Supervisory Board

As at 31 December 2017, the Bank’s Supervisory Board consisted of:

No.NameFunctionDate of appointment
1.Piotr SadownikChairman of the Supervisory Boardappointed to the Supervisory Board on 25 February 2016 for the previous joint term, which commenced on the day of the Annual General Meeting convened for 26 J une 2014. T he entity, authorized to exercise the rights carried b y the shares held b y the State T reasury, a s the Authorized Shareholder, appointed Piotr Sadownik Chairman of the Supervisory Board. Reappointed to the Supervisory Board on 22 J une 2017 for the current joint term, which commenced on the day of the Annual General Meeting convened for 22 J une 2017. T he entity authorized to exercise the rights carried b y the shares held b y the State T reasury, a s the Authorized Shareholder, appointed Piotr Sadownik Chairman of the Supervisory Board
2.Grażyna CiurzyńskaVice-Chair of the Supervisory Boardappointed to the Supervisory Board on 30 J une 2016 for the previous joint term, which commenced on the day of the Annual General Meeting convened for 26 J une 2014. T he entity, authorized to exercise the rights carried b y the shares held b y the State T reasury, a s the Authorized Shareholder, appointed Grażyna Ciurzyńska ViceChair of the Supervisory Board. Reappointed to the Supervisory Board on 22 J une 2017 for the current joint term, which commenced on the day of the Annual General Meeting convened for 22 J une 2017. T he entity authorized to exercise the rights carried b y the shares held b y the State T reasury, a s the Authorized Shareholder, appointed Grażyna Ciurzyńska Vice-Chair of the Supervisory Board.
3.Zbigniew HajłaszSecretary of the Supervisory Boardappointed to the Supervisory Board on 30 J une 2016 for the previous joint term, which commenced on the day of the Annual General Meeting convened for 26 J une 2014. E lected the Secretary of the Supervisory Board on 14 J uly 2016. Reappointed to the Supervisory Board on 22 J une 2017 for the current joint term, which commenced on the day of the Annual General Meeting convened for 22 J une 2017. O n 24 August 2017, reappointed Secretary of the Supervisory Board.
4.Mariusz AndrzejewskiMember of the Supervisory Boardappointed to the Supervisory Board on 22 J une 2017 for the current joint term, which commenced on the day of the Annual General Meeting convened for 22 J une 2017.
5.Mirosław BarszczMember of the Supervisory Boardappointed to the Supervisory Board on 25 February 2016 for the previous joint term, which commenced on the day of the Annual General Meeting convened for 26 J une 2014. Reappointed to the Supervisory Board on 22 J une 2017 for the current joint term, which commenced on the day of the Annual General Meeting convened for 22 J une 2017.
6.Adam BudnikowskiMember of the Supervisory Boardappointed to the Supervisory Board on 25 February 2016 for the previous joint term, which commenced on the day of the Annual General Meeting convened for 26 J une 2014. Reappointed to the Supervisory Board on 22 J une 2017 for the current joint term, which commenced on the day of the Annual General Meeting convened for 22 J une 2017.
7.Wojciech JasińskiMember of the Supervisory Boardappointed to the Supervisory Board on 25 February 2016 for the previous joint term, which commenced on the day of the Annual General Meeting convened for 26 J une 2014. Reappointed to the Supervisory Board on 22 J une 2017 for the current joint term, which commenced on the day of the Annual General Meeting convened for 22 J une 2017.
8.Andrzej KisielewiczMember of the Supervisory Boardappointed to the Supervisory Board on 25 February 2016 for the previous joint term, which commenced on the day of the Annual General Meeting convened for 26 J une 2014. Reappointed to the Supervisory Board on 22 J une 2017 for the current joint term, which commenced on the day of the Annual General Meeting convened for 22 J une 2017.
9.Elżbieta Mączyńska - ZiemackaMember of the Supervisory Boardreappointed to the Supervisory Board on 26 J une 2014 for the previous joint term, which commenced on the day of the Annual General Meeting convened for 26 J une 2014. Reappointed to the Supervisory Board on 22 J une 2017 for the current joint term, which commenced on the day of the Annual General Meeting convened for 22 J une 2017
10.Janusz OstaszewskiMember of the Supervisory Boardappointed to the Supervisory Board on 25 February 2016 for the previous joint term, which commenced on the day of the Annual General Meeting convened for 26 J une 2014. Reappointed to the Supervisory Board on 22 J une 2017 for the current joint term, which commenced on the day of the Annual General Meeting convened for 22 J une 2017.
11.Jerzy PaluchniakMember of the Supervisory Boardappointed to the Supervisory Board on 22 J une 2017 for the current joint term, which commenced on the day of the Annual General Meeting convened for 22 J une 2017.

The Supervisory Board of PKO Bank Polski SA consists of 5 to 13 members each appointed for a three-year term of office. Members of the Supervisory Board shall be appointed and dismissed by the General Meeting of Shareholders.

On 22 June 2017, the State Treasury, as an Entitled Shareholder, based on § 11 section 1 of the Bank’s Articles of Association, set the number of Members of the Supervisory Board at 11, of which the Bank notified in current report no. 23/2017. As at 31 December 2017, the Supervisory Board consisted of 11 persons.

The current term of office of Members of the Supervisory Board started on 22 June 2017.

Composition of the Supervisory Board of PKO Bank Polski SA as at 31 December 2017

Piotr Sadownik – Chair of the Bank’s Supervisory Board
Member of the Supervisory Board since 25 February 2016.

On 22 June 2017, he was re-appointed to the Supervisory Board for the current term of office, and on the same day, the State Treasury appointed him Chair of the Supervisory Board.		Graduated from the University of Warsaw’s Faculty of Law and Administration and the University of Paris II Panthéon-Assas. Admitted to the Warsaw Bar in 1996. In 1993, he started his professional career in the Warsaw office of the law firm Gide Loyrette Nouel.

Currently, he is a partner in the Warsaw office of Gide Loyrette Nouel where he heads the Dispute Resolution, Infrastructure, Public Law and Intellectual Property departments.

He represents the law firm’s customers in court disputes and advises both Polish companies and international investors on infrastructure and public procurement projects. He also specializes in intellectual property law.

He is recommended by Legal 500 EMEA and Chambers Europe in dispute resolution. Legal 500 also recommends him for energy and natural resources as well as intellectual property. Member of the Supervisory Board of Bank Ochrony Środowiska SA.
Grażyna Ciurzyńska – Deputy Chair of the Supervisory Board
Member of the Supervisory Board since 30 June 2016.

On 22 June 2017, she was re-appointed to the Supervisory Board for the current term of office, and on the same day, the State Treasury appointed her Deputy Chair of the Supervisory Board.		Graduated from the Foreign Trade Faculty of the Warsaw School of Economics and Post-graduate Studies in European Banking Law at the Institute of Law Studies of the Polish Academy of Sciences. In 1991, she began her professional career in government administration, in the Ministry of Ownership Transformations.

Since 1996, for 20 years, she has been working within the banking sector. She held managerial positions in the corporate business area of Powszechny Bank Kredytowy SA and Kredyt Bank SA, supervising, among other things, cooperation with strategic customers and the development of enterprise financing programmes. Subsequently, as a director in the retail area of Bank BGŻ SA, she was responsible for the retail business strategy, sales and pricing policy, bancassurance development, sales network management, designing and implementing products. She also served as an advisor to the President of the Management Board of the Bank.

Since 2007 she has been focusing on the banking payments and cards market. As a department director at Bank BGŻ SA and then at Bank BGŻ BNP Paribas SA, she was responsible for the card activity, cooperation with international payment organizations and providers of card technologies and services.

Moreover, she was a member of the Executive Committee of the Council of Banking Card Issuers and previously the Executive Committee of the Council of Cash Management at the Polish Bank Association. For more than 15 years she was involved in teaching and research at the Warsaw School of Economics, in the Institute of International Economic Relations.

Currently, she is a Department Director at the Ministry of Development and Technology, coordinating the implementation of the investment policy as well as service processes and cooperation with Polish and foreign investors and financial institutions.
Zbigniew Hajłasz – Secretary of the Supervisory Board
Member of the Supervisory Board since 30 June 2016.

On 22 June 2017, he was re-appointed to the Supervisory Board for the current term of office.

On 24 August 2017, he was re-appointed Secretary of the Supervisory Board.		Expert with hands-on experience and consultant specializing in management and development. Has over 20 years’ experience in managing commercial companies and as an analyst and expert in planning, management and development of financial institutions, industrial restructuring, privatization and international projects. Academic degrees: MPhil in Economics (London University, 2002) and M.Sc. Eng. in Mathematics (Wrocław University of Technology, 1982).

In 1993–96 and since 2005 – academic lecturer (Wrocław University of Technology, University of Wrocław, Academy of Fine Arts in Wrocław). Since August 2011 – President of the Management Board of Zakład Gospodarki Komunalnej sp. z o.o. in Św. Katarzyna (winner in the Business Gazelles ranking in 2015 and 2016); since January 2016 – Deputy Chairman of the Supervisory Board of Polskie Radio SA.

He has held, among other things, the following positions: Director of the Department of Economic Development at the Voivodeship Office in Wrocław (1991–1993); Director of the Regional Privatization Office of Bank BWP SA (1994–1996), Vice-President of the Management Board of Wrocławska Agencja Rozwoju Regionalnego SA – Managing Director, President of the Management Board of PRW SA in Wrocław, President of the Management Board of TBS sp. z o.o. in Głogów, and Director of the OPDRO Project Coordination Office.

He was a member of the Supervisory Boards of state-owned companies and companies with the participation of local government authorities, such as: Dolnośląskie Konsorcjum Handlowo-Finansowe SA in Wrocław, Polskie Radio Wrocław SA in Wrocław, TBS sp. z o.o. in Lubin (the best social building society in Poland in the BGK ranking), Siechnicka Inwestycyjna Spółka Komunalna sp. z o.o., and Polskie Radio SA. Author of expert opinions for the Sejm (the Polish Parliament), Government of the Republic of Poland and for financial institutions.
Mariusz Andrzejewski – Member of the Supervisory Board
On 22 June 2017, he was appointed to the Supervisory Board for the current term of office.Professor at the Kraków University of Economics, Dean of the Faculty of Finance and Law and Head of the Department of Financial Accounting. Holds a full doctoral degree in economics. Since 2013 he has been also working as associate professor at the School of Banking and Management in Kraków.

He majored in accounting at the Faculty of Management at the Kraków University of Economics (CUE), automatics and robotics, specializing in artificial intelligence, and computer science at the Faculty of Electrical Engineering, Automatics and Electronics at the AGH University of Science and Technology in Kraków. During his studies, he was a three-time recipient of a scholarship of the Ministry of National Education. In 2001, within the framework of the grant awarded by KBN (the State Committee for Scientific Research), he prepared and completed a doctoral thesis entitled “Information disclosure requirements for listed companies in Poland vs. global requirements.”

He obtained business experience while sitting on supervisory boards of companies including: Tauron Sprzedaż Sp. z o.o., Zakłady Chemiczne Alwernia SA, Kombinat Koksochemiczny Zabrze SA, Północ Nieruchomości SA (company listed on NewConnect), PolRest SA (a company listed on the Warsaw Stock Exchange), Media Nieruchomości SA, Przedsiębiorstwo Inżynierii Miejskiej Sp. z o.o. in Czechowice-Dziedzice, AWSA Holland II BV. He was also President of the Management Board of Altair Sp. z o.o., Member of the Management Board in charge of finance of TBS Złocień Sp. z o.o. and advisor to the Management Board at the Institute of Business Law and Foreign Investments (Instytut Prawa Spółek i Inwestycji Zagranicznych – IPSiZ Sp. z o.o.). He was an Arbitrator at the Arbitration Court at the Polish Financial Supervision Authority. Currently he is Chairman of the Supervisory Board of PKP PLK SA. In 2005–2006 he was Undersecretary of State in the Ministry of Finance.

He is a member of the Polish Economic Society (PTE) and the Main Board of the Accountants Association in Poland. He is also a member of the European Accounting Association (EAA), the International Association for Accounting Education & Research (IAAER) and the Scientific Council of SKwP.
Mirosław Barszcz – Member of the Supervisory Board
Member of the Supervisory Board since 25 February 2016.

On 22 June 2017, he was re-appointed to the Supervisory Board for the current term of office.		Graduated from the Catholic University of Lublin with an M.A. in Law. Currently, he is President of the Management Board of BGK Nieruchomości SA. From 2014 to 2016, he was an advisor in the Strategy Department at PGNiG SA. From 2013 to 2014, he was an independent advisor in strategy, finances, negotiations, project management and change management. He has extensive professional experience gained in audit firms (1996–1997 Ernst & Young, 1998–2001 Arthur Andersen, 2001–2004 PricewaterhouseCoopers), law firms (2005 Baker & McKenzie, 2008–2013 GWW Legal) and government administration (2005–2006 Undersecretary of State in the Ministry of Finance, 2007 – Minister of Construction, 2011–2013 advisor to the Minister of Justice). He completed over 30 training courses (organized by Ernst & Young, Arthur Andersen, PricewaterhouseCoopers), including training in taxes, finance, human resources management, negotiations, project management, change management, cultural differences, and communication. He has consulting experience in many industries, including finance, information technology, telecommunications, energy, construction, real estate development, pharmaceutical, manufacturing, banking, commerce, logistics, and tourist industries. He participated in various projects pertaining to government administration.
Adam Budnikowski – Member of the Supervisory Board
Member of the Supervisory Board since 25 February 2016.

On 22 June 2017, he was re-appointed to the Supervisory Board for the current term of office.		In 1971 graduated from the Higher School of Economics in Poznań (currently Poznań University of Economics and Business) with an M.Sc. in the economics of foreign trade. In 1975, he completed his doctoral thesis at the Faculty of Foreign Trade of the former Main School of Planning and Statistics (currently the Warsaw School of Economics). In 1983 was awarded a full doctorate at the same faculty. In 1992, he was awarded the title of professor of economic sciences by the President of the Republic of Poland.

Since the beginning, his professional career has been connected with Warsaw School of Economics. He started working at the Warsaw School of Economics as an assistant in the Institute of International Trade Relations, in 1974. In subsequent years, together with successive academic degrees, he was promoted to assistant professor, associate professor, and finally to full professor. In 1996, he was elected Dean of the World Economy College of the Warsaw School of Economics and held that position for two consecutive terms of office until 2002. In 2005, he was elected Chancellor of the Warsaw School of Economics, and on 5 March 2008 he was re-elected for the second term of office for the years 2008–2012. Since 2012, he has yet again been Dean of the World Economy College of the Warsaw School of Economics.

During his professional career, he has also collaborated with other academic and educational institutions, including the Polish Academy of Sciences, the Polish Economic Society, the Institute for Business Cycles and Prices in International Trade (was Deputy Director of the Institute in 1992–1993), the Catholic University of Lublin, Radom Academy of Economics, Academy of Diplomacy in Warsaw, and the National School of Public Administration. Since 2001 he has been a member of the Association of Polish Economists, and since 2012 – a member of the Executive Committee of the Economic Sciences Board of the Polish Academy of Sciences. Member of the Board of the Sławomir Skrzypek Foundation.

During his academic and research career, he has frequently lectured and been a visiting researcher at Western universities. He was, among other things, a Fulbright scholar, and in 1996 he took part in the World Bank’s missions in Turkey and Romania.

His main areas of academic interest are related to international business. They include, among other things, international business relations (with a special emphasis on trade policy and international finances), transformation in Central and Eastern Europe, and environmental protection policy.
Wojciech Jasiński – Member of the Supervisory Board
Member of the Supervisory Board since 25 February 2016.

On 22 June 2017, he was re-appointed to the Supervisory Board for the current term of office.		Graduated from the University of Warsaw’s Faculty of Law and Administration (1972).From 1972 to 1986, he worked in Płock, among other things, at the National Bank of Poland, the Branch in Płock, at the Town Hall, also as legal counsel in the Tax Chamber. In 1990–1991, he established the local government structures in the Płockie Voivodeship, as a Representative of the Government Plenipotentiary for Local Government Reform. From 1992 to 1997 he worked in the Supreme Audit Office (NIK), as director of the NIK Branch Office in Warsaw, Finance and Budget Team, and State Budget Department. In 1997–2000, he was a member and then President of the Management Board of Srebrna, a company with its registered office in Warsaw. He was a member of the Supervisory Board of Bank Ochrony Środowiska in 1998–2000. From September 2000 to July 2001 he was Undersecretary of State at the Ministry of Justice. In 2006–2007, he was Minister of the State Treasury.Since 2001, he has been a member of the Polish Parliament (during the 4th, 5th, 6th, 7th and 8th terms of office) where he was Chairman of the Standing Subcommittee for the Banking System and Monetary Policy, Chairman of the Economy Committee, and Chairman of the Public Finance Committee. He was also a member of the State Treasury Committee in the Sejm.President of the Management Board of PKN Orlen SA since 16th December 2015 till 5th February 2018.
Andrzej Kisielewicz – Member of the Supervisory Board
Member of the Supervisory Board since 25 February 2016.

On 22 June 2017, he was re-appointed to the Supervisory Board for the current term of office.		Professor of Mathematical Sciences. He works at the University of Wrocław, at the Faculty of Mathematics and Computer Science. He obtained his full doctoral degree from the University of Wrocław, and was awarded a Ph.D. in mathematical sciences from the Polish Academy of Sciences. Graduated from the University of Wrocław. He gained his professional experience in various academic centres, including: the University of Opole, Vanderbilt University (Nashville, USA), Polish Academy of Sciences, Technische University (Darmstadt, Germany), The University of Manitoba (Winnipeg, Canada), Wrocław University of Technology. He has experience as a member of supervisory boards. He is the author of more than 60 academic publications in foreign journals on mathematics, logistics and computer science as well as many books (e.g. ‘Sztuczna inteligencja i logika’ [Artificial Intelligence and Logic], ‘Wprowadzenie do informatyki’ [An Introduction to Computer Science], etc.). He is also the author of many opinions, reviews and expert opinions, including for the National Science Centre and the European Commission. His research interests include the application of mathematics, logic and computer science in practice, artificial intelligence, business intelligence, informatization and argumentation theory.
Elżbieta Mączyńska-Ziemacka – Member of the Supervisory Board
Member of the Supervisory Board since 20 June 2013.

On 22 June 2017, she was re-appointed to the Supervisory Board for the current term of office.		Graduated from the University of Warsaw (Political Economy Department, specialization: econometrics). Professor PhD in economic sciences, employed at the Institute of Economic Sciences of the Polish Academy of Sciences (since 1990) and the Warsaw School of Economics (since 1998) as Head of the Department of Research of Enterprise Bankruptcy at the Institute of Corporate Finance and Investments at the Collegium of Business Administration of the Warsaw School of Economics (since 2008) and the Head of Postgraduate Studies: “Property Valuation.” Chair of the Economic Strategic Thinking Committee of the Ministry of Economy (since 14 June 2013), President of the Polish Economic Society (since 2005), and member of the Executive Committee of the “Poland 2000 Plus” Forecast Committee and the Committee of Economic Sciences of the Polish Academy of Sciences (since 2011). Member of the National Development Council.

In 1994–2005, academic secretary and member of the Executive Committee of the Social and Economic Strategy Council of the Council of Ministers. In 2005–2007, independent member of the Supervisory Board of BGŻ; in 1996–1998 independent member of the Supervisory Board of Polski Bank Rozwoju; in 1990–1991 advisor and consultant to the Polish-Swedish limited liability company SWEA SYSTEM. She has completed academic and research internships, among others, in Germany (University of Mannheim) and Austria (WIIW, Wirtschaftsuniversität Wien). Three-time recipient of a DAAD scholarship. Author, co-author and editor of approx. 200 publications and expert opinions in the area of economic analysis, finance and enterprise appraisal, as well as in the area of economic systems and strategies of social and economic development. Member of the Editorial Committee of the bi-monthly “Ekonomista” published by the Polish Economic Society and the Committee of Economic Sciences of the Polish Academy of Sciences, member of the Editorial Board of the quarterly “Kwartalnik Nauk o Przedsiębiorstwie” published by the Collegium of Business Administration of the Warsaw School of Economics, member of the editorial team of the quarterly International Journal of Sustainable Economy (IJSE), Inderscience Publishers Editorial Office, UK.
Janusz Ostaszewski – Member of the Supervisory Board
Member of the Supervisory Board since 25 February 2016.

On 22 June 2017, he was re-appointed to the Supervisory Board for the current term of office.		Director of the Institute of Finance, Head of the Faculty of Finance in 2001–2013, a member of the Senate of the Warsaw School of Economics, a renowned expert in finance. In 2005–2012, he was Dean of the College of Management and Finance for two terms of office.

Graduated from the Main School of Planning and Statistics in 1978. In 1982, completed his doctoral thesis at the Faculty of Internal Trade of the former Main School of Planning and Statistics (currently the Warsaw School of Economics). In 1990 was awarded a full doctoral title at the same faculty. In 1992, he was awarded the title of the professor of economic sciences by the President of the Republic of Poland.

He completed post-graduate studies in finance and management at Scuola Superiore Enrico Mattei in Milan. His main areas of research include corporate operations, corporate financial management and strategy. This is reflected in the courses he has taught for many years: corporate finance, finance, management, and in numerous teaching materials and books he has published. His considerable academic achievements include over 140 various types of academic papers, including 40 books. So far, 22 people have written and defended their PhD theses under his tutelage. His knowledge of finance was further developed during several years of work at the Ministry of Finance, as Director of the Property Matters Department and his subsequent professional activity as an advisor to the President of Kredyt Lease SA – a company of the Kredyt Bank SA Group – and his work in the Finance Office of the Chancellery of the Polish Parliament. Member of the Board of the Sławomir Skrzypek Foundation.
Jerzy Paluchniak – Member of the Supervisory Board
On 22 June 2017, he was appointed to the Supervisory Board for the current term of office.Graduated from the Wrocław University of Economics, Faculty of Management and Information Technology, Management and Marketing Department, specializing in corporate management. Since 2003 a Certified Internal Auditor (CIA). In 2005, he obtained the licence of a statutory auditor (no. 10649) and passed all ACCA exams.

From 1999 to 2000 he gained professional experience as an assistant brand manager with Zielona Budka Zbigniew Grycan S.A. In 2000, he continued his professional career in the Wrocław-based audit division of Arthur Andersen/Ernst&Young, holding positions from assistant to manager (promoted to manager in 2005).

From 2007 to January 2016 he worked for the Wrocław-based audit division of KPMG where he was promoted to senior manager in 2008. Apart from working as a key certified auditor in financial audit engagements, he assumed managerial roles in projects related to process reviews and audits, the implementation of an internal audit function and forensic audit engagements. He received the title of Certified Trainer from KPMG. He conducted training courses in auditing, accounting as well as personal and interpersonal skills for clients and employees of KPMG as well as handling corporate social responsibility issues in KPMG’s Wrocław Office.

From 2016 to 2017 he was a member of the Supervisory Board and of the Supervisory Board Audit Committee of PZU SA.

In 2016–2017, he also worked for Tauron Polska Energia SA as the Executive Director of Internal Audit in charge of the internal audit area in all the subsidiaries of the Tauron Polska Energia SA Group, where he effected a thorough change of the internal audit function, aligning it with the new business model of the Tauron Group. Since 4 September 2017, he works as Director of the Audit and Risk Analysis Office in Agencja Rozwoju Przemysłu SA.

Additionally, since 2010, member of the Regional Statutory Auditor Council in Wrocław. Member of the Supervisory Board of IDA Management sp. z o.o. since 23 November 2017.

Changes in the composition of the Supervisory Board in 2017

On 22 June 2017, the Extraordinary General Meeting of Shareholders of PKO Bank Polski SA dismissed Mr Piotr Sadownik, Mrs Grażyna Ciurzyńska, Mr Zbigniew Hajłasz, Mr Mirosław Barszcz, Mr Adam Budnikowski, Mr Wojciech Jasiński, Mr Andrzej Kisielewicz, Mrs Elżbieta Mączyńska-Ziemacka and Mr Janusz Ostaszewski as members of the Supervisory Board, and then re-appointed the aforementioned persons to the Supervisory Board of PKO Bank Polski SA for the next joint term of office of the Supervisory Board that started as of the day of the Annual General Meeting of Shareholders convened for 22 June 2017. Additionally, on 22 June 2017, the Annual General Meeting of Shareholders of PKO Bank Polski SA appointed Mr Mariusz Andrzejewski and Mr Jerzy Paluchniak to the Supervisory Board of PKO Bank Polski SA for the next joint term of office of the Supervisory Board that started as of the day of the Annual General Meeting of Shareholders convened for 22 June 2017.

The entity entitled to exercise rights on shares held by the State Treasury, as an Entitled Shareholder, set the number of Members of the Supervisory Board of PKO Bank Polski SA at 11.

In accordance with the declarations made by Members of the Supervisory Board, Piotr Sadownik, Zbigniew Hajłasz, Mariusz Andrzejewski, Mirosław Barszcz, Adam Budnikowski, Andrzej Kisielewicz, Elżbieta Mączyńska-Ziemacka and Janusz Ostaszewski meet the criteria of independence for members of a supervisory board specified in the Best Practice for GPW Listed Companies 2016. The remaining Members of the Supervisory Board, i.e. . Grażyna Ciurzyńska, Wojciech Jasiński and Jerzy Paluchniak declared they did not meet the criteria of independence vis-à-vis the Bank and major related entities of the Bank.

Principles of the functioning of the Supervisory Board

The Supervisory Board functions based on generally applicable legal regulations, the Articles of Association and the Rules passed by the Supervisory Board and approved by the General Meeting of Shareholders. Meetings of the Supervisory Board are held at least once a quarter.

The Supervisory Board adopts resolutions by an absolute majority of votes, in the presence of at least half of the Members of the Supervisory Board, including the Chair or Deputy Chair of the Supervisory Board, except for resolutions specified in the Articles of Association of the Bank concerning those matters that are to be accepted by, apart from the quorum indicated, a qualified majority of 2/3 of the total votes. Those members of the Supervisory Board to whom the given voted matter relates are excluded from the vote.

The works of the Supervisory Board is managed by the Chair, and in his absence – by the Deputy Chair. The Chair represents the Supervisory Board before all other authorities of PKO Bank Polski, supervisory authorities and other persons.

Competencies of the Supervisory Board

In addition to authorizations and duties stipulated by generally applicable legal regulations and the provisions of the Articles of Association of PKO Bank Polski SA, the competencies of the Supervisory Board include passing resolutions pertaining, in particular to:

  • approving the strategy of PKO Bank Polski SA and the annual financial plan accepted by the Management Board;
  • approving the risk management strategy adopted by the Management Board and acceptance of the overall risk tolerance level;
  • appointing an entity to conduct the audit or review of the financial statements and giving consent to concluding contracts with such entity or its related entities;
  • passing the Rules:
    • of the Supervisory Board;
    • specifying the principles for granting loans, advances, bank guarantees and warranties to a member of the Management Board, the Supervisory Board and a person holding a managerial position in the Bank, and to entities related by capital or organisation with these persons;
  • appointing and dismissing the President of the Management Board, Vice-Presidents and other Members of the Management Board, as well as suspending Members of the Management Board and delegating Members of the Supervisory Board to temporarily carry out the duties of Members of the Management Board;
  • approving the Rules of the Management Board, and principles for managing special funds created from net profit, and the Organisational Rules of the Bank;
  • expressing prior consent to acts which meet specific criteria, including, among other things, purchasing and selling tangible fixed assets and real estate, establishing a company, taking up or acquiring shares, concluding transactions between PKO Bank Polski SA and a shareholder holding at least 5% of the total number of votes in the Bank or with a related entity;
  • applying to the Polish Financial Supervision Authority for consent to the appointment of the President of the Management Board and a Management Board member supervising the management of risk material to the Bank’s activities, and to entrusting the function of Management Board member supervising the management of risk material to the Bank’s activities to a current Management Board member who has not supervised the management of this risk;
  • evaluation of the functioning of the Bank’s remuneration policy and submission of a report in this regard to the Annual General Meeting of Shareholders;
  • opinion on the application of “Principles of Corporate Governance for supervised institutions” by the Bank.

Committees of the Supervisory Board

In accordance with the Bank’s Articles of Association, the Supervisory Board appoints from among its members an Audit Committee, and a Remuneration Committee. The Supervisory Board may also appoint other committees from among its members.

In line with the Rules of the Supervisory Board, it is entitled to appoint, and in cases, when the provisions of the law require, it appoints standing committees whose members act as members of the Supervisory Board delegated to fulfil certain supervisory activities in the Bank. In particular, the Supervisory Board appoints the following standing committees:

Audit Committee of the Supervisory Board
Tasks
  1. monitoring the financial reporting process including the review of interim and annual financial statements of the Bank and the Bank Group (standalone and consolidated);
  2. monitoring the effectiveness of the internal control system, including with respect to financial reporting;
  3. monitoring the activities of the Internal Audit Department and the level of remunerations of the director and employees of the Internal Audit Department;
  4. monitoring the activities of the Compliance Department and the remuneration level of the director and employees of the Compliance Department, as well as approving the level of remuneration of the director of the Compliance Department;
  5. monitoring the effectiveness of the risk management system with respect to financial reporting, in particular by analysing information received from the Risk Committee;
  6. monitoring the financial audit activities, in particular performance of the audit by the audit firm, taking into account any conclusions and findings of the Audit Supervision Committee referred to in the Act on statutory auditors, resulting from the inspection carried out at the audit firm;
  7. verifying and monitoring the independence of the statutory auditor and the audit firm carrying out the audit of the financial statements, in particular when the audit firm provides services other than audit to the Bank and companies of the Bank Group;
  8. obtaining an annual declaration of independence of the audit firm, referred to in Article 6 section 2 letter a of Regulation no. 537/2014;
  9. obtaining a declaration, included in the audit report, that no prohibited non-audit services were provided;
  10. obtaining information on the scope of services provided to the Bank and companies of the Bank Group, as well as an analysis in view of compliance with the requirement of Article 4 section 2 of Regulation no. 537/2014;
  11. ensuring compliance with the applicable legal regulations pertaining to rotation and a cooling-off period of the audit firm and the key statutory auditor;
  12. discussing with the audit firm threats to the independence of the audit firm or the key statutory auditor, as well as safeguards applied to mitigate these threats in the case specified in Article 4 section 3 of Regulation no. 537/2014.
Composition of the Committee

As at 31 December 2017		Zbigniew Hajłasz (Chair of the Committee),
Grażyna Ciurzyńska (Deputy Chair of the Committee),
Mariusz Andrzejewski (member of the Committee),
Andrzej Kisielewicz (member of the Committee),
Janusz Ostaszewski (member of the Committee),
Jerzy Paluchniak (member of the Committee),
Piotr Sadownik (member of the Committee).
Remuneration Committee
TasksExpressing opinions on monitoring the remuneration policy adopted by the Bank and supporting the Bank’s authorities in developing and implementing this policy. In particular, the Committee shall be responsible for the performance of the following tasks:

  1. expressing opinions on the general rules to be approved by the Supervisory Board of policy of variable components of the remunerations of persons in managerial positions, within the meaning of § 28 section 1 of Resolution No. 258/2011 of the Polish Financial Supervision Authority of 4 October 2011 on detailed principles of the functioning of the risk management system and internal control system and detailed conditions of internal capital assessment by banks and of reviewing the process of internal capital assessment and maintenance and the principles of determining the policy on variable components of remuneration of persons holding managerial positions at a bank, including the amount of remuneration and components, having in mind sound and prudent risk management, capital and liquidity and with special attention to the long-term interests of the Bank itself and its shareholders and investors;
  2. conducting a periodical review of the general principles of the variable salary components policy for persons holding managerial positions at the Bank and presenting the results of the review to the Supervisory Board;
  3. presenting to the Supervisory Board proposals of principles for remunerating Members of the Management Board, including the variable salary components policy and basic salary of Members of the Management Board;
  4. presenting to the Supervisory Board proposals pertaining to appropriate forms of contracts with the Members of the Management Board;
  5. expressing opinions on motions for consent to a Member of the Management Board becoming involved in competitive business activities or participating in a competitive company as a shareholder of a civil law company, a partnership or as a member of a body in a corporation, or participating in another competitive legal person as a member of its body;
  6. expressing opinions on a report on the review of the variable remuneration component policy carried out by the Internal Audit Department;
  7. compiling a draft report evaluating the functionality of the remuneration policy in the Bank, to be presented to the General Meeting by the Supervisory Board.
Composition of the Committee

As at 31 December 2017		Piotr Sadownik (Chair of the Committee),
Grażyna Ciurzyńska (member of the Committee),
Wojciech Jasiński (member of the Committee)
Elżbieta Mączyńska-Ziemacka (member of the Committee),
Janusz Ostaszewski (member of the Committee).
Risk Committee
Tasks
  1. evaluating the overall current and future readiness of the Bank to take risks, taking into account the risk profile of the Bank Group, in particular expressing opinions on strategic limits of tolerance for individual types of risks for the Bank and the Bank Group, adopted by the Management Board, the approval of which falls within the competence of the Supervisory Board;
  2. expressing opinions on the Bank operational risk management strategy adopted by the Management Board, and information on the implementation of this strategy submitted by the Management Board, as well as other periodic reports on risk management and capital adequacy;
  3. expressing opinions on other resolutions of the Management Board pertaining to risk management and capital adequacy, the approval of which is the competence of the Supervisory Board;
  4. supporting the Supervisory Board in overseeing the implementation of the Bank operational risk management strategy by senior management;
  5. reviewing whether the price of assets and liabilities offered to customers fully envision the Bank’s business model and its strategy in terms of risk, and if these prices do not adequately reflect the risks in accordance with this model and this strategy, an indication of the directions of corrective measures to restore the adequacy of the price of assets and liabilities to the business model and risk strategy of the Bank; the Committee monitors the implementation of these actions by the Management Board;
  6. expressing opinions on solutions for reducing business risk with the use of the Bank’s property insurance and civil liability insurance for members of authorities and proxies of the Bank;
  7. ongoing monitoring of the risk management system and providing the Supervisory Board with information on the results of this monitoring;
  8. expressing opinions on the Bank’s information on risk management strategy and risk management system, addressed to the public;
  9. carrying out an annual review of the remuneration policy for employees of the Bank and the Bank Group, and in particular evaluating whether incentives arising from this policy and remuneration practice take into account risk, capital and liquidity, as well as the probability and time perspective of generating profits by a company of the Group, as well as approving the report on this review, submitted for information to the Supervisory Board;
  10. performing other tasks related to risk management in the Bank, allocated by the Supervisory Board.
Composition of the Committee

As at 31 December 2017		Andrzej Kisielewicz (Chair of the Committee),
Grażyna Ciurzyńska (Deputy Chair of the Committee),
Mariusz Andrzejewski (member of the Committee),
Adam Budnikowski (member of the Committee),
Elżbieta Mączyńska-Ziemacka (member of the Committee),
Jerzy Paluchniak (member of the Committee).
Strategy Committee
Tasks
  1. expressing opinions on the Bank’s strategy adopted by the Management Board, the approval of which is the competence of the Supervisory Board;
  2. supporting the Supervisory Board in overseeing the implementation of the strategy, in particular by analysing periodic information on the implementation thereof, presented by the Management Board;
  3. expressing opinions on strategic activities of the Bank, which require the prior consent of the Supervisory Board, in particular on their consistency with the binding strategy of the Bank;
  4. performing other tasks related to pursuing strategic objectives and key projects of the Bank, allocated by the Supervisory Board.
Composition of the Committee

As at 31 December 2017		Grażyna Ciurzyńska (Chair of the Committee),
Zbigniew Hajłasz (Deputy Chair of the Committee),
Mirosław Barszcz (member of the Committee),
Adam Budnikowski (member of the Committee),
Elżbieta Mączyńska-Ziemacka (member of the Committee),
Janusz Ostaszewski (member of the Committee),
Piotr Sadownik (member of the Committee).