Corporate governance
2018
Statement of compliance with the corporate governance principles
Corporate governance policies and scope of application
Corporate governance principles included in the document titled “Best Practice for GPW Listed Companies 2016”
In relation to the Best Practice for GPW Listed Companies 2016 coming into force as of 1 January 2016, the Bank adopted the principles and recommendations contained in this document, with the reservation that recommendation IV.R.2., which concerns enabling the shareholders to participate in the General Meeting using electronic means of communication would not be applied, unless the General Meeting makes appropriate amendments to the Bank’s Articles of Association authorizing the Management Board to organize a General Meeting using electronic means of communication. The Bank applies recommendation IV.R.2 in part concerning the real-time broadcast of General Meetings of Shareholders. PKO Bank Polski SA enables participation by shareholders, who are interested in taking part in General Meetings of Shareholders, by setting convenient dates and times for such meetings. In 2018, no incidental breaches of the Principles occurred in the Bank.
The text of the Best Practice for GPW Listed Companies 2016 is publicly available on the official website of the Warsaw Stock Exchange.
Since 1 January 2016, information on the status of the Bank’s application of recommendations and principles included in the Best Practice for GPW Listed Companies 2016 is available on the Bank’s website. This information is prepared on the form provided by the Warsaw Stock Exchange and shows the detailed status of compliance or non-compliance with each of the recommendations and principles, and results directly from the application of principle I.Z.1.13.
Key activities undertaken by PKO Bank Polski SA in order to ensure compliance with the principles and recommendations included in the Best Practice for GPW Listed Companies 2016
The Bank continued activities aimed at ensuring that the recommendations and principles contained in this section of the Best Practice are applied as broadly as possible, both in the area of communication with investors and enabling them to use modern communication channels, and in the area of information policy and providing the required information by its publication on the website and in reports.
PKO Bank Polski SA maintains regular contact with investors, using various means of communication preferred by investors. Questions can be asked by e-mail, by telephone or during face-to-face meetings with the Bank’s representatives.
In 2018, as part of the organization of the Bank’s Annual General Meetings, materials to be submitted to the General Meeting were published on the Bank’s website, including, among other things, assessments, reports and positions submitted by the Supervisory Board of the Bank, justifications for all draft resolutions, in particular resolutions pertaining to matters and decisions of significant importance or potentially giving rise to any doubt of the shareholders. Information about the planned transmission of a General Meeting was published no later than 7 days before the date of the General Meeting. Audio or video recordings of General Meetings of Shareholders of the Bank are also available on the Bank’s website.
Principles and recommendations contained in this section were complied with. Both the Management Board and the Supervisory Board adopted the Best Practice for GPW Listed Companies 2016.
In particular, persons, who have high qualifications and experience are appointed to the Bank’s Management Board and Supervisory Board. The internal allocation of responsibilities for individual areas of activities to Members of the Management Board is published on the Bank’s website. The introduction to duties and succession planning is stipulated in the policy adopted by the Supervisory Board in respect of appropriateness of Members of the Management Board.
In 2018, the functions on the Bank’s Management Board were the main area of professional activity of Members of the Bank’s Management Board.
In 2018, Members of the Supervisory Board devoted the time necessary to perform their duties. Nine meetings of the Supervisory Board of the Bank were held in 2018.
In accordance with the Best Practice for GPW Listed Companies 2016, the required number of Members of the Board met the independence criteria. In accordance with their declarations, 8 out of 10 Members of the Supervisory Board are independent. Additionally, persons performing the function of Chairs of the Audit Committee met the independence criteria.
The Supervisory Board prepared and presented to the Annual General Meeting the requisite assessment of the company’s standing, in consideration of internal controls’ assessment, risk management, compliance and internal audit functions, and a report on the activities of the Supervisory Board. Additionally, the Supervisory Board prepared and presented to the Annual General Meeting an assessment of the manner of fulfilment of information duties by the Bank with respect to the application of corporate governance principles, and an assessment of the rationality of the policy pursued by the Bank with respect to sponsorship and charity activities. In 2018 the Supervisory Board examined and gave a positive opinion on the draft resolutions of the Annual General Meeting presented to the General Meeting convened for 18 May 2018.
The regulations and practices binding in PKO Bank Polski SA fully satisfied the requirements specified in the section of Best Practice for GPW Listed Companies 2016.
In particular, the Bank’s organizational structure is adequate to the size and nature of activities, as well as risk incurred. Independent units responsible for the performance of tasks in individual systems or functions, or parts thereof, were separated.
Relevant internal regulations of the Bank describe the Management Board’s responsibility for the internal control system and risk management system, direct subordination of persons responsible for risk management, internal audit and compliance, the possibility of reporting directly to the Supervisory Board or the audit committee, the application of independence principles with regard to the manager of the internal audit function and other persons responsible for that function.
In accordance with the requirement of the Best Practice for GPW Listed Companies 2016, the effectiveness of systems and functions is verified and monitored.
In respect of the organisation of the General Meetings of Shareholders, the Bank decided not to apply the recommendation which concerns enabling the shareholders to participate in the General Meeting of Shareholders using electronic communication, unless the General Meeting of Shareholders makes appropriate amendments to the Bank’s Articles of Association. This decision was taken in consideration of the organizational and legal risk related to this method of communication.
Within the remaining scope, in the opinion of the Bank, General Meetings of Shareholders were arranged in compliance with the requirements of the Best Practice for GPW Listed Companies 2016.
In particular, the Bank endeavoured to ensure that, as far as possible, Annual General Meetings of Shareholders are held within a reasonably short period from the publication of the annual report.
The place and date of the Annual General Meeting of Shareholders convened for 18 June 2018 was set to allow the greatest possible number of shareholders to participate. Draft resolutions of the Annual General Meeting of Shareholders were prepared and presented together with the justification thereof.
The dividend date and the dates of dividend distribution were determined so as to make sure that the period separating them was no longer than 15 business days.
The Bank also ensured a public broadcast of the Annual General Meeting during the AGM of 18 May 2018 (also, after a break, on 18 June), and allowed the media to be present.
The internal regulations of PKO Bank Polski SA guarantee compliance with the recommendations and principles included in the Best Practice for GPW Listed Companies 2016. The Bank has regulations on conflict of interest management, including carrying out professional or other activities which might cause a conflict of interest. The rules of the Management Board and Supervisory Board define the principles for excluding members of these authorities from participation in the examination of matters involving conflicts of interest. If a situation that could lead to a potential conflict of interest has occurred, the persons concerned are obliged to disclose the situation.
Moreover, the Bank has internal regulations in place for monitoring and restricting the possibilities of receiving benefits or gifts which could affect the independence and objectivity of decision makers or have an adverse effect on the independence of opinions and judgements.
The rules of the Management Board and of the Supervisory Board stipulate the possibility of voicing a votum separatum with a justification to the resolutions passed by Members voting against a resolution.
Transactions with related parties and significant shareholders are concluded on an arm’s length basis, in accordance with consistent and uniform policies, based on the Bank’s internal regulations. Furthermore, the Bank’s Articles of Association stipulate that the Bank cannot conclude a significant agreement with a shareholder holding at least 5% of the total number of votes at the Bank, or with a related entity, without the prior approval of the Supervisory Board. This requirement shall not apply to standard transactions or transactions concluded on an arm’s length basis in the course of the Bank’s normal operating activities, if they are concluded with members of the Bank’s Group.
The Bank follows the principles of the Best Practice for GPW Listed Companies 2016 with respect to remuneration. In accordance with the requirements thereof, the Bank’s Directors’ Report includes a report on the remuneration policy comprising elements specified in the Best Practice for GPW Listed Companies 2016 and the regulation on current and periodical information.
In the Bank’s opinion, the remuneration policy is connected with the strategy as well as with short- and long-term goals, long-term interests and financial results, and takes into account the solutions necessary to avoid discrimination on whatever grounds. The Bank also assesses the policy in this respect.
The remuneration of Members of the Bank’s Management Board and its key managers is directly linked to the Bank’s financial situation and the growth of its value through appropriate bonus targets and payment deferral and suspension mechanisms, as well as the relevant financial instrument used to settle part of the remuneration.
The remuneration of Members of the Supervisory Board is not linked to any options, other derivatives or any other variable factors, nor is it dependent on the Bank’s results.
Additionally, the Nominations and Remuneration Committee functions within the Supervisory Board of the Bank.
The Bank accepted for use the “Principles of Corporate Governance for Supervised Institutions” (adopted by the Polish Financial Supervision Authority on 22 July 2014) with respect to the competencies and obligations of the Management Board, i.e. managing the Bank’s affairs and its representation, in compliance with the generally binding laws and the Bank’s Articles of Association, with the provision that paragraph 8, section 4 of the Principles, insofar as it relates to allowing the shareholders the possibility of participating in the meetings of the decision-making authority electronically, will not be applied unless the General Meeting of Shareholders makes appropriate amendments to the Bank’s Articles of Association authorizing the Management Board to organize the General Meetings of Shareholders using electronic means of communication. Chapter 9 of the Principles, concerning the managing of assets at the customer’s risk, will not be applied due to the fact that the Bank does not conduct such activities.
The Bank’s Supervisory Board adopted for use the “Corporate Governance Principles for supervised institutions” concerning the responsibilities and obligations of the Supervisory Board, i.e. supervising the conduct of the Bank’s affairs in compliance with the generally binding laws and the Bank’s Articles of Association.
In resolution no. 50/2015, the General Meeting of Shareholders of the Bank declared that, acting in line with its competencies, it will follow the “Principles of corporate governance for supervised institutions” issued by the Polish Financial Supervision Authority, although it ruled out the application of the principles set out in:
- § 8 section 4 of the Principles, within the scope pertaining to ensuring the possibility of the electronic participation of shareholders in meetings of the decision-making body;
- § 10 section 2 of the Principles, with respect to the introduction of personal rights or other special rights for shareholders;
- § 12 section 1 of the Principles pertaining to the responsibility of shareholders for immediate recapitalization of the supervised institution;
- § 28 section 4 of the Principles with respect to assessing by the decision-making body whether the determined remuneration policy promotes the development and security of the institution supervised.
