Corporate governance disclosures
ESRS G1 Business conduct
The role of the administrative, management and supervisory bodies
The key role with regard to business conduct is played by the Management Board and Supervisory Board of the parent company in the Group – Enea S.A. The Management Board is responsible for, among others, adopting the most important documents for business conduct, such as the Enea Group Code of Ethics, the Enea Group Compliance Policy and the Enea Group Code of Conduct for Contractors and supervises their implementation.
The expertise of the Enea S.A. Management Board and Supervisory Board Members in the area of business conduct is disclosed in indicator ESRS 2 GOV-1.
Material topic: Ethics and corporate culture
Corporate culture
The Enea Group’s corporate culture is based on clearly defined company values, development strategy and objectives described in the Enea Group Code of Ethics.
The adopted standards regarding business ethics and transparency comply with the Standards recommended for the compliance management system on counteracting corruption and the whistleblower protection system in companies listed on markets organized by the Warsaw Stock Exchange.
The Enea Group Code of Ethics is a set of ethical principles and ideals which helps build enduring and transparent relationships with all the stakeholders. The companies from the Group are guided by the values defined by the Code in everyday contacts between each other and with the external environment,- thus building a modern and innovative power industry group. The fundamental values which are prevailing in the entire Group are as follows:
The ENEA Group Code of Ethics is an element of the Compliance system
Each employee should be familiar with its principles which shape individual attitudes and develop the organizational culture. The documents also shows how to behave in everyday situations, not always regulated by laws. Knowledge of provisions of the Enea Group Code of Ethics is transmitted to employees during training sessions, which are described in more detail in the following paragraphs.
Values and principles of the Code as well as ways of preventing breaches and paths of responding to such breaches by the Enea Group are implemented through internal regulations of the Group and normative acts of the companies such as the ENEA Group Compliance Policy, Rules for Offering and Receiving Gifts in the ENEA Group, Procedure for Reporting Breaches and Protecting Whistleblowers in Enea S.A.
The policies focusing on, among others, corporate culture and ethics, were made available on the Group’s Intranet and in the Document Libraries of Enea S.A. and its subsidiaries. The Group also attaches them to messages informing a candidate about being accepted for a job. In addition, brochures of the Enea Group Code of Ethics and the Enea Group Code of Conduct for Contractors can be found on the company’s public website.
In 2024, the major topics discussed as part of corporate culture included company values and the importance of the right feedback in business relations. These issues and the company’s plans for development are presented to employees during regular online meetings of the Enea S.A. Management Board with employees within the cycle of “Power Industry Talks”. Such meetings were held once a month, starting from September 2024.
Furthermore, the Enea S.A. Management Board meets on a quarterly basis with trade union representatives to discuss ongoing matters and the Group’s activities and provide information about current projects and plans for the future. A regular element of corporate culture is also care for an atmosphere conducive to involvement and encouraging employees to share knowledge and participate in team workshops or sports and cultural events. The encouragements are addressed to employees by email and also through information published in the Intranet.
In 2024, a pilot survey on feedback culture was carried out among employees of Enea S.A. Findings of the survey and planned measures to be taken in this area were presented to managers during a series of meetings. For 2025, similar meetings are planned with employees and calibration training courses, during which desired examples of conduct will be developed with reference to specific cases. In addition, it is also planned to organize training sessions and webinars on using techniques of providing feedback.
In 2024, the Enea Group provided training on business conduct to all employees and also, as part of onboarding, to persons starting work in the Group’s companies. The Groups employees undergo training every 2-3 years on average through an e-learning platform. For some manual workers, training sessions are organized on site.
Preventing corruption and procedures for reporting breaches
Issues of preventing corruption are regulated in the Enea Group Code of Ethics and described in detail in, among others, the Enea Group Compliance Policy, the Procedure for Reporting Breaches and Protecting Whistleblowers in Enea S.A., the Enea Group Code of Conduct for Contractors and in the Rules for Offering and Receiving Gifts in the Enea Group.
The Code of Ethics clearly expresses disapproval and an uncompromising position to any manifestations of corruption, including acceptance of bribes. The document forbids employees to derive and offer benefits on account of performed functions and emphasizes the importance of not accepting and not giving gifts which could affect objective performance of business duties. The Procedure undertakes the Enea Group’s Compliance Officer to present, on a quarterly basis, to an Enea S.A Management Board Member responsible for the Compliance area, statistical information about reports.
