Corporate governance

The Bank’s overriding aim regarding information activities is to guarantee high standards of communication with the participants of the capital market, which are a sign of respect for the principles of universal and equal access to information. To achieve this aim, the Bank pursues its information policy in a manner that ensures proper, reliable and complete access to information about the Bank for all investors, with no preferences as regards any of them. The above rules have been formally adopted by the Bank in the “Principles of the information policy of PKO Bank Polski S.A. regarding contacts with investors and customers”, which can be found on the Bank’s website.

The Bank communicates with the investors directly, by organizing online performance meetings, by participating in a wide range of investor conferences and bilateral meetings (for more information see section 11.1.3), and through its activity on the corporate website, which contains a section dedicated to investor relations. The website contains key information on the Bank and the securities issued, including the information on the Bank’s strategy, financial statements, presentations, key financial data in a format that allows its direct use, contact details and other information which is usually published by companies, in accordance with the relevant recommendations.

In the investor relations section under Corporate governance – PKO Bank Polski (pkobp.pl) there is information on the corporate governance principles, the main corporate documents, policies and reports, as well as information on the application of Good Practices.

In order to ensure appropriate communication with stakeholders, the Bank published on its website the information on its strategy, measurable objectives, including in particular long-term objectives and planned activities, and progress in their execution. This information can be found in the investor relations section Investor’s day – strategy presentation – PKO Bank Polski (pkobp.pl).

The Bank’s ESG policy is an important aspect of communication with the market. The Bank has noted a rapid increase in the investors’ and analysts’ interest in this area, including in particular the issues concerning the natural environment and preventing climate change.

ESG issues are a part of the PKO Bank Polski S.A. strategy for the years 2020-2022. The Bank conducts its activities in a responsible manner, taking into consideration environmental issues. It is aware of the challenges resulting from climate changes, which is reflected in the non-financial objectives and policies adopted. The Bank eliminates activities which are harmful to the environment, supports environmental education in line with the principle of social responsibility, and considers the impact of its actions on society, the customers, suppliers, employees and shareholders. The Bank’s strategy also takes into account social and employment aspects.

The ESG risk assessment is an integral part of the creditworthiness assessment of business entities. Each customer is assigned an ESG category (positive, neutral, potentially negative or negative). The risk management strategy defines three main ESG risk management principles and a strategic limit of tolerance to ESG risk, in order to reduce exposure to high emission sectors.

In the second quarter of 2021, the Bank adopted key performance indicators for the individual ESG areas. The indicators are described in detail on the Bank’s website at ESG in the PKO Bank Polski Group (pkobp.pl), and information on the level of their implementation will be updated on an ongoing basis. Moreover, in 2022 the Bank will publish on its website a summary of the expenditure incurred in 2021 by the Bank, the PKO Bank Polski Foundation and the Bank Group companies on supporting culture, sports, charities, media, social organizations, trade unions, etc.

In order to ensure that investors have access to up-to-date financial information, the Bank publishes its financial statements as soon as possible after the reporting date.

Such publications are accompanied by meetings with the shareholders, analysts and representatives of the media, at which the Management Board presents and comments on the adopted strategy and its execution, the Bank’s and its Group’s financial results, and the most important events affecting the Bank’s operations, results and prospects for the future.

The meetings can be held in person, online or in a hybrid form. In the case of remote meetings, the Bank ensures that they are interactive, i.e. that bilateral communication is possible, so that questions can be asked and answered.

Due to the pandemic, in 2021 the meetings were held remotely.

Video recordings of the meetings with the media and analysts are published on the Bank’s website at Video conferences and teleconferences – PKO Bank Polski (pkobp.pl) .

In addition to the regular meetings associated with the publication of results, dialogue with shareholders is carried out on an ongoing basis. The investors’ questions are answered immediately after their receipt, not later than within 14 days. If more time is required due to special circumstances, the investor is notified in advance about the planned date of providing the response. The Bank does not limit the group of persons entitled to information to the shareholders. When answering questions, the Bank assesses the possibility of providing a response to a specific question taking into account the need to protect company secrets or a potential conflict with the applicable laws. It also evaluates the importance of the question in order to provide explanations within an appropriate time and at the appropriate level of detail.

The Bank also has recommended internal regulations in place concerning the provision of explanations and rectification of false, inaccurate or detrimental media reports.

Members of the Management Board and Supervisory Board are appointed in a manner allowing for the selection of persons having high qualifications, skills and experience that are adequate to their position and ensuring that the Management Board and Supervisory Board members (both individually and collectively) will issue independent opinions and decisions in all areas of the Bank’s operations.

The above is reflected in the following policies in place at the Bank:

• the policy concerning the assessment of appropriateness of the candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A. (adopted by the General Shareholders’ Meeting);
• the policy concerning the appropriateness of the Management Board members and key officers of the Bank and appropriateness assessment at the Bank’s Group companies (adopted by the Supervisory Board of the Bank).

The policy for ensuring diversity of the composition of the Management Board and Supervisory Board is a part of the suitability policy.

The diversity policy defines diversity objectives and criteria and is designed to ensure that members of the Management Board and Supervisory Board are appropriately selected to obtain a broad range of competences, knowledge and skills that are adequate for the position and, at the same time, to ensure diversity in terms of age and gender. The competent authorities that select candidates for specific positions take into account the result of suitability assessment and aim at achieving a balance between genders or at least 30% representation of the less numerous gender. The aforementioned suitability policies also specify deadlines and methods for monitoring the achievement of diversity objectives.

In accordance with the Bank’s Articles of Association, if the number of Supervisory Board members drops below five, the General Shareholders’ Meeting must be convened to appoint an appropriate number of members.

The Bank’s Supervisory Board, as part of succession management, makes decisions regarding the selection of new members of the Bank’s Management Board keeping in mind the objective to ensure continuity in decision making with regard to the area of the Bank’s operations supervised by a given member of the Management Board, the need to ensure execution of the Bank’s strategic objectives, the principle of diversity of the Management Board composition and the collective suitability of the Management Board.