Waiving the application of the principle set out in § 8 section 4 was in line with the prior decision of the Annual General Meeting of Shareholders of PKO Bank Polski SA of 30 June 2011, reflected in not adopting the resolution on amendments to the Articles of Association of the Bank, the aim of which was to enable participation in the General Meeting through electronic means of communication. The decision not to apply this principle was taken because of the legal and organizational-technical risks, which could jeopardize the proper conduct of the General Meeting. The application of other “Principles of Corporate Governance for supervised institutions” was waived based on the presentation of these proposals by an eligible shareholder of the Bank – State Treasury.
In accordance with the justification presented by the State Treasury together with the proposed draft resolution of the Annual General Meeting of Shareholders, waiving the application of the principle specified in § 10 section 2 and § 12 section 1 was justified by the uncompleted process of the Bank’s privatization by the State Treasury.
Waiving the application of the principle set out in § 28 section 4 was justified, in accordance with the motion of the State Treasury, by the excessive scope of the remuneration policy in question, subject to the assessment of the decision-making authority. In the opinion of the above mentioned shareholder, the policy for remunerating employees who perform key functions but who are not members of the supervisory and management authorities, should be assessed by the employer or the principal, i.e. the Bank represented by the Management Board, the activities of which are supervised by the Supervisory Board.
The text of the Principles is published on the Polish Financial Supervision Authority’s website.
Controls in the process of preparing financial statements
PKO Bank Polski SA has an internal control system functioning as part of the Bank’s management system. Designing, implementing and ensuring the functioning of the adequate and effective internal control system is the responsibility of the Bank’s Management Board. The Supervisory Board supervises the implementation and the functioning of the internal control system, and monitors, on a regular basis, and assesses its adequacy and effectiveness, including control functions, compliance unit, and the internal audit unit. The Supervisory Board assesses the internal control system based on agreed assessment criteria and taking into account information provided by the Bank’s Management Board, Supervisory Board Audit Committee, compliance unit and the internal control unit, findings of the statutory auditor and finding resulting from supervisory activities of responsible institutions, as well as other information and documents material from the point of view of adequacy and effectiveness of the internal control system. In this respect, the Supervisory Board is supported by the Supervisory Board Audit Committee that is responsible, in particular, for the monitoring of the effectiveness of the internal control system.
The objectives of the internal control system are as follows:
- ensuring the efficiency and effectiveness of the Bank’s operations;
- reliability of the financial reporting;
- compliance with risk management principles in the Bank;
- compliance of the Bank’s activities with the generally binding legal regulations, internal regulations of the Bank, supervisory recommendations and market standards adopted in the Bank.
The internal control system is arranged at the Bank on three independent levels (lines):
- the first level (line) consists of organizational structures of the Bank that carry out operational activities, in particular: sales of products and customer service, as well as other organizational structures of the Bank that perform risk-generating operational tasks and operate under separate internal regulations of the Bank;
- the second level (line) is composed of activities of the compliance unit, as well as identification, measurement, control, monitoring and reporting of risks, and threats and irregularities – tasks are performed by specialized organizational structures operating under applicable policies, methodologies and procedures; the purpose of these structures is to ensure that the activities implemented at the first level are properly designed and effectively reduce the risk, support risk measurement and analysis and business effectiveness;
- the third level (line) is internal audit, which carries out independent audits of elements of the Bank’s management system, including the risk management system and the internal control system. The internal audit operates separately from the first and second level.
The internal control system in the Bank comprises:
- control function;
- compliance unit;
- independent internal audit unit.
The control function ensures compliance with controls relating, in particular, to risk management at the Bank; this function covers all of the Bank’s units, and the organizational positions in these units responsible for the performance of tasks allocated to this function.
The control function consists of:
- controls;
- independent monitoring of controls;
- reporting within the framework of the control function.
PKO Bank Polski SA separates, and then the Management Board of the Bank approves a list of material processes, and ensures the performance of regular reviews of the processes functioning at the Bank, in view of their materiality.
The compliance unit is an organizationally independent unit that plays a key role in ensuring compliance and management of non-compliance risk understood as risk legal sanctions, financial losses, or loss of reputation, if the Bank, the Bank’s staff or entities acting on behalf of the Bank fail to comply with the universally applicable provisions of law, internal regulations, or market standards adopted by the Bank. The objective of the compliance unit is developing solutions aimed at ensuring compliance, and non-compliance risk management, as well as identification, assessment, control, monitoring and reporting of this risk at the Bank.
The internal audit carries out independent and objective assurance and advisory activities. The assessment of individual areas of the Bank’s operations is carried out in a systematic and organized manner. Suggestions and recommendations issued in order to eliminate identified gaps should result in increasing the quality and effectiveness of the functioning of the Bank. The purpose of the audit is:
- to assess the adequacy and effectiveness of the risk management system and the internal control system at the first and the second level of the internal control system, taking into account adequacy and efficiency of risk controls and controls selected for the audit (assurance activities);
- value creation and identifying potential improvements of processes at the Bank (advisory activities).
Information on irregularities, assessment results and other material issues identified by individual elements of the internal control system are presented in periodic reports for the Management Board of PKO Bank Polski SA, the Supervisory Board Audit Committee and the Supervisory Board of PKO Bank Polski SA.
Other entities of the Bank’s Group have internal control systems adapted to the specifics and nature of activities of these entities, including the processes and operating areas of these entities. These entities develop and implement internal regulations defining, in particular, control tasks performed within the framework of the internal control system, and allocation of responsibility for these tasks. The manner of functioning of internal control systems depends on the size and scope of business of entities making up the Bank’s Group. The majority of the entities have separated organizational units or positions that report directly to the Management Board or the Supervisory Board of the particular entity. If this is justified by the operating profile of the entity or its organizational structure (small entities with limited scope of business), control activities are performed by management members, without separating the internal control function or unit in the structure.
In order to ensure the reliability and correctness of the process of preparing the financial statements, the Bank designed and implemented a number of controls that are embedded in the functions of reporting systems and internal regulations concerning this process. These controls involve among others things the use of continuous verification and reconciliation of reporting data to the accounting records, sub-ledger accounts and other documents providing the basis for financial statements, and with binding accounting and reporting standards.
The process of preparing financial statements is subjected to regular multi-level verification, in particular with regard to the correctness of the account reconciliation, substantive analysis and reliability of the information. In accordance with the internal regulations, the financial statements are approved by the Management Board of PKO Bank Polski SA and the Audit Committee of the Supervisory Board appointed by the Supervisory Board of PKO Bank Polski SA in 2006.
The tasks of the Audit Committee of the Supervisory Board include, among other things, monitoring the financial reporting process including the review of separate and consolidated interim and annual financial statements, with particular emphasis on:
- information on substantial changes in the accounting and reporting policy and in the method of making significant management estimates and judgements for the purposes of financial reporting, as well as compliance of the financial reporting process with the applicable law;
- significant adjustments resulting from the audit and the auditor’s opinion on the audit of the financial statements, discussion of any issues, qualifications and doubts resulting from the audit of financial statements and analysis of the independent auditor’s recommendations addressed to the Management Board, and responses of the Management Board in this regard.
The description of cooperation between the Audit Committee and the external auditor and its assessment is included in the report on activities of the Audit Committee drawn up on an annual basis and attached to the report on activities of the Supervisory Board.
On 26 January 2017 the Supervisory Board of PKO Bank Polski SA appointed KPMG Audyt Spółka z ograniczoną odpowiedzialnością spółka komandytowa as the audit firm for the audit and review of the financial statements of PKO Bank Polski SA and the consolidated financial statements of the PKO Bank Polski SA Group for the years 2017–2019. The same entity audited the financial statements of the Bank and the Bank’s Group for the years 2015–2016.
Full scope of information on the audit firm carrying out the audit of the financial statements, and in particular:
- dates of concluding the contract for the audit or review of the financial statements or consolidated financial statements with the audit firm, and the term of this contract;
- information whether the Bank used the services of the selected audit firms and periods of using such services;
- information on the authority that selected the audit firm;
- amount of remuneration paid or due to the audit firm for the financial year and the previous financial year, separately for the audit of the annual financial statements, other assurance services, including the review of the financial statements, tax advisory services and other services;
is included in note 58 of the consolidated financial statements of the PKO Bank Polski SA Group for the year ended 31 December 2018.
Additionally, on 13 December 2018, the Supervisory Board of PKO Bank Polski SA selected PricewaterhouseCoopers Polska sp. z o.o. Audyt sp. k. as the audit firm to carry out the audit and review of the financial statements of PKO Bank Polski SA and the PKO Bank Polski SA Group for the years 2020-2021.
Articles of Association of PKO Bank Polski SA
Amendments to the Articles of Association of PKO Bank Polski SA fall within the competence of the General Meeting of Shareholders and require passing a resolution by a three-quarter majority of the votes cast, the consent of the Polish Financial Supervision Authority, and making an entry in the register of entrepreneurs in the National Court Register. Additionally, in accordance with § 10 section 14 of the Articles of Association of PKO Bank Polski SA, resolutions of the General Meeting of Shareholders on share preferences and issues concerning the Bank’s merger by transferring all of its assets to another company, its liquidation, reduction in the share capital by redeeming some of its shares without a simultaneous increase in the share capital or changing the scope of the Bank’s activities resulting in the Bank ceasing its banking activities require a 90% majority of the votes cast.
8 February 2018 – consolidated text of the Bank’s Articles of Association
On 8 February 2018, the Supervisory Board of the Bank adopted the consolidated text of the Bank’s Articles of Association, reflecting amendments adopted by Resolution no. 50/2017 of the Annual General Meeting of the Shareholders of 20 July 2017 on amendments to the Bank’s Articles of Association.
26 October 2018 – Resolution of the Annual General Meeting of Shareholders on amendments to the Bank’s Articles of Association
On 26 October 2018, the District Court for the capital city of Warsaw in Warsaw, 13th Business Department of the National Court Register, registered the amendment to § 24a of the Articles of Association arising from Resolution no. 31/218 of the Annual General Meeting of Shareholders of PKO BP S.A. held on 18 June 2018, pertaining to the amendment to the Articles of Association of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna that was approved by the Polish Financial Supervision Authority on 7 August 2018.
The previous text of § 24a was worded as follows: “Within the framework of the group, the Bank can cooperate with other financial institutions within the meaning of the Code of Commercial Companies or the Act of 29 August 1997 – Banking Law, in particular by using free technical, organizational and human resources or IT systems, in accordance with their business purpose, and with special consideration to the safety of operations of the Bank and these institutions.” It was replaced with the current text: “Within the framework of the group, the Bank can cooperate with other entities, in particular by using free technical, organizational and human resources or IT systems, in accordance with their business purpose, and with special consideration to the safety of operations of the Bank and these entities”.
