The Supervisory Board of PKO Bank Polski SA
The Supervisory Board of PKO Bank Polski SA is composed of 5 to 13 members appointed for a joint term of office of three years. Members of the Supervisory Board are appointed and dismissed by the General Shareholders’ Meeting.
On 26 June 2014 the State Treasury, as the Eligible Shareholder, on the basis of § 11 clause 1 of the Bank’s Memorandum of Association determined the number of the Supervisory Board members to include 9 persons, of which the Bank informed in a Current Report No. 53/2014. As at 31 December 2015, the Supervisory Board of the Bank consisted of 8 persons.
The current term of office of all the Supervisory Board members started on 26 June 2014.
Composition of the Supervisory Board of PKO Bank Polski SA as at 31 December 2015
|Jerzy Góra - Chairman of the Bank’s Supervisory Board On 26 June 2014 appointed for the current term of the Supervisory Board, on the same day appointed the Chairman of the Supervisory Board by the Minister of State Treasury||President of the Management Board of Polskie Inwestycje Rozwojowe SA since 1 January 2015. He gathered his work experience holding managerial positions, i.e. at Bank Gospodarstwa Krajowego as a Director of the Investment Project Finance Department. He was a Vice-President of the Management Board of Agencja Rozwoju Przemysłu SA (Industrial Development Agency), Vice-President of the Management Board of Stocznia Szczecińska Porta Holding SA (Porta Holding Szczecin Shipyard JSC), a Deputy General Director of Polska Żegluga Morska w Szczecinie (Polish Steamship Company in Szczecin) and a Director of Department at Bank Morski SA. He also worked in the Ministry of the Treasury as a Director of the Corporate Governance and Privatisation II Department. Earlier he was a member of supervisory boards of companies, including Polimex-Mostostal SA, LZPS Protektor SA, Elektrociepłowania Będzin SA, Euroafrica Sp. z o.o., Polska Agencja Informacji i Inwestycji Zagranicznych SA (Polish Information and Foreign Investment Agency) and of Grupa Azoty Zakłady Chemiczne ‘Police’ SA and Polskie Inwestycje Rozwojowe SA as well as banks: Bank Morski SA, BIG Bank SA. He is a holder of Ph.D. in Economics from the University of Szczecin and of a research fellowship of the Saint Ignatius University Faculties of Antwerp (UFSIA).|
|Mirosław Czekaj - Secretary of the Supervisory Board On 31 August 2009 appointed to the Supervisory Board. On 26 June 2014 reappointed for the current term of the Supervisory Board. On 16 July 2014 reappointed the Secretary of the Supervisory Board.||PhD in Economics, a graduate of the Nicolaus Copernicus University in Toruń. Registered Auditor. In January 2007, he was elected by the Council of the City of Warsaw to the position of City Treasurer. Between 2004 and 2006, he was Vice-President of Bank Gospodarstwa Krajowego, responsible for the commercial activities of the bank and for supervising its branches. Previously, he was responsible for public sector and corporate finances. Since 1992 to 2009, he held positions on the supervisory boards of numerous companies, including as Chairman of the Supervisory Board of Remondis – Szczecin Sp. z o.o., Chairman of the Supervisory Board of Fundusz Wspierania Rozwoju Gospodarczego Miasta Szczecina, Chairman of the Supervisory Board of Szczecińskie Centrum Renowacji Sp. z o.o., Chairman of the Supervisory Board of MPT Sp. z o.o. in Warsaw. He was also a Supervisory Board Member of Pomorski Bank Kredytowy SA in Szczecin. He is the author and co-author of finance-related publications.|
|Małgorzata Dec-Kruczkowska - Secretary of the Supervisory BoardOn 25 June2015 appointed for the current term of the Supervisory Board. On 5 August 2015 appointed the Secretary of the Supervisory Board.||Mrs. Dec-Kruczkowska holds PhD in economic sciences – she expertizes in issues related to corporate finance. Her PhD thesis defended in 2008 at the School of Economics inWarsaw was devoted to research the impact of the social insurance burden for the development of entrepreneurship. Several years of her professional experience includes expert and management positions in the energy, financial and commercial sectors. She has been working in the Ministry of Treasury for nearly six years, where she holds the position of Director of the Department of Strategic Management and Development. In the Ministry of the Treasury she worked on projects of privatization plans, rules of corporate governance and best practices. She coordinates the preparation of economic and financial analyses of companies and the receipt of corporate valuations. She is also responsible for coordinating the planning and implementation of privatization revenues and dividends from companies, including listed companies. Since November 2014 she was chairwoman of the supervisory board of the Kompania Węglowa SA. Previously, she worked as CEO of RUCH SA, chaired the supervisory boards of companies Agencja Rozwoju Przemysłu SA, PGE Polska Grupa Energetyczna SA, RUCH SA and Nafta Polska SA etc. As part of work within the companies she carried out activities in the field of financial audit, strategic investments, renegotiating of trade agreements, she was responsible for reviewing and evaluating the effectiveness of the company projects. She is co-author of academic books and scientific publications in the field of finance.|
|Zofia Dzik - Member of the Supervisory Board On 6 June 2012 appointed for the current term of the Supervisory Board. On 26 June 2014 reappointed for the current term of the Supervisory Board.||A graduate of the University of Economics in Cracow, University of Illinois in Chicago, University of Social Sciences and Humanities in Warsaw and Executive Programmes at INSEAD Business School, she also holds a MBA from Manchester Business School and a certified member of the Association for Project Management (APMP). In 1995-2003 a consultant at Arthur Andersen companies and Andersen Business Consulting, responsible for insurance sector (Insurance Division Director), provided advisory service, i.e. to such entities as PZU SA, PZU Życie SA, TUiR Warta SA, Aplico Life SA, Commercial Union SA, Gerling SA, Compensa SA. Since 2003, she was associated with the Intouch Insurance Group (now RSA), where in 2004-2007 she performed a function of the Management Board’s President of Towarzystwo Ubezpieczeń Link4 SA, and in 2007-2009 the Management Board’s member of Intouch Insurance B.V. in the Netherlands and CEO for Central and Eastern Europe of the Intouch Insurance Group. Within this function she was responsible for new markets development; she was a chairman of the supervisory boards of: TU Link4 SA and Direct Insurance Shared Services Centre in Poland, Intouch Strachowanie in Russia (the implementation of the project from start-up stage) and Direct Pojistovna in the Czech Republic (support the start-up) and a deputy-chairman of the supervisory board of the TU na Życie Link4 Life SA. In 2006-2008, the Management Board’s member of the Polish Insurance Association. In 2007-2010, member of the supervisory board of the Insurance Guarantee Fund. Currently, the Management Board’s President of the established Humanites – Sztuka Wychowania Foundation, which purpose is support the process of social transformation in Poland, the author of the ‘Cohesive Leadership in support of sustainable human development’ model, the director of the Leadership Academy for the Education Leaders – aiming at the development of leadership in the education as well as a member of the supervisory boards of: TU Link4 SA, ERBUD SA and PKO Bank Polski SA.|
