Management Board report on the activities of the CD PROJEKT Group and CD PROJEKT S.A. for the period between 1 January and 31 December 2022
(all figures quoted in PLN thousands unless indicated otherwise)
Statement regarding the implementation of corporate governance policies at the CD PROJEKT Group and CD PROJEKT S.A. in 2022
2
The statement regarding the implementation of corporate governance policies at the CD
PROJEKT Group and CD PROJEKT S.A. in 2022 is a supplement to the Management Board
Report on the Activities of the CD PROJEKT Group and CD PROJEKT S.A. in 2022.
Disclaimer: This English language translation has been prepared solely for the convenience of English-speaking readers. Despite all the efforts
devoted to this translation, certain discrepancies, omissions or approximations may exist. In case of any differences between the Polish and
the English versions, the Polish version shall prevail. CD PROJEKT, its representatives and employees decline all responsibility in this regard.
Management Board report on the activities of the CD PROJEKT Group and CD PROJEKT S.A. for the period between 1 January and 31 December 2022
(all figures quoted in PLN thousands unless indicated otherwise)
Statement regarding the implementation of corporate governance policies at the CD PROJEKT Group and CD PROJEKT S.A. in 2022
3
Disclosure of the set of corporate governance policies applicable
to the Issuer
CD PROJEKT S.A. (further referred to as the Issuer and/or the Company) is subjected to
corporate governance policies set forth in the 2021 Code of Best Practice for WSE Listed
Companies (an annex to the Stock Exchange Council resolution of 13/1834/2021 of 29 March
2021). This document can be accessed on the Warsaw Stock Exchange website at
https://www.gpw.pl/best-practice2021.
Information regarding the state of implementation of practices listed in the 2021 Code of Best
Practice for WSE Listed Companies is available on the Company website, in the “Corporate
Governance” tab at https://www.cdprojekt.com/en/investors/corporate-governance/.
Throughout 2022 the Company fully implemented most of the above-mentioned corporate
governance policies, with exception of the following policies.
I. Disclosure policy and investor communications
II. Management board and supervisory board
[2.1.] The company should have a diversity policy for the management board and the
supervisory board, adopted by the supervisory board or the general meeting
respectively. The diversity policy sets out diversity objectives and criteria in areas such
as gender, field of study, specialist knowledge, age and work experience, among
others, and indicates when and how the achievement of these objectives will be
monitored. In terms of gender diversity, the condition for ensuring the diversity of the
company’s bodies is that the minority participation in the respective body is no less
than 30%.
Clarification: Thus far, the Company has not implemented formal diversity regulations
related to its official bodies, which would be adopted by the Supervisory Board or the General
Meeting of Shareholders. Nevertheless, since 2018 a Diversity Policy has been in force at the
Company. Pursuant to this policy, a general non-discrimination principle applies to members
of the Management Board and Supervisory Board, as well as to all team members.
Furthermore, the Company is a signatory to the Diversity Charter, which prohibits workplace
Management Board report on the activities of the CD PROJEKT Group and CD PROJEKT S.A. for the period between 1 January and 31 December 2022
(all figures quoted in PLN thousands unless indicated otherwise)
Statement regarding the implementation of corporate governance policies at the CD PROJEKT Group and CD PROJEKT S.A. in 2022
4
discrimination and obligates its signatories to engage in activities which foster and promote
diversity. Diversity, equality and respect for human rights are all basic values enshrined in the
CD PROJEKT Group Business and Ethics Standards. In its annual non-financial reports the
Company provides diversity statistics related to age, gender and educational background.
[2.2.] The persons deciding on the election of the members of the company's
management or supervisory board should ensure the comprehensiveness of these
bodies by selecting diversity in their composition, making it possible, inter alia, to
achieve the target ratio of a minimum minority shareholding set at not less than 30%,
in line with the objectives set out in the adopted diversity policy referred to in principle
2.1.
Clarification: In line with existing practices at the Company, appointment of Management
Board and Supervisory Board members has been based on factors which include professional
experience, knowledge and education. Compliance with the presented policy depends on the
diversity of available candidates and the outcome of votes held by the Supervisory Board or
the General Meeting. As of the submission date of this statement, the Company does not
ensure minority involvement on a level greater than 30% with regard to gender, and cannot
ensure that in the future members of its Supervisory Board or shareholders who take part in
General Meetings will pass resolutions consistent with this policy.
[2.11.] In addition to its activities under the law, once a year the supervisory board
draws up an annual report and submit it to the ordinary general meeting for approval.
The report referred to above includes at least:
[2.11.5.] an assessment of the validity of the expenditure referred to in principle 1.5;
Clarification: Thus far, the Supervisory Board has not assessed the validity of expenditures
referred to in principle 1.5. Nevertheless, the Company declares that it will submit to the
Supervisory Board a request to perform such an assessment while preparing its next report,
following which the Company will be in compliance with this principle.
[2.11.6.] information on the extent to which the diversity policy is implemented in
relation to the management board and the supervisory board, including the
achievement of the objectives referred to in principle 2.1.
Management Board report on the activities of the CD PROJEKT Group and CD PROJEKT S.A. for the period between 1 January and 31 December 2022
(all figures quoted in PLN thousands unless indicated otherwise)
Statement regarding the implementation of corporate governance policies at the CD PROJEKT Group and CD PROJEKT S.A. in 2022
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Clarification: The Company has not adopted internal regulations related to diversity among
members of the Management Board and the Supervisory Board pursuant to principle 2.1.