9 January 2019 – Resolution of the Annual General Meeting of Shareholders on amendments to the Bank’s Articles of Association
On 9 January 2019, the District Court for the capital city of Warsaw in Warsaw, 13th Business Department of the National Court Register, registered the amendment to the Bank’s Articles of Association, including an amendment to § 4 section 1 point 9 letter e and addition of letters g-h in § 4 section 1 point 9 arising from Resolution no. 33/2018 of the Extraordinary General Meeting of Shareholders of PKO BP S.A. of 18 June 2018 on amendments to the Articles of Association of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna that were approved by the Polish Financial Supervision Authority on 20 December 2018.
This amendment means that as of 9 January 2019, the Bank can provide new payment services that arise from the Act of 10 May 2018 on amendments to the Act on payment services, i.e. payment transaction initiation service and the account information access service.
Additionally, the previous text of § 4 section 1 point 9 letter e was amended from “enabling the execution of payment transactions initiated by or through a merchant, with the payer’s payment instrument, in particular, authorizations processing, sending the payer’s or the merchant’s payment orders aimed at transferring funds due to the merchant to the issuer of the payment card or payment systems” to “enabling the acceptance of payment instruments and execution of payment transactions initiated with the payer’s payment instrument, by or through a merchant, in particular, processing authorizations, sending the payer’s or the merchant’s payment orders aimed at transferring funds due to the merchant to the issuer of the payment card or payment systems”.
General Meeting of Shareholders
The General Meeting of Shareholders of PKO Bank Polski SA is held as an annual one or extraordinary one, in accordance with the provisions of the Code of Commercial Companies and the Articles of Association, in keeping with the principles set out in the Rules of the General Meeting of Shareholders.
In addition to matters stipulated in generally binding legal regulations, principal competencies of the General Meeting of Shareholders include passing resolutions on the following matters:
- appointing and dismissing Members of the Supervisory Board;
- approving the Rules of the Supervisory Board;
- purchasing shares for the purpose of their redemption and determining consideration for the shares redeemed;
- establishing and releasing special funds created from net profit;
- disposal of real estate, share in real estate or perpetual usufruct right by the Bank if the value of the real estate or the right being subject to such an act exceeds 25% of the share capital; such consent is not required if real estate, share in real estate or perpetual usufruct right has been purchased within the framework of enforcement, bankruptcy or restructuring proceedings, or based on another agreement with the Bank’s debtor;
- issuance of convertible bonds, bonds with a pre-emptive right or subscription warrants;
- laying down the principles for remuneration of Members of the Management Board;
- laying down the principles for remuneration of Members of the Supervisory Board;
- approving the Directors’ Report including also information on representation costs, spending on legal services, marketing services, public relations and social communication services, as well as management advisory services, and the Group Directors’ Report;
- approving the report on activities of the Supervisory Board;
- approving the financial statements of the Bank and the consolidated financial statements of the Bank’s Group;
- approving the proper discharge of duties by members of the Management Board and the Supervisory Board;
- profit distribution or offset of loss;
- determining the dividend day and the date of dividend payment;
- disposal and lease of an enterprise or its organised part, or establishing a limited property right thereon;
- amendments to the Bank’s Articles of Association;
- increase or decrease in the Bank’s share capital.
Persons entitled based on registered shares, as well as pledgees and users entitled to voting rights, entered into the share register on the date of registration, as well as holders of bearer shares provided that they were the Bank’s shareholders on the date of registration and, within the statutory deadline specified in the announcement convening the General Meeting of Shareholders, they requested that the entity keeping their securities account issue a registered certificate confirming their right to participate in the General Meeting of Shareholders shall be entitled to participate in the General Meeting of Shareholders.
A shareholder being a natural person may participate in the General Meeting of Shareholders and exercise his/her voting right in person or by proxy. A shareholder, who is not a natural person, may participate in the General Meeting of Shareholders and exercise its voting right by a person authorized to make statement of intent on its behalf or by proxy.
A power of attorney shall be issued in writing, otherwise null and void, and shall be enclosed with the minutes of the General Meeting of Shareholders, or shall be issued in electronic form. The right to represent a shareholder, who is not a natural person, shall arise from the original or copy of the excerpt from the relevant register presented possibly with a power of attorney or a chain of powers of attorney. These documents shall be presented upon drawing up the attendance list or sent in electronic form no later than on the day preceding the date of the General Meeting of Shareholders, to the email address indicated on the announcement convening the General Meeting of Shareholders.
The person(s) granting the power of attorney on behalf of a shareholder, who is not a natural person, should be listed in an up-to-date excerpt from the relevant register of a given shareholder.
A Member of the Management Board and an employee of PKO Bank Polski SA may act as a proxy for shareholders at the General Meeting of Shareholders of PKO Bank Polski SA.
The Bank shall publish on its website draft resolutions submitted in compliance with the provisions of the Code of Commercial Companies by an entitled shareholder or shareholders before the date of the General Meeting of Shareholders, immediately after their receipt.
A shareholder or shareholders representing at least one-twentieth of the share capital of the Bank may request certain matters be included on the agenda of the General Meeting of Shareholders. The request may be sent in electronic form.
Before the date of the General Meeting of Shareholders, a shareholder or shareholders of PKO Bank Polski SA representing at least one-twentieth of the share capital may submit to the Bank, in writing or using electronic communication means, draft resolutions on matters included on the agenda of the General Meeting of Shareholders or matters that are to be included on the agenda. Additionally, during the General Meeting of Shareholders, shareholders shall have the right to present draft resolutions or propose amendments or additions to draft resolutions on matters included on the agenda of the General Meeting of Shareholders.
Removing a matter from the agenda or desisting from further discussion on a matter included on the agenda at the request of shareholders shall require a resolution of the General Meeting of Shareholders, adopted by a three-quarter majority of the votes, after obtaining the prior consent of all shareholders, who requested the matter be included on the agenda, present at the General Meeting of Shareholders.
Resolutions of the General Meeting of Shareholders shall be passed by an absolute majority of votes unless generally binding legal provisions or provisions of the Articles of Association of PKO Bank Polski SA decide otherwise.
The General Meeting of Shareholders shall adopt resolutions in an open vote, with the reservation that a secret ballot shall be ordered in respect of:
- elections of members of the company’s authorities;
- motions to dismiss members of the authorities or liquidators of PKO Bank Polski SA;
- motions to bring members of the authorities or liquidators of PKO Bank Polski SA to justice;
- personnel matters;
- at the request of at least one shareholder present or represented at the General Meeting of Shareholders;
- in other instances specified in generally binding legal regulations.
A shareholder cannot, either personally or by proxy, or while acting as a proxy of another person, vote on resolutions concerning this shareholder’s liability to PKO Bank Polski SA on whatever account, including the acknowledgement of the fulfilment of this shareholder’s duties, exemption from any of duties towards PKO Bank Polski SA, or any dispute between this shareholder and PKO Bank Polski SA.
Shareholders shall have the right to ask questions, through the Chairman of the General Meeting of Shareholders, to the Members of the Management Board and Supervisory Board of PKO Bank Polski SA and statutory auditor of PKO Bank Polski SA.
In the discussion on each point of the agenda, each shareholder shall have the right to one speech and one reply. Shareholders may, during the course of discussion on each point of the agenda, apply for closing the list of speakers or closing the discussion on a given point of the agenda.
Supervisory Board of PKO Bank Polski SA in the reporting period
The Supervisory Board of PKO Bank Polski SA consists of 5 to 13 members each appointed for a three-year term of office. Members of the Supervisory Board shall be appointed and dismissed by the General Meeting of Shareholders.
As at 31 December 2018, the Supervisory Board consisted of 10 persons.
The current term of office of Members of the Supervisory Board started on 22 June 2017.
| Piotr Sadownik – Chair of the Bank’s Supervisory Board | |
|---|---|
| Member of the Supervisory Board since 25 February 2016.
On 22 June 2017, he was re-appointed to the Supervisory Board for the current term of office, and on the same day, the State Treasury appointed him Chair of the Supervisory Board. |
Graduated from the University of Warsaw’s Faculty of Law and Administration and the University of Paris II Panthéon-Assas. Admitted to the Warsaw Bar in 1996. In 1993, he started his professional career in the Warsaw office of the law firm Gide Loyrette Nouel. Currently, he is a partner in the Warsaw office of Gide Loyrette Nouel where he heads the Dispute Resolution, Infrastructure, Public Law and Intellectual Property departments.
He represents the law firm’s customers in court disputes and advises both Polish companies and international investors on infrastructure and public procurement projects. He also specializes in intellectual property law. He is recommended by Legal 500 EMEA and Chambers Europe in dispute resolution. Legal 500 also recommends him for energy and natural resources as well as intellectual property. Award winner of the “Client Choice 2015” competition organized by Globe Business Publishing in the litigation category. Member of the Amicable Court at the General Counsel to the Republic of Poland (Prokuratoria Generalna RP). Since 15 February 2016 Member of the Supervisory Board of Bank Ochrony Środowiska SA. |
| Grażyna Ciurzyńska – Deputy Chair of the Supervisory Board | |
| Member of the Supervisory Board since 30 June 2016.
On 22 June 2017, she was re-appointed to the Supervisory Board for the current term of office, and on the same day, the State Treasury appointed her Deputy Chair of the Supervisory Board. |
Graduated from the Foreign Trade Faculty of the Warsaw School of Economics and Post-graduate Studies in European Banking Law at the Institute of Law Studies of the Polish Academy of Sciences. In 1991, she began her professional career in government administration, in the Ministry of Ownership Transformations.
Since 1996 she has been working within the banking sector. She held managerial positions in the corporate business area of Powszechny Bank Kredytowy SA and Kredyt Bank SA, supervising, among other things, cooperation with strategic customers and the development of enterprise financing programmes. Subsequently, as a director in the retail area of Bank BGŻ SA, she was responsible for the retail business strategy, sales and pricing policy, bancassurance development, sales network management, designing and implementing products. She also served as an advisor to the President of the Management Board of the Bank. Since 2007 she has been focusing on the banking payments and cards market. As a Department Director at Bank BGŻ SA and then at Bank BGŻ BNP Paribas SA, she was responsible for card activity, cooperation with international payment organizations and providers of card technologies and services. Moreover, she was a member of the Executive Committee of the Council of Banking Card Issuers and previously the Executive Committee of the Council of Cash Management at the Polish Bank Association. For more than 15 years she was involved in teaching and research at the Warsaw School of Economics, in the Institute of International Economic Relations. Currently, she is a Department Director at the Ministry of Development, coordinating the implementation of the investment policy as well as service processes and cooperation with Polish and foreign investors and financial institutions. |
| Zbigniew Hajłasz – Sectretary of the Supervisory Board | |
| Member of the Supervisory Board since 30 June 2016.
