe chamber for testing the physical properties of curtain walls, and construction of fire-rated glass production plant under the brand of Glassprof Sp. z o.o. Under his rule Aluprof S.A. has been awarded the ‘Market Leader in Joinery’ title 15 times year over year, and also many times the title of ‘Golden Building Brand’. His competences in management have been honoured in prestigious rankings (‘Creator of the Construction Business’ and ‘Personality of the Sector’ in the Poland-wide competition held by the Builder magazine for the construction, architecture and business sectors).

The Management Board consists of two to five Members, including the President of the Management Board. The President of the Management Board and other Members of the Board are appointed and recalled by the Supervisory Board. The term of office of the Management Board Members is three years. The Management Board Members are appointed for a joint term of office. If the membership of the Management Board no longer complies with the requirements of the Articles, the Supervisory Board shall immediately pass a resolution on changing the membership of the Management Board.

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Integrated Report (PDF)

Supervisory Board

  • Mr Przemysław Rasz – Chairman of the Supervisory Board (independent member)
  • Mr Piotr Stępniak – Deputy Chairman of the Supervisory Board (independent member)
  • Mr Wojciech Golak – Member of the Supervisory Board (independent member)
  • Mr Piotr Kaczmarek – Member of the Supervisory Board (independent member)
  • Mr Marek Mikuć – Member of the Supervisory Board (independent member)
  • Mr Grzegorz Piwowar – Member of the Supervisory Board (independent member)
  • Mr Piotr Stępniak – Chairman of the Supervisory Board
  • Mr Piotr Kaczmarek – Deputy Chairman of the Supervisory Board
  • Mr Wojciech Golak – Member of the Supervisory Board
  • Mr Paweł Niedziółka – Member of the Supervisory Board
  • Mr Przemysław Rasz – Member of the Supervisory Board
  • Ms Anna Włoszek – Member of the Supervisory Board

Sustainable development management at the Capital Group of Grupa Kęty S.A. is overseen by the Management Board, of whom the person directly accountable is the President of the Management Board.

The structures subordinated to the President of the Management Board comprise the CSR Department with the CSR Director. The CSR Director coordinates and develops processes in the area of the organisation’s impact on the society and the environment, as well ethics, and is also responsible for preparing policies in these areas. The main objective of the CSR Department is to set out the direction of activities focused on sustainable development of the Capital Group companies, raise awareness of corporate social responsibility and ESG among employees, and take actions outside the Capital Group. The responsibility of the CSR Director include but are not limited to:

  • aligning the organisation with market trends and requirements in the ESG area;
  • initiating and coordinating activities in sustainability-related areas;
  • coordination of the work of the Steering Committee for Sustainable Development and Corporate Social Responsibility (the ‘Committee’).

The membership, role and tasks of the Committee are defined in the Corporate Social Responsibility Procedure. The Committee members are: the Management Board of Grupa Kęty S.A., CEOs of the operating segments; CEO of CR Dekret, Business Ethics Ombudsman, and CSR Director.

The CSR Director, together with the Managers of the Central Area who are responsible for ESG-related matters (including: Director for Quality and Environmental Protection, HR Director, IR Director, Compliance and Risk Management Director, Management Board Bureau Director) elaborate the strategic projects and policies in sustainability areas for the Committee meetings, which are further submitted to the Management Board for opinion and approval.

Strategic topics are implemented into policies and procedures. The policies are signed-off by all Members of the Company Management Board, and post the approval by the President of the Management Board they are published on the in-house OrangeBook Platform, i.e. a system for managing strategic processes. OrangeBook is a collection of procedures, policies, instructions, recommendations, and orders, representing the most important guidelines and assumptions for the strategic and operational management of the Capital Group. A detailed list of the binding policies and procedures is provided in Section G1 – Reports, and the process is further described in Section 3.3.2 Organisation and management of the Company and the Capital Group of the Report of the Management Board of Grupa Kęty S.A. on the operations of the Company and the Capital Group in 2024. The policies governing the Company approach to ESG areas include but are not limited to: the Code of Ethics, the Climate Policy, the Respect for Human Rights Policy, the Code of Conduct for the Suppliers of the Grupa Kęty S.A. Capital Group, and the Occupational Health and Safety Policy. They are treated as foundations for the supervision of due diligence processes.