As at 31 December 2021, the Supervisory Board was composed mainly of independent members. The Chair of the Supervisory Board does not combine his function with managing the work of the audit committee of the Supervisory Board.

In accordance with the rules, the Supervisory Board members voting against a resolution may express a dissenting opinion (which shall be recorded in the minutes). The Supervisory Board votes on resolutions by open ballot. Voting by secret ballot is ordered when personal issues are discussed or at the request of at least one Supervisory Board member.

Members of the Supervisory Board devote the necessary amount of time for the performance of their duties. The turnout is very high and any absences are justified.

The Supervisory Board may use the services of external advisors, experts or consultants at the Bank’s cost.

Since the Bank has adopted all principles contained in Good Practices 2021, as of 2021 the Supervisory Board reports will contain all elements required by Good Practices 2021.

Serving on the Bank’s Management Board is the main area of activity for the members of this body, who do not take any other professional activity if devoting their time to such activity would make it impossible for them to serve on the Management Board diligently.

Appointment of a Management Board member to the supervisory body of a company which does not belong to the Bank’s Group requires the approval of the Supervisory Board.

The Bank maintains effective systems of internal control, risk management and compliance, as well as an effective internal audit function, which are adequate to its size and the type and scale of its activities. The responsibility for the functioning of these systems lies with the Management Board. The Bank has separated in its structure units responsible for the performance of tasks in the particular areas described above.

The risk management process consists of the following main components: the risk management strategy adopted by the Management Board and approved by the Supervisory Board, the processes for managing the specific types of identified risk, and regular reviews of the aforementioned strategy and processes. The task of the internal audit function is to analyse and assess the adequacy and effectiveness of the internal control system and the risk management system, as well as compliance with the generally applicable laws, supervisory recommendations and the Bank’s internal regulations.

The Bank appoints an internal auditor who manages the internal audit function. Appointment of the Internal Audit Department (IAD) director requires the prior approval of the Supervisory Board. The Department is independent and its head directly reports to the President of the Management Board. The IAD operates in accordance with the law, the PFSA supervisory regulations, good practices and the International Standards for the Professional Practice of Internal Auditing published by the Institute of Internal Auditors.

In accordance with the adopted regulations, the heads of the internal audit unit, the compliance unit and the second level risk management units receive variable remuneration for the achievement of their objectives, and their remuneration is not dependent on the results of the Bank, its subsidiaries and the Bank’s Group.

The persons responsible for risk management and compliance at the Bank report directly to the President or another member of the Management Board. In accordance with the Bank’s organizational structure, the head of the Bank’s unit responsible for compliance and reputation risk reports directly to the President of the Management Board, and the heads of the structures responsible for the management of other risks report to the Management Board member supervising the Risk Management Area. The organizational structure of the subsidiaries that are significant to the operations of the Bank’s Group also complies with the Good Practices 2021. These companies have also implemented the Bank’s remuneration policy.

The IAD every year presents to the Management Board, the Audit Committee of the Supervisory Board and the Supervisory Board an annual report, which contains information on the assessment of the effectiveness of the Bank’s internal control system and risk management system, based on the results of the audits performed.

The Supervisory Board performs an assessment of the internal control system and its individual components, including the control function, which comprises the controls that are part of the processes and the systems or applications that support them and compliance. The Supervisory Board performs its annual assessment on the basis of the information and reports provided by the Management Board, the Audit Committee of the Supervisory Board and the Head Office organizational units, as well as the findings of the registered auditor and the supervisory authorities, including in particular the PFSA and the Office of Competition and Consumer Protection (UOKiK), and based on qualitative aspects and criteria. The Supervisory Board is supported in such activities by the Audit Committee of the Supervisory Board, which monitors the effectiveness of the internal control system and issues opinions on draft internal regulations of the Bank in this respect.

The IAD activities are subject to an independent external evaluation at least once in five years. The last such evaluation was performed in 2019 and its results confirmed that the IAD complies with the regulatory requirements and good practices. Additionally, as a result of the evaluation, the IAD was given the title of Innovation Generator, which is the highest category available on the Polish market to audit units of commercial banks in the internal audit practice maturity model applied by the consultancy which performed the evaluation.

The Bank’s aim is to convene annual General Shareholders’ Meetings as soon as possible after the publication of the annual report. The time between the publication of the report and the Annual General Shareholders’ Meeting was significantly shortened in the last five years.

The Bank sets the place, date and form of the General Shareholders’ Meetings taking into account the need to allow as many shareholders as possible to participate. The Bank did not organize any General Shareholders’ Meetings using means of electronic communication (e-meeting) in 2021. As a result of adopting all principles contained in Good Practices 2021, the Bank allows the possibility of organizing e-meetings if it is expected by the shareholders. The Bank is able to provide the necessary technical infrastructure.

Irrespective of the above, in order to ensure maximum transparency of the decision-making process, the General Shareholders’ Meetings are broadcast in real time and they are open to media representatives.

The principle that all draft resolutions presented to the General Shareholders’ Meeting by the Management Board or by the shareholders must contain a justification is applied and effectively enforced.

On 7 June 2021, the Annual General Shareholders’ Meeting adopted all principles contained in Good Practices 2021, including the principle that draft resolutions must be presented not later than 3 days before the date of the meeting and that the candidates to the Supervisory Board must make the necessary statements. The General Shareholders’ Meetings organized after 1 July 2021 complied with these principles and the Supervisory Board issued opinions on draft resolutions placed by the Management Board on the agenda of the General Shareholders’ Meeting.

