Zwack Unicum

News Details

Ad-hoc | 29 June 2012 07:34

Zwack Unicum Likőripari és Kereskedelmi Nyilvánosan Működő Részvénytársaság:

DGAP-Geoinfo Ad-hoc-Service: Zwack Unicum Nyrt.
Miscellaneous/Miscellaneous

29 Jun 2012

Ad-hoc announcement according to Tpt. 55.§ of the Hungarian Capital market Act., transmitted by DGAP-Geoinfo.
The issuer is solely responsible for the content of this announcement.

REPORT
RELATING TO THE CORPORATE GOVERNANCE ON THE BASIS OF THE CORPORATE
GOVERNANCE RECOMMENDATIONS (THE 'RECOMMENDATIONS') PUBLISHED BY THE
BUDAPEST STOCK EXCHANGE

The Supervisory Board of Zwack Unicum Nyrt. (the 'Company') by its
resolution dated June 28, 2012 approved the following report made by the
Board of Directors in the name of the Company.

The Annual General Meeting of the Company held on June 28, 2012 by its
resolution no. 5/28.06.2012 also approved the following report.

DISCLOSURE ON CORPORATE GOVERNANCE

The Board of Directors of the Company

The Board of Directors of the Company actually consists of seven (7)
members. The Chairman of the Board of Directors is Mr. Sándor Zwack, the
Deputy Chairman is Dr. Rudolf Kobatsch. The list of the members of the
Board of Directors, their presentation and the data related to their
independency status are available at the homepage of the Company
(www.zwack.hu).

The members of the Board of Directors shall be elected by the Shareholders
Meeting in accordance with the proposal of the Shareholders for a period of
maximum four years. The Chairman and the Vice-Chairman of the Board of
Directors are elected by and from among the members of the Board of
Directors for a period of four (4) years. If the Chairman of the Board of
Directors would be unable to execute his function, the responsibility to
act as the Chairman of the Board of Directors shall be automatically
transferred to the Vice-Chairman of the Board of Directors.

The Chairman of the Board of Directors is obliged to call the meetings of
the Board of Directors and to organize and direct the continuous activities
of the work organization of the Company.

The Board of Directors shall hold ordinary meetings at least once every
quarter. The meeting of the Board of Directors is convoked by the Chairman
of the Board of Directors and in case of unavailability, by the
Vice-Chairman of the Board of Directors. The Chairman of the Board of
Directors is also obliged to convoke the meeting of the Board of Directors
if so required by two (2) members jointly with a statement regarding the
reason and purpose of said request.

With the exception of a closed meeting, the members of the Supervisory
Board and also the persons invited by the Board of Directors may take part
in the meeting of the Board of Directors as consultants. Upon the request
of any director, the meeting shall be a closed meeting.

The Board of Directors has a quorum if the majority of the board members
are present. The propositions and resolutions of the Board of Directors
shall be brought with a simple majority of the votes of the board members
present. In case of a tied-vote, the vote of the Chairman of the meeting
shall be the deciding vote. Minutes have to be kept regarding the meeting
of the Board of Directors, which shall contain a list of those present, the
deliberations regarding the issues of the agenda, the results of the votes
and the decisions.

The tasks and competences of the Board of Directors are defined by the
applicable legal regulations, the Statutes of the Company (available at
www.zwack.hu) and its Rules of Operation, accepted by itself.

The Board of Directors, during the past 2011-2012 business year, had eight
(8) meetings, with an average attendance of 91%.

Taking into consideration that the two main shareholders of the Company
having 76%+1 vote have the right to nominate the members of the Board of
Directors pursuant to their Shareholder's Agreement, the Company have not
elaborated any evaluation system so far.

Description of the division of responsibility and duties between the
Managing Body and the executive management, the management of the Company

The Board of Directors shall appoint a General Manager from among the
directors or the employees, for such period of time and under such terms as
it deems fit. The Board of Directors may revoke such appointment at any
time.

The General Manager, within his scope of employment, shall be responsible
for the administration of the Work Organization of the Company, and shall
exercise the employer's rights in respect of the employees of the Company.
The General Manager shall be entitled to delegate his power to exercise the
employer's rights in respect of employees of a given department to the
employee in charge of that department, except for the employer's rights in
respect of employees in executive positions. Employees in executive
positions are those who are designated as such on the basis of the
Company's Rules of Organization and Operation or by the General Manager at
the time of concluding the employment contract.

