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.
PZU Group

List of GRIs

List of GRIs

Supervisory Board and Management Board

PZU AR 2021 > Ethics and governance > Supervisory Board and Management Board
Facebook Twitter All
Insurance
Health
Investments
Banking
Best Pratices in PZU
Policy
Covid-19
Integrated Navigation
Page tools:

Supervisory Board

Composition of the Supervisory Board

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 Supervisory Board Member must hold qualifications in accounting or auditing financial statements within the meaning of the Act on Statutory Auditors, Audit Firms and Public Supervision. At least two Supervisory Board Members must meet the independence criteria set forth in the Best Practices of WSE Listed Companies adopted by the Supervisory Board of Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange). Independent members of the Supervisory Board submit a written representation to the Company on meeting all the independence criteria and an obligation to notify the Company immediately about ceasing to meet such criteria.

The Articles of Association give the State Treasury the right to appoint and dismiss one Supervisory Board Member 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 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;
  • meets the requirements for a member of a supervising body as laid down in separate regulations.

The Supervisory Board elects the Supervisory Board Chairperson and Supervisory Board Deputy Chairperson from among its Members.

The Supervisory Board may elect the Supervisory Board Secretary from among its Members. The Supervisory Board Secretary supports the Supervisory Board Chairperson in discharging his/her duties specified in the Supervisory Board Rules and Regulations, in particular by:

  • organizing the work of the Supervisory Board;
  • supervising over the organizational and technical support for Supervisory Board meetings;
  • ensuring that minutes of meetings of the Supervisory Board are kept;
  • presenting draft reports prepared by the Supervisory Board as required by Company’s Articles of Association.

The mandate of a Supervisory Board Member expires at the end of his or her term of office or as a result of his or her demise, resignation or dismissal from the Supervisory Board.

Changes in composition of the PZU Supervisory Board in 2021

As at 1 January 2021, the following persons sat on the PZU Supervisory Board:

  • Maciej Łopiński – Supervisory Board Chairman;
  • Paweł Górecki – Supervisory Board Deputy Chairman;
  • Robert Śnitko – 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;
  • Józef Wierzbowski – Supervisory Board Member;
  • Maciej Zaborowski – Supervisory Board Member.

On 7 June 2021, Maciej Łopiński submitted his resignation from serving in the capacity of Chairman of the PZU Supervisory Board and from membership in the Supervisory Board.

Accordingly, from 8 June 2021 the Supervisory Board’s composition was as follows:

  • Paweł Górecki – Supervisory Board Deputy Chairman;
  • Robert Śnitko – 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;
  • Józef Wierzbowski – Supervisory Board Member;
  • Maciej Zaborowski – Supervisory Board Member.

On 16 June 2021, the PZU Ordinary Shareholder Meeting appointed Paweł Mucha to the Supervisory Board. On the same day, the Supervisory Board appointed Paweł Mucha the Chairman of the Supervisory Board.

Accordingly, from 16 June 2021 the Supervisory Board’s composition was as follows:

  • Paweł Mucha – Supervisory Board Chairman;
  • Paweł Górecki – Supervisory Board Deputy Chairman;
  • Robert Śnitko – 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;
  • Józef Wierzbowski – Supervisory Board Member;
  • Maciej Zaborowski – Supervisory Board Member.

On 11 October 2021, Mr. Tomasz Kuczur tendered his resignation from membership in the PZU SA Supervisory Board, effective as of 11 October 2021.

On 12 October 2021, the Extraordinary Shareholder Meeting of PZU appointed Radosław Sierpiński to the PZU Supervisory Board.

Accordingly, from 12 October 2021 the Supervisory Board’s composition was as follows:

  • Paweł Mucha – Supervisory Board Chairman;
  • Paweł Górecki – Supervisory Board Deputy Chairman;
  • Robert Śnitko – Supervisory Board Secretary;
  • Marcin Chludziński – Supervisory Board Member;
  • Agata Górnicka – Supervisory Board Member;
  • Robert Jastrzębski – Supervisory Board Member;
  • Elżbieta Mączyńska-Ziemacka – Supervisory Board Member;
  • Krzysztof Opolski – Supervisory Board Member;
  • Radosław Sierpiński – Supervisory Board Member;
  • Józef Wierzbowski – 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 was 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.

