Corporate governance

PKO Bank Polski seeks to improve corporate governance constantly and ensures transparency in managing the company. The management structure of the Bank and its subsidiaries is based on standard, market principles of management which reflect the Bank’s areas of operations.
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Annual Report
2021

Statement on the application of corporate governance

General corporate governance principles in place at PKO Bank Polski S.A., i.e. the internal regulations for the Bank’s management and control of its operations taking into account the principles and expectations of all stakeholders, arise from the generally applicable legal regulations, including in particular the Commercial Companies Code and the Banking Law, the laws regulating the functioning of the capital market and the rules issued by the Warsaw Stock Exchange (Good Practices for companies listed at the WSE), the Polish Financial Supervision Authority (corporate governance principles for supervised entities and supervisory recommendations for the banking sector).

The Bank applies the following sets of corporate governance principles:

  • “Good Practices for WSE Listed Companies 2021” (until 30 June 2021: “Good Practices for WSE Listed Companies 2016”);
    • “Good Practices for WSE Listed Companies 2021” and “Good Practices for WSE Listed Companies 2016” are available on the WSE website in the section on corporate governance issues of listed companies (www.gpw.pl/dobre-praktyki);
  • Corporate Governance Principles for Supervised Institutions,

In 2021 PKO Bank Polski S.A. applied good practices issued by the Warsaw Stock Exchange; until 30 June 2021, these were the “Good Practices for WSE Listed Companies 2016” (Good Practices 2016).

In the first half of 2021, the Bank applied the principles contained in the “Good Practices for WSE Listed Companies 2016”.

None of these principles were incidentally violated in that period.

The Supervisory Board of Giełda Papierów Wartościowych w Warszawie S.A. (“the Warsaw Stock Exchange”, “WSE”), by resolution no. 13/1834/2021 of 29 March 2021, adopted a set of new corporate governance principles for joint-stock companies issuing shares, convertible bonds or bonds with pre-emptive right, which are admitted to trading on a WSE regulated market, i.e. “Good Practices for WSE Listed Companies 2021” (“Good Practices 2021”), which entered into force in July 2021.

Good Practices 2021 include ESG issues relating to e.g. climate protection, sustainable development, diversity in the composition of the companies’ authorities and equal remuneration, as well as new principles concerning profit distribution, issue of shares without pre-emptive rights, or purchase of treasury shares. A lot of importance was attached to the best possible preparation of the General Meeting (a deadline is set for sending draft resolutions by shareholders), as well as to the process of proposing candidates to the Supervisory Board and appointing Supervisory Board members, in accordance with the legal requirements applicable to audit committee members and the diversity policy adopted in line with the relevant provision of the Good Practices 2021.

The Good Practices 2021 are addressed to all authorities of the company. The Management Board of PKO Bank Polski S.A. (hereinafter: the Bank’s Management Board or the Management Board), the Supervisory Board of PKO Bank Polski S.A. (hereinafter: the Bank’ Supervisory Board or the Supervisory Board) and the General Shareholders’ Meeting of PKO Bank Polski S.A. (hereinafter: the General Shareholders’ Meeting of the Bank or the General Shareholders’ Meeting) expressed their opinion on the application of these practices – they all approved the Good Practices 2021 without any exceptions.

The information on the scope of application of the aforementioned principles by the Bank (in the form stipulated in the WSE Rules) is available on the Bank’s website (https://www.pkobp.pl/investor-relations/corporate-governance/best-practice-for-wse-listed-companies-2021/).

On the same website, the Bank has also published reports on the potential incidental non-compliance with any of the principles contained in the Good Practices 2021. In 2021 none of the Bank’s authorities declared any deviations from the principles of the Good Practices 2021

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Compliance with the recommendations contained in the good practices

In the first half of 2021, the Bank applied the recommendations contained in “Good Practices for WSE Listed Companies 2016” with the exception of recommendation IV.R.2., which concerned enabling shareholders to participate in the General Shareholders’ Meeting by means of electronic communication. The Bank applied recommendation IV.R.2 only in part concerning the real-time broadcast of General Shareholders’ Meetings.

Please find below the information on the application of the principles and recommendations contained in the good practices (arranged by subject – section of the good practices), including both the principles and recommendations contained in Good Practices 2016 and the principles contained in Good Practices 2021. In accordance with the Commission Recommendation of 9 April 2014 on the quality of corporate governance reporting (2014/208/EU), the issues which, in the Bank’s opinion, are the most important for the shareholders are described.

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.

Corporate governance principles for supervised institutions issued by the Polish financial supervision authority

The Corporate Governance Principles are a set of rules defining the internal and external relations for institutions supervised by the Polish Financial Supervision Authority (PFSA), including the relations with the shareholders and customers, the organizational structure, the functioning of internal audit, the key internal systems and functions, the statutory bodies and the principles for their cooperation.

In 2014, the Bank accepted for use the “Principles of Corporate Governance for Supervised Institutions” (adopted by the PFSA on 22 July 2014) with respect to the competences 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. Nevertheless, the Bank assumed that § 8 section 4 of the “Principles of Corporate Governance for Supervised Institutions” (hereinafter: the Principles) will not be applied insofar as it relates to allowing the shareholders the possibility of electronic participation in the meetings of the decision-making bodies. 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 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 a resolution passed in 2015, the General Shareholders’ Meeting of the Bank (GSM) declared that, acting in line with its competences, it will follow the “Corporate Governance Principles 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 supervised institution.

Waiving the application of the principle set out in § 8 section 4 was in line with a prior decision of the Annual General Shareholders’ Meeting of PKO Bank Polski S.A. of 30 June 2011. The decision was reflected in not passing the resolution on amendments to the Bank’s Articles of Association, the aim of which was to enable participation in the General Shareholders’ Meeting through electronic means of communication. The decision not to apply this principle was taken because of the legal, organizational and technical risks, which could jeopardize the proper conduct of the General Shareholders’ Meeting. The application of the other Principles specified in the resolution of the General Shareholders’ Meeting was waived in accordance the proposals made by an eligible shareholder of the Bank – the State Treasury.

In accordance with the justification presented by the State Treasury together with the proposed draft resolution of the Annual GSM of 2015, waiving the application of the principle specified in § 10 section 2 and § 12 section 1 of the Principles was due to the incomplete 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, which is subject to the assessment by the decision-making authority. In the opinion of the aforementioned shareholder, the policy for remunerating employees who perform key functions but are not members of the supervisory or management bodies should be assessed by their employer or principal (i.e. the Bank represented by the Management Board whose activities are supervised by the Supervisory Board).

In June 2021, the General Shareholders’ Meeting of the Bank changed the scope of the Corporate Governance Principles for Supervised Institutions by resigning from the waiver of the principle set out in § 8 section 4 of the Principles, concerning the possibility of the electronic participation of shareholders in meetings of the decision-making body.

Other good practices

The Code of Ethics of PKO Bank Polski S.A. (the Code of Ethics), adopted by resolution of the Management Board in 2014 and subsequently amended in 2017 and 2019, is another set of values, principles, standards of conduct and ethical attitudes, which was applied at PKO Bank Polski S.A. in 2021. The Code of Ethics defines the mutual relations between persons working for the Bank and between the Bank’s employees and persons performing actions for the Bank. The Code is directly related to the Bank’s organizational culture; it supplements this culture and is a tool supporting the popularization and implementation of ethical values at the Bank. All employees of the Bank are obliged to comply with the Code.

Control systems in the process of preparing financial statements

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.

Principles of appointing and dismissing members of the Management Board of PKO Bank Polski S.A.

The Management Board of PKO Bank Polski S.A. consists of three to nine members. Management Board members, including the President and Vice-Presidents, are appointed and dismissed by the Supervisory Board for a joint three-year term.

The powers of the Supervisory Board include suspending the Management Board members and temporarily delegating the responsibilities of the Management Board members to Supervisory Board members. The Management Board members should meet the requirements of Article 22aa of the Banking Law, i.e. have higher education, at least five years of experience in employment or business activity, including at least three years on a management or independent position or as a person running business activity on their own.

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:

  • Management Board members are appointed after completing the qualification process;
  • the process of their selection ensures appointment of competent persons and guarantees their suitability and proper performance of their obligations.