The General Manager shall have the powers to decide in matters relating to
the day-to-day operations of the Company. The competence of the General
Manager shall be determined by the Rules of Operation of the Company
approved by the Board of Directors.

The list of the members of the management and their presentation are
available at the homepage of the Company (www.zwack.hu).

Evaluation of the work of the management, remuneration (Remuneration
statement)

The Board of Directors continuously appraises the work of the management
and prepares an general appraisal on a yearly basis.

The scope of the remuneration of the General Manager (CEO) falls within the
competence of the Board of Directors and the scope of the remuneration of
the top managers (i.e. members of the management) is within the competence
of the General Manager. However, the following principles apply
universally:

Elements of the remuneration system:

* Basic salary: The basic salary essentially depends on the importance of
the position fulfilled - established on the basis of an analysis of the
related tasks and obligations - and may be influenced by the market.

* Bonus: The bonus is defined as a part of the annual basic salary
established as a percentage thereof. The amount of the bonus is maximized
and the condition of its payment is the realization of defined objectives.
The most important part of the bonus depends on the realization of the
planned results; the remaining part thereof depends on the realization of
the 2 or 3 objectives relating to the managed field.

* Benefits provided in the cafeteria system, equaling to one month's basic
salary.

The basic salary must represent at least 75% of the overall monetary salary
package.

* Other benefits: use of car including full personal use; life insurance;
mobile phone including full personal use; medical and sport services.

Furthermore, during year 2007, the Company elaborated a share incentive
system for three key managers of the Company (Mr. Frank Odzuck, General
Manager; Mr. Tibor Dörnyei, CFO and Deputy General Manager and Mr. Csaba
Belovai, Commercial Director) replacing the former bonus system. In the
framework of the share incentive system, the involved managers acquired
35.000 registered redeemable liquidation preference shares, each having a
nominal value of HUF 1,000, without voting rights, but entitling the
respective shareholders to dividend.

According to the Company's long established practice, the members of the
Board of Directors receive an annual consideration (honoraria) in
consideration of their performance, the amount of which is defined in a
separate resolution of the General Meeting each year.

The Supervisory Board

The Supervisory Board of the Company actually consists of six (6) members.
The Chairman of the Supervisory Board is Dr. Hubertine Underberg-Ruder, its
Deputy Chairman is Mr. Gerd Peskes. The list of the members of the
Supervisory Board, their presentation and the data related to their
independency status are available at the homepage of the Company
(www.zwack.hu).

Pursuant to the Statutes, the Company shall establish a Supervisory Board
consisting of at least six (6) members and at the most twelve (12) members.
The management of the Company entered into an agreement with the workers'
council pursuant to which the employees waived their right to participate
in the operation of the Supervisory Board. The members of the Supervisory
Board shall be elected by the Shareholders Meeting for a period of maximum
four (4) years.

The Supervisory Board shall hold a meeting at least once every six months,
but at any time upon the request of the Shareholders Meeting. The meeting
of the Supervisory Board shall be convoked by its Chairman, who shall also
chair the meeting. The Chairman of the Supervisory Board shall be obliged
to also call the meeting of the Supervisory Board, if so requested in
writing by a member of the Supervisory Board who provides the reason and
objective of the meeting. If the Chairman fails to comply with such
request, the member shall have the right to convene the meeting himself.

At the meeting of the Supervisory Board the Auditor may also take part with
a right of consultation.

The Supervisory Board shall have a quorum if two thirds, but at least three
, of the members of the Supervisory Board are present. The decisions of the
Supervisory Board are brought with a simple majority of the members of the
Supervisory Board present. Minutes have to be kept regarding the meeting of
the Supervisory Board, which shall contain the list of those present, the
results of the votes and the decisions.

The Supervisory Board, during the past 2011-2012 business year, had three
(3) meetings, with an average attendance of 78%.

Taking into consideration that the two main shareholders of the Company
having 76%+1 vote have the right to nominate the members of the Supervisory
Board pursuant to their Shareholder's Agreement, the Company has not
elaborated any evaluation system so far.

The tasks and competences of the Supervisory Board are defined by the
applicable legal regulations, the Statutes of the Company (available at
www.zwack.hu) and its Rules of Operation, accepted by the General Meeting.

The Audit Board

The Company established an Audit Board consisting of three (3) members,
elected by the Shareholder's Meeting from the independent members of the
Supervisory Board.