Paweł Mucha, Robert Śnitko, Robert Jastrzębski, Elżbieta Mączyńska-Ziemacka, Krzysztof Opolski, Józef Wierzbowski and Maciej Zaborowski submitted representations that they meet the independence criteria set forth in the Best Practices of WSE Listed Companies adopted by the Supervisory Board of Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange).

PZU’s Supervisory Board composition as at 31 December 2021

Name Period of acting in the capacity of a PZU Supervisory Board Member
Paweł Mucha Supervisory Board Chairman since 16 June 2021 (on the Supervisory Board since 16 June 2021)
Paweł Górecki Supervisory Board Deputy Chairman since 9 January 2018 (on the Supervisory Board since 8 February 2017)
Robert Śnitko Supervisory Board Secretary since 28 April 2020 (in the Supervisory Board since 12 April 2017)
Marcin Chludziński Supervisory Board Member since 7 January 2016
Agata Górnicka Supervisory Board Member since 8 February 2017
Robert Jastrzębski Supervisory Board Member since 9 March 2018
Elżbieta Mączyńska-Ziemacka Supervisory Board Member since 24 May 2019
Krzysztof Opolski Supervisory Board Member since 24 May 2019
Radosław Sierpiński Supervisory Board Member since 12 October 2021
Józef Wierzbowski Supervisory Board Member since 26 May 2020
Maciej Zaborowski Supervisory Board Member since 7 January 2016

Paweł Mucha

Supervisory Board Chairman

On the Supervisory Board since 16 June 2021.

Attorney-at-law, graduated from the Faculty of Law and Administration at the Adam Mickiewicz University in Poznań. Social adviser to Andrzej Duda, the President of Poland and Adviser to Adam Glapiński, the President of the National Bank of Poland. From 2016 to 2020 he was the Secretary of State in the Office of the President of the Republic of Poland and from 2017 to 2020 the Deputy Head of the Office of the President of the Republic of Poland. Councillor (radny) of the Zachodniopomorskie Voivodeship assembly. He has gained experience in supervisory and control authorities in providing legal services to businesses, including companies of vital importance for the state economy, individuals and organizational units of local governments. From July 2010 to December 2016 he ran an independent legal practice. In 2016 he was entered in the list of non-practicing attorneys. University teacher.

Paweł Górecki

Supervisory Board Deputy Chairman

On the Supervisory Board since 8 February 2017.

Doctor of juridical science and attorney-at-law Graduated from the Faculty of Law, Administration and Economics of the University of Wroclaw. 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. He specializes in corporate law, the capital market and the application of court and administrative procedures. Member of supervisory boards of several capital companies. Currently, Vice-President of the KDPW S.A. Management Board and Supervisory Board Deputy Chairman of ARP Leasing Sp. z.o.o.

Robert Śnitko

Supervisory Board Secretary

On the Supervisory Board since 12 April 2017.

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. University teacher, advisor to the Management Board of Totalizator Sportowy Sp. z o.o. Member of the International Institute for Strategic Studies.

Marcin Chludziński

Supervisory Board Member

On the Supervisory Board since 7 January 2016.

Graduate of the Social Policy Institute at the University of Warsaw. Completed MBA studies at the Institute of Economics of the Polish Academy of Sciences. He worked for the University of Warsaw, the Collegium Civitas and the Łazarski University as a lecturer. President of the Management Board of KGHM Polska Miedź S.A. since June 2018. Previously, from January 2016 to June 2018 he served as the President of the Management Board of Agencja Rozwoju Przemysłu S.A. 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 charge of restructuring projects involving such companies as Przewozy Regionalne, H. Cegielski – FPS and ŚKSM, among others. President of the Republican Foundation (an 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 development-oriented restructuring of enterprises and capital investments.

Agata Górnicka

Supervisory Board Member

On the Supervisory Board since 8 February 2017.

