Activities of the corporate bodies of the Bank
General Shareholders Meeting
Operation of the General Meeting
General Meetings are held in the registered office of the Bank in Bydgoszcz or in Warsaw. Ordinary General Meetings are convened by the Management Board of the Bank.
Extraordinary Shareholders' Meetings may be convened if necessary by the Management Board following its own decision or as requested by shareholders representing at least 1/20 of the share capital. The General Meeting is convened and prepared in accordance with the provisions of the Code of Commercial Companies and the Bank's Charter.
The Ordinary Shareholders’ Meeting convened by the Management Board in line with the routine procedure is held once a year, within six months of the end of each financial year.
The Supervisory Board may convene an Ordinary Shareholders’ Meeting if the Management Board fails to do so within the statutory deadline, or an Extraordinary Shareholders’ Meeting if it deems it necessary.
Further, in specified cases, shareholders are entitled to call or request the calling of the General Meeting. The shareholders may participate in the General Meeting and vote in person or through a plenipotentiary.
The General Meeting decides on its own internal rules.
Issues to be raised at the General Meeting are presented to the Supervisory Board for consideration and approval.
Resolutions of the General Meeting, except for specific cases, are passed in open voting by an absolute majority of votes, unless the Code of Commercial Companies or the Charter require other, more restrictive manner of voting. Secret voting takes place when appointing and dismissing members of Bank’s bodies or liquidators, deciding on their prosecution and in personnel related matters. Further, secret voting may take place if at least one shareholder present or represented at the General Meeting requests so.
Under the Charter, since the date of dematerializing any Bank’s shares, the shareholder may participate in the General Shareholders’ Meeting using electronic means of communication in accordance with the principles set out in the Operating Rules of the General Shareholders’ Meeting.
The Supervisory Board of the Bank is appointed and dismissed by the General Shareholders’ Meeting in secret voting.
The manner of resolving when appointing members of the Supervisory Board is determined by the common law, including Code of Commercial Companies and the Charter.
The Charter provisions describe the manner of appointing Supervisory Board members from among shareholders, including representation of individual shareholders in the body and principles of appointing independent members, their number and conditions they should fulfill.
The Bank’s Charter restricts voting rights of the shareholders is such a way that at the General Shareholders’ Meeting none of them can exercise more than 10% of the total voting rights existing in the Bank on the day of the General Shareholders’ Meeting. For the purpose of determining the obligations of acquirers of large blocks of shares under the Act on offering, conditions governing the introduction of financial instruments to organized trading, and public companies (Act on offering) of 29 July 2005, such voting rights restriction shall not apply.
Voting rights restrictions do not apply to shareholders who were authorized to exercise their voting rights vested in shares representing more than 20% of the total number of votes in the Bank (or legal successors) on the day when the General Shareholders' Meeting adopted a resolution introducing the restriction. If, at any time, the interest held by the shareholder subject to restrictions falls below 20% of the total number of votes in the Bank (or legal successors), the shareholder will be authorized to exercise the voting rights from at maximum 20% of the total number of votes, even if his share in the total number of votes in the Bank (or legal successors) exceeded 20% again.
The provisions concerning voting rights restrictions apply as of the date of dematerializing any shares of the Bank.
Key powers of the General Shareholders’ Meeting
General Shareholders’ Meeting should in particular:
- analyze and approve Management Board’s report on the activities of the Bank and financial statements for the previous financial year,
- decide on profit distribution / loss absorption;
- grant a vote of acceptance to members of the Bank’s bodies.
Competencies
Further, the powers of the General Meeting include resolving on:
- appointment and dismissal of Supervisory Board members,
- amending the Charter,
- increasing or decreasing the share capital,
- approving the Operating Rules of the Supervisory Board,
- redemption of shares and conditions thereof,
- recognition and derecognition of special funds,
- issues of bonds,
- appointing of liquidators,
- other matters raised by the shareholders and Supervisory Board,
- determining the remuneration principles and employments terms for the Chairman of the Management Board so long as the number of shares in the share capital of Bank held by Poczta Polska S.A. exceeds 50% or if required by the Act on remunerating managers of certain entities of 3 March 2000,
- approving the policy of selecting and evaluating Supervisory Board members.
Operations
In 2016, the Ordinary Shareholders’ Meeting was held on 30 June 2016. During the Meeting, 100% of the share capital was represented; During the meeting, the following resolutions were adopted:
- approving the Management Board’s report on the activities of Bankin 2015,
- approving the financial statements of Bank for 2015,
- approving the Management Board’s report on the activities of the Bank’s Capital Group in 2015,
- approving the consolidated financial statements of the Bank’s Capital Group for 2015,
- distribution of the profit of Bank for 2015,
- granting a vote of acceptance to members of the Management Board for 2015,
- granting a vote of acceptance to members of the Supervisory Board for 2015.
In 2016, six Extraordinary General Shareholders' Meetings were held. They adopted among others the following resolutions:
- changing the composition of the Supervisory Board;
- filling vacancies in the Supervisory Board in the 10th office term;
- amending the Charter;
- approving amendments to Supervisory Board Operating Rules;
- a report evaluating the implementation of the remuneration policy in the Bank in 2015.
During the Extraordinary Meetings, the shareholder PKO BP S.A. appointed Deputy Chairman of the Supervisory Board, while the shareholder Poczta Polska S.A. appointed Chairman of the Supervisory Board for 10th office term.
Further, Extraordinary Meeting acknowledged the Report evaluating implementation of Corporate Governance Principles for Bank Pocztowy S.A. in 2015.
Supervisory Board
In accordance to the Code of Commercial Companies, the Management Board and Supervisory Board manage and supervise the Bank, respectively.