Suitability of the candidates and members of the Management Board is verified in the form of assessment of their individual suitability and the collective suitability of the Management Board as a whole. The suitability assessment is performed by the Nominations and Remuneration Committee of the Supervisory Board each time a new Management Board member is appointed and once a year as part of the periodical assessment. The results of the suitability assessment are approved by the Supervisory Board. The Supervisory Board may also perform an additional suitability assessment in other, justified situations, which affect the requirements addressed to the Management Board or its individual members.

Before a Management Board member is appointed for another term, the assessment of his/her performance during the previous terms (including the previous suitability assessments) is taken into account.

Appointing the President of the Management Board and the Board Member responsible for managing material risk in the Bank’s operations requires the consent of the PFSA.

The term of office of a Management Board member expires not later than on the day of the General Shareholders’ Meeting approving the financial statements for the last full financial year of his/her term. The term of office of a Management Board member also expires upon his/her death, resignation of dismissal. The mandate of a Management Board member appointed during a term of office of the Management Board expires at the end of the term of office for which he/she was appointed.

Pursuant to the Commercial Companies Code, the General Shareholders’ Meeting also has the right to dismiss or suspend a Management Board member.

Rules of amending the Articles of Association of PKO Bank Polski S.A.

An amendment to the Articles of Association of PKO Bank Polski S.A. (the Articles) requires a resolution of the General Shareholders’ Meeting of PKO Bank Polski S.A., the approval of the PFSA and entry in the National Court Register.

Pursuant to the provisions of the Commercial Companies Code, resolutions on amendments to the Articles require a qualified majority of three-fourths of the votes. Resolutions regarding an amendment to the Articles increasing benefits for shareholders or limiting the rights granted personally to the individual shareholders require the consent of all the shareholders concerned.

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.

General shareholders’ meeting of PKO Bank Polski S.A. and the shareholders’ rights

The General Shareholders’ Meeting of PKO Bank Polski S.A. is the highest authority of the Bank. The rights of the General Shareholders’ Meeting, the manner of convening it and the principles for participation in the General Shareholders’ Meeting are set out in: the Code of Commercial Companies, the Bank’s Articles (in particular, § 9-10) and the Rules and Regulations of the General Shareholders’ Meeting. The text of the Articles and the above Rules and Regulations are available on the Bank’s website in the Investor relations section at Corporate governance principles – PKO Bank Polski (pkobp.pl).

The General Shareholders’ Meeting of PKO Bank Polski S.A. is held as the annual or extraordinary meeting, in accordance with the provisions of the Commercial Companies Code, the Bank’s Articles and the Rules of the General Shareholders’ Meeting.

An amendment to the Rules and Regulations of the General Shareholders’ Meeting requires a resolution of the General Shareholders’ Meeting passed by an absolute majority of the votes in a vote by open ballot. Amendments are applied for the first time during the General Shareholders’ Meeting convened after the GSM that introduced such amendments, unless the resolution provides otherwise.

The General Shareholders’ Meeting is convened by the Bank’s Management Board; the annual GSM is convened once a year within six months of the end of the year. The Supervisory Board may convene the Annual General Shareholders’ Meeting if it has not been convened by the Management Board within the statutory deadline and it may convene the Extraordinary General Shareholders’ Meeting as it sees fit. In the situations defined in the Commercial Companies Code, also the shareholders have the right to convene the Extraordinary General Shareholders’ Meeting or demand that it be convened.

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).

Supervisory Board of PKO Bank Polski S.A.

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.

 Maciej Łopiński – Chair of the Supervisory Board
Appointed to the Supervisory Board for the current term of office on 7 June 2021 and on the same day the State Treasury appointed him Chair of the Supervisory Board.

Year of birth: 1947

A graduate of the University of Wrocław. Editor-in-chief of Tygodnik Gdański, journalist at Głos Wybrzeża and Tygodnk Czas. Deputy to the Sejm (the Polish Parliament) of the 7th term. In the years 2005-2010, Secretary of State at the Chancellery of the President of Poland, Lech Kaczyński, and in the years 2015-2016 – at the Chancellery of the President of Poland, Andrzej Duda. Mr Łopiński has many years of experience in corporate law and corporate governance gained at the supervisory bodies of various companies, including PZU S.A., KGHM Polska Miedź S.A., PZU Asset Management S.A., Telewizja Polska S.A. Independent member of the Supervisory Board.
Wojciech Jasiński – Deputy Chair of the Supervisory Board
Member of the Supervisory Board since 25 February 2016.

On 26 August 2020, he was appointed to the Supervisory Board for the current term of office.

On 7 June 2021 he was appointed Deputy Chair of the Supervisory Board by the State Treasury.

Year of birth: 1948

A graduate of the Faculty of Law and Administration of the University of Warsaw (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 organized the local government structures in the Płockie Voivodeship, 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 S.A. 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) 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 S.A. from 16 December 2015 to 5 February 2018. From June 2018 to July 2019 – plenipotentiary of the Management Board of Energa S.A. for the development of investments and energy markets.

Since 5 March 2020, Chair of the Supervisory Board of PKN ORLEN S.A.

Dependent member of the Supervisory Board.

Dominik Kaczmarski – Secretary of the Supervisory Board
On 7 June 2021, he was appointed to the Supervisory Board for the current term of office.

On 8 June 2021 he was appointed Secretary of the Supervisory Board.

Year of birth: 1989

Dominik Kaczmarski graduated from the Faculty of Law and Administration of the University of Warsaw with a Master of Arts degree in law. He has a tax advisor qualification. He has an MBA in Finance & Technology from the School of Business of the Warsaw University of Technology. He passed the first level of the CFA programme in November 2021.

He gained professional experience working in the largest international advisory firms (PwC in 2012-2014 and Deloitte in 2014-2016) as an expert in taxation of the financial sector.

From February 2016 to January 2020, he worked at the Ministry of Finance as Deputy Director of the Sectoral, Local and Gambling Taxes Department, and subsequently as the Deputy Director and Department Director of the Tax System Department. He dealt with tax on certain financial institutions and participated in the sealing of the tax system in the area of CIT and VAT, among others through the STIR (Clearing House Data Communications System) regulation.

He performed the following functions: Secretary of the Anti-Tax Avoidance Council, member of the State Examination Board for Tax Advisors, member of the General Tax Law Codification Commission, and member of the team of corporate law experts working as part of the Commission for Corporate Governance Reform.

From March 2020 to June 2021, Mr Kaczmarski was a member of the Supervisory Board of PKN Orlen S.A., and since June 2020 he has been a member of the Supervisory Board of Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange) (and its chair since July 2020).

At present, he performs the function of Director of the Analyses and Reporting Department at the Ministry of State Assets.

Dependent member of the Supervisory Board.

Mariusz Andrzejewski – Member of the supervisory board
Member of the Supervisory Board since 22 June 2017.

On 26 August 2020, he was appointed to the Supervisory Board for the current term of office.

Year of birth: 1971

He works as a university professor at the Kraków University of Economics, where he also serves as the head of the Department of Financial Accounting. He served as Dean of the Faculty of Finance and Law from 2016 to 2019 and as Dean of the College of Economics, Finance and Law from 2019 to 2020. He holds a full doctoral degree in economics. In 2013-2019, he worked as associate professor at the School of Banking and Management in Kraków. In the years 2003-2013, he worked in the Bielsko-Biała School of Finances and Law, where he was also head of the Finance Department.

He graduated from three faculties, studied accounting at the Faculty of Management at the Kraków University of Economics, 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 received a scholarship of the Minister of National Education three times. In 2001, during the execution of a grant by the State Committee for Scientific Research, he wrote and defended his doctoral thesis, which was published as a book by Wydawnictwo Naukowe PWN under the title “Accounting and Disclosure of Information by Listed Companies”.

