Fintecom Sp. z o.o. (formerly: England.pl Sp. z o. o.) was founded on 30.07.2010 as an enterprise in the form of a limited liability company, whose main type of activity is to provide money transfer services between Great Britain and Poland, and to other European Union countries, by passporting the money transfer service to all EU countries.
Fintecom Sp. z o. o. applies most corporate governance rules covered in the “Corporate Governance Rules for supervised institutions” recommended by the Polish Financial Supervision Authority – UKNF (the full document is available on the UKNF website).
The Company does not apply several standards recommended by the UKNF, which due to their excessive nuisance for the Company and disproportion in the light of the scale and nature of the Company’s operations, would be inadequate or too expensive to meet. In particular, the principles set out in Chapter 4 “Supervisory body” do not apply, as the Company has no Supervisory Board. The rules set out in Chapter 9 “Execution of Rights Resulting from Assets Acquired at Client’s Risk” are not applied as the Company does not acquire or manage assets at the client’s risk.
The corporate governance rules enforced by the Company were adopted by the Management Board of Fintecom Sp. z o.o. on December 30, 2014. These rules have been implemented by the Company since January 1, 2015 and are being successively updated.
Principles of corporate governance at Fintecom Sp. z o.o.
1. Company data:
Company: Fintecom Sp. z o.o.
Address: ul. Marszalka Pilsudskiego 45, 75-502 Koszalin, Poland.
Registration court: District Court in Koszalin, 9th Commercial Department of the National Court Register
KRS number: 0000362067
NIP (VAT identification number): 6692501424
Share capital: PLN 600,000.00
2. Organizational structure – Company’s bodies:
Pursuant to the provisions of the Commercial Companies Code affecting limited liability companies, and in accordance with § 11 of the Company Agreement, the Company’s bodies are: General Meeting of Shareholders and the Management Board. A Supervisory Board was not established in the Company.
Organizational chart of Fintecom Sp z o.o.
2.1. Shareholders’ meeting
General Meeting of Fintecom Sp. z o.o. operates based on the provisions of the Commercial Companies Code and the Company Agreement. Pursuant to § 12 of the Company Agreement, Shareholders’ Meetings are held at the Company’s headquarters (Koszalin) or in another place on the territory of the Republic of Poland, if all Shareholders agree to this in writing. The General Meeting of Shareholders may be ordinary or extraordinary. The Annual General Meeting should be held each year, no later than six months after the end of the Company’s financial year.
The General Meeting of Shareholders is convened by the Management Board.
The Annual General Meeting takes place within six months after the end of each financial year.
An Extraordinary General Meeting of Shareholders is convened if one of the Partners or the Management Board deems it advisable.
The Meeting of Shareholders may take place if each Partner has been notified in person (written confirmation required), by registered mail or courier, sent at least two weeks before the date of the Meeting of Shareholders.
Instead of registered mail or a letter sent by courier, the notification may be sent to the Partner by e-mail, if he/she has previously given his/her written consent, giving the address to which the notification should be sent.
Each share gives the right to one vote at the General Meeting of Shareholders.
Decisions are adopted by an absolute majority of votes and are valid if they were adopted at the General Meeting of Shareholders at which at least 3/5 (three-fifths) of shares were represented.
Decisions of the General Meeting of Shareholders regarding amendments to the Company’s Articles of Association, dissolution of the Company or the sale of an enterprise or a part of it are adopted by a majority of 2/3 (two-thirds) votes and are valid if they were adopted at the General Meeting of Shareholders at which at least 3/5 (three-fifths) shares were represented.
According to the content of the Company’s Agreement, decisions on excluding profit in whole or in part for distribution among Shareholders, and on allocating it to designated funds within the Company, should be made unanimously.
Competences of the General Meeting. These include:
- reviewing and approving the Management Board’s report on the Company’s operations, the financial statements for the previous financial year and acknowledging the fulfilment of duties by members of the Company’s governing bodies
- conditions regarding claims for compensation for damage caused when the Company was established or when exercising management or supervision
- distribution of profit or coverage of losses and allocation of profit to other funds
- election and dismissal of members of the Management Board as well as determining the remuneration for members of the Management Board and appointing the President of the Management Board
- increasing the capital or decreasing the Company’s share capital
- approving the Company’s development direction
- amendments to the Company’s Articles of Association
- dissolution and liquidation of the Company
- consenting to the sale and pledge of shares
- consenting to the sale and lease of the enterprise or its organised part and establishment of a limited property right thereon
- determining the amount and date of additional payments
- The General Meeting of Shareholders by means of a resolution decides on the allocation of pure profit
- The Shareholders’ Meeting has the competence to create special purpose funds, in particular:
- I) reserve fund,
- II) backup fund,
- III) social benefit fund.