On 22 June 2017, he was re-appointed to the Supervisory Board for the current term of office. On 24 August 2017 re-appointed as Secretary of the Supervisory Board. |
Expert with hands-on experience and consultant specializing in management and development. Has over 20 years’ experience in managing commercial companies and as an analyst and expert in planning, management and development of financial institutions, industrial restructuring, privatization and international projects.
Academic degrees: MPhil in Economics (London University, 2002) and M.Sc. Eng. in Mathematics (Wrocław University of Technology, 1982). In 1993–96 and since 2005 – academic lecturer (Wrocław University of Technology, University of Wrocław, Academy of Fine Arts in Wrocław), winner in the Business Gazelles ranking in 2015 and 2016. Since May 2018 – President of the Management Board of KGHM TFI SA. He has held, among other things, the following positions: Director of the Department of Economic Development at the Voivodship Office in Wrocław (1991–1993); Director of the Regional Privatization Office of Bank BWP SA (1994–1996), Vice-President of the Management Board of Wrocławska Agencja Rozwoju Regionalnego SA – Managing Director, President of the Management Board of PRW SA in Wrocław, President of the Management Board of TBS sp. z o.o. in Głogów, Director of the OPDRO Project Coordination Office and President of the Management Board of Zakład Gospodarki Komunalnej sp. z o.o. in Św. Katarzyna. He was a member of the Supervisory Boards of state-owned companies and companies with the participation of local government authorities, such as: Dolnośląskie Konsorcjum Handlowo-Finansowe SA in Wrocław, Polskie Radio Wrocław SA in Wrocław, TBS sp. z o.o. in Lubin (the best social building society in Poland in the BGK ranking), Siechnicka Inwestycyjna Spółka Komunalna sp. z o.o., and Polskie Radio SA. Author of expert opinions for the Sejm (the Polish Parliament), Government of the Republic of Poland and for financial institutions. |
| Mariusz Andrzejewski – Member of the Supervisory Board | |
| On 22 June 2017, he was appointed to the Supervisory Board for the current term of office | Professor at the Kraków University of Economics, Dean of the Faculty of Finance and Law and Head of the Department of Financial Accounting. Holds a full doctoral degree in economics. Since 2013 he has been also working as associate professor at the School of Banking and Management in Kraków.
He graduated from three faculties, studied accounting at the Faculty of Management at the Kraków University of Economics (CUE), automatics and robotics, specializing in artificial intelligence, and computer science at the Faculty of Electrical Engineering, Automatics and Electronics at the AGH University of Science and Technology in Kraków. During his studies, he was a three-time recipient of a scholarship of the Ministry of National Education. In 2001, within the framework of the grant awarded by KBN (the State Committee for Scientific Research), he prepared and completed a doctoral thesis entitled “Information disclosure requirements for listed companies in Poland vs. global requirements.” He obtained business experience while sitting on supervisory boards of companies including: Tauron Sprzedaż Sp. z o.o., Zakłady Chemiczne Alwernia SA, Kombinat Koksochemiczny Zabrze SA, Północ Nieruchomości SA (company listed on NewConnect), PolRest SA (a company listed on the Warsaw Stock Exchange), Media Nieruchomości SA, Przedsiębiorstwo Inżynierii Miejskiej Sp. z o.o. in Czechowice-Dziedzice. He was also President of the Management Board of Altair Sp. z o.o., Member of the Management Board in charge of finance of TBS Złocień Sp. z o.o. and advisor to the Management Board at the Institute of Business Law and Foreign Investments (Instytut Prawa Spółek i Inwestycji Zagranicznych – IPSiZ Sp. z o.o.). He was an Arbitrator at the Arbitration Court at the Polish Financial Supervision Authority. Currently he is Chairman of the Supervisory Board of PKP PLK SA. In 2005–2006 he was Undersecretary of State in the Ministry of Finance. He is a member of the Polish Economic Society (PTE) and the Main Board of the Accountants Association in Poland. He is also a member of the European Accounting Association (EAA), the International Association for Accounting Education & Research (IAAER) and the Scientific Council of SKwP. |
| Mirosław Barszcz – Member of the Supervisory Board | |
| Member of the Supervisory Board since 25 February 2016.
On 22 June 2017, he was re-appointed to the Supervisory Board for the current term of office. |
Graduated from the Catholic University of Lublin with an M.A. in Law. Currently, he is President of the Management Board of BGK Nieruchomości SA. From 2014 to 2016, he was an advisor in the Strategy Department at PGNiG SA. From 2013 to 2014, he was an independent advisor in strategy, finances, negotiations, project management and change management. He has extensive professional experience gained in audit firms (1996–1997 Ernst & Young, 1998–2001 Arthur Andersen, 2001–2004 PricewaterhouseCoopers), law firms (2005 Baker & McKenzie, 2008–2013 GWW Legal) and government administration (2005–2006 Undersecretary of State in the Ministry of Finance, 2007 – Minister of Construction, 2011–2013 advisor to the Minister of Justice). He completed over 30 training courses (organized by Ernst & Young, Arthur Andersen, PricewaterhouseCoopers), including training in taxes, finance, human resources management, negotiations, project management, change management, cultural differences, and communication. He has consulting experience in many industries, including finance, information technology, telecommunications, energy, construction, real estate development, pharmaceutical, manufacturing, banking, commerce, logistics, and tourist industries. He participated in various projects pertaining to government administration. |
| Adam Budnikowski – Member of the Supervisory Board | |
| Member of the Supervisory Board since 25 February 2016.
On 22 June 2017, he was re-appointed to the Supervisory Board for the current term of office. |
In 1971 graduated from the Higher School of Economics in Poznań (currently Poznań University of Economics and Business) with an M.Sc. in economics of foreign trade. In 1975, he completed his doctoral thesis at the Faculty of Foreign Trade of the former Main School of Planning and Statistics (currently the Warsaw School of Economics). In 1983 was awarded a full doctorate at the same faculty. In 1992, he was awarded the title of professor of economic sciences by the President of the Republic of Poland.
Since the beginning, his professional career has been connected with Warsaw School of Economics. He started working at the Warsaw School of Economics as an assistant in the Institute of International Trade Relations, in 1974. In subsequent years, together with successive academic degrees, he was promoted to assistant professor, associate professor, and finally to full professor. In the years 1996-2002, Dean of the World Economy College of the Warsaw School of Economics. In the years 2005-2012, Chancellor of the Warsaw School of Economics. In the years 2012-2015, once again Dean of the World Economy College of the Warsaw School of Economics. Currently, Director of the Institute of International Economics of the Warsaw School of Economics. During his professional career, he has also collaborated with other academic and educational institutions, including the Polish Academy of Sciences, the Polish Economic Society, the Institute for Business Cycles and Prices in International Trade (was Deputy Director of the Institute in 1992–1993), the Catholic University of Lublin, Radom Academy of Economics, Academy of Diplomacy in Warsaw, and the National School of Public Administration. Since 2001 he has been a member of the Association of Polish Economists, and since 2012 – a member of the Executive Committee of the Economic Sciences Board of the Polish Academy of Sciences. Member of the Central Commission for Degrees and Titles (2011-2013 and 2017-2020). During his academic and research career, he has frequently lectured and been a visiting researcher at Western universities. He was, among other things, a Fulbright scholar, and in 1996 he took part in the World Bank’s missions in Turkey and Romania. His main areas of academic interest are related to international business. They include, among other things, international business relations (with a special emphasis on trade policy and international finances), transformation in Central and Eastern Europe, and environmental protection policy. |
| Wojciech Jasiński – Member of the Supervisory Board | |
| Member of the Supervisory Board since 25 February 2016.
On 22 June 2017, he was re-appointed to the Supervisory Board for the current term of office. |
Graduated from the University of Warsaw’s Faculty of Law and Administration (1972).
From 1972 to 1986, he worked in Płock, among other things, at the National Bank of Poland, the Branch in Płock, at the Town Hall, also as legal counsel in the Tax Chamber. In 1990–1991, he established the local government structures in the Płockie Voivodship, as a Representative of the Government Plenipotentiary for Local Government Reform. From 1992 to 1997 he worked in the Supreme Audit Office (NIK), as director of the NIK Branch Office in Warsaw, Finance and Budget Team, and State Budget Department. In 1997–2000, he was a member and then President of the Management Board of Srebrna, a company with its registered office in Warsaw. He was a member of the Supervisory Board of Bank Ochrony Środowiska in 1998–2000. From September 2000 to July 2001 he was Undersecretary of State at the Ministry of Justice. In 2006–2007, he was Minister of the State Treasury. Since 2001, he has been a member of the Polish Parliament (during the 4th, 5th, 6th, 7th and 8th terms of office) where he was Chairman of the Standing Subcommittee for the Banking System and Monetary Policy, Chairman of the Economy Committee, and Chairman of the Public Finance Committee. He was also a member of the State Treasury Committee in the Sejm. President of the Management Board of PKN ORLEN SA from 16 December 2015 to 5 February 2018. |
| Andrzej Kisielewicz – Member of the Supervisory Board | |
| Member of the Supervisory Board since 25 February 2016.
On 22 June 2017, he was re-appointed to the Supervisory Board for the current term of office. |
Professor of Mathematical Sciences. He works at the University of Wrocław, at the Faculty of Mathematics and Computer Science. He obtained his full doctoral degree from the University of Wrocław, and was awarded a Ph.D. in mathematical sciences from the Polish Academy of Sciences. Graduated from the University of Wrocław. He gained his professional experience in various academic centres, including: the University of Opole, Vanderbilt University (Nashville, USA), Polish Academy of Sciences, Technische University (Darmstadt, Germany), Blaise Pascal University (Clermont-Ferrand, France), The University of Manitoba (Winnipeg, Canada), Wrocław University of Technology. He has experience as a member of supervisory boards. He is the author of more than 60 academic publications in foreign journals on mathematics, logistics and computer science as well as many books (e.g. “Sztuczna inteligencja i logika” [Artificial Intelligence and Logic], ‘Wprowadzenie do informatyki’ [An Introduction to Computer Science], etc.). He is also the author of many opinions, reviews and expert opinions, including for the National Science Centre and the European Commission. His research interests include the application of mathematics, logic and computer science in practice, artificial intelligence, business intelligence, informatization and argumentation theory. |
| Elżbieta Mączyńska-Ziemacka – Member of the Supervisory Board | |
| Member of the Supervisory Board since 20 June 2013.