Consequently, reports submitted by the Supervisory Board do not specify the extent to which
the diversity policy is implemented in relation to these bodies, including the achievement of
the corresponding objectives. Should the Company decide to adopt the corresponding
regulations, the Supervisory Board’s report will include information on the implementation of
the diversity policy in relation to the Management Board and the Supervisory Board itself.
III. Internal systems and functions
[3.1.] A listed company maintains effective internal control, risk management and
compliance systems and an effective internal audit function appropriate to the size of
the company and the nature and scale of its business, which is the responsibility of the
management board.
Clarification: The Company partially deviates from this principle insofar that it has not
established a distinct internal audit function. Internal control at the Company is implemented
on the basis of its existing managerial framework, including the finance and accounting
departments. Control processes include, among others, bookkeeping based on internal
systems deployed at the Company; analysis and validation of the generated results, including
in the context of internal projections and expectations, ongoing monitoring of expenditures
and contracts concluded by the Company, as well as assessment of the economic viability of
anticipated projects. Certain internal control processes are carried out by legal departments,
and – where development of videogames is concerned – by the Studio’s development team.
The Company also operates, as part of its IT department, an information security team. In
discharging its internal control obligations the Company also enlists the help of external
experts by commissioning independent audits of specific areas of its activity. A formalized risk
management process is in place at the Company, based on a Risk Management Procedure
instituted by a Management Board resolution. Risks are identified on an ongoing basis, based
on analysis of external and internal factors which may affect the likelihood of irregularities
arising in the course of the Company’s daily activities. Identification and monitoring of risk
factors is the responsibility of the Risk Management Committee, which comprises directors and
managers at the Company (referred to as risk owners). Regarding compliance monitoring, the
Company has instituted a Compliance Management Policy, which names a Chief Compliance
Officer. The Privacy and Compliance department – part of the Company’s legal team – is
Management Board report on the activities of the CD PROJEKT Group and CD PROJEKT S.A. for the period between 1 January and 31 December 2022
(all figures quoted in PLN thousands unless indicated otherwise)
Statement regarding the implementation of corporate governance policies at the CD PROJEKT Group and CD PROJEKT S.A. in 2022
6
responsible for ongoing monitoring of daily activities with regard to compliance, and for
discharging formal obligations incumbent upon the Company. A number of formal procedures
are in place, which uniformize control over key managerial and organizational processes within
each department. There is no distinct internal audit unit. The Company declares that should it
decide to establish such a unit as part of its organizational framework, it will comply with this
principle.
[3.3.] A company included in the WIG20, mWIG40 or sWIG80 index appoints an
internal auditor heading the internal audit function, who acts in accordance with
internationally recognised standards of professional practice for internal auditing. In
other companies where no internal auditor meeting the aforementioned requirements
has been appointed, the audit committee (or the supervisory board if it performs the
functions of an audit committee) annually assesses whether there is a need to appoint
such a person.
Clarification: There is currently no internal auditor or dedicated audit unit in place at the
Company. Thus far, the Supervisory Board report of the condition of the Company with regard
to consolidation did not identify the need to make such an appointment. Nevertheless, an
assessment will be included in the next Supervisory Board report.
[3.4.] Remuneration of risk managers, compliance officers and the head of internal
audit should be based on the fulfilment of assigned tasks and not on short-term
company performance.
Clarification: Base remuneration of risk managers and compliance officers is fixed and
follows existing market standards. No internal audit function has been disaggregated in the
Company’s structure as a distinct organizational unit; hence the Company is unable to
comment upon the remuneration provided to such a unit.
[3.6.] Those responsible for risk management and compliance report directly to the
president or another member of the management board.
Clarification: Thus far, internal audit has not been disaggregated in the Company’s structure
as a distinct organizational unit.
Management Board report on the activities of the CD PROJEKT Group and CD PROJEKT S.A. for the period between 1 January and 31 December 2022
(all figures quoted in PLN thousands unless indicated otherwise)
Statement regarding the implementation of corporate governance policies at the CD PROJEKT Group and CD PROJEKT S.A. in 2022
7
[3.7.] Principles 3.4 – 3.6 also apply to entities within the company's group that are
material to the company's business, if they have designated persons to perform these
tasks.
Clarification: The Company’s subsidiaries have restricted organizational frameworks which
are adapted to the size of each such entity. These frameworks do not include disaggregated
internal audit, risk management and compliance units.
[3.10.] At least every five years, a company included in the WIG20, mWIG40 or
sWIG80 index has its internal audit function reviewed by an independent auditor
selected with the participation of the audit committee.
Clarification: Given the lack of a distinct internal audit function, the Company has not
heretofore subjected it to review by an independent auditor. The Company declares that
should it decide to appoint an internal auditor, it will comply with this principle.
Internal control and risk management mechanisms pertaining
to preparation of financial statements and consolidated
financial statements
The management board of each company belonging to the CD PROJEKT Group is responsible
for instituting internal control systems at their respective companies and ensuring efficient
preparation of financial statements. Material supervision of the Company’s financial and
periodic reporting procedures is the responsibility of the Company’s Management Board. The
internal control system in place at the Company encompasses:
● Operational control;
● Bookkeeping and accounting based on internally deployed systems;
● Audits of financial statements performed by an independent auditor;
● Performance control, including projections, preparation of financial plans (including
with regard to cash flows) as well as financial analysis and monitoring KPIs;
● Electronic document flow and approval system;
● Ownership supervision.
