ESG
Corporate Governance
Business conduct
Business conduct policies and corporate culture
[G1-1] KOGENERACJA Group operates in an ethical and legal manner, and the implementation of the principles of corporate social responsibility and sustainable development is a key issue for the Group. The Group companies ensure that values such as partnership, development and responsibility are always part of the business development process, and this process is supported by internal regulations. The most important of them is the Code of Ethics, which is a practical guide enabling compliance with legal regulations, good customs, standards of conduct resulting from the organisational culture of the Group companies and generally accepted good practices.
The ethical values applicable throughout the PGE Group, including KOGENERACJA Group, are:
Principles applicable throughout the PGE Group, including KOGENERACJA Group, are:
When signing an employment contract, each employee undertakes to comply with the Code of Ethics, the Anti-Corruption Principles and signs a Declaration of no conflict of interest. Ethics and anti-corruption training is an element of the induction process for each new employee and refresher training is organised periodically every three years for all Group employees.
The Group has implemented documents expanding the scope of the Code of Ethics. The most important of them are:
The policies governing the Group’s operations apply to all areas of its operations. Each code, policy or regulation is approved by the Management Board after prior consultation with the directors of the individual departments. Information about the policies is communicated to employees, business partners and all interested parties via newsletters, e-mails, webinars, training sessions and on-site and online workshops. Additionally, employees have access to the Internal Normative Acts (WAN) database on the intranet.
In order to ensure the highest quality of services, an Integrated Management System (IMS) has been implemented, which ensures the consistency of internal and external documents with legal regulations and market standards, and thus the management of key processes in a comprehensive manner. The Independent Integrated Management Systems at KOGENERACJA S.A. and EC Zielona Góra S.A. are based on Environmental Protection Policy of PGE Group.
Integrated Management System standard adopted by the Group
The systems are monitored and audited by independent certification bodies. At the Parent Company the certificate is valid until 30 May 2025 and in the subsidiary the certificate is valid until 6 July 2027. The Management Boards of the companies are responsible for the proper functioning of the IMS.
KOGENERACJA Group focuses on maintaining and promoting the highest standards, respecting human rights in its activities and strengthening the ethics management system. This is a very important area, which is why the Group ensures compliance with its values and improves its approach to ethical issues by actively managing this area and building internal and external relationships based on mutual respect and trust. This area is important because it concerns the entire value chain, and human rights violations lead not only to financial and image losses, but are, above all, morally unacceptable.
Group companies apply due diligence procedures in line with the model set out in the UN Guiding Principles for Business and Human Rights:
The Group companies are committed to respecting and observing human rights, as well as to complying with the provisions and guidelines in recognised international legal standards such as:
The supervision and management of human rights and ethics issues has been entrusted to the Ethics Council which, with the support of the Compliance Department, monitors compliance with the provisions of the Code of Ethics, including respect for human rights, considers reported ethical violations, reports initiatives to revise the Code of Ethics, and organises and supervises training in the field of ethics and human rights.
In the event of a suspected violation of legal provisions or the principles contained in the Code of Ethics, any person may use the available information tools to report the violation. The mechanism for reporting wrongdoing and the protection of whistleblowers in the Group: Go to Own workforce [S1-3].
Management of relationships with suppliers
[G1-2] The basis for the Group's success are proper business relations based on mutual trust and integrity. The Group companies are aware that transparent and ethical business conduct, consisting in the application of the principles of legal compliance and supporting honest behaviour, is the basis for good relations and allows for the achievement of common goals. In the Code of Conduct for Business Partners applicable throughout the PGE Group, Group companies oblige their partners to apply the described principles of conduct in order to ensure compliance with ethical principles throughout the entire supply chain.
In accordance with the provisions of the Code, KOGENERACJA Group cooperates only with suppliers and business partners who conduct business activities in an honest manner, meeting social and environmental criteria. Relationships with subcontractors, business partners and suppliers are based on mutual trust, respect and professionalism. Purchases and orders are made based on transparent and objective principles, in accordance with applicable law and clearly defined internal procedures such as: Purchasing Policy of the PGE Group or the General Purchasing Procedure of the PGE Group.
The Group does not have a separate policy in place to prevent late payments. The Group companies carry out payment processes for liabilities in commercial transactions taking into account the provisions of the Act of 8 March 2013 on counteracting excessive delays in commercial transactions. In addition, the Group has introduced provisions into its existing internal regulations aimed at ensuring the efficient implementation of the payment process and minimising the risk associated with late payments.
The following apply within the Group:
These documents regulate the division of responsibilities and the scope of tasks performed by individual organisational units in processing accounting documents related to payments.