The Chairman of the Audit Board is Mr. Gerd Peskes. The list of the members
of the Audit Board and their presentation and the data related to their
independency status are available at the homepage of the Company
(www.zwack.hu).

The Audit Board, during the past 2011-2012 business year, had three (3)
meetings, with an average attendance of 100%.

The tasks and competences of the Audit Board are defined by the applicable
legal regulations, the Statutes of the Company (available at www.zwack.hu).

Taking into consideration (i) the shareholding structure of the Company,
(ii) the system of the nomination of titleholders; the facts that (iii) the
Board of Directors prepared the guidelines for the remuneration and
evaluation of the management; and (iv) the members of the Board of
Directors receive an annual honoraria for the performance of their
obligation to be approved by the AGM, there is neither nomination, nor
remuneration committee at the Company. The tasks of the nomination and the
remuneration committee are performed by the Board of Directors.

The Auditor

The Shareholders Meeting shall appoint a statutory Auditor for a period of
one (1) year, who must be a registered auditor employed or recommended by
an internationally recognized auditing firm.

The tasks and competences of the statutory Auditor are defined by the
applicable legal regulations, the Statutes of the Company (available at
www.zwack.hu).

The Auditor of the Company did not receive other assignment than the audit
of the annual report of the Company.

The internal control system

As of the 2008/2009 business year, the Company established a position of
internal controller. However, the size of the Company does not justify the
operation of a separate internal control department, thus the position is
held by an internal controller who is already an employee of the Company
and who directly reports to the General Manager. The Audit Committee
reviewed the result of the different administrative supervisions held at
the Company and analyzed - together with the management - the risks related
to Zwack Unicum Nyrt. as well as the study prepared by an independent
advisor.

Presentation of the company's disclosure policy, and its policy on trading
by insiders

The Company Documents are in compliance with the provisions of the
Companies Act, Act CXX of 2001 on the capital market (the 'Capital Market
Act'), the Budapest Stock Exchange and the Central Depository and Clearing
House respectively, and the Company is disclosing information pursuant to
the above acts and regulations. Consequently, the Company publishes
quarterly quick reports, annual reports following the closing of the
financial year and provides extraordinary reporting if the Company becomes
aware of any information on any past or ongoing change that could directly
or indirectly affect the value of or the yield on the securities, or could
be significant for the market players in making their investment decisions.
Furthermore, the Shareholders Bureau of the Company keeps continuous
contact with the investors. The Company publishes its notifications on its
own homepage (www.zwack.hu), on the homepage of the Budapest Stock Exchange
(www.bet.hu) and on the homepage www.kozzetetelek.hu.

The Company - in the General Manager's Instruction no. 7/2008 - established
its policy on insider tradings, pursuant to the applicable rules of the
Capital Market Act. According to the instruction, the Company considers as
insider - beside the persons defined as insiders by the Capital Market Act
- any and all leaders (higherly ranked than a head of department) and any
and all employees of the accounting and controlling departments. The
insiders cannot sell and/or buy Zwack shares from the turning date of the
balance (March 31) and to the date of the publication of the annual report,
and during the 15 days periods preceding the publication of the quarterly
flash reports and/or within a three-day period preceding the publication of
contracting subject to the obligation of extraordinary disclosure of
information, as the case may be. If the insider purchases/sells Zwack
shares outside of the above period, the Company informs PSZÁF and publishes
such information as prescribed by the Act within two days as of the
transaction. The information shall contain the nomination of the shares,
its rate, the nature of the transaction (purchase or sale), the place and
date of the transaction and the name of the investment service provider.
The Company holds a register about the insiders, as prescribed by the Act.

A brief presentation of rules on exercising shareholder's rights and on the
conducting of the general meeting

Every registered common share having a nominal value of 1,000 HUF (one
thousand Hungarian Forint) shall entitle its holder to one vote at the
General Meeting. Shareholders may exercise their rights at the General
Meeting either in person or through an authorized representative pursuant
to a voting card or an equivalent official certification confirming the
right to vote (hereinafter together: 'Voting Card') to be issued by the
Board of Directors. In accordance with Section 221 of the Companies Act,
the proxy empowering its holder to representation shall be incorporated
into a public legal document or a fully evidencing private deed (as
described in Section 196 of the Civil Procedure Code), and shall be
submitted prior to obtaining the certification entitling the certificate
holder to the receipt of the Voting Card.

