The Supervisory Board

The Supervisory Board of PKO Bank Polski SA is composed of 5 to 13 members appointed for a joint term of office of three years. Members of the Supervisory Board are appointed and dismissed by the General Shareholders’ Meeting.

On 26 June 2014 the State Treasury, as the Eligible Shareholder, on the basis of § 11 clause 1 of the Bank’s Memorandum of Association determined the number of the Supervisory Board members to include 9 persons, of which the Bank informed in a Current Report No. 53/2014. As at 31 December 2016, the Supervisory Board of the Bank consisted of 9 persons.

The current term of office of all the Supervisory Board members started on 26 June 2014.

Composition of the Supervisory Board of PKO Bank Polski SA as at 31 December 2016

Piotr Sadownik - Chairman of the Bank’s Supervisory Board
On 25 February 2016 appointed for the current term of the Supervisory Board, on the same day appointed the Chairman of the Supervisory Board by the Minister of State Treasury.He is a graduate of the Faculty of Law and Administration at the University of Warsaw and of Pantheon-Assas University in Paris. In 1996, he obtained the title of legal attorney at the District Bar Council in Warsaw. He commenced his professional career in 1993 in the Warsaw office of the law firm Gide Loyrette Nouel. Currently, he is a partner heading the Dispute Resolution, Infrastructure, Public Law and Intellectual Property Departments at the Warsaw office of Gide Loyrette Nouel. 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 a lawyer recommended by the Legal 500 EMEA and Chambers Europe in dispute resolution. Moreover, the Legal 500 recommends him in the areas of energy and natural resources as well as intellectual property. Member of the Supervisory Board of Bank Ochrony Środowiska SA.  
Grażyna Ciurzyńska- Vice-Chairman of the Bank’s Supervisory Board
On 30 June 2016 appointed for the current term of the Supervisory Board, on the same day appointed the Vice-chairman of the Supervisory Board by the Minister of State Treasury.  She graduated from the Foreign Trade Department of the Warsaw School of Economics in Warsaw and Post-graduate Studies in European Banking Law of the Institute of Law Studies of the Polish Academy of Sciences. She started her career in 1991 in government administration, in the Ministry of Ownership Transformations. Since 1996 she has been working within the banking sector. She held managerial positions in the area of corporate business of PBK SA (currently Bank BPH SA) and Kredyt Bank SA, supervising, among other things, cooperation with strategic customers and the development of enterprise financing programmes. Next, as a director in the retail area of Bank BGŻ SA, she was responsible, among other things, for the creation of the retail activity 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 working within the banking payments and cards market. As a director of the department at Bank BGŻ SA and then at Bank BGŻ BNP Paribas SA, she was responsible for the area of card activity, cooperation with international payment organizations and providers of card technologies and services. Moreover, she was a member of the Presidium of the Council of Banking Card Issuers and previously the Presidium of the Council of Cash Management at the Polish Bank Association. For more than 15 years she was involved in teaching and research activity at the Warsaw School of Economics, at the Institute of International Economic Relations. Currently, she is Director of the Large Investment Support Department at the Ministry of Development, coordinating the investment policy, supervising cooperation with Polish and foreign investors and financial institutions.  
Zbigniew Hajłasz - Secretary of the Supervisory Board
On 30 June appointed for the current term of the Supervisory Board. On 14 July 2016 appointed the Secretary of the Supervisory Board.He is a practitioner and consultant in the field of management and development. He has over 20 years’ experience in managing commercial companies and as an analyst and practitioner in the field of planning, management and development of financial institutions, industrial restructuring, privatization and international undertakings. He took the following 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 – an academic lecturer (Wrocław University of Technology, University of Wrocław, the 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 – Vice-Chairman of the Supervisory Board of Polskie Radio SA. He has held, among other things, the following positions: Director of the Economic Development Department 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, among other things, Dolnośląskie Konsorcjum Handlowo - Finansowe SA in Wrocław, Polskie Radio Wrocław SA in Wrocław, TBS sp. z o.o. in Lubin (the best TBS (a social building society) in Poland in the BGK ranking), Siechnicka Inwestycyjna Spółka Komunalna sp. z o.o., and Polskie Radio SA. The author of expert opinions for the Sejm (the Polish Parliament) and the Government of the Republic of Poland and for financial institutions.
Mirosław Barszcz - Member of the Supervisory Board
On 25 February 2016 appointed for the current term of the Supervisory Board.  He graduated from the Catholic University of Lublin, where he took a degree in Master of Laws. He has extensive professional experience which he gained in audit companies (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 has participated in more than 30 training courses (organized by Ernst & Young, Arthur Andersen, PricewaterhouseCoopers), including in the field of taxes, finances, human resources management, negotiations, project management, change management, cultural differences, and communication. He has consulting experience in many industries, including financial, information technology, telecommunications, energy, construction, real estate development, pharmaceutical, manufacturing, banking, commerce, logistics, and tourist industries. He has worked on numerous projects on government administration. In 2013-2014, he was an independent advisor in the areas of strategy, finances, negotiations, project management, and change management. In 2014-2016, he was an advisor in the Strategy Department at PGNiG SA. Currently, he is President of the Management Board of BGK Nieruchomości SA.
Adam Budnikowski - Member of the Supervisory Board
On 25 February 2016 appointed for the current term of the Supervisory Board.He completed his M.Sc. studies in 1971 at the Higher School of Economics in Poznań (currently Poznań University of Economics and Business), taking a degree course in the economics of foreign trade. He received his doctoral degree in 1975 at the Faculty of Foreign Trade of the former Main School of Planning and Statistics (currently the Warsaw School of Economics). He obtained his post-doctoral degree at the same faculty in 1983. In 1992, the President of Poland awarded him the title of Professor of Economic Sciences. He has been with the Warsaw School of Economics ever since the beginning of his professional career. He began working at the School in 1974 as an assistant in the Institute of International Trade Relations. In the following years, as he was granted higher academic degrees, he was promoted to assistant professor, then to 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. He was elected Chancellor of the Warsaw School of Economics in 2005, 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 of Business Cycles and International Trade Prices (he 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 he has been a member of the Presidium of the Economic Sciences Board of the Polish Academy of Sciences. During his academic and research career, he has lectured and been a visiting researcher at Western universities many times. He was, among other things, a Fulbright scholar and in 1996 he took part in the World Bank’s missions in Turkey and Romania as a World Bank expert. 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
On 25 February 2016 appointed for the current term of the Supervisory Board.He graduated from the Faculty of Law and Administration at the University of Warsaw (1972). In 1972-1986, 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 organized the local government 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 held the position of 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 performed the following functions: 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 at the Parliament. On 16 December 2015, the Supervisory Board of PKN ORLEN SA appointed Mr. Wojciech Jasiński to perform the function of President of the Company’s Management Board for a joint three-term of office of the Management Board which ends on the date of the Ordinary General Shareholders’ Meeting that will approve the Company’s financial statements for 2016.  
Andrzej Kisielewicz – Member of the Supervisory Board
On 25 February 2016 appointed for the current term of the Supervisory Board.He holds a degree of Professor of Mathematical Sciences. He works at the University of Wrocław, at the Faculty of Mathematics and Computer Science. He obtained his post-doctoral degree from the University of Wrocław, and received a doctoral degree in mathematical sciences from the Polish Academy of Sciences. He graduated from the University of Wrocław. He gained his professional experience in such academic centers as: 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 gained 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 are 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
On 20 June 2013 appointed to the Supervisory Board. On 26 June 2014 reappointed for the current term of the Supervisory BoardGraduated from the University of Warsaw (Political Economy Department, specialization: econometrics). Prof. PhD in economic sciences, employed at the Institute of Economic Sciences of the Polish Academy of Sciences (since 1990) and the Warsaw School of Economics (since 1998) at the position of the Head of the Department of Research of Enterprise Bankruptcy at the Institute of Corporate Finance and Investments at the Collegium of Business Administration of the Warsaw School of Economics (since 2008) and the Head of the Postgraduate Studies: ‘Property Valuation’. Chairman of the Economic Strategic Thinking Committee of the Ministry of Economy (since 14 June 2013), President of the Polish Economic Society (since 2005), and member of the Presidium of the ‘Poland 2000 Plus’ Forecast Committee and the Committee of Economic Sciences of the Polish Academy of Sciences (since 2011). In 1994-2005, scientific secretary and member of the Presidium of the Social and Economic Strategy Council of the Council of Ministers. In 2005-2007, independent member of the Supervisory Board of BGŻ, in 1996-1998 independent member of the Supervisory Board of Polski Bank Rozwoju, in 1990-1991 advisor and consultant to the Polish-Swedish limited liability company SWEA SYSTEM. Has completed scientific and research internships i.a. in Germany (University of Mannheim) and Austria (WIIW, Wirtschaftsuniversität Wien). Three-time recipient of a DAAD scholarship. Author, co-author and editor of around 200 publications and expert opinions in the area of economic analysis, finance and enterprise appraisal, as well as in the area of economic systems and strategies of social and economic development. Member of the Editorial Committee of the bi-monthly ‘Ekonomista’ published by the Polish Economic Society and the Committee of Economic Sciences of the Polish Academy of Sciences, member of the Editorial Board of the quarterly ‘Kwartalnik Nauk o Przedsiębiorstwie’ published by the Collegium of Business Administration of the Warsaw School of Economics, member of the editorial team of the quarterly International Journal of Sustainable Economy (IJSE), Inderscience Publishers Editorial Office, UK.
Janusz Ostaszewski - Member of the Supervisory Board
On 25 February 2016 appointed for the current term of the Supervisory Board.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, an eminent specialist in finance. In 2005-2012, he was Dean of the College of Management and Finance for two terms of office. He graduated from the Main School of Planning and Statistics. He completed his studies in 1978. He took his doctoral degree in 1982 at the Faculty of Domestic Trade. He received his post-doctoral degree at the same faculty in 1990. In 2001, the President of Poland awarded him the tile of Professor of Economic Sciences. He completed his post-graduate studies in finance and management at Scuola Superiore Enrico Mattei in Milan. His main areas of research are issues relating to the operation of businesses, their financial management and strategy. This is reflected in the courses he has taught for many years: corporate finance, finance, management and in numerous teaching aids and books he has published. His considerable academic achievements include over 140 various types of academic papers, including 40 books. So far, 22 scholars have written and defended their PhD theses under his tutelage. His interest in finance was further deepened during his work for several years at the Ministry of Finance, in the position of Director of the Property Matters Department and his subsequent professional activity as an advisor to the President of Kredyt Lease SA – a company in the Kredyt Bank SA Group – and his work in the Finance Office of the Chancellery of the Polish Parliament.

Changes in the composition of the Supervisory Board in 2016

On 25 February 2016 the Extraordinary General Shareholders’ Meeting dismissed from the Bank’s Supervisory Board:

  • Jerzy Góra,
  • Mirosław Czekaj,
  • Piotr Marczak,
  • Marek Mroczkowski,
  • Krzysztof Kilian,
  • Zofia Dzik.

Furthermore, the Extraordinary General Shareholders’ Meeting appointed the following persons to the Bank’s Supervisory Board:

  • Mirosław Barszcz,
  • Adam Budnikowski,
  • Wojciech Jasiński,
  • Andrzej Kisielewicz,
  • Janusz Ostaszewski,
  • Piotr Sadownik,
  • Agnieszka Winnik – Kalemba.

The State Treasury (as the Authorized Shareholder) appointed Piotr Sadownik Chairman of the Bank’s Supervisory Board and Agnieszka Winnik-Kalemba Deputy Chair of the Bank’s Supervisory Board.

On 30 June 2016 the Ordinary General Shareholders’ Meeting of the Bank dismissed members of the Supervisory Board of the Bank:

  • Agnieszka Winnik–Kalemba,
  • Małgorzata Dec–Kruczkowska.

Furthermore, the Ordinary General Shareholders’ Meeting of the Bank appointed the following persons to the Bank’s Supervisory Board:

  • Grażyna Ciurzyńska,
  • Zbigniew Hajłasz.

The State Treasury (as the Authorized Shareholder), based on § 12, clause 1 of the Bank’s Articles of Association, appointed Ms. Grażyna Ciurzyńska Deputy Chair of the Bank’s Supervisory Board.

According to statements issued by members of the Supervisory Board, Piotr Sadownik, Zbigniew Hajłasz, Mirosław Barszcz, Adam Budnikowski, Andrzej Kisielewicz, Elżbieta Mączyńska – Ziemacka and Janusz Ostaszewski meet the criteria of independency for members of the Supervisory Board set out in the Code of Best Practice for WSE Listed Companies. Other members of the Supervisory Board, i.e. Grażyna Ciurzyńska and Wojciech Jasiński, filed statements on lacking on the criteria of independence of the Bank and entities with significant connections with the Bank.

The Supervisory Board manner of functioning

The Supervisory Board acts based on the by-laws passed by the Supervisory Board and approved by the General Shareholders’ Meeting. Meetings of the Supervisory Board are convened at least once a quarter.

The Supervisory Board adopts resolutions by an absolute majority of votes with the presence of at least half of the Supervisory Board Members, including the Chairman or Deputy-Chairman of the Supervisory Board, except for resolutions indicated in the Bank’s Memorandum of Association concerning those matters that are required to be accepted by, apart from the quorum indicated, the qualified majority of 2/3 of total votes. Excluded from the vote are those members of the Supervisory Board to whom the given voted matter relates.

The Supervisory Board competencies

The competencies of the Supervisory Board, apart from the rights and obligations stipulated in generally binding legal regulations and the provisions of the Memorandum of Association of PKO Bank Polski SA, include passing resolutions relating specifically to:

  • approving the strategy of PKO Bank Polski SA and the annual financial plan approved by the Management Board,
  • approving the risk management strategy adopted by the Management Board and accepting the overall level of tolerance to risk,
  • appointing the entity to conduct the audit or review of the financial statements and giving consent to concluding contracts with such entity or its related entities,
  • passing the Internal Regulations in regard of:
     - the Supervisory Board,
     - defining the rules of granting loans, advances, bank’s guarantees and warranties to a member of the Management Board, the Supervisory Board, to a person holding a managerial position in the Bank and to entities related in terms of capital and organization,
  • appointing and dismissing the President of the Management Board and, at the request of the President of the Management Board, also the Vice-Presidents and other Management Board Members, and suspending Members of the Management Board from performing their duties, as well as delegating Members of the Supervisory Board to temporarily perform the duties of Members of the Management Board,
  • approving the Internal Regulations passed by the Management Board: of the Management Board, Management of special funds set up from the net profit, the Organizational Regulations of the Bank,
  • expressing prior consent to actions which meet specific criteria, including, i.a. things, purchasing and selling fixed assets and real estate, establishing a company, taking up or acquiring shares, concluding transactions between PKO Bank Polski SA with 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 the Management Board member supervising the management of risk material to the Bank’s activities with a current Management Board member who has not supervised the management of this risk,
  • evaluation of the functioning of the remuneration policy of the Bank and submit a report in this regard to the Annual General Meeting,
  • opinion on the application by the Bank ‘Principles of Corporate Governance for supervised institutions’.

Changes in the Internal Regulations of the Supervisory Board

On 30 June 2016, the General Shareholders’ Meeting approved the amendments to the Regulations of the Supervisory Board adopted by the Supervisory Board on 2 June 2016.

The amendments related to, among other things:

  • the Supervisory Board considering and giving its opinion on matters put on the agenda for the General Shareholders’ Meeting. This amendment is associated with the rule set out in point II.Z.11. of the Best Practice for WSE Listed Companies 2016, according to which the Supervisory Board gives its opinion on all matters which are to be the subject of the resolutions of the General Shareholders’ Meeting. The amended contents of the Regulations of the Supervisory Board introduced the possibility of refraining from giving opinions on matters concerning the exclusively of the Supervisory Board or Supervisory Board Members as well as matters put forward by the shareholders after convening the General Shareholders’ Meeting. In this situation, the Supervisory Board refraining from giving its opinion on a given matter will be the subject of a respective report on one-time refraining from the application of the rule set out in point II.Z.11. of the Best Practice for WSE Listed Companies 2016,
  • authorizing the Chairman directly in the Regulations of the Supervisory Board to represent the Supervisory Board vis-à-vis the Bank’s other bodies, the supervisory authorities and other persons,
  • deleting the detailed provisions relating to the activities of the committees of the Supervisory Board which should be set out in the respective regulations of the committees of the Supervisory Board,
  • specifying in detail the provision of the Regulations of the Supervisory Board with regards to the possibility of abstaining from voting.

Committees of the Supervisory Board

According to the Bank's Articles of Association, the Supervisory Board appoints from among its members an Audit Committee, and the Committee for Remuneration. The Supervisory Board may also appoint other committees from among its members.

According to the Internal Regulations of the Supervisory Board, it is entitled to appoint, and in cases, when the provisions of the law require, appoint permanent committees whose members perform functions as members of the Supervisory Board delegated to fulfil selected supervisory activities in the Bank. The Supervisory Board appoints particularly permanent committees:

The Audit Committee of the Supervisory Board
Tasks

1) monitoring the process of the financial reporting, including the review of interim and annual financial statements of the Bank and the Group (standalone and consolidated), especially by:

  • analyzing:
     - Information on significant changes in the accounting policy and financial reporting and ways of making estimates and judgments of management, when they are essential for the Bank's financial reporting,
     - Bank's financial statements, together with the summary of significant adjustments to the reports, being the result of audit and the opinion of the audit of financial statements, Compliance of the financial reporting process with applicable laws and regulations on accounting,
     - Problems, concerns and doubts that arise from the audit of financial statements of the Bank and the Group,
     - Recommendations of the entity authorized to audit financial statements (auditor) of the Bank and the Group addressed to the Management Board and the Board's reply in this regard, 
  • presenting to the Supervisory Board recommendations on the opinion of the financial statements of the Bank and the Bank Group examined by the auditor, 
  • presenting to the Supervisory Board recommendations on the evaluation of the proposal of the Management Board regarding distribution of profit or covering of loss (including, in particular dividend policy) and issuance of securities, 
2) monitoring efficiency of the systems of internal control, internal audit and risk management, in particular:
  • evaluation of the Bank's activities related to the functioning of the internal control system and an assessment of its adequacy and effectiveness, in particular through:
     - Opinions on the resolutions of the Board of Directors, the approval of which falls within the competence of the Supervisory Board regarding internal control system, Issuing opinions on submitted to the Supervisory Board periodic reports on the internal control system,
     - Review of procedures for the anonymous reporting of infringements of the law and the applicable Bank's procedures and ethical standards to members of the Management Board or the Supervisory Board,
     - A review of the writings of supervisory authorities addressed to the Management Board and the Supervisory Board together with answers, 
  • Analyzing information gathered from the Risk Committee, 
  • monitoring the activity of Internal Audit department, in particular through:
     - consulting the plan of internal audits in the Bank and an internal regulations of the Internal Audit Department,
     - performing a periodic review of the execution of the internal audit plan,
     - ad-hoc audits and evaluating activities of the Internal Audit Department within the available resources,
     - presenting an opinion to the Supervisory Board as regards appointing and dismissal the head of the Internal Audit Department,
     - monitoring of the remuneration levels of a director and employees of the Internal audit Department, 
  • monitoring activities of the Compliance Department, in particular through:
     - analyzing information received from the Compliance Department on the review of the effectiveness of the compliance monitoring,
     - opinions on the proposals of the President of the Management Board to the Supervisory Board on the appointment and dismissal of the Director of the Department of Compliance,
     - monitoring the level of remuneration of directors and the employees of the Department of Compliance, 

3) monitoring the execution of financial audit activities, in particular by means of:

  • recommending to the Supervisory Board a registered audit company entitled to perform a financial audit of the Bank together with its evaluation, level of fee and supervision of work performed, 
  • examining written information submitted by the registered audit company about relevant issues concerning financial audit, of which in particular information concerning material irregularities in the Bank’s internal control system as regards financial reporting, 
  • agree with the entity authorized to audit the financial statements of the Bank and the Bank Group rules of conduct and activities of the proposed plan of action, 
  • examination of the reasons for termination of the contract with the entity authorized to audit financial statements of the Bank and the Bank Group, 

4) monitoring the independence of a registered auditor and a registered audit company and on the services referred to in art. 48, clause 2 of the Act on Registered Auditors, in particular through obtaining:

  • statements confirming the independence of a registered audit company and the independence of the registered auditors conducting the financial audit activities, 
  • information on the services referred to in art. 48, clause 2 of the Act on Registered Auditors, provided to the Bank.
Composition of the Committee as at 31 December 2016Zbigniew Hajłasz (President of the Committee),
Grażyna Ciurzyńska (Vice-President of the Committee),
Andrzej Kisielewicz (Member of the Committee),
Janusz Ostaszewski (Member of the Committee),
Piotr Sadownik (Member of the Committee).
The Remuneration Committee
TasksEvaluation and monitoring of a remuneration policy adopted by the Bank and supporting the Bank's governing bodies in shaping and implementing this policy. Committee is responsible in particular for executing the following tasks: providing opinions on general rules approved by the Supervisory Board on the variable salary components policy for persons holding managerial positions, as defined in § 28 clause 1 of the Resolution No. 258/2011 of the Polish Financial Supervision Authority of 4 October 2011 on detailed principles for the functioning of the risk management system and internal control system and detailed terms of estimating internal capital by banks and reviewing the process of estimating and maintaining internal capital, and the principles for determining the variable salary components policy for persons holding managerial positions at the bank, including the amount and components of the salaries, based on prudent and stable risk management, capital and liquidity and special care about the long-term interests of the Bank and the interests of shareholders and the Bank’s investors, making a periodical review of general principles of the variable salary components policy for persons holding managerial positions in the Bank and presentation of the results of the review to the Supervisory Board, presentation to the Supervisory Board proposals of principles for remunerating, the variable salary components policy and remuneration of the Management Board members, presentation to the Supervisory Board proposals related to appropriate forms of contracts with the Management Board members of the Bank, giving opinions on motions for approval for a member of the Management Board to become involved in competitive business activities or participate in a competitive company as a shareholder of a civil law company, a partnership or as a member of a body in a corporation, or participate in another competitive legal person as a member of its body, giving opinions on a review report concerning the implementation of the variable salary components policy carried out by the Internal Audit Department, prepare the draft report evaluating the ongoing functionality of the remuneration policy of the Bank, which is presented to the General Meeting by the Supervisory Board.
Composition of the Committee as at 31 December 2016Piotr Sadownik (President of the Committee),
Grażyna Ciurzyńska (Vice-President of the Committee),
Wojciech Jasiński (Member of the Committee),
Elżbieta Mączyńska-Ziemacka (Member of the Committee),
Janusz Ostaszewski (Member of the Committee).
Risk Committee
Tasks1) evaluating the overall current and future readiness of the Bank to take risks, including the risk profile of the Group, in particular giving opinions about adopted by the Board strategic tolerance limits for individual types of risks for the Bank and the Group, the approval of which falls within the competence of the Supervisory Board,
2) evaluation of adopted by the Board risk management strategy in the Bank’s ongoing business and submitted by the Board information on the implementation of this strategy and other periodic reports on risk management and capital adequacy,
3) evaluation of other resolutions of the Board in scope of risk management and capital adequacy, approval of which is the competence of the Supervisory Board,
4) supporting the Supervisory Board in overseeing the implementation of the risk management strategy in the Bank's ongoing business by senior management,
5) a review of whether the price of assets and liabilities offered to customers fully envision the Bank's business model and its strategy in terms of risk, and if these prices do not adequately reflect the risks in accordance with this model and this strategy, an indication of directions of corrective measures to restore the adequacy of the price of assets and liabilities to the business model and risk strategy of the Bank; Committee monitors the implementation of these actions by the Board,
6) evaluating solutions for reduction of business risk with the use of bank’s non-life insurance and insurance of civil liability of members of the Board and proxies,
7) evaluating proposals of the Chairman of the Board on the appointment or dismissal of a member of the Board to supervise the management of risk material in the Bank's operations for the Supervisory Board,
8) issuing opinions on the information provided by the Bank to the public in relation to risk management strategies and risk management system,
9) performing other tasks assigned by the Supervisory Board on risk management at the Bank.
Composition of the Committee as at 31 December 2016Andrzej Kisielewicz (President of the Committee),
Grażyna Ciurzyńska (Vice-President of the Committee),
Adam Budnikowski (Member of the Committee),
Elżbieta Mączyńska-Ziemacka (Member of the Committee).
The Strategy Committee (established on 26 August 2016)
Tasks  1) giving an opinion on the Bank’s strategy adopted by the Management Board, whose approval falls within the competence of the Supervisory Board;
2) supporting the Supervisory Board in supervising the implementation of the strategy referred to, in particular by analyzing the periodical information about its implementation, presented by the Management Board;
3) giving opinions on the Bank’s strategic activities which require the prior consent of the Supervisory Board, in particular with regards to their consistency with the Bank’s strategy in force;
4) performing other tasks entrusted by the Supervisory Board with regards to pursuing the strategic objectives and key projects of the Bank.
Composition of the Committee as at 31 December 2016Grażyna Ciurzyńska (President of the Committee),
Zbigniew Hajłasz (Vice-President 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).