As a rule, the Management Board and Supervisory Board members participate in the General Shareholders’ Meetings. In 2021 their participation took different forms – either of the physical presence at the place of the meeting or of real time bilateral communication with the use of electronic means. These bodies were represented by persons capable of discussing the matters on the agenda and providing informed responses to any questions asked during the meeting. The Management Board presented the financial results and other relevant information contained in the financial statements and discussed significant events relating to the previous financial year, comparing the presented data to the preceding years.

In 2021 the General Shareholders’ Meetings did not make any decisions to issue shares with or without pre-emptive rights. Nevertheless, the Bank has not identified any reasons not to apply Good Practices 2021 with respect to such decisions.

In accordance with the Bank’s dividend policy adopted in 2021, the Bank intends to disburse dividends in the long term in a stable manner, in compliance with the policy of prudent management of the Bank and the Bank’s Group. At the present stage, the Bank does not identify any reasons not to apply Good Practices 2021 with respect to limiting the possibility of retaining the total profit earned in a given year at the Bank.

The Bank has adopted the principles for the management, identification and disclosure of conflicts of interest or potential conflicts of interest and taking actions to control such conflicts, minimize their occurrence and mitigate their adverse effect on the Bank’s operations and its relations with the customers and other entities.

These principles regulate e.g. the responsibilities of the members of the Bank’s bodies with respect to reporting potential and actual conflicts of interest and limiting the involvement of persons who have a potential conflict of interest in the matters to which such conflict of interest relates. In accordance with the rules and regulations of the Management Board and the Supervisory Board, their members have the right to express dissenting opinions, which are recorded in the minutes of the Management or Supervisory Board meeting.

The principles of conflict management also apply to preventing preference of some shareholders over the others – all transactions and agreements must be concluded on an arm’s length basis, in compliance with the generally applicable laws and the Bank’s internal regulations.

The Bank has a remuneration policy for members of the Supervisory Board and the Management Board adopted by the Annual General Shareholders’ Meeting in 2020.

According to this policy, the total remuneration of a member of the Bank’s Management Board consists of a fixed part and a variable part. The variable remuneration depends on the level of achievement of management objectives such as: achieving the net financial result of the Bank and the Bank’s Group, achieving the indicated economic and financial indicators (including the customer satisfaction indicator), implementing the strategy of the Bank and the Bank’s Group and maintaining the market position of the Bank. The Supervisory Board defines objectives for the individual Management Board members, which should also include such criteria as acting in the public interest, taking part in environmental protection and preventing potential adverse social effects of the Bank’s operations.

PKO Bank Polski S.A. also adopts rules on the remuneration of employees whose activities have a significant impact on the Bank’s risk profile (Material Risk Takers; hereinafter: MRT). The variable remuneration of MRT is directly linked to the Bank’s financial situation and the growth of its value, with the reservation that the managers of the internal audit unit, compliance unit, legal unit and the organizational units responsible for second level risk management and HR matters receive variable remuneration for the achievement of the objectives resulting from their functions, and their remuneration shall not depend on the financial performance of the areas of the Bank’s operations controlled by them.

The variable remuneration of employees whose activities have a significant impact on the Bank’s risk profile depends on the level of achievement of their bonus targets, which, depending on their individual responsibilities, may include e.g. customer satisfaction index or the level of execution of the Bank’s strategy.

The level of remuneration of members of the Bank’s authorities and MRT is adequate to the scope of tasks entrusted to particular persons. The work in committees of the Bank’s Supervisory Board is taken into account in the remuneration of the members of these committees. The amount of remuneration of the Supervisory Board members does not depend on the Bank’s short-term results.

PKO Bank Polski S.A. 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 Management Board. The Supervisory Board supervises the implementation and the functioning of the internal control system and assesses its adequacy and effectiveness, including the adequacy and effectiveness of the control functions, the compliance unit, and the internal audit unit. The assessment of the internal control system is based on specific criteria and takes into account:

• information provided by the Bank’s Management Board, Audit Committee of the Bank’s Supervisory Board, compliance unit and internal audit unit;
• findings made by the statutory auditor and resulting from the supervisory activities of authorized institutions;
• other information and documents relevant to the 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 on an ongoing basis.

The objectives of the internal control system are to ensure:

• efficiency and effectiveness of the Bank’s operations;
• reliability of the financial reporting;
• compliance with risk management principles at 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 at the Bank.

The internal control system is arranged at the Bank on three independent levels:

• the first level 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 which perform risk-generating operational tasks and operate under separate internal regulations of the Bank;
• the second level comprises the activities of:
  • the compliance unit;
  • the specialized organizational structures of the Bank responsible for identification, measurement, control, monitoring and reporting of risks, threats and irregularities in order to ensure that the activities implemented at the first level are properly designed and the second level structures effectively manage the risks and support the effectiveness of the Bank’s operations;
• the third level comprises the activities of the internal audit unit, which performs independent audits of elements of the Bank’s management system, including the risk management system and the internal control system.

The levels are independent, i.e.:

• the second level is separate from the first level in creating systemic solutions;
• the third level is separate from the first and the second level.

The internal control system at the Bank comprises:

• the control function;
• the compliance unit;
• the 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 a particular function.

The control function comprises:

• controls;
• independent monitoring of compliance with controls;
• reporting within the control function.

PKO Bank Polski S.A. identifies material processes which have a significant impact on the performance of the internal control system objectives and the Bank’s business goals, and ensures periodical reviews of the processes with regard to their materiality.

Controls are embedded in the processes, systems and IT applications in place at PKO Bank Polski S.A. These controls are tailored to the objectives of the internal control system and the specific nature of the Bank’s operations. These controls are subject to independent monitoring on all internal control system levels, which includes testing and ongoing review of controls.

The compliance unit is an organizationally independent unit. It plays a key role in ensuring compliance and management of compliance risk. Compliance risk is understood as the risk of facing legal penalties, incurring financial losses or a reputation loss as a result of non-compliance with the generally applicable laws, internal regulations of the Bank and the market standards adopted by the Bank on the part of the Bank, the Bank’s employees or entities operating on the Bank’s behalf. The compliance unit is responsible for developing solutions aimed at ensuring compliance and 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 in order 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 the adequacy and effectiveness of risk controls and controls selected for the audit (assurance activities);
• create value through identifying potential improvements of processes at the Bank (advisory activities).