Participating and voting at the AGM shall be reserved to the shareholders
duly entered into the Company's Share Register the latest 2 (two) working
day before the AGM. Certification of ownership is not required for the
exercise of shareholders' rights; the entitlement is verified by way of the
identification procedure prescribed in the act on securities and in rules
of procedures of the central depository (KELER Zrt.) (Section 297.§ (2) of
the Company Act). The registration of the shareholder into the Share
Register is the obligation of investment service firms. The registration of
the ownership can be initiated through the respective investment service
firm within the deadline set forth therefore. Shareholders' rights at the
General Meeting may be exercised by the person whose name is contained in
the Share Register at 6 PM (Budapest time) on the second business day
before the first day of the Shareholders' Meeting. (Section 304(3) of the
Company Act).

In lack of a quorum, the reconvened General Meeting shall have a quorum
irrespective of the actual number of shareholders present.

The detailed rules on exercising shareholder's rights and on the conducting
of the General Meeting are set forth by the Statutes of the Company
available at the homepage of the Company (www.zwack.hu).

__________________________________
CORPORATE GOVERNANCE DECLARATION ON COMPLIANCE WITH THE CORPORATE
GOVERNANCE RECOMMENDATIONS

A 1.1.1
The Managing Body ensured that shareholders received access to information
in time to enable them to exercise their rights.
Yes (Complies)

A 1.1.2
The company applies the 'one share - one vote' principle.

The Company has 35.000 registered redeemable liquidation preference shares,
each having a nominal value of HUF 1,000, without voting rights. With
respect to its common shares, the Company applies the 'one share - one
vote' principle.

A 1.2.8
The company ensures that shareholders must meet the same requirements in
order to attend at the general meeting.
Yes (Complies)

A 1.2.9
Items on the general meeting agenda only include subjects which are
correctly detailed and summarized clearly and unambiguously.
Yes (Complies)

The proposals included the suggestions of the Supervisory Board and a
detailed explanation of the effects of the decision.
Yes (Complies)

A 1.2.10
Shareholders' comments on and supplements to the items on the agenda were
published at least two days prior to the general meeting.
No

No such comments or supplements were made so far.

A 1.3.8
Comments on the items of the agenda were made available to shareholders
simultaneously with registration at the latest.
No

No such comments or supplements were made so far.

Written comments made on the items on the agenda were published two working
days prior to the general meeting.
No

No such comments or supplements were made so far.

A 1.3.10
The election and dismissal of executives took place individually and by
separate resolutions.
Yes (Complies)

A 2.1.1
The responsibilities of the Managing Body include those laid out in 2.1.1.
Yes (Complies)

A 2.3.1
The Managing Body held meetings regularly, at times designated in advance.
Yes (Complies)

The Supervisory Board held meetings regularly, at times designated in
advance.
Yes (Complies)

The rules of procedure of the Managing Body provide for unscheduled
meetings and decision-making through electronic communications channels.

The rules of procedure of the Board of Directors provide for unscheduled
meetings, but does not actually enable decision-making through electronic
communications channels

The rules of procedure of the Supervisory Board provide for unscheduled
meetings and decision-making through electronic communications channels.

The rules of procedure of the Supervisory Board provide for unscheduled
meetings, but does not actually enable and decision-making through
electronic communications channels. Section 14.5 of the Statutes of the
Company provides the possibility that these rules enable decision-making
through electronic communications channels.

A 2.5.1
The Management Board of the company has a sufficient number of independent
members to ensure the impartiality of the board.
Yes (Complies)

A 2.5.4
At regular intervals (in connection with the CG Report) the Managing Body
requested a confirmation of their independent status from those members
considered independent.
Yes (Complies)

A 2.5.5
At regular intervals (in connection with the CG Report) the Supervisory
Board requested a confirmation of their independent status from those
members considered independent.
Yes (Complies)

A 2.5.7
The company disclosed on its website the guidelines on the independence of
the Managing Body and the Supervisory Board, as well as the criteria
applied for assessing independence.
No

Taking into consideration its shareholding structure, the Company considers
the fulfillment of the independence criteria set forth in the Company Act
as satisfying.

A 2.6.1
Members of the Managing Body informed the Managing Body (Supervisory
Board/Audit Committee) if they (or any other person in a close relationship
to them) had a significant personal stake in a transaction of the company
(or the company's subsidiary).
No

No such transactions were made.

