Current report: RB 13/2008 Topic: Report on non-aplication of some of the rules of “Best practices for companies listed at WSE” at „Chemoservis-Dwory S.A.”. Date: 2008-12-18 Legal ground: Art. 56 ust.1 pkt. 2 Act on Public Offering – current and periodical information.

Current report: RB 13/2008 

Topic: Report on non-aplication of some of the rules of “Best practices for companies listed at WSE” at „Chemoservis-Dwory S.A.”.

Date: 2008-12-18
Legal ground: Art. 56 ust.1 pkt. 2 Act on Public Offering – current and periodical information.


Message:

The Board of „Chemoservis-Dwory S.A.” („the Company”), according to par. 29 ust. 3 of the WSE Regulations hereby informs that the Company is not applicating and will not applicate the following corporate governance rules included in”Good practices for companies listed at WSE” document and accepted on July 4, 2007 by the resolution no 12/1170/2007 of the Board of WSE

Part II „Good practices applied by the Boards of listed companies”

CHANGE 1
Rule no 1. „The Company runs its corporate website which contains:”

point 4: Before: „information about the date and place of Shareholders Meeting, its order, drafted resulutions with justification, justification also other materials available  and connected with the Company’s shareholders meetings, at least 14 days before the date of the meeting.”

point 4: After: „information about the date and place of Shareholders Meeting, its order and drafted resolutions with justifications, and also other materials available and connected with the Company’s shareholders meetings at least 8 days before the date of the meeting.”

Justification:
This rule is not, and will be not applied in the part regarding the date of publication of drafted resolutions with justifications and other available materials connected with the shareholders meetings on the Company’s website. Date of publication of drafted resolutions with its appendices, at least 8 days before the date of meeting, as stated in par. 39 ust. 1 pkt. 3 in relation to par. 97 ust. 5 of Resolution of Ministry of Finance from October 19th,2005 on current and periodical reports published by the issuers of securities, is sufficient period enabling to familiarize with its content.

CHANGE 2
point 6: Before: "annual report from the Supervisory Board operations,
including work of its committees, including the evaluation of the work of the Supervisory Board transfered by the Supervisory Board and including internal control system and Company’s material risk management system."

point 6: After: "annual report from the Supervisory Board operations, including work of its committees, if created, including the evaluation of the work of the Supervisory Board transfered by the Supervisory Board.”

Justification:
The rules is not and will be not applied in the part relating to evaluation of internal control system and Company’s material risk management system. Due to the lack of internal control system and Company’s material risk management system that are adhered to the Supervisory Board competences, the Supervisory Board will not publish its evaluation of these systems.

CHANGE 3
Point 7: before: “shareholders questions relating to matters covered by the agenda, asked before and during the General Assembly, together with the answers to the asked questions.”

Point 7: after: POINT DELETED

Justification:
The principle is not and will not be used. The Company is not carried out a detailed record of the deliberations of the General Assembly, including all statements and questions. The inclusion of specific questions in the minutes of the General Assembly decided by the Chairman, based on the law and the Company Statute and Rules of the General Assembly, the urgency of the case and the legitimate demands of shareholders. Participants in the General Assembly, in accordance with the provisions of the Code of commercial companies have the right to make representations in writing which shall be annexed to the minutes. The Company considers that these rules sufficiently ensure transparency of General Assembly.

CHANGE 4
Point 11: before: “Company maintains a corporate website and include in it taken by the Management Board, on the basis of a statement a member of the Supervisory Board, information about the relationship with a member of the Supervisory Board representing the shares of a shareholder having not less than 5% of the total number of votes at the General Assembly of the Company”

Point 11: after: POINT DELETED

Justification:
This rule is not and will not be used by the Management Board, the Board since the Company does not receive such statements from members of the Supervisory Board in connection with the non-use of part 2 of number III framework.

CHANGE 5
Rule number 2: before: “The company ensures the existence of its website in English, at least to the extent specified in Part II, Item 1. This principle should be applied at the latest as from 1 January 2009.”

Rule number 2: after: RULE DELETED

Justification:
The provision is not and will not be used by the Management Board, the negative consequences that may bring a compliance with these rules may be insufficient for investors to access information about the Company and in respect of the rules on the conduct of the website in English, limited access to information for English-speaking investors. CHEMOSERVIS-DWORY S.A. advises that appropriate steps have been taken to align the Company web site to the requirements of Good Practice of Companies listed on the WSE. About the end of the adaptation process to the website of Good Practices of Companies listed on the Warsaw Stock Exchange CHEMOSERVIS-DWORY S.A. will inform in a separate current report.

CHANGE 6
Rule number 3: before: “The Management Board, before the conclusion of the contract by the Company requests the approval of the Supervisory Board for the transaction/contract. This transactions are subject to an obligation not typical, concluded under market conditions in the course of operations by the Company with a subsidiary in which the Company has a majority holding. For the purposes of this set of rules, the definition of a related company within the meaning of the Minister of Finance dated 19 October 2005 on current and periodic information submitted by issuers of securities.”

Rule number 3:after:  RULE DELETED

Justification:
The principle is not and will not be used. According to the Management Board of the Company covered by the existing provisions of law, in connection with the Statutes of the Company and rules of the Supervisory Board concluded a transaction agreements related are sufficient. The competencies of the Supervisory Board should be constant supervision over the activities of the Company, including regard to decisions on all the relevant contracts the Company, for the adoption of specific criteria in the Statutes of the Company the value of these contracts.

CHANGE 7
Rule number 5: before: “Draft of resolutions of the General Assembly should be justified, with the exception of resolutions on the order and formal, and resolutions that are typically undertaken in the course of Ordinary General Meeting. In view of the foregoing, the Board should provide a justification or ask the person requesting to place the matter on the agenda of the General Assembly to provide a justification.”

Rule number 5: after: RULE DELETED

Justification:
The principle is not and will not be used. Introduced the principle of the obligation to give reasons for the above resolutions of the General Assembly raises the possibility of a plea, that justification is not made for short or otherwise unsatisfactory shareholder. Driven by the minimization of risk associated with failure of this principle, the Management Board of the Company will present to justify the draft resolutions before and during the General Assembly to the interested shareholders.

Part III of "Good practices of Members of Supervisory Boards"

CHANGE 8
Rule 1: “In addition to activities listed in the law, the Supervisory Board shall:
Point 1: before: “once a year, prepare and present concise to the General Assembly an evaluation of the Company, including assessment of internal control and risk management system relevant to the Company.”

Point 1: after: “once a year, prepare and present concise to the General Assembly an evaluation of the Company.”

Justification:
The principle is not and will not be used in part on the evaluation of systems. Due to the lack of internal control and risk management system relevant to the Company, the Supervisory Board does not submit the General Assembly evaluate these systems.

CHANGE 9
Rule number 2: before: “Member of the Supervisory Board Management Board should provide information about relationship with the shareholder having shares representing not less than 5% of the total number of votes at the General Assembly. This duty applies economic ties, family or otherwise, which may affect the position of a member of the Supervisory Board on the Council."
Rule number 2: after: RULE DELETED

Justification:
The principle is not and will not be used. This rule is unnecessary in the context of the exclusion of a Member of the Board participate in the decisions of the Council in the event of a conflict of interest. Proper and sufficient under the applicable law is that the purpose and effect of the cause and wants to call a member of the Supervisory Board of their activities. This criterion is to work for the benefit of the Company and shareholders and the responsibility for any action to the detriment of the company or shareholders.

Legal basis of introduced changes: § 29 act 3, Rules of the Warsaw Stock Exchange S.A.