The assessment of individual areas of the Bank’s operations is carried out regularly and in an organized manner. Suggestions and recommendations issued as part of the audit are aimed at eliminating identified gaps and increasing the quality and effectiveness of the functioning of the Bank and the other entities of the Bank’s Group.

Information on irregularities, results of assessments and other material issues identified by individual components of the internal control system are presented in periodical reports addressed to the Management Board, the Supervisory Board Audit Committee, the Supervisory Board Risk Committee or the Supervisory Board.

Other entities of the Bank’s Group have internal control systems adapted to the specific nature of their activities. These entities develop and implement internal regulations defining, in particular, control tasks performed within the framework of the internal control system and the allocation of responsibility for these tasks. The manner of functioning of internal control systems depends on the business entity’s size and scope of its operations. The audit units in the Bank’s Group operate on the basis of a long-term cooperation model aimed at ensuring common internal audit standards.

The majority of the entities have separate 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 company and its organizational structure (small entities with a limited scope of business), the internal control functions are performed by the management staff, without structurally separating the internal control function or unit.

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. These 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. The annual financial statements are reviewed by the Audit Committee of the Supervisory Board and adopted by the Supervisory Board, and are then approved for publication by the Management Board of PKO Bank Polski S.A.

Moreover, the Supervisory Board performs annual assessments of the compliance of the annual consolidated financial statements of the Bank’s Group, the annual financial statements of the Bank and the Directors’ Report on the operations of the Bank’s Group and of the Bank with the books, documents and facts, pursuant to Article 382 (3) of the Commercial Companies Code.

The tasks of the Supervisory Board Audit Committee include 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 and assessment of cooperation between the Supervisory Board Audit Committee and the audit firm are provided in the annual report on the activities of the Audit Committee, which is attached to the report on activities of the Supervisory Board.

On 13 December 2018, pursuant to § 15 clause 1 point 2 of the Bank’s Articles of Association, the Bank’s Supervisory Board selected PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp. k. (PwC) as the audit firm to audit and review the financial statements of the Bank and of the Bank’s Group for the years 2020-2021. PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp. k. with its registered office in Warsaw, ul. Polna 11, is entered in the list of audit firms maintained by the National Board of Registered Auditors under the number 144. On 24 January 2019, the Bank concluded an agreement with PwC for the audit and review of the financial statements of the Bank and the Bank’ Group for the years 2020-2021.

Information on the audit firm’s fees payable for the financial year and the previous financial year, separately for the audit of the financial statements and for other assurance services, including the review of the financial statements, is provided in note 80 of the financial statements of the Bank’s Group for the year 2021.

Furthermore, on 23 September 2021, the Bank’s Supervisory Board selected PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp. k. as the audit firm to audit and review the financial statements of the Bank and of the Bank’s Group for the years 2022-2023.

On 11 February 2021, the District Court in Warsaw, the 13th Business Department of the National Court Register, registered an amendment to the Bank’s Articles made pursuant to § 1(2) of resolution 3/2019 of the Extraordinary General Shareholders’ Meeting of PKO Bank Polski S.A. dated 17 September 2019. The amendment concerns extending the scope of the Bank’s activities by adding the services relating to Employee Capital Plans (PPK). The PFSA approved this amendment to the Articles.

In addition to matters stipulated in generally binding legal regulations, the competences of the General Shareholders’ Meeting include passing resolutions on:

• appointing and dismissing members of the Supervisory Board;
• approving the Rules of the Supervisory Board;
• purchasing shares of the Bank 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 the 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 and Supervisory Board;
• approval of: financial statements (of the Bank and the Bank’s Group), Directors’ Reports (on the operations of the Bank and the Bank’s Group) and reports on the activities of the Supervisory Board;
• 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 leasing out of the enterprise or an organized part thereof and creation of a limited property right thereon,
• amendments to the Bank’s Articles of Association;
• increase or decrease in the Bank’s share capital.

Unless the Commercial Companies Code provides otherwise, the General Shareholders’ Meeting is valid irrespective of the number of shares represented.

In accordance with the Bank’s Articles and within the scope specified in the Rules of the Supervisory Board, the Supervisory Board should express an opinion on matters placed on the agenda of the General Shareholders’ Meeting, and the shareholders should be given enough time to understand that opinion.

Resolutions of the General Shareholders’ Meeting shall be passed by an absolute majority of votes unless generally binding legal provisions or provisions of the Bank’s Articles of Association provide otherwise.

In accordance with the Bank’s Articles:

• removing a matter from the agenda or desisting from further consideration of a matter placed on the agenda at the request of shareholders shall require a resolution of the General Shareholders’ Meeting passed by a three-quarter majority of the votes after obtaining the consent of all shareholders present at the General Shareholders’ Meeting who requested that the matter be placed on the agenda.
• resolutions of the General Shareholders’ Meeting on share preferences and issues concerning the Bank’s merger by transfer of all of its assets to another company, its liquidation, decrease of the share capital by redeeming a part of the shares without a simultaneous share capital increase or changing the scope of the Bank’s activities resulting in the discontinuation of its banking activities require a 90% majority of the votes cast.

The General Shareholders’ Meeting may adjourn sessions by a majority of two-thirds of the votes. Such adjournment may not exceed a total of thirty days.

The General Shareholders’ Meeting passes resolutions in an open vote, with the reservation that a secret ballot shall be ordered in respect of:

• elections of members of the Bank’s authorities;
• motions to dismiss members of the authorities or liquidators of PKO Bank Polski S.A.;
• motions to bring members of the authorities or liquidators of PKO Bank Polski S.A. to justice;
• personnel matters;
• at the request of at least one shareholder present or represented at the General Shareholders’ Meeting;
• in other situations specified in generally binding legal regulations.

The General Shareholders’ Meeting is convened by announcement published on the Bank’s website and in the manner specified for the disclosure of current information by public companies. An announcement, including the materials presented to the shareholders, is available on the Bank’s website in the section “Investor relations” at General Shareholders’ Meeting – PKO Bank Polski (pkobp.pl) from the date of convening the General Shareholders’ Meeting.

The General Shareholders’ Meetings are held in the registered office of PKO Bank Polski S.A. or in another location in Poland, which is indicated in the announcement on convening the meeting. The meetings are broadcast online in real time. Representatives of the media are allowed to participate in the General Shareholders’ Meetings.

The General Shareholders’ Meetings may be recorded with the use of devices recording sound or sound and image. Personal data is processed in compliance with the principles defined in the announcement on convening the General Meeting. The recordings of the General Shareholders’ Meetings are published by the Bank on its website in the section “Investor relations” at Video conferences and teleconferences – PKO Bank Polski (pkobp.pl).

The most important rights of the shareholders of PKO Bank Polski S.A. include:

• participation in profit recognized in the Bank’s financial statements (audited by a registered auditor) and earmarked by the General Shareholders’ Meeting for payment to the shareholders;
• the possibility of participation in the General Shareholders’ Meeting, including the right to vote, put forward motions, make objections and ask questions.

Shareholders representing at least half of the share capital or the total number of votes at the Bank can convene the Extraordinary General Shareholders’ Meeting.

A shareholder or shareholders representing at least one-twentieth of the total number of votes or the total number of shares may request that the Extraordinary General Shareholders’ Meeting be convened and certain matters be placed on its agenda. They also may, before the date of the General Shareholders’ Meeting, submit to the Bank in writing or via electronic means of communication draft resolutions on matters placed on the agenda or matters which are planned to be placed on the agenda.

Additionally, during the General Shareholders’ Meeting the shareholders have the right to present draft resolutions or propose amendments or supplements to draft resolutions included in the agenda of the General Shareholders’ Meeting.

Each shareholder’s right to vote is limited to 10% of the total number of votes existing at the Bank on the day on which the General Shareholders’ Meeting is held. The exemptions from this limitation and its principles are described in § 10 of the Bank’s Articles.

The right to participate in the General Shareholders’ Meeting is granted to the persons who were shareholders of the Bank sixteen days before the date of the GSM.

Pledgees and users with voting rights have the right to participate in the General Shareholders’ Meeting if the limited property right established in their favour is registered in the securities account on the date of registering participation in the General Shareholders’ Meeting.

Shareholders may participate in the General Shareholders’ Meeting and exercise their voting rights in person (or, in the case of shareholders who are not natural persons, through a person authorized to make statements of intent on their behalf) or by proxy.

A power of attorney to participate in the General Shareholders’ Meeting and exercise voting rights must be given in writing or in an electronic form.

A Member of the Management Board, a member of the Supervisory Board, a liquidator and an employee of PKO Bank Polski S.A. or a member of the governing bodies or an employee of a company or cooperative which is a subsidiary of the Bank may act as the shareholders’ proxies at the General Shareholders’ Meeting of PKO Bank Polski S.A.

A shareholder may not, either personally or by proxy, or as a proxy of another person, vote on resolutions concerning his/her liability to PKO Bank Polski S.A. on whatever account, including the acknowledgement of the fulfilment of his/her duties, exemption from any duty towards PKO Bank Polski S.A., or any dispute between him/her and PKO Bank Polski S.A.

Shareholders shall have the right to ask questions, through the Chairman of the General Shareholders’ Meeting, to the members of the Management Board and Supervisory Board and the key registered auditor of PKO Bank Polski S.A. If it is necessary for assessing a matter placed on the agenda of the General Shareholders’ Meeting, the Management Board (subject to statutory exceptions) shall be obliged to present information about the Bank to the shareholder on request. In justified cases, the Management Board may provide information in writing within two weeks of the end of the General Shareholders’ Meeting.

The questions asked at the Annual General Shareholders’ Meeting on 7 June 2021 and the answers to these questions are published on the website in the section “Investor relations” at Report no. 26/2021 – Answers to the shareholder’s questions asked during the Annual General Shareholders’ Meeting on 7 June 2021. (pkobp.pl).

The Supervisory Board of PKO Bank Polski S.A. consists of 5 to 13 members appointed for a three-year joint term of office.

The number of Supervisory Board members is set by the Eligible Shareholder (as defined below), also in the case of putting forward a motion for electing the Supervisory Board by voting in separate groups.

The State Treasury, as the Eligible Shareholder, pursuant to § 11 clause 1 of the Bank’s Articles of Association, set the number of members of the Supervisory Board at 11.

A shareholder having the right to exercise the biggest number of votes arising from the shares in the Bank’s share capital at the General Shareholders’ Meeting electing the Supervisory Board members, hereinafter called “the Eligible Shareholder”, shall present the candidates for the number of Supervisory Board members determined in accordance with the formula described below. The candidates for the other seats on the Supervisory Board may be presented by all shareholders, including the Eligible Shareholder.

The number of seats on the Supervisory Board reserved for the candidates presented by the Eligible Shareholder shall be calculated in accordance with the following formula:

N = 13*S, where:

N – is the number of seats on the Supervisory Board reserved for candidates presented by the Eligible Shareholder. If N is not a whole number, the number of seats on the Supervisory Board is equal to N rounded up to the nearest whole number; at the same time, the total number of seats on the Supervisory Board reserved for the candidates presented by the Eligible Shareholder must not exceed 8 (eight);

S – is the share of the Eligible Shareholder in the share capital of the Bank, calculated as the quotient of the number of shares from which the Eligible Shareholder may vote at the General Shareholders’ Meeting electing the Supervisory Board members and all shares in the Bank’s share capital outstanding as at the date of the General Shareholders’ Meeting.

