Identification of corporate governance rules not applied
JSW does its utmost to apply the corporate governance rules prescribed by the document entitled Code of Best Practice for WSE Listed Companies 2016. In 2017, JSW applied the Code of Best Practice except for the following rules:
Shareholder meeting and investor relations
Recommendation IV.R.2.
If justified by the structure of shareholders or expectations of
shareholders notified to the company, and if the company is in a position to provide the technical
infrastructure necessary for a general meeting to proceed efficiently using electronic
communication means, the company should enable its shareholders to participate in a shareholder
meeting using such means, in particular through:
- real-time broadcast of the shareholder meeting,
- real-time bilateral communication where shareholders may take the floor during the shareholder meeting from a location other than the shareholder meeting,
- exercise of the right to vote during the shareholder meeting either in person or through a plenipotentiary.
Explanation:
The Company is refraining from using that rule because of legal as well as
organizational and technical risks which may threaten the correct course of the shareholder meeting
if shareholders are provided with a possibility of participating in the meeting via remote
channels. The rules for participating in shareholder meetings, which currently prevail in the
Company, allow the shareholders to effectively exercise all their rights attached to shares and
secure the interests of all shareholders.
Conflict of interest and transactions with related parties
Rule V.Z.6.
In its internal regulations, the Company should define the criteria and
circumstances under which a conflict of interest may arise in the company, as well as the rules of
conduct where a conflict of interest has arisen or may arise. The company’s internal regulations
should among others provide for ways to prevent, identify and resolve conflicts of interest, as
well as rules of excluding members of the management board or the supervisory board from
participation in reviewing matters subject to a conflict of interest which has arisen or may arise.
Explanation:
The Company is refraining from using that rule until proper changes are made
to corporate documents prevailing in the Company.
Moreover, the Company does not use rules I.Z.1.10., III.Z.6., VI.Z.2. and recommendation IV.R.3
because they do not apply to the Company.