Literally translated, „compliance” means being in accordance with the letter of the law. Acting in line with the law is expected of every employee, and rules of ethics and responsibility for actions towards co-operators, clients or business partners are in effect equally for everyone.
The compliance management system in place at PGE Group supports the implementation of all of the company’s strategic objectives, in particular with respect to building an efficient and effective organisation and carrying out a sustainable energy transition.
The Compliance area focuses on:
- promoting fair business principles at PGE Group, including the application of the provisions of PGE Group’s Code of Ethics.
- carrying out preventive anti-fraud actions, in particular with regard to combating corruption, money laundering and financing of terrorism.
- supporting the organisation in terms of:
- fostering good employer-employee relations,
- managing conflicts of interest,
- ensuring the transparency of processes, in particular as regards projects and investments, trading in energy (electricity, heat and gas) and related products, and procurement,
- ensuring the protection of competition and consumers, environmental protection and IT security.
PGE Group’s compliance management system is based on the guidelines of ISO 19600 Compliance Management Systems (CMS), which was replaced in April 2021 by the new ISO 37301:2021 Compliance Management Systems certifiable standard with a number of requirements. Work is currently under-way to prepare for a system review and adapt to the detailed requirements described in the new standard.
The system is also consistent with the standards set by the Warsaw Stock Exchange: “Recommended standards for a compliance management system with respect to counteracting corruption and a whistleblower protection system in companies listed on the markets organised by the Warsaw Stock Exchange”, as well as with the Universal Declaration of Human Rights, the standards of the International Labour Organisation and the obligations of the United Nations Global Compact.
The PGE Group has an organizational structure dedicated to the performance of Compliance tasks. In PGE SA, it is the Compliance Department, whose director reports directly to the Audit Committee of the PGE Supervisory Board. The companies and branches of the PGE Group appoint Compliance Coordinators who report to the head of the Compliance Department in PGE SA with respect to the performance of their tasks. These persons are also provided with an appropriate direct reporting path to the Management Board of a given company. Currently, there are 52 Compliance Coordinators in the PGE Group.
The Compliance Management System in the PGE Group comprises the Corporate Centre and 21 direct subsidiaries of PGE SA, actively conducting business activities.
In indirect subsidiaries, the Compliance system is implemented through their supervisory companies. The implemented solutions apply to all employees of the PGE Capital Group and other persons performing work for the Group, regardless of their positions.
The implementation and continuous improvement of anti-corruption solutions and mechanisms is an element of strengthening the efficient and effective organisation of PGE Group, maintaining compliance with anti-corruption regulations, following the Warsaw Stock Exchange’s standards in the area of anti-corruption, meeting and promoting the highest ethical standards and transparency in business.
- revised the Anti-Corruption Policy, also addressed to external stakeholders, indicating, inter alia, the commitment to prevent corruption, key anti-corruption principles, responsibilities regarding their observance and how to respond to suspected irregularities in this regard; and
- new General Procedure – Counteracting Corruption in PGE Group, replacing the previous Anti-Corruption Policy, binding on employees and persons acting for and on behalf of PGE Group companies, specifying in detail the tasks, roles and responsibilities with respect to counteracting corruption in the Group.
- anti-corruption regulation addressed and communicated to external stakeholders, thus implementing the recommendations from the „Recommended Standards for a Compliance Management System for Anti-corruption and a System for the Protection of Whistleblowers in Companies Listed on Markets Organised by the Warsaw Stock Exchange”,
- clarifying the responsibilities of individual organisational units,
- reference to the WSE’s anti-corruption standards and the CBA’s anti-corruption guidelines (in the latter case, to the extent relevant to the company),
- requirement to ensure that reviews, including, inter alia, analyses of transactions and financial flows, potential errors and deviations, are carried out at least once a year to verify that no corrupt funds are operating within the companies’ structures,
- clarifying the rules of cooperation with business partners (e.g. exercising due diligence in verifying information on possible proceedings and/or convictions, considering, depending on the situation of termination of cooperation, additional supervisory measures, caution in meetings with these partners, good practice in documenting meetings),
- inclusion of 'ethics clauses’ and rules for their application in the appendix to the General Procedure – Counteracting Corruption at PGE Group
- consistency of approach to training – validity for three years for all staff, plus in-depth/dedicated training for selected groups – depending on needs and specificities,
- amendments concerning the avoidance of conflicts of interest.