Management Board report on the activities of the CD PROJEKT Group and CD PROJEKT S.A. for the period between 1 January and 31 December 2022
(all figures quoted in PLN thousands unless indicated otherwise)
Statement regarding the implementation of corporate governance policies at the CD PROJEKT Group and CD PROJEKT S.A. in 2022
8
In 2022 the Company’s accounts were managed by an internal accounting department,
charged with performing daily accounting services, bookkeeping, preparing statutory reports
and preparing additional reports for the Management Board, including separate financial
statements. Supervision of the preparation of financial statement is the duty of the Company’s
Chief Accountant and Chief Financial Officer.
Risk management is based on a formal Risk Management Procedure instituted by way of a
Management Board resolution. Risks are identified on an ongoing basis, based on analysis of
external and internal factors which may affect the likelihood of irregularities arising in the
course of the Company’s daily activities. Identification and monitoring of risk factors is the
responsibility of the Risk Management Committee, which comprises directors and managers
at the Company (referred to as risk owners). Risk related to preparation of financial statements
are mitigated in a variety of ways, including through deployment of IT security systems.
Financial data presented in the Issuer’s financial statements is derived mainly from a financial
and accounting system which is compliant with the Issuer’s accounting policies and with the
International Accounting Standards. Consolidated statements also include data submitted by
the Group’s subsidiaries.
The Issuer’s financial statement is submitted to the Management Board for verification. Once
approved by the Board, the statement is submitted to the Supervisory Board for actions
determined by the Commercial Companies Code, i.e., financial audits.
Annual financial statements are subject to audits and semi-annual statements are subject to
review carried out by an independent auditor contracted by the Supervisory Board. The report
on review of semi-annual financial statement is forwarded to the shareholders, and the report
on the audit of the annual financial statement is forwarded to the shareholders and the General
Meeting.
As the Issuer’s subsidiaries do not appoint separate Supervisory Boards, their separate
financial statements, once verified by the management board of each of the subsidiaries and
– whenever mandated by law – by an external auditor, are submitted for approval by the
Ordinary General Meeting of each subsidiary.
Management Board report on the activities of the CD PROJEKT Group and CD PROJEKT S.A. for the period between 1 January and 31 December 2022
(all figures quoted in PLN thousands unless indicated otherwise)
Statement regarding the implementation of corporate governance policies at the CD PROJEKT Group and CD PROJEKT S.A. in 2022
9
Shareholders who hold major share packages, whether directly
or indirectly
The following table summarizes formal notifications received by the Company in accordance
with the law, listing shareholders who hold – directly or indirectly - major share packages as
of 31 December 2022:
Shareholder
Number of
shares held
% of share capital
Number of votes
controlled
% of total
number of votes
Marcin Iwiński
12 873 520
12.78%
12 873 520
12.78%
Michał Kiciński
1
10 433 719
10.35%
10 433 719
10.35%
Piotr Nielubowicz
6 858 717
6.81%
6 858 717
6.81%
1. As disclosed in Current report no. 33/2021 of 26 May 2021.
As disclosed in Current report no. 41/2022 of 6 October 2022, the aggregate percentage
share of votes controlled by The Goldman Sachs Group, Inc. as a result of holding shares
(1.76%) and other financial instruments (5.02%) was 6.78% as of 3 October 2022. According
to the relevant notification obtained by the parent Company, The Goldman Sachs Group, Inc.
controls 1 775 065 votes from shares, 1 850 802 votes which may be gained in the exercise
or conversion of a financial instrument comprising securities on loan, and 3 201 447 votes
from other types of financial instruments.
Holders of securities which provide special control rights
All shares of CD PROJEKT S.A. are ordinary bearer shares which do not incorporate any special
rights, including control rights.
Limitations on the exercise of voting rights
Under the CD PROJEKT S.A. Articles of Association, a restriction attaches to the exercise of
voting rights by shareholders (or groups of shareholders which are either dominant or
subordinate with respect to one another) who control, individually or jointly (in the case of
Management Board report on the activities of the CD PROJEKT Group and CD PROJEKT S.A. for the period between 1 January and 31 December 2022
(all figures quoted in PLN thousands unless indicated otherwise)
Statement regarding the implementation of corporate governance policies at the CD PROJEKT Group and CD PROJEKT S.A. in 2022
10
groups of shareholders) more than 20% of the total number of votes incorporated by Company
shares. When a situation arises where a shareholder (or a group of shareholders) exceeds the
specified voting threshold, that shareholder (or group of shareholders) may only cast votes
from 20% of the total number of Company shares. The aforementioned restriction does not
apply to entities or groups of entities which jointly control more than 50% of votes as a result
of having purchased shares by way of a public offer to acquire all remaining shares of the
Company. Details are provided in §25a and §25b of the Company's Articles of Association.
Except for the above, no other limitations apply to the exercise of voting rights, including
temporal limitations on voting or other provisions under which, in cooperation with the
Company, ownership of securities is deprived of some rights incidental thereto.
Limitations on transferability of ownership rights to the Issuer’s
securities
The CD PROJEKT S.A. Articles of Association do not provide for any limitations on
transferability of ownership rights to the Issuer’s securities.