|Krzysztof Kilian - Member of the Supervisory BoardOn 25 June 2015 appointed for the current term of the Supervisory Board.||A graduate of Gdansk University of Technology, Faculty of Mechanical Engineering and Technology. In 1983 he started his professional career in the shipyards of "Wisła" in Gdansk. After 1989, he participated in the political changes in Poland, being i.e. Director of the Cabinet of Prime Minister Jan Krzysztof Bielecki, and then between 1992 - 1993 the Ministry of Communications. The years 1994 - 1997 was a period of work in Bank Handlowy. Then, in 1997-1998, he served as an adviser covering Poland in the investment bank Morgan Stanley Dean Witter and in 1999-2000 ING Barings, advising on mergers and acquisitions. At the same time, until 2008 he ran his own business - which carried out projects in the field of ICT, i.e. for PZU, PKO Bank Polski SA, BZWBK SA, Siemens, Asseco Prokom, Nokia. In the years 2008 - 2011 he served as vice president of Polkomtel SA in Marketing and Customer Relationship Management, where he was responsible for preparing and coordinating the process of selling Polkomtel SA. In the years 2012 - 2013 he led the PGE Polish Energy Group as CEO. In terms of corporate governance he has experience in supervisory boards of PKO Bank Polski SA, TFI PZU, KGHM, BPH, PGF SA, Poczta Polska. Currently he sits on the Board of CD Projekt SA.|
|Piotr Marczak – Member of the Supervisory Board On 25 June 2010 appointed to the Supervisory Board. On 26 June 2014 reappointed for the current term of the Supervisory Board.||He graduated from Warsaw School of Economics (earlier the Main School of Planning and Statistics). He has worked for the Ministry of Finance since 1992, now he is the director of the Public Debt Department and his main tasks include, for instance, preparation of public debt management strategies, the State Treasury risk and debt management, management of the State budget foreign currency, consolidation of liquidity of the entities of the public finance sector. He is the author of dozen papers and articles on the public debt and the market of treasury securities in Poland, and he was also a lecturer in Dolnośląska Szkoła Bankowa (Banking School of Lower Silesia). At the moment he is a member of the Supervisory Board of PKP Intercity SA, and previously he was a member of the supervisory boards of, for instance, Bank Gospodarstwa Krajowego, Huta Będzin SA, Huta Stalowa Wola SA, Stomil Poznań SA.|
|Elżbieta Mączyńska-Ziemacka - Member of the Supervisory Board On 20 June 2013 appointed to the Supervisory Board. On 26 June 2014 reappointed for the current term of the Supervisory Board.||Graduated from the University of Warsaw (Political Economy Department, specialisation: econometrics). Prof. PhD in economic sciences, employed at the Institute of Economic Sciences of the Polish Academy of Sciences (since 1990) and the Warsaw School of Economics (since 1998) at the position of the Head of the Department of Research of Enterprise Bankruptcy at the Institute of Corporate Finance and Investments at the Collegium of Business Administration of the Warsaw School of Economics (since 2008) and the Head of the Postgraduate Studies: ‘Property Valuation’. Chairman of the Economic Strategic Thinking Committee of the Ministry of Economy (since 14 June 2013), President of the Polish Economic Society (since 2005), and member of the Presidium of the ‘Poland 2000 Plus’ Forecast Committee and the Committee of Economic Sciences of the Polish Academy of Sciences (since 2011). In 1994-2005, scientific secretary and member of the Presidium of the Social and Economic Strategy Council of the Council of Ministers. In 2005-2007, independent member of the Supervisory Board of BGŻ, in 1996-1998 independent member of the Supervisory Board of Polski Bank Rozwoju, in 1990-1991 advisor and consultant to the Polish-Swedish limited liability company SWEA SYSTEM. Has completed scientific and research internships i.a. in Germany (University of Mannheim) and Austria (WIIW, Wirtschaftsuniversität Wien). Three-time recipient of a DAAD scholarship. Author, co-author and editor of around 200 publications and expert opinions in the area of economic analysis, finance and enterprise appraisal, as well as in the area of economic systems and strategies of social and economic development. Member of the Editorial Committee of the bi-monthly ‘Ekonomista’ published by the Polish Economic Society and the Committee of Economic Sciences of the Polish Academy of Sciences, member of the Editorial Board of the quarterly ‘Kwartalnik Nauk o Przedsiębiorstwie’ published by the Collegium of Business Administration of the Warsaw School of Economics, member of the editorial team of the quarterly International Journal of Sustainable Economy (IJSE), Inderscience Publishers Editorial Office, UK.|
|Marek Mroczkowski - Member of the Supervisory Board On 30 June 2011 appointed to the Supervisory Board. On 26 June 2014 reappointed for the current term of the Supervisory Board.||He graduated from the Warsaw School of Economics (earlier the Main School of Planning and Statistics). He completed postgraduate studies on the Faculty of Law and Administration at the University of Wrocław, as well as postgraduate studies - Advanced Management Programme in INSEAD Fontainebleau, France. Since 2009, he has been providing services in the field of consultancy related to management in MRM Finance. In the years 2007-2009 he was a President of the Management Board - General Director of MAŻEIKIU NAFTA AB in Lithuania. In the years 2005 - 2006 he was a Vice-President of the Management Board - Financial Director of UNIPETROL A.S. in Czech Republic (from September 2005 to April 2006 he was also a President of the Management Board - General Director). In the years 2003-2004 he was a President of the Management Board - General Director of ELANA SA in Toruń, Poland. In the years 2001-2002 he was a President of the Management Board - General Director of POLKOMTEL SA, and since 1994 to 2001 he was a Vice-President of the Management Board - Financial Director of PKN ORLEN SA. Also, he was a Member of the Management Board - Financial Director of Eda Poniatowa SA (1986-1994). He has experience in the field of supervisory bodies' activities – he was a member of the supervisory boards of the following companies: ZCH POLICE SA, IMPEXMETAL SA, ENERGOMONTAŻ PÓŁNOC SA, POLKOMTEL SA, ANWIL SA, MOSTOSTAL Kraków SA. Currently, he is a member of the Supervisory Board of AZOTY TARNÓW.|
Changes in the composition of the Supervisory Board in 2015
On 25 June 2015 the following changes in the composition of the Supervisory Board took place:
- Mr Tomasz Zganiacz – Deputy-Chairman of the Supervisory Board – resigned from his function as a member of the Supervisory Board as of 25 June 2015,
- The Ordinary General Shareholders’ Meeting of the Bank dismissed as of that day the member of the Supervisory Board of PKO Bank Polski SA - Mr Jarosław Klimont, and appointed Mrs Małgorzata Dec-Kruczkowska, and Mr Krzysztof Kilian as members of the Supervisory Board of the Bank,
- Treasury of State, as the Eligible Shareholder pursuant to § 12 p. 1 of the Articles of Association of the Bank appointed Mr Mirosław Czekaj - as Deputy Chairman of the Supervisory Board.