He obtained business experience while sitting on supervisory boards of companies including: Zakłady Chemiczne Alwernia S.A., Kombinat Koksochemiczny Zabrze S.A., Północ Nieruchomości S.A. (a company listed on NewConnect), PolRest S.A. (a company listed on the WSE), Media Nieruchomości S.A., Przedsiębiorstwo Inżynierii Miejskiej sp. z o.o. w Czechowicach–Dziedzicach, AWSA Holland II BV. 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 Spotek 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 the Chair of the Supervisory Board of PKP Polskie Linie Kolejowe S.A., Chair of the Supervisory Board of INSTAL Kraków S.A. and Deputy Chair of the Supervisory Board of Tauron Sprzedaż sp. z o. o. He holds a professional title of registered auditor. In 2005-2006 he was Undersecretary of State in the Ministry of Finance.

He is a member of the European Accounting Association (EAA) and the International Association for Accounting Education & Research (IAAER). He also is a member of the Polish Economic Society (PTE) and the Scientific Council of the Accountants Association in Poland.

Author or co-author of over 150 academic publications and several dozen expert opinions on economics.

Independent member of the Supervisory Board.

Grzegorz Chłopek – Member of the Supervisory Board
On 26 August 2020, he was appointed to the Supervisory Board for the current term of office.

Year of birth: 1971

He graduated from the Faculty of Electronics and Information Technology of the Warsaw University of Technology. Holder of the CFA title and securities broker licence.

He started his professional career in 1994, from the very beginning tying it to the capital market. Until 1998 he worked at the Brokerage Office of Bank Gdański, Commercial Union Towarzystwo Ubezpieczeń na Życie (Polska) and American Bank in Poland.

From December 1998, for over 21 years, he worked for Nationale-Nederlanden Powszechne Towarzystwo Emerytalne S.A. managing assets of the biggest open pension fund in Poland. In 2004 he was appointed to the Management Board of the company and from 2012 he was President of the Management Board. In the area of asset management, he was responsible for the management of interest rate market instruments and then for the entire investment portfolio, which exceeded PLN 72 billion in 2013. He was also responsible for the corporate governance area of the equity portfolio, which exceeded 5% of the market capitalization of all Polish companies listed on the Warsaw Stock Exchange.

Since June 2020, he has been employed at iWealth Management sp. z o.o. as Managing Director, where he is responsible for developing cooperation with wealthy clients and institutions, as well as supporting free investment advisory services provided to the company’s clients.

A member of the Supervisory Board of P.A. NOVA S.A. Since June 2021.

He has extensive experience in managing large financial institutions, implementing new products in the financial sector, corporate governance of listed companies, analysis of financial statements and capital market instruments. He is an experienced expert in the pension, investment and insurance sectors.

Independent member of the Supervisory Board.

Andrzej Kisielewicz – Member of the supervisory board
Member of the Supervisory Board since 25 February 2016.

On 26 August 2020, he was appointed to the Supervisory Board for the current term of office.

Year of birth: 1953

Professor of mathematical sciences. He works at the Wrocław University of Technology, at the Faculty of Mathematics. He obtained his full doctoral degree from the University of Wrocław, and was awarded a PhD. in mathematics from the Polish Academy of Sciences. A graduate of the University of Wrocław. He gained his professional experience in various academic centres, including: Vanderbilt University (Nashville, USA), Polish Academy of Sciences, Technische University (Darmstadt, Germany), The University of Manitoba (Winnipeg, Canada), Blaise Pascal University (Clermont-Ferrand, France). He has experience as a member of supervisory boards. At present he is the Chair of the Supervisory Board of KGHM Polska Miedź S.A.

He is the author of more than 75 academic publications in foreign journals on mathematics, logic 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 professional interests include the application of mathematics, logic and computer science in practice, artificial intelligence, business intelligence, digitization and argumentation theory.

Independent member of the Supervisory Board

Rafał Kos – Member of the Supervisory Board
On 26 August 2020, he was appointed to the Supervisory Board for the current term of office

Year of birth: 1971

Attorney at Law, partner in the law office Kubas Kos Gałkowski. Doctor of Laws (Jagiellonian University), studied International Business Law at UC Davies (California), completed postgraduate studies in American Business Law at CUA Columbus School of Law (Washington, DC).

Vice-President of the Court of Arbitration at the Lewiatan Confederation in Warsaw.  Appointed a Permanent Arbitrator and Conciliator of the Court of Arbitration at the General Counsel to the Republic of Poland (since 2020). Member of the Commission for Arbitration of the Supreme Bar Council (since 2015) and The Board of Visitors CUA Law (since 2017). Expert of the Parliamentary Committee on Justice and Human Rights on the draft law on the enforcement of claims in class actions (2009), member of the Team for amendments to the Bankruptcy and Reorganization Law of the Minister of Justice (2012), Team for systemic solutions in the field of amicable methods of resolving economic disputes, facilitating the performance of economic activity of the Minister for the Economy (2013) and the Team for Economic Law of the Minister for Development (2015).

Currently a member of the Commission for Corporate Governance Reform and expert teams of the Minister of State Assets: on increasing the effectiveness of supervisory boards and on corporate law.

Recommended as an expert in litigation and arbitration by, among others, Who’s Who Legal, Chambers and Partners, Rzeczpospolita daily.

Independent member of the Supervisory Board.

Tomasz Kuczur – Member of the Supervisory Board
On 12 October 2021 he was appointed to the Supervisory Board for the current term of office.

Year of birth: 1973

Lawyer and expert in political science. A graduate of the Faculty of Law and Administration of the University of Warmia and Mazury and the Bydgoszcz Academy (now the Kazimierz Wielki University in Bydgoszcz). He obtained a PhD in law from the Faculty of Law and Administration of the University of Warmia and Mazury. He obtained a full doctorate in social science (specialization: political systems) at the University of Wrocław. Professor at the Department of Humanities of the Kazimierz Wielki University in Bydgoszcz.

Member of the Local Government Board of Appeals in Bydgoszcz. Member of the Scientific Council of the Przegląd Sejmowy magazine. Appointed by the Minister of Science and Higher Education to the Interdisciplinary Team for projects submitted for the programme “Support for Scientific Magazines”.

Independent member of the Supervisory Board.

Krzysztof Michalski – Member of the Supervisory Board
Member of the Supervisory Board since 17 September 2019.

On 26 August 2020, he was appointed to the Supervisory Board for the current term of office.

Year of birth: 1985

Graduate of the Law and Administration and Political Science faculties at the Marie Curie-Skłodowska University in Lublin and the Faculty of Economic Sciences at the University of Warsaw. He has also obtained an MBA in Innovation and Data Analysis from the Institute of Computer Science of the Polish Academy of Sciences (PAN) and the Woodbury School of Business at Utah Valley University.

Mr Michalski began his professional career in 2009 at an international trade company operating globally, where he was responsible for market research, creating new products, marketing and sales development on foreign markets. Since 2017 he has been the leader of the investor relations team at the Ministry of Development. He was responsible for various operations in the area of private investment, cooperation with Polish and foreign investors and financial institutions and supporting the execution of large investment projects.

At present he directs the work of the expert team at the Chancellery of the Prime Minister. He is responsible for analyses and advice on tax, business and financial issues. He is also involved in matters concerning international relations.

Dependent member of the Supervisory Board.

Bogdan Szafrański – Member of the Supervisory Board
On 12 October 2021, he was appointed to the Supervisory Board for the current term of office.

Year of birth: 1958

An economist and Americanist, expert in strategic financial management, capital market, US politics and economy and Polish-American relations. He obtained a PhD in management science at the Faculty of Management of the Warsaw University and passed the Chartered Financial Analyst (CFA) exam at level 2.

A graduate of the University of California Irvine (UCI), where he obtained an MBA in finance from the Merage School of Business. Before that he studied at the Faculty of Management of the University of Warsaw and the Faculty of Foreign Trade of the Warsaw School of Economics (SGH). He also took a PhD course in economics at the University of California Los Angeles (UCLA).

He worked in California, USA for high tech companies, such as Digital Corporation, Advanced Photonics, Inc. ans Xsirius Superconductivity, Inc. He was a member and then the chair of the Supervisory Board of Polam Credit Union in Los Angeles (the Polish credit unions SKOK are based on the CU model).

