Supervisory Board and Management Board - composition, powers, method of operation

Supervisory Board’s composition

In accordance with the Articles of Association, the Supervisory Board is composed of seven to eleven members. The number of Supervisory Board members is specified by the Shareholder Meeting.

Members of the Supervisory Board are appointed by the Shareholder Meeting for a joint term of office which lasts three consecutive full financial years. At least one member of the audit committee appointed by the Supervisory Board must hold qualifications in accounting or auditing financial statements within the meaning of the Act on Statutory Auditors, Audit Firms and Public Supervision. Furthermore, in accordance with the said Act, the majority of the audit committee members should meet the statutory independence criteria (independent member) concerning, without limitation, professional or family ties, especially to managers or supervisors of PZU or PZU Group entities. An independent supervisory board member is obligated to present a written declaration on satisfying all the independence criteria and advise the Company of ceasing to satisfy these criteria. In addition, the Articles of Association give the State Treasury the right to appoint and dismiss one member of the Supervisory Board by way of a written statement submitted to the Management Board. This right will expire if the State Treasury ceases to be a Company shareholder. A candidate to be a Supervisory Board member named by the State Treasury should meet the requirements set forth in Article 19 of the Act of 16 December 2016 on Rules for Managing State Property. According to this article, the entity eligible to exercise the rights to shares owned by the State Treasury or a state legal person as a candidate to be a member of the supervising body designates a person holding a positive opinion from the Council for companies with State Treasury shareholding and state legal persons who:

• holds the pertinent education and experience supported by an academic title or certificate enumerated in a law;
• is not employed by the company, does not do work for it, or provide services to it, on the basis of some other legal relationship;
• does not hold shares in a subsidiary except for shares permitted to be traded on a regulated market within the meaning of the Financial Instruments Trading Act of 29 July 2005;
• is not employed by the company, does not do work for it, or provide services to it, on the basis of some other legal relationship;
• is not engaged in activities that are at odds with his/her duties as a member of a supervising body or that could evince a suspicion of partiality or interest or generate a conflict of interest with the company’s business;
and
• meets the requirements for a member of a supervising body as laid down in separate regulations.

As at 1 January 2019, the following persons sat on the PZU Supervisory Board:

• Maciej Łopiński - Supervisory Board Chairman;
• Paweł Górecki - Supervisory Board Deputy Chairman;
• Alojzy Nowak - Supervisory Board Secretary;
• Marcin Chludziński - Supervisory Board Member;
• Agata Górnicka - Supervisory Board Member;
• Robert Jastrzębski - Supervisory Board Member;
• Katarzyna Lewandowska - Supervisory Board Member;
• Robert Śnitko - Supervisory Board Member;
• Maciej Zaborowski - Supervisory Board Member.

PZU’s Ordinary Shareholder Meeting appointed the following Supervisory Board members to serve on the new term of office in 2020-2022 as of 24 May 2019: Maciej Łopiński, Robert Jastrzębski, Alojzy Nowak, Marcin Chludziński, Agata Górnicka, Robert Śnitko, Maciej Zaborowski, Elżbieta Mączyńska–Ziemacka, Tomasz Kuczur and Krzysztof Opolski. Paweł Górecki was appointed by the State Treasury to the Supervisory Board pursuant to § 20 Section 7 of PZU’s Articles of Association.

On 27 May 2019 PZU’s Supervisory Board selected its chairman, deputy chairman and secretary from among its membership. The PZU Supervisory Board composition was as follows:

• Maciej Łopiński - Supervisory Board Chairman;
• Paweł Górecki - Supervisory Board Deputy Chairman;
• Alojzy Nowak - Supervisory Board Secretary;
• Marcin Chludziński - Supervisory Board Member;
• Agata Górnicka - Supervisory Board Member;
• Robert Jastrzębski - Supervisory Board Member;
• Tomasz Kuczur - Supervisory Board Member;
• Elżbieta Mączyńska-Ziemacka - Supervisory Board Member;
• Krzysztof Opolski - Supervisory Board Member;
• Robert Śnitko - Supervisory Board Member;
• Maciej Zaborowski - Supervisory Board Member.

The current term of office of the PZU Supervisory Board will end after the elapse of three full financial years, i.e. on 31 December 2022. 2020 will be the first full financial year. The mandates of Supervisory Board members will expire no later than on the date of the Shareholder Meeting approving the financial statements for the last full financial year in which they server in their capacity, i.e. for 2022.

PZU’s Supervisory Board composition as at 31 December 2019

Current composition of the PZU’s Supervisory Board is available at the PZU's website: https://www.pzu.pl/en/investor-relations/about-the-group/management-and-supervisory-board

Maciej Łopiński

Supervisory Board Chairman

In the Supervisory Board since 8 January 2018.

Graduate of the University of Gdańsk. Editor-in-Chief of Tygodnik Gdański, a journalist of Głos Wybrzeża and Tygodnik Czas, among others. A member of parliament in the 7th term of office. Secretary of State in the Office of President Lech Kaczyński in 2005-2010 and in turn in the Office of President Andrzej Duda in 2015-2016. He has many years of experience in company law and corporate governance also gained in supervisory bodies in commercial law companies, among others, KGHM Poland Miedź SA, PZU Asset Management SA, Telewizja Polska SA.

Paweł Górecki

Supervisory Board Deputy Chairman

In the Supervisory Board since 8 February 2017.

Graduated from the Faculty of Law, Administration and Economics of the University of Wrocław. He received the degree of Doctor of Law. He was a legal advisor trainee and a court trainee and has been entered in the legal advisor registry. He attended numerous training courses and workshops in law of evidence, civil and penal law and management of public entities. He has authored several dozen peer-reviewed papers on the subject of law published by Polish and international journals. Member of supervisory boards of several capital companies. Currently the Vice-President of the KDPW S.A. Management Board.

Alojzy Nowak

Supervisory Board Secretary

In the Supervisory Board since 30 May 2012.

Professor ordinary at the University of Warsaw, a graduate of the Department of Foreign Trade of the Central School of Planning and Statistics. Completed economics studies at the University of Illinois Urbana-Champaign in the USA and completed studies in banking, finance and capital markets at the University of Exeter in the United Kingdom; international economic at the Freie Universitat in Berlin and in Belgium. Head of the Department of National Economy at the Management Faculty of the University of Warsaw, Director of the European Center of the University of Warsaw, Dean of the Management Faculty of the University of Warsaw. Member of the National Development Council at the President of the Republic of Poland, in the past an adviser to the Prime Minister. Has extensive experience in corporate governance, including, among others, as a Supervisory Board member in PTE WARTA S.A., PKO BP S.A. and JSW S.A., Millennium and Eurolot. Authored more than 300 publications in Poland and abroad. Visiting professor at numerous universities internationally. In December 2018, along with 22 prominent economists from around the world, including 4 Nobel Prize winners, he became a member of the Academic Council of the Institute for New Structural Economics at the University of Beijing.

Marcin Chludziński

Supervisory Board Member

In the Supervisory Board since 7 January 2016.

President of the KGHM Polska Miedź S.A. Management Board since June 2018. He graduated from the Social Policy Institute at Warsaw University. Completed MBA studies at the Institute of Economics of the Polish Academy of Sciences. He worked for Warsaw University, the Collegium Civitas and the Łazarski University as a lecturer. A member of the National Development Council, a consultative and advisory body for the President of the Republic of Poland. From January 2016 to June 2018 he served as President of the Agencja Rozwoju Przemysłu S.A. Management Board where he was in charge of restructuring processes, mergers and acquisitions. He defined the strategic directions of growth for Agencja Rozwoju Przemysłu S.A. He was in chargé of restructuring projects involving such companies as Przewozy Regionalne, H. Cegielski – FPS and ŚKSM, among others. President of the Republican Foundation (a Polish economic think tank) in 2011–2015. Since 2005 he has been sitting on management boards and supervisory boards of commercial law companies. An experienced manager in the field of strategic consulting and corporate governance. He specializes in developmentoriented restructuring of enterprises and capital investments.

Agata Górnicka

Supervisory Board Member

On the Supervisory Board since 8 February 2017.

Master of political science at the Faculty of Journalism and Political Science of the University of Warsaw. She received a postgraduate diploma in media management from the Kozminski University in Warsaw. She acquired professional experience: in 2006-2012 in Telewizja Polska S.A., in 2012-2013 as a Project Coordinator at the Bank Zachodni WBK S.A. Foundation and then as CEO’s Assistant in Bank Zachodni WBK S.A. from 2013 to 2014 and subsequently as the Manager of the Management Board and Supervisory Board Office in Bank Zachodni WBK S.A. from 2014 to 2015 then in 2015-2017 as Director of the Political Office at the Ministry of Development and in 2017-2018 as chief advisor at the Prime Minister’s Office. Since April 2018 she has been a Director of the External Relations Office at PKN ORLEN S.A. and Chairwoman of the ORLEN Foundation Council.

Robert Jastrzębski

Supervisory Board Member

On the Supervisory Board since 9 March 2018.

Graduated from the Faculty of Law and Administration at the Warsaw University. In 2001 he was granted a doctor of juridical science degree and in 2009 a degree of habilitated Ph.D. degree. Employed since 2019 as a university professor. Authored about 100 academic publications. Recipients of awards and distinctions, including the Awards of the Department of Law and Administration of Warsaw University for outstanding scholarly achievements and the Team Award granted by the Rector of the Warsaw School of Economics. Employed since 2001 in the Department of Law and Administration at the University of Warsaw. Since 2015, Head of the Laboratory of Polish 20th Century Law and since 2019 Head of the Administration History Department. Member of the program board of the “Review of Economic Legislation” journal (2010), the editorial committee of the “Scholarly Papers of the Sejm Analysis Office” journal (2016).

Tomasz Kuczur

Supervisory Board Member

On the Supervisory Board since 24 May 2019.

Lawyer and political scientist. He graduated from the Faculty of Law and Administration of the University of Warmia and Mazury in Olsztyn majoring in law and from the Bydgoszcz Academy (currently, the Kazimierz Wielki University in Bydgoszcz). He was awarded a Ph.D. degree in law by the Faculty of Law and Administration of the University of Warmia and Mazury. He holds a Ph.D. Hab. Degree from the University of Wrocław in social sciences, specializing in political systems. A Professor Extraordinarius at the Faculty of Humanities of the Kazimierz Wielki University in Bydgoszcz. A member of the Local Government Board of Appeals in Bydgoszcz. Member of the Academic Council of the “Sejm Review” journal. He was appointed by the Minister of Science and Higher Education to serve as a member of the Interdisciplinary Team for projects submitted within the framework of the “Support for Scientific Journals” initiative.

Elżbieta Mączyńska-Ziemacka

Supervisory Board Member

On the Supervisory Board since 24 May 2019.

Professor of economic science. Graduate of the Faculty of Economics at the University of Warsaw. Author of econometric models for predicting bankruptcies in enterprises and of a concept of early warning systems pinpointing threats to business activity. She headed the postgraduate course in Real Estate Valuation held by the Institute of Corporate and Investment Finance at the Business Administration College of the Warsaw School of Economics. Member of the Presidium of the “Poland 2000 Plus” Forecasting Committee, the Economics Committee of the Polish Academy of Sciences and the Academic Council of the Institute of Economics of the Polish Academy of Sciences. President of the Polish Economic Society. In 1996-1998 she was a member of the Supervisory Board of Polski Bank Rozwoju S.A. and in 2005-2007 she sat on the Supervisory Board of BGŻ S.A. Since 20 June 2013, she has been a member of the Supervisory Board of PKO BP S.A. Currently, she is also a member of the National Development Council at the President of the Republic of Poland.

Krzysztof Opolski

Supervisory Board Member

On the Supervisory Board since 24 May 2019.

Professor Ordinarius of Economics. Head of the Department of Banking, Finance and Accounting at the Faculty of Economics of the University of Warsaw. A graduate of the Faculty of Psychology and Pedagogy of Warsaw University. Founder and long-term editor-in-chief of the “Economics. Market, economy, society” journal. Head of the Ph.D. program “Economy and Market. Financial Institutions and Corporate Business Strategies” at the Faculty of Economics of Warsaw University. Head of the Editorial Board of the “MAZOVIA – Regional Studies” journal and a member of the Academic Council of the “Safe Bank” journal. Head of the Academic Councils of the “Central European Economic Journal” and “E-Finance” journals. A former member of the supervisory boards of Bank Handlowy S.A., AXA Polska S.A. and Centrum Giełdowe S.A. In 2009-2010 he manager the team of strategic advisors to the President of the National Bank of Poland. Chairman of the Business Award Jury of the President of the Republic of Poland, Deputy Chairman of the Polish Economic Exhibition jury and a member of the “Teraz Polska” Contest Jury.

Robert Śnitko

Supervisory Board Member

On the Supervisory Board since 12 April 2017.

Academic teacher, deputy department director at the Ministry of Finance. Graduate of the London School of Economics and Political Science, University of London, School of Oriental and African Studies, University of London, Faculty of Economics at the Radom Technical University. Holder of a Scholarship awarded by the Minister of National Education (Minister of Science and Higher Education), the United Kingdom’s Ministry of Foreign Affairs and non-governmental organizations from the United Kingdom and the United States. Ph.D. in economics obtained from the Warsaw School of Economics. Member of the International Institute for Strategic Studies.

Maciej Zaborowski

Supervisory Board Member

On the Supervisory Board since 7 January 2016.

Graduated from the Law and Administration Department at the University of Warsaw. Completed post-graduate studies in intellectual property law and postgraduate studies in evidence law. He is also a graduate of the Harvard Law School (ALP), Center for American Law Studies, Leadership Academy for Poland. Advocate and professional mediator of the Mediation Center at the Polish Bar Council. Lecturer of advocate training at the Bar Association in Warsaw. Currently, he runs his own legal practice and is a Managing Partner at the law firm Kopeć Zaborowski Adwokaci i Radcowie Prawni sp.p. Member of the State Tribunal since February 2018. He has acquired experience in corporate governance as a member of the supervisory boards in various companies.

Supervisory Board’s powers

The Supervisory Board exercises permanent supervision over the Company’s operations in all areas of its activity. In accordance with the Articles of Association, the powers of the Supervisory Board include:

• evaluating the Management Board’s report on the Company’s activity and the Management Board’s report on the activity of the PZU Group and the Company’s financial statements and consolidated financial statements of the PZU Group for the previous financial year for compliance with the accounting ledgers and documents as well as the facts;
• approving the solvency and financial condition report of the Company and the solvency and financial condition report of the PZU group;
• evaluating the Management Board’s motions to distribute the profit or cover the loss;
• submitting a written report to the Shareholder Meeting on the results of the evaluation referred to in the foregoing items and submitting a concise annual evaluation of the Company’s standing with an assessment of its internal control system and the system for managing significant risks to the Company, and an annual report on the Supervisory Board’s work;
• concluding, terminating and amending agreements with Management Board members and setting the rules for their compensation, giving consideration to the rules defined by the Shareholder Meeting, in accordance with § 18 item 12 of the Articles of Association;
• appointing, suspending and dismissing the President of the Management Board, Management Board members or the entire Management Board and making decisions to discontinue such a suspension;
• granting consent to transferring an insurance portfolio in its entirety or in part;
• accepting motions submitted by the Management Board to purchase, subscribe to or sell ownership interest and shares in companies and on the Company’s participation in other entities – the Supervisory Board may define the maximum amount, the terms and conditions and the procedure that the Management Board may use to conduct the foregoing activities without the obligation to obtain approval from
• the Supervisory Board, except in cases where the decision in this respect is made by the Shareholder Meeting pursuant to § 18a of the Articles of Association;
• seconding members of the Supervisory Board to perform temporarily the functions of members of the Management Board who have been dismissed, resigned or cannot perform their functions for other reasons;
• accepting instructions on how the Company’s representatives should vote at Shareholder Meetings of PZU Życie in matters on increasing or decreasing the share capital, issuing bonds, selling or leasing PZU Życie’s enterprise or establishing a usufruct right on the enterprise, dividing PZU Życie, merging PZU Życie with another company, liquidating or dissolving PZU Życie;
• selecting the audit firm to carry out the mandatory audit of the financial statements, including the annual financial statements of the Company and the annual consolidated financial statements of the PZU Group and the solvency and financial condition report of the Company and the solvency and financial condition report of the PZU Group, and reviews of the financial statements in accordance with the obligations following from the prevailing laws;
• deciding on the consolidated text of the revised Articles of Association,
• approving the Company’s long-term development plans and annual financial plans prepared by the Management Board;
• approving the Bylaws of the Management Board;
• examining and consulting matters submitted by the Management Board for deliberation at the Shareholder Meeting.

Moreover, one of the the Supervisory Board’s powers its to give consent to the following:

• acquisition or disposal of real property, perpetual usufruct or share in real property or in perpetual usufruct with a value exceeding the equivalent of EUR 3.0 million;
• execution of a material agreement, as construed by the the Regulation on Current and Periodic Information, by the Company with its related party, except for standard agreements executed by the Company on an arm’s length basis as part of its operating activities;
• executing an agreement with an underwriter of the kind referred to in Article 433 § 3 of the Commercial Company Code;
• paying out an interim dividend;
• creating and shutting down regional or foreign branches;
• executing an agreement to provide legal, marketing, public relations and public communication services or
• management consulting services if the total net fee to be paid for such services is greater than PLN 500 thousand annually;
• amending an agreement to provide legal, marketing, public relations and public communication services or management consulting services by increasing the said fee above and beyond the net amount of PLN 500 thousand annually;
• executing an agreement to provide legal, marketing, public relations and public communication services and management consulting services which do not specify the maximum amount of the fee;
• executing a donation or other agreement having a similar effect, the value of which exceeds PLN 20 thousand or 0.1% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements;
• executing a debt release or other agreement having a similar effect, the value of which exceeds PLN 50 thousand or 0.1% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements.

Supervisory Board’s method of operation

The Supervisory Board adopts the Bylaws of the Supervisory Board which define its organization and manner of acting. The Rules and Regulations were adopted by a Supervisory Board resolution of 24 February 2016, specifying the composition of the Supervisory Board and the way in which it is appointed, the tasks and the scope of its activities and the manner of convening its meetings and conducting them.

The Articles of Association stipulate that the Supervisory Board should meet at least once every quarter. The Supervisory Board may delegate its members to fulfil specific supervising activities on their own and to this effect appoint temporary committees. The scope of responsibility of a delegated member of the Supervisory Board and the committee is specified in a resolution of the Supervisory Board.

The Supervisory Board adopts its resolutions by an absolute majority of votes. In the event of a voting tie, the Chairman of the Supervisory Board has the casting vote. Resolutions of the Supervisory Board may be adopted using means of direct remote communication and circular vote. Additionally, the Articles of Association stipulate that a vote may be cast in writing through another member of the Supervisory Board.

Resolutions of the Supervisory Board are adopted in an open ballot, except for resolutions concerning the appointment of the Chairperson, Deputy Chairperson or the Secretary of the Supervisory Board, delegation of members of the Supervisory Board to temporarily fill in for members of the Management Board and for resolutions on appointing, suspending and dismissing the President, members of the Management Board or the entire Management Board as well and making decisions to stop such suspension, which are adopted in a secret ballot. Moreover, a secret ballot may be held at the request of a member of the Supervisory Board.

The Supervisory Board elects from among its members the Chairperson and Deputy Chairperson and may also elect the Secretary from among its members.

In accordance with the Rules and Regulations of the Supervisory Board, apart from appointing the audit committee and the nomination and compensation committee, provided for in the Articles of Association to properly perform its supervision, the Supervisory Board may appoint other permanent advisory and consultative committees whose competencies, composition and manner of operation are laid down in the rules and regulations of the committee in question adopted by the Supervisory Board. The Bylaws provide for the possibility for the Supervisory Board and its appointed committees to use the services provided by experts and consulting firms.

Members of the Management Board, PZU’s employees relevant to the issue under consideration selected by the Management Board and other persons invited by the Supervisory Board may take part in the meetings of the Supervisory Board without the right to vote. In specific cases, the Supervisory Board may also invite members of the management board or supervisory board of other PZU Group member companies. Moreover, members of the Supervisory Board, with the consent of the Supervisory Board, may select no more than one advisor authorized to take part in the meetings of the Supervisory Board devoted to reports and financial statements and give their advice, provided that such a person adheres to the rules of confidentiality and signs a confidentiality undertaking.

At present, the following committees operate as part of the PZU Supervisory Board:

• audit committee;
• nomination and compensation committee;
• strategy committee.

The Articles of Association provide for the appointment of an audit committee by the Supervisory Board. The audit committee shall include at least three members. Pursuant to the Act of 21 June 2017 on Statutory Auditors, Audit Firms and Public Supervision, at least one member of the audit committee appointed by the Supervisory Board should hold qualifications in accounting or auditing financial statements. Furthermore, the majority of the audit committee members, including its chairman, should meet the statutory independence criteria (independent member) concerning, without limitation, professional or family ties, especially to managers or supervisors of PZU or PZU Group entities. The detailed tasks and for appointing members of the audit committee and its operation are specified in a resolution of the Supervisory Board which takes into account the relevant competencies and experience of candidates in respect of the matters entrusted to this committee.

In accordance with the rules and regulations of the audit committee adopted by a resolution of the Supervisory Board, the audit committee is an advisory and consultative body to the Supervisory Board and is appointed to improve the effective supervision of the correctness of financial reporting and the effectiveness of internal control, including internal audit and risk management, exercised by the Supervisory Board. In addition, the audit committee may request the Supervisory Board to request specific control activities in the Company, whereby the requested activities may be performed by an internal unit or external entity.

The audit committee was appointed by a Supervisory Board resolution of 3 June 2008.

The following persons sat on the audit committee as at 1 January 2019:

• Alojzy Nowak – Committee Chairman;
• Marcin Chludziński – Committee Member;
• Maciej Zaborowski – Committee Member.

On 27 March 2019 the PZU Supervisory Board resolved that the audit committee will number 4 people and simultaneously established the following composition of the committee:

• Alojzy Nowak – Committee Chairman;
• Marcin Chludziński – Committee Member;
• Robert Śnitko – Committee Member;
• Maciej Zaborowski – Committee Member.

The audit committee composition was extended to 5 people on 27 May 2019 while establishing the following composition:

• Alojzy Nowak – Committee Chairman;
• Marcin Chludziński – Committee Member;
• Krzysztof Opolski – Committee Member;
• Robert Śnitko – Committee Member;
• Maciej Zaborowski – Committee Member.

As at 31 December 2019, the composition of the committee was unchanged.

Alojzy Nowak, Krzysztof Opolski, Robert Śnitko and Maciej Zaborowski submitted a declaration of being independent members within the meaning of Article 129 Section 3 of the Act on Statutory Auditors, Audit Firms and Public Supervision. All audit committee members submitted a declaration of having the knowledge and skills in the industry in which PZU operates.

The following audit committee members hold qualifications in accounting or auditing financial statements: Alojzy Nowak, Krzysztof Opolski, Robert Śnitko and Marcin Chludziński.

The qualifications of committee members in accounting and auditing financial statements and the knowledge and skills in the insurance industry stem from the education, experience and professional practice gained by the various committee members

In 2019, the audit committee held 16 meetings.

In accordance with the Rules and Regulations of the Supervisory Board, once PZU’s shares are listed on a regulated market within the meaning of the Financial Instruments Trading Act of 29 July 2005, the Supervisory Board may appoint a nomination and compensation committee.

In accordance with the Articles of Association, detailed responsibilities and the method of appointing members of the nomination and compensation committee, the manner of its operation and remunerations are defined by a Supervisory Board resolution. The committee should include at least one independent member. If the Supervisory Board includes five members elected in a vote, the nomination and compensation committee is not appointed and its tasks are carried out by the entire Supervisory Board.

According to the regulations of the nomination and compensation committee adopted by a resolution of the Supervisory Board of 4 April 2013, the committee is an advisory and consultative body to the Supervisory Board and is appointed to improve the effectiveness of the Supervisory Board’s oversight activities related to establishing the management structure, including organizational issues, the remuneration system and principles and the selection of properly qualified staff.

The committee is dissolved once five members of the Supervisory Board are elected by group voting, following which its powers are taken over by the whole Supervisory Board.

The following persons sat on the nomination and compensation committee as at 1 January 2019:

• Paweł Górecki – Committee Chairman;
• Agata Górnicka – Committee Member;
• Katarzyna Lewandowska – Committee Member;
• Maciej Łopiński – Committee Member.

On 27 March 2019 the PZU Supervisory Board resolved that the nomination and compensation committee will number 6 people and simultaneously established the following composition of the committee:

• Paweł Górecki – Committee Chairman;
• Katarzyna Lewandowska – Committee Member;
• Agata Górnicka – Committee Member;
• Alojzy Nowak – Committee Member;
• Robert Jastrzębski – Committee Member;
• Maciej Łopiński – Committee Member.

In connection with the appointment of the PZU Supervisory Board for its new term of office, the composition of the nomination and compensation committee was established as of 27 May 2019 as follows:

• Robert Jastrzębski – Committee Chairman;
• Agata Górnicka – Committee Member;
• Paweł Górecki – Committee Member;
• Tomasz Kuczur – Committee Member;
• Maciej Łopiński – Committee Member;
• Alojzy Nowak – Committee Member.

The nomination and compensation committee composition was extended to 7 people on 29 November 2019 while establishing the following composition:

• Robert Jastrzębski – Committee Chairman;
• Agata Górnicka – Committee Member;
• Paweł Górecki – Committee Member;
• Tomasz Kuczur – Committee Member;
• Maciej Łopiński – Committee Member;
• Elżbieta Mączyńska-Ziemacka;
• Alojzy Nowak – Committee Member.

As at 31 December 2019, the composition of the committee was unchanged.

According to the rules and regulations of the strategy committee adopted by a resolution of the Supervisory Board of 4 April 2013, the committee is an advisory and consultative body to the Supervisory Board and is appointed to improve the effectiveness of the Supervisory Board’s oversight activities related to issuing opinions on all strategic documents presented by the Management Board (in particular, the growth strategy) and providing the Supervisory Board with recommendations on planned investments that materially affect the Company’s assets.

The following people served on the strategy committee as at 1 January 2019:

• Alojzy Nowak – Committee Chairman;
• Marcin Chludziński – Committee Member;
• Agata Górnicka – Committee Member;
• Robert Jastrzębski – Committee Member;
• Robert Śnitko – Committee Member;
• Maciej Zaborowski – Committee Member.

In connection with the changes in the PZU Supervisory Board, on 27 May 2019 the PZU Supervisory Board resolved that the strategy committee would number 6 people, while simultaneously establishing the following composition of the committee:

• Alojzy Nowak – Committee Chairman;
• Marcin Chludziński – Committee Member;
• Agata Górnicka – Committee Member;
• Robert Jastrzębski – Committee Member;
• Robert Śnitko – Committee Member;
• Maciej Zaborowski – Committee Member.

As at 31 December 2019, the composition of the committee was unchanged.

Supervisory Board’s activity in 2019

The Supervisory Board held 13 meetings in 2019 at which it adopted 93 resolutions. It also adopted 22 resolutions between meetings under the written procedure. These resolutions pertained to all the areas of the Company’s business and were consistent with the scope of oversight functions defined by the requirements of the generally binding law, the Insurance and Reinsurance Activity Act of 11 September 2015, the Polish FSA’s recommendations, corporate governance rules and the ones described in PZU’s Articles of Association and the Supervisory Board Rules and Regulations.

The results generated by the PZU Group and various business divisions were regularly discussed and evaluated at Supervisory Board meetings in 2019 versus the financial plan. The Supervisory Board also discussed and accepted other legally-required detailed reports on various areas of the Company’s business, including, among others, regular reports on risk, compliance, audit and IT security. On top of that, the Supervisory Board monitored the execution of the PZU Group Strategy for 2017-2020 on an ongoing basis.

During regular meetings held in 2019 the Supervisory Board’s committees discussed in detail the most important issues relating to the various areas of the company’s business, which must be approved by the Supervisory Board in accordance with the prevailing regulations.

The table below illustrates the attendance of Supervisory Board members in Supervisory Board meetings in 2019.

Management Board composition

In accordance with PZU’s Articles of Association, the Management Board is composed of three to eight members appointed for a joint term of office spanning three consecutive full financial years.

Management Board Members, including the President of the Management Board, are appointed and dismissed by the Supervisory Board. Such appointment takes place following a recruitment procedure designed to verify and evaluate qualifications of the candidates and to select the best candidate, for a shared term of office of three consecutive full financial years. The President of the Management Board of the new term of office appointed before the current term elapses has the right to submit a motion to the Supervisory Board requesting appointment of the remaining Management Board members of the new term of office before the current term elapses.

A Management Board Member must fulfill all of the following conditions:

• holds a graduate degree or a graduate degree received abroad and recognized in the Republic of Poland pursuant to separate regulations;
• has at least 5-year employment period based on an employment agreement, appointment, selection, nomination, cooperative employment agreement or provision of services on the basis of another contract or conducting business activity on one’s own account;
• has at least 3 years of experience on managerial or independent positions or arising from conducting business activity on one’s own account;
• in addition to the above requirements, meets other requirements arising from separate regulations, in particular is not in breach of any restrictions or prohibitions for holding an executive position in commercial companies.

A Management Board Member may not be a person who fulfills at least one of the following conditions:

• acts as a social associate or is an employee of an MP’s office, senator’s office, MP-senator’s office or office of a member of European Parliament pursuant to an employment agreement or provides work on the basis of a mandate agreement or other similar agreement;
• is a member of a political party’s governing body externally representing a political party and authorized to take down obligations;
• is employed by a political party pursuant to an employment agreement or provides work on the basis of a mandate agreement or other similar agreement;
• is an elected official of a company trade union or a company trade union in a group company;
• his/her public or business activity raises conflict of interest with the Company’s business.

As of 1 January 2019 the Management Board composition was as follows:

• Paweł Surówka – President of the Management Board;
• Roger Hodgkiss – Management Board Member;
• Tomasz Kulik – Management Board Member;
• Maciej Rapkiewicz – Management Board Member;
• Małgorzata Sadurska – Management Board Member.

On 27 March 2019 the PZU Supervisory Board adopted a resolution to appoint Paweł Surówka to the PZU Management Board for the new term of office and entrusted him with discharging the function of CEO of PZU.

The appointment of Paweł Surówka was for the joint term of office commencing as of the date on which the PZU Supervisory Board resolution on his appointment was adopted and will span three full financial years from 2020-2022.

On 28 March 2019, the PZU Supervisory Board adopted resolutions to appoint the following persons to the PZU Management Board for its new term of office:

• Tomasz Kulik, entrusting him with discharging the function of Management Board Member;
• Maciej Rapkiewicz, entrusting him with discharging the function of Management Board Member;
• Małgorzata Sadurska, entrusting her with discharging the function of Management Board Member;
• Marcin Eckert, entrusting him with discharging the function of Management Board Member;
• Adam Brzozowski, entrusting him with discharging the function of Management Board Member;
• Elżbieta Häuser-Schöneich, entrusting her with discharging the function of Management Board Member.

Adam Brzozowski and Elżbieta Häuser-Schöneich were appointed on the day following the day of holding the PZU Ordinary Shareholder Meeting approving the financial statements for the 2018 financial year for a joint term of office commencing at the time of appointing the CEO of PZU and spanning the three full financial years from 2020 to 2022.

The other persons were appointed on 28 March 2019 for a joint term of office commencing at the time of appointing the CEO of PZU and spanning the three full financial years from 2020 to 2022.

The mandate held by PZU Management Board Member Roger Hodgkiss expired on 24 May 2019 in connection with the holding of the PZU Ordinary Shareholder Meeting.

Aleksandra Agatowska was appointed to the PZU Management Board on 24 October 2019.

As at the date of conveying this periodic report, the PZU Management Board consisted of the following persons:

• Paweł Surówka – President of the Management Board;
• Tomasz Kulik – Management Board Member;
• Maciej Rapkiewicz – Management Board Member;
• Małgorzata Sadurska – Management Board Member;
• Marcin Eckert – Management Board Member;
• Adam Brzozowski – Management Board Member;
• Elżbieta Häuser-Schöneich – Management Board Member;
• Aleksandra Agatowska – PZU Management Board Member.

Up to the date of publication of this report, the Management Board composition has not changed. Current composition of the Management Board is available at the PZU's website: https://www.pzu.pl/en/investor-relations/about-the-group/management-and-supervisory-board

The current term of office of the PZU Management Board spans three full consecutive financial years from 2020 to 2022. The mandates of the Management Board members will expire no later than on the date of the Shareholder Meeting approving the financial statements for the most recent full financial year of the discharge of their functions.

Management Board’s powers and operating rules

The Management Board exercises any and all rights related to managing PZU which are not otherwise reserved by law or the provisions of the Articles of Association to the Shareholder Meeting or the Supervisory Board. Two Management Board members acting jointly or one Management Board member acting jointly with a commercial proxy are authorized to represent the Company. The Management Board adopts its rules and regulations, which are approved by the Supervisory Board. The Rules and Regulations of the Management Board were adopted by the Management Board on 2 October 2012, amended by a Management Board resolution on 8 April 2013 and on 10 May 2018 and approved by a resolution of the Supervisory Board on 15 May 2018.

The Rules and Regulations of the Management Board define:

• the scope of the Management Board’s powers and activities that require approval or confirmation by the Supervisory Board;
• powers of the President of the Management Board and other Management Board members;
• principles and organization of the Management Board’s activities, including its meetings and decision making procedures;
• rights and obligations of Management Board members upon dismissal.

In accordance with the Rules and Regulations of the Management Board, Management Board resolutions are especially required for:

• adoption of a long-term plan for the Company’s development and operations;
• adopting an action and development plan for the PZU Group;
• adoption of an annual financial plan and a report on its implementation;
• accepting the Management Board’s report on the Company’s activity and the Management Board’s report on the activity of the PZU Group and the Company’s financial statements and consolidated financial statements of the PZU Group for the previous financial year;
• accepting the solvency and financial condition report of the Company and the solvency and financial condition report of the PZU Group;
• accepting the Company’s own risk and solvency assessment report and the PZU Group’s own risk and solvency assessment report;
• adoption of a report on representation expenditures and expenditures for legal, marketing, public relations and public communication services and management consulting services;
• approval of a motion to distribute profit or cover loss;
• determining premiums in compulsory and voluntary insurance and the general terms and conditions of voluntary insurance;
• determination of the scope and size of outward reinsurance and the tasks for inward reinsurance;
• adoption of an annual audit and control plan and a report on its implementation with conclusions;
• determining the terms and conditions of investment, prevention and sponsoring activities;
• granting sureties and guarantees excluding insurance operations and contracting or providing credit facilities or loans by the Company - excluding credit facilities and loans granted from the Company Social Benefits Fund;
• appointment of a commercial proxy.

In accordance with the Rules and Regulations, Management Board meetings are held at least once a fortnight. The work of the Management Board is headed by the President of the Management Board whose powers include in particular:

• defining the scope of responsibility of each member of the Management Board;
• convening meetings of the Management Board;
• setting the agenda of meetings of the Management Board;
• applying to the Supervisory Board for appointing or dismissing members of the Management Board;
• designating a person to administer the work of the Management Board during the absence of the President of the Management Board.

The work of the Management Board is headed by the President of the Management Board who defines the scope of responsibility for each member of the Management Board.

The Management Board prepares and presents to the Shareholder Meeting a report on representation expenditures and expenditures for legal, marketing, public relations and public communication services and management consulting services.

Resolutions of the Management Board are adopted only in the presence of the President of the Management Board or a person designated to head the work of the Management Board during the President’s absence.

Resolutions of the Management Board are adopted by an absolute majority of votes; in the event of a voting tie, the President has the casting vote. The Management Board, with the CEO’s consent, may adopt resolutions in writing, or in electronic form (i.e. using means of remote communication and a qualified electronic signature). The Articles of Association also provide that meetings of the Management Board may be held using means of direct remote communication.

The President of the Management Board makes decisions in the form of orders and official instructions. Other members of the Management Board administer the operations of the Company within the scope specified by the President.

PZU’s Articles of Association do not provide for the Management Board to have rights concerning decisions on issuing or redeeming shares.

Presented below are the scopes of responsibility of the Management Board members in office in 2019:

Paweł Surówka

CEO of PZU from 13 April 2017 / CEO of PZU Życie from 23 June 2016 to 13 April 2017 / Chairman of the Bank Pekao Supervisory Board since 8 June 2017

Graduate of Universitẻ Panthẻon Sorbonne, Ecole des Hautes Etudes en Sciences Sociales (EHESS) and Hochschule für Philosophie in Munich. He is a CFA Charterholder. In 2016, he was head of corporate and investment banking in Germany of PKO Bank Polski, Poland’s biggest bank. He set up PKO’s Frankfurt branch, the first outlet of this kind of a Polish bank. He started his career with Merrill Lynch Bank of America in Paris where he was responsible for the biggest private and institutional clients from CEE. In the Boryszew Group (Management Board Member) he was responsible for the restructuring of its German automotive division. He is fluent in four languages. He has been named Young Global Leader (YGL) by the World Economic Forum. One of the most effective managers of stock listed companies in Poland according to Harvard Business Review.

Adam Brzozowski

Member of the PZU Management Board since 25 May 2019 / PZU Group Director at PZU Życie since 25 May 2019

He studied economics and banking at universities inPoland and received his degree in management from Kingston University in London. He gained experience working for international corporations, consulting firms and the startup community, including as InsurTech Leader at EY in the Asia-Pacific region or as Head of Operations and Technology for Octo UK. During his career, he developed digital strategies, implemented innovative solutions and customized products with a transformative approach to insurance pricing and analytics. He worked with companies such as Allianz Insurance, BMW, Coverbox, InsureTheBox, Swiss Re and Zurich Insurance.

Marcin Eckert

PZU Management Board Member since 28 March 2019 / PZU Życie Management Board Member since 1 May 2019

Graduate of the Faculty of Law and Administration at the Nicolaus Copernicus University in Toruń. Graduate of the Leadership Academy for Poland. Associated with the PZU Group since 2017, where he previously was Managing Director on Corporate Matters. Since 2001 he has been practicing as a legal advisor. He specializes in commercial law, tax law, labor law. Prior to his employment in the PZU Group, he was a Senior Associate at Bird & Bird Szepietowski i wspólnicy (as leader of the Benefits & Compensation practice). Previously he was also associated with TGC Corporate Lawyers Warszawa (Director of the Tax Department), Mazars & Guerard Audyt (Director of the Law and Tax Department ) and Ernst & Young (Senior Manager).

Elżbieta Häuser–Schöneich

PZU Management Board Member since 25 May 2019 / PZU Życie Management Board Member since 1 June 2019

She is a graduate in art history from the Catholic University in Lublin and of post-graduate studies in Value- Based Management at the Warsaw School of Economics. She is also a graduate of the General Management Programme at CEDEP/INSEAD and the Entrepreneurship and Innovation program at Stanford University. She has more than twenty years of experience in business development, management, sales and marketing gained in international institutions operating in the insurance, telecommunications and FMCG industries. Through most of her professional career, she was associated with the life and property insurance markets. She was one of the creators of the direct insurance market in Poland. In 2005-2007 associated with ING Nationale- Nederlanden. In 2008-2015 she worked for the Aviva Group as vice-president and a supervisory board member of one of the group companies. Prior to taking a position in the PZU Management Board she was a management board member with T-Mobile Polska.

Tomasz Kulik

PZU Management Board Member since 14 October 2016 / PZU Życie Management Board Member since 19 October 2016 / Alior Bank’s Supervisory Board Chairman since 9 September 2017 / TFI PZU’s Supervisory Board Chairiman since 26 June 2018

He graduated from the Warsaw School of Economics. He also completed MBA studies at the University of Illinois and the Warsaw-Illinois Executive MBA program and is a graduate of the Harvard Business School Advanced Management Program. A member of The Association of Chartered Certified Accountants (ACCA). Through most of his professional career, he was associated with the Aviva Group (former Commercial Union). Prior to his appointment to the PZU Management Board, he served as the Director of the Planning and Controlling Department. He prepared the PZU Group’s strategy for the years 2016-2020 and the PZU Group’s capital and dividend policy.

Maciej Rapkiewicz

PZU Management Board Member since 22 March 2016 / PZU Życie since 25 May 2016

He graduated from the Faculty of Law and Administration at the University of Łódź and completed post-graduate studies in business insurance, an MBA in finance and insurance and risk management. Associated with the PZU Group intermittently since 1998. From 2006 to 2009 he was a Management Board Member and then Vice-President of the TFI PZU Management Board. Since 2015 he has worked for TFI BGK S.A., serving as a Management Board Member. He was also the President of the ŁSSE S.A. Management Board. He sits on supervisory boards of PZU Group companies: Alior Bank, PTE PZU, LINK4. He served on supervisory boards of foreign companies owned by the PZU Group. He also sat on supervisory boards of companies not affiliated with PZU.

Małgorzata Sadurska

PZU Management Board Member since 13 June 2017 / PZU Życie Management Board Member since 19 June 2017

Graduate of the Law and Administration Faculty of the Maria Curie-Skłodowska University in Lublin and a post-graduate course in Organization and Management at the Lublin School of Business. She completed her Master of Business Administration at the Faculty of Management at the Lublin University of Technology. From 2002 to 2005, she was a Member of the Puławy County Board. From 2005 to 2015, she was a member of the Sejm of the Republic of Poland. She was also member of the National Council of the Judiciary of Poland, Chairwoman of the Supervisory Board of the ZUS Social Insurance Institution. In 2007, she was the Secretary of the State on labor and social policy at the Prime Minister’s Office. In 2015-2017, she served as Head of the Chancellery of the President of the Republic of Poland.

Aleksandra Agatowska

ACEO of PZU Życie since 19 February 2020 / PZU Życie Management Board Member since 25 March 2016 / PZU Management Board Member since 24 October 2019 till 19 February 2020 and PZU Group Director (from 25 March 2016 to 23 October 2019, reappointed from 20 February 2020)

Graduate of the Jagiellonian University majoring in Economic Sociology and Market Research. She gained her professional experience working for ING Życie, ING Powszechne Towarzystwo Emerytalne and ING Spółka Dystrybucyjna. She also collaborated with the team of the Public Policy Evaluation and Analysis Center. For HDI (currently Warta S.A.), she manager the product marketing team, developing and executing sales support campaigns. Then she headed the Marketing Intelligence team at Sony Europe. At Philips S.A. she managed the Marketing and Business Intelligence team in 17 countries of the region. As an external consultant, she advised among others Aviva on the implementation of distribution channel projects.

Roman Pałac

PZU Życie SA Management Board Member since 20 February 2020 / CEO of PZU Życie since 26 April 2017 till 19 February 2020 and PZU Group Director since 15 February 2016

He graduated from the Economics Faculty at the Warsaw School of Economics. Also a Master of Business Administration (MBA) graduate from the London Business School. Has extensive experience working for Polish and foreign financial institutions. In 2003-2007 he worked as a Project Manager for the World Bank. From 2009 to 2016 associated with The Boston Consulting Group, where he worked for the largest financial sector companies in Poland and abroad. Served on the PZU Group Management Board since February 2016. Appointed to the position of the CEO of PZU Życie in April 2017.

Bartłomiej Litwińczuk

PZU Życie Management Board Member and PZU Group Director since 19 August 2016

Graduated from the Faculty of Law and Administration at the University of Warsaw. Advocate at the Bar Association in Warsaw. Practiced as an advocate specializing in civil law. He combines the knowledge of business with extensive experience resulting from his provision of legal assistance services, in particular in case related to commercial company law, copyright law, administrative law and criminal business law. He also served as an advisor to the Extraordinary Committee of the Sejm for changes in legal codes. He has acquired experience in corporate governance serving as a member of supervisory bodies of commercial law companies.

Dorota Macieja

Supervisory Board Member

Graduate of Polish philology at the University of Warsaw. Associated with the PZU Group since 2016. As a director, she supervised prevention and sponsoring activities at PZU and PZU Życie. In 2010-2016, she coordinated and managed publishing and film production projects. In 2008-2010, she served as deputy director and director of Channel 1 of Telewizja Polska SA. Earlier, in 2007, she headed TVP1’s News program. For many years, a journalist working for Tygodnik Solidarność, Wprost and Radio Free Europe. During martial law in Poland, she was associated with the underground publishing house “Wola”.

Presented below are the scopes of responsibility of the Management Board members as at 5 June 2020: