Corporate governance rules

As a company listed on the Warsaw Stock Exchange, PKN ORLEN is required to comply with the corporate governance principles set forth in Best Practice for WSE Listed Companies.


  • 102-43
  • 103-1
  • 103-2
  • 103-3

From the beginning of 2021, PKN ORLEN followed the 2016 Code of Best Practice. Since July 1st 2021, the 2021 Code of Best Practice has been in force (WSE Supervisory Board Resolution No. 13/1834/2021 of March 29th 2021), which now applies to the Company. The 2021 Code of Best Practice is available on the WSE website and on the PKN ORLEN corporate website in the section dedicated to the Company’s shareholders

In accordance with the 2021 Code of Best Practice, on July 29th 2021 PKN ORLEN published Statement of Compliance by the Company with the Principles of the Best Practice for WSE Listed Companies 2021. PKN ORLEN stated that it did not comply with the following four principles: 2.1., 2.2., 2.11.6., 4.1. (concerning the diversity policy and virtual or hybrid general meetings). In accordance with the ‘comply or explain’ formula, PKN ORLEN published an explanation why it did not comply with the following principles:

At PKN ORLEN, the diversity policy relating to the Company’s employees is covered by a range of internal documents. However, there is no formal document governing diversity at the level of the PKN ORLEN Management Board and Supervisory Board. The Company presents the diversity indicators for the supervisory and management bodies within the Group on an annual basis. The gender diversity ratio is not applied in the Company’s diversity management practices. The gender diversity requirement of the Code of Good Practice is met by the Company’s Supervisory Board, which has a minority share of no less than 30%, but not by the PKN ORLEN’s Management Board.

The Company has not received any requests from shareholders to hold a virtual or hybrid General Meeting so far. On two occasions, the Company’s Management Board proposed that the shareholders introduce provisions to the Articles of Association and Rules of Procedure for the General Meeting to enable holding virtual or hybrid General Meetings. The proposal was not approved by the Shareholders at the Annual General Meetings held on June 29th 2011 and May 30th 2012. The failure to comply with this principle will not affect the reliability of the Company’s disclosure policy, nor will it hinder Shareholders’ participation in General Meetings.

In the first half of 2021, PKN ORLEN applied all principles of the 2016 Code of Best Practice.

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Communication with the capital market (Code of Best Practice Section 1)

PKN ORLEN is committed to enabling effective communication with investors, analysts and other capital market participants through a transparent and reliable disclosure policy. The Company ensures easy and equal access to published information using various communication tools, including the following:

  • The Investor Relations section of its corporate website, which provides financial and operating data relating to the Company’s business as well as information about the Company’s macro environment.
  • The website of the ‘ORLEN in Your Portfolio’ programme containing details of the loyalty scheme for shareholders and a broad knowledge base of the capital market and investing.
    Six brokerage houses take part in the programme, with more than 13,600 participants registered as at the end of 2021.
    In 2021, the Company continued its educational activities addressing capital market mechanisms, including carrying out the third edition of the ORLEN Investment Academy examinations in December and shooting another 15 episodes of the ‘Investing in Practice’ series plus a special episode on phishing throughout the year.
  • Expert’s blog written by PKN ORLEN’s Chief Economist at, containing commentary on current market developments, expert publications, and coverage of industry conferences.
  • Social media (Twitter, Facebook, LinkedIn, YouTube and Instagram).
  • Closed one-on-one or group meetings, held both in Poland and abroad, also as teleconferences.
    Special presentation materials are prepared for the meetings to explain the complex operation of the refining, petrochemical and energy sectors where the Company is present.
  • Press conferences open to the general public, streamed live over the Internet and interpreted into English. The conferences follow all major corporate events such as the release of quarterly results or strategy announcement.
  • Series of meetings with investors, held both in Poland and abroad (roadshows).
  • Meetings of capital market participants with the Company’s key managers in the headquarters and places where PKN ORLEN conducts its operations (site visits).
  • The Investor and Analyst Days organised from time to time – workshops concerning various areas of the Company’s activity, run by representatives of the Management Board, executive directors and selected managers.
  • Participation of the Company’s representatives in capital market awareness-raising campaigns in 2021:
    The Index Investment Challenge, Tour de company, Invest Cuffs, Wallstreet.25, a CFA conference on ESG issues, Financial Education Day with the WSE Foundation + a stock exchange-themed outdoor game, the ‘Towards Sustainable Business’ webinar.

PKN ORLEN is among the companies that are the quickest to publish their financial results after the end of the reporting period. In 2021, the Company published its figures as soon as approximately a month after the closing of the reporting periods.

PKN ORLEN is also a dividend paying company. In 2021, it paid out a dividend for the ninth consecutive year, at PLN 3.5 per share.

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