Rules regarding appointment and dismissal of management
members and determining their authority
Members of the Management Board of CD PROJEKT S.A. are appointed and dismissed in
accordance with the Commercial Companies Code and the Company Articles. The Management
Board is comprised of one or more members appointed and dismissed by the Supervisory
Board. A President of the Board may be designated. The number of Management Board
members and their responsibilities are determined by the Supervisory Board. Management
Board members are appointed for four-year terms.
Management Board competences include all matters related to management of the Company
not otherwise reserved to the General Meeting or the Supervisory Board in accordance with
the Commercial Companies Code and the Company Articles.
Supervisory Board approval, issued in the form of a resolution, is required when incurring
liabilities or purchasing or selling assets whose value exceeds 10% of the Company’s equity
Management Board report on the activities of the CD PROJEKT Group and CD PROJEKT S.A. for the period between 1 January and 31 December 2022
(all figures quoted in PLN thousands unless indicated otherwise)
Statement regarding the implementation of corporate governance policies at the CD PROJEKT Group and CD PROJEKT S.A. in 2022
11
as disclosed in its most recent financial statement, except where such activities concern sales
of Company products and services.
Should a Management Board consisting of more than one person be appointed, the right to
represent the Company appertains to any two members of the Management Board acting
jointly, or to any member of the Management Board acting together with a holder of a
commercial power of attorney (proxy). Should a sole Manager be appointed, that person may
represent the Company singlehandedly.
The Management Board of CD PROJEKT S.A. is not authorized to decide to issue shares. In
accordance with the existing law and with the Company Articles any issuance of shares and
increase in the Company’s share capital requires a suitable General Meeting resolution.
The Management Board of the Issuer is only authorized to purchase Company shares under
the specific provisions of the Commercial Companies Code governing the purchase of own
shares.
Disclosure of rules regarding amendment of the Issuer’s
Articles of Association
Any change in the Issuer’s Articles of Association requires a suitable General Meeting resolution
and a corresponding entry in the court register. Any announcement of a convocation of a
General Meeting whose agenda includes proposed amendments to the Company Articles
should include a description of existing statutory provisions as well as the full text of any
proposed amendments
1
. If the proposed amendments are sufficiently broad in scope, the
announcement may include the full text of the amended Articles, along with a summary of
newly introduced or altered provisions.
Amendments to the Company Articles require a three-fourths majority at the General Meeting
to enter into force. Additionally, any amendment which either increases benefits due to
shareholders or restricts the rights expressly granted to individual shareholders must be
approved by all affected shareholders
1
.
1.
Pursuant to the provisions of the Commercial Companies Code (art. 430 § 1, art. 402 § 2, art. 415 § 1, art. 415 § 3).
Management Board report on the activities of the CD PROJEKT Group and CD PROJEKT S.A. for the period between 1 January and 31 December 2022
(all figures quoted in PLN thousands unless indicated otherwise)
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In 2022 the Company Articles were amended with regard to:
a) §14 – concerning the scope of reports which the Management Board is obligated to submit
to the Supervisory Board,
b) §16 – concerning Supervisory Board approval required when a member of the
Management Board seeks appointment to the corporate bodies of an entity which is not
part of the Company’s Group,
c) §21 – concerning a resolution to investigate, at the Company’s cost, certain matters
related to the Company’s activities or assets, and to solicit analyses and opinions from a
selected consultant, pursuant to the provisions of the Commercial Companies Code.
These amendments were approved by the General Meeting which subsequently authorized
the Supervisory Board to prepare a consolidated text of the amended Articles incorporating
the aforementioned changes (Resolutions no. 22, 23 and 24 of 28 June 2022).
Scope of empowerment of the General Meeting, shareholder
rights and methods of exercising them
Throughout 2022, in accordance with the Commercial Companies Code, the Company Articles
and the General Meeting Regulations, the General Meeting may have been called on an
ordinary or extraordinary basis. The full text of the General Meeting Regulations is available
on the Company website at www.cdprojekt.com.
The General Meeting is called to order by the Chairperson or Deputy Chairperson of the
Supervisory Board. If neither is present, the General Meeting is called to order by the President
of the Board or by the person specifically appointed for this duty by the Management Board.
If none of the above-mentioned persons are present, the General Meeting may be called to
order by any of its participants.
The General Meeting Chairperson oversees the proceedings of the General Meeting in
accordance with the approved agenda, the Company Articles, the General Meeting Regulations
and any applicable legal constraints. The Chairperson is responsible for ensuring efficient
progress of the meeting, respecting the rights and interests of all shareholders.
Management Board report on the activities of the CD PROJEKT Group and CD PROJEKT S.A. for the period between 1 January and 31 December 2022
(all figures quoted in PLN thousands unless indicated otherwise)
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The General Meeting may approve the proposed agenda without changes, reorder its items or
remove some items under the condition that any resolution to strike an item from the meeting
agenda is well justified and stems from a compelling reason, and that the parties who originally
placed or demanded the placement of the given item on the agenda agree to the change. The
General Meeting may also add new items to the meeting agenda and discuss them without
voting on a resolution. Should the General Meeting approve a resolution to strike a given item
from the agenda, any motions made in relation to that item are left unresolved. The General
Meeting Chairperson is not authorized to single handedly strike items from the agenda or
change their order. Following a brief presentation of each item on the agenda, the General
Meeting Chairperson opens the debate, yielding the floor to each registered speaker in
succession.