General Meeting and rights of the shareholders

The methods of Grupa Kęty S.A. General Meeting operation and the basic rights of the General Meeting are regulated by the Company Articles of Association and the General Meeting By-law. The documents are available on the Company’s corporate website at: https://grupakety.com/relacje-inwestorskie/lad- korporacyjny/dokumenty-spolki/.

 

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Integrated Report (PDF)

Major shareholders

As at 31 December 2024, there were the total of 9,735,146 shares of Grupa Kęty S.A. issued, of the nominal value of PLN 2.50 each.

All shares of Grupa Kęty S.A. are ordinary bearer shares, to which equal rights and duties are assigned. The Company Articles of Association do not limit the rights of shareholders with regard to exercising the right of vote or disposing of the shares. One share entitles to one vote in the General Meeting of the Company.

A list of the Company shareholders with over 5% share in the Company equity and in the total number of votes at the AGM as at the end of 2023 and 2024, respectively, is presented in the table below.

Number of shares as at 31 December 2023 Percentage of share capital and total number of votes Number of shares as at 31 December 2024 Percentage of share capital and total number of votes
Nationale – Nederlanden OFE 1,504,853 15.59% 1,508,352 15.49%
Allianz Polska OFE 1,626,277 16.85% 1,464,264 15.04%
OFE PZU ZŁOTA JESIEŃ 860,515 8.92% 862,772 8.86%
Generali OFE 784,074 8.12% 786,131 8.08%
Vienna OFE 627,891 6.51% 575,887 5.92%
Other 4,246,542 44.00% 4,537,740 46.61%
Total 9,650,152 100% 9,735,146 100.00%

Organisation and management of the Company and the Capital Group

The internal organisation of Grupa Kęty S.A. results from the organisational regulations, which define, among other things, the manner of managing the Company affairs as well as performing tasks and competencies at the particular management levels, with the use of internal legal acts indicated in the regulations, e.g. resolutions of the governing bodies of the Company, regulations, internal orders, instructions, procedures and policies. All internal documents related to the operations of the Company may be found on the OrangeBook platform. The particular areas of operation of the Company and the Capital Group are managed by Members of the Management Board, working under the leadership of the President of the Management Board and appointed by the Supervisory Board. The Management Board are assisted in their activities by the Management Board Bureau, whereas the detailed principles of operation are determined in the adopted Management Board By-law.

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Integrated Report (PDF)

On 5 December 2024, the Supervisory Board of the Company received information that President of the Company Management Board Dariusz Mańko does not intend to run for another term at the Management Board. Therefore, on 5 December 2024, the Supervisory Board passed a resolution on appointing the current Vice President of the Management Board, Mr Roman Przybylski, President of the Management Board. The resolution comes into force in 2025, on the day next following the expiry of the term of the Management Board Members of the current term, i.e. post the Annual General Meeting of the Company which is to approve the financial statements of the Company for the year 2024.

Risk management

Risk management within the Capital Group is implemented based on the adopted policy, which makes it an integral part of all processes and a major element affecting the decisions made. The basic objective of the policy is to implement mechanisms that will enable the earliest possible risk identification, limitation of its probability as well as the potential consequences representing a threat to the goals of the Capital Group.

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Integrated Report (PDF)

The risk management process leads to:

  • providing complementary expert knowledge in monitoring and prevention of the negative consequences of risk realisation;
  • continuous improvement of the risk management process at the Capital Group;
  • provision of relevant information to the Management Board and Supervisory Board of Grupa Kęty S.A. on the threats within the organisation and in its environment.

Risk management is implemented at the level of the Capital Group, the operating segments, and the particular companies. The process covers for example:

  • determination of the maximum acceptable risk level;
  • identification of risk areas and assessment of their influence on business decisions;
  • creation, maintenance, and improvement of the processes of risk identification, assessment and monitoring;
  • inclusion of risk management in business processes, as well as decision-making processes;
  • determination of management priorities and effective use of resources;
  • implementation of processes ensuring business continuity in case of extraordinary situations;
  • creation of risk management framework within the performed projects;
  • assessment of risk related to regulatory environment, and supporting the compliance function in ensuring operations compliant with the binding legal regulations;
  • identification and ensuring control over financial risk areas;
  • implementation of control mechanisms (blockers), which limit the probability and consequences of risk occurrence.
  • strategic risks are risks of the highest rating which threaten the strategic objectives of the Group;
  • operating risks are other risks considered to be important, which do not fulfil the definition of a strategic risk;
  • financial risks (market risks) are risks resulting from market factors which are independent of the organisation, such as foreign exchange rates, prices of materials, interest rates, value of taxes, fees, and customs duties;
  • project risks are risks related to project performance, for example delays, failures or limited advantages compared to assumptions;
  • reputation risks are risks related to the negative assessment by stakeholders; they do not have a direct financial impact on the assumed goals, but may generate such impact indirectly;
  • ESG (Environmental, Social and Governance) risks are ones which an organisation may encounter in relation to environmental, social and governance issues.