Preventive actions and education of groups working in areas most exposed to risks significant to the organisation are an element of building a safe, transparent and business-efficient working environment. Such activities allow these people to avoid dangerous situations and react appropriately in the event of their occurrence, thus positively influencing the performance of the company and PGE Group.
As part of the implementation, the Internal Supervision Department has identified groups of PGE SA employees particularly exposed to the risk of corruption.
In the Compliance Assessment, most companies of PGE Group declare that they have also identified groups particularly exposed to the risk of corruption, mainly including persons from the areas for which extended anti-corruption training was dedicated in the previous version of the anti-corruption regulations and/or the areas specified in the Procedure, i.e. primarily in the following areas: purchasing, trade, supply of raw production materials, retail sales, investor relations, communication, administration, human resources management, accounting and bookkeeping, as well as persons from other areas, maintaining business relations with business partners as part of their tasks. Most companies in the Compliance Assessment also declare that measures have been taken to inform these persons that they belong to a group with a higher risk of corruption.
The implementation of business gift rules serves the purpose of transparency of decision-making processes in relations with business partners, as well as reducing the risks of irregularities and/or abuses within these relations, in particular the risks of actions contrary to the provisions of generally applicable laws. This action also follows the guidelines of the „Recommended Standards for a Compliance Management System for Anti-Corruption and Whistleblower Protection in Companies Listed on Markets Organised by the Warsaw Stock Exchange SA, 2018.” It is recommended that the company develops and applies an internal policy or regulation that sets out the general standards and rules for the provision and acceptance of occasional gifts (including invitations), including those of a marketing nature. It is also recommended that the company designates in the Anti-Corruption Code rules for the creation of a detailed register of all gifts, including invitations, given or received by company employees.
In December 2020, an amendment to the rules for giving and receiving gifts was implemented in PGE Group, under which the following changes were introduced:
- it was established that gifts received are recorded only when their value exceeds PLN 200 gross, i.e. when they are one of the types of conditionally permissible gifts. The rules for keeping records of gifts given remained unchanged,
- the responsibility of gift recipients is clarified,
- records of gifts received are kept by the company’s compliance department or another designated organisational unit, ensuring that the information is accessible to Compliance on an on-going basis. records of gifts given may be kept by another designated organisational unit within the company, also with access for Compliance,
- a prohibition is introduced on giving gifts to persons exercising public functions in situations that could give the impression of a corrupt transfer of a financial advantage,
- between the companies of PGE Group, only the exchange of gifts of symbolic value and participation in traditional, jubilee or industry celebrations, such as „Barbórka”, and during important holidays is permitted, subject to gifts presented at such events.
The amended rules on gifts have been implemented in all companies. Companies report gifts received and given to the Compliance function on a quarterly basis, indicating the information or lack of gifts to be recorded in the period.
Everything we do in the field of anti-corruption is not just about adopting rules but about actually implementing them through specific organisational solutions. This is the result of a shared effort by the entire organisation supported by Compliance. Constantly raising employee awareness and building an organisational culture based on integrity are an important element at every stage of this process.
Improving the process of avoiding conflicts of interest
The prevention of conflicts of interest serves to ensure that decisions in PGE Group companies are made on the basis of merit criteria, in a transparent manner and in accordance with the best interests of PGE Group.
- guidelines of the „Recommended standards for a compliance management system concerning anti-corruption and protection of whistleblowers in companies listed on the markets organised by the Warsaw Stock Exchange.”,
- „Best Practices of Companies Listed on the WSE 2021”,
- additionally, to the extent relevant to PGE SA, the „CBA Anti-Corruption Guidelines for Public Administration” apply.
- PGE Group’s Code of Ethics of – the principle „We do not tolerate corruption and dishonest behaviour”,
- PGE Group’s Anti-Corruption Policy,
- General Procedure – Counteracting Corruption at PGE Group,
- work regulations applicable to some of the employers operating within PGE Group (e.g. PGE SA).
- the submission of declarations of interest (in accordance with the applicable model) by employees and other persons (except when another formal solution of identical or broader scope is applied (e.g. a provision in the contract),
- in the case of new employees, the statement is forwarded to the Human Capital Management Department for signature. Signature of the declaration is expected within the first 3 months of employment. quarterly training sessions are held for staff where the issue of conflict of interest is discussed,
- placing the statement in the employee’s personnel file, next to the contract, and in companies using SAP HCM, also marking in a dedicated field in SAP HCM, in order to better monitor the status of the statements made,
- the use of additional contractual clauses regarding the avoidance of conflicts of interest in contracts for consultancy and legal services.
In order to implement a uniform standard of conduct in Group companies, guidelines for prevention of conflict of interest were developed for implementation in the companies. The guidelines include, among others, the recommendation to implement solutions concerning the avoidance of a conflict of interest in the situation of a change of employer within PGE Group, changes in employees’ work and pay conditions, and in civil law contracts, with particular consideration given to contracts for services which are particularly exposed to the risk of a conflict of interest.
To promote awareness of the issue of conflicts of interest, as well as an increasing understanding of the purpose and approach to avoiding it, the following activities were carried out in 2021:
- internal communication to employees (publications in: company magazine, PGE Group newsletter, Lunch and Learn workshops),
- keeping up-to-date records of enquiries, replies and actions taken,
- on-going support to companies from the Compliance Department of PGE SA with regard to queries and doubts received.
|Individual communication activities in companies. Task completed in 2021|
|Continued the process of collecting declarations of interest, implemented reporting in this regard|
|Developed and implemented guidelines and improvement measures regarding behaviour in the area of avoiding and managing a conflict of interest for PGE Group companies|
|Revised and clarified the rules on avoidance of conflict of interest in the General Procedure – Anti-corruption and revised the content of declaration of absence of conflict of interest.|
|Amended the form „Application for change of conditions of employment” by adding a provision confirming that the employee’s declaration of no conflict of interest is up to date, in order to ensure that in the event of a change of position and/or organisational unit, the declaration of no conflict of interest previously submitted to the employee’s personal file remains valid. This reduces the risk that a conflict of interest could arise after a change in the terms and conditions of employment and that the obligation to notify the employee of such a situation would not be fulfilled|
|Applied additional conflict of interest clauses to consultancy and legal services contracts|
|Consideration of provisions in civil law contracts|
Information security management
PGE Group takes a responsible and comprehensive approach to the security and protection of personal data. PGE Polska Grupa Energetyczna SA as a corporate centre provides:
- functioning of a coherent organisation of the personal data protection area in PGE Group,
- continuous development of the data protection standard,
- minimising the risk of data protection violations while maintaining the required quality standards and the interests of PGE Group,
- compliance with personal data protection regulations, including first of all separateness and independence of particular companies in PGE Group as personal data controllers.
PGE SA took steps towards an effective and standardised organisation of the data protection area already in 2017 by establishing a program aimed at implementing new EU regulations and developing principles for their operationalisation in PGE Group companies. All companies participated in the program as independent personal data controllers. As part of the work, the legal and organisational requirements for effective organisation of the data protection area were collected, taking into account the diversity of individual entities in the Group, the characteristics of individual business segments and the security measures applied in data protection. In effect, all companies received model data protection documentation in order to adapt it to the business and organisational conditions of a given company and implement it for use. As part of the program, a number of trainings and workshops were organised, and tools were developed to facilitate the management of the personal data protection area and to meet the accountability principle expressed in GDPR.
The data protection management strategy adopted in 2017 is still in place. The main objectives in managing data protection in PGE Group are as follows:
- ensuring the robustness of personal data protection through identification of strategic areas for personal data protection management in PGE Group companies and their proper management,
- taking measures to optimise the protection of personal data,
- organising the work of companies in carrying out their duties as controllers or processors,
- standardisation of internal regulations in the area of personal data protection in PGE Group, taking into account the specificity of operation of individual companies and guaranteeing transparency of the data protection process,
- raising awareness in the area of personal data at PGE Group level using internal communication tools (IPK, newsletters, legal alerts, joint training actions at PGE Group level),
- close cooperation between Personal Data Protection Officers (DPO) in individual companies in the form of PGE Group DPO Forum.
Mechanisms for obtaining advice on ethical issues
The structure of PGE Group’s compliance management system includes Compliance coordinators at PGE SA and PGE Group companies. One of their roles is to consult ethical concerns related to compliance with internal regulations such as Code of Ethics, Code of Procedure for PGE Group Companies’ Business Partners, anti-corruption regulations.
Employees and other stakeholders have the right and duty to report alleged incidents of non-compliance, including suspected or occurring irregularities. Everybody can be a whistleblower, in particular an employee, consultant, contractor, subcontractor or supplier. This is a person who reports irregularities, information on suspicion or occurrence of a non-compliance incident, the consequences of which may be detrimental to PGE Group companies. Report may relate to criminal and corrupt activities, violations of employee rights or conflicts of interest.
- the immediate superior,
- the relevant compliance unit,
- the email address: firstname.lastname@example.org,
- using the hotline at + (48) 22 340 12 02,
- and by post to the Director of the Compliance Department at the following address: ul. Mysia 2, 00-496 Warsaw, with an envelope marked as “for the attention of Compliance Officer”, including anonymously,
- and through a staff notification form in the „Compliance” section of the internal Intranet site.
- in special cases – to the Supervisory Board of PGE SA by sending an email to: rada_nadzorcza_PGESA@gkpge.pl
Individuals who report non-compliance are granted the whistleblower status and are protected. A whistleblower may not face retaliation from employees, other persons or the employer for reporting a non-compliance event.
The organisational units, managing the documentation concerning reported persons, containing personal data collected in the framework of non-compliance incident reports, process such documentation with particular care, in a way that complies with the provisions on personal data protection and relevant internal regulations, including guaranteeing personal data security and only authorised access to them.
The register of cases is maintained internally in the Compliance Department. In 2021, approximately 37% of reports on suspected irregularities at PGE Group companies concerned the area of human rights, broadly defined. These reports concerned, for example, the form of communication between employees or between employees and their superiors, team atmosphere, work culture, conflicts in teams. Some of the reports may have resulted from the situation related to the pandemic and its impact on mutual relations at work.
PGE Group’s Code of Ethics and the Code of Conduct for Business Partners of PGE Group companies refer to issues related to human rights, including child labour. Risks related to compliance with human rights, such as discrimination in employment, mobbing and harassment, employment of children, “black market” employment, employment in dangerous conditions, are eliminated by using a permanent employment contract as the basic form of employment, ensuring the highest standards of organising a safe working environment, objective and non-discriminatory criteria of hiring and promoting employees. Respect for diversity is understood in terms of race, gender, sexual orientation, age, culture, marital status, as well as religious and political beliefs, freedom of membership in social and professional organisations. PGE also fulfils all obligations related to the protection of health and life in the workplace.
The same standards of observing human rights are expected of business partners of PGE Group companies; therefore, contracts with business partners include ethical clauses regulating this issue, and business partners declare that they have familiarised themselves with the principles described in the Code of Conduct for Business Partners of PGE Group Companies.
The Code of Conduct for Business Partners prohibits partners from using child labour in any form. Where minors are legally employed, they may only perform light work that does not endanger their life, health or development and does not impede the fulfilment of compulsory schooling. The content of the Code of Conduct for Business Partners, updated in 2021, additionally strengthened the provisions on the prohibition of forced labour by business partners of PGE Group companies and their subcontractors.