Master’s degree in political science from the Faculty of Journalism and Political Science at the University of Warsaw. Graduate of a post-graduate study program in media management from the Kozminski University. She acquired her professional experience as follows: Telewizja Polska S.A. (2006-2012), Project Coordinator in the Bank Zachodni WBK S.A. Foundation (2012-2013) and then as the CEO’s Assistant in Bank Zachodni WBK S.A. (2013-2014) and later as the Manager of the Management Board and Supervisory Board Office in Bank Zachodni WBK S.A. (2014-2015). Director of the Political Office in the Ministry of Development in 2015-2017 and chief advisor in the Office of the Prime Minister in 2017-2018. Since April 2018 Director of the External Relations Office in PKN ORLEN S.A. and Chairwoman of the ORLEN Foundation’s Supervisory Board. In October 2019 she started to serve as a member of the Supervisory Board of ORLEN Deutschland GmbH.

Robert Jastrzębski

Supervisory Board Member

On the Supervisory Board since 9 March 2018.

Graduated from the Faculty of Law and Administration at the University of Warsaw. In 2001 he was granted a doctoral degree in juridical science and in 2009 a habilitated Ph.D. degree. Affiliated with the Faculty of Law and Administration at the University of Warsaw since 2001. He became a professor at the university in 2019. Authored about 100 academic publications. Recipients of awards and distinctions, including Awards from the Faculty of Law and Administration at the University of Warsaw for outstanding scholarly achievements and the Team Award granted by the Rector of the Warsaw School of Economics, an Award from the Rector of the University of Warsaw for activity that contributes to growth and improves the recognition of the University of Warsaw. Since 2015, Head of the Laboratory of Polish 20th Century Law and since 2019 Head of the History of Administration Department. Member of: among others, the editorial committee of the journal “Studia z Dziejów Państwa i Prawa Polskiego” [Studies in the History of Polish State and Law] (2015), the editorial team of the journal “Zeszyty Naukowe Biura Analiz Sejmowych” [Scholarly Papers of the Sejm Analysis Office] (2016) and the program board of the “Marketing i Rynek” [Marketing and Market] journal (2019).

Elżbieta Mączyńska-Ziemacka

Supervisory Board Member

On the Supervisory Board since 24 May 2019.

Graduate of the Faculty of Economics at the University of Warsaw. Professor of economic science. The author of econometric models for predicting bankruptcies in enterprises and of a concept of early warning systems pinpointing threats to business activity. Head of the postgraduate course: Real Estate Valuation held by the Institute of Corporate and Investment Finance at the Business Administration College of the Warsaw School of Economics. A 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. In 2005-2021 the President of the Polish Economic Society, currently the honorary president. Member of the Supervisory Board of Polski Bank Rozwoju S.A. in 1996-1998 and in 2005-2007 member of the Supervisory Board of BGŻ S.A. From June 2013 until August 2020 member of the Supervisory Board of PKO BP S.A. In 1994–2005 she acted as the scientific secretary and member of the Executive of the Socio-Economic Strategy Council of the Council of Ministers. She was a member of the National Development Council established by the President of the Republic of Poland.

Krzysztof Opolski

Supervisory Board Member

On the Supervisory Board since 24 May 2019.

Ordinary professor, habilitated doctor of economic sciences. Former head of the Department of Banking, Finance and Accounting at the Faculty of Economics of the University of Warsaw. Founder and long-term editor-in-chief of the journal Ekonomia. Rynek, gospodarka, społeczeństwo. [Economy. Market, Economic System, Society]. The concept author and head of numerous post-graduate studies, including “Strategic audit in public and private institutions”, “Economic efficiency of businesses”. Chief Editor of the journal “MAZOWSZE – Studia Regionalne” [“MAZOVIA – Regional Studies”], member of the Editorial Board of the journal “Bezpieczny Bank” [“Safe Bank”] journal, a member of the Academic Councils of the “Central European Economic Journal” and “E-Finanse” [“E-Finances”]. 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 managed 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. He is a published author of numerous books and academic articles on finance and management.

Radosław Sierpiński

Supervisory Board Member

On the Supervisory Board since 12 October 2021.

President of the Medical Research Agency. Prime Minister’s Plenipotentiary for the Development of the Biotechnology Sector and Poland's Independence in Blood Derivative Products.Physician and manager, specializing in medical management, clinical research, HTA and science management. He has extensive research and development experience in biotechnology and has extensive contacts with international scientific and health management institutions.

Józef Wierzbowski

Supervisory Board Member

On the Supervisory Board since 26 May 2020.

