APPROACH TO MANAGEMENT

In 2018 Agora S.A. adopted a comprehensive system of ethics including Agora Code of Ethics, and implemented an internal whistleblowing protocol. As a part of these proceedings Agora conducted an ethics audit and introduced a confidential whistleblowing system and the function of Compliance Officer.
In 2019 a gap in the compliance system was identified, recommendations were developed and further steps were suggested and the process of building a comprehensive compliance system for Agora Group was continued.

A comprehensive system of ethic was adopted by Agora S.A., comprising: Agora Code of Ethics, internal policies and regulations, external industry codes, Compliance Officer and a whistleblowing system. Communication and education of employees are two other elements crucial for maximum system effectiveness in this aspect.

Agora Code of Ethics is an internal document, addressed to all employees and collaborators of Agora. While the document sums up all previously adopted internal and external regulations in the areas of ethics and anti-corruption, its main role is to describe all principles and behaviours are encouraged and expected by Agora and those the company deems wrong or unacceptable.

 Agora Code of Ethics is an internal document, addressed to all employees and collaborators of Agora. While the document sums up all previously adopted internal and external regulations in the areas of ethics and anti-corruption, its main role is to describe all principles and behaviours are encouraged and expected by Agora and those the company deems wrong or unacceptable. A set of indications and values, it is a manifestation of a responsible and transparent approach in the following areas, each representing consecutive section of the document:

• DIVERSITY IN THE WORKPLACE – describes the main workplace principles: cooperation, equal treatment of all employees and collaborators as well as mutual respect;
• FAIR EXTERNAL RELATIONS – specifies what constitutes fair external relations and high ethical standards in dealing with clients, suppliers and contractors 
• RELATIONSHIPS TRANSPARENCY – covers transparency in the workplace, including in relations with business partners, suppliers and contractors, as well as employment in Agora in the context of other professional and political activities;
• COMPLIANCE AND ANTI-CORRUPTION – indicates methods for preventing fraud and corruption in the company;
• COMMITMENT TO THE REPUTATION OF AGORA ¬– outlines the principles of communication and presentation of information about the company and proper commitment to its reputation;
• INFORMATION SECURITY – outlines the handling of confidential information, trade secrets and personal data protection.

Agora Code of Ethics applies to all: employees, collaborators, executives of Agora S.A., regardless of their function or positions.

Agora Code of Ethics specifies all principles that should be observed by Agora’s employees and collaborators in relations with all stakeholders; compiles key documents with detailed instructions for specific areas; describes the whistleblowing system, including the contact details of relevant individuals who can offer assistance in ethical matters as well as advice on who can help in determining whether an action is in line with the codes an values of the company, plus a glossary of key definitions.

Management Board of Agora S.A. issued a recommendation according to which all entities of Agora Group are advised to adopt Agora Code of Ethics.

As a part of the ethics system Agora introduced Whistleblowing System Protocol in Agora S.A. and Whistleblowing Processing Protocol. The documents specify that every report is approached as confidential and the whistleblower is provided special protection, as well as that every report is important and shall be processed, and addressed as quickly as possible. However, in especially sensitive cases the processing might last 30 or more days.

The system includes internal and external channels for submitting questions and reporting on the misconduct of employees or collaborators. The system includes internal and external channels for submitting questions and reporting on the misconduct of employees or collaborators.

The following channels and forms of reporting cases related to workplace discrimination and mobbing are currently available in Agora:

• internal – confidential:
  
  • contacting the in-house anti-discrimination and anti-mobbing officer (e-mail)
  • contacting Agora’s Compliance Officer (e-mail etyka[@]agora.pl, phonecall or personal contact)
• external – confidential and anonymous
  
  • contacting an external Ethics Line (online platform, e-mail, telephone available between 7:00 and 18:00)

Any report, question or suggestion, submitted via the portal, e-mail or Ethics Line, reaches relevant experts who remain in contact with the whistleblower. The system ensures the whistleblower’s anonymity and the correspondence is encoded and only the experts of Ethics Line can access it. The information can be passed to Agora’s Compliance Officer upon the whistleblower’s express permission. Ethics Line provides assistance to Agora in solving reported cases.

Including

Twelve cases were registered via the Ethics Line most were suggestions (nine) and three were reports of misconduct in 2019. Some were reports that required verification and checking as potential cases of corruption, others were questions to which relevant answers were provided. Simultaneously, each case was directed to Agora’s Compliance Officer and Anti-Discrimination and Anti-Mobbing (5 reports). Reports relevant to workplace relations were described in the human rights and the workplace section of this report (five cases in 2019).

In 2019 Agora started developing a compliance system.

One of the measures taken by Agora was analysis of gaps in the compliance system and develop recommendations for Agora Group Compliance System.

The project included regulatory compliance (compliance with the law) as well as compliance with self-imposed codes (good practices and industry standards). Analysis of key areas of operations was conducted for compliance risks, current procedures and internal regulations were reviewed to identify gaps, and therefore compare the system currently in place with legal requirements and good practices and to develop recommendations. The document was formulated by a multi-sectional compliance team (Legal Department, Compliance Officer, Corporate Communications, Management Board) and representatives of the entities of Agora Group.

In 2019 Agora began developing a compliance system for the entire Agora Group and indicated the following priorities: introduce Policy of Accepting and Offering Gifts and Other Benefits in Agora S.A., controls / search protocol training, implement AML procedure, introduce compliance console and develop communication systems for compliance projects.

In 2020 Agora will continue developing its compliance system, including the following:

• Internal regulations (Agora Code of Ethics, Compliance Policy, internal procedures and manuals)
• Compliance Officer and Compliance Team
• Regular evaluation of non-compliance risk and updates of implemented compliance system 
• Whistleblowing system for reporting and processing reports of corruption and misconduct 
• Compliance Risks Charter, compliance monitoring in key areas of business operations
• Training and communications

PROCEDURES FOR PREVENTING MONEY LAUNDERING AND FINANCING TERRORISM

In 2019 Management Board of Agora S.A. adopted Procedure for Preventing Money Laundering and Financing Terrorism. The document determines rules and procedures for preventing money laundering and financing terrorism. This way Agora executes its obligations under the relevant laws. The procedures are observed by all participants of the activities involved in providing accounting services for clients. The procedures are mandatory and apply to relations with all clients. Every employee and collaborator is obliged to know the document. To this end Agora organized training and information meetings for our employees.

Agora Group also developed a document that specifies corporate governance principles for Agora and limited liability entities that belong to Agora S.A. capital group (Agora holds directly or indirectly over 50 percent shares). Corporate Governance Rules in Agora Group were addressed to Management Board of Agora, Directors of business segments of Agora S.A. and Members of Management Board and Council, General Meeting of Shareholders of majority entieties and lawyers of the capital group.
The purpose of the document was to present:

• Basic and selected aspects of the operations in Agora Group,
• Principles of handling potentially confidential information, 
• Principles for the operations of Management Board, Supervisory Board and General Meeting of Shareholders, 
• Competences, tasks and responsibilities of members and managing bodies, 
• Templates for key corporate documents. 

Our priority is to conduct operations respecting the law and due diligence. We take every precaution to prevent situations that might lead to corruption, bribery or fraud. Agora Code of Ethics specifies regulations in this area.

Agora is in the process of developing Agora Group Compliance System. The system aims to introduce regulations aligned with the standards recommended for compliance systems in preventing corruption and protection of whistleblowers in WSA listed companies.

In 2019 one incident was reported in which one of former employees of Agora exceeded his competence and could gain access to personal information of his colleagues. The investigation that ensued included analysis of risks. All employees potentially threatened by the situation were invited to a meeting and preventive measures were deployed.

No incidents of corruption or fraud were observed in Agora in 2018.

In the case of Agora Group, advertising ethics is related to our role as an advertiser as well as media publisher. This renders the issue particularly important for all our operations.