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 By-laws.

Ordinary General Meetings are called by the Management Board of the Bank. 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. On 22 December 2014, Extraordinary Shareholders’ Meeting passed the "Internal Rules of General Shareholders' Meeting of Bank Pocztowy S.A." which came into force on 1 January 2015.

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 By-laws 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.

The By-laws do not allow voting by correspondence or using electronic means of communication.

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 By-laws.

The 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 fulfil.

Key powers of the General 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.

Further, the powers of the General Meeting include resolving on:

• Appointment and dismissal of Supervisory Board members;
• Amending the By-laws;
• Increasing or decreasing the share capital;
• Approving the Operating Rules of 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 principles of remuneration and employment conditions for the Management Board Chairman;
• Approving the policy of selecting and evaluating Supervisory Board members.

In 2014, the Ordinary Shareholders’ Meeting was held on 14 April. 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 Bank Pocztowy S.A. in 2013;
• Approving the financial statements of Bank Pocztowy S.A. for 2013;
• Approving the Management Board’s report on the activities of the Bank Pocztowy Capital Group in 2013;
• Approving the consolidated financial statements of the Bank Pocztowy Capital Group for 2013;
• Distribution of the profit of Bank Pocztowy S.A. for 2013;
• Granting a vote of acceptance to members of the Management Board for 2013;
• Granting a vote of acceptance to members of the Supervisory Board for 2013;
• Amending Resolution No. 3 of the Extraordinary Shareholders’ Meeting of 9 December 2013 regarding the approval of “Policy of selecting and evaluating Supervisory Board members”;
• Appointing Members of the Supervisory Board of Bank Pocztowy S.A. for the tenth office term.

Further, the General Shareholders' Meeting appointed the Chairman and Deputy Chairman of the Supervisory Board for the tenth office term.

Additionally, during 2014, four extraordinary shareholders' meetings were held. They adopted among others the following resolutions:

• Amending the By-laws;
• Amending the Operating Rules of the Supervisory Board;
• Adopting Corporate governance principles for Bank Pocztowy S.A.;
• Adopting “Operating Rules of the General Meeting”;
• Amending terms of ordinary bond issues as accepted in Resolution No. 1 of ESM of 12 April 2011.

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.

Composition

The Supervisory Board consists of seven members appointed and dismissed by the General Meeting. The members are appointed for a joint office term of three years. The By-laws provide a detailed description of cases when the number of Supervisory Board Members drops below seven.

In each case it happens the Management Board is obliged to promptly, within 14 days at the latest, convene the General Meeting in order to organize a by-election.
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. If a new member is elected during the office term, his/her mandate expires along with the mandate of the other members. Further, the mandate expires in the case of death, resignation or dismissal.

The ninth office term of the Supervisory Board commenced in June 2011 and ended on 14 April 2014 at the moment of approving the financial statements of the Bank for 2013. The tenth office term of the Supervisory Board commenced on 14 April 2014.

On 14 April 2014, GSM evaluated qualifications of Supervisory Board Member candidates for the tenth office term in accordance to the Policy of selecting and evaluating Supervisory Board Members and appointed the Supervisory Board Members of Bank Pocztowy S.A. for the tenth office term. The General Shareholders' Meeting appointed the Chairman and Deputy Chairman of the Supervisory Board for the tenth office term.

The Chairman of the Supervisory Board is appointed by Poczta Polska S.A., a shareholder, while the Deputy Chairman by PKO Bank Polski S.A., another shareholder, from among appointed members (also if the Supervisory Board is elected in separate groups). The Supervisory Board members may elect a Secretary among themselves.

The By-laws 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 fulfil.

As at 31 December 2013 the composition of the ninth-office term Supervisory Board was the following:

• Jerzy Jóźkowiak – Chairman of the Supervisory Board;
• Jakub Papierski – Deputy Chairman of the Supervisory Board;
• Piotr Michalski – Secretary of the Supervisory Board;
• Paweł Borys –Member of the Supervisory Board;
• Mariusz Czyżak – Member of the Supervisory Board;
• Bogusław Grabowski – Member of the Supervisory Board;
• Janusz Wojtas –Member of the Supervisory Board.

On 14 April 2014 General Shareholders' Meeting appointed Supervisory Board Members for the tenth office term. On 12 May 2014, the Supervisory Board appointed Piotr Michalski its secretary. Therefore, as at 31 December 2014 the composition of the tenth-office term Supervisory Board was the following:

• Jerzy Jóźkowiak – Chairman of the Supervisory Board;
• Jakub Papierski – Deputy Chairman of the Supervisory Board;
• Piotr Michalski – Secretary of the Supervisory Board;
• Paweł Borys –Member of the Supervisory Board;
• Mariusz Czyżak – Member of the Supervisory Board;
• Bogusław Grabowski – Member of the Supervisory Board;
• Janusz Wojtas –Member of the Supervisory Board.

Competencies of the Supervisory Board members of Bank Pocztowy are presented on the Bank's website at
http://www.pocztowy.pl/pdf/o_banku/Statut_Banku_Pocztowego.pdf.

Operation

The Supervisory Board operates in accordance with the Rules developed by it and approved by the General Meeting. Its meetings are called in the manner determined in the Rules, at least four times in each financial year.
The Supervisory Board may pass resolutions provided that at least half of its members are present at a meeting, including the Chairman or Deputy Chairman, if all its members have been invited to the meeting. The members may participate in the passing of resolutions giving their votes in writing through other members of the Supervisory Board. 

The Supervisory Board may pass resolutions among its meetings, in writing or using remote communication media (e-mail, fax etc.).
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.

Supervisory Board’s Meetings

The agenda and issues to be discussed during the Supervisory Board’s meetings held in 2014 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 2014, the Supervisory Board held five meetings supervising the ongoing operations of the Bank.

Audit Committee

The Audit Committee is a body within the Supervisory Board.

Its members are appointed by the Supervisory Board from among its members. Its operational rules are approved by the Supervisory Board.

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 Audit Committee Operating Rules approved by the Supervisory Board on 19 May 2011, amended by the Resolution of the Supervisory Board of 9 June 2014, the Audit Committee consists of at least three people, including the Chairman, appointed by the Supervisory Board from among its members. At least one Committee member should be independent and have accounting/auditing qualifications. At present, Bogusław Grabowski, the Audit Committee Chairman, meets these requirements.

The Audit Committee meets at least once a quarter. Its meetings are called by the Chairman upon his own decision or following a motion of its member. Had the Chairman been unable to call a meeting for any reason, it may be called by another 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 Committee may operate if at least half of its members are present. Its resolutions are adopted with an absolute majority of votes cast by the members present at the meeting. In the case of a tie, the person chairing the meeting holds the 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.

On 12 May 2014, the tenth-office term Supervisory Board appointed from among its members Bogusław Grabowski, Paweł Borys and Piotr Michalski members of the Audit Committee and appointed Bogusław Grabowski its Chairman.

As at 31 December 2014 the composition of the Audit Committee was the following:

• Bogusław Grabowski – Chairman;
• Piotr Michalski – Member;
• Paweł Borys –Member.

The Audit Committee provides the shareholders with reports of its activities for the previous reporting year. The reports are attached to the set of documents prepared for the General Meeting for information purposes.

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 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.

On 12 May 2014, the tenth-office term Supervisory Board appointed from among its members Jerzy Jóźkowiak, Jakub Papierski and Janusz Wojtas members of the Appointment Committee and appointed Jerzy Jóźkowiak its Chairman.

On 12 May 2014, the Supervisory Board approved Operating Rules of the Appointment Committee.

As at 31 December 2014 the composition of the Appointment Committee was the following:

• Jerzy Jóźkowiak – Chairman;
• Jakub Papierski – Member;
• Janusz Wojtas – Member.

In 2014 and by the date hereof, the Appointment Committee held three meetings.
No other Supervisory Board committees were established.
 

Management Board

Appointing and dismissing Management Board Members

According to the Bank’s By-laws, the Management Board consists of 3 to 5 members appointed by the Supervisory Board. Composition of the Management Board: Chairman, Deputy Chairmen, including First Deputy Chairman, Members. The members are appointed for a joint three-year office term.

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.”

Two Management Board Members: the Chairman and Member in charge for risk management are appointed upon an approval of the Polish Financial Supervision Authority.

Composition

Composition of the ninth-office term Management Board of Bank Pocztowy as at 31 December 2013:

• Tomasz Bogus – Chairman of the Management Board,
• Szymon Midera – Deputy Chairman of the Management Board,
• Radosław Sałata – Member of the Management Board,
• Michał Sobiech – Member of the Management Board.

On 12 May 2014 the Supervisory Board dismissed Radosław Sałata from the Management Board effective as of 12 May 2014. At the same time, the Supervisory Board appointed Paweł Spławski a member of the Management Board of Bank Pocztowy for the ninth office term as of 19 May 2014.

Composition of the ninth-office term Management Board of Bank Pocztowy as at 31 December 2014:

• Tomasz Bogus – Chairman of the Management Board,
• Szymon Midera – Deputy Chairman of the Management Board,
• Paweł Spławski – Member of the Management Board.
• Michał Sobiech – Member of the Management Board.

On 16 January 2015, Tomasz Bogus resigned from the position of the Chairman of the Management Board of the Bank and from membership in the Management Board of the Bank as of 19 January 2015. On 16 January 2015, the Supervisory Board decided that Szymon Midera, Deputy Chairman of the Management Board of the Bank, would act as the Chairman of the Management Board of the Bank as of 20 January 2015. Moreover, the Supervisory Board of the Bank adopted a resolution to appoint Szymon Midera to the position of the Chairman of the Management Board of the Bank. The resolution will come into force on the day following the day when the Polish Financial Supervision Authority approves appointing Szymon Midera to this position.

On 12 February 2015, the Supervisory Board appointed Hubert Meronk a member of the Management Board for the ninth office term effective from 12 January 2015.

Therefore, as at the date of this Report, the composition of the ninth-office term Supervisory Board was the following:

• Szymon Midera – Deputy Chairman of the Management Board, Acting Chairman of the Board;
• Hubert Meronk – Member of the Management Board;
• Michał Sobiech – Member of the Management Board;
• Paweł Spławski – Member of the Management Board.

Qualifications and professional experience of Management Board Members
 

Szymon Midera – Deputy Chairman of the Management Board, Acting Chairman of the Board
In charge of strategic management, appointed to act as the Chairman of the Management Board in January 2015. Before, since July 2008, Deputy Chairman of the Board in charge of business and sales, marketing and treasury. For seven years with BRE Bank, among others as Director of Marketing and Business Development Office in mBank (2007-2008), and Deputy Director of Marketing and Investor Relations Department in BRE Bank (2005-2007).

Expert on retail banking with over ten years of professional experience. Among others, he was responsible for:
– Transforming Bank Pocztowy from a settlement bank into a versatile bank;
– Acquiring over one million clients for Bank Pocztowy in 2009-2014;
– Achieving four-times growth in the number of current accounts held in Bank Pocztowy (in excess of 800 thousand);
– Building the network of Microbranches of Bank Pocztowy (over 250 outlets);
– Developing the concept of selling mortgage loans in Bank Pocztowy through mobile advisors;
– Preparing and implementing marketing strategy of mBank and supervising its implementation in Poland, Czech Republic and Slovakia;
– Contributing to the development of mBank network; mKiosks and Financial Centers;
– Supervising the Internet sales in mBank and CRM strategy;
– Preparing a rebranding project for BRE Bank, designing and implementing a new corporate outlet.

Graduated from Economics and Sociology Faculty of the University of Łódź. Completed Executive MBA in PAM Center delivered by Towson University and Robert H. Smith School Business with an MBA certificate of Towson University. In November 2013, the completed Advanced Management Programme at INSEAD (Fontainebleau, France).

 

Hubert Meronk – Member of the Management Board
In charge of business support, i.e. IT, administration and logistics. Appointed the Management Board Member on 12 February 2015.

He has over 15 years of international experience in advisory services, planning and management of IT services and in IT development.

He graduated from Norwegian and North American universities and holds the grade of Master of Computer Science. For over 20 years he lived and worked in Norway and the U.S., implementing projects for companies in the U.S., Iceland, Norway and Sweden. In 1997-2000 with Cap Gemini Norway as Branch Director in Oslo, in charge of business and technology advisory management. In 2000- 2003 operated own advisory firm in Norway.

Since 2003 in Poland, where he has dealt with implementation of strategic IT projects, large scale IT centralization and implementation of corporate architecture in the financial sector. As a Managing Director was in charge of IT and IT strategy in PKO BP, BOŚ Bank, LOT, T-Systems Polska. Since 2011 had its own advisory business providing services to CGI Polska, ABC Data, BPS TFI, PGE Dom Maklerski and PwC Polska.

 

Michał Sobiech – Member of the Management Board
In charge of Finance and Risk. Working for the Bank since June 2009, initially as Managing Director of the Finance Function. In October 2009 appointed Management Board member. Before, for five years (2004-2009) had worked for Kredyt Bank, among others as Director of Financial Reporting Department, Director of Risk Management Department, and in 2008-2009 as an advisor to the Bank's CEO supervising strategic projects implemented for the Bank and the KBC Group in Poland. He commenced his professional career in 1998 with KPMG. Expert on financial risk management with several years of professional experience.

Among others, he was in charge of:
– Implementing processes and tools allowing compliance with Basel 2 (including ICAAP);
– Implementing solutions allowing efficient credit risk, liquidity risk, market and operational risk in banks;
– Implementing solutions that improve controlling and preparing management information regarding risk and finance;
– Implementing IFRS in banks and process solutions necessary to prepare financial statements in accordance with IFRS.

Substantial experience gained both with an international bank and with consulting companies allow his efficient management of finance and risk during projects carried out by the Bank, evaluation of their potential to build the Bank's value and minimizing risk areas in the product offer addressed to a specific market segment represented by Bank Pocztowy’s client base. Graduate of Warsaw School of Economics, Finance and Banking Faculty. A holder of ACCA certificate.

 

Paweł Spławski – Member of the Management Board
In charge of Business and Treasury. Appointed the Management Board Member in May 2014. Working for the Bank since September 2011, as Finance Function Managing Director. In the position, he was in charge of accounting, controlling and data warehouse, management of assets and liabilities, and for certain operations.

Before, for four years (2007-2011) had worked for GetBank S.A., among others as Director of Controlling Department (2008-2011) and Director of Financial Risk Department. He commenced his professional career with PwC, with which he stayed for seven years, dealing with advisory services for the financial sector. He has over 14 years of experience in banking, demonstrating high skills in:
– Finance;
– Operational optimization;
– Selection and implementation of IT systems, in particular data warehouses.

He graduated from Warsaw School of Economics, Finance and Banking Faculty; completed Post-graduate Studies on Bank Controlling by Warsaw Banking Institute. He holds a certificate of Financial Risk Manager granted by Global Association of Risk Professionals and ACCA certificate.

Competencies

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 By-laws 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 Management Board’s Operating Rules;
• 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 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 Management Board members present at a given meeting. Minutes are signed by Management Board members present at a given meeting.

In 2014, 50 Management Board meetings were held devoted to implementation of strategy, focused on consumer banking and microenterprises, to include planned directions of development of the retail offer adjusted to the needs of the existing target group and to identified needs of new client segments, as well as to further development of product lines intended for microenterprises.

The Management Board developed a new strategy of development for Bank Pocztowy S.A. for 2014-2017, updated the Financial Plan of the Bank for 2014 and approved the Financial Plan for 2015. Further, the Management Board undertook measures aimed at changing the operational structure of the Bank, optimization, process alignment and cost control.

Following current changes in the Bank’s development directions, the Management Board, fulfilling its prudent and stable management obligations, participated in risk management in each operational area of the Bank.

With regard to current banking issues, the Management Board monitored implementation of strategic projects and completion status of works adjusting the Bank to regulatory requirements related to IT management and banking security.

Other issues analyzed by the Management Board included topics raised at Supervisory Board meetings and at General Shareholders’ Meetings, such as approval of the Management Board’s report on the activities of the Bank, Management Board’s report on the activities of the Capital Group, separate and consolidated financial statements for the prior financial year.

Periodic reports regarding areas supervised by individual Management Board members as well as internal regulations whose implementation or amendment was necessitated by adjusting to internal regulations arising from management decisions regarding current operations of the Bank and competency changes in business areas related to organizational changes implemented in the Bank constituted another list of issues discussed by the Management Board at its 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);
• Strategic Prioritization Committee (SPC) – since 1 January 2015 operating under the name of Project Portfolio Management Committee (PPMC);
• IT Architecture Committee – since 12 May 2014.

The committees operate based on internal regulations approved by the Management Board of the Bank. In principle, these regulations described tasks and competencies of a given committee.

The Management Board Members are included in the following committees: Loan Committee, Assets and Liabilities Committee, Operational Risk Committee and IT Architecture Committee.

Remuneration paid or due to the Management and Supervisory Boards of the Bank and its subsidiaries

In 2014, the total amount of the remuneration (calculated as the value of remuneration, bonuses and benefits received in cash, in kind or in any other form) paid to the members of Management Boar and Supervisory Board of the Bank and its subsidiaries amounted to PLN 5,258 thousand vs. PLN 4,788 in the prior year.