Prevention and detection of corruption and bribery
[G1-3] The Group has developed and implemented an Anti-Corruption Policy aimed at reducing the risk of corruption to a minimum. The document contains guidance on how to identify and avoid corruption. The management personnel of KOGENERACJA Group is responsible for the implementation and supervision of that policy, which fleshes out relevant provisions of the Code of Ethics and should be understood consistently with this Code and with the anti-corruption provisions of generally applicable law.
The guidance applies to all employees of the Group companies, regardless of position and length of service. All new employees are required to participate in anti-corruption training. The first basic training takes place within the first six months from the date of employment. Refreshment training is renewed at least every 3 years. Knowledge can be additionally supplemented as part of dedicated anti-corruption training addressed, among others, to people holding positions in areas potentially exposed to corrupt behaviour, such as: purchasing, administration or human capital management. The training is conducted by employees of the compliance units and internal trainers in the companies in the in-class formula, as well as via the e-learning internet platform.
Training is conducted according to the principles set out in the General Procedure – Counteracting Corruption. Training materials are developed by the Compliance area and adapted to the specific work environment of employees.
When taking up their duties, members of the Supervisory Board and the Management Board, in addition to the mandatory training, will also familiarise themselves with key documents extending the scope of the Code of Ethics, which they confirm in a declaration. The originals of the declarations are kept by the Department of Supervision and Management Systems.
The Group companies apply the principle of zero tolerance towards bribery and other forms of corruption. It is prohibited to give or receive inappropriate financial, personal or other inducements that could be considered as improper compensation. This type of prohibited inducements may include cash, gifts, entertainment, leisure travel, or other types of service.
Contacts with employees, partners and external customers are based on honesty. It is prohibited to accept or make offers that involve illegal benefits or to accept or give bribes. All stakeholders are treated equally. Purchasing plans are made based on objective criteria. It is unacceptable to accept or give gifts that are intended to influence business decisions. Anti‑corruption clauses are included in every contract with partners and clients. The Company has selected positions where a “zero gifts” policy applies.
At PGE Group, including KOGENERACJA S.A. and EC Zielona Góra S.A., there is a whistleblower function, i.e. a system for reporting wrongdoing: Go to Own workforce.
Incidents of corruption or bribery
[G1-4] In 2024, KOGENERACJA Group recorded no convictions or fines for violating anti-corruption or anti‑bribery regulations. Group companies identify risks of corrupt behaviours. The management personnel is responsible for practice, paying attention to and reacting to all situations that may give rise to corrupt behaviours. In addition, all employees undergo initial and refreshment training (at least once every 3 years) on issues related to counteracting corruption and conflict of interest and the principles included in the Anti-Corruption Policy.
Investigations into incidents related to corruption or bribery are conducted by the Compliance Coordinator (an impartial internal organisational unit within the meaning of the Whistleblower Protection Act), who submits a declaration of impartiality and undertakes to maintain the confidentiality of the investigation.
The Group did not identify any incidents related to corruption, nor any dismissals or penalties imposed on employees related to corruption or bribery. During the reporting period, there were no incidents concerning contracts with partners and no court cases related to corruption or bribery were brought against Group companies or their employees.
Payment practices in relation to late payments
[G1-6] The Group companies implement the payment monitoring and management process, including by using an advanced ERP system to monitor and automatically remind about invoice receipt and the need to process it.
Reports on timely payments and extended invoice processing times are generated periodically, and internal controls are carried out in this regard. The reports received are analysed by the accounting services, which can then use them to take appropriate corrective and optimising actions to minimise the risk of late payments.
As part of internal audits carried out periodically by the accounting services, the following reports are prepared:
Additionally, the Group companies prepare Reports on payment terms in commercial transactions for individual years, which are submitted to the Ministry of Development and Technology in accordance with the Act of 8 March 2013 on Combating Excessive Delays in Commercial Transactions.
To improve the purchase invoice circulation process:
In order to streamline the payment process, transfers for approved documents are prepared and sent to the bank sufficiently in advance to ensure their execution in accordance with the contractual deadlines. Occasionally, in justified cases, provided that the conditions required by the Group are met, it is possible to accelerate payment to a business partner by applying a discount.
The standard payment term is 30 days from the date of receipt of the document. Additionally, payment terms of 14 and 21 days from the date of issue of the document are applied.
| KOGENERACJA GROUP | |
For the year ended 31 December 2024 | |
|---|---|
| Average time the organisation takes to pay an invoice from the date when the contractual or statutory term of payment starts to be calculated (days) | 23 |
| Percentage of Group companies' payments adjusted to standard payment terms (%) | 79 |
As of 31 December 2024, the Group had 4 unresolved legal proceedings relating to late payments.