Subsequently, he was President of the ZEM Celma S.A. Group, Vice-President for Finance and Administration of Kapsch Telecom Sp. z. o.o., Vice-President of the Management Board for Strategic Shareholder Cooperation at a telecommunications joint venture Energis Polska Sp. z o.o. (National Grid, Energis, PKP), Strategy and Development Director at Tel-Energo S.A., Vice-President for Finance of PKP Cargo S.A., advisor to the Management Board of Petrolot Sp. z o.o. for financial restructuring, and Management Board member for Finance and Business at PLK S.A.

In 1994, he passed the exam for candidates for supervisory board members, and since then he has been a member of a number of supervisory boards, including the supervisory boards of companies with the participation of the State Treasury (PFR S.A., Lotos Terminale S.A., ZEM Celma S.A., KWB Konin S.A., PKP PLK S.A.).

He carried out independent consulting activities at MetaStrategy Consulting in the area of strategic management, economic value added (EVA) management, valuation of enterprises and M&A consultancy.

Recently he has been a lecturer in finance at the Faculty of Management and the Centre for American Studies at the University of Warsaw and at the Lazarski University. He is a commentator of economic and political events in Telewizja Republika, TVP Info, TVN24 BiS, Radio Wnet, and author of articles on management, privatization and finance. A member of the Polish-US think tank Polonia Institute.

Independent member of the Supervisory Board.

Agnieszka Winnik-Kalemba – Member of the Supervisory Board
On 7 June 2021, she was appointed to the Supervisory Board for the current term of office.

Year of birth:  1969

Ms. Winnik-Kalemba graduated from the Faculty of Law and Administration of the University of Wrocław in 1995. In the years 1995-1997, she participated in the post-graduate scholarship programme funded by the US government at Gergeotown University in Washington D.C. and the University of Kentucky the James W. Martin School of Public Policy and Administration. In the years 1999-2003, she trained to become an attorney-at-law.

Since 2003, she has run her own law firm – Kancelaria Adwokacka Adw Agnieszka Winnik-Kalemba. In the years 1986-1989, she cooperated with the Regional Executive Committee of the “Solidarity” Trade Union – the Lower Silesia Region (Regionalny Komitet Wykonawczy NSZZ Solidarność Region Dolny Śląsk) and the “Solidarity” Committee for Interventions and the Rule of Law (Komisja Interwencji i Praworządności NSZZ Solidarność) run by Zofia and Zbigniew Romaszewski. In the years 1989-2000, she worked for: the Executive Office of the “Solidarity” Trade Union – the Lower Silesia Region; the Law Offices of Bowles, Keating, Matuszewich & Fiordalisi a Partnership of Professional Corporation, Chicago USA (as a legal assistant); the Chairman of the Chamber of Regions of the Council of Europe (as a legal assistant); the Vivodeship Sejmik of Wrocław Voivodship; the Legal Office of the Lower Silesian Marshal Office in Wrocław (as its director).

In the years 2006-2008, Ms. Winnik-Kalemba was a member of the Supervisory Board of PKO Bank Polski S.A., and in 2016 she was Deputy Chair of the Supervisory Board of PKO Bank Polski S.A.

At present she is a member of the Supervisory Board of KGHM Polska Miedź S.A.

Independent member of the Supervisory Board.

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.

Name Attendance*
Mariusz Andrzejewski 15/15
Grzegorz Chłopek 15/15
Grażyna Ciurzyńska 5/5
Zbigniew Hajłasz 11/11
Marcin Izdebski 5/5
Wojciech Jasiński 13/15
Dominik Kaczmarski 10/10
Andrzej Kisielewicz 13/15
Rafał Kos 15/15
Tomasz Kuczur 4/4
Maciej Łopiński 10/10
Krzysztof Michalski 15/15
Piotr Sadownik 11/11
Bogdan Szafrański 4/4
Agnieszka Winnik-Kalemba 9/10
* Attendance at meetings / number of meetings in the period of performing the function.

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.

Committees of the Supervisory Board

In accordance with the Bank’s Articles, 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.

The Nominations and Remuneration Committee appointed by the Supervisory Board functions in accordance with the provisions of Annex I to the Commission Recommendation 2005/162/EC on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board.

The Supervisory Board has appointed the following committees:

Audit Committee of the Supervisory Board

  • Monitoring the financial reporting process, including the review of interim and annual financial statements (separate and consolidated).
  • Monitoring the effectiveness of the internal control system, including with respect to financial reporting.
  • Monitoring the effectiveness of the risk management system with respect to financial reporting, in particular by analysing information received from the Risk Committee.
  • Monitoring the audit activities, in particular performance of the audit by the audit firm, taking into account all conclusions and findings of the Audit Oversight Commission, which is referred to in the Act on registered auditors, resulting from inspections carried out in the audit firm.
  • Controlling and monitoring the independence of the registered auditor and the audit firm carrying out the audit of the financial statements, in particular when the audit firm also provides services other than audit to the Bank’s Group.
  • Informing the Supervisory Board of the audit results and explaining how the audit contributed to the fairness of the Bank’s financial reporting and explaining the role of the Committee in the audit process.
  • Assessing the independence of the registered auditor and consenting to the provision of permissible services other than audit to the Bank and the Bank’s Group by the audit firm’s related entities or a member of the audit firm’s network, in accordance with the policy.
  • Developing a policy for selecting the audit firm to conduct an audit and providing the Supervisory Board with recommendations as to adopting the policy.
  • Developing a policy for the provision of services other than audit by the audit firm performing the audit, its related entities and a member of the audit firm’s network, and providing the Supervisory Board with recommendations as to adopting the policy.
  • Developing a procedure for selecting an audit firm to conduct an audit and providing the Supervisory Board with recommendations as to adopting the policy.
  • Providing the Supervisory Board with recommendations as to the appointment of the audit firm to conduct the audit.
  • Submitting recommendations aimed at ensuring the fairness of the Bank’s financial reporting to the Supervisory Board.
  • Submitting recommendations to the Supervisory Board with regard to the statement concerning the audit firm conducting the audit of the annual financial statements of the Bank and consolidated financial statements of the Bank’s Group.
  • Developing the rules for the process of disclosing and exchanging data and information between the PFSA, the audit firm, the key registered auditor and the Bank, and recommending their adoption to the Supervisory Board.
As at 31 December 2021, the Audit Committee consisted of: date of appointment to the Committee during the present term of the Supervisory Board
Chair: Agnieszka Winnik-Kalemba 15 June 2021
Deputy Chair: Mariusz Andrzejewski 24 September 2020
Members: Grzegorz Chłopek 24 September 2020
Dominik Kaczmarski 15 June 2021
Rafał Kos 24 September 2020
Bogdan Szafrański 16 December 2021

The following persons were also members of the Audit Committee in 2021:

  • Marcin Izdebski until 6 June 2021 (resignation date);
  • Grażyna Ciurzyńska until 7 June 2021 (dismissal date).

As part of the assessment of the suitability of candidates for Supervisory Board membership made in connection with their election for a new term of office (in accordance with the Policy on suitability assessment of candidates and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A.), it was assessed whether the candidates meet the requirements necessary to serve on the Audit Committee of the Supervisory Board (hereinafter: the Audit Committee).

According to the assessment, the appointed members of the Audit Committee jointly meet the conditions of independence and qualifications in accordance with the requirements of the Act on statutory auditors, audit firms and public oversight of 11 May 2017.

As at 31 December 2021:

  • Chair of the Audit Committee Agnieszka Winnik-Kalemba and Mariusz Andrzejewski, Grzegorzz Chłopek, Rafał Kos and Bogdan Szafrański, i.e. the majority of the Audit Committee members, are independent;
  • The following members have the most adequate knowledge and experience in the scope of the Audit Committee’s activity, including competences in accounting and auditing of financial statements:
    • Mariusz Andrzejewski – competences confirmed by a PhD. in economics and qualifications of a registered auditor; member of Polish and international accounting and bookkeeping associations; additionally, skills resulting from professional experience related to performing management and supervisory functions and working as a registered auditor;
    • Grzegorz Chłopek – competences confirmed by the knowledge gained within the educational programme connected with the title of Chartered Financial Analyst and the title of stockbroker; additionally, skills resulting from professional experience connected with managing a Universal Pension Fund Management Company;
    • Dominik Kaczmarski – competences resulting from knowledge and skills gained within the educational programme connected with the title of tax advisor, completed MBA Finance & Technology studies and professional experience in tax reviews and calculations for banks and in the process of auditing financial statements (in the area of their tax components);
    • Bogdan Szafrański – knowledge and skills gained within the educational programme at the University of California Irvine (UCI), where he completed MBA studies at the Merage School of Business in the area of finance, as well as resulting from his experience as a lecturer in the Faculty of Finance and Banking of the Lazarski University in Warsaw (mainly in the area of financial and management accounting);
  • all members of the Audit Committee collectively have knowledge and skills in the area of banking resulting from, among other things, their education, professional experience and functions performed (as more fully described in the biographical notes in this chapter).

The General Shareholders’ Meeting performs an assessment of the suitability of the Supervisory Board members (including an assessment of their independence), in accordance with the aforementioned Policy at the time of selecting the candidates for the Supervisory Board members and periodically once a year.

In 2021 there were nine meetings of the Audit Committee of the Supervisory Board.

he main purpose of the Policy for selecting the audit firm to audit the financial statements of the Bank and the Bank’s Group (hereinafter: the Selection Policy) and the Policy for the provision of permissible services other than audit to the Bank and the Bank’s Group companies by the audit firm performing the audit, its related entities or members of its network (hereinafter: the Policy for providing the services), is to ensure the compliance of the audit firm selection process and the provision of services by this firm to the Bank and the Group with the applicable laws and recommendation L of the Polish Financial Supervision Authority, in particular in terms of ensuring the audit firm’s independence and objectivity and satisfaction of the requirements concerning mandatory rotation and cooling off periods.

The Selection Policy defines the following principles of mandatory rotation and cooling off periods with respect to the audit firm and the key registered auditor.

  1. The maximum period of uninterrupted performance of statutory audit engagements by the same audit firm, an audit firm related to that firm or any member of a network operating in the European Union of which these audit firms are members is 10 audited financial years. This period may be extended (with PFSA’s approval) by two years, to a maximum of 12 audited financial years, if more than one audit firm is engaged in the joint audit formula, provided that the statutory audit results in the preparation of a joint audit report.
  2. An agreement for audit of the financial statements shall be concluded for a period not shorter than 2 financial years and not longer than 3 financial years, with an option of extending it for the following audited period of at least two financial years.
  3. After the end of the maximum period of uninterrupted performance of engagements referred to in item 1, the audit firm may perform a statutory audit again not earlier than 4 years after the end of the previous audit of the financial statements of the Bank and the Bank’s Group.
  4. A key registered auditor must not perform a statutory audit of the financial statements for a period longer than 5 audited financial years..
  5. A key registered auditor may perform a statutory audit of the financial statements again not earlier than three years after the end of the last statutory audit of the financial statements of the Bank and the Bank’s Group.

In accordance with the Selection Policy, the Supervisory Board conducts the proceedings for signing an agreement for the audit of the financial statements of the Bank and the Bank’s Group in the form of an open tender. Having completed the selection procedure organized by the Bank, the Audit Committee provides to the Supervisory Board a recommendation concerning the audit firm selection. Unless it is recommended to renew the audit engagement, the recommendation presents at least two audit firms to be selected from and an indication of the preferred one (with a justification). The Supervisory Board selects the audit firm based on the Audit Committee’s recommendation. Clear and unbiased criteria are applied in the selection of the audit firm on the basis of the proposals submitted.

The Audit Committee recommendations for the selection of the audit firm to audit the financial statements for the years 2020-2021 and 2022-2023 satisfied the applicable requirements and were prepared based on the selection procedures organized by the Bank, which satisfied the applicable criteria.

In accordance with the Policy for providing the services, the provision of permissible services other than audit by the audit firm performing the audit, its related entities or members of its network to the Bank requires approval of the Audit Committee of the Supervisory Board of the Bank. The approval of the Audit Committee of the Supervisory Board is also required in the case of permissible services other than audit provided to a company of the Bank’s Group (on the request of such company). The company requesting such approval must present the approval of its Audit Committee or its Supervisory Board.

In 2021, the audit firm PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp. K. provided to the Bank permissible services other than audit, comprising the review of financial statements and the assessment of the report on remuneration of the members of the Bank’s Management Board and Supervisory Board prepared by the Supervisory Board. Before signing the agreement for the provision of permissible services other than audit, the Audit Committee of the Bank’s Supervisory Board assessed the independence of the audit firm and gave its consent for the performance of those services.

Nominations and Remuneration Committee

Expressing opinions and monitoring the Remuneration Policy adopted by the Bank and supporting the Bank’s authorities in developing and implementing this policy.

In particular, the Committee is responsible for the performance of the following tasks:

  • expressing opinions on the general rules for remunerating persons whose professional activities have a material impact on the Bank’s risk profile to be approved by the Supervisory Board;
  • conducting periodical reviews of the Remuneration Policy and presenting their results to the Supervisory Board;
  • presenting to the Supervisory Board proposals of principles for remunerating members of the Management Board;
  • evaluating MbO targets pursued and achieved by the members of the Management Board;
  • assessing tools and systems adopted to guarantee that the remuneration system in the Bank’s Group properly accounts for all types of risk, liquidity and equity levels and that the Remuneration Policy complies with the proper and effective risk management principles, supports such management and is consistent with the business strategy, goals, corporate culture and values, and the long-term interests of the Bank’s Group;
  • supervising fixed remuneration of the leader of the Bank’s compliance unit;
  • providing opinions and monitoring variable remuneration components of leaders of the legal, compliance, internal audit, risk management and human resources units;
  • presenting opinions to the Supervisory Board on the settlement of MbO targets for members of the Management Board approved by the Supervisory Board;
  • preparing a draft report on the evaluation of the functioning of the Remuneration Policy in the Bank, which is presented by the Supervisory Board to the General Shareholders’ Meeting.

Additionally, the Committee’s tasks include:

  • expressing opinions on the diversity policy relating to the composition of the Management Board;
  • recommending candidates to the Management Board to the Supervisory Board;
  • recommending the scope of duties for the candidate to the Management Board specified by the Supervisory Board, as well as the requirements concerning the knowledge and competences and the expected involvement in terms of the amount of time necessary to perform the function;
  • recommending to the Supervisory Board the target representation of the gender which is under-represented in the Management Board;
  • periodically (at least once a year) assessing the structure, size, composition and effectiveness of the functioning of the Management Board and recommending respective changes to the Supervisory Board;
  • periodically (at least once a year) assessing the knowledge, competences and experience of the Management Board as a whole and of its individual members, and informing the Management Board of the results of the assessment;
  • periodically assessing the Management Board’s policy in respect of the selection and appointment of persons to managerial positions at the Bank and submitting respective recommendations to the Management Board.
As at 31 December 2021, the Nominations and Remuneration Committee consisted of: date of appointment to the Committee during the present term of the Supervisory Board
Chair: Wojciech Jasiński 24 September 2020
Deputy Chair: Dominik Kaczmarski 8 June 2021
Members: Andrzej Kisielewicz 24 September 2020
Tomasz Kuczur 14 October 2021
Bogdan Szafrański 14 October 2021

The following persons were also members of the Nominations and Remuneration Committee in 2021:

  • Marcin Izdebski until 6 June 2021 (resignation date);
  • Grażyna Ciurzyńska until 7 June 2021 (dismissal date);
  • Zbigniew Hajłasz until 12 October 2021 (dismissal date).

In 2021 there were 12 meetings of the Nominations and Remuneration Committee of the Supervisory Board.