A 2.6.2
Transactions between board and executive management members (and persons in
close relationship to them) and the company (or its subsidiary) were
conducted according to general rules of practice of the company, but with
stricter transparency rules in place.

Such transactions were concluded according to general rules of practice of
the company, with the general transparency rules.

Transactions which according to 2.6.2, fall outside the normal course of
the company's business, and their terms and conditions were approved by the
Supervisory Board (Audit Committee).
No

No such transactions were made.

A 2.6.3
Board members informed the Supervisory Board/Audit Committee if they
received an offer of Board membership or an offer of an executive
management position in a company which is not part of the company group.
Yes (Complies)

A 2.6.4
The Managing Body established its guidelines on information flow within the
company and the handling of insider information, and monitored compliance
with those guidelines.
Yes (Complies)

The Managing Body established its guidelines regarding insiders' trading in
securities and monitored compliance with those guidelines.
Yes (Complies)

A 2.7.1
The Managing Body formulated remuneration guidelines regarding the
evaluation and remuneration of the work of the Managing Body, the
Supervisory Board and the executive management.
Yes (Complies)

The Supervisory Board formed an opinion on the remuneration guidelines.
Yes (Complies)

The guidelines regarding the remuneration for the Managing Body and the
Supervisory Board and the changes in those guidelines were approved by the
general meeting, as a separate item on the agenda.
Yes (Complies)

A 2.7.2.
The Managing Body prepared an evaluation of the work it carried out in the
given business year.
The Supervisory Board prepared an evaluation of the work it carried out in
the given business year.
Yes (Complies)

A 2.7.3
It is the responsibility of the Managing Body to monitor the performance of
and determine the remuneration for the executive management.
Yes (Complies)

The frameworks of benefits due to members of the executive management that
do not represent normal practice, and the changes in those benefits were
approved by the general meeting as a separate agenda item.
No

No such benefits were accorded.

A 2.7.4
The structure of share-incentive schemes were approved by the general
meeting.
Yes (Complies)

Prior to the decision by the general meeting on share-incentive schemes,
shareholders received detailed information (at least according to those
contained in 2.7.4).
Yes (Complies)

A 2.7.7
The Remuneration Statement was prepared by the company and submitted to the
general meeting.
Yes (Complies)

The Remuneration Statement includes information about the remuneration of
individual members of the Managing Body, the Supervisory Board, and the
executive management.
No

The remuneration of the members of the Board of Directors and the
Supervisory Board is decided by the General Meeting of the Company and is
included in the Remuneration Statement (See also section A 2.7). The
consolidated amount of the remuneration of the management is included in
the annual report and information concerning other benefits of the
management can be found on the homepage of the Company (www.zwack.hu).

A 2.8.1
The Managing Body or the committee operated by it is responsible for
monitoring and controlling the company's entire risk management.
Yes (Complies)

The Managing Body requests information on the efficiency of risk management
procedures at regular intervals.
Yes (Complies)

The Managing Body took the necessary steps to identify the major risk
areas.
Yes (Complies)

A 2.8.3
The Managing Body formulated the principles regarding the system of
internal controls.

The Board of Directors delegated this task to the Audit Committee.
Furthermore, the Board of Directors continuously deals with the issue of
risk management but, the disclosure of detailed information would cause
business disadvantages to the Company.
In the annual report, the Board of Directors advises the shareholders in
connection with the important risk factors influencing the operation of the
Company.

The system of internal controls established by the executive management
guarantees the management of risks affecting the activities of the company,
and the achievement of the company's performance and profit targets.
Yes (Complies)

A 2.8.4
When developing the system of internal controls, the Managing Body took
into consideration the viewpoints included in 2.8.4
Yes (Complies)

A 2.8.5
It is the duty and responsibility of the executive management to develop
and maintain the system of internal controls.
Yes (Complies)

A 2.8.6
The company created an independent Internal Audit function which reports to
the Audit Committee.
Yes

The audit committee reviewed the result of the different administrative
supervisions held at the Company and analyzed - together with the
management - the risks related to Zwack Unicum Nyrt. During the past years,
the Board of Directors have prepared, by independent advisors, studies
evaluating the operational risks of the Company and risks relating to its
information systems. Furthermore, as of the 2008/2009 business year, the
CEO established a function of internal controller. Although the size of the
Company does not justify the operation of a separate internal control
department, the position is held by an internal controller who is already
an employee of the Company and who also reports to the CEO. The audit
committee approved the internal audit plan and the internal controller
reports about the outcome of the controls to the audit committee.

The Internal Audit reported at least once to the Audit Committee on the
operation of risk management, internal control mechanisms and corporate
governance functions.

Yes (Complies)

A 2.8.7
The internal audit activity is carried out by the Internal Audit function
based on authorisation from the Audit Committee.
Yes (Complies)

As an organisation, the Internal Audit function is independent from the
executive management.
No

Please see section A 2.8.6 above.

A 2.8.8
The Internal Audit schedule was approved by the Managing Body (Supervisory
Board) based on the recommendation of the Audit Committee.
Yes (Complies)

A 2.8.9
The Managing Body prepared its report for shareholders on the operation of
internal controls.

Yes (Complies)

A 2.8.10
The Managing Body developed its procedures regarding the receipt,
processing of reports on the operation of internal controls, and the
preparation of its own report.

Please see section A 2.8.6 above.

A 2.8.11
The Managing Body identified the most important deficiencies or flow in the
system of internal controls, and reviewed and re-evaluated the relevant
activities.

Yes (Complies)

A 2.9.2
The Managing Body, the Supervisory Board and the Audit Committee were
notified in all cases when an assignment given to the auditor may have
resulted in significant additional expense, caused a conflict of interest,
or affected normal business practices significantly in any other way.
No

With the exception of the one time IFRS education, the business entity
performing the statutory audit of the Company did not receive other
assignment than the audit of the annual report of the Company pursuant to
Hungarian accounting standards and the international accounting standards
(IFRS).

A 2.9.3
The Managing Body informed the Supervisory Board of any assignment given to
the external auditor or an external advisor in connection with any event
which held significant bearing on the operations of the company.
No

Please see section A 2.9.2 above.

The Managing Body pre-determined in a resolution what circumstances
constitute 'significant bearing'.
No

Please see section A 2.9.2 above.

A 3.1.6
On its website, the company disclosed duties delegated to the Audit
Committee, the Nomination Committee and the Remuneration Committee, as well
as the committees' targets, rules of procedure, composition (indicating the
name, brief biography and the date of appointment of members).
No

The Company published on June 2, 2008 on its website, duties delegated to
the Audit Committee, as well as the committees' targets, rules of
procedure, composition (indicating the name, brief biography and the date
of appointment of members). No other committees are operating at the
Company. The tasks of the nomination and the remuneration committee are
performed by the Board of Directors.

A 3.2.1
The Audit Committee monitored the efficiency of risk management, the
operation of internal controls, and the activity of the Internal Audit.
Yes (Complies)

A 3.2.3
The Audit Committee received accurate and detailed information on the work
schedule of the Internal Auditor and the independent auditor, and received
the auditor's report on problems discovered during the audit.
Yes (Complies)

A 3.2.4
The Audit Committee requested the new candidate for the position of auditor
to submit the disclosure statement according to 3.2.4.
No

The same entity performs auditing activities for long time which has no
other relationship with the Company, the Board of Directors, the
Supervisory Board and the management.

A 3.3.1
There is a Nomination Committee operating at the company.

The two main shareholders of the Company having 76% + 1 votes concluded a
shareholders agreement regulating the nomination of titleholders, thus such
committee is not necessary. The tasks of the nomination and the
remuneration committee are performed by the Board of Directors.

A 3.3.2
The Nomination Committee provided for the preparation of personnel changes.

Please see section A 3.3.1 above.

The Nomination Committee reviewed the procedures regarding the election and
appointment of members of the executive management.
No

Please see section A 3.3.1 above.

The Nomination Committee evaluated the activity of board and executive
management members.
No

Please see section A 3.3.1 above.

The Nomination Committee examined all the proposals regarding the
nomination of board members which were submitted by shareholders or the
Managing Body.

Please see section A 3.3.1 above.

A 3.4.1
There is a Remuneration Committee operating at the company.

The tasks of the nomination and the remuneration committee are performed
by the Board of Directors (please see in the Remuneration statement,
included in the first part of this Report).

A 3.4.2
The Remuneration Committee made a proposal for the system of remuneration
for the boards and the executive management (individual levels and the
structure of remuneration), and carries out its monitoring
No