No. Name Area Risk rating Comment
1 Risk of disturbances or breaks in IT infrastructure operation  IT Short-term: High
Medium-term: High
Long-term: High		 The risk of IT systems failure which may result in downtimes or inability to perform tasks by the business units.

The risk rating has not changed compared with the preceding year.
 2 Risk of effective cyber attacks IT Short-term: High
Medium-term: High
Long-term: High		 Rapid growth of cyber threats is related to a growing number of attacks resulting in the risk of IT systems being stopped or destroyed, which may cause downtimes or inability of business units to complete their tasks.

The risk rating grew compared with the preceding year due to the higher number of security-breaching incidents and cyber attacks on organisation after the outbreak of the armed conflict in Ukraine, as well as external development of technology and cloud solutions.
 3 Risk of incidents regarding personal data protection HR hort-term: High
Medium-term: High
Long-term: Medium		 Risk of improper personal data securing.

The risk rating grew compared with the preceding year due to the higher number of security-breaching incidents after the outbreak of the armed conflict in Ukraine.
4 Risk of IT infrastructure inadequacy for strategic goals IT Short-term: High
Medium-term: High
Long-term: High		 Risk of IT infrastructure condition being inadequate to the needs and strategy of the Group.

The risk rating has not changed compared with the preceding year.
 5 Risk related to cloud infrastructure utilisation IT Short-term: Medium
Medium-term: High
Long-term: High		 Risk related to data leakage, data loss or limited access to cloud-stored data.

The risk rating dropped compared with the preceding year due to implementation of engineering solutions (including multifactor authentication), high level of availability and security of cloud resources.
6 Risk of profitability loss Finances Short-term: Medium
Medium-term: High
Long-term: High		 The risk of profitability loss as a result of financial risks related to instability of financial and commodity markets results from the fact that the Capital Group companies carry out exports, imports, sales and purchases based on variable prices depending on FX rates (denominated transactions). The prices of base materials, including aluminium for the EPS and the ASS, and petrochemicals for the FPS, undergo changes on the world’s markets, which is translated into changes in the costs of production and finished products prices.

The risk rating dropped compared with the preceding year due to inclusion in the risk assessment of financial markets uncertainties, sales levels forecasts within short-term horizon, possibility to adjust hedging instruments to the needs of the organisation, and becoming accustomed to the armed conflict in Ukraine.
7 Risk of ineffective ownership supervision of assets General corporate Short-term: Medium
Medium-term: Medium
Long-term: Medium		 Risk of high-value assets loss (liquidation, disposal), necessity to recognise assets impairment.

The risk rating grew compared with the preceding year, due to the acquisition of SELT Sp. z o.o.
8 Risk of failure in the implementation of an IT system or possession of an unsupported system IT Short-term: Medium
Medium-term: Medium
Long-term: N/A		 Risk of failure in the implementation of an ERP class IT system or possession of a system unsupported by the developer.

The risk rating has not changed compared with the preceding year.
9 Risk of ineffective receivables management policy Finances Short-term: Medium
Medium-term: Medium
Long-term: Medium		 Risk of losing receivables of significant value, necessity of recognising provisions as a result of, for example, high sales concentration, faulty customer analysis, insufficient security.

The risk rating dropped compared with the preceding year due to inclusion of quantitative models in risk assessment, covering for the average share of hedged receivables and unhedged receivables.
10 Risk of non-compliance with the principles of ethics  CSR Short-term: Medium
Medium-term: High
Long-term: High		 Risk of tarnishing the Company’s reputation as one operating in compliance with ethical business principles and, thus, inability to cooperate with companies for which ethical values are major in their operational policy. Consequent possible claims against the Company or tarnished reputation.