The Fintecom Management Board operates based on the provisions of Commercial Companies Code (KSH) and the Company Agreement.
Composition, appointment, dismissal, expiry of the mandate of a Management Board Member
Pursuant to the Company’s Articles of Association, the Management Board may consist of 1 (one) to 5 (five) persons, including the President of the Management Board. Members of the Management Board are appointed for an indefinite period by the General Meeting of Shareholders. The Management Board member’s mandate expires upon dismissal. Members of the Management Board are appointed by the General Meeting of Shareholders. The Company Agreement does not limit the right to dismiss a Member of the Management Board to significant grounds. The mandate of a member of the Management Board also expires as a result of death and resignation.
The current composition of the Company’s Management Board
At present, the Management Board has three members. The Management Board consists of – the Chairman, Vice President and a Member.
Agnieszka Remus is the Chairman of the Board.
The Chairman manages the work of the Company’s Management Board and has high competences resulting from education and knowledge acquired during training, as well as many years of experience. As a person with an impeccable reputation, they guarantee the highest level of performance in their duties.
Management Board competences:
According to KSH The Management Board manages the affairs of the Company and represents the Company. Pursuant to the Company’s Articles of Association, the Management Board manages the Company’s assets and the affairs of the Company, as well as managing all of the Company’s operations. The scope of competence of a Member of the Management Board to conduct the affairs of the Company and to represent the Company applies to all court and out-of-court activities of the Company.
a) running the Company’s affairs:
Running the Company’s affairs should be understood primarily as making decisions on matters of the Company, decisions both legally significant and purely factual. It therefore covers both the performance of factual acts and the submission and acceptance of declarations of intent in internal relations. Company management consists of defining and implementing the right means of action to achieve the Company’s goal.
The Company Agreement states that The Management Board, without a distinct decision from the Shareholders, may take control of the rulings or incur obligations when their value exceeds twice the amount of the share capital.
b) Company representation:
The right to represent consists of the competence to carry out legal actions on behalf of the Company, which includes both substantive legal proceedings as well as procedural activities.
Pursuant to the Company’s Articles of Association, the right to represent the Company is vested in each member of the Management Board independently.
According to KSH in the contract between the Company and a Member of the Management Board and in a dispute, the Company is represented by a proxy appointed by decision of the General Meeting of Shareholders.
The proceedings of the Company’s Management Board are conducted in Polish, all Company documents are also prepared in Polish language.
Pursuant to the Commercial Companies Code, every partner has the right to take control (supervise).
3. Shareholder relations.
Fintecom Sp. z o.o. acts in the interest of all Partners while respecting the interests of clients. The Company provides all Partners with equal access to information and does not favourite selected Partners. Information is provided to shareholders in a reliable and thorough manner.
The Company’s shareholders interact with each other to achieve its goals and to ensure the security of the institution itself and the funds entrusted by Clients to provide services performed by the Company.
4. Employment and remuneration policy.
The Company operates a transparent remuneration and employment policy, which favours transaction security and fair development. The adopted policy favours honest and productive work. The remuneration increase policy ensures their constant real growth but always considers the financial situation of the Company.
5. Information policy.
Fintecom Sp. z o.o. conducts a transparent information policy regarding the Company’s services and activities, considering the needs of employees and clients. The Company’s information policy ensures protection of personal and transactional information of the Company’s clients in compliance with existing legal regulations.
6. Conducting information activities in advertising.
Clear and unambiguous information activities are also reflected in the advertising message, which must be reliable, not mislead the Clients and be respectful of generally applicable law and principles of fair trading. The advertising message should clearly indicate which product or service it concerns.
The Company guidelines for dealing with customer complaints are clear and transparent. These rules are described in the Regulations for the provision of services and described in more detail in the “Rules for handling complaints by England.pl“
The process of dealing with Clients’ complaints is conducted fairly, thoroughly and objectively and with regard for legal regulations, principles of fair trading and moral conduct. The content of the response to the complaint contains a full and comprehensive factual and legal justification. Fintecom Sp. z o.o. strives to amicably resolve any disputes with its Clients.
8. Internal control and risk management.
Fintecom Sp. z o.o. has an effective internal control and risk management system. The Internal Control Unit and Compliance Department are part of this system.
The control system ensures:
- the correctness of administrative and accounting procedures, as well as financial reporting and reliable internal and external reporting,
- compliance of activities with legal and internal regulations as well as considering supervisory recommendations.
As part of their duties, employees of Fintecom Sp. z o.o. are assigned appropriate tasks related to the implementation of internal control objectives. All matters related to counteracting money laundering and financing of terrorism are treated particularly strictly. The Internal Control Unit and the Company’s Management Board are responsible for the effectiveness of internal control and risk management.