The Supervisory Board exercises general supervision of the Bank’s operations.
The Supervisory Board acts collectively.
The Supervisory Board may delegate its members to perform specified supervisory activities independently.
Composition
The Supervisory Board consists of seven members appointed and dismissed by the General Shareholders' Meeting (until the date of dematerializing any Bank shares) and of five to nine members appointed and dismissed by the General Shareholders' Meeting (from the date of dematerializing any Bank shares), where the number of members of the Supervisory Board in a given term of office is determined by Poczta Polska S.A. (or its legal successor). If the Supervisory Board is elected by separate groups, the Supervisory Board is composed of five members. The members are appointed for a joint office term of three years.
The Charter provides a detailed description of cases when the number of Supervisory Board Members is reduced.
In each case when the number of Supervisory Board members is lower than that determined in the Charter, the Management Board is obliged to promptly, within 14 days at the latest, convene the General Shareholders’ Meeting in order to organize a by-election.
The Charter provisions describe the manner of appointing Supervisory Board members from among shareholders before and after the date of dematerialization of shares, including representation of individual shareholders in the body and principles of appointing independent members, their number and conditions they should fulfill.
The mandates of members of the Supervisory Board expire as of the date of the General Meeting approving the financial statements for the last full financial year during which the members has held their positions. Should a new member be elected during an office term, their mandate expires along with those of the other members. Further, the mandate expires in the case of death, resignation or dismissal.
The tenth office term of the Supervisory Board commenced in April 2014 and it shall end as at the date of approving the financial statements of the Bank for 2016.
Before the day of dematerializing any shares of the Bank the Chairman of the Supervisory Board is appointed by the shareholder - Poczta Polska S.A. (or its legal successor), while the Deputy Chairman - by the shareholder PKO Bank Polski S.A. (or its legal successor), from among appointed members (also if the Supervisory Board is elected in separate groups). After the day of dematerializing any shares of the Bank the Chairman and the Deputy Chairman of the Supervisory Board is appointed by the shareholder - Poczta Polska S.A. (or its legal successor) from among appointed members (also if the Supervisory Board is elected in separate groups). Members of the Supervisory Board may elect the Secretary from among themselves.
Having undergone no changes by the date of preparing this report at 31 December 2016 the composition of the tenth office term of the Supervisory Board of the Bank was the following:
Name |
Position |
Appointment date |
Term of office expiry date |
---|---|---|---|
Przemysław Sypniewski |
Chairman |
- Appointed Supervisory Board member on 3 August 2016. - Appointed the Chairman on 4 August 2016. |
The current tenth office term of the Supervisory Board shall end as at the date of approving the financial statements of the Bank for 2016. |
Szymon Wałach |
Deputy Chairman |
- Appointed Supervisory Board member on 20 May 2016. - Appointed the Deputy Chairman on 9 June 2016. |
The current tenth office term of the Supervisory Board shall end as at the date of approving the financial statements of the Bank for 2016. |
Magdalena Pacuła |
Secretary |
- Appointed Supervisory Board member on 14 April 2016. - Appointed the Secretary on 18 May 2016. |
The current tenth office term of the Supervisory Board shall end as at the date of approving the financial statements of the Bank for 2016. |
Piotr Chełmikowski |
Member |
14 April 2016 |
The current tenth office term of the Supervisory Board shall end as at the date of approving the financial statements of the Bank for 2016. |
Katarzyna Kreczmańska-Gigol |
Member |
2 December 2016 |
The current tenth office term of the Supervisory Board shall end as at the date of approving the financial statements of the Bank for 2016. |
Marcin Mosz |
Member |
9 June 2016 |
The current tenth office term of the Supervisory Board shall end as at the date of approving the financial statements of the Bank for 2016. |
Jakub Słupiński |
Member |
2 December 2016 |
The current tenth office term of the Supervisory Board shall end as at the date of approving the financial statements of the Bank for 2016. |
Competences of Members of the Supervisory Board of Bank Pocztowy
Przemysław Sypniewski – Chairman of the Supervisory Board
Graduated from Adam Mickiewicz University and won scholarship at Albert-Ludwigs-Universität Freiburg, Germany. In late nineties, deputy office director at Poczta Polska S.A. In 2005-2008 a member of Post Council for two office terms, during both acting as its Secretary.
Worked as a Supreme Control Chamber expert on postal market and postal regulations, and an EU Commission expert on postal legislation and implementation of postal directives.
The founder and first chairman of the Postal Institute, Association of Citizens for Postal Market.
Szymon Wałach – Deputy Chairman
Since May 2010 working for PKO Bank Polski, first as an adviser to the Chairman of the Management Board, then since 2011 as Director of Retail Client Function managing the retail product offer and client segments. At present, acting Director of Analyses and Strategy Function.
Working in the banking sector since 2000. He commenced his professional career at Salomon Smith Barney, N.Y., in investment banking. In 2002 joined the Warsaw office of The Boston Consulting Group and focused on the financial sector. In 2004-2010 worked for Pekao SA, acting as manager in Consumer Finance. Graduated from Montclair State University, New Jersey, majoring in Finance. Chairman of the Decision-Making Committee at Visa Polska and member of supervisory boards in eService, PKO Życie TU SA, PKO TU SA and KredoBank.
Magdalena Pacuła – Secretary
Graduated from Oskar Lange University of Economics in Wrocław. Completed post-graduate Organization and Management studies at Leon Kozminski University with EQUIS accreditation. Completed a series of project management, HR management and leadership courses.