The risk rating has not changed compared with the preceding year.
11 Risk of staff shortages HR Short-term: Medium
Medium-term: Medium
Long-term: High		 The risk rating dropped compared with the preceding year due to consideration of hedging and procedures implemented in the preceding years in the risk assessment, including procedures implemented during the pandemics, which considerably limited the negative consequences of staff shortages (fast reaction to the foci of infection, cooperation with temporary employment agencies, remote work, preventive actions, extension of back-up staff).
12 Risk of loss of competitiveness as a result of the economic transition to zero emission CSR Short-term: Medium
Medium-term: Long-term: High
Long-term: High		 Risk of loss of competitiveness as a result of the economic transition to zero emission, i.e. exclusion from the market as a result of failure to offer products with low carbon footprint.

New risk
13 Risk of the failure to ensure recovery and recycling of packaging Quality systems Short-term: Medium
Medium-term: Long-term: Medium
Long-term: High		 Risk of the failure to ensure recovery and recycling of the marketed/imported packaging or failure to achieve the required recycling levels bringing about a negative impact on the environment, economy or reputation of the organisation.

New risk
14 Risk of the lack of effective compliance system, including the risk of breaching international sanctions General corporate Short-term: Medium
Medium-term: Long-term: High
Long-term: High		 The risk that the operations of the Company will not comply with the legal regulations results from a failure to abide by legal acts, ordinances, laws or internal standards, policies, codes of conduct, which exposes the Company to paying fees.

The risk rating grew compared with the preceding year due to risk extension for the risk of breaching sanctions regulations.
15 Risk of inappropriate inventory management policy Production and quality systems Short-term: Medium
Medium-term: Long-term: Medium
Long-term: Medium		 Lack of proper inventory management policy poses a hazard for the continuity of production and timely order completion, consequently leading to negative financial results and loss of customers’ trust.

The risk rating has not changed compared with the preceding year.
 

16

 Risk of non-performance or lack of strategy update in the sustainable development area CSR Short-term: Medium
Medium-term: Long-term: High
Long-term: High		 Risk of damage to the Company’s reputation as one operating in compliance with the idea of sustainable development and, thus, inability to cooperate with companies for which the idea is major in their operational policy. Simultaneous risk of legal and financial consequences.

The risk rating has not changed compared with the preceding year.
17 Risk of non-compliance with tax regulations Accounting Short-term: Medium
Medium-term: Long-term: Medium
Long-term: Medium		 The risk of fines imposed by the Tax Office (PIT, CIT, VAT) or local authorities (e.g. municipal authorities – tax on real estate).

The risk rating has not changed compared with the preceding year.
 

18

 Risk of credibility loss by the Company due to mandatory exclusion from listings at the Warsaw Stock Exchange Communication Short-term: Medium
Medium-term: Long-term: Medium
Long-term: Medium		 Adoption of a resolution by the Management Board of the Warsaw Stock Exchange to delist the Company shares as a result of violation of the Warsaw Stock Exchange regulations, including disclosure obligations, lack of transactions in the Company shares for a period of three months, undertaking by the Company of activities prohibited by the binding laws, which may result in civil claims against the Company and its managers for acting to the detriment of the Company or shareholders, increased costs of finance as a result of the Company reputation tarnishing, or penalties imposed by the Management Board of the Stock Exchange.

The risk rating has not changed compared with the preceding year.
 

 

 

19

 Risk of malfeasance, understood as actions or omissions in breach of the legal regulations General corporate Short-term: Medium
Medium-term: Long-term: Medium
Long-term: Medium		 Purposeful actions or omissions in breach of the generally binding laws, as a result of which the perpetrator obtains illegal gains, causing losses or failure to attain the assumed results (fraud, theft, misuse, etc.).

The risk rating has not changed compared with the preceding year.
 

 

 

20

 Risk of being unprepared to continuity loss Production and quality systems Short-term: Medium
Medium-term: Long-term: Medium
Long-term: Medium		 Risk of being unprepared for continuity loss resulting in long-term operations suspension, including inability to use a production or warehouse building, lack of resources (e.g. semi-products), shortage of human resources, long-term failures and engineering downtimes.

The risk rating has not changed compared with the preceding year.
 

 

21

 Risk of missing effective supply chain Purchases Short-term: Medium
Medium-term: Long-term: Medium
Long-term: Medium		 Risk of discontinuity of supplies resulting in shortages of materials/production goods/sales goods.

The risk rating has not changed compared with the preceding year.
 

 

22

 Risk of polluting the environment Production and quality systems Short-term: Medium
Medium-term: Long-term: Medium
Long-term: Medium		 Risk of polluting the environment as a result of the operations carried out, resulting in the plant closure and high administrative penalties imposed on the operations causing water, air or soil pollution with substances or radiation in quantities or in the form which may threaten human life or health, or bring about water, air or soil quality deterioration, or significant damage to fauna or flora.

The risk rating dropped compared with the preceding year due to fulfilment by Grupa Kęty of the legal requirements with regard to environmental protection, previously recorded environmental incidents and consideration of the actual reputation-related impact felt by companies which pollute the environment.
 

 

 

 

23

 Risk of extraordinary events occurrence Production and quality systems Short-term: Medium
Medium-term: Long-term: Medium
Long-term: Medium		 Risk of operations disturbance or break as a result of losses originating from an extraordinary event (e.g. fire, hurricane, whirlwind, rockburst, building catastrophe, lightning stroke, earthquake, motor vehicle impact, aircraft crash, explosion, meteorite fall), or natural disaster (e.g. drought, heavy snowfall, extreme heat or frost, storm, flood, hail).

The risk rating has not changed compared with the preceding year.
 

 

 

24

 Risk of breaching human rights in the value chain CSR  

Short-term: Medium
Medium-term: Long-term: Medium
Long-term: Medium

 Risk of breaching human rights in the value chain, specifically with regard to employment and remuneration conditions, freedom of association, work and life balance, equal treatment of women and men, prevention of violence and mobbing at the place of work, child labour, forced labour, and right to privacy.

New risk
 

 

 

25

 Risk of accidents at work Production and quality systems Short-term: Medium
Medium-term: Long-term: Medium
Long-term: Medium		 Risk of accidents at work, health impairment, and occupational diseases.

The risk rating grew compared to the preceding year due to the extension of the scope of the risk to all accidents at work, contrary to the previous inclusion of only fatal accidents or ones that cause permanent health impairment.
 

 

26

 Risk of non-attainment of the expected sales Sales & Marketing Short-term: Medium
Medium-term: Long-term: Medium
Long-term: Medium		 The risk that budget assumptions and, in consequence, the result/profit will not be achieved, drop in the number of active customers, threat to strategies and planned projects performance.

The risk rating has not changed compared with the preceding year.

Other governance-related topics

Being aware of the existence of risks with regard to law compliance, the Capital Group has taken measures to counteract the risk materialisation and mitigating its possible impact. At the Capital Group, the tasks related to compliance management system are centralised in the Compliance and Risk Management Department (Grupa Kęty Central Area), reporting to the Compliance and Risk Management Director (acting as Compliance Officer). At the segments, the system is supported by the appointed Compliance Coordinators.

One of the key tasks of the Compliance and Risk Management Department is to ensure that the organisation’s activities comply with the changing legal environment, which is carried out through four main processes.

  • Regulatory environment monitoring process
  • Compliance management process
  • Sanctions verification process

The scope of internal audit activities and functions within the Capital Group includes, among other things:

  • identifying, analysing and assessing significant risks in the specific business areas, processes, systems and projects as part of audit assignments;
  • taking action during ongoing audit assignments and, as a result of them, supporting the identification of threats and determination of risk in business processes;
  • reviewing and assessing the performance of the particular organisational units and systems in terms of their effectiveness, rationality and compliance with the Capital Group Strategy and internal regulations;
  • providing the Management Board and Supervisory Board of Grupa Kęty with reasonable assurance that the achievement of key business objectives in the audited areas is not at risk;
  • analysing and evaluating the existing controls in terms of their effectiveness in operating activities and exercising rational supervision;
  • providing reasonable assurance as to the effectiveness of the internal control system, risk management, corporate governance, and compliance;
  • preparing post-audit recommendations to improve the functioning of systems, risk management processes and controls in the audited areas;
  • advising on system solutions and business process improvements;
  • planning internal audit activities and reporting them to the governing and supervising bodies;
  • cooperation with the supervising body;
  • implementation of the above-mentioned activities at Grupa Kęty A. and its subsidiaries.

Internal audit operates on the basis of short-term planning in reference to the annual audit plan adopted by the competent authority, as well as on the basis of long-term audit plan drawn up for the period of 5 years, defining the direction of the Department’s activities and development.