Compliance training is a continuous and important part of the compliance process. The training ensures that employees and other persons are properly informed about applicable regulations and practical examples of their application. Training sessions are conducted by designated employees on the basis of materials consistent for PGE Group, including hands-on examples. In spite the pandemic situation, training sessions are continued in formulas which take into account the current restrictions. Training sessions are documented.
In 2021, compliance training at PGE Group included:
This training is mandatory for all new employees in companies where the compliance management system is implemented. The scope of the training covers basic compliance issues necessary in the first days of starting work or cooperation with a PGE Group company. It is conducted once for each person.
This training is mandatory for all new employees in companies where the compliance management system is implemented. The training takes place within 3 months of commencing work or cooperation with a PGE Group company. As a rule, it is conducted in-class (i.e. directly), in the form of interactive workshops (during the pandemic with the use of available means of communication, i.e. remotely). E-learning courses are also used. The validity of the training is 3 years. After this period, it is repeated as refresher training. After the first training session, participants submit a declaration confirming that they have read and understand the content provided and that they undertake to observe it. The training program on the Code of Ethics includes, inter alia, a discussion of the application of the values and principles adopted by PGE Group and the observance of human rights, attitudes and behaviours expected of everyone working for PGE Group. The effect of their application is visible in the process of achieving the Group’s established strategic goals.
Training on the anti-corruption regulations in place at PGE Group, just as training on PGE Group’s Code of Ethics, is mandatory for all new hires in companies where the compliance management system is implemented. This training is also conducted within 3 months of commencing work or cooperation with a PGE Group company. The validity of this training is 3 years, after which it is repeated as refresher training. After the first training session, the participants submit a declaration confirming that they have familiarised themselves with the contents provided and undertake to observe them.
The training program comprehensively covers anti-corruption issues, especially: its legal definition, forms of corruption including: bribery or conflict of interest, as well as detailed anti-corruption rules in force at PGE Group. The training also encompasses examples of practical application of these principles in everyday work.
In addition, depending on the needs, knowledge on anti-corruption may be supplemented with dedicated, in-depth anti-corruption training, taking into account the specifics of the area and the scope of risks and responsibilities in the field of anti-corruption, specific to individual positions and/or areas. In 2021, as part of such dedicated training, a training course was held: „Problems in implementing IT projects, including public procurement,” the aim of which was to build a culture of security in procurement procedures. The training was conducted by representatives of the Central Anti-Corruption Bureau. The course was attended by employees from the area of purchases and IT from the PGE Group.
Implementation of the Compliance program in 2021
The main tasks approved in the 2021 Compliance Program for PGE Group companies included:
- Approving and implementing amendments to the documents on counteracting corruption in at PGE Group (i.e. Anti-Corruption Policy and General Procedure for Counteracting Corruption);
- Conducting a series of refresher training sessions on the Code of Ethics and anti-corruption;
- Carrying out educational activities on avoiding and managing conflicts of interest (guidelines, articles, L&L);
- Cooperating in the preparation of a legal guide with the Department of Law and Corporate Management (on a monthly basis);
- Preparing for the entry into force of Directive (EU) 2019/1937 of the European Parliament and of the Council on the protection of persons who report breaches of Union law (Whistleblower Protection Directive);
- Implementing an AML Procedure for PGE Group and conducting monitoring at PGE Synergia sp. z o. o. and PGE Energia Ciepła S.A. in this area;
- Developing a group regulation (Policy) against harassment and discrimination.
Most of the above tasks have been completed in full.
PGE S.A. had 10 main tasks planned in the Compliance Program for 2021, comprising 65 sub-tasks. 92% of the planned tasks were completed in 2021, including all tasks from the following objectives:
- carrying out the Compliance Management process;
- Compliance Academy for training;
- organisation and resources of the compliance management system;
- practical implementation of the elements of the Code of Ethics into the functioning / implementation of business processes of PGE Group companies (operationalisation of the Code of Ethics);
- anti-fraud measures (other than corruption);
- countering corruption and conflicts of interest (training activities included in the Compliance Academy);
- Compliance monitoring.