Furthermore, the Compliance Committee at Enea S.A. is obligated to present the Enea S.A. Management Board, every year, with information including the number of internal reports and the number of actual breaches, in accordance with the Register of Internal Reports maintained by the company.
In addition, LW Bogdanka S.A. adopted its own Anti-corruption Policy, which identifies legal and ethical standards which make it possible to conduct economic activities in a responsible and transparent manner. Issues of corruption are also included in the Lubelski Węgiel Bogdanka Group’s Code of Ethics, the Guidelines on Offering and Receiving Gifts at Lubelski Węgiel Bogdanka and the Compliance Policy of Lubelski Węgiel Bogdanka.
The Enea Group does not have a unified approach to the identification of functions exposed to the risk of corruption and bribery. Enea S.A. has recognized that all the Company’s employees, regardless of the performed function, are exposed to the same extent to the risk of corruption and bribery. LW Bogdanka S.A. has not identified functions with particular exposure to the risk of corruption and bribery. Enea Operator considered such functions to include individual in managerial positions who have the powers to incur liabilities for the company, as well as the company’s management board as strategic decision-makers.
Companies from the Enea Group systemically pursue effective communication about preventing corruption by adjusting ongoing activities to the special character of the companies and the employees’ needs. The Group implemented coherent and compulsory e-learning training courses about Compliance, rules of accepting and giving gifts and preventing corruption for all employees and persons starting work. Enea S.A. conducts two types of training courses connected with corruption:
- onboarding training for new employees conducted by sharing knowledge about the Compliance System in the Enea Group and focused on corruption and conflicts of interest and on rules of accepting and giving gifts.
- detailed anti-corruption training organized every two years for all employees and ended with a test of knowledge.
In addition, all regulations which include current anti-corruption provisions are available in Document Libraries of Enea S.A. and its subsidiaries. If Enea S.A. decides to introduce a new policy or amend the wording of prevailing principles, the employees are informed about it by email. All the company employees have access to business email. The Management Board Members have access to standard training courses in the area of preventing corruption; the training is not given to the Supervisory Board Members.
LW Bogdanka S.A. provides employees with constant access to an electronic database of internal normative acts, which also include the Anti-corruption Policy. As a result of each update of the document, the employees have to familiarize themselves with the introduced amendments. In addition, the fundamental principle of the company, namely “zero tolerance for corruption”, is communicated in documents published on the company’s website.
The other companies from the Enea Group inform their employees about anti-corruption rules through internal communication channels, posters, flyers in information showcases and email messages.
In accordance with the Procedure for Reporting Breaches and Protecting Whistleblowers at Enea S.A., breaches may be reported by:
The Procedure for Reporting Breaches and Protecting Whistleblowers at Enea S.A. makes it possible to report breaches by employees, temporary workers, persons working on another basis than an employment contract, including a civil law contract, entrepreneurs, commercial proxies, shareholders or partners, members of authorities of a legal entity or an unincorporated association, persons working under supervision and management of a contractor, subcontractor or a supplier, trainees, voluntary workers, apprentices, officers within the meaning of the Officers Retirement Benefits Act and soldiers within the meaning of the Homeland Defense Act.
Similar mechanisms and channels for reporting breaches are available in the other Group companies which have adopted their own procedures for reporting breaches and protecting whistleblowers, except for LW Bogdanka S.A., where these issues are regulated in the Procedure for Internal Reports and Follow-up Measures.
The provided information is reviewed promptly, independently and objectively. The standard time limit for reviewing reports is 3 months from the date of confirming receipt of an internal report. If no confirmation is provided, the time limit for reviewing an internal report is 3 months after a period of 7 days from the date of submitting the report unless the whistleblower failed to leave a contact address to which feedback should be given. In justified cases, the time limit for reviewing reports may be extended.
The Enea Group adheres to the principle that persons investigating a report must be independent of the chain of management involved in the matter. Pursuant to the Procedure for Reporting Breaches and Protecting Whistleblowers at Enea S.A., the Compliance Committee at Enea S.A. records a Report in the Register of Internal Reports of the Company and takes Follow-up Measures. Furthermore, the Compliance Committee at Enea S.A. prepares and regularly maintains the Register of Internal Reports of the Company. Similar documents are in force in the subsidiaries of the Enea Group, e.g. Procedure for Reporting Breaches and Protecting Whistleblowers at Enea Elektrownia Połaniec or Procedure for Reporting Breaches and Protecting Whistleblowers at Enea Ciepło – Headquarters.