She has spent her entire professional life with Poczta Polska S.A. At present she is Deputy Director of Poczta Polska Management Board Office. Formerly (since 2005) held a number of managerial positions at Poczta Polska S.A. (Deputy Director of District Post Office; Deputy Director in Regional Branch of Infrastructural Function; Director, Infrastructural Function; Director of Philately and Trade Office. During many years spent with such a large and complex structure she has gained substantial knowledge and practical experience in management, large team leadership, investment and sales. She has originated a number of product strategies for retail trade and philately. A hands-on practitioner preparing and implementing highly complex project solutions.
Piotr Chełmikowski – Member
Economist with experience in corporate risk management and banking. Since 2014 expert on risk and settlement in LOTOS Serwis Sp. z o.o. in charge of contract security regarding financial risk and compliance. Formerly, in 2008-2013, Director of the Northern Macroregion for Corporate Banking in Bank Millennium S.A.
In 1985 graduated from Transport Economics Faculty, University of Gdańsk (M.Sc. in economics). Completed a series of people management, banking and risk management courses.
Katarzyna Kreczmańska-Gigol – Member
Graduated from Warsaw University of Economics (M.Sc. in economics in 1992). In 2006 completed Ph.D. studies at College of Management and Finance of the university and obtained the degree. In 2014 obtained the degree of doktor habilitowany in economics, majoring in finance. Since 2007 working at Warsaw University of Economics, first as assistant professor in the Department of Finance, at present as Associate Professor at Institute of Finance. From 2008 she has been Manager of Postgraduate Debt Collection Studies and in 2015-2016 Manager of Postgraduate Studies on Financial Security in Trade. She has been delivering all types of courses (B.A., M.A., postgraduate and Ph.D.) and cooperating with business entities as an advisor and trainer. She has authored a number of publications on banking and corporate finance.
Currently on the position of Managing Director of the Finance Function in Poczta Polska. Formerly for years worked for the banking sector, dealing mostly with credit facilities, among others in PBK SA (1992-1995; at present Pekao SA), Bank Wschodnio-Europejski SA (1995-2007; at present Meritum Bank SA) and Bank Amerykański w Polsce SA (1996-2007; at present DZ Bank SA). Her professional experience includes corporate governance (as a supervisory board member). Currently Supervisory Board Member in Bank Pocztowy and in Dom-Invest Sp. z o.o. (a company owned by Military Property Agency).
Marcin Mosz – Member
Director, Corporate Development Department at PKO Bank Polski S.A. in charge of supervising companies of the PKO Bank Polski Capital Group and other equity investments, M&A transactions, sales of assets in PKO Bank Polski, strategic corporate controlling and reporting in the Capital Group.
He has gained substantial experience in investments, M&A, corporate strategy and reorganization working in Polish and international financial institutions (Barclays, ABN AMRO), where he was in charge of winning and supporting transactions (mainly M&A, IPO and other equity and financing transactions) in the financial institutions sector and in Central and Eastern Europe.
His professional experience includes corporate governance (among others, gained when working as a supervisory board member). At present, apart from working in the Supervisory Board of the Bank, a member of supervisory boards at Kredobank, Ferrum, PKO Leasing and Qualia Development. Graduated from Warsaw University of Economics (majoring in Finance and Banking, M.Sc.).
Jakub Słupiński – Member
Graduated from AGH University of Science and Technology (majoring in Automatics) and of Swinburne University of Technology in Melbourne (majoring in Management). In 1988-1995, a founder and CEO of a major Polish IT pioneer company named Qumak (listed). In 1996 originated and managed an advisory and training company PM Doradztwo Gospodarcze, where he has been a partner and advisor.
He has substantial experience in corporate governance, working as a member of supervisory boards in a number of companies (both co-owned by the State Treasury and private ones).
A Council Member at Polish Chamber of Training Firms and a management board member of its Małopolska branch (Family Business Initiative Association).
He has originated and been in charge of implementation of large advisory and training engagements. Strongly involved in strategic advisory and succession planning activities.
Changes in the composition of the Supervisory Board
As at 1 January 2016, the composition of the Supervisory Board was the following:
- Jerzy Jóźkowiak - Chairman,
- Jakub Papierski – Deputy Chairman,
- Piotr Michalski – Secretary,
- Paweł Borys - Member,
- Mariusz Czyżak - Member,
- Bogusław Grabowski - Member,
- Janusz Wojtas –Member.
Janusz Wojtas resigned from the position of the Supervisory Board Member as of 1 March 2016.
Piotr Michalski resigned from the position of the Supervisory Board Member as of 5 April 2016.
Jerzy Jóźkowiak resigned from the position of the Supervisory Board Member as of 7 April 2016.
On 14 April 2016 Extraordinary Shareholders’ Meeting passed resolutions dismissing Mariusz Czyżak from the Supervisory Board and appointing Mirosław Jakubowski, Magdalena Pacuła, Ryszard Stopa and Piotr Chełmikowski members of the Supervisory Board for 10th office term.
At the same time, during the Extraordinary Meeting on 14 April 2016, the shareholder Poczta Polska S.A. recommended Ryszard Stopa as the candidate for the Supervisory Board Chairman.
Paweł Borys resigned from the position of Supervisory Board Members as of 30 April 2016.
On 18 May 2016 the Supervisory Board appointed Magdalena Pacuła its Secretary.
On 20 May 2016 Extraordinary Shareholders’ Meeting appointed Szymon Wałach to the Supervisory Board for the 10th term of office.
Jakub Papierski resigned from the position of Supervisory Board Members as of 31 May 2016.
On 9 June 2016 Extraordinary Shareholders’ Meeting appointed Marcin Mosz a Member of the Supervisory Board for the 10th term of office. Also on 9 June 2016, during Extraordinary Meeting, the shareholder PKO BP S.A. recommended Szymon Wałach for the position of Deputy Chairman of Supervisory Board.
On 3 August 2016 Extraordinary Shareholders’ Meeting of the Bank was held and passed the following resolutions:
- on dismissing Bogusław Grabowski from the Supervisory Board of the Bank;
- on dismissing Mirosław Jakubowski from the Supervisory Board of the Bank;
- on appointing Przemysław Sypniewski a Member of the Supervisory Board;
- on appointing Bogdan Pęk a Member of the Supervisory Board.
Effective from 4 August 2016, Przemysław Sypniewski, recommended by the shareholder Poczta Polska S.A., was appointed the Supervisory Board Chairman. Thus, Ryszard Stopa had held the position until 3 August 2016.
Ryszard Stopa resigned from the position of Supervisory Board Members as of 4 October 2016.
Bogdan Pęk resigned from the position of Supervisory Board Members as of 10 October 2016.
On 2 December 2016 Extraordinary Shareholders’ Meeting appointed Katarzyna Kreczmańska-Gigol and Jakub Słupiński Supervisory Board Members for the 10th term of office.
Family connections
No family connections occur between members of the Management Board and Supervisory Board.
Operations
The Supervisory Board operates pursuant to the Operating Rules of the Supervisory Board developed by the Board and approved by the General Shareholders’ Meeting. Its meetings are called in the manner determined in the Rules, at least four times in each financial year.
Resolutions of the Supervisory Board may be passed if at least half of its members including the Chairman or Deputy Chairman are present during a meeting and all members have been invited. A Supervisory Board member may participate in the passing of resolutions voting in writing through the agency of another member.
The Supervisory Board may pass resolutions in writing or using remote communication media.
The passing of resolutions pursuant to the above procedures does not include election of the Secretary, appointing, suspending and dismissing of Management Board members.
Resolutions of the Supervisory Board are adopted with an absolute majority of votes cast. In case of a tie, the Chairman has the deciding vote if present at the meeting.
In the report on its activities in 2016, the Supervisory Board stated that its members had necessary knowledge and professional experience being specialized in management, law and economics.
Further, it expressed an opinion that in 2016 its operations were efficient and all members were duly involved.
The above report includes recommendations for General Shareholders’ Meeting regarding a vote of acceptance to members of the Supervisory Board for 2016.
Once a year, the Supervisory Board prepares the following documents and presents them to the General Shareholders’ Meeting:
- assessment of the company’s standing including evaluation of its internal control, risk management and compliance systems, as well as internal audit; the assessment includes all material controls with special focus on financial reporting and operations;
- report on the activities of the Supervisory Board including information on its composition and committees, its members meeting independence criteria, number of meetings held by the Supervisory Board and its committees during the reporting period, a list of key issues discussed, self-assessment and recommendations to the General Shareholders’ Meeting regarding the vote of acceptance to its members for the previous financial year.
Supervisory Board’s Meetings
The agenda and issues to be discussed during the Supervisory Board’s meetings held in 2016 were determined by the Chairman of the Supervisory Board resulted from the ongoing operations of the Bank, and included issues raised by the Management Board and Supervisory Board Members.
Supervisory Board’s decisions had the form of resolutions, decisions, approvals regarding Management Board’s motions and information materials presented by the Bank.
In 2016 the Supervisory Board held seven meetings and supervised Bank’s operations on an ongoing basis.
Pursuant to Supervisory Board Operating Rules, managers of internal audit and compliance units participate in its meetings if the agenda includes their responsibilities or supervision of internal controls and compliance risk management.
At least once a year managers of internal audit and compliance units participate in a Supervisory Board meeting discussing activities performed by these units.
Audit Committee
The Audit Committee operates within the Supervisory Board.
The Audit Committee acts pursuant to the applicable provisions of law, the Act on statutory auditors, their self-governing organization, entities authorized to audit financial statements and on public oversight of 7 May 2009 (the “Act”) and to the Operating Rules of the Audit Committee.
Its members are appointed by the Supervisory Board from among its members. Its operational rules are approved by the Supervisory Board.
The Supervisory Board may dismiss a member of the Audit Committee from the position of the Chairman of the Audit Committee at any time, at the same time keeping his position of a member and award the function to another member of the Audit Committee.
The term of office and the mandate of an Audit Committee member expire with the end of the term of office and the mandate in the Supervisory Board of the Bank.
The Audit Committee acts jointly.
The Audit Committee is in particular responsible for:
- monitoring of the financial reporting process,
- monitoring of effectiveness of the internal control systems, internal audit and risk management,
- monitoring of financial audit,
- monitoring of independence and unbiased approach of the certified auditor and the entity authorized to audit financial statements,
- recommending an entity authorized to audit financial statements to the Supervisory Board for the purpose of auditing or reviewing financial statements of the Bank.
According to the Operating Rules of the Audit Committee approved by the Supervisory Board on 13 October 2016, the Audit Committee consists of at least three people, including the Chairman, appointed by the Supervisory Board from among its members. At least one Audit Committee member should meet the independence criteria as defined by the Act and be an audit or accounting professional. At present, Piotr Chełmikowski, the Audit Committee Chairman, meets the criteria.
The Audit Committee meets at least once a quarter, at dates determined by its Chairman.
The meetings are convened by the Chairman upon his own decision or following a motion of its member. If the Chairman cannot convene a meeting for any reason, it may be convened by another Audit Committee member appointed by the Chairman. The Committee meetings may be called following a motion of another Supervisory Board Member, the Management Board, an internal or external auditor of the Bank, in particular if the Internal Audit Head escalates material disputable issues with the Management Board. The Audit Committee adopts resolutions if the Audit Committee meeting is attended by at least a half of its members and if all members have been appropriately invited. The Audit Committee may pass resolutions in writing or using remote communication media.
The Audit Committee meetings can be held if at least a half of members are present (quorum). Resolutions of the Audit Committee are approved with an absolute majority of votes cast by its members present at the meeting. If the number of votes for and against a given resolution is equal, the Chairman of the Audit Committee has a deciding vote.
If necessary, the Audit Committee, following an initiative of its Chairman or another member appointed by the Chairman, may pass resolutions among the meetings in writing or using remote communication media.
Changes in the composition of the Audit Committee
Composition of the Audit Committee from 31 December 2015 to 5 April 2016:
- Bogusław Grabowski – Chairman;
- Paweł Borys – Member;
- Piotr Michalski – Member.
On 31 March 2016 Piotr Michalski resigned from the position of the Supervisory Board Member effective from 5 April 2016.
On 30 April Paweł Borys resigned from the position of the Supervisory Board Member.
Since the minimum number of members required is three, the Audit Committee had not met until the vacancies were filled.
On 18 May 2016 the Supervisory Board appointed Mirosław Jakubowski and Jakub Papierski members of the Audit Committee.
On 31 May 2016 Jakub Papierski resigned from the position of the Supervisory Board Member.
On 9 June 2016 the Supervisory Board appointed Marcin Mosz a member of the Audit Committee.
On 3 August 2016 Extraordinary Shareholders’ Meeting dismissed Bogusław Grabowski and Mirosław Jakubowski from their positions in the Supervisory Board.
In relation to the above, on 31 August 2016 the Supervisory Board appointed Magdalena Pacuła a member and Piotr Chełmikowski the Chairman of the Audit Committee.
As at 31 August 2016 and 31 December 2016 the composition of the Audit Committee was the following:
- Piotr Chełmikowski - Chairman,
- Magdalena Pacuła - Member,
- Marcin Mosz - Member.
The Audit Committee discloses reports on its activities performed in previous financial years to the shareholders. The reports are attached to materials for General Meeting for information purposes.
Pursuant to the Operating Rules of the Audit Committee, the head of the internal audit unit participates in all Committee meetings and provides the Committee with:
- conclusions and recommendations arising from completed audit engagements (on a quarterly basis);
- information regarding the status of the recommendations whose implementation deadline has passed, along with information on post-audit recommendations whose implementation deadline has been postponed (on a quarterly basis);
- a report on the activities of the internal audit unit (once a year);
- annual and three-year audit plans;
- information on implementation of the annual audit plan;
- other documents and data (as expected by the Committee and required by appropriate resolutions and recommendations of PFSA).
At least once a year, the internal audit unit head may participate in an Audit Committee meeting not attended by Management Board members.
Internal Audit Department, which carries out independent control of adequacy and efficiency of the risk management and internal control system, is supervised by the Management Board Chairman. Direct access to the Management Board members, Audit Committee and Supervisory Board, as well as determined information path allowing the Internal Audit Department to report directly to both Chairman of the Management Board and Audit Committee ensure independence of the internal audit unit.
Appointment Committee
The Appointment Committee is a permanent committee of the Supervisory Board, supporting its activities.
It is appointed for the office term of the Supervisory Board and consists of at least three people appointed by a Supervisory Board resolution, to include its Chairman appointed by the Supervisory Board from among Committee’s members.
The Supervisory Board elects members of the Committee and its Chairman during the first meeting of a given term of office.
Every member of the Committee may be dismissed at any time by a resolution of the Supervisory Board. At any time the Supervisory Board may dismiss a member of the Committee from the position of the Chairman of the Committee, at the same time keeping his position of a member and award the function to another member of the Committee.
If the term of office of a Supervisory Board member elected to the Committee expires before the end of the term of office of the entire Supervisory Board or if he/she resigns from his/her position in the Committee, the Supervisory Board shall elect a new Committee member to replace such a member for the period until the end of the term of office of the Supervisory Board.
The term of office and the mandate of an Committee member expire with the end of the term of office and the mandate in the Supervisory Board of the Bank.
The Appointment Committee acts jointly.
The operating rules of the Committee are approved by the Supervisory Board.
The Appointment Committee is in particular responsible for:
- evaluating of candidates for the position of Management Board Chairman and Members,
- evaluating of holders of the positions of Management Board Chairman and Members.
The Appointment Committee evaluates qualifications of candidates for the positions of the Management Board Chairman or Members and the current holders of these positions upon:
- selecting the new Management Boards (for candidates),
- motioning to PFSA for a permit for the Bank to carry out extended operations (for current position holders),
- occurrence of new circumstances described in the “Policy of selecting and evaluating Management Board members” (for current position holders).
The Appointment Committee holds meetings if required due to planned changes in the composition of the Management Board, if its office term expires, or in other cases determined in the Policy of selecting and evaluating Management Board members. The meetings are convened by the Chairman upon his own decision or following a motion of its member or of the Management Board of the Bank. If the Chairman cannot convene a meeting for any reason, it may be convened by another Committee member appointed by the Chairman. The Committee meetings are chaired by its Chairman, and in his absence, by a member appointed by the Chairman.
The Appointment Committee meetings can be held if at least two members are present. Evaluation decisions are made with an absolute majority of votes cast by its members present at the meeting. In the event of a tied vote, the Chairman will have the deciding vote.
As at 31 December 2015 the composition of the Appointment Committee was the following:
- Jerzy Jóźkowiak – Chairman,
- Jakub Papierski – Member,
- Janusz Wojtas – Member.
As at 31 December 2016 the composition of the Appointment Committee was the following:
- Przemysław Sypniewski - Chairman,
- Szymon Wałach - Member.
In 2016 and by the date hereof, the Appointment Committee held two meetings.
Due Diligence Committee
The Supervisory Board adopts a resolution appointing the Due Diligence Committee composed of at least 3 members, including at least one member of the Supervisory Board appointed by the Supervisory Board, at least one member of the Management Board appointed by the Management Board, the Legal Department Director or a person designated by the Director.
A Member of the Supervisory Board is the Chairman of the Due Diligence Committee.
If the Supervisory Board appoints more than one of its members to the Due Diligence Committee, it specifies who will act as the Chairman of the Due Diligence Committee in the resolution establishing the Due Diligence Committee.
Resolutions of the Due Diligence Committee are passed by simple majority of votes cast. The provisions of the Bank’s Charter concerning the Supervisory Board and the Supervisory Board regulations apply to the works of the Due Diligence Committee. Upon its request decisions of the Due Diligence Committee are approved by the Supervisory Board of the Bank in the form of a resolution.
The responsibilities of the Due Diligence Committee have been specified in the Principles of due diligence organization and management in Bank Pocztowy S.A.
No other Supervisory Board committees were established.
Management Board
Appointing and dismissing Management Board Members
Pursuant to the Bank’s Charter, the Management Board consists of at least three and up to five members appointed by the Supervisory Board. It consists of the Chairman, Deputy Chairmen (including the First Deputy) and Members. They are appointed for a joint three-year office term.
At least half of Management Board members, including the Chairman, should be the residents of Poland and speak Polish.
The mandates of members of the Management Board expire as of the date of the General Meeting approving the financial statements for the last full financial year during which the members have held their positions. Further, the mandate expires in the case of death, resignation or dismissal.
The mandate of a Management Board Member appointed during the term of office expires at the same time as the mandate of the remaining members.
According to the Code of Commercial Companies, the General Meeting can dismiss or suspend a Management Board member.
The Management Board Chairman, Deputy Chairmen and other Members are appointed and dismissed by the Supervisory Board, which considers their qualification to hold these positions and acts in accordance with the Banking Law and Policy of selecting and evaluating Management Board Members of Bank Pocztowy S.A.
Appointing the Chairman and Member of the Management Board in charge of supervising the management of key risks, as well as appointing Management Board members requires an approval of PFSA. The Supervisory Board motions for such an approval.
The Management Board Chairman is in charge of personnel management, internal audit and organization of Management Board’s work.
Certain Management Board Member(s) is (are) entrusted with supervising the management of key risks.
Composition
As at 31 December 2016 and as at the date of approving this Report the composition of the Management Board was the following:
- Sławomir Zawadzki – Chairman,
- Jerzy Konopka – Member,
- Robert Kuraszkiewicz – Member,
- Magdalena Nawara – Member,
- Krzysztof Telega – Member.
Changes in the composition of the Management Board
As at 1 January 2016, the composition of the Management Board was the following:
- Szymon Midera – Chairman,
- Paweł Spławski – Deputy Chairman,
- Hubert Meronk – Member,
- Michał Sobiech – Member.
Michał Sobiech resigned from the position of the Member of the Management Board of the Bank as of 29 February 2016.
On 17 December 2015 the Supervisory Board of the Bank adopted a resolution to request a consent to appoint Magdalena Nawara to the position of a Member of the Management in charge of key risks from the Polish Financial Supervision Authority. On 23 February 2016, the Polish Financial Supervision Authority gave its consent for the appointment of Magdalena Nawara to the position of a Member of the Management Board of the Bank. Magdalena Nawara assumed her duties as a Member of the Management Board of the Bank on 1 March 2016.
On 28 June 2016, in relation to the 9th office term of the Management Board end falling on the date of the Ordinary General Shareholders’ Meeting of the Bank approving the financial statements for 2015, i.e. on 30 June 2016, the Supervisory Board passed resolutions regarding appointment of the following Management Board members for the 10th term of office effective from 1 July 2016:
- Sławomir Zawadzki, appointed Deputy Chairman of the Management Board, acting Chairman of the Board,
- Magdalena Nawara, appointed a Member of the Management Board,
- Jerzy Konopka, appointed a Member of the Management Board,
- Krzysztof Telega, appointed a Member of the Management Board,
- Robert Kuraszkiewicz, appointed a Member of the Management Board.
Further, the Supervisory Board appointed Sławomir Zawadzki acting Chairman of the Management Board. At the same time, the Supervisory Board authorized its Chairman and Secretary to motion to the Polish Financial Supervision Authority (PFSA) for a consent to appoint Sławomir Zawadzki Chairman of the Management Board. On 29 July 2016, the motion was submitted to PFSA, which approved it on 13 September 2016 and on 21 September 2016 the Supervisory Board of the Bank appointed Sławomir Zawadzki Chairman of the Management Board.
Qualifications and professional experience of Management Board Members
Sławomir Zawadzki
Chairman
In charge of strategic management and IT
Appointed the Chairman in September 2016. For many years working in the financial sector. Former Deputy Chairman of the Management Board, acting Chairman in Bank Ochrony Środowiska S.A. In 2007-2011 an advisor to the President of the National Bank of Poland and Deputy Chairman of its Budget Committee, representing the Central Bank in the Council of the Bank Guarantee Fund. From 1998 to 2001 Deputy Chairman in charge of finance in Bank Pocztowy S.A. Before assuming the position, managed the Team for Cooperation with Foreign Financial Institutions in PKO BP and Finance Department in Korporacja Brokerów Ubezpieczeniowych Protektor S.A. In 1997-98 Undersecretary of State in European Integration Committee Office supervising EU funds and foreign aid for Poland.
A former member of the Management Board of Nafta Polska S.A. and Management Board Member - Director in charge of economics and finance in ORLEN Petrogaz Płock. In 2003-2006 worked in the Municipal Council of the capital city of Warsaw as Director in Investment Office and was in charge of planning, monitoring and settlement of investments included in the city budget.
Recently, CEO in IT companies, FinCode Sp. z o.o. and Bazy i Systemy Bankowe Sp. z o.o., specialized in developing of IT systems for banks and other financial institutions
Completed Ph.D. studies in economics at Management and Finance College of Warsaw University of Economics; MBA at Business Management Department, University of Wisconsin (USA); a graduate of Warsaw University of Technology, Faculty of Power and Aeronautical Engineering. In 1995-96 scholarship in the U.S. Congress under East Central European Scholarship Program administered by the University of Georgetown (Washington, USA).
Interested in macroeconomics, in particular monetary policy, operations of financial institutions and markets, IT systems supporting management efficiency and security in financial institutions. Hobbies: mountain hiking, basketball.
Magdalena Nawara
Member
In charge of risk
Appointed the Management Board Member in March 2016. Working for the Bank since February 2011, initially as Director of the Market Risk, Operational Risk and ICAAP Department. In 2012 she was appointed the Risk Head in charge of: the implementation of the comprehensive risk management strategy supporting business initiatives, providing an efficient credit approval system, pre-collections, collections and restructuring, ICAAP and the implementation of solutions which allow for efficient management of credit risk, liquidity risk, market risk and operational risk. Before, for over ten years (1999-2011) she worked in Bank BPH in risk management and liquidity management participating in merger and spin-off processes in the Bank BPH.
She graduated from the Finance and Banking Department at Cracow University of Economics.
Jerzy Konopka
Member
In charge of Finance
Appointed the Management Board Member in June 2016. Before, from 2007 to 2010 worked as Sales Director in Sales Development Department of PKO BP, and from 2010 on was in charge of cooperation with a group of strategic clients. In 2004-2007 worked for Korporacja Polskie Stocznie SA (KPS SA) as acting Chairman of the Management Board, formally holding the position of its member, then Deputy Chairman in charge of managing current operations of the company. At the same time, from February to May 2006 he was Deputy CEO of Stocznia Gdynia SA, managing the finance function, supervising controlling and preparing the shipyard restructuring plan. In 2002-2005 worked in Agencja Rozwoju Przemysłu SA, first as Deputy Director, Department of Restructuring Project Analyses, then as Director, Shipyard Center Department, where he was in charge of the shipyard sector restructuring. Prior to 2002, worked for seven years in PEKAO S.A., first (for a year) as Deputy Director of Project Financing Department, then as Deputy Director in charge of corporate segment in a branch.
Graduated from Karol Adamiecki University of Economics in Katowice.
Krzysztof Telega
Member
In charge of Business
Appointed the Management Board Member in June 2016. For over 20 years working in the banking sector. In 2008-2014 Deputy Chairman of Management Board in Bank Ochrony Środowiska S.A. in charge of corporate banking. In 2005-2008 as Managing Director, Corporate Banking Function, PKO PKO Bank Polski S.A., was in charge of cooperation with enterprises and sales network management. In 1998-2005 worked in BRE Bank Capital Group. As a Management Board Member of BRE Leasing Sp. z o.o. he was in charge of risk and collection; as Management Board Chairman in Polfactor S.A. he supervised sales and as Management Board Chairman in PTE Skarbiec-Emerytura S.A. was in charge of capital market. In 1991-1998 worked in Polski Bank Rozwoju S.A., for the last two years as a Management Board Member.
Graduated from Foreign Trade Faculty, Warsaw School of Economics and Strategic Management in Banking Programme, INSEAD, Fontainebleau, France.
Robert Kuraszkiewicz
Member
In charge of support and cooperation with Poczta Polska
Appointed Management Board Member in June 2016. Prior to that, for a year acting Managing Director in Student Depot Sp. z o.o. and was in charge of developing a network of private student hostels. In 2012-2016 worked in Renewable Energy Association, first as Deputy Chairman, and for the last two years, as Chairman of the Management Board. In 2006-2016 cooperated with the largest renewable energy sector investors in Poland, such as GEO Renewables Sp. z o.o., being in charge of obtaining funding for wind farms, and with EDP Renewables Polska Sp. z o.o. In 2013-2014 Chairman of the Management Board in High Tech Project Sp. z o.o. In 2002-2006 CEO and Chairman of the Management Board in ContactPoint Sp. z o.o., one of the first companies in Poland offering outsourcing and CRM development services. Member of supervisory boards in a number of companies, to include KGHM, XIV NFI, Skystone Capital, and in 1999-2000, Bank Pocztowy.
Graduated from Adam Mickiewicz University in Poznań. Studied finance at University of Wisconsin Lacrosse under East Central European Scholarship Program. Obtained Financial Management Certificate at Georgetown University Washington DC. In 1998 took internship at Center for Strategic and International Studies in Washington.
Competences
The Management Board manages the Bank and represents it before third parties in the scope determined by the Code of Commercial Companies, the Bank’s Charter and Operating Rules of the Management Board.
When performing its tasks, the Board makes decisions in the form of resolutions; in particular, the Board:
- determines the Bank’s strategy,
- determines the pricing policy,
- determines the annual financial plan,
- determines the employment and remuneration policy,
- approves the Operating Rules of the Management Board,
- approves the Organizational Rules of the Bank,
- appoints proxies,
- designs and ensures efficient operation of the management system,
- makes decisions regarding liabilities or assets whose total value related to a single entity exceeds 5 percent of equity or grants the related general or specific authorization regarding cash investments in domestic and foreign securities,
- determines the principles of prudent and stable management of the Bank to include:
- risk management policy,
- internal control principles,
- capital management principles, including internal capital estimation,
- variable compensation component policy,
- determines the general level of the risk incurred by the Bank and appropriately adjusted internal limits that reduce the risk specific to individual operation areas,
- determines the Bank’s compliance risk policy,
- approves internal procedures of the Bank regarding estimation of internal capital, capital management and planning,
- approves the Bank’s information policy.
Operation
The Management Board operates pursuant to the Management Board Operating Rules developed by it and approved by the Supervisory Board. Chairman of the Board manages its operation. Its meeting are convened and chaired by the Chairman, and in his absence, the First Deputy Chairman. In the absence of the latter, a Board Member appointed pursuant to the order determined in a resolution of the Management Board.
Resolutions of the Management Board are passed with an absolute majority of votes. In case of a tie, the Chairman has the deciding vote if present at the meeting. A resolution may be passed provided that all the members of the Management Board have been properly informed about the planned meeting.
Voting is open, and a secret voting may be applied with regard to personal issues of Management Board members. Meetings are held and minutes taken in Polish. If non-Polish speaking members participate in a meeting, a translator is provided. Minutes are signed by Board Members present at a given meeting.
Pursuant to the Management Board Operating Rules, the internal audit unit head participates in Management Board meetings if their agenda includes tasks performed by the unit and supervision of internal controls.
Pursuant to Management Board Chairman’s decision, effective from 12 July 2016 the internal audit unit head participates in all Management Board meetings.
The Bank has the following committees:
- Assets and Liabilities Committee (ALCO),
- Loan Committee (LC),
- Operational Risk Committee (ORC),
- IT Initiatives Prioritization Committee (ITIPC),
- Loan Appellation Committee (LAP),
- Project Portfolio Management Committee (PPMC),
- IT Architecture Committee (ITAC).
The committees operate based on internal regulations approved by the Management Board of the Bank. In principle, these regulations described tasks and competences of a given committee.
The Management Board Members are included in the following committees: Loan Committee, Assets and Liabilities Committee and Operational Risk Committee.
Remuneration and terms of employment of the Management Board members
Due to the existing shareholding structure of the Bank, it is indirectly controlled by the State Treasury. Therefore, it is obliged to apply the remuneration policy as determined in the Act on remunerating managers of certain entities of 9 June 2016 (Journal of Law of 2016 item 1202 as amended) effective since 9 September 2016. Pursuant to the Bank’s Charter, remuneration of the Management Board Chairman is determined by a resolution of the General Meeting, while remuneration of the other Management Board members is determined by a resolution of the Supervisory Board.
Employment contracts concluded with Management Board Members determine their scope of duties, confidentiality and non-competition obligations, as well as remuneration. Pursuant to the employment contracts, Management Board Members are entitled to a monthly pay equal to four times average monthly remuneration in the enterprise sector excluding profit sharing bonuses paid in the fourth quarter of the prior year announced by the President of the Central Statistical Office. Depending on financial or general performance of the Bank in a given financial year, the Supervisory Board may grant Management Board Members an annual bonus of three times their average monthly base pay received in the prior year. Chairman of the Management Board is granted an annual bonus by the General Meeting following a motion of the Supervisory Board.
Further, Management Board members are entitled to the following additional bonuses:
- a severance pay upon old-age or disability retirement;
- a jubilee bonus;
- additional health, property and personal insurance the total amount of which cannot exceed twelve times average monthly remuneration in the enterprise sector in each consecutive employment year, net of profit sharing in the fourth quarter of the prior year, announced by the President of the Central Statistical Office.
The Bank may terminate an employment contract upon a three-month notice period if a Management Board Member is dismissed before the end of an office term or not appointed for the subsequent office term. Should a Management Board Member be dismissed and their employment contract terminated, they are entitled to a severance pay of three times monthly base pay. A Member is not entitled to the severance pay if the dismissal has resulted from a flagrant breach of key Management Board Member’s obligations. Further, it expires should a Member fail to provide information and documents specified in their contract to another Member taking over their duties. A Member may terminate their contract upon a three-month notice. Resigning from a position in the Management Board is understood as termination of the employment contract.
Further, a non-competition arrangement has been concluded with one Management Board Member. Pursuant to this arrangement, without Bank’s written consent, the Member cannot carry out any activities competitive to those of the Bank within 12 months of the expiration of their employment contract. In relation to this arrangement, the Member is entitled to damages of PLN 780 thousand, payable in 12 monthly installments. Should the non-competition arrangement be breached, the Bank is not obliged to continue paying the damages and the Member is obliged to pay a contractual fine equal to damages received to date. Non-competition arrangements include relevant termination clauses.
No such arrangements have been concluded with other Management Board Members.
In 2016, the total remuneration paid to Management and Supervisory Board Members of the Bank and its subsidiaries amounted to PLN 6,943 thousand vs. PLN 5,937 thousand in the prior year.
Remuneration paid and payable to members of the Management and Supervisory Board of the Bank by subsidiaries (PLN’000) | |||
---|---|---|---|
2016 | 2015 | change 2016/2015 | |
Management Board | 3 872 | 3 466 | 406 |
Short-term employee benefits (payroll, bonuses and payroll charges) | 2 747 | 2 674 | 73 |
Termination benefits | 1 125 | 792 | 333 |
Supervisory Board | 3 071 | 2 471 | 600 |
Short-term employee benefits (payroll, bonuses and payroll charges) | 3 071 | 2 471 | 600 |
Total | 6 943 | 5 937 | 1 006 |
Securities issued by the Bank and held by Management Board Members
As at the date hereof, Management Board Members held no securities issued by the Bank or its subsidiaries.