On 23 September 2015 Mrs Mirosława Boryczka resigned from her function as a member of the Supervisory Board as of 30 September 2015.
According to statements issued by members of the Supervisory Board, Mirosław Czekaj, Zofia Dzik, Krzysztof Kilian, Elżbieta Mączyńska – Ziemacka and Marek Mroczkowski meet the criteria of independency for members of the Supervisory Board set out in the Code of Best Practice for WSE Listed Companies. Other members of the Supervisory Board, ie. Jerzy Góra, Małgorzata Dec-Kruczkowska and Piotr Marczak, filed statements on lacking on the criteria of independence of the Bank and entities with significant connections with the Bank.
The Supervisory Board manner of functioning
The Supervisory Board acts based on the by-laws passed by the Supervisory Board and approved by the General Shareholders’ Meeting. Meetings of the Supervisory Board are convened at least once a quarter.
The Supervisory Board adopts resolutions by an absolute majority of votes with the presence of at least half of the Supervisory Board Members, including the Chairman or Deputy-Chairman of the Supervisory Board, except for resolutions indicated in the Bank’s Memorandum of Association concerning those matters that are required to be accepted by, apart from the quorum indicated, the qualified majority of 2/3 of total votes. Excluded from the vote are those members of the Supervisory Board to whom the given voted matter relates.
The Supervisory Board competencies
The competencies of the Supervisory Board, apart from the rights and obligations stipulated in generally binding legal regulations and the provisions of the Memorandum of Association of PKO Bank Polski SA, include passing resolutions relating specifically to:
- approving the strategy of PKO Bank Polski SA and the annual financial plan approved by the Management Board,
- accepting the Bank’s general level of risk,
- appointing the entity to conduct the audit or review of the financial statements and giving consent to concluding contracts with such entity or its related entities,
- passing the Internal Regulations in regard of:
- the Supervisory Board,
- defining the rules of granting loans, advances, bank’s guarantees and warranties to a member of the Management Board, the Supervisory Board, to a person holding a managerial position in the Bank and to entities related in terms of capital and organisation,
- using other reserves,
- appointing and dismissing the President of the Management Board and, at the request of the President of the Management Board, also the Vice-Presidents and other Management Board Members, and suspending Members of the Management Board from performing their duties, as well as delegating Members of the Supervisory Board to temporarily perform the duties of Members of the Management Board,
- approving the Internal Regulations passed by the Management Board: of the Management Board, Management of special funds set up from the net profit, the Organisational Regulations of the Bank,
- expressing prior consent to actions which meet specific criteria, including, i.e. things, purchasing and selling fixed assets and real estate, establishing a company, taking up or acquiring shares, concluding transactions between PKO Bank Polski SA and a related entity,
- applying to the Polish Financial Supervision Authority for granting consent to appoint two Members of the Management Board, including the President of the Management Board.
- evaluation of the functioning of the remuneration policy of the Bank and submit a report in this regard to the Annual General Meeting,
- opinion on the application by the Bank "Principles of Corporate Governance for supervised institutions."
Changes in the Internal Regulations of the Supervisory Board
On 25 June 2015 General Shareholders’ Meeting acclaimed adopted by the Supervisory Board on 17 December 2014 amendment to the Regulations of the Supervisory Board by adding a provision that its members will ensure that their activities comply with the requirements adopted for use by the Bank of The Best Practices of WSE Listed Companies and The Principles of Corporate Governance for supervised institutions issued by the PFSA.
On 23 September 2015, the Supervisory Board adopted an amendment to the Rules of the Supervisory Board made due to the change in par. 17 p. 4 of the Articles of Association of the Bank. It enables the Supervisory Board issuing resolutions in circulation mode or using means of direct remote communication also in the cases referred to in § 15 p. 1 point 12 of the Articles of Association, i.e., among others express approvals by the Supervisory Board on the acquisition and disposal of fixed assets, real estate, company formation etc. This change will come into force on the date of its approval by the General Assembly.
Committees of the Supervisory Board
According to the Bank's Articles of Association, the Supervisory Board appoints from among its members an Audit Committee, and the Committee for Remuneration. The Supervisory Board may also appoint other committees from among its members.
According to the Internal Regulations of the Supervisory Board, it is entitled to appoint, and in cases, when the provisions of the law require, appoint permanent committees whose members perform functions as members of the Supervisory Board delegated to fulfil selected supervisory activities in the Bank. The Supervisory Board appoints particularly permanent committees:
The Audit Committee of the Supervisory Board, which is responsible in particular for executing the following tasks:
1) monitoring the process of the financial reporting, including the review of interim and annual financial statements of the Bank and the Group (standalone and consolidated), especially by:
- Information on significant changes in the accounting policy and financial reporting and ways of making estimates and judgments of management, when they are essential for the Bank's financial reporting,
- Bank's financial statements, together with the summary of significant adjustments to the reports, being the result of audit and the opinion of the audit of financial statements,
- Compliance of the financial reporting process with applicable laws and regulations on accounting,
- Problems, concerns and doubts that arise from the audit of financial statements of the Bank and the Group,
- Recommendations of the entity authorized to audit financial statements (auditor) of the Bank and the Group addressed to the Management Board and the Board's reply in this regard.
- presenting to the Supervisory Board recommendations on the opinion of the financial statements of the Bank and the Bank Group examined by the auditor,
- presenting to the Supervisory Board recommendations on the evaluation of the proposal of the Management Board regarding distribution of profit or covering of loss (including, in particular dividend policy) and issuance of securities,
2) monitoring efficiency of the systems of internal control, internal audit and risk management, in particular:
- evaluation of the Bank's activities related to the functioning of the internal control system and an assessment of its adequacy and effectiveness, in particular through:
- Opinions on the resolutions of the Board of Directors, the approval of which falls within the competence of the Supervisory Board regarding internal control system,
- Issuing opinions on submitted to the Supervisory Board periodic reports on the internal control system,
- Review of procedures for the anonymous reporting of infringements of the law and the applicable Bank's procedures and ethical standards to members of the Management Board or the Supervisory Board,
- A review of the writings of supervisory authorities addressed to the Management Board and the Supervisory Board together with answers.
- Analysing information gathered from the Risk Committee,
- monitoring the activity of Internal Audit department, in particular through:
- consulting the plan of internal audits in the Bank and an internal regulations of the Internal Audit Department
- performing a periodic review of the execution of the internal audit plan, ad-hoc audits and evaluating activities of the Internal Audit Department within the available resources,
- presenting an opinion to the Supervisory Board as regards appointing and dismissal the head of the Internal Audit Department
- monitoring of the remuneration levels of a director and employees of the Internal audit Department
- monitoring activities of the Compliance Department, in particular through:
- analysing information received from the Compliance Department on the review of the effectiveness of the compliance monitoring,
- opinions on the proposals of the President of the Management Board to the Supervisory Board on the appointment and dismissal of the Director of the Department of Compliance
- monitoring the level of remuneration of directors and the employees of the Department of Compliance
3) monitoring the execution of financial audit activities, in particular by means of:
- recommending to the Supervisory Board a registered audit company entitled to perform a financial audit of the Bank together with its evaluation, level of fee and supervision of work performed,
- examining written information submitted by the registered audit company about relevant issues concerning financial audit, of which in particular information concerning material irregularities in the Bank’s internal control system as regards financial reporting,
- agree with the entity authorized to audit the financial statements of the Bank and the Bank Group rules of conduct and activities of the proposed plan of action,
- examination of the reasons for termination of the contract with the entity authorized to audit financial statements of the Bank and the Bank Group.
4) monitoring the independence of a registered auditor and a registered audit company and on the services referred to in art. 48, clause 2 of the Act on Registered Auditors, in particular through obtaining:
- statements confirming the independence of a registered audit company and the independence of the registered auditors conducting the financial audit activities,
- information on the services referred to in art. 48, clause 2 of the Act on Registered Auditors, provided to the Bank.
The Remuneration Committee, whose tasks include evaluation and monitoring of an remuneration policy adopted by the Bank and supporting the Bank's governing bodies in shaping and implementing this policy. Committee is responsible in particular for executing the following tasks:
- providing opinions on general rules approved by the Supervisory Board on the variable salary components policy for persons holding managerial positions, as defined in § 28 clause 1 of the Resolution No. 258/2011 of the Polish Financial Supervision Authority of 4 October 2011 on detailed principles for the functioning of the risk management system and internal control system and detailed terms of estimating internal capital by banks and reviewing the process of estimating and maintaining internal capital, and the principles for determining the variable salary components policy for persons holding managerial positions at the bank, including the amount and components of the salaries, based on prudent and stable risk management, capital and liquidity and special care about the long-term interests of the Bank and the interests of shareholders and the Bank’s investors,
- making a periodical review of general principles of the variable salary components policy for persons holding managerial positions in the Bank and presentation of the results of the review to the Supervisory Board,
- presentation to the Supervisory Board proposals of principles for remunerating, the variable salary components policy and remuneration of the Management Board members,
- presentation to the Supervisory Board proposals related to appropriate forms of contracts with the Management Board members of the Bank,
- giving opinions on motions for approval for a member of the Management Board to become involved in competitive business activities or participate in a competitive company as a shareholder of a civil law company, a partnership or as a member of a body in a corporation, or participate in another competitive legal person as a member of its body,
- giving opinions on a review report concerning the implementation of the variable salary components policy carried out by the Internal Audit Department.
- prepare the draft report evaluating the ongoing functionality of the remuneration policy of the Bank, which is presented to the General Meeting by the Supervisory Board.
Risk Committee (appointed 4 November 2015), which is responsible for executing of the following tasks:
- evaluating the overall current and future readiness of the Bank to take risks, including the risk profile of the Group, in particular giving opinions about adopted by the Board strategic tolerance limits for individual types of risks for the Bank and the Group, the approval of which falls within the competence of the Supervisory Board,
- evaluation of adopted by the Board risk management strategy in the Bank’s ongoing business and submitted by the Board information on the implementation of this strategy and other periodic reports on risk management and capital adequacy,
- evaluation of other resolutions of the Board in scope of risk management and capital adequacy, approval of which is the competence of the Supervisory Board,
- supporting the Supervisory Board in overseeing the implementation of the risk management strategy in the Bank's ongoing business by senior management,
- a review of whether the price of assets and liabilities offered to customers fully envision the Bank's business model and its strategy in terms of risk, and if these prices do not adequately reflect the risks in accordance with this model and this strategy, an indication of directions of corrective measures to restore the adequacy of the price of assets and liabilities to the business model and risk strategy of the Bank; Committee monitors the implementation of these actions by the Board,
- evaluating solutions for reduction of business risk with the use of bank’s non-life insurance and insurance of civil liability of members of the Board and proxies,
- evaluating proposals of the Chairman of the Board on the appointment or dismissal of a member of the Board to supervise the management of risk material in the Bank's operations for the Supervisory Board,
- issuing opinions on the information provided by the Bank to the public in relation to risk management strategies and risk management system,
- performing other tasks assigned by the Supervisory Board on risk management at the Bank.
As at 31 December 2015, the Audit Committee of the Supervisory Board consisted of 4 members:
- Mirosław Czekaj (President of the Committee),
- Zofia Dzik (Vice-President of the Committee),
- Krzysztof Kilian (Member of the Committee),
- Piotr Marczak (Member of the Committee),
As at 31 December 2015, the Remuneration Committee consisted of 4 members:
- Małgorzata Dec-Kruczkowska (President of the Committee),
- Jerzy Góra (Vice-President of the Committee),
- Elżbieta Mączyńska-Ziemacka (Member of the Committee),
- Marek Mroczkowski (Member of the Committee).
As at 31 December 2015, the Risk Committee of the Supervisory Board consisted of 5 members:
- Jerzy Góra (President of the Committee),
- Mirosław Czekaj (Vice-President of the Committee),
- Zofia Dzik (Member of the Committee),
- Krzysztof Kilian (Member of the Committee),
- Piotr Marczak (Member of the Committee).
The Management Board of PKO Bank Polski SA
Pursuant to § 19 clause 1 and 2 of PKO Bank Polski SA Memorandum of Association, members of the Management Board are appointed by the Supervisory Board for a joint term of office of three years.
The Management Board is composed of 3 to 9 members. Appointment of two members of the Management Board, including the President of the Management Board, requires approval of the Polish Financial Supervision Authority. As at 31 December 2015, the Management Board of the Bank was composed of 7 members.
Current joint term of office of the Bank’s Management Board began at the end of the previous joint term of the Management Board started on 30 June 2011.
The Management Board of PKO Bank Polski SA as at 31 December 2015
|Zbigniew Jagiełło – President of the Management Board Member of the Management Board from 1 October 2009. On 8 January 2014 reappointed for the current term of the Management Board.||The President of the Management Board of PKO Bank Polski SA since October 2009, with appointment for new terms in 2011 and 2014. Prior to this he was the Pioneer Pekao TFI SA Management Board President for nearly 9 years. Also, within the global structure of Pioneer Investments he was responsible for the CEE region distribution. In the second half of 90s of the last century he was, i.e. active in establishing PKO/Credit Suisse TFI SA. investment funds company, in the function of its Vice-President. In his more than ten-year long career in the financial markets he was responsible, i.e. for: (•) successfully steering PKO Bank Polski SA through the critical period of turmoil in the international financial markets, while strengthening the Bank’s position of leadership in terms of assets, equity funds and earnings in Poland and the CEE region; (•) development and implementation of the PKO Bank Polski SA’s strategy for the years 2010-2012, which resulted in strong efficiency gains as measured in terms of ROE, ROA and C/I ratios as well as in increased interest in the company among domestic and international investors (PKO Bank Polski SA continues to lead the market in terms of the value of its free float and as a major corporate debt issuer); (•) adjustment of PKO Bank Polski SA to the requirements of the ever more competitive financial market through increased attractiveness of its product offer and quality of its customer service; (•) refocusing of the PKO Bank Polski SA Group’s operational model toward its core activity of providing financial services. He is actively involved in development and promotion of the most demanding financial market standards in Poland. He is a member of the Council of the Polish Bank Association and of the prestigious Institute International D’Etudes Bancaires, which brings together the international banking community. His previous functions included, i.a. that of the Chairman of the Chamber of Fund and Asset Management. A graduate of the Wrocław Technical University, School of Computer Science and Management. He also completed Postgraduate Management Studies at the Gdańsk Foundation for Management Development and the University of Gdańsk, with Executive MBA certified by the Rotterdam School of Management, Erasmus University. The President of the Republic of Poland decorated him with the Officer's Cross of the Order of the Rebirth of Poland and he was awarded the Social Solidarity Medal for promoting the idea of corporate social responsibility. He is the Chairman of the Programme Council of the PKO Bank Polski SA’s Foundation, an entity formed at his initiative in the year 2010. Chosen the CEO of the Year 2011 by Parkiet daily; the recipient of the Wektor 2011 granted by the Polish Employers’ Chapter and of the Golden Banker in the Personality of the Year 2011 category. He was also lauded the Manager of the Year 2011 in a competition ran by Gazeta Bankowa. In the year 2012, Bloomberg Businessweek Polska singled him out as one of the Top 20 Managers in Crisis. In 2013 he was honoured by Bank – financial monthly – with the title of ‘The Innovator of Banking Sector 2012’. He also received the special award of ‘Man of the Year 2013’ from Brief monthly and ‘Visionary 2013’ from Dziennik Gazeta Prawna daily in appreciation of contribution to financial sector development, consequence in strengthening the Bank`s market leader position and determination in changing its image.|
|Piotr Alicki - Vice-President of the Bank’s Management Board in charge of IT and Services Member of the Management Board from 2 November 2010. On 8 January 2014 reappointed for the current term of the Management Board.||A graduate of the Mathematics and Physics Department of Adam Mickiewicz University in Poznan. He has a many years' experience in IT projects management in the banking area. In 1990-1998 he worked for Pomorski Bank Kredytowy SA in Szczecin in the Information Science Department – since 1997 as its Director, where he was responsible for designing, development, implementation and operation of the Bank's transaction systems. In the period 1999-2010 he worked for Bank Pekao SA - at first as the Assistant Manager and then the Manager of the IT Systems Maintenance and Development Department, and during the last four years he managed the Information Technology Division. He was responsible, i.e. things, for the execution of the IT merger of four banks (Pekao SA, PBKS SA, BDK SA, PBG SA), he implemented the Integrated Information System and managed the IT business analyses area in that bank. He also managed the IT integration and migration from BPH SA systems to Pekao SA systems and participated in the work of the team responsible for the preparation of the whole integration process. In 1999-2010, Piotr Alicki took part in the work of the Polish Bank' Association: in its Steering Committee for the Development of Bank Infrastructure, the Payments System Committee, the Problem Committee for Banking and Bank Financial Services, and the Electronic Banking Board. Since 2000 he was a member of the Supervisory Council of Krajowa Izba Rozliczeniowa SA (the National Clearing Chamber Ltd.), and since 2005 until 2010 he was its President. In 2002-2010 he represented Bank Pekao SA in the Payments System Council functioning under the auspices of the National Bank of Poland (NBP), since 2010 until now he has been representing PKO Bank Polski SA in this Council. He also sat on the Supervisory Boards of companies belonging to the Bank Pekao SA Group. Since 1 May 2011 he has been the member of Visa Europe Limited Board of Directors where he represents PKO Bank Polski SA, other banks from Poland and seven countries of the Subregion. On 10 December 2010 he was appointed to the Supervisory Board of Inteligo Financial Services SA, where he has been performing the function of Deputy Chairman of the Company’s Supervisory Board since 30 May 2011. He has been a Chairman of Electronic Banking Council functioning in the Polish Bank Association since 11 October 2011. He has been a Member of the Supervisory Board of PKO Bank Hipoteczny SA since 6 October 2014. He was awarded by President of the NBP with an honour distinction ‘For The Merits For Polish Banking’; he is also the winner of the 'IT Leader 1997', 'IT Leader 2010' and ‘IT Leader 2012’ competition.|
|Bartosz Drabikowski – Vice-President of the Bank’s Management Board in charge of Finance and Accounting Member of the Management Board from 20 May 2008. On 8 January 2014 reappointed for the current term of the Management Board.||He is a graduate of Harvard Business School with the degree in Advanced Management Program. He is also a graduate of the Executive MBA Programme at the University of Illinois at Urbana – Champaign, Warsaw School of Economics, Technical University of Łódź, Polish National School of Public Administration and Polish Institute of International Affairs. He has professional experience from Deutsche Bundesbank, Deutsche Börse AG, Deutsche Ausgleichsbank and Rheinische Hypothekenbank. He received scholarship from the German Marshall Fund of the United States and participated in many trainings organised i.e. by the European Commission and the International Monetary Fund. He started his professional career at the Ministry of Finance, where he was responsible i.e. for regulation of and supervision over financial market institutions, the banking sector and the capital market in the particular. He also prepared development strategies for the financial services sector both for Poland and the European Union common market. At the Ministry of Finance he was subsequently employed as Advisor to the Minister, Deputy Director and Financial Institutions Department Director. For several years he served as member of the Commission for Banking Supervision, member of the Polish Securities and Exchange Commission and deputy member of the Payment System Board at the National Bank of Poland. He also served as member of many institutions of the European Union, including the Financial Services Committee (European Council), the European Banking Committee and the European Securities Committee (European Commission). He also served as the President of the Supervisory Board for PKO BP SA Group entities: Inteligo Financial Services SA, PKO BP Factoring, and eService SA. In 2006 to 2008 he served as a Member of the Management Board of the National Clearing Chamber Ltd., where he was responsible for finance, security and risk management. He is now a Member of Directors for Visa Europe and a member of Risk, Audit and Finance Committee as well as the president of Supervisory Board Association of Listed Companies and vice president of BIAC Finance Task Force – OECD. He has many years on experience in managing financial institutions. He was a member of Supervisory Board for Central Securities Depository of Poland SA, member of Bank Guarantee Fund Office and member of Supervisory Board of the State Securities Printing House SA.|