On 22 June 2017, she was re-appointed to the Supervisory Board for the current term of office. |
Professor PhD – in economic sciences, graduated from the University of Warsaw (Faculty of Political Economics, specialty – Econometrics).
Her professional career has been connected with Warsaw School of Economics, currently she is Head of Postgraduate Studies: “Property Valuation” organized by the Institute of Corporate Finance and Investments at the College of Enterprise at the Warsaw School of Economics. Member of the Executive Committee of the “Poland 2000 Plus” Forecast Committee and the Committee of Economic Sciences of the Polish Academy of Sciences (social functions, elected by academics). President of the Polish Economic Society (third term of office, since 2005 – social function, elective). Editor-in-chief and Member of the Editorial Committee of the bi-monthly “Ekonomista” published by the Polish Economic Society and the Committee of Economic Sciences of the Polish Academy of Sciences. Chair of the Academic Council of the quarterly of Warszawskie Stowarzyszenie Rzeczoznawców Majątkowych (Warsaw Property Valuation Experts Association) “Wycena Nieruchomości i Przedsiębiorstw”. Member of the Editorial Council of “Kwartalnik Nauk o Przedsiębiorstwie”, published by the Warsaw School of Economics and member of the editorial staff of the quarterly “International Journal of Sustainable Economy” (IJSE), Inderscience Publishers Editorial Office, UK. Author of approx. 300 publications, among others, in the area of prediction models for enterprise bankruptcies, financial analysis, and enterprise and property valuation. She developed original models for early warning about bankruptcy of enterprises, which are used in practice. Her studies and publications to a large extent was related to the academic scholarships she won (such as Deutscher Akademischer Austauschdiens, DAAD), grants and internships/study stays, which included Germany – Mannheim University, Austria – Wiener Institut für Internationale Wirtschaftsvergleiche, WIIW and Wirtschaftsuniversität Wien. In the years 2005–2007 an independent Member of the Supervisory Board of BGŻ SA and in the years 1996–1998 an independent Member of the Supervisory Board of Polski Bank Rozwoju SA. Member of the Team for Amendments of the Law on Bankruptcy and Rehabilitation established by the Minister of Justice in 2012 and operating until 2014. In the years 1990–1991 1990–1991 advisor and consultant to the Polish-Swedish limited liability company SWEA SYSTEM. Author and co-author of many expert opinions prepared on the commission of enterprises (such as Telekomunikacja Polska SA and Poczta Polska). Member of the National Development Council of the President of the Republic of Poland (currently). Chair of the Economic Strategic Thinking Committee of the Ministry of Economy (2013–2015). In 1994–2005, academic secretary and member of the Executive Committee of the Social and Economic Strategy Council of the Council of Ministers. |
| Janusz Ostaszewski – Member of the Supervisory Board | |
| Member of the Supervisory Board since 25 February 2016.
On 22 June 2017, he was re-appointed to the Supervisory Board for the current term of office. |
Director of the Institute of Finance, Head of the Faculty of Finance in 2001–2013, a member of the Senate of the Warsaw School of Economics, a renowned expert in finance. In 2005–2012, he was Dean of the College of Management and Finance for two terms of office.
Graduated from the Main School of Planning and Statistics (currently the Warsaw School of Economics) in 1978. In 1982, completed his doctoral thesis at the Faculty of Internal Trade of the former Main School of Planning and Statistics. In 1990 was awarded a full doctorate at the same faculty. On 1 January 2001 he was elected professor of economics. He completed post-graduate studies in finance and management at Scuola Superiore Enrico Mattei in Milan. His main areas of research include corporate operations, corporate financial management and strategy. This is reflected in the courses he has taught for many years: corporate finance, finance, management, and in numerous teaching materials and books he has published. His considerable academic achievements include over 150 various types of academic papers, including 48 books. So far, 23 people have written and defended their PhD theses under his tutelage. His knowledge of finance was further developed during several years of work at the Ministry of Finance, as Director of Department and his subsequent professional activity as an advisor to the President of Kredyt Lease SA – a company of the Kredyt Bank SA Group – and his work in the Finance Office of the Chancellery of the Polish Parliament and in the Supervisory Board of Bank PKO BP SA. His many years of experience in the financial sector gained him not only the possibility of confronting theory with practice but also food for thought on finance, which additionally expands his expert and academic interests. |
Jerzy Paluchniak resigned as Member of the Bank’s Supervisory Board on 14 May 2018, with effect as of 18 May 2018.
In accordance with the declarations made by Members of the Supervisory Board, Piotr Sadownik, Zbigniew Hajłasz, Mariusz Andrzejewski, Mirosław Barszcz, Adam Budnikowski, Andrzej Kisielewicz, Elżbieta Mączyńska-Ziemacka and Janusz Ostaszewski meet the criteria of independence for members of a supervisory board specified in the Best Practice for GPW Listed Companies 2016. The remaining Members of the Supervisory Board, i.e. Grażyna Ciurzyńska and Wojciech Jasiński declared they did not meet the criteria of independence vis-à-vis the Bank and major related entities of the Bank.
The Supervisory Board functions based on generally applicable legal regulations, the Articles of Association and the Rules passed by the Supervisory Board and approved by the General Meeting of Shareholders. Meetings of the Supervisory Board are held at least once a quarter.
The Supervisory Board adopts resolutions by an absolute majority of votes, in the presence of at least half of the Members of the Supervisory Board, including the Chair or Deputy Chair of the Supervisory Board, except for resolutions specified in the Articles of Association of the Bank concerning those matters that are to be accepted by, apart from the quorum indicated, a qualified majority of 2/3 of the total votes. Those members of the Supervisory Board to whom the given voted matter relates are excluded from the vote.
The works of the Supervisory Board is managed by the Chair, and in his absence – by the Deputy Chair. The Chair represents the Supervisory Board before all other authorities of PKO Bank Polski SA, supervisory authorities and other persons.
In addition to authorizations and duties stipulated by generally applicable legal regulations and the provisions of the Articles of Association of PKO Bank Polski SA, the competencies of the Supervisory Board include passing resolutions pertaining, in particular to:
- approving the strategy of PKO Bank Polski SA and the annual financial plan accepted by the Management Board;
- approving the risk management strategy adopted by the Management Board and acceptance of the overall risk tolerance level;
- appointing an entity to conduct the audit or review of the Bank’s financial statements the consolidated financial statements of the Bank’s Group;
- passing the Rules:
- of the Supervisory Board;
- for granting loans, advances, bank guarantees and warranties to a Member of the Management Board, the Supervisory Board and a person holding a managerial position in the Bank, and to entities related by capital or organization with these persons;
- appointing and dismissing the President of the Management Board, Vice-Presidents and other Members of the Management Board, as well as suspending Members of the Management Board and delegating Members of the Supervisory Board to temporarily carry out the duties of Members of the Management Board;
- applying to the Polish Financial Supervision Authority for consent to the appointment of the President of the Management Board and a Management Board Member supervising the management of risk material to the Bank’s activities, and to entrusting the function of Management Board Member supervising the management of risk material to the Bank’s activities to a current Management Board Member who has not supervised the management of this risk;
- approval of the rules passed by the Management Board:
- of the Management Board,
- for managing special funds created from net profit,
- Organizational Rules of the Bank;
- granting prior consent to activities satisfying predetermined criteria including, inter alia, to purchase and sell fixed assets and real estate, establishment of a company, taking over or acquiring shares, PKO Bank Polski SA concluding a transaction with a shareholder holding at least 5% of the total number of votes at the Bank or with a related party;
- evaluation of the functioning of the Bank’s remuneration policy and submission of a report in this regard to the Annual General Meeting of Shareholders;
- opinion on the application of “Principles of Corporate Governance for supervised institutions” by the Bank.
In accordance with the Bank’s Articles of Association, the Supervisory Board appoints from among its members committees which it is required to appoint under the binding legislation. The Supervisory Board may also appoint other committees from among its members.
In line with the Rules of the Supervisory Board, it is entitled to appoint, and in cases, when the provisions of the law require, it appoints standing committees. In particular, the Supervisory Board appoints the following standing committees:
| Audit Committee of the Supervisory Board | |
|---|---|
| Tasks |
|
| Composition of the Committee as at 31 December 2018 | Zbigniew Hajłasz (Chair of the Committee);
Grażyna Ciurzyńska (Deputy Chair of the Committee); Mariusz Andrzejewski (member of the Committee); Andrzej Kisielewicz (member of the Committee); Janusz Ostaszewski (member of the Committee); Piotr Sadownik (member of the Committee); Jerzy Paluchniak was Member of the Audit Committee of the Supervisory Board of PKO Bank Polski SA until 18 May 2018. Jerzy Paluchniak resigned as Member of the Bank’s Supervisory Board on 14 May 2018, with effect as of 18 May 2018. |
| Meets the criterion of independence set in the Act on registered auditors, audit firms and on public supervision | Knowledge and skills in the area of accounting or financial statement auditing | Has knowledge and skills in the banking field * | |||
| Meets the critetion | How it was acquired | ||||
| Independence criteria and competencies | Zbigniew Hajłasz | yes | yes | MPhil in Economics | yes |
| Grażyna Ciurzyńska | no | no | – | yes | |
| Mariusz Andrzejewski | yes | yes | PhD in economics certified auditor | yes | |
| Andrzej Kisielewicz | yes | no | – | no | |
| Janusz Ostaszewski | yes | yes | Professor of economics | yes | |
| Piotr Sadownik | yes | no | – | no | |
* Knowledge and skills arise, among others, from education, professional experience, functions performed (described in more detail in biography notes of the members of the Supervisory Board).
| Number of meetings | In 2018 nine meetings of the Audit Committee of the Supervisory Board took place. |
| Policy for the appointment of the audit company | In 2018 the audit company KPMG Audyt sp. z o.o. sp.k. provided permissible non-audit services to the Bank, in particular pertaining to reviews of financial statements. The Bank’s Audit Committee assessed the independence of the audit firm and gave its consent for the performance of those services.