Remuneration of the Company Management Board Members, and information on the Company shares held by them

The performance of the function of a Member of the Company Management Board takes place through the conclusion of an employment contract and appointment by resolution of the Company Supervisory Board. Management Board Members may be additionally employed based on an employment contract or appointed to act at the Management Board of the Capital Group companies, including within the managed and supervised Operating Segment.

Fixed remuneration of the Management Board Members is granted based on market analyses, specifically considering such elements as payroll benchmark against other stock-listed companies of similar structure, headcount, financial results or prices quoted at the Warsaw Stock Exchange.

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Integrated Report (PDF)

Business conduct

The matters related to ethics and conduct in business are regulated at the Capital Group, for example, by:

  • the Principles of Business Ethics and Conduct – the Code of Ethics
  • the Respect for Human Rights Policy of the Capital Group of Grupa Kęty SA.
  • the Code of Conduct for Suppliers of the Capital Group of Grupa Kęty SA.

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Integrated Report (PDF)

Business conduct policies and corporate culture

The Code of Ethics is the basic document at the organisation defining the principles of ethical conduct in business. The Code emphasises the value of law compliance, transparency, mutual respect and social responsibility. The document determines standards binding all employees, adopted by the Capital Group in reference to:

  • market – commercial partners, competitors and shareholders;
  • natural environment; and
  • local communities.

In the document, the Capital Group promotes fair competition, the need to prevent corruption and concern for transparency in accounting processes. In accordance with the Code, the Capital Group companies want to base their relations with counterparties on trust, respect and professionalism. The organization applies rules to prevent conflicts of interest and ensures equal access to information for capital market participants.

The Code emphasizes the importance of responsibility towards the environment, committing the Capital Group companies to minimize their impact on the natural environment through innovation and recycling activities. Environmental reports are made available to the public, and the environmental management system is based on the ISO 14001 standard.

The Code of Ethics also emphasizes the importance of adhering to ethical principles in internal relations. The organization commits employees to equal treatment regardless of age, gender, race, sexual orientation or religion. Discrimination, mobbing, harassment and unauthorized exploitation of professional position are unacceptable. The Company provides decent working conditions and safety, and also respects the employees’ rights to privacy and freedom of association. The Code is also a commitment of the Capital Group to providing employees with equal opportunities in terms of pay, bonuses, skills development and promotion. In accordance with the Code, the personal data of the employees may only be used for professional purposes, and employees are required to protect confidential information.

The Respect for Human Rights Policy of the Capital Group of Grupa Kęty S.A. is the organisation’s declaration regarding respect for human rights defined in the European Convention on Human Rights and other documents. In the Policy, the Capital Group commits, among other things, to:

  • ensure decent working conditions at all companies;
  • respect diversity and the principle of equal chances;
  • absolutely object to child labour and forced labour;
  • respect the rights of local communities at all locations of the its companies.

The Code of Conduct for the Suppliers of the Capital Group of Grupa Kęty S.A. specifies the major requirements for suppliers with regard to running ethical and fair activities, ensuring safe and hygienic working conditions, respecting human rights, assuming liability for the quality of products and for the natural environment. The Code is described in detail in Section G1-2 Management of relationships with suppliers.

The regulations applicable to the ethics of business, as adopted by the Capital Group, are in line with the 10 Global Compact principles, of which the organisation has been a signatory since 2014. The Ethical Business Principles Procedure binding at the Group maps the process of due diligence with regard to respecting the 10 Global Compact principles.

Management of relationships with suppliers

The issue of relationships with the suppliers of the Capital Group is regulated in the Code of Conduct for Suppliers of the Capital Group of Grupa Kęty S.A. binding since 2021. The Code was created as part of the Capital Group’s social responsibility strategy, indicating the approach to sustainable supply chain. It was adopted by the Management Board of Grupa Kęty S.A., which, through procedures, appointed the purchasing departments to implement its provisions.

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Integrated Report (PDF)

The Code commits the suppliers, among other things, to:

  • ensure healthy and safe working conditions for its employees by implementing procedures, certified OHS management systems/or its own safety programs, good practices and solutions to strive for the complete elimination of accidents, avoiding injuries and illnesses among its employees caused by the work they perform;
  • respect human rights in their operations;
  • ensure equal treatment at work and refrain in their operations from any staff or stakeholders discrimination practices because of their sex, age, disability, race, religion, or other grounds;
  • prevent any forms of corruption in their activities and implement prevention practices.

The Code is binding both in Poland and abroad, considering the cultural, language, social and economic differences of the particular countries.