If the General Shareholders’ Meeting appoints a smaller number of Supervisory Board members than the number resulting from the above formula, the Eligible Shareholder shall have the right to present and put to the subsequent votes at the same General Shareholders’ Meeting a number of candidates not bigger than twice the difference between the number of Supervisory Board members calculated in accordance with that formula and the number of members appointed from among the candidates previously presented by the Eligible Shareholder.

Members of the Supervisory Board shall be appointed and dismissed by the General Shareholders’ Meeting. The process of their selection shall ensure the appointment of competent persons and guarantee their suitability and proper performance of their obligations. The Supervisory Board members shall be selected taking into account the requirements of the individual and collective suitability assessment described in the “Policy for the suitability assessment of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A.”. The suitability assessment of the candidates and members of the Supervisory Board is performed taking into account in the first place the requirements of Article 22aa of the Banking Law.

The General Shareholders’ Meeting performs the suitability assessment of the individual Supervisory Board members and the collective assessment of the whole Supervisory Board each time a new Supervisory Board member is appointed and once a year as part of the periodical assessment. The General Shareholders’ Meeting may also perform an additional suitability assessment in other, justified situations, which affect the requirements addressed to the Supervisory Board or its individual members. Such additional assessments shall be initiated by the Bank.

The Chair and Deputy Chair of the Supervisory Board shall be appointed by Eligible Shareholder from among the Supervisory Board members, also if the Supervisory Board has been elected by voting in separate groups.

The current term of office of the Supervisory Board commenced on 26 August 2020.

As at 31 December 2021, the Supervisory Board consisted of 11 persons.

The following changes in the composition of the Supervisory Board of the Bank took place in 2021:

•        Mr Marcin Izdebski resigned on 6 June 2021;

•        On 7 June 2021, the Annual General Shareholders’ Meeting of the Bank:

–       dismissed Grażyna Ciurzyńska from the position of Supervisory Board member,

–       appointed Dominik Kaczmarski, Maciej Łopiński and Agnieszka Winnik–Kalemba to the Supervisory Board;

•        Mr Piotr Sadownik resigned on 11 October 2021;

•        On 12 October 2021, the Extraordinary General Shareholders’ Meeting of the Bank:

–       dismissed Zbigniew Hajłasz from the position of Supervisory Board member,

–       Appointed Tomasz Kuczur and Bogdan Szafrański to the Supervisory Board.

The General Shareholders’ Meeting, when making changes in the composition of the Supervisory Board, confirmed the individual suitability of the new Supervisory Board members in connection with their election for the current joint term and the collective suitability of the whole body, taking into account the changes in its composition. Moreover, the GSM confirmed the suitability of the existing members remaining on the Supervisory Board as part of the annual suitability assessment.

Pursuant to section 2.3 of Good Practices for WSE Listed Companies 2021, at least two Supervisory Board members satisfy the independence criteria referred to in the Act on registered auditors, audit firms and public oversight of 11 May 2017 and have no real and significant relationships with any shareholder holding at least 5% of the total number of votes.

Due to adopting the aforementioned principle by the Bank, each Supervisory Board member made a declaration of compliance or non-compliance with such independence criteria. In accordance with their declarations, eight Supervisory Board members (i.e. Mariusz Andrzejewski, Grzegorz Chłopek, Andrzej Kisielewicz, Rafał Kos, Maciej Łopiński, Tomasz Kuczur, Bogdan Szafrański, Agnieszka Winnik–Kalemba) satisfy the independence criteria set out in the Good Practices 2021, and three Supervisory Board members (i.e. Wojciech Jasiński, Dominik Kaczmarski, Krzysztof Michalski) do not satisfy the independence criteria.

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 Shareholders’ Meeting. Meetings of the Supervisory Board are held at least once a quarter.

The Supervisory Board passes resolutions by an absolute majority of votes, in the presence of at least half of the members, including the Chair or Deputy Chair, except for resolutions specified in the Bank’s Articles, which require (apart from the quorum indicated) a qualified majority of 2/3 of the votes. The members of the Supervisory Board to whom the given voted matter relates do not participate in the vote.

The work of the Supervisory Board is managed by the Chair, and in his/her absence – by the Deputy Chair. The Chair represents the Supervisory Board before the other authorities of PKO Bank Polski S.A., regulatory authorities and other persons.

Meetings of the Supervisory Board may be convened with the possibility of participation (and passing of resolutions) via remote communication channels, in accordance with the “Rules for participation in a meeting of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna by means of direct remote communication” adopted by the Supervisory Board (the Rules of e-meetings).

With the exception of matters specified in the Bank’s Articles of Association, the Supervisory Board may also pass resolutions outside the meeting in writing (by circulation) or using means of direct remote communication, in particular e-mail.

In 2021 the Supervisory Board held 15 meetings and passed 194 resolutions.

The participation of the Supervisory Board members in the meetings in 2021 is presented in the following table.

In addition to authorizations and duties stipulated by generally applicable legal regulations and the provisions of the Articles of Association of PKO Bank Polski S.A., the competences of the Supervisory Board include passing resolutions pertaining, in particular to:

• approving the following documents adopted by the Management Board: policies, rules and regulations, including: the Bank’s strategy, the risk management strategy, the Bank management strategy, the dividend policy, the remuneration policy, the policy for internal capital assessment and capital management, and review of strategies and procedures for internal capital assessment and capital management, the compliance policy of the Bank, internal control rules, regulations of the Management Board, regulations for the management of special funds created from net profit, organizational rules of the Bank, compliance and internal audit unit regulations;
• approving the annual financial plan adopted by the Management Board;
• approving the overall risk tolerance level determined by the Management Board;
• appointing an audit firm to conduct the audit or review of the Bank’s financial statements and 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 members of the Management Board and Supervisory Board, persons holding managerial positions in the Bank and to entities related to these persons by capital or organizational links;
• 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 seconding members of the Supervisory Board to temporarily carry out the duties of the Management Board members who have been dismissed, resigned or are unable to perform their duties for other reasons;
• giving its prior consent for actions fulfilling statutory criteria, including, among other things, disposal of non-current assets (intangible assets, property, plant and equipment, long-term investments), taking up, the purchase or sale of shares in another company, subscription or purchase of bonds convertible to shares, concluding a material agreement by PKO Bank Polski S.A. with a shareholder holding at least 5% of the total number of votes in the Bank or with a related entity, concluding a contract for legal services, marketing services, public relations and social communication services or management consultancy services, donation agreements or similar agreements, debt release agreements and other similar agreements whose value exceeds the amount indicated in the Bank’s Articles;
• applying to the Polish Financial Supervision Authority for consent for 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 for 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 to date;
• evaluation of the functioning of the Bank’s remuneration policy and presentation of a relevant report to the Annual General Shareholders’ Meeting;
• opinion on the application of the “Principles of corporate governance for supervised institutions” by the Bank;
• granting approval for opening or closing a foreign branch.

In 2021 there were the following changes in the composition of the Management Board of the Bank:

• On 11 May 2021, Zbigniew Jagiełło filed his resignation from the position of President of the Management Board and membership in the Management Board with effect as of the closing of the Annual General Shareholders’ Meeting of the Bank, which was convened for 7 June 2021;
• On 8 June 2021, the Bank’s Supervisory Board:
  • appointed Jan Emeryk Rościszewski, Vice-President of the Management Board, to the position of President of the Management Board, on the condition of obtaining PFSA approval and as of the date of such approval; it also entrusted to Jan Emeryk Rościszewski the management of the work of the Management Board (until the date of granting the PFSA approval);
  • appointed Marcin Eckert to the Management Board;
• On 15 June 2021, the Bank’s Supervisory Board:
  • dismissed Rafał Kozłowski from the Management Board;
  • appointed Bartosz Drabikowski to the Management Board;
• On 26 July 2021, Adam Marciniak resigned from his function of Vice-President of the Management Board and membership in the Management Board with effect from 13 August 2021;
• On 3 September 2021, the PFSA approved the appointment of Jan Emeryk Rościszewski for the position of President of the Management Board;
• On 14 September 2021, the Bank’s Supervisory Board appointed Artur Kurcweil to the Management Board;
• On 14 October 2021, Jan Emeryk Rościszewski resigned from the position of President of the Management Board and membership in the Management Board with effect from 22 October 2021;
• On 14 October 2021, the Bank’s Supervisory Board:
  • dismissed Rafał Antczak and Jakub Papierski from the Management Board;
  • appointed Iwona Duda to the position of Vice-President of the Management Board effective from 23 October 2021; at the same time, Iwona Duda was appointed President of the Management Board on the condition of obtaining PFSA approval and as of the date of such approval; it also entrusted to Iwona Duda the management of the work of the Management Board (in the period from 23 October 2021 to the date of granting the PFSA approval);
  • appointed Wojciech Iwanicki to the Management Board.

In connection with the changes in the composition of the Management Board and the related changes in the division of powers within the Bank’s Management Board, the Nominations and Remuneration Committee of the Supervisory Board performed:

• preliminary suitability assessments – associated with the appointment of new Management Board members;
• periodical suitability assessments – associated with a suitability assessment of the existing members who remained on the Management Board;
• additional suitability assessments – associated with changes of the internal division of powers within the Management Board (concerning the Management Board members whose powers changed);
• collective suitability assessments of the Management Board – taking into account the changes in the composition of the Management Board and in the internal division of powers.

The suitability assessments were performed in accordance with the “Suitability policy concerning the Management Board members and key officers of the Bank and suitability assessment at the Bank’s Group companies”. As a result of the above assessments, the Nominations and Remuneration Committee confirmed the individual suitability of the newly appointed and existing members of the Bank’s Management Board and the collective suitability of the Management Board. The above suitability assessments were approved by the Supervisory Board of the Bank.

On 26 January 2022, the PFSA unanimously approved the appointment of Iwona Duda as President of the Management Board of PKO Bank Polski S.A.

As at 31 December 2021, the Management Board consisted of 8 persons.

The Management Board of the Bank operates on the basis of generally applicable laws, the Bank’s Articles and the Rules of the Management Board adopted by the Management Board and approved by the Supervisory Board.

The Management Board manages the Bank’s affairs and represents the Bank. The Bank informs the Supervisory Board of all significant issues concerning the Bank’s operations.

The Management Board performs its activities at the Management Board meetings. The Management Board meetings are organized on an as needed basis, not less frequently than once a week.

The President of the Management Board manages the work of the Management Board, i.e. convenes the Management Board meetings and presides over them and presents the Management Board’s position to other bodies of the Bank and third parties.

The Management Board makes decisions in the form of resolutions at meetings or outside meetings by circulation (in writing). The Management Board may make decisions with the use of the means of direct remote communication, including in particular e-mail.

Resolutions of the Management Board are required with respect to all matters exceeding the scope of the Bank’s ordinary business. From 16 December 2021, resolutions concerning risk management may be passed in the absence of the Management Board member in charge of material risk in the Bank’s operations in exceptional cases only. If the vote of the Management Board member in charge of the material risk in the Bank’s operations on a resolution concerning risk management is different from the vote of a majority of the Management Board members or from the preliminary proposal included in the draft resolution, such member should provide a written explanation of his/her decision. The Management Board shall be obliged to notify the Supervisory Board of this fact immediately and provide it with a written explanation of the reasons behind the votes of the Management Board and the Management Board member in charge of the material risk in the Bank’s operations.

Resolutions of the Management Board are 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 Management Board resolution are specified in the Rules of the Management Board.

In 2021 the Management Board held 70 meetings and passed 552 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 acting jointly with a proxy;
• two proxies acting jointly;
• attorneys acting independently or jointly, within the framework of the power of attorney granted.

As at 31 December 2021, there were four proxies at the Bank. One proxy was revoked in 2021.

The competences of the Management Board include all matters related to managing the affairs of PKO Bank Polski S.A. that do not fall within the competences of the General Shareholders’ Meeting or the Supervisory Board in accordance with the provisions of the generally applicable law or the Articles.

In accordance with the Management Board Rules, the competences of the Bank’s Management Board include in particular:

• defining the Bank’s strategy and the Bank management strategy, taking into account the risk of the operations and the principles of prudent and stable management of the Bank;
• defining the risk management strategy and the overall risk tolerance level;
• establishment and liquidation of the Bank’s standing committees and defining their characteristics;
• establishing, transforming and liquidating the Bank’s entities in Poland and abroad;
• defining the Rules for managing special funds created from net profit, the Bank’s Organizational Rules and the Management Board Rules;
• appointing proxies and defining the rules for appointing attorneys at the Bank;
• defining the principles for the functioning of the management system, including in particular: the principles for the functioning of the internal control system, the principles for management of specific risks, the compliance risk management policy assumptions, the principles of the information policy with respect to capital adequacy, the principles for capital adequacy and equity management concerning the processes of internal capital estimation, capital planning and dividend policy;
• defining the annual financial plan for the Bank and the Bank’s Group;
• defining the principles for the identification of business models and performing tests of contractual cash flow characteristics;
• defining accounting policies;
• adopting annual and interim financial statements of the Bank, consolidated financial statements of the Bank’s Group and quarterly reports of the Bank’s Group;
• defining bancassurance policies;
• defining the remuneration policy, which is also applicable to the Bank’s subsidiaries;
• defining bank products and other banking and financial services;
• defining the principles of the Bank’s participation in companies and other organizations;
• making decisions on the payment of interim dividend to the shareholders.

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 are not within the competences of the Management Board – they are taken by the General Shareholders’ Meeting.

In particular, the President of the Management Board is in charge of the matters relating to the functioning of the Bank’s bodies and supervision of the functioning of the Bank’s standing committees in the areas of internal audit, security, communication and promotion, strategy and human resources management.

Members of the Management Board supervise the areas of activities allocated to them and make decisions on matters of ordinary management within the areas supervised by them. The areas of responsibility of the individual Management Board members are presented in the organizational chart which is available on the Bank’s website in the Investor relations section at Corporate governance principles – PKO Bank Polski (pkobp.pl).

As at the end of 2021, the following standing committees functioned in the Bank with the participation of members of the Management Board:

In addition to the aforementioned functions, members of the Bank’s Management Board were also members of non-standing committees established within the framework of projects. PKO Bank Polski S.A. also has the Investment Committee and the Sponsorship Committee. Members of the Management Board are not members of these committees.

The diversity policy for the members of the Bank’s Management and Supervisory Boards is an important part of the Bank’s suitability assessment policies, i.e.:

• The suitability policy concerning the Management Board members and key officers of the Bank and suitability assessment at the Bank’s Group companies;
• The policy on assessing the suitability of candidates for members and members of the Bank’s Supervisory Board.

The provisions implemented by the Bank set the directions for selecting, appointing and planning succession, including staff resources and suitability assessment of the Management Board members and key officers of 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. Based on the regulations implemented, the General Shareholders’ Meeting makes decisions on the selection and suitability assessment of the candidates and members of the Bank’s Supervisory Board, the Supervisory Board makes decisions on the selection and suitability assessment of the Management Board members, and the Management Board members make decisions on the selection and suitability assessment of the MRT (Material Risk Takers). The Bank’s Supervisory Board monitors the effectiveness of the policy applied and, if appropriate, makes changes taking into account the recommendations of the Nominations and Remuneration Committee.

In 2021, the aforementioned policies were adjusted to the changes resulting from the new Good Practices for WSE Listed Companies (2021) by adding additional criteria supporting diversity in the composition of the Bank’s Management Board and Supervisory Board in terms of age and gender, and indicating the expected minimum participation of the less numerous gender in these bodies (30%).

• The policies for assessing the suitability of candidates and members of the Bank’s Management Board and candidates and members of the Bank’s Supervisory Board include the Bank’s/General Shareholders’ Meeting’s commitment to take into account the principles of diversity in selecting candidates for members of the aforementioned bodies.
• The principle of diversity in selecting the Bank’s Supervisory Board and Management Board members is based on objective substantive criteria in terms of education, skills and professional experience. The additional criteria which support diversity in the composition of these bodies are age and gender.
• The policies contain the commitment to monitor the effectiveness of their application, including in terms of diversity objectives.
• The suitability assessment policy contains an obligation for the Bank’s subsidiaries to introduce regulations regarding the principles of suitability – such regulations are being implemented gradually in the Group entities.

ears of service at the Bank: for members of the Management Board and Supervisory Board there are years at the position in the Management Board and Supervisory Board.

• The application of the diversity policy is aimed at ensuring appropriate selection of the Management Board and Supervisory Board members in order to obtain a wide range of competences, knowledge and skills adequate to a particular position and ensure that the Management Board and Supervisory Board members (both individually and collectively) issue top quality, independent opinions and decisions in all areas of the Bank’s operations.
• In their selection of members of the Bank’s bodies, the General Shareholders’ Meeting and the Supervisory Board of the Bank try to achieve gender balance in the composition of the Bank’s Supervisory Board and Management Board, respectively, or at least to achieve a minimum representation of the less numerous gender at 30%, taking into account the results of the suitability assessments.
• The diversity targets relating to the composition of the Supervisory Board and the Management Board of the Bank are considered in the selection of members of these bodies only to the extent that it does not have an adverse effect on their functioning and suitability.