At LW Bogdanka, pursuant to the Procedure for Internal Reports and Follow-up Measures, findings of conducted investigations are presented to a selected management board member and in cases involving management board members to the company’s supervisory board.
In 2024, there were no court proceedings which would rule that companies from the Enea Group breached anti-corruption and anti-bribery laws. Therefore, no fines were imposed in connection with such laws. Apart from the measures described in this part of this Report, the Group did not take any additional actions to address breaches in procedures and standards of anti-corruption and anti-bribery.
Data about incidents of corruption and bribery come from registers of breaches kept by the companies in accordance with the procedures for reporting breaches and protecting whistleblowers. For some companies, data are obtained from monthly reports of incidents in the Compliance area. Data about court proceedings come from registers of court cases maintained by the companies. The measurement of this metric has not been validated by an external body.
Protection of whistleblowers
Pursuant to the Whistleblower Protection Act, transposing the Directive (EU) 2019/1937 of the European Parliament and of the Council, the Enea Group, in its internal regulations, ensures complete protection to persons reporting breaches. The Procedure for Reporting Breaches and Protecting Whistleblowers at Enea S.A. clearly prohibits any retaliation and attempts or threats of retaliation.
The rule also applies to those who help provide information about breaches or information associated with whistleblowers. Measures to protect employees from own workforce who are whistleblowers from retaliation include prohibitions against termination or termination without notice of an employment contract, reduction of remuneration for work, withholding of promotion or omission from promotion, omission from granting non-salary work-related benefits or reduction of their amounts, transfer to a lower position or suspension from employment or business duties.
Hindering a whistleblowing report or unlawfully revealing the identity of a whistleblower is considered a violation of the core values and ethical principles of the Enea Group Code of Ethics.
Similar procedures are binding in the Enea Group’s subsidiaries, except for LW Bogdanka, where the issues are regulated in Procedure for Internal Reports and Follow-up Measures. The Procedure indicates to the company’s employees and its contractors what steps they should take to report illegal, unfair or unethical practices, including reasonable suspicion of their occurrence, and ensures that reported breaches are thoroughly investigated.
Material topic: Relationships with suppliers
The Enea Group’s approach to relationships with suppliers is presented in the Enea Group Code of Conduct for Contractors, which includes basic requirements for contractors and refers to the values and principles found in the Enea Group Code of Ethics. The document defines the Enea Group’s expectations regarding, among others:
Contractors confirm their acceptance of the Enea Group Code of Conduct for Contractors and undertake to abide by the principles contained therein in the course of bidding procedures and in while executing contracts. In the Enea Group’s view, the Code provides a basis for building long-term, honest and transparent business relationships, and mutual adherence to its principles is an expression of respect and partnership. In 2024, some companies from the Enea Group organized training courses on relevant regulations (including the Enea Group Code of Conduct for Contractors) for employees responsible for procurement. Risks related to supply chain include increased costs of verifying suppliers and reputation risks in the event of violations of the Enea Group Code of Conduct for Contractors or human rights by suppliers.
The issue of taking into consideration social and environmental criteria when selecting contractors is described in the Enea Group Procurement Policy1 The regulation implements the possibility of applying criteria other than price by the Group’s companies while selecting contractors, which includes taking into consideration:
- social aspects, including professional and social integration of the unemployed, the youth and the disabled,
- environmental aspects, including energy efficiency of the subject of contract.
¹ The Policy is in force in companies belonging to the Enea Group, except for LW Bogdanka S.A.
A different approach in this area is taken by LW Bogdanka S.A., which does not take into consideration social and environmental criteria when selecting a bid. However, by submitting a bid, the bidder undertakes to comply with applicable laws, including respect for human rights, labor laws, environmental laws and the provisions of the Code of Ethics of the Lubelski Węgiel Bogdanka Group by the bidder’s employees and subcontractors working in the field and/or under the company’s supervision.
In 2024, the Enea Group did not apply a uniform approach to monitoring and assessment of suppliers’ social and environmental activity. Issues concerning suppliers exposed to significant economic, environmental or social risks are regulated by provisions of, among others, the Enea Group Code of Conduct for Contractors, which make the participation in procedures dependent on the satisfaction of the expectations described in the Code.
Issues related to the management of relationships with suppliers, including the prevention of late payments, are regulated in the Enea Group Procurement Policy and the related Principles for Managing Payment Deadlines in the Enea Group Companies. In accordance with the adopted solutions, the Standard Payment Term is used in contracts executed with contractors, which is 30 days from the date of delivery of a payment document. In the Enea Group, there are no separate regulations for preventing late payments to small and medium enterprises.