Graduate of the Maria Grzegorzewska Academy of Special Education. He completed an MBA at the Apsley Business School of London and Warsaw Management University. He has 30 years of experience in managerial positions in national and local government administration and in companies in which the State Treasury is a shareholder. He served as an advisor to the Management Board and as Deputy Director of the Audit Department in PZU SA in 2007 and 2008. He has many years of experience in supervisory boards. He sat in the Supervisory Board of BondSpot S.A. in 2016-2017 and he currently sits in the Supervisory Board of GPW Benchmark S.A. and in the Supervisory Board of System Gazociągów Tranzytowych “Europol Gaz” S.A. He is the Director of the Corporate Management Division in PGNiG Termika S.A.

Maciej Zaborowski

Supervisory Board Member

On the Supervisory Board since 7 January 2016.

Graduated from the Faculty of Law and Administration at the University of Warsaw. Completed post-graduate studies in intellectual property law and postgraduate studies in evidentiary law. He also graduated from the Harvard Law School (ALP), Center for American Law Studies and the Leadership Academy for Poland. Advocate, Ministry of Justice expert and standing mediator at the Court of Arbitration in the General Counsel to the Republic of Poland. Lecturer in the WarsawłBar Association. He runs his own legal practice and is the Managing Partner in 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 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. 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;
  • preparing an annual report on compensation for Management Board and Supervisory Board members on the rules laid down in Article 90g section 1-5 of the Act on Public Offerings and the Conditions for Offering Financial Instruments in an Organized Trading System and on Public Companies of 29 July 2005;
  • 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;
  • giving consent to the acquisition, subscription for or disposal of ownership interests 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 an approval from the Supervisory Board, except that the following require approval of the Supervisory Board:
      • subscription for or acquisition of shares or ownership interests in another company, with the value exceeding:
      • PLN 100,000,000, or
      • 10% 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,
      • disposal of shares or ownership interests in another company, with the market value exceeding:
      • PLN 100,000,000, or
      • 10% 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;
  • seconding Supervisory Board Members to perform temporarily the functions of Management Board Members who have been dismissed, resigned or are unable to perform their functions for other reasons;
  • accepting instructions on how the Company’s representatives should vote at Shareholder Meetings of PZU Życie SA in matters on increasing or decreasing the share capital, issuing bonds, selling or leasing PZU Życie SA’s enterprise or establishing a usufruct right on the enterprise, dividing PZU Życie SA, merging PZU Życie SA with another company, liquidating or dissolving PZU Życie SA;
  • 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 Rules and Regulations of the Management Board;
  • performing tasks resulting from the guidelines or recommendations of regulatory authorities, in particular the Polish Financial Supervision Authority, adopted in the Company;
  • examining and consulting matters submitted by the Management Board for deliberation at the Shareholder Meeting.

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

  • acquisition or disposal of real property, perpetual usufruct or share in a real property or perpetual usufruct with a value exceeding the equivalent of EUR 3,000,000;
  • execution, by the Company and a related party, of a material transaction of the kind referred to in Article 90i(3) of the Act of 29 July 2005 on Public Offerings and the Conditions for Offering Financial Instruments in an Organized Trading System and on Public Companies, taking into account the exclusions and specific regulations in this respect laid down in Chapter 4b of this Act;
  • consent for the Issuer to enter into 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 under this agreement or other agreements executed with the same entity is greater than PLN 500,000 annually;
  • amending an agreement to provide legal, marketing, public relations and public communication services or management consulting services by increasing the said fee above the net amount of PLN 500,000 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 20,000 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 agreement or another agreement having a similar effect, the value of which exceeds PLN 50,000 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;
  • subject to § 18 item 11 of the Articles of Association, the disposal of non-current assets within the meaning of the Accounting Act of 29 September 1994 classified as intangible assets, property, plant and equipment or long-term investments, including contribution to a company or a cooperative – if the market value of those assets exceeds 5% 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; and also handing those assets over for use to another entity for a period longer than 180 days in a calendar year based on a legal act, if the market value of the subject matter of the legal act exceeds 5% of total assets, whereas the handing over of assets for use in the case of:
      • lease, rental and other agreements to hand over an asset for use to other entities against payment, the market value of the subject matter of a legal act is defined as the value of benefits for:
        • one year if the asset is handed over on the basis of contracts entered into for an unspecified term,
        • the full duration of the term of validity in the case of contracts entered into for an unspecified term,
      • lending for use agreements and other agreements to hand over an asset to other entities for gratuitous use, the market value of the subject matter of a legal act is defined as the value of benefits that would be due if a lease or rental agreement was executed instead, for:
        • one year if the asset is to be handed over on the basis of a contract entered into for an unspecified term,
        • the full duration of the term of validity in the case of contracts executed for an unspecified term;
      • subject to § 18 item 11, the acquisition of non-current assets within the meaning of the Accounting Act of 29 September 1994, with the value exceeding:
        • PLN 100,000,000, or
        • 5% 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 Rules and Regulations of the Supervisory Board which define its organization and manner of acting. The current Rules and Regulations, adopted by a Supervisory Board resolution of 9 September 2020, define the composition and manner of appointing members to the Supervisory Board, the tasks and scope of its operations and the procedure for convening and conducting meetings.

The Supervisory Board is required to meet at least once every quarter. Supervisory Board Members may participate in the Supervisory Board meeting using means of direct remote communication. 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 Supervisory Board Member 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 Supervisory Board Member.

The Supervisory Board adopts its resolutions in an open ballot. A secret ballot should be held at the request of even a single Supervisory Board Member.

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 management boards or supervisory boards of other PZU Group member companies. Moreover, Supervisory Board Members, 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.

To properly perform its supervisory function, the Supervisory Board may establish permanent advisory and consultative committees whose competencies, composition and manner of operation will be laid down in the rules and regulations of the committee in question adopted by the Supervisory Board. The Supervisory Board and its committees may use the services of experts and consulting firms.

Currently, the following committees operate within the Supervisory Board:

  • Audit Committee;
  • Nomination and Compensation Committee,
  • Strategy Committee.

Supervisory Board’s activity in 2021

The Supervisory Board held 14 meetings in 2021 at which it adopted 142 resolutions. It also adopted 8 resolutions between meetings by 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, KNF’s recommendations, corporate governance rules and the ones described in PZU’s Articles of Association and the Supervisory Board Rules and Regulations.

At its meetings held in 2021, the Supervisory Board regularly reviewed and evaluated the performance of both the PZU Group and its distinct business divisions in relation to 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 2021–2024 on an ongoing basis.

The Supervisory Board was also informed about the actions implemented by the Company in connection with the COVID-19 pandemic.

Due to the pandemic Supervisory Board meetings in 2021 were held in the hybrid form – some Supervisory Board Members participated in the meetings on site and some remotely.

During regular meetings held in 2021 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.

Attendance of Members in Supervisory Board meetings in 2021 Attendance at
meetings / Number of meetings over the
time of performing the mandate
Maciej Łopiński (until 7 June 2021) 7/7
Paweł Mucha (from 16 June 2021) 6/6
Paweł Górecki 13/14
Robert Śnitko 14/14
Marcin Chludziński 12/14
Agata Górnicka 14/14
Robert Jastrzębski 14/14
Tomasz Koczur (until 11 October 2021) 12 /12
Elżbieta Mączyńska-Ziemacka 14/14
Krzysztof Opolski 14/14
Radosław Sierpiński (from 12 October 2021) 2/3
Józef Wierzbowski 14/14
Maciej Zaborowski 13/14

Audit Committee

The Audit Committee was appointed by a Supervisory Board resolution of 3 June 2008.

The Audit Committee includes 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 the chairperson, 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 terms and conditions of 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 for members of the Committee.

The Audit 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 in respect of the correctness of financial reporting, the effectiveness of internal control system, including internal audit, and the risk management system. 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 scope of the Audit Committee’s activities comprises:

  • monitoring the Company’s financial reporting process,
  • monitoring the effectiveness of internal control, internal audit and risk management systems, including as regards financial reporting;
  • monitoring the performance of financial audit activities in the Company, in particular conducting the audit by the audit firm, taking into account the findings and conclusions of the Polish Audit Supervision Agency following from an inspection carried out in the audit firm;
  • assessing the independence of the statutory auditor and the audit firm;
  • providing advice and issuing opinions within the scope of the Supervisory Board’s powers relating to the activities specified in the four items above and to the extent permitted by the prevailing provisions of law and the Company’s internal regulations;
  • presenting a recommendation regarding the selection of an audit firm to perform the audit and review of the financial statements to the Supervisory Board;
  • controlling and monitoring the independence of the statutory auditor and the audit firm, including giving consent to the audit firm conducting the audit, its related entities and by a member of the audit firm’s network to provide permitted services in the Company or entities from the Company group, upon assessing the threats and safeguards of the independence of the statutory auditor and the audit firm and verification of the compensation limit for the provided services;
  • informing the Supervisory Board of the results of the audit and review and explaining how the audit has contributed to reliability of the financial reporting in the Company and the Company group, and the role of the Committee in the audit process;
  • developing a policy for the selection of an audit firm to perform the audit;
  • developing a policy for provision of permitted services by the audit firm conducting the audit, its related entities and by a member of the audit firm’s network;
  • defining a procedure for the selection of an audit firm;
  • submitting recommendations aimed at ensuring the reliability of the financial reporting process in the Company;
  • supervising the compliance function;
  • monitoring introduction of changes in the Company in connection with the recommendations issued by the key statutory auditor, Internal Audit Department (with regard to preparation of financial statements), Supervisory Board or the Committee;
  • carrying out other tasks following from generally prevailing provisions of law or entrusted by the Supervisory Board.

PZU takes into consideration the “Best practices for public interest entities pertaining to the appointment, composition and operation of the audit committee” as published by the Office of the Polish Financial Supervision Authority on 24 December 2019.

Changes in the composition of the Audit Committee in 2021

The following persons sat on the Audit Committee as at 1 January 2021:

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

As at 31 December 2021 the composition of the Committee did not change.

Knowledge, skills and experience of Audit Committee members including the way in which they were acquired

Krzysztof Opolski, Robert Śnitko and Maciej Zaborowski were designated as independent members within the meaning of Article 129 Section 3 of the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Supervision. Marcin Chludziński, Krzysztof Opolski and Robert Śnitko were designated as members holding qualifications in accounting or auditing financial statements. All Audit Committee members were named as members who have knowledge and skills in the industry in which the Company operates.

Krzysztof Opolski, PZU Supervisory Board Member since 24 May 2019, has the title of professor, Ph.D. Hab., in economic sciences; he is head of the Department of Banking, Finance and Accounting at the Faculty of Economics of the University of Warsaw. In 2009-2010 he was the head of strategic advisors to the president of the National Bank of Poland. He has many years of experience on managerial and supervisory positions in commercial law companies. He was a Supervisory Board member at Bank Handlowy w Warszawie SA, AXA Polska SA and Centrum Giełdowe SA.

Marcin Chludziński, Member of the PZU Supervisory Board from 7 January 2016, graduated from the Social Policy Institute at the University of Warsaw. Completed MBA studies at the Institute of Economics of the Polish Academy of Sciences. He is the president of the KGHM Polska Miedź SA Management Board. He has many years of experience on managerial and supervisory positions in commercial law companies. In 2016-2018 he was the president of the Management Board of Agencja Rozwoju Przemysłu SA, where he was responsible for restructuring processes, and mergers and acquisitions.

Robert Śnitko, PZU Supervisory Board Member since 12 April 2017, has the title of PhD in economics at the Warsaw School of Economics, is an university teacher and member of the International Institute for Strategic Studies. Graduate of the London School of Economics and Political Science, University of London, School of Oriental and African Studies, University of London and Faculty of Economics at the Radom Technical University. He discharged the function of director of the Sectoral, Local and Game Taxes at the Ministry of Finance. Currently he is an advisor to the Management Board of Totalizator Sportowy Sp. z o.o.

Maciej Zaborowski, PZU Supervisory Board Member since 7 January 2016, advocate and judge of the State Tribunal, graduate from the Faculty of Law and Administration at the University of Warsaw, Center for American Law Studies and Leadership Academy for Poland. He is also an expert of the Ministry of Justice, lecturer of advocate training at the Bar Association in Warsaw and permanent mediator of the Arbitration Court at the General Counsel to the Republic of Poland. He has experience on supervisory positions in commercial law companies.

Activity of the Audit Committee in 2021  

In 2021, the Audit Committee held 11 meetings.

Key issues addressed by the Audit Committee in 2021:

  • discussion of the risk report for Q4 2020 and for Q1-3 2021;
  • discussion of the annual report on the Internal Audit Department’s activity in 2020;
  • discussion of the findings of external inspections conducted in PZU in 2020;
  • discussion on the report on the Internal Audit Department’s activity in Q4 2020 and Q1-3 2021;
  • submission of recommendations to the PZU Supervisory Board on approving the Strategy in the risk management area;
  • discussion of the draft audit plan for 2022;
  • assessment of PZU’s financial statements and the PZU Group’s consolidated financial statements for the year ended 31 December 2020, and the Management Board report on the activity of the PZU Group and PZU in 2020, with the report on non-financial information;
  • discussion on the results of PZU and the PZU Group for 2020, the H1 2021 and Q1 and Q3 2021;
  • assessment of the PZU Management Board’s motion to the Shareholder Meeting to distribute PZU’s net profit for the year ended 31 December 2020;
  • discussion of the additional report for the Audit Committee;
  • acceptance of the Audit Committee’s report on its activity in 2020;
  • review the draft PZU Supervisory Board report on its assessment of PZU’s financial statements for the year ended 31 December 2020, the consolidated financial statements of the PZU Group for the year ended 31 December 2020, the Management Board report on the activity of the PZU Group and PZU in 2020 and the Management Board’s motion to distribute PZU SA’s net profit for the year ended 31 December 2020;
  • extension of the order for KPMG Audyt sp. z o.o. spółka komandytowa for the review and audit of the standalone financial statements of PZU and the consolidated financial statements of the PZU Group for 2023;
  • discussion of the Financial Plan of PZU and the PZU Group for 2021;
  • discussion of the Financial Plan of PZU and the PZU Group for 2022;
  • issuing recommendations to the Supervisory Board on the assessment of the solvency and financial condition report of PZU for the year ended 31 December 2020;
  • issuing recommendations to the Supervisory Board on the assessment of the solvency and financial condition report of the PZU Group for the year ended 31 December 2020.

The Audit Committee adopted resolutions on the acceptance of the permitted services to be provided by PZU’s auditor, KPMG Audyt sp. z o.o. sp. k., to PZU, PZU Życie and PZU Group companies. Based on an analysis of representations submitted by representatives of the entity performing the audit - KPMG Audit, the Committee made a positive assessment of the independence of the statutory auditor and the audit firm and confirmed that the auditor and the Company comply with the regulatory requirements concerning the rotation of the key statutory auditor and the audit firm performing audits of the standalone and consolidated financial statements and standalone and consolidated annual consolidated solvency and financial condition reports of PZU and the PZU Group

Attendance of members in Audit Committee meetings in 2021: Attendance at meetings / Number of meetings over the time of performing the mandate
Krzysztof Opolski 11 /11
Marcin Chludziński 9/11
Robert Śnitko 11 /11
Maciej Zaborowski 10/11

Nomination and Compensation Committee

The Nomination and Compensation Committee was appointed by a Supervisory Board resolution of 12 May 2010.

The Supervisory Board determines the number of Committee members and appoints them from among its own members. The Committee includes at least one independent member.

The Nomination and Compensation Committee is not appointed if the Supervisory Board elected by group voting is composed of 5 members. In such case the Committee’s tasks are performed by the Supervisory Board in its full composition.

The Nomination and Compensation Committee is an advisory and consultative body to the Supervisory Board. It is appointed to improve the effectiveness of the Supervisory Board’s supervision related to the development of the management structure, including organizational solutions, the remuneration principles and the selection of properly qualified staff.

The tasks of the Nomination and Compensation Committee include, in particular, issuing opinions and presenting recommendations to the Supervisory Board with regard to its decisions made with regard to:

  • concluding, terminating and amending agreements with Management Board members and setting the rules for their compensation;
  • setting the level of compensation, bonuses and additional benefits for the Management Board;
  • appointing, suspending and dismissing the President of the Management Board, Management Board Members or the entire Management Board and discontinuing suspension;
  • seconding Supervisory Board Members to perform temporarily the functions of Management Board Members who have been dismissed, resigned or cