Corporate Governance

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. On 30 November 2015, Extraordinary General Shareholders’ Meeting approved amendments to the Operational Rules of the General Shareholders' Meeting of Bank Pocztowy S.A., which were aimed at gaining compliance with the Bank Pocztowy Charter and standards applicable to public companies.

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 fulfil.

On 30 June 2015 certain amendments were introduced to the Bank’s Charter. They restricted 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), 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.

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 Pocztowy 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.

In 2015, the Ordinary Shareholders’ Meeting was held on 15 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 2014,
• approving the financial statements of Bank Pocztowy S.A. for 2014,
• approving the Management Board’s report on the activities of the Bank Pocztowy Capital Group in 2014,
• approving the consolidated financial statements of the Bank Pocztowy Capital Group for 2014,
• distribution of the profit of Bank Pocztowy S.A. for 2014,
• granting a vote of acceptance to members of the Management Board for 2014,
• granting a vote of acceptance to members of the Supervisory Board for 2014,
• approving the policy of selecting and evaluating Supervisory Board members.

In 2015, five Extraordinary General Shareholders' Meetings were held. They adopted among others the following resolutions:

• on the increase in the share capital of the Bank by the issue of new C series ordinary bearer shares in the form of a public offering with subscription rights entirely excluded for the existing shareholders; the change in the Bank’s Charter following the capital increase; dematerialization of C series shares and rights to C series shares; and a request for admitting these shares and rights to trading on the regulated market,
• on the request for admitting the Bank’s shares to trading on the regulated market of Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange), dematerialization of the Bank's shares and authorization of the Management Board to enter into an agreement for registering the Bank’s shares with Krajowy Depozyt Papierów Wartościowych S.A.,
• amending the Charter,
• approving the Operating Rules of the Supervisory Board,
• adopting Corporate governance principles for Bank Pocztowy S.A.,
• adopting Operating Rules of the General Meeting,
• the increase in the share capital of the Bank by the issue of C1 series ordinary registered shares in the form of a private placement with subscription rights entirely excluded for the existing shareholders; the change in the Bank’s Charter following the capital increase; dematerialization of C1 series shares; and a request for admitting these shares to trading on the regulated market,
• increase in the share capital of the Bank by the issue of new D series ordinary bearer shares in the form of a public offering with subscription rights entirely excluded for the existing shareholders; the change in the Bank’s Charter following the capital increase; dematerialization of D series shares and rights to D series shares; and a request for admitting these shares and rights to trading on the regulated market, where the General Shareholders’ Meeting repealed Resolution No. 1 of the Extraordinary Shareholders’ Meeting of the Company of 24 April 2015 on the increase in the share capital of the Bank by the issue of new C series ordinary bearer shares in the form of a public offering with subscription rights entirely excluded for the existing shareholders; the change in the Bank’s Charter following the capital increase; dematerialization of C series shares and rights to C series shares; and a request for admitting these shares and rights to trading on the regulated market (amended by Resolution No. 2 of the Extraordinary Shareholders’ Meeting of the Company dated 30 June 2015),
• approving the policy of selecting and evaluating Supervisory Board members,
• determining the new bond issue scheme.

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 fulfil.

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 tenth office term of the Supervisory Board commenced in April 2014.

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 2015 the composition of the tenth office term of the Supervisory Board of Bank Pocztowy 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.

Competences of Members of the Supervisory Board of Bank Pocztowy

Jerzy Jóźkowiak – appointed Chairman of the Supervisory Board in March 2011. He started his professional career in 1984 as an academic in Warsaw School of Economics (former name: Central School of Planning and Statistics), where he worked until 1990. From 1990 to 1993 he cooperated with private companies and provided advisory services related to foreign trade. From 1993 to 1999 he held the position of the Restructuring Department Director and the Deputy Chairman of the Management Board in Powszechny Bank Gospodarczy S.A. in Łódź, and the Chairman of the Management Board of PBG Fundusz Inwestycyjny sp. z o.o. In 1999 he was appointed Chief Executive Officer of Bank Pekao S.A. and held the position until 2001. In Powszechny Bank Gospodarczy S.A. and Bank Pekao S.A. he was responsible for bookkeeping, accounting, management information, treasury, market risk, credit risk, restructuring and brokerage house. From 2002 to 2008 Jerzy Jóźkowiak worked in BRE Bank S.A., where he held the position of the Bank’s Director for Finance, Risk and Operations in the Consumer Bank Division, Chief Financial Officer, Director for Consumer Banking and Member of the Management Board. At the same time from 2002 to 2003 Jerzy Jóźkowiak held the position of the Chairman of the Management Board of Bank ”Częstochowa” S.A. Since January 2010 held the position of the Chairman of the Management Board of MNI S.A. From March 2011 to January 2016 he was the Chairman of the Management Board of Poczta Polska. He has worked for the Bank since 2011, when he was appointed Member and Chairman of the Supervisory Board.

In 1983 Jerzy Jóźkowiak graduated from the Foreign Trade Department of Warsaw School of Economics and received a Master’s degree in economics. From 1987 to 1998 he completed an internship program at the Department of Law and Political Science at the University of Zurich.

Jakub Papierski – appointed Deputy Chairman of the Supervisory Board in March 2011. He started his professional career in 1993 in ProInvest International and Dom Maklerski ProCapital as a Consultant and Analyst. From 1996 to 1997 he worked as a Business Sector Analyst in CAIB Creditanstalt Investment Bank, and subsequently as Senior Business Sector Analyst in Deutsche Bank. From 2001 to 2003 Jakub Papierski worked as Executive Director in charge of Finance and a Proxy in Bank Pekao S.A. From 2003 to 2009 he held the position of the Chairman of the Management Board of Centralny Dom Maklerski Pekao S.A., and subsequently – the same position in Allianz Bank Polska (from May 2009 to February 2010). In March 2010 Jakub Papierski was appointed Deputy Chairman of the Management Board in charge of corporate and investment banking in PKO BP. He was a Member of Supervisory Boards of PKO TFI, PTE PKO, PKO Leasing, PKO Faktoring, PKO Bank Hipoteczny and Kredobank.

In 1996 Jakub Papierski graduated from the Warsaw School of Economics and received a Master’s degree. In 1997 he was registered with SFA in the United Kingdom.  In 2000 he was granted a license of Chartered Financial Analyst (CFA) by the U.S. Association for Investment Management and Research (AIMR, currently: CFA Institute).

Piotr Michalski – became a Member of the Supervisory Board in July 2011 and in August 2011 – its Secretary. Piotr Michalski started his professional career in Solidarność Chase D.T. Bank S.A., where he worked in the years 1993-1994. In 1994 he became a Senior Consultant in Warszawska Grupa Konsultingowa sp. z o.o. and subsequently he became its shareholder. From January 2000 to March 2001, Piotr Michalski worked as a Financial Manager in Grupa Zarządzającea FINLEX-Management sp. z o.o. From April 2001 to October 2002 he was employed in Kredyt Lease S.A., first as a Chief Specialist, then as the Risk Director. Since 2002 Piotr Michalski held the position of the Chairman of the Management Board, and then the Director of the Risk Management Department of the Bank. In 2004 he was appointed Director of the Controlling and Management Information Department in BRE Bank S.A. and held the position until 2010. From April 2010 to June 2011 he acted as the Director of the Risk Management Department of Bankowy Fundusz Leasingowy S.A. From July 2011 to January 2016 he was a Member of the Management Board in charge of Finance in Poczta Polska. He has worked for the Bank since 2011, when he was appointed Member and Secretary of the Supervisory Board.

In 1993 Piotr Michalski graduated from the Finance and Banking Department of the University of Łódź and obtained a Master’s degree. In 2012-2013 he participated in w Advanced Management Program at the IESE Business School of the University of Navarra.

Paweł Borys – appointed Member of the Supervisory Board in March 2011.

He started his professional career in 2000 as an Equity Market Analyst and Economist in Dom Inwestycyjny Erste Securities Polska S.A. From 2001 to 2004 he was an Assistant Lecturer in the Capital Market Department of Warsaw School of Economics. From 2001 to 2005 he worked for Deutsche Bank Group entities – DWS Polska TFI S.A. and Deutsche Asset Management S.A. as an Equity Market Analyst, Equity Market Manager and the Director of the Investment Department. In 2005 Paweł Borys became the Managing Director and subsequently the Deputy Chairman of the Management Board of AKJ Capital S.A. In the years 2007-2010 he held the position of the Chairman of the Management Board of AKJ Investment TFI S.A. From June 2010 Paweł Borys worked in PKO BP S.A., where, initially, he was an Advisor to the Chairman and from October 2010 - the Managing Director of the Corporation Development and Investment Department. Currently, he holds the position of the Director of the Analysis and Strategy Department.

In 2001 Paweł Borys graduated from the Finance and Banking Department of Warsaw School of Economics and received a Master’s degree in economics.

Mariusz Czyżak – appointed Member of the Supervisory Board in March 2012.

Mariusz Czyżak started his professional career in 1998 in Poczta Polska, where he managed the works of the Council of Poczta Polska until 2001. From January 2001 to March 2002 Mariusz Czyżak was employed in the Polish Telecommunication Regulatory Office as an Organizational Department Head. From 2002 to 2006 he held the position of the Deputy Director of the Office for Administration and Human Resources in the Telecommunication and Post Regulatory Office and from 2004 to 2008 was a lecturer at Polonia University in Częstochowa. From 2006 he was the General Manager in the Office of Electronic Communications responsible for efficient operations of the Office, in particular for public procurement, public finance, HR management and managing projects co-financed with EU funds. In 2010 he was appointed associate professor at Executives Training University (Wyższa Szkoła Kadr Menedżerskich) in Konin.

In 1997 Mariusz Czyżak graduated from the Law, Canon Law and Administration Department at the John Paul II Catholic University of Lublin and received a Master’s degree and in 2003 he received his PhD in law. In 2000 he completed post-graduate studies in Management and Marketing at the Institute of Marketing and Advertising of the Pultusk Academy of Humanities, in 2001 – Organization and Management at the Military University of Technology and in 2003 – Control, Supervision and Internal Audit at Warsaw University. In 2010 he obtained an MBA title form Lazarski University. In 2012 Mariusz Czyżak participated in APMG International Prince2® Project Management Training and obtained Prince2® Foundation and Prince2® Practitioner certificates. He attended a number of training courses for instance in: operational risk management, project risk management, financial analysis, internal control in public finance and HR management.

Bogusław Grabowski – appointed Member of the Supervisory Board in July 2009.

He started his professional career in 1985 as an academic at the University of Łódź, for which he worked until the end of 2013. In 1989 Bogusław Grabowski was appointed a Chief Specialist of Powszechny Bank Gospodarczy w Łodzi S.A.  From February to July 1993 he acted as a Deputy Province Governor in charge of business issues, corporate governance and the Łódź region restructuring in the Provincial Office for Łódź. From 1991 to 1997 Bogusław Grabowski acted as an Advisor to the Chairman, the Chairman of the Management Board and then - the Deputy Chairman of LG Petrobank S.A. In the years 1998-2004 he was a member of the Monetary Policy Council in the National Bank of Poland. From 2003 to 2006 he held the position of the Chairman of the Management Board of Powszechne Towarzystwo Emerytalne – Skarbiec S.A., and subsequently – the same position in Skarbiec Towarzystwo Funduszy Inwestycyjnych S.A. (from 2006 to 2012), Skarbiec Asset Management Holding S.A. (from 2006 to 2013) and Skarbiec Holding sp. z o.o. (from 2012 to 2013). 

In 1984 Bogusław Grabowski received a Master’s degree from the Economics and Sociology Department of the University of Łódź and in 1991 he finished the University of Windsor in Canada. In 1993 Bogusław Grabowski received his PhD in Economics. In 1988 he completed Post-Graduate English Language Studies at the University of Łódź. From 1992 to 1993 he participated in Financial Markets Part 1&2 training courses provided by Austrian Bankers College International and in 2003 he attended the Seminar on Overview of Financial Sector Issues and Analysis organized by World Bank Financial Sector Learning Program.

Janusz Wojtas – appointed Member of the Supervisory Board in July 2011.

Janusz Wojtas commenced his professional career in Łódzki Bank Rozwoju S.A., which was acquired by Bank Inicjatyw Gospodarczych S.A., where he worked from May 1992 to December 1993 in the Bank Economics Department and the Monetary Economy Department finally holding the position of the Deputy Department Director. From 1994 to 1998 Janusz Wojtas worked for Powszechny Bank Gospodarczy S.A. (which became a part of the Pekao Capital Group in 1996) first as a Specialist, Account Manager, Deputy Director and Director of the Corporate Bank Department. From early 1999 to March 2005 he held top managerial positions in PKO BP. From 2002 to 2008 Janusz Wojtas was a Member of the Management Board of BRE Bank S.A. in charge of the Corporate Bank Department. From June 2011 to January 2016 he worked as a Member of the Management Board of Poczta Polska in charge of the organization and supervision over the Sales Department, Postal Services Department, Financial Services Department and Business Services Department. He has worked for the Bank since 2011, when he was appointed Member of the Supervisory Board.

In 1992 Janusz Wojtas graduated with honors from the Economics and Sociology Department of the University of Łódź and received a Master’s degree in economics and foreign trade organization. In 2008 he finished Advanced Management Program in IESE Business School at the University of Navarra.

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.

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 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.

Supervisory Board’s Meetings

The agenda and issues to be discussed during the Supervisory Board’s meetings held in 2015 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.

Audit Committee

The Audit Committee is a body 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 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 12 November 2015, 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 within the meaning of the Act 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, on dates determined by the Audit Committee Chairman, provided that the Audit Committee meetings take place before the Bank publishes financial statements for the period of 12 months, 6 months, the first and the third quarter. In certain cases additional meeting of the Audit Committee may be convened by the Chairman or the Deputy Chairman of the Supervisory Board.

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.

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 2015 the composition of the Audit Committee was the following:

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

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 resigns from his 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 a 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 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 November 2015, the Supervisory Board amended the Operating Rules of the Appointment Committee.

As at 31 December 2015 the composition of the Appointment Committee was the following:

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

In 2015 and by the date hereof, the Appointment Committee held four 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 which of them 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.

No other Supervisory Board committees were established.

Management Board

Appointing and dismissing Management Board Members

According to the Bank’s Charter, 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. At least a half of Management Board Members, including the Chairman of the Management Board, should be Polish residents and should 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.

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 Management Board of Bank Pocztowy as at 31 December 2015:

• Szymon Midera – Chairman of the Management Board,
• Paweł Spławski – Deputy Chairman of the Management Board,
• Hubert Meronk – 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. On 24 March 2015, the Polish Financial Supervision Authority gave its consent for the appointment of Szymon Midera to this position. Consequently, Szymon Midera assumed his duties as Chairman of the Management Board of the Bank on 25 March 2015.

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

On 12 November 2015 the Supervisory Board of the Bank appointed Paweł Spławski to the position of the Deputy Chairman of the Management of the Bank.

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 adopted a resolution to request for a consent of the Polish Financial Supervision Authority to appoint Magdalena Nawara to the position of a Member of the Management Board (the ninth term of office). Ms Nawara was supposed to be in charge of key risks.

In accordance with the resolution of the Supervisory Board of 17 December 2015, Magdalena Nawara was appointed to the position of a Member of the Management of Bank Pocztowy in change of key risks as of 1 March 2016. 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 Bank Pocztowy.

In accordance with the scope of responsibilities of the Management Board Members, Ms Magdalena Nawara, a Member of the Management is in charge of Risks and Operations, while Paweł Spławski, the Deputy Chairman of the Management Board – of Business, Finance and Treasury.

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

• Szymon Midera – Chairman of the Management Board,
• Paweł Spławski – Deputy Chairman of the Management Board,
• Hubert Meronk – Member of the Management Board,
• Magdalena Nawara – Member of the Management Board

Qualifications and professional experience of Management Board Members

Szymon Midera – Chairman of the Management Board
In charge of strategic management, appointed to act as the Chairman of the Management Board on 25 March 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 an universal 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 900 thousand),
- building the network of Microbranches of Bank Pocztowy (over 260 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 Program at INSEAD (Fontainebleau, France).

Paweł Spławski – Deputy Chairman of the Management Board

In charge of Business and Treasury. Appointed Member of the Management Board in May 2014 and Deputy Chairman of the Management Board Member in November 2015.

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). 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 15 years of experience in banking, demonstrating high skills in: finance, operational and cost optimization and business analytics.

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 (Association of Chartered Certified Accountants) certificate. In 2014 he completed the Management Development Program managed by Ican Institute. He continued management education in INSEAD Business School, where he finished Advanced Management Program in 2015.

Hubert Meronk – Member of the Management Board

In charge of business support, i.e.: IT, administration, 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 its 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.

Magdalena Nawara – Member of the Management Board

In charge of Risk and Operations. Appointed the Management Board Member on 1 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. In March 2016 Magdalena Nawara was appointed Management Board Member. Before, for over ten years (1999-2011) she worked in Bank BPH in risk management and liquidity management as a Market Risk Team Manager and Liquidity and Treasury Controlling Manager participating in merger and spin-off processes in the Bank.

Substantial banking experience enable her to efficiently manage processes, operations and risks in projects carried out by the Bank and to lead risk optimization for products offered to clients of Bank Pocztowy.

She graduated from the Finance and Banking Department at Cracow University of Economics.
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 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.

Operations

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.

55 meetings of the Management Board were held in 2015. In its works the Management Board focused mainly on the capital injection to the Bank and the revision of strategic assumptions, including the change in the business model and aligning the Bank’s strategy with the new development objectives of the Poczta Polska Capital Group.

As a result of works carried out by the Management Board, a new vision and development strategy of Bank Pocztowy for the years 2015-2018 was developed and the Bank's Financial Plan for 2015 was revised. Both documents were approved by the Supervisory Board of the Bank.

At the same time the Bank was transformed internally thanks to the implementation of the new organizational culture, i.e. CODE, based on the change in the way the staff thinks and behaves, which ensures efficient strategy implementation and gaining specified strategic objectives.

The Management Board reorganized the Bank's structures, having adjusted them to the target model.

At the same time, the Management Board actively participated in works related to mobile banking development and monitored progress of the remaining strategic initiatives of the Bank.

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.

Fulfilling its prudent and stable management obligations, the Management Board of the Bank actively participated in risk management at a strategic level and in managing various risks in the Bank and the Group.

During its Meetings the Management Board discussed periodic reports regarding areas supervised by individual Management Board members as well as internal regulations whose implementation or amendment was necessary to align them with regulations, good banking practice, including amendments to the banking law and related acts in 2015.

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 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 2015, 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 Board and Supervisory Board of the Bank amounted to PLN 1.8 million vs. PLN 1.5 million in the prior year.

Remuneration paid to members of the Management and Supervisory Board (PLN’000)
		2015	2014
Management Board		1 584	1 310
	Short-term employee benefits (payroll, bonuses and payroll charges)	1 134	1 063
	Termination benefits	450	247
Supervisory Board		172	151
	Short-term employee benefits (payroll, bonuses and payroll charges)	172	151
Total		1 756	1 461