The correctness of a contractor’s performance of a contract is subject to evaluation based on the Rules for evaluating contractors in the General Purchasing Procurement Area in the Enea Group. During the performance of a contract or prior to the evaluation, it is possible to conduct an audit or make a visit to the contractor by the contract coordinator or a substantive unit. Contractors may be subject to a periodic evaluation, which takes place after the end of the contract, or to an incidental evaluation, which takes place if the contractor fails to comply with the terms of the contract, causes a loss to the company or commits violations of the Code of Conduct for Contractors.
In connection with late payments, as at the end of 2024, there were 8 court proceedings pending against the companies from the Enea Group (the proceedings were not finally resolved as at the end of 2024).
Standard payment terms used in Enea Capital Group are payments with a 30-day payment term. 79.69% of payments made in the reporting period by the Group to suppliers were covered by such a term. The remaining payments were assigned a different term (e.g. 7, 14 or over 30 days). The average time to settle an invoice was 25 days.A representative sample of companies listed below was used to calculate the average time it takes for the Group to pay an invoice from the beginning of the contractual or statutory term of payment: Enea S.A., Enea Operator, Enea Trading, Enea Centrum, Enea Serwis, Enea Pomiary, Enea Oświetlenie, Enea Ciepło, Enea Nowa Energia, Enea Power&Gas Trading, Enea Elektrownia Połaniec, Enea Bioenergia, Enea Wytwarzanie and LWB. The companies included in the sample represent nine out of eleven companies with the largest sales revenues in the Group. The measurement of the meter has not been validated by an external body other than the assurance provider.
Apart from the activities described elsewhere in this section of this Report, the Group did not additional actions in the area of ethics and corporate culture.
In 2024, thee Enea Group took measures to adjust its organizational structure to dynamic changes in the market and perform energy transition. The measures included also the area of management of ESG matters. Since 1 September 2024, a new edition of the Rules and Regulations of Organizational Units of Enea S.A. has been in force. The Rules and Regulations define the internal organizational structure of the Departments and Offices existing within Enea S.A. and the detailed scopes of tasks within the structure of the company’s enterprise, as well as the responsibility and authority of management. As part of the introduced changes, the ESG Department was set up in the company, reporting directly to the Management Board Member for Corporate Matters. The aim of the ESG Department is to develop the Enea Group’s strategy in the area of ESG and CSR standards as well as its implementation and monitoring of its performance. The ESG Department is responsible, in particular in cooperation with the Controlling Department, for sustainability reporting and the preparation of relevant analyses and studies in the area of ESG.
The changes introduced in the company’s organizational structure in 2024 regarding the ESG area aim to adjust the Enea Group to comply with the requirements following from the CSRD Directive and other international, European and Polish sustainability laws and regulations, policies and standards.
In the reporting period, the Enea Group did not conduct any activity related to exerting political influence.
In 2024, some of the subsidiaries were members of industry associations. The purpose of such associations is, among others, to represent interests of the associated members, share knowledge among the members and develop best practices. The associations to which selected subsidiaries of the Enea Group belonged in 2024 are as follows:
- Polish Electricity Committee (PKEE),
- Polish Association of Thermal Power Engineering (PTEC),
- Polish Heating Sector Chamber of Commerce,
- Polish Power Plants Association (TGPE),
- Polish Chamber of Power Industry and Environmental Protection,
- Polish Association for Electricity Transmission and Distribution,
- European Distribution System Operators (E.DSO),
- EU DSO (Distribution Systems Operators) Entity,
- Energy Trading Association,
- Association of Accountants in Poland,
- Hydro Power Plant Society,
- Polish Wind Energy Association,
- Radom Region Chamber of Industry and Commerce.2
In the reporting period, no person was appointed to the Enea S.A. Management Board or Supervisory Board who had held a comparable position in public administration, including regulators, in the two years preceding such appointment. On 13 February 2025, a new member was appointed to the Enea S.A. Supervisory Board, who at the same time holds a comparable position in public administration (Director of Department in the Ministry of State Assets).
Data for this metric were collected by sending questions by Enea S.A. to the management boards of its subsidiaries. The Enea S.A. Management Board made a statement to the effect that it did not perform any the activities related to exerting political influence, including lobbying activities. The measurement of this metric has not been validated by an external body.
¹ resignation from membership was submitted on 24 July 2024