The policy for the appointment of an audit firm to audit the financial statements of the Bank and the consolidated financial statements of the Bank’s Group assumes that the Supervisory Board will conduct proceedings relating to commissioning the audit of the Bank and the Bank’s Group under an unlimited tender procedure. All decisions of the Bank’s Supervisory Board as to the appointment of the audit firm require prior recommendation by the Audit Committee of the Bank’s Supervisory Board (Committee). As a result of the appointment procedure organized by the Bank, the Committee submits its recommendations as to the appointment of the audit firm to the Supervisory Board. If this refers to renewal of an audit commission there should be no less than two recommendations with justification, and an indication of the preferred firm. The Bank’s Supervisory Board appoints the audit firm based on the Committee’s recommendation. Clear and unbiased criteria are applied in the selection of the audit firm on the basis of the proposals submitted. The policy for performing permissible services other than the audit to the Bank and the Bank’s Group by the audit firm and its related entities, and a member of the audit firm’s network assumes that the provision of permissible services by the audit company performing the audit, its related entities and a member of the audit company’s network to the Bank require the consent of the Audit Committee of the Bank’s Supervisory Board. The Committee’s consent to the provision of permissible services other than audit services to a Bank’s Group company is given based on a request of the Bank’s Group company, a necessary element of which is the consent of the audit committee or the Supervisory Board of the requesting Bank’s Group company. |
| Nominations and remuneration Committee (until 23 August 2018 Remuneration Committee) | |
|---|---|
| Tasks | Expressing opinions on monitoring the Remuneration Policy adopted by the Bank and supporting the Bank’s authorities in developing and implementing this policy. In particular, the Committee shall be responsible for the performance of the following tasks:
Additionally, the Committee’s tasks include:
|
| Composition of the Committee as at 31 December 2018 | Piotr Sadownik (Chair of the Committee);
Grażyna Ciurzyńska (Deputy Chair of the Committee); Wojciech Jasiński (member of the Committee); Elżbieta Mączyńska-Ziemacka (member of the Committee); Janusz Ostaszewski (member of the Committee). |
| Risk Committee | |
| Tasks |
|
| Composition of the Committee as at 31 December 2018 | Andrzej Kisielewicz (Chair of the Committee);
Grażyna Ciurzyńska (Deputy Chair of the Committee); Mariusz Andrzejewski (member of the Committee); Adam Budnikowski (member of the Committee). Elżbieta Mączyńska-Ziemacka (member of the Committee); Until 18 May 2018 Jerzy Paluchniak was Member of the Risk Committee of the Supervisory Board of PKO Bank Polski SA. Jerzy Paluchniak resigned as Member of the Bank’s Supervisory Board on 14 May 2018, with effect as of 18 May 2018. |
| Strategy Committee | |
| Tasks |
|
| Composition of the Committee as at 31 December 2018 | Grażyna Ciurzyńska (Chair of the Committee);
Zbigniew Hajłasz (Deputy Chair of the Committee); Mirosław Barszcz (member of the Committee); Adam Budnikowski (member of the Committee); Elżbieta Mączyńska-Ziemacka (member of the Committee); Janusz Ostaszewski (member of the Committee); Piotr Sadownik (member of the Committee). |
Management Board of PKO Bank Polski SA in the reporting period
In accordance with § 19 sections 1 and 2 of the Articles of Association of PKO Bank Polski SA, Members of the Management Board shall be appointed by the Supervisory Board for a joint three-year term of office.
The Management Board consists of 3 to 9 members. Appointing two members of the Management Board, including the President of the Management Board, requires the consent of the Polish Financial Supervision Authority. As at 31 December 2018, the Management Board consisted of 9 persons.
The current term of office of the Management Board began on 2 July 2017.
| Zbigniew Jagiełło – President of the Management Board | |
|---|---|
| Member of the Management Board since 1 October 2009.
On 14 June 2017, he was re-appointed to the Management Board for the current term of office. |
President of the Management Board of PKO Bank Polski SA since October 2009, appointed for subsequent terms of office in 2011, 2014 and 2017. Before that, for almost 9 years he was President of the Management Board of Pioneer Pekao TFI SA. Within the global structure of Pioneer Investments he was also responsible for distribution in the CEE region. In the second half of the 1990s, as Vice President of the Management Board, he co-participated in the process of establishing PKO/Credit Suisse TFI SA.
In his twenty years of working in the financial markets he was responsible, among other things for:
He is actively involved in the development and promotion of high standards of operations of the financial market in Poland. He is a member of the Council of the Polish Bank Association and of the prestigious Institute International D’Etudes Bancaires, which brings together the international banking community. His previous functions included, among other things, that of Chairman of the Chamber of Fund and Asset Management. He graduated from the Wrocław Technical University’s Faculty of Computer Science and Management. He also completed Postgraduate Management Studies at the Gdańsk Foundation for Management Development and the University of Gdańsk, with an Executive MBA certified by the Rotterdam School of Management, Erasmus University. He was awarded the Officer’s Cross of the Order of Polonia Restituta by the President of the Republic of Poland, and the Social Solidarity Medal for promoting the idea of corporate social responsibility. He was Chairman of the Programme Council of the PKO Bank Polski’s Foundation that was established on his initiative, in 2010. Recipient of several awards and titles. Chosen as the 2011 CEO of the Year by Parkiet. Was awarded the Wektor 2011 prize granted by the Polish Employers’ Chapter, and the Golden Banker prize in the Personality of the Year 2011 category. He was also a recipient of the Manager of the Year 2011 and 2014 awards in a competition organized by Gazeta Bankowa. In 2012, 2014 and 2015, Bloomberg Businessweek Polska singled him out as one of the Top 20 Managers in the Polish Economy. He was honoured by Bank – financial monthly – with the title of “Innovator of the Banking Sector 2012.” He also received the special award of “Man of the Year 2013” from Brief monthly and “Visionary 2013” from Dziennik Gazeta Prawna. In 2014, he received an honourable mention from Gazeta Finansowa as one of “25 Most Valuable Managers in the World of Finance.” In 2015, he received a medal from the Polish Chamber of Commerce (KIG) for supporting the development of economic self-government and entrepreneurship, and he was awarded an eDucat statuette by the Foundation for the Development of Non-cash Payments for his vision of the development of non-cash payments and the effective building of a coalition for the mobile payment standard. The industry service Mediarun.com recognized him as the most promarketing president, and the chancellery of Responsible Business Awards awarded him the title of Outstanding CEO Philanthropist. In 2017, he was awarded the Lesław A. Paga Prize for his contribution to the development of the Polish economy and promotion of high standards of operations of the financial market in Poland. In 2018 he was awarded the Super Wektor for outstanding achievements, the consequences of which are future-oriented and the respective benefits serve the whole country and its economy, and for creating a climate conducive to the development of Polish entrepreneurship. |
| Functions performed in Committees as at 31 December 2018 |
Assets and Liabilities Management Committee (Chair of the Committee);
Risk Committee (Chair of the Committee); Transformation Committee (Chair of the Committee); Strategy Committee (Chair of the Committee); IT Security Committee (Chair of the Committee). |
| Rafał Antczak – Vice-President of the Management Board of the Bank in charge of the Enterprise Banking, Strategies and Analyses Area (from 1 January 2019 Enterprise Banking, Analyses and Administration Area) | |
| On 14 June 2017, he was appointed to the Management Board for the current term of office. | Economist and manager with more than 20 years of experience in international and domestic projects for companies in the financial and real economy sectors, governments and research institutions. He graduated from the Faculty of Economic Sciences at the University of Warsaw and a Comprehensive Course in Market Economics at the Joint Vienna Institute (1997). From October 2008 to January 2017, he was a Member of the Management Board of Deloitte Consulting S.A., responsible, among other things, for research, micro and macroeconomic projections, strategic and business consulting. From 2006 to 2008, he was Managing Director and Chief Economist of the PZU Group and Member of the Supervisory Boards of PZU Asset Management, PZU-Ukraina, PZU-Ukraina Ubezpieczenia na Życie and UFG. In 2006–2008, active lecturer at the Faculty of Management and the MBA Programme of the University of Warsaw. In 1994–2006, economist with the Centre for Social and Economic Research CASE Science Foundation. Author of many publications on economics and market research. From December 2018 member of the Supervisory Board of Centralny Port Komunikacyjny. Chairman of RN PKO Leasing and PKO Faktoring. |
| Functions performed in Committees as at 31 December 2018 | Strategy Committee (Member of the Committee);
The Bank’s Loan committee (Member of the Loan committee for models on a rotational basis).
|
| Rafał Kozłowski – Vice-President of the Management Board of the Bank in charge of the Finance and Accounting Area | |
| Appointed to the position of Vice-President of the Management Board of the Bank on 21 December 2017, as of 1 January 2018 appointed for the joint term of office of the Management Board | From 2012 he is related to PKO Bank Polski SA, where he was responsible, among other things, for launching the mortgage bank. Since the establishment of PKO Bank Hipoteczny SA, as President of its Management Board he was responsible for the development of the institution and quickly guided it to the top of the list of the largest mortgage banks in Poland. Under his management the bank quickly became the largest issuer of mortgage bonds on the Polish market, and conducted the largest issues of Polish mortgage bonds abroad.
Rafał Kozłowski is from Łomża. He graduated from the Warsaw School of Economics (faculty: Quantitative Methods and Information Systems) and the University of Warsaw and the University of Illinois, where in 2008 he completed his Executive MBA studies. He has been in the banking business since 1995. He worked at managerial positions in Powszechny Bank Kredytowy, Bank BPHPBK, Bank Pekao SA and PKO Bank Polski SA. He was also Finance Director and Member of the Management Board in the Corporation of European Pharmaceutical Distributors N.V. in Amsterdam, where he managed an international holding of 160 companies in Poland, Lithuania and the United Kingdom. In the course of his professional career he engaged in the construction of banking strategies and budgets and their monitoring, preparing financial analyses and stock exchange reports, and preparing public offerings and acquisitions of foreign entities. He is top class specialist in controlling, accounting and reporting, finance risk and mortgage banking. |
| Functions performed in Committees as at 31 December 2018 | Assets and Liabilities Management Committee (Deputy Chair of the Committee);
The Bank’s Loan committee (Deputy Chair of the Loan committee for models). Data Quality Committee (Deputy Chair of the Committee); Risk Committee (Member of the Committee); Operational Risk Committee (Member of the Committee); Transformation Committee (Member of the Committee); Strategy Committee (Member of the Committee). |
| Maks Kraczkowski – Vice-President of the Management Board of the Bank in charge of the International and Transaction Banking, and Cooperation with Local Government Authorities and Government Agencies, and for the Legal and Compliance Area (as of January 2019 International and Transaction Banking, and Cooperation with Local Government Authorities and Government Agencies Area) | |
| Member of the Management Board since 4 July 2016.