The Chairperson may yield the floor to members of the Management Board, Supervisory Board
and experts invited thereby. The Chairperson announces the contents of motions and draft
resolutions filed by the entitled parties in relation to that item. Voting priority is accorded to
draft resolutions submitted by the entity which convened the General Meeting, or – when the
given agenda item was placed on the agenda by or upon request of another entity – to draft
resolutions submitted by that entity. Up until a vote has been called, the entity which originally
submitted the draft resolution may amend its contents.
In procedural matters the Chairperson may yield the floor to selected speakers outside the
order of submission. Procedural motions may concern the following: limiting, adjourning or
closing the debate, closing the list of speakers, adjourning the meeting, limiting the speakers’
time allotment or changing the order of voting. Procedural motions should be debated
immediately upon submission.
A Ballot Commission is appointed upon request of any shareholder entitled to participate in
the General Meeting. The Ballot Commission consists of three members, elected from among
persons entitled to participate in the General Meeting, with each shareholder allowed to
nominate one candidate, except for the original requestor, who is allowed to nominate three
candidates.
The company respects shareholders’ rights as set forth in the Commercial Companies Code
and the Company Articles.
Management Board report on the activities of the CD PROJEKT Group and CD PROJEKT S.A. for the period between 1 January and 31 December 2022
(all figures quoted in PLN thousands unless indicated otherwise)
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Composition of the Issuer’s management and supervisory
bodies and their committees in 2022
Management Board of CD PROJEKT S.A.
In 2022 the Management Board of the Company acted in accordance with the Commercial
Companies Code, the Company Articles and the Management Board Regulations. The
Management Board Regulations, as instituted by the Supervisory Board, are available on the
Company website at www.cdprojekt.com.
A change in the composition of the Management Board occurred in 2022. During the reporting
period the Management Board operated with the following members:
Name
Position
Adam Kiciński
President of the Board
Marcin Iwiński
1
Vice President of the Board
Piotr Nielubowicz
Vice President of the Board
Adam Badowski
Board Member
Michał Nowakowski
Board Member
Piotr Karwowski
Board Member
Paweł Zawodny
2
Board Member
Jeremiah Cohn
2
Board Member
1.
On 4 October Mr. Marcin Iwiński tendered his resignation from the position of Vice President of the Management Board for International
Affairs and Member of the Management Board, effective at end of day on 31 December 2022, and notified the Company of his intent to
seek appointment as Chairperson of the Supervisory Board of the Company on the day immediately following the day on which his
membership of the Management Board formally expires. On 20 December 2022 the General Meeting of Shareholders appointed Mr.
Marcin Iwiński to the Supervisory Board of the Company effective on 1 January 2023 (see Current report no. 38/2022).
2.
On 26 January 2022 the Supervisory Board of the Company adopted a resolution appointing Mr. Jeremiah Cohn and Mr. Paweł Zawodny
to the Management Board of CD PROJEKT S.A., effective on 1 February 2022 (see Current report no. 4/2022).
Management Board report on the activities of the CD PROJEKT Group and CD PROJEKT S.A. for the period between 1 January and 31 December 2022
(all figures quoted in PLN thousands unless indicated otherwise)
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The Management Board, acting in the interest of the Company, determines its overall strategy
and business objectives, submits them for approval to the Supervisory Board and subsequently
oversees their implementation. The Management Board is responsible for the efficiency and
clarity of managerial procedures in place at the Company as well as for their compliance with
legal regulations and best practices for WSE listed companies.
The Management Board Regulations stipulate that when the Board consists of multiple
persons, all Board Members are empowered and obligated to jointly oversee Company affairs.
Communication of an informal nature with other Company organs or external parties may be
conducted singly by any Board Member as long as such communication does not entail any
declarations of will on behalf of the Company. Meetings of the Management Board are
convened by the President of the Board on his/her own initiative or upon request of another
Board Member.
Management Board resolutions are recorded. Each Management Board resolution is issued in
the form of a separate document specifying the number of votes cast for the resolution and
the outcome of voting. Resolutions are signed by all Management Board members attending
the session during which the given resolution was adopted. In justifiable cases, in order to
facilitate business operations, the Management Board may adopt resolutions outside of
meetings, either in writing or via remote communication facilities enabling simultaneous
participation of all Management Board members. All resolutions adopted in this manner must
be presented at the nearest Management Board session, along with the outcome of voting on
each such resolution, and be duly included in the session’s minutes in the form of appendices.
Management Board meetings are minuted by the person appointed for this task by the meeting
chair. Meeting minutes must be signed by all attending Management Board members not later
than at the subsequent Management Board meeting.
Supervisory Board of CD PROJEKT S.A.
In 2022 the Supervisory Board of the Company acted in accordance with the Commercial
Companies Code, the Company Articles and the Management Board Regulations. The
Supervisory Board Regulations are available on the Company website at www.cdprojekt.com.
The composition of the Supervisory Board changed in 2022. During the reporting period the
Supervisory Board operated with the following members:
Management Board report on the activities of the CD PROJEKT Group and CD PROJEKT S.A. for the period between 1 January and 31 December 2022
(all figures quoted in PLN thousands unless indicated otherwise)
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Name
Position
Katarzyna Szwarc
1
Chairperson of the Supervisory Board
Piotr Pągowski
2
Deputy Chairperson of the Supervisory Board
Maciej Nielubowicz
Secretary of the Supervisory Board
Michał Bień
Supervisory Board Member
Łukasz Wejchert
Supervisory Board Member
1.
Dismissed from the position of Chairperson of the Supervisory Board by Supervisory Board resolution no. 1 of 20 December 2022, effective on 1
January 2023, and appointed Deputy Chairperson of the Supervisory Board, effective on 1 January 2023 (see Current report no. 59/2022).
2.
Tendered his resignation from the Supervisory Board on 4 October 2022, effective on 31 December 2022 (see Current report no. 39/2022).
On 20 December 2022 the Extraordinary General Meeting adopted resolution no. 3 appointing
Mr. Marcin Piotr Iwiński to the Supervisory Board for the duration of its current term of office,
effective on 1 January 2023. In conjunction with the above, on 20 December 2022 the
Supervisory Board of the Company adopted resolution no. 1 appointing Mr. Marcin Piotr
Iwiński as Chairperson of the Supervisory Board, effective on 1 January 2023 (see Current
report no. 59/2022).
The Supervisory Board oversees Company activities on a regular basis. A detailed list of
Supervisory Board competences is set forth in the Company Articles and the Supervisory Board
Regulations. Supervisory Board resolutions require a qualified majority of votes cast in the
presence of at least half the incumbent Supervisory Board Members. Voting is public, although
the Supervisory Board may institute secret ballots if requested by at least one Supervisory
Board Member and in matters specified in the CCC.
The Supervisory Board adopts resolutions at meetings. Each meeting is minuted, and the
minutes are signed by all Supervisory Board Members present at the meeting. Meeting minutes
are archived at the Company registered office.
The Supervisory Board is also authorized to adopt resolutions outside the meeting in writing
or using means of electronic communication, ensuring simultaneous communication among all
Supervisory Board members. Adopting a resolution in this manner requires that the
Management Board report on the activities of the CD PROJEKT Group and CD PROJEKT S.A. for the period between 1 January and 31 December 2022
(all figures quoted in PLN thousands unless indicated otherwise)
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corresponding draft resolution be presented to all members of the Supervisory Board, by
registered mail, personal delivery or e-mail. Adoption of a resolution is confirmed by drawing
up a protocol of adopting the resolution, signed by the Chairperson of the Supervisory Board
or the Secretary, immediately after the end of voting. Resolutions adopted in the manner
specified above must be entered into the minutes of the subsequent meeting.
CD PROJEKT S.A. Audit Committee
Acting in compliance with Art. 128 section 1 of the Act on Licensed Auditors, Audit Firms and
Public Supervision of 11 May 2017, on 11 October 2017 the Supervisory Board appointed an
Audit Committee.
The Audit Committee Regulations are available on the Company website at
www.cdprojekt.com.
Changes in the composition of the Audit Committee occurred in 2022. During the reporting
period the Audit Committee operated with the following members:
Name
Position
Michał Bień
Chairman of the Audit Committee meeting independence criteria under Art. 129
section 3 of the Act
1
Katarzyna Szwarc
2
Member of the Audit Committee meeting criteria under Art. 129 section 5 of the Act,
obtained while holding the position of the Chairman of the Supervisory Board of the
Company
1
Maciej Nielubowicz
Member of the Audit Committee possessing knowledge and skills in the area of
accounting or auditing financial statements, under Art. 129 section 1 of the Act,
acquired in the course of obtaining higher education and in the course of gaining
professional experience in other entities
1
Piotr Pągowski
3
Member of the Audit Committee meeting independence criteria under Art. 129 section
3 od the Act
1
Łukasz Wejchert
Member of the Audit Committee meeting independence criteria under Art. 129 section
3 of the Act
1
1.
Act of 11 May 2017 on licensed auditors, audit firms and public supervision.
Management Board report on the activities of the CD PROJEKT Group and CD PROJEKT S.A. for the period between 1 January and 31 December 2022
(all figures quoted in PLN thousands unless indicated otherwise)
Statement regarding the implementation of corporate governance policies at the CD PROJEKT Group and CD PROJEKT S.A. in 2022
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2.
A change in the composition of the Audit Committee was decided upon by the Supervisory Board pursuant to Art. 128 and 129 of the Act of 11
May 2017 on licensed auditors, audit firms and public supervision, due to changes in the composition of the Supervisory Board of the Company
during its current term of office. The Supervisory Board decided that effective on 1 January 2023 Ms. Katarzyna Szwarc would no longer hold
membership of the Audit Committee during the current term of office of the Supervisory Board (see Current Report no. 59/2022).
3.
Tendered his resignation from the Audit Committee on 4 October 2022, effective at end of day on 31 December 2022 (see Current Report no.
39/2022).
The Audit Committee is a standing committee which acts in compliance with the norms and
regulations applicable to the Company, including in particular the above-mentioned act. The
Audit Committee consists of at least three members, one of whom must be appointed its
Chairperson. The Audit Committee is elected by the Supervisory Board in an open ballot and
its term is equivalent to the term of the Supervisory Board. Audit Committee members must
be elected from among incumbent members of the Supervisory Board and must fulfill specific
criteria set forth in the Act on Licensed Auditors, Audit Firms and Public Supervision.
The Supervisory Board is empowered to appoint Audit Committee Members and to freely
dismiss them by adopting a suitable resolution. The term and mandate of the Audit Committee
expires along with the corresponding term of the Supervisory Board. The Audit Committee
fulfills duties specified in the act, and provides advice to the Supervisory Board in its area of
responsibility.
The Audit Committee is a collegial body and hold meetings prior to publication of any periodic
report by the Company or its Group. The Audit Committee Chairperson is authorized to
convene the meeting and specify its date. In exceptional circumstances an Audit Committee
meeting may be convened by the Chairperson or Deputy Chairperson of the Supervisory Board.
The person who convenes the meeting is also responsible for setting its agenda. Audit
Committee meetings are scheduled in the same manner as Supervisory Board meetings. The
Audit Committee issues decisions, opinions, motions, recommendations and reports which are
submitted to the appropriate bodies of the Company.
Audit Committee meetings are minuted. The minutes are signed by the Committee Members
participating in the meeting and submitted, along with any opinions issued by the Audit
Committee, to the Supervisory Board and Management Board.
The Audit Committee submits reports on its activities to the Supervisory Board. Each report
should include the composition of the Audit Committee and the number of meetings held
Management Board report on the activities of the CD PROJEKT Group and CD PROJEKT S.A. for the period between 1 January and 31 December 2022
(all figures quoted in PLN thousands unless indicated otherwise)
Statement regarding the implementation of corporate governance policies at the CD PROJEKT Group and CD PROJEKT S.A. in 2022
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during the given financial year. Reports should be submitted in a timely manner so as to enable
the Supervisory Board to include their content in its own annual report.
Three meetings of the Audit Committee were held in 2022.
Information concerning the entity authorized to perform audits
of financial statements
Permitted non-audit services
Over the course of 2022, the audit firm contracted to audit the Company's financial statements
provided the Company with permitted services other than audits of financial statements. This
was done on the basis of a decision by the Audit Committee of CD PROJEKT S.A. The
aforementioned services comprised an audit of the CD PROJEKT S.A. Supervisory Board report
on remuneration of members of the Management Board and the Supervisory Board for 2021.
Key assumptions of the adopted policy of contracting an audit firm to conduct an audit of
the financial statement
In accordance with the “Policy governing selection and rotation of entities charged with
auditing financial statements and procurement of other permissible services from entities
authorized to perform audits of financial statements" in force at CD PROJEKT S.A., the
competences of the Supervisory Board of the Company include selection of an entity
contracted to audit financial statements of the Company. The decision to select an entity
authorized to audit financial statements is issued in the form of a Supervisory Board resolution.
Based on Art. 130 of the Act of May 11, 2017 on licensed auditors, audit firms and public
supervision, the tasks of the Audit Committee include, among others, submitting
recommendations to the Supervisory Board regarding the selection, appointment, re-
appointment and dismissal of the statutory auditor as well as the terms and conditions for
establishing cooperation with statutory auditors. If it is necessary to select an entity authorized
to audit the financial statements of companies from the CD PROJEKT Group, the Audit
Committee carries out a formal procedure of selecting a statutory auditor through a tender
procedure, based upon the following rules:
Management Board report on the activities of the CD PROJEKT Group and CD PROJEKT S.A. for the period between 1 January and 31 December 2022
(all figures quoted in PLN thousands unless indicated otherwise)
Statement regarding the implementation of corporate governance policies at the CD PROJEKT Group and CD PROJEKT S.A. in 2022
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a) The Audit Committee indicates audit firms that meet the selection criteria and sends
them an inquiry. The inquiry is directed to at least 4 audit companies. The company
prepares tender documentation which: enables these companies to learn about the
activities of CD PROJEKT S.A. and the CD PROJEKT Group; contains an indication of
the financial statements subject to audit; it contains transparent and non-
discriminatory selection criteria that are used by the Company to evaluate offers
submitted by audit firms.
b) The Audit Committee performs an initial analysis of the bids and prepares a list of
potential candidates for the statutory auditor of financial statements of companies
belonging to the CD PROJEKT Group.
c) The Audit Committee carries out interviews and/or meetings with potential
candidates.
d) The Audit Committee may delegate or use the assistance of the Management Board
of CD PROJEKT S.A. in order to carry out the above activities.
e) The selection of the statutory auditor is made taking into account the principles of
impartiality and independence of the audit firm and the analysis of the works
performed by it in the Company, which go beyond the scope of the audit of the financial
statements in order to avoid a conflict of interest. The Audit Committee assesses the
independence of the audit companies that were on the list of potential candidates for
the statutory auditor of the financial statements of the companies of the CD PROJEKT
Group.
f) The Company and the Audit Committee take into account all findings or conclusions
contained in the annual report of the Audit Oversight Commission referred to in art. 90
sec. 5 of the Act, which may affect the selection of the audit firm.
g) The Company evaluates the bids submitted by the audit firms in accordance with
the adopted selection criteria specified in the tender documentation and prepares a
report containing the conclusions of the selection procedure approved by the Audit
Committee.
Management Board report on the activities of the CD PROJEKT Group and CD PROJEKT S.A. for the period between 1 January and 31 December 2022
(all figures quoted in PLN thousands unless indicated otherwise)
Statement regarding the implementation of corporate governance policies at the CD PROJEKT Group and CD PROJEKT S.A. in 2022
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h) The Audit Committee prepares a recommendation for the Supervisory Board. The
recommendation of the Audit Committee includes at least two audit firms with
justification and an indication of the Audit Committee's justified preference for one of
them.
i) The Supervisory Board selects an entity authorized to audit financial statements on
the basis of the Audit Committee's recommendations.
j) If the decision of the Supervisory Board regarding the selection of the audit firm
deviates from the recommendation of the Audit Committee, the Supervisory Board
justifies the reasons for non-compliance with the recommendations of the Audit
Committee and communicates such justification to the body approving the financial
statements of CD PROJEKT S.A.
In accordance with the adopted “Policy governing selection and rotation of entities charged
with auditing financial statements and procurement of other permissible services from entities
authorized to perform audits of financial statements”, the first audit agreement with an
auditing company is signed for a minimum period of 2 years with the possibility of extension
for subsequent periods, each of which must be at least two years long. In the event that the
recommendation of the Audit Committee regarding the selection of an entity authorized to
audit concerns the extension of the audit agreement, the Audit Committee may withdraw from
collecting offers from entities other than the entity with which it recommends extending the
agreement for the audit of financial statements.
According to the adopted principles governing rotation of statutory auditors, a key statutory
auditor may perform audit activities for a period not longer than 5 years, and the uninterrupted
duration of statutory audit engagements carried out by the same audit firm may not exceed
10 years. After the expiry of the maximum duration of the engagement, the audit firm does
not undertake the statutory audit of the Company for the next 4 years.
Management Board report on the activities of the CD PROJEKT Group and CD PROJEKT S.A. for the period between 1 January and 31 December 2022
(all figures quoted in PLN thousands unless indicated otherwise)
Statement regarding the implementation of corporate governance policies at the CD PROJEKT Group and CD PROJEKT S.A. in 2022
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Key aspects of the policy of procurement from the audit firm contracted to perform an audit,
entities affiliated therewith and members of the audit firm's network, of other permissible
services which do not involve auditing financial statements
The main assumptions governing procurement of permitted non-audit services from the audit
firm contracted to perform an audit are set out in the “Policy governing selection and rotation
of entities charged with auditing financial statements and procurement of other permissible
services from entities authorized to perform audits of financial statements” in force at CD
PROJEKT S.A.
In accordance with the adopted Policy, an entity authorized to audit financial statements may
provide companies of the CD PROJEKT Group with services other than auditing or review of
financial statements, which do not constitute prohibited services under Art. 5 sec. 1, second
paragraph of Regulation No 537/2014, and are included in the catalog of permitted services
referred to in Art. 136 sec. 2 of the Act and only to the extent unrelated to the tax policy of
the companies of the CD PROJEKT Group, after the Audit Committee assesses the threats and
safeguards to the independence of the audit firm and the key statutory auditor, and the Audit
Committee approves provisioning thereof.
Recommendation regarding the selection of an audit firm to perform an audit
The recommendation regarding the selection of an audit firm is prepared as a result of a
selection procedure organized by the Company in accordance with the applicable criteria.
On 24 February 2022 the Audit Committee issued decision no. 1 concerning a recommendation
to extend the contract with an entity authorized to perform audits, effectively recommending
that the Supervisory Board extend the existing contract with the licensed auditor in the scope
of auditing and reviewing separate and consolidated financial statements of the Company for
2022-2023, including attestation of their compliance with ESEF requirements, and statutory
audits of remuneration reports for 2022-2023.
On 9 March 2022 the Supervisory Board of CD PROJEKT S.A. adopted resolution no. 1
concerning selection of a licensed auditor to perform audits of financial statements. The
Supervisory Board voted to contract Grant Thornton Polska sp. z o.o. sp. k. with a registered
seat in Poznań, to carry out audits and reviews of separate and consolidated financial
Management Board report on the activities of the CD PROJEKT Group and CD PROJEKT S.A. for the period between 1 January and 31 December 2022
(all figures quoted in PLN thousands unless indicated otherwise)
Statement regarding the implementation of corporate governance policies at the CD PROJEKT Group and CD PROJEKT S.A. in 2022
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statements of the Company for 2022-2023, including attestation of their compliance with ESEF
requirements, and statutory audits of remuneration reports for 2022-2023.
Description of the diversity policy
The Company has adopted a Diversity Policy, which defines the basic values in relations with
team members, key managers and representatives of the Management Board and Supervisory
Board.
In line with the Diversity Policy, for all team members, including the Management Board, the
Supervisory Board of CD PROJEKT S.A. and among the Company's key managers the general
principle of non-discrimination of team members and bodies, is applied. The company has
pursued a policy of appointing competent, creative people with appropriate professional
experience and education to the group of authorities and key managers. Members of the
Management Board and Supervisory Board are educated in such areas as management and
marketing, finance, law and IT. All members of the Management Board of CD PROJEKT S.A.
also possess many years of experience in discharging managerial duties at the CD PROJEKT
Group.
In addition to the above, the Company is a signatory to the Diversity Charter, which prohibits
workplace discrimination and obligates its signatories to engage in activities which foster and
promote diversity. Diversity, equality and respect for human rights are all basic values
enshrined in Rules of the Game: Business and Ethics Standards at the CD PROJEKT Group.
This statement regarding the implementation of corporate governance policies at the CD
PROJEKT Group and CD PROJEKT S.A. was approved for publication by the Management Board
of CD PROJEKT S.A. on 30 March 2023 and signed on 30 March 2023, pursuant to Art. 52
section 3 item 2 of the Accounting Act of 29 September 1994 (JL 2023, item 120, as amended).
Management Board report on the activities of the CD PROJEKT Group and CD PROJEKT S.A. for the period between 1 January and 31 December 2022
(all figures quoted in PLN thousands unless indicated otherwise)
Statement regarding the implementation of corporate governance policies at the CD PROJEKT Group and CD PROJEKT S.A. in 2022
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