|Piotr Mazur Vice-President of the Bank’s Management Board in charge of Risk Management On 8 January 2013 appointed to the Management Board until the end of the previous term.On 8 January 2014 reappoited for the current term of the Management Board.||Graduated from Academy of Economics in Wrocław, on the field of Organisation and Management. He has over twenty-year-long experience in banking area, including 14 years on managerial positions – mainly in risk, restructuring and credit areas. He is experienced in the work in the international financial groups operating in Europe, USA and South America. The member of supervisory boards, committees of creditors, member and a president of crucial credit risk committees. He was involved in building the strategy of Bank Zachodni WBK SA, he was directly responsible for credit risk management, optimisation of debt collection and restructuring, he cooperated with supervision authorities in Poland and abroad. After studies he started his professional career in credit area at Bank BPH. Since 1992 associated with Bank Zachodni SA and next - after the merger – with Bank Zachodni WBK SA he worked in Capital Investments Department, next as a Director of Credit Quality Controlling Department. In the years 2005–2008 he was the Director of Business Intelligence and Risk Management Area, and in the years 2008–2010 was the Deputy Chief Risk Officer. Since January 2011 he was the Chief Credit Officer and since March 2012 also Deputy Chief Risk Officer. He was the President of Credit Committee in BZ WBK SA. He was also a vice president of Credit Risk Forum and vice president of Risk Model Forum.|
|Jarosław Myjak – Vice-President of the Bank's Management Board in charge of Insurance Banking Until 30 April 2014 in charge of Corporate Market. Member of the Management Board from 15 December 2008. On 8 January 2014 reappointed for the current term of the Management Board.||Master of Arts at the Faculty of English Philology (American Studies) at Adam Mickiewicz University in Poznań (1978) and Master of Law at the Faculty of Law and Administration (1981). Moreover, he studied at the Faculty of Economy at Toronto University (economic programme - 1976-1977). He is a graduate also, for instance, of Columbia Business School New York (Leadership for the Future), INSEAD/CEDEP Fontainebleau, France - General Management Programme (1998-1999), Sundridge Park, Great Britain - Management Development Programme. He completed a judge training programme at the Regional Court in Poznań. He is barrister and legal adviser, a member of the Warsaw Bar Council and the Warsaw Chamber of Legal Advisers. He worked as a legal adviser for law offices Altheimer & Gray and Dewey & LeBouef, where he participated in privatisation and restructuring proceedings, investment and insurance consulting, while representing both the State Treasury and foreign investors. Moreover, he was also a lecturer at the Faculty of Law and Administration at Adam Mickiewicz University in Poznań. Being one of the leaders and strategists of the Polish market of insurance and long-term savings, he was responsible for establishing and developing one of the biggest financial services groups - Commercial Union (now Aviva) in Poland and Lithuania and establishment (in 1998-2004) a cooperation model of the CU Group with bank WBK SA, later BZWBK SA that included capital and distribution participation of the Bank in CU Insurance Companies and the pension fund company, and bancassurance development. In order to enhance the offer for customers, being among pioneers who promoted the pension reform in Poland, he was responsible for the strategic vision, founding and market success of PTE Commercial Union BPH WBK, that became the market leader. His strategy of defending customer portfolio, ensuring appropriate services for customers and attracting new market segments resulted in an establishment of asset management company, investment fund company, sector of personal - property insurance, a transfer agent and a distribution company. While managing the financial group, he restructured it through introducing full holding management that used synergy effects. He participated in the merger of Commercial Union and Norwich Union (CU Europe). In 2000-2004 the President of the Commercial Union Group (now AVIVA) in Poland and Lithuania. In Commercial Union Polska Ubezpieczenia na Życie he was a member of the Management Board (1995), first Vice President of the Management Board (1996 - 1997) and then the President of the Management Board (1998 - 2004). He has twenty years of experience in shareholder supervision. In 1998-2004 he was i.e. the chairperson of the Supervisory Councils of Commercial Union companies in Poland and Lithuania, that is CU PTE, CU TFI, CU Ogólne, CU Asset Management, CU Sp. z o.o. (Transfer Agent) and CU Lithuania (Lietuvos Draudimas). Moreover, he served as a member of the Supervisory Council and the Strategic Committee of Citibank Handlowy SA, the Supervisory Council and the Steering Committee of BGŻ SA, he was responsible - on behalf of the Ministry of the State Treasury - for the bank's privatisation project and he was a member of the Supervisory Council of Polski Holding Farmaceutyczny SA, Chairman of the Supervisory Board of PKO BP Finat Sp. z o.o. and Deputy-Chairman of the Supervisory Board of PZU Życie SA. At the moment he is the Chairman of the Supervisory Boards of PKO Leasing SA and PKO BP Faktoring SA. In 2006 and from 2008 to 30 April 2014 he served as the Vice President of the Management Board of PKO Bank Polski SA in charge of corporate banking. For a few terms of office, he was a member of the Polish Business Roundtable, the vice president and member of the Management Board of the Polish Chamber of Insurance, the vice president of the Polish Confederation of Private Employers 'Lewiatan', president of the Association of Insurance Capital Group in the Polish Confederation of Private Employers 'Lewiatan' and a member of the Association of Managers in Poland. As a member of such industry associations as the Polish Chamber of Insurance and the Polish Confederation of Private Employers 'Lewiatan' he participated in the works of parliamentary committees aimed at amending the insurance law and working out the law on pension funds, investment funds and in the health system reform project teams in Poland supporting the Minister of Health, Minister of Labour and Minister of Economy. Manager of the Year 2002, he was granted the award 'For Contribution to the Polish Insurance Market' and 'Golden Cross of Merit of the Republic of Poland'.|
|Jacek Obłękowski – Vice-President of the Bank’s Management Board in charge of Retail Market On 30 June 2011 appointed to the Management Board until the end of the previous term. On 8 January 2014 reappointed for the current term of the Management Board.||He is a graduate of the Higher School of Pedagogy (Wyższa Szkoła Pedagogiczna) in Olsztyn, speciality - history and diplomacy. He completed broker course. He also graduated from the University of Navara - AMP. He started his professional career at Powszechny Bank Gospodarczy SA in 1991, where he worked until 1998, initially as a trainee and, following several promotions, as a director of the Network Management Department. In September 1998, he started working at PKO Bank Polski SA as director of the Retail Banking Division, director of the Marketing and Sales Department, acting director of the Office for Servicing Compensation Payments and managing director of the Network Division and between December 2000 and June 2002, he acted as the director responsible for supervision of the business aspects of implementing the central IT platform at the Bank. Until 2004 was the Chairman of the Supervisory Board of Inteligo Financial Services. He was also the Chairman of Supervisory Board of KredytBank Ukraina. Since 2013 – Vice-President of the Supervisory Board of KREDOBANK SA. From 2002 to 2007 he was a Vice-President of the Bank's Management Board responsible for the retail market area and marketing. At this time he was i.e. a Chairman of the Bank's Credit Committee, the Member of the Council of Directors of VISA EUROPE and was responsible for the acquisition of Inteligo. Since 2007 he was the President of the Management Board of Dominet Bank SA and since 2009 to 2011, after merger, in BNP Paribas/Fortis Bank Polska SA he was at the position of Vice-President of the Management Board responsible for the Division of Servicing Small Enterprises and Individual Clients. Member of Supervisory Board of: Grupy Azoty SA since 2010, PKO TFI SA since 2011, PKO Bank Hipoteczny since 2014.|
|Jakub Papierski – Vice-President of the Bank’s Management Board in charge of Corporate and Investment Banking Until 30 April 2014 in charge of Investment Banking and from 1 May 2014 also in charge of Corporate Market (currently Corporate and Investment Banking) Member of the Management Board from 22 March 2010. On 8 January 2014 reappointed for the current term of the Management Board.||He is a graduate of Warsaw School of Economics and a holder of a Chartered Financial Analyst (CFA) license. He commenced his professional career in 1993 in Pro-Invest International, a consulting company. Between 1995 and 1996, he worked for ProCapital Brokerage House and subsequently for Creditanstalt Investment Bank. In March 1996, he started working for Deutsche Morgan Grenfell/Deutsche Bank Research dealing with the banking sector in Central and Eastern Europe. Between November 2001 and September 2003, he worked for Bank Pekao SA as executive Director of the Financial Division, directly supervising financial and fiscal policy of the bank, managerial information systems, as well as the treasury and management of investment portfolios; moreover, he was a member of the Asset and Liability Management Committee in the Bank. He accepted the position of the president of the Management Board for Centralny Dom Maklerski Pekao SA in October 2003. In September 2006, he also took up the position of a deputy-chairman of the Supervisory Board of Pioneer Pekao TFI SA. From May 2009, he served as the president of the Management Board of Allianz Bank Polska SA and in October 2009 he became the Management Board's president. Between 2005 and 2009, Jakub Papierski was a Chairman in the Programme Council of Akademia Liderów Rynku Kapitałowego established at the Lesław Paga Foundation; and now he is a member of the Programme Council. Member of Supervisory Board of: PKO BP Bankowy PTE SA, PKO Leasing SA and PKO BP Faktoring SA, Kredobank SA and vice president of the Supervisory Board of Bank Pocztowy SA.|
Other functions performed by the Management Board Members of PKO Bank Polski SA (as at 31.12.2015)
|No.||Member of the Bank’s Management Board||Function|
|1.||Zbigniew Jagiełło President of the Management Board||President of the Assets and Liabilities Committee|
|President of the IT Security Committee|
|President of the Risk Committee|
|President of the Strategy Committee|
|2.||Piotr Alicki Vice-President of the Management Board||President of the IT Architecture Committee|
|Vice-President of IT Security Committee|
|Member of the Strategy Committee|
|1st Vice-President of the Operational Risk Committee|
|Member of the Risk Committee|
|Member of the Data Quality Committee|
|3.||Bartosz Drabikowski Vice-President of the Management Board||President of the Expenses Committee|
|President of the Data Quality Committee|
|1st Vice-President of the Assets and Liabilities Management Committee|
|Member of the Strategy Committee|
|2nd Vice-President of the Operational Risk Committee|
|Member of the Risk Committee|
|4.||Piotr Mazur Vice-President of the Management Board||President of the Credit Committee|
|President of the Operational Risk Committee|
|Vice-President of the Risk Committee|
|2nd Vice-President of the Assets and Liabilities Management Committee|
|Member of the IT Security Committee|
|Member of the Strategy Committee|
|Member of the Data Quality Committee|
|5.||Jarosław Myjak Vice-President of the Management Board||Member of the Strategy Committee|
|Member of the Risk Committee|
|6.||Jacek Obłękowski Vice-President of the Management Board||Vice-President of the Data Quality Committee|
|Member of the Risk Committee|
|Member of the Strategy Committee|
|7.||Jakub Papierski Vice-President of the Management Board||Vice-President of the Credit Committee|
|Member of the Risk Committee|
|Member of the Strategy Committee|
|Member of the Data Quality Committee|
In addition to above, members of the Management Board also participated in non-permanent Steering Committees set up as a part of term projects.
Changes in the composition of the Management Board in 2015
In 2015, the Management Board composition has not changed.
Rules of operations of the Bank’s Management Board
The manner of functioning of the Management Board is defined in the Regulation adopted by the Management Board and approved by the Supervisory Board.
Management Board makes decisions as resolutions. The resolutions of the Management Board are passed by an absolute majority of the votes of those present at the meeting of the Management Board. In the case of a voting tie, the President of the Management Board has the casting vote.
Statements on behalf of the Bank are made by:
- President of the Management Board independently,
- two members of the Management Board together or one member of the Management Board together with a proxy,
- two proxies acting together, or
- proxies acting independently or jointly within the limits of granted authorisation.
The Bank’s Management Board competencies
In accordance with § 20 clause 1 of the Memorandum of Association of PKO Bank Polski SA, the competences of the Management Board include all matters associated with the running of PKO Bank Polski SA’s business, with the exception of those restricted for the competence
of the General Shareholders’ Meeting or the Supervisory Board based on generally applicable law or the provisions of the Memorandum of Association of PKO Bank Polski SA, including purchasing and disposing of real properties, shares in real properties or the perpetual usufruct of land not requiring the approval of the General Shareholders’ Meeting based on § 9 clause 1 item 5 of the Memorandum of Association of PKO Bank Polski SA.
In accordance with § 20 clause 2 of the Memorandum of Association of PKO Bank Polski SA, the competences of the Management Board include making decisions on incurring liabilities or disposing of assets whose total value, in relation to one entity, exceeds 5% of own funds, with prejudice to the competences of the General Shareholders’ Meeting specified in § 9 of the Memorandum of Association of PKO Bank Polski SA specified in § 15 of the Memorandum of Association of PKO Bank Polski SA.
The Management Board passes specifically the following in the form of resolutions:
- determines the strategy of PKO Bank Polski SA,
- determines the annual financial plan, including the terms of its execution,
- passes the organisational regulations and the principles for segregation of duties,
- establishes and dissolves permanent committees of the Bank and determines their competences,
- passes the Internal Regulations of the Management Board,
- determines the internal regulations for managing the special funds set up from the net profit,
- determines the dividend payment dates in periods specified by the General Shareholders’ Meeting,
- appoints proxies,
- determines bank products and other banking and financial services,
- determines the principles for participation of PKO Bank Polski SA in other companies and organisations,
- determines the principles of operation of the internal control and annual plans of internal audits,
- establishes, transforms and liquidates organisational entities of PKO Bank Polski SA in Poland and abroad,
- defines the system of efficient risk management, internal control and internal capital estimate.
Committees of the Bank’s Management Board
In 2015 there were the following permanent committees in which Members of the Bank’s Management Board operated:
1) The Assets and Liabilities Committee of PKO Bank Polski SA, whose purpose is managing assets and equity and liabilities by influencing the structure of PKO Bank Polski SA statement of financial position and its off-balance sheet items in a manner conducive to achieving the optimum financial result. The Committee supports the Management Board in the following areas of the Bank’s operations:
- shaping the structure of the Bank’s statement of financial position,
- capital adequacy management,
- managing profitability, taking into account the specific nature of the individual areas of activity and respective risks,
- managing financial risk, of which market and liquidity risks, the business and credit risk (settlement and pre-settlement) of transaction on the wholesale market.
In particular, the Committee makes decisions concerning:
- limits related to the financial risks,
- limits related to settlement and credit transaction on the wholesale market,
- investment limits,
- limits specifying the appetite for portfolio credit risk,
- the ratios adjusting the transfer prices including individual rates of these ratios, and the method of their application,
- transfer prices for items classified in the investment bank portfolio in the Treasury Department,
- liquidity profile for the purpose of establishing transfer prices and replicated interest rate risk profiles,
- portfolio models and parameters, used for establishing impairment allowances and write-downs on loan exposures,
- significant financial and business risk models and their parameters.
The Committee issues recommendations to the Management Board or the Management Board Members, especially related to:
- shaping the structure of the statement of financial position,
- risk management: financial, settlement and pre-settlement transactions on wholesale and business market,
- launching of capital-related emergency activities and the capital needs,
- pricing policy in the individual business areas and interest rate levels and minimum lending margins,
- the financial model, including the principles for determining the management results and the transfer pricing system,
- hedging strategies as part of hedge accounting,
- taking any reorganisation actions after conducted comprehensive stress-tests.
2) The Risk Committee, the objective of which is to design strategic directions and tasks in the scope of banking risk in the context of the Bank’s strategy and conditions arising from the macroeconomic situation and the regulatory environment, analysing periodic reports related to the banking risks and developing appropriate guidance on their basis, as well as preparing the banking risk management strategy and its periodic verification. The tasks of the Committee include, in particular:
- 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 executed as part of the Bank’s adopted Strategy,
- analysing and evaluating the utilisation of strategic risk limits set in the Banking Risk Management Strategy,
- giving opinions on cyclical risk reports submitted for approval to the Supervisory Board and taking into account the information from the reports when issuing opinions.
3) The Loan Committee of the Bank, whose objective is credit risk management and mitigating of credit risk when making lending decisions or decisions concerning the non-performing loans management in PKO Bank Polski SA, and management of risk of occurring negative financial or reputation effects as a result of making incorrect business decisions on the basis of the credit risk models. The competencies of the Loan Committee include, in particular:
- making decisions in matters relating to the segregation of competencies for making lending and selling decisions, managing non-performing loans, industry and client limits, and securing the debt of PKO Bank Polski SA,
- making decisions related to credit risk models, in particular in the range of: models and credit policy parameters used in determining the scoring or rating evaluation, models and credit risk parameters consistent with the internal ratings method, the results of the validation of significant credit risk models and related proposals for changes in models, reports on the status of implementation of recommendations after validation; insignificant credit risk models; from monitoring of significant models and the quality of loan portfolios, for which credit risk models are used.
- issuing recommendations for the Management Board of PKO Bank Polski SA in matters relating to making decisions about lending transactions and changes in the material terms and conditions of these transactions, client internal limits, non-performing loans management, credit risk models, particularly in the field of credit policy parameters, which, due to external regulations, require the approval of the Management Board or the Supervisory Board.
- issuing an opinion concerning applications of credit transactions, leasing transactions or factoring transactions led by the entities of PKO Bank Polski SA Group, restructuring and debt collection clients of KREDOBANK SA and on significant credit risk models in the companies of the Bank Group.
4) The Operational Risk Committee, whose purpose is to effectively manage operational risk, increasing safety of the Bank operating activity. The Committee’s tasks include:
- determining the directions of operational risk management development,
- supervising the operation of the operational risk management,
- coordinating operational risk management,
- determining measures to be taken in case of an emergency which exposes the Bank to reputational risk and results in operating losses.
5) The Expense Committee of PKO Bank Polski SA, whose tasks include specifically:
- granting approval, expressing opinions on overheads and administrative expenses of on-going operations, arising from new agreements or annexes to existing agreements, and granting approval to exceed the budget of overheads and other administrative expenses of on-going operations, in accordance with the Bank’s internal cost management regulations,
- granting approval for further actions relating to areas identified as empty and refusing approval for new locations, in accordance with the Bank’s internal real estate management regulations,
- making decisions concerning projects, including i.e. the approval of project applications, approval and recommendation of project plans, approval of significant changes in projects, making decisions to suspend project execution or close projects, approval of assessments of the objectives achieved and effects of projects, in accordance with the Bank’s internal regulations on project and investment management,
- transfers of funds between the costs of on-going operations and the costs of projects or investments,
- approval of capital expenditure relating to the execution of tasks which do not meet the criteria of projects or investments.
6) The Strategy Committee, which objective is to supervise the strategic planning process and to manage the Bank’s strategy referred to in the Bank’s Memorandum of Association (§22 clause 5 item 1). The tasks of the Committee include in particular:
- managing the activities related to strategy development and implementation,
- approving the strategy development schedule and strategy implementation schedule,
- making key decisions necessary to ensuring the strategy’s execution, including implementation of strategic programmes,
- resolving any disputes arising during the work on individual strategic programmes.
7) The IT Architecture Committee of PKO Bank Polski SA, whose objective is to develop an IT architecture ensuring the implementation of the Bank’s Strategy by performing the following tasks:
- developing the key assumptions of the IT architecture of the Bank (the principles),
- evaluating the IT architecture functioning in the Bank on a periodical basis,
- developing a target architecture model,
- initiating measures aimed at achieving the target architecture model.
8) The Committee for IT Safety which objective is to increase the effectiveness of supervision and control over the information system’s safety in PKO Bank Polski SA (SIB). The Committee’s tasks include issuing recommendations on the SIB safety, in particular related to:
- coordinating and monitoring work related to the SIB safety,
- setting the directions for the Bank’s activities within the scope of SIB safety,
- specifying the desirable activities, which in the Committee’s opinion should be undertaken 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.
9) Data Quality Committee which objective is to design strategic directions for the activities relating to data quality management and data architecture at the Bank in the context of the Data Management System (DMS), to supervise its operations, and to assess its
- effectiveness and the activities undertaken by the individual organisational teams and units. The Committee’s tasks include making decisions about data management at the Bank, in particular those relating to:
- directions for the development of the DMS,
- recommendations for the organisational teams and units of the Head Office, 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,
- assigning ownership to groups of data,
- resolving disputes over the DMS at the request of the Committee members,
- accepting – particularly in cases justified by the need to ensure the Bank’s continued operations – deviations from data quality criteria and rules as well as data quality solutions standards.
Moreover, in addition to those mentioned above, members of the Bank’s Management Board also participated in the non-permanent committees, including steering committees set up as a part of realised projects.