On 14 June 2017, he was re-appointed to the Management Board for the current term of office. |
Graduated from the University of Warsaw’s Faculty of Law and Administration. Obtained an Executive MBA diploma in the Management University (Wyższa Szkoła Menadżerska) in Warsaw and completed the Advanced Management Program 194 in the Harvard Business School.
He was Member of the Sejm of the 5th, 6th, 7th and 8th term. As an MP he mainly engaged in economic and financial market topics. He was Chair and Deputy Chair of the Economic Committee of the Sejm (2005–2006, 2007–2011), member of the Parliamentary Legislation Committee (2005–2007, 2007–2011) and Chair of the Constitutional Tribunal Standing Subcommittee (2005–2007). He has many years’ experience in establishing laws and knowledge of business matters in Poland and abroad. |
| Functions performed in Committees as at 31 December 2018 | The Bank’s Loan committee (Deputy Chair of the Loan committee);
Strategy Committee (Member of the Committee). |
| Mieczysław Król – Vice-President of the Management Board of the Bank in charge of the Operations Area | |
| Member of the Management Board since 6 July 2016.
On 14 June 2017, he was re-appointed to the Management Board for the current term of office. |
Banker, finance specialist, manager, holder of an MA in economics, a graduate of the Warsaw School of Economics (the Faculty of Finance and Statistics) and the International School of Management. He completed his post-graduate studies at the Warsaw School of Economics (Collegium of Management and Finance).
He has been working in banking and finance for over thirty years. He has worked, among other things, at the National Bank of Poland. He was a director at PKO Bank Polski SA for many years. In 2006–2010, he was the Director of the Audit Department at PKO Bank Polski SA, then, in 2011–2015, he was Director of the Audit Department at Bank Ochrony Środowiska SA in Warsaw. In 2006–2007, he was a member of the Supervisory Board of the Financial and Banking Centre in Warsaw. In 2007, he was Chairman of the Supervisory Board of Zakłady Chemiczne Organika Sarzyna in Nowa Sarzyna and of the Monument Preservation and Conservation Workshops. He has lectured at the Academy of Business Activity in Warsaw. He has authored many articles about banking and economics. In 1998–2002, he was a councillor for the City of Warsaw. He was Deputy Chairman of the Budget Committee and a member of the Audit Committee. In 2002–2014, he was a councillor on the Warsaw City Council where he was, among other things, Deputy Chairman of the Budget and Finance Commission and a member of the Health Commission. As part of his social activities, he managed the Social Council of the Father Jerzy Popiełuszko Hospital in Bielany. |
| Functions performed in Committees as at 31 December 2018 | Operational Risk Committee (Member of the Committee);
Strategy Committee (Member of the Committee). |
| Adam Marciniak – Vice-President of the Management Board of the Bank in charge of the IT Area | |
| On 21 September 2017, he was appointed to the Management Board for the current term of office as of 1 October 2017. 0 | He has worked for PKO Bank Polski SA since 2011. In 2011-2017 Director of the Application Development and Maintenance Division of PKO Bank Polski SA, from 2011 to 2014, Vice-President of Inteligo Financial Services SA, until 2017 Member of the Supervisory Board of PKO Bank Hipoteczny SA and PKO BP Finat Sp. z o.o., currently Chair of the Supervisory Boards of: PKO BP Finat sp. z o.o. and Operator Chmury Krajowej sp. z o.o. Previously, he worked for Pekao SA as the Operating Director of the Electronic Channels Development and Management Office and the Director of the IT Department in the Central Brokerage House of Pekao SA. He is a Chair of the Executive Committee of the Electronic Banking Council of the Polish Bank Association At the turn of 2015/2016 he co-created the Bankowe Centrum Cyberbezpieczeństwa (Banking Cyber Security Center). Recipient of many industry awards and titles, including the title of the Ambassador for Electronic Economy at the 10th Congress of Electronic Economy, and the CIO Diamond awarded by the jury of the 2015 CIO of the Year competition of IDG Poland SA. He won the special title of “Banking Market Innovator 2015” of Miesięcznik Finansowy BANK and the Nicholas Copernicus Medal awarded by the Polish Bank Association in 2016. He also won the title of “Leader of Digitization of the Banking Sector 2018” granted by Members of the Banking Technologies Forum in 2018 for achievements and projects completed within the PKO Bank Polski SA Group and the banking sector as a whole. He graduated from the Military Technical Academy in Warsaw and Warsaw University of Technology. |
| Functions performed in Committees as at 31 December 2018 | IT Architecture Committee (Chair of the Committee);
Data Quality Committee (Chair of the Committee); Operational Risk Committee (Deputy Chair of the Committee); IT Security Committee (Deputy Chair of the Committee); Risk Committee (Member of the Committee); Transformation Committee (Member of the Committee); Strategy Committee (Member of the Committee). |
| Piotr Mazur – Vice-President of the Management Board of the Bank in charge of the Risk Area | |
| Member of the Management Board since 8 January 2013.
On 14 June 2017, he was re-appointed to the Management Board for the current term of office. |
He is Vice-President of the Management Board of PKO Bank Polski SA in charge of the Risk Management Area, upon the approval of the Polish Financial Supervision Authority on 8 January 2013. He graduated from the Faculty of Organization and Management at the Academy of Economics in Wrocław. He has more than 20 years’ experience in banking; since 2000, he has been working as manager, mainly in charge of risk, restructuring and loans. He has worked for international financial groups operating in Europe, the USA and South America. He is a member of supervisory boards, creditors’ committees, a member and chairman of key risk management committees. He participated in the development of the strategy of Bank Zachodni WBK SA, was directly responsible for risk management, the optimization of debt collection and restructuring processes, and cooperated with the regulators in Poland and abroad.
After graduating in 1991, he began his professional career in Bank BPH SA, in the area of loans. In 1992, he started work at Bank Zachodni SA, and then, after the merger with Wielkopolski Bank Kredytowy SA he worked for BZ WBK SA. In the years 1992–2000 he was employed In the Department of Capital Investments, and then in the years 2000–2005 he was the Director of the Department of Credit Quality Control. In the years 2005–2008 he was the Director of Business Intelligence and Risk Management Area, and in the years 2008–2010 – Deputy Chief Risk Officer. Since January 2011 he was Chief Credit Officer and since March 2012 also Deputy Chief Risk Officer. Moreover, he was Chairman of the Loan committee at BZ WBK SA, Deputy Chairman of the Credit Risk Forum, and Deputy Chairman of the Risk Model Forum. |
| Functions performed in Committees as at 31 December 2018 | The Bank’s Loan committee (Chair of the Committee);
Operational Risk Committee (Chair of the Loan committee); Risk Committee (Deputy Chair of the Committee); Assets and Liabilities Management Committee (Member of the Committee); Strategy Committee (Member of the Committee); IT Security Committee (Member of the Committee); Data Quality Committee (Member of the Committee). |
| Jakub Papierski – Vice-President of the Management Board of the Bank in charge of the Corporate and Investment Banking Area | |
| Member of the Management Board since 22 March 2010.
On 14 June 2017, he was re-appointed to the Management Board for the current term of office. |
He graduated from the Warsaw School of Economics. Has a Chartered Financial Analyst (CFA) licence.
He started his professional career in 1993 in the Pro-Invest International consulting company. From 1995 to 1996, he worked for ProCapital Brokerage House and subsequently for Creditanstalt Investment Bank. In March 1996, he started work for Deutsche Morgan Grenfell/Deutsche Bank Research, where he was responsible for the banking sector in Central and Eastern Europe. From November 2001 to September 2003, he worked for Bank Pekao SA as Executive Director of the Financial Division, directly supervising the financial and fiscal policy of the bank, management information systems, as well as the treasury and management of investment portfolios; moreover, he was a member of the Assets and Liabilities Management Committee in the Bank. In October 2003, he was appointed President of the Management Board of Centralny Dom Maklerski Pekao SA. In September 2006, he also took up the position of Deputy Chairman of the Supervisory Board of Pioneer Pekao TFI SA. From May 2009, he was acting President of the Management Board of Allianz Bank Polska SA and in October 2009 he became President of the Management Board. From 2005 to 2009, he was Chairman of the Programme Council of the Capital Market Leader Academy established at the Lesław Paga Foundation and is now a member of the Programme Council. |
| Functions performed in Committees as at 31 December 2018 | The Bank’s Loan committee (Deputy Chair of the Committee and Member of the Loan committee for models on a rotational basis);
Assets and Liabilities Management Committee (Member of the Committee); Risk Committee (Member of the Committee); Strategy Committee (Member of the Committee). |
| Jan Emeryk Rościszewski – Vice-President of the Management Board of the Bank in charge of the Retail Market | |
| Member of the Management Board since 18 July 2016.
On 14 June 2017, he was re-appointed to the Management Board for the current term of office. |
He graduated from the Faculty of Humanities of the Catholic University of Lublin, with an MA in history. He earned a DEA diploma from the Paris Institute of Political Studies (Institut d’Etudes Politiques de Paris) and holds an Executive MBA diploma. He completed various training courses in finance, insurance and management in France, Great Britain and Poland. He also has insurance broker’s qualifications.
