close

Navigation Map

Download our best practices
Interactive navigation is a tool that goes beyond the standard navigation of the integrated content (available in the report drop-down bar). New approach allowed to navigate in the two additional business dimensions of the PZU Group, i.e .:
  • strategy (insurance, health, investments, finances);
  • sustainable development (sales, employees, social responsibility, natural environment and ethics).
The above-mentioned areas were additionally supplemented with related GRI indicators, within each selected issue.
Employees
Society
Ethics
Environment
Products
Overview
Health
Banking
Investments
Insurance
Business
practices

In the Chapter

GRIs

Compensation of the members of governing bodies

Annual Report 2019 > Compensation of the members of governing bodies
Facebook Twitter All
Integrated Navigation
Insurance
Health
Investments
Banking
Best Pratices in PZU
Page tools:

The rules for compensating Management Board members are shaped by the Supervisory Board in accordance with Resolution No. 4 adopted by PZU’s Extraordinary Shareholder Meeting on 8 February 2017 in the matter of determining the compensation of the Management Board members (as amended) and the requirements set forth in the Act of 9 June 2016 on the Rules for Shaping the Compensation of Persons Managing Some Companies.

The foregoing rules stipulate that the total compensation due to a Management Board member for rendering management services and discharging other obligations ensuing from the Management Services Provision Agreement concluded for the term of serving in the Company’s Management Board consists of the following:

  • fixed compensation – flat monthly base compensation (for a calendar month) that cannot exceed the reference range established pursuant to art. 4 section 2 of the Act on the Rules for Shaping the Compensation of Persons Managing Certain Companies without prejudice to the situations outlined in art. 4 section 3 of the aforementioned act;
  • variable compensation – supplementary compensation for a given financial year depending on the extent to which management objectives are attained, within the catalogue of management objectives defined pursuant to the aforementioned act, and which include, among others, growing the Company’s value and improving its economic and financial ratios. The variable compensation for a given financial year may not exceed 100% of the annual fixed compensation in the previous financial year for which the amount of variable compensation due is to be calculated. In addition, a significant portion of the variable compensation is awarded in the form of deferred variable compensation. Deferred variable compensation is payable over 3 years. After the elapse of 12, 24 and 36 months, respectively from the date of allocation, a Management Board member may acquire the right to 1/3 of the deferred variable compensation for a given year subsequent to satisfying the conditions defined in the Management Services Provision Agreement.

As at 31 December 2019, the benefits for 2017 and 2018 for PZU Management Board members under the variable compensation system were awarded and paid. This payment was for the non-deferred portion of variable compensation.

Moreover, the Management Services Provision Agreements entered into with Management Board members regulate their term of notice and issues related to refraining from engaging in competitive activity to the Company’s during their term of validity after their termination in consideration for damages. These contracts do not contain provisions contemplating damages in the event Management Board members resign or are dismissed from their position without a valid reason except for severance pay distributed after the fulfillment of contractual prerequisites which include dismissal or release on account of the issuer undergoing a merger by way of acquisition.

In 2019, the PZU Group companies subject to consolidation did not grant any loans or similar benefits to members of their management boards, higher level managers or members of their supervisory boards.

Group Directors

A joint management model is in place at PZU and PZU Życie. Under this model, the positions of PZU Group Directors exist, the rules governing the establishment of which and the appointment to and dismissal from which are laid down in the Organizational Rules and Regulations of these companies. According to this model, the persons discharging the functions of Management Board members at PZU Życie are at the same time employed as directors of the PZU Group at PZU and are in charge of the same business structures and areas at PZU and PZU Życie. Similarly, PZU Management Board members may be simultaneously employed as PZU Group Directors in PZU Życie.

The following persons served as PZU Group directors in PZU in 2019:

  • Aleksandra Agatowska (until 23 October 2019);
  • Tomasz Karusewicz (until 30 April 2019);
  • Bartłomiej Litwińczuk;
  • Dorota Macieja;
  • Roman Pałac.

The following persons served as PZU Group directors in PZU Życie in 2019:

  • Adam Brzozowski (since 25 May 2019);
  • Roger Hodgkiss (from 1 until 24 May 2019).

Below is the compensation or non-cash benefits paid or transferred in 2019 or 2018 to the current and former members of the PZU Management Board, PZU Group Directors and Supervisory Board members.

Compensation and other short-term employee benefits paid by PZU (PLN 000s) 1 January – 31 December 2019 1 January – 31 December 2018
    including bonuses
and special awards:
  including bonuses
and special awards:
Management Board, of which: 3,857 - 10,664 4,412
Paweł Surówka 793 - 1,799 915
Aleksandra Agatowska nd. nd. 611 423
Adam Brzozowiski nd. nd. 532 -
Marcin Eckert nd. nd. 672 -
Elżbieta Hauser-Schoneich nd. nd. 532 -
Tomasz Kulik 766 - 1,482 627
Maciej Rapkiewicz 766 - 1,733 879
Małgorzata Sadurska 766 - 1,543 689
Roger Hodgkiss 766 - 1,7601 879
High-level managers (PZU Group Directors), including: 1,451 11 3,530 2,034
Aleksandra Agatowska 203 - 239 -
Tomasz Karusewicz 307 - 7932 565
Bartłomiej Litwińczuk 307 - 821 482
Dorota Macieja 317 113 754 415
Roman Pałac 317 - 923 572
Supervisory Board, of which: 1,420 - 1,761 -
Maciej łopiński 169 - 184 -
Paweł Górecki 170 - 182 -
Alojzy Nowak 170 - 182 -
Marcin Chludziński 156 - 167 -
Agata Górnicka 156 - 167 -
Robert Jastrzębski 127 - 176 -
Tomasz Kuczur nd. nd. 101 -
Elżbieta Mączyńska-Ziemacka nd. nd. 101 -
Krzysztof Opolski nd. nd. 101 -
Robert Śnitko 156 - 167 -
Maciej Zaborowski 156 - 167 -
Katarzyna Lewandowska 157 - 66 -
Aneta Fałek 3 - nd. nd.

1 Including non-competition fee of PLN 383 thousand and severance pay of PLN 192 thousand.
2 Including non-competition fee of PLN 49 thousand and severance pay of PLN 77 thousand.
3 Bonus for the Sponsoring Director function discharged from 1 January to 14 March 2017.

 

 

Compensation and other short-term employee benefits paid by other PZU Group entities (PLN 000s) 1 January – 31 December 2019 1 January – 31 December 2018
    including bonuses
and special awards:
  including bonuses
and special awards:
Management Board, of which: 90   1,471 1,012
Paweł Surówka 901 - 67 67
Aleksandra Agatowska nd. nd. 788 377
Marcin Eckert nd. nd. 48 -
Tomasz Kulik - - 298 298
Maciej Rapkiewicz - - 135 135
Roger Hodgkiss - - 135 135
High-level managers (PZU Group Directors), including: 2,206 6 3,821 1,946
Aleksandra Agatowska 344 - nd. nd.
Tomasz Karusewicz 460 - 8572 515
Bartłomiej Litwińczuk 460 - 979 471
Dorota Macieja 466 63 943 434
Roman Pałac 476 - 1,052 526

1 Remuneration for the function of Pekao Supervisory Board Member discharged from 1 January to 20 June 2018.
2 Including non-competition fee of PLN 74 thousand and severance pay of PLN 115 thousand.
3 Bonus for the Sponsoring Director function discharged from 1 January to 14 March 2017.

   

Total estimated value of non-cash benefits granted by PZU and PZU’s subsidiaries (PLN 000s) 1 January – 31 December 2019 1 January – 31 December 2018
Management Board, of which: 515 2,242
Paweł Surówka 149 331
Aleksandra Agatowska nd. 207
Adam Brzozowiski nd. 148
Marcin Eckert nd. 200
Elżbieta Hauser-Schoneich nd. 119
Tomasz Kulik 77 6491
Maciej Rapkiewicz 64 227
Małgorzata Sadurska 110 259
Roger Hodgkiss 115 102
High-level managers (PZU Group Directors), including: 525 768
Aleksandra Agatowska 111 nd.
Tomasz Karusewicz 89 143
Bartłomiej Litwińczuk 118 200
Dorota Macieja 78 197
Roman Pałac 129 228

1 Including PLN 473 thousand for the Advanced Management Program at Harvard Business School.

  

The Company does not have any pension liabilities or similar benefits to former managers, supervisors or former members of its administrative authorities or liabilities taken out in connection with these benefits.