Risk Committee

  • Evaluating the overall current and future readiness of the Bank to take risks, taking into account the risk profile of the Bank Group.
  • Expressing opinions on the Bank’s operational risk management strategy adopted by the Management Board and information on the implementation of this strategy submitted by the Management Board, as well as other periodic reports on risk management and capital adequacy.
  • Expressing opinions on other resolutions of the Management Board in respect of risk management and capital adequacy which are subject to approval by the Supervisory Board.
  • Supporting the Supervisory Board in overseeing the implementation of the Bank’s operational risk management strategy.
  • Reviewing whether the prices of assets and liabilities offered to customers fully envision the Bank’s business model and its strategy in terms of risk and suggesting corrective actions to the Management Board.
  • Assessing the risks associated with the financial products and services offered.
  • Expressing opinions on solutions for reducing business risk with the use of the Bank’s property insurance and civil liability insurance for members of the Bank’s authorities and proxies.
  • Ongoing monitoring of the risk management system and providing the Supervisory Board with information on the results of this monitoring.
  • Expressing opinions on the information on the risk management strategy and risk management system disclosed by the Bank to the general public.
  • Conducting an annual review of the employees’ remuneration policy of the Bank and the Bank’s Group.
  • Ongoing monitoring of the implementation of risk management strategy and providing recommendations to the Supervisory Board.
  • Advising on the selection of external advisors, experts and consultants in the event that the Supervisory Board wishes to use their services.
  • Evaluating recommendations of external and internal auditors and follow-up in the form of appropriate implementation of the respective measures.
  • Performing other tasks specified by the Supervisory Board with regard to risk management at the Bank.
As at 31 December 2021, the Risk Committee consisted of: date of appointment to the Committee during the present term of the Supervisory Board
Chair: Mariusz Andrzejewski 24 September 2020
Deputy Chair: Grzegorz Chłopek 24 September 2020
Members: Wojciech Jasiński 24 September 2020
Dominik Kaczmarski 15 June 2021
Andrzej Kisielewicz 24 September 2020
Krzysztof Michalski 24 September 2020
Bogdan Szafrański 14 October 2021

In 2021 there were 8 meetings of the Risk Committee of the Supervisory Board.

Strategy Committee

  • Expressing opinions on the Bank’s strategy adopted by the Management Board, the approval of which is the competence of the Supervisory Board.
  • Supporting the Supervisory Board in overseeing the implementation of the strategy, in particular by analysing periodic information on the implementation thereof presented by the Management Board.
  • Expressing opinions on strategic activities of the Bank, which require the prior consent of the Supervisory Board, in particular on their compliance with the binding strategy of the Bank.
  • Performing other tasks specified by the Supervisory Board with regard to the implementation of the strategic goals and key projects of the Bank.
As at 31 December 2021, the Strategy Committee consisted of: date of appointment to the Committee during the present term of the Supervisory Board
Chair: Dominik Kaczmarski 15 June 2021
Members: Mariusz Andrzejewski 24 September 2020
Andrzej Kisielewicz 24 September 2020
Tomasz Kuczur 14 October 2021
Krzysztof Michalski 24 September 2020
Bogdan Szafrański 14 October 2021

The following persons were also members of the Strategy Committee in 2021:

  • Grażyna Ciurzyńska until 7 June 2021 (dismissal date);
  • Piotr Sadownik until 11 October 2021 (resignation date);
  • Zbigniew Hajłasz until 12 October 2021 (dismissal date).

In 2021 there were three meetings of the Strategy Committee of the Supervisory Board

The Management Board of PKO Bank Polski S.A.

The Management Board of PKO Bank Polski S.A. consists of three to nine members. The Management Board members are appointed by the Supervisory Board for a joint three-year term. Appointing the President of the Management Board and the Board member responsible for overseeing the management of material risk in the Bank’s operations requires the consent of the PFSA.

The current term of office of the Management Board began on 30 July 2020.

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.

Iwona Duda – Vice-President of the Management Board managing the work of the Management Board and in charge of the Function of the President of the Management Board
Member of the Management Board
since 23 October 2021

Year of birth: 1967

Manager, economist with twenty years of experience on financial markets. Currently President of the Management Board of PKO Bank Polski S.A. From 23 October 2021 to 25 January 2022, Vice-President of the Management Board managing the work of the Bank’s Management Board. Previously, President of the Management Board of Alior Bank S.A.

She also worked as advisor to the President of the National Bank of Poland and member of the Supervisory Board of Bank Ochrony Środowiska. In the years 2006-2008, she was Vice-President of the Polish Financial Supervision Committee.  Previously, as the Plenipotentiary of the Prime Minister, she organized the PFSA Office, which was established as a result of the combination of the Insurance and Pension Funds Supervision Authority (Komisja Nadzoru Ubezpieczeń i Funduszy Emerytalnych) and the Securities and Stock Exchange Commission (Komisja Papierów Wartościowych i Giełd). Ms Duda was also Vice-President of the Insurance and Pension Funds Supervision Authority and director of the Financial Market Development Department at the Ministry of Finance. She also worked as an advisor at the Strategic Management Department of the National Bank of Poland.

From 1998 to 2005, she worked as a department director at the Office for Supervision of Pension Funds (Urząd Nadzoru nad Funduszami Emerytalnymi), and then she supervised the market of insurance brokers at the Insurance and Pension Funds Supervision Authority Office. Before that she worked at the Ministry of Finance as a specialist in public debt issues; she also worked for the Office of the Committee for European Integration.

Ms Duda performed various functions in the financial market institutions, such as e.g. Deputy Chair of the Supervisory Board of Bank Gospodarstwa Krajowego, member of the Supervisory Board of the National Depository of Securities (KDPW), deputy member of the Payment System Council at the National Bank of Poland and member of the Supervisory Board of PTE PZU S.A.

Ms Duda is an economist. She graduated from the Warsaw School of Economics and the National School of Public Administration. She also completed the Studies for Investment Advisors – Securities Analysts at the Koźminski University. Author of expert publications on the financial market and the pension system. She completed a number of professional programmes in the USA, Germany and other countries.

She was awarded the badge of honour “For merit in banking”.

Functions performed in
Committees as at
31 December 2021
Strategy Committee (Member).
Bartosz Drabikowski – Vice-President of the Management Board of the Bank in charge of the Finance and Accounting Area
Member of the Management Board since 15 June 2021.

Year of birth: 1970

Vice-President of the Management Board in charge of Finance (CFO) since June 2021. He previously performed this function in the years 2008-2017. Deputy Chair of the Supervisory Board of Bank Pocztowy S.A. Since August 2021.

Member of the Board of Directors of VISA Europe and the Risk, Audit and Finance Committee (2015-2016). In the years 2006-2008 he was a member of the Management Board of Krajowa Izba Rozliczeniowa S.A. in charge of finance, new electronic payment products, security and risk management.

He has many years of experience in the management of financial institutions. He chaired the Supervisory Boards of the PKO Bank Polski S.A. Group companies: Inteligo Financial Services S.A., CEUP eService sp. z o.o., PKO Faktoring S.A. He was a member of the Supervisory Board of Krajowy Depozyt Papierów Wartościowych S.A. (the National Depository of Securities), a member of the Board of the Bank Guarantee Fund and a member of the Supervisory Board of Polska Wytwórnia Papierów Wartościowych S.A.; in the years 2018-2021 he advised the President of the Management Board of PHN S.A.

Mr Drabikowski started his professional career at the Ministry of Finance where he worked on the financial market regulations and supervision, focusing in particular on the banking sector and the capital market. He also prepared development strategies for the financial services sector both in Poland and for the common market of the European Union. He worked in the following positions at the Ministry of Finance: advisor to the Minister, deputy director and director of the Department of Financial Institutions.

For a few years, he was a member of the Banking Supervision Authority and the Securities and Stock Exchange Commission, and a deputy member of the Payment System Council at the National Bank of Poland. He was also a member of a number of European institutions, such as the Financial Services Committee (the European Council), the European Banking Committee and the European Securities Committee (the European Commission).

Bartosz Drabikowski completed the Advanced Management Programme at the Harvard Business School. He also completed the Executive MBA programme at the University of Illinois at Urbana–Champaign, graduated from the Warsaw School of Economics, the Łódz University of Technology, the National School of Public Administration and the Academy of Diplomacy (at the Polish Institute of International Affairs).

Functions performed in
Committees as at
31 December 2021
Data Quality Committee (Deputy Chair);

Assets and Liabilities Management Committee (Deputy Chair);

Risk Committee (Member);

Operational Risk Committee (Member);

Strategy Committee (Member);

Transformation Committee (Member).

Marcin Eckert – Vice-President of the Management Board of the Bank in charge of the Corporate Banking and Investment Area
Member of the Management Board since 8 June 2021.

Year of birth: 1971

Marcin Eckert completed the Advanced Management Program at the Harvard Business School. He also completed the Leadership Academy for Poland programme and graduated from the Faculty of Law and Administration at the Nicolaus Copernicus University in Toruń.

Previously he worked for the PZU Group as the Managing Director for Corporate Matters (from 2017). In the years 2019-2021, he was a member of the Management Board of PZU S.A. and PZU Życie S.A. At the PZU Group, he was responsible for the strategy and projects, the Administration Office, the Corporate Governance Office, the Office of Supervision of Foreign Companies and the Information Technology Function. In the years 2018-2020, he was a member and Deputy Chair of the Supervisory Board of Alior Bank S.A. and Chair of the Supervisory Board of PZU Zdrowie S.A.; from June 2020 to June 2021 he was Deputy Chair of the Supervisory Board of Bank Pekao S.A. At present, Mr Eckert is the Chair of the Supervisory Board of Totalizator Sportowy Sp. z o.o.

He has been an attorney-at-law since 2001, specializing in commercial law, tax law and labour law. Before joining the PZU Group he worked as Senior Associate at Bird & Bird Szepietowski i Wspólnicy (as the Benefits & Compensation practice leader). Before that, he worked for TGC Tax Advisers sp. z o. o. (as director of the Tax Department), Mazars Audyt Sp. z o. o. (as director of the Tax and Legal Department) and Ernst & Young (Senior Manager).

Functions performed in
Committees as at
31 December 2021
Assets and Liabilities Management Committee (Deputy Chair);

Loan Committee of the Bank (Member);

Risk Committee (Member);

Strategy Committee (Member).

Wojciech Iwanicki – Vice-President of the Management Board of the Bank in charge of the the Administration Area
Member of the Management Board since 14 October 2021.

Year of birth: 1974

 

He graduated from the Faculty of Philosophy and Sociology of the Maria Curie-Skłodowska University (UMCS) in Lublin. He obtained the Executive Master of Business Administration title.

Mr Iwanicki has more than 10 years of professional experience in the management of administration, logistics, infrastructure, human resources and IT.

In 2017 he joined the PZU Group, where he performed the functions of director of the Administration Office at PZU S.A., PZU Życie S.A., PZU Centrum Operacji S.A., TUW PZUW. He was also a director in charge of administration and finance in the Public Procurement Office. In the years 2014-2016, director of the Office of the President of the General Counsel to the State Treasury. From 2006 to 2010, deputy director in the office of the President of the Republic of Poland.

Deputy Chair of the Supervisory Board of Sigma BIS S.A. since October 2019.

Functions performed in
Committees as at
31 December 2021
Strategy Committee (Member).
Maks Kraczkowski – Vice-President of the Management Board of the Bank in charge of the Retail Market and Enterprises Area and International Banking
Member of the Management Board since 4 July 2016

Year of birth: 1979

He graduated from the University of Warsaw’s Faculty of Law and Administration. He completed the Advanced Management Program 194 at the Harvard Business School and holds an EMBA diploma.

Currently he is Chair of the Supervisory Board of the following companies: KREDOBANK S.A., PKO Leasing S.A., PKO Życie Towarzystwo Ubezpieczeń S.A. And PKO Towarzystwo Ubezpieczeń S.A. From September 2016 to October 2021 he was Deputy Chair of the Loan Committee of the Bank.

From July 2016 to October 2021 he was in charge of the Cooperation with Local Government Authorities and Government Agencies Area. From January to December 2018 he supervised the Legal and Compliance Area.

He has many years of experience in establishing laws and knowledge of Polish and international business matters.

A lawyer, manager and Member of Parliament of the 5th, 6th, 7th, 8th term.

Functions performed in
Committees as at
31 December 2021
Risk Committee (Member);

Strategy Committee (Member).

Mieczysław Król – Vice-President of the Management Board of the Bank in charge of the Operations Area
Member of the Management Board since 6 June 2016.

Year of birth: 1958

A graduate of the Faculty of Finance and Statistics of the Warsaw School of Economics 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 more than thirty years. He has worked, among others, at the National Bank of Poland. Associated with PKO Bank Polski S.A. for many years; from 2006 to 2010 he was Director of the Audit Department and, at the same time, Chairman of the Audit Committee of KREDOBANK S.A.  Then, from 2011 to 2015, he was Director of the Audit Department at Bank Ochrony Środowiska S.A. in Warsaw.  In 2006-2007, he combined his work at PKO Bank Polski S.A. with his function on the Supervisory Board of Centrum Finansowo-Bankowe 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 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 District [powiat] of Warsaw. He was Deputy Chairman of the Budget Committee and member of the Audit Committee. In 2002-2014, he was a councillor at the City Council of the Capital City of Warsaw, where he was Chairman and then 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 Warsaw – Bielany.

He is the Chair of the Supervisory Board of PKO Bank Hipoteczny S.A. and Deputy Chair of the Supervisory Boards of: PKO Leasing S.A., PKO Towarzystwo Ubezpieczeń S.A. and PKO Życie Towarzystwo Ubezpieczeń S.A.

Functions performed in
Committees as at
31 December 2021
Operational Risk Committee (Member);

Strategy Committee (Member).

Artur Kurcweil – Vice-President of the Management Board of the Bank in charge of the Technology Area
Member of the Management Board since 14 September 2021.

Year of birth: 1973

Artur Kurcweil has more than 20 years of experience in IT management. In the years 2011-2021 he worked for the PZU Group: until 2019 as IT director, and from 2020 as the managing director for digitization.  He was in charge of digital transformation of the PZU Group services, IT projects, ensuring business continuity and cyber security implementations. He also performed the function of director in charge of the Innovations Lab, a unit of the PZU Group dealing with cooperation with international start-ups, testing and implementing innovations.

Before 2011, he worked at IBM for 5 years and at the Siemens Group for 8 years. During three years of work in the Siemens head office in Munich he gained international project experience and knowledge of consulting and international IT management.

In his work, Artur Kurcweil is focused on innovation, digitization and effectiveness of processes and dynamic development of multi-channel business. Thanks to his professional experience gained both as a customer and a service provider, he understands the needs of the market and fast changes in the area of new technologies.

He graduated from the Warsaw School of Economics, where he completed studies in cyber security management, and from the West Pomeranian Business School in Szczecin, where he obtained BSc in information technology and econometrics and M.A. in economics.

Functions performed in
Committees as at
31 December 2021
IT Architecture Committee (Chair);Data Quality Committee (Chair);

IT Security Committee (Deputy Chair);

Risk Committee (Member);

Operational Risk Committee (Member);

Strategy Committee (Member);

Transformation Committee (Member).

Piotr Mazur – Vice-President of the Management Board of the Bank in charge of the Risk Management Area
Member of the Management Board since 8 January 2013.

Year of birth: 1966

He is Vice-President of the Management Board of PKO Bank Polski S.A. in charge of the Risk Management Area, upon the approval of the PFSA granted on 8 January 2013.

He graduated from the Faculty of Organization and Management at the Academy of Economics in Wroclaw.

He has more than 30 years of experience in banking – mainly in the areas of risk, restructuring and loans, and in international financial groups operating in Europe, the USA and South America.  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 S.A., was directly responsible for risk management, optimization of debt collection and restructuring processes, and cooperated with the regulators in Poland and abroad.

He started his professional career in 1991 at Bank BPH S.A., in the loans area.  In 1992, he joined Bank Zachodni S.A. and, following the merger with Wielkopolski Bank Kredytowy S.A., he joined BZ WBK S.A. In 1992-2000, he worked in the Capital Investments Department and in 2000-2005 he held the position of Director of the Credit Quality Control Department. 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. From January 2011 he was Chief Credit Officer and from March 2012 also Deputy Chief Risk Officer. Moreover, he was Chair of the Loan Committee at BZ WBK S.A., Deputy Chair of the Credit Risk Forum, and Deputy Chair of the Risk Model Forum.

He was a member of the Supervisory Boards of the following PKO Bank Polski S.A. Group companies: PKO Bank Hipoteczny S.A., PKO Leasing S.A. and PKO Faktoring S.A.

He is a member of the Supervisory Board of Biuro Informacji Kredytowej S.A.

Functions performed in
Committees as at
31 December 2021
The Bank’s Loan Committee (Chair);

Operational Risk Committee (Chair);

Risk Committee (Deputy Chair);

Assets and Liabilities Management Committee (Deputy Chair);

IT Security Committee (Member);

Data Quality Committee (Member);

Strategy Committee (Member).

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:

Assets and Liabilities Management Committee of PKO Bank Polski S.A  
Purpose Managing assets and liabilities by influencing the structure of the balance sheet of PKO Bank Polski S.A. and its off-balance sheet items in a manner conducive to achieving the optimum financial result.
Tasks Supporting the Management Board in the following activities of the Bank and its Group:
  • shaping the structure of the Bank’s balance sheet;
  • capital adequacy management;
  • managing profitability, taking into account the specific nature of the individual areas of activity and the respective risks;
  • managing financial risk, including market and liquidity risks, business risk, and credit risk (settlement and pre-settlement risk) of the transaction on the wholesale market.
Risk Committee  
Purpose Setting strategic directions and tasks with respect to banking risk in the context of the Bank’s strategy, the macroeconomic situation and the regulatory environment, analysing periodic reports related to banking risks and developing appropriate guidance based thereon, as well as preparing the banking risk management strategy and its periodic reviews.
Tasks
  • Monitoring the integrity, adequacy and effectiveness of the banking risk management system, capital adequacy and allocation of internal capital to individual business lines and implementing the risk management policy pursued as part of the Bank’s Strategy.
  • Analysing and evaluating the utilization of strategic risk limits set in the Banking Risk Management Strategy.
  • Expressing opinions on periodic risk reports submitted for approval to the Supervisory Board and taking into account information from these reports when issuing opinions.
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 incurring losses as a result of taking wrong business decisions on the basis of the credit risk models.
Tasks
  • Making decisions on the segregation of duties to make credit or sales decisions and claims management decisions.
  • Making lending decisions concerning the biggest matters of the Bank’s Customers, as well as issuing recommendations for the Bank’s Management Board in lending matters.
  • Making decisions in matters concerning restructured receivables.
  • Setting industry limits, limits concerning appetite for portfolio credit risk and exposure concentration risk.
  • Making decisions concerning the implementation of credit risk models and anti-fraud models in lending processes, in particular with respect to scoring or rating.
  • Making decisions on the implementation of a model for determining allowances for expected credit losses on financial assets.
  • Accepting reports on the monitoring or review of models and loan portfolio quality, in which credit risk models are used.
  • Accepting monthly and quarterly credit risk reports.

Operational Risks Committee

Purpose Effective management of operational risk to improve the safety of the Bank’s operations.
Tasks
  • Determining the directions of operational risk management development.
  • Supervising the functioning of operational risk management, including the tasks concerning continuity of the Bank’s operations.
  • Coordination of operational risk management.
  • Determining measures to be taken in the event of an emergency which exposes the Bank to reputational risk and results in operating losses.

Transformation Committee

 
Purpose Ensuring the effective transformation of the Bank in line with its development directions, including ensuring the consistency of business objectives and maximization of the business value of changes in the Bank (e.g. within formations and projects).
Tasks
  • Operational management of the Bank’s Strategy implementation.
  • Performing key roles in the New Management Model (NMM) in accordance with the Bank’s internal regulations concerning the New Model of Work and the New Management Model.
  • Making decisions on the implementation of and changes to projects, as well as decisions pertaining to material costs and other operating costs.
  • Allocation of funds for urgent purchases resulting from the business continuity plan in the event of a crisis.
  • Overseeing projects and development initiatives, particularly work progress, project budgets, financial and non-financial benefits.
  • Initiating activities enhancing the Bank’s effectiveness.
  • Managing the annual financial limit for the implementation of projects; and development initiatives.
  • Solving disputes within the area of competences of the Committee, on lower decision-making levels
Strategy Committee
Purpose Oversight of the strategic planning process and management of the Bank’s strategy.
Tasks
  • Managing the activities relating to strategy development and implementation.
  • Approving the strategy development schedule and the strategy implementation schedule.
  • Making key decisions necessary to ensure the implementation of the strategy, including the implementation of strategic initiatives.
  • Solving potential disputes arising when working on individual strategic initiatives
IT Architecture Committee
Purpose Development of the IT architecture ensuring the implementation of the Bank’s Strategy.
Tasks
  • Development of key assumptions of the IT architecture of the Bank (principles).
  • Periodic evaluation of the IT architecture functioning at the Bank.
  • Development of a target architecture model.
  • Initiating activities aimed at implementing the target architecture model.

IT Security Committee

Purpose Increasing the effectiveness of supervision and control over the IT system safety at PKO Bank Polski S.A. (SIB).
Tasks Issuing recommendations on the SIB safety, in particular related to:
  • coordination and monitoring of work related to the SIB safety;
  • setting the directions of the activities of the Bank with respect to SIB safety;
  • specifying actions, which should be taken in the event of emergency situations which put the Bank’s image at risk and cause operating or financial losses in the area of SIB safety;
  • monitoring the risk related to SIB safety.

Data Quality Committee

Purpose Setting strategic directions of the activities relating to data quality management and data architecture at 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 of the Bank.
Tasks Taking decisions on data management in the Bank, including in particular decisions pertaining to:
  • DMS development directions;
  • recommendations to organizational units of the Bank regarding data management activities;
  • detailed data management solutions;
  • assessing the effectiveness of the operations of the DMS, determining priority measures as part of the DMS, and drawing up periodical action plans;
  • allocation of the ownership of data groups;
  • solving disputes pertaining to the DMS at the request of the Committee members;
  • approving – especially in cases justified by the need to ensure the continuity of the Bank’s operations – deviations from data quality criteria and rules as well as data quality solutions standards.

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.

Diversity policy in the composition of the Bank's Management and Supervisory Boards

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.
[405-1]
Gender Women Men
Supervisory Board 1 10
Management Board 1 7
*MRT (Material Risk Takers) 16 55
Age 30-41 years 41-51 years 51-60 years above 60 years
Supervisory Board 2 4 1 4
Management Board 4 3 1
MRT (Material Risk Takers) 9 42 19 1
Years of service at the Bank up to 5 years 5-10 years 10-15 years 15-20 years above 20 years
Supervisory Board 9 2
Management Board 5 3
MRT (Material Risk Takers) 6 3 12 50
*change in presentation: key management was replaced by MRT - Material Risk Takers.

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.

Shares of PKO Bank Polski S.A. and its related entities held by members of the Bank’s authorities

The table below presents the shares in the Bank held by members of the Management Board as at 31 December 2021.

Name As at 31.12.2021 As at 31.12.2020
Number
of shares
Total nominal
value of shares
held in PLN
Number
of shares
Total nominal
value of shares
held in PLN
Management Board of the Bank
Iwona Duda, Vice-President of the Management Board 0 0
Bartosz Drabikowski, Vice-President of the Management Board 0 0
Marcin Eckert, Vice-President of the Management Board 0 0
Wojciech Iwanicki, Vice-President of the Management Board 0 0
Maks Kraczkowski, Vice-President of the Management Board 0 0 0 0
Mieczysław Król, Vice-President of the Management Board 6,000 6,000 6,000 6,000
Artur Kurcweil, Vice-President of the Management Board 0 0
Piotr Mazur, Vice-President of the Management Board 8,000 8,000 8,000 8,000

As at 31 December 2021 and 31 December 2020, the Supervisory Board members did not hold any shares of PKO Bank Polski S.A.

Due to potential or actual access to confidential information, members of the Management Board and Supervisory Board and persons closely related to them are required to notify the Bank and the PFSA of any transactions concluded on their own account involving the Bank’s shares, the Bank’s debt instruments or derivative instruments and other related financial instruments of the Bank.

Members of the Management Board and Supervisory Board are also prohibited from concluding transactions on their own account or on the account of a third party, directly or indirectly, concerning the Bank’s shares, the Bank’s debt instruments or derivatives and other related financial instruments during the 30 days prior to the date of publication of its interim report by the Bank (closed period).

As at 31 December 2021, the members of the Management Board and Supervisory Board did not hold shares in companies related to PKO Bank Polski S.A., i.e. its subsidiaries, joint ventures and associates.

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