In 1990–1991 he worked in France for AXA Banque and AXA International, and in 1991–1993 for Groupe Azur. From 1993 to 1996, he was the Member of the Management Board of TU Azur Ostoja SA and TUnŻ Azur Życie SA. Since 1996 he worked for BNP Paribas. In 1998–2016, he managed – as President of the Management Board – Towarzystwo Ubezpieczeń na Życie Cardif Polska SA, which is currently part of BNP Paribas. Simultaneously, in 2001–2016 he held the position of Director General of Cardif Assurance Risques Divers in Poland. He has held many additional professional positions, such as Chairman of the Supervisory Board of Pocztylion-Arka Pension Fund Company (1998–2016), Deputy Chairman of the Supervisory Board of Postal Financial Services Agency SA (2000–2014), member of the Audit Committee of the Polish Insurance Association (2012–2016), member of the Supervisory Board of BBI Development NFI SA (2011–2018), Member of the Supervisory Board of PKO Leasing SA (2016–2018) and PKO Faktoring SA (2017–2018). Currently he is Chairman of the Supervisory Board in the following PKO Bank Polski SA Group companies: PKO TFI SA, PKO TU SA, PKO Życie TU SA, Member of the Supervisory Board of PKO Bank Hipoteczny SA and Deputy Chair of the Supervisory Board of Bank Pocztowy SA. From 1981 to 1983, he was active in the charity organization of the Primate’s Committee for Help to People Deprived of Liberty. He is a Knight of Honour and Devotion of the Sovereign Military Order of Malta, and has held the position of hospitaller of the Polish Association of the Sovereign Military Order of Malta. He is a member of the Management Board of the Page of History Foundation (since 2007) and a member of the Warsaw Mountaineering Club. He was awarded the Officer’s Cross of the Order of Polonia Restituta and Bene Merito MSZ for strengthening Poland’s position on the international arena. He is author and co-author of historical books and articles on finance and management. |
| Functions performed in Committees as at 31 December 2018 | Risk Committee (Member of the Committee);
Strategy Committee (Member of the Committee); The Bank’s Loan committee (Member of the Loan committee for models on a rotational basis). |
In 2018 there were no changes in the composition of the Bank’s Management Board.
The Management Board makes decisions in the form of resolutions.
Declarations on behalf of the Bank shall be made by:
- the President of the Management Board acting independently;
- two members of the Management Board acting jointly or one member of the Management Board with a proxy;
- two proxies acting jointly;
- attorneys acting independently or jointly, within the framework of the power of attorney granted.
In accordance with § 20 section 1 of the Articles of Association of PKO Bank Polski SA, the competencies of the Management Board include all matters related to managing the affairs of PKO Bank Polski SA, including purchase and disposal of real estate, share in real estate or perpetual usufruct right that do not require consent of the General Meeting of Shareholders, that do not fall within the competencies of the General Meeting of Shareholders or the Supervisory Board, in accordance with the provisions of the generally applicable law or provisions of the Articles of Association of PKO Bank Polski SA.
Taking decisions on incurring liabilities or disposal of assets, the total value of which vs. one entity, exceeds 5% of equity, shall remain within competences of the Management Board, subject to competences of the General Shareholders’ Meeting.
Decisions on the acquisition of the Bank’s shares for the purposes of their redemption and determining the value of remuneration for shares redeemed, and on increasing or reducing the Bank’s share capital does not remain within competences of the Management Board – they are taken by the General Shareholders’ Meeting.
Resolutions of the Management Board are required with respect to all matters exceeding the scope of the Bank’s normal activities. Resolutions of the Management Board will be passed by an absolute majority of votes. In the event of an equal number of votes, the President of the Management Board has the casting vote. The Management Board’s working procedures and matters that require a resolution passed by the Management Board are specified in the Rules of the Management Board. Members of the Management Board participate in managing the activities of the Bank in line with the principles set out in the Rules of the Management Board and the Organizational Rules of the Bank. Members of the Management Board supervise the areas of activities allocated to them, and take decisions on matters of ordinary management within the supervised activity areas.
As at the end of 2018, the following standing committees functioned in the Bank with the participation of Members of the Management Board:
| Assets and Liabilities Management Committee of PKO Bank Polski SA | |
|---|---|
| Purpose | Managing assets and liabilities by influencing the structure of the balance sheet of PKO Bank Polski SA and its off-balance sheet items in a manner conducive to achieving the optimum financial result. |
| Tasks | Supporting the Management Board in the Bank’s following activities:
|
| Risk Committee | |
| Purpose | Setting strategic directions and tasks in the scope of banking risk in the context of the Bank’s strategy and circumstances arising from the macroeconomic situation and the regulatory environment, analysing periodic reports related to the banking risks and developing appropriate guidance based thereon, as well as preparing the banking risk management strategy and its periodic review. |
| Tasks |
|
| Loan committee of the Bank | |
| Purpose | Management of credit risk occurring when taking lending decisions or decisions concerning liabilities managed by responsible units of the Bank, as well as management of the risk of losses as a result of taking incorrect business decisions on the basis of the credit risk models. |
| Tasks |
|
| Operational Risks Committee | |
| Purpose | Effective management of operational risk, improving the safety of the Bank’s operating activities. |
| Tasks |
|
| Transformation Committee | |
| Tasks |
|
| Strategy Committee | |
| Purpose | Oversight of the strategic planning process and management of the Bank’s strategy. |
| Tasks |
|
| IT Architecture Committee | |
| Purpose | Development of the IT architecture ensuring the implementation of the Bank’s Strategy. |
| Tasks |
|
| IT Security Committee | |
| Purpose | Increasing the effectiveness of supervision and control over the IT system safety in PKO Bank Polski SA (SIB). |
| Tasks | Issuing recommendations on the SIB safety, in particular related to:
|
| Data Quality Committee | |
| Purpose | Setting strategic directions of the activities relating to data quality management and data architecture in the Bank in the context of the Data Management System (DMS), oversight of its functioning and assessment of its effectiveness and the activities undertaken by the individual organizational units. |
| Tasks | Taking decisions on data management in the Bank, including in particular decisions pertaining to:
|
In addition to the aforementioned functions, Members of the Management Board were also members of non-standing committees, including steering committees established within the framework of projects being implemented.
Shares of PKO Bank Polski SA held by the Bank’s authorities
The table below presents the shares in the Bank held by Members of the Management Board as at 31 December 2018. The nominal value of each share is PLN 1.
| No. | Name and surname | Number of shares at 31.12.2018 | Purchase | Disposal | Number of shares at 31.12.2017 |
|---|---|---|---|---|---|
| Management Board of the Bank | |||||
| 1. | Zbigniew Jagiełło, President of the Management Board | 11,000 | 0 | 0 | 11,000 |
| 2. | Rafał Antczak, Vice-President of the Management Board | 0 | 0 | 0 | 0 |
| 3. | Rafał Kozłowski, Vice-President of the Management Board* | 0 | 0 | 0 | x |
| 4. | Maks Kraczkowski, Vice-President of the Management Board | 0 | 0 | 0 | 0 |
| 5. | Mieczysław Król, Vice-President of the Management Board | 5,000 | 0 | 0 | 5,000 |
| 6. | Adam Marciniak, Vice-President of the Management Board | 0 | 0 | 0 | 0 |
| 7. | Piotr Mazur, Vice-President of the Management Board | 4,500 | 0 | 0 | 4,500 |
| 8. | Jakub Papierski, Vice-President of the Management Board | 3,000 | 0 | 0 | 3,000 |
| 9. | Jan Emeryk Rościszewski, Vice-President of the Management Board | 0 | 0 | 0 | 0 |
*members of the Bank’s Management Board who did not perform the function as at 31 December 2017
As at 31 December 2018, Members of the Supervisory Board of PKO Bank Polski SA did not hold any shares in PKO Bank Polski SA.
As at 31 December 2018, Members of the Supervisory Board and the Management Board of PKO Bank Polski SA did not hold any shares in related companies of PKO Bank Polski SA, understood as its subsidiaries, jointly controlled companies and associated companies.
In 2018, neither the Bank nor the companies belonging to the Bank’s Group concluded any agreements based on which any changes might occur in the future in the proportions of the shares held by the current shareholders or bond holders.
Diversity policy
Diversity management in the Bank pertains to all employees, its authorities and key managers. Diversity-related activities relate to many aspects of the activities of the Bank’s Group, and take into account respect for other people, equal treatment and the utilization of employee potential. Once a year, these initiatives are presented to the Supervisory Board and the Management Board of the Bank.
Diversity means that people are important irrespective of gender, age, health condition, sexual orientation, religion, marital status or country of origin.
The Bank’s Code of Ethics and Work Rules include provisions pertaining to, among other things, counteracting discrimination due to gender, age, disablement, race, religion, nationality, political views, trade union membership, ethnic origin, sexual orientation or due to employment for a fixed or indefinite period or on a full-time or part-time basis.
When carrying out recruitment projects, the Bank’s Group complies with provisions on equal treatment in employment and occupation. Processes related to candidate selection are based on objective grounds, and their subsequent stages are carried out in compliance with the agreed procedures and rules.
The essence of the job valuation process in the Bank’s Group is the job valuation based on substantial criteria, which prevents discrimination.
Principles for the implementation of occupational health and safety tasks, as well as technology and technical solution standards require implementing the steps necessary to adjust workstations for disabled staff.
The Bank’s Group employs and provides opportunities for pupils, students and graduates of secondary schools and universities with various profiles.
Employee appraisals are carried out on an annual basis, based on a competence model including general corporate, leadership and specific competencies. Within the framework of the periodic appraisal system, every employee together with his/her superior agrees on an individual development plan during the periodic interview.
Diversity management also pertains to members of the Supervisory Board and the Management Board of PKO Bank Polski SA and key managers. Managers and supervisors are persons of different gender, age and experience.
| Gender | Women | Men |
|---|---|---|
| Supervisory Board | 2 | 8 |
| Management Board | – | 9 |
| Key management | 113 | 172 |
| Age | 30-40 years | 41-50 years | 51-60 years | above 60 |
|---|---|---|---|---|
| Supervisory Board | – | 2 | 2 | 6 |
| Management Board | 2 | 3 | 3 | 1 |
| Key management | 63 | 156 | 60 | 6 |
| Years of service in PKO Bank Polski SA | up to 5 years | 5-10 years | 10-15 years | 15-20 years | above 20 years |
|---|---|---|---|---|---|
| Supervisory Board | 9 | 1 | – | – | – |
| Management Board | 6 | 3 | – | – | – |
| Key management | 59 | 98 | 43 | 42 | 43 |
The Bank also introduced provisions which set the directions for selecting, appointing and planning succession, including staff resources and assessing the appropriateness of the management board members and persons holding the key functions at the Bank. These persons are assessed in terms of their competences, knowledge and skills, experience adequate to the position and reputation understood as sufficiently unblemished opinion, honesty and ethical behaviour. As a result of the decisions implemented, the Supervisory Board makes decisions on selection and assessment of the Management Board Members and the Management Board Members make decisions on selection and assessment of the MRT (Material Risk Takers). The Supervisory Board monitors the effectiveness of the Policy applied and in appropriate cases, makes changes taking into account the recommendations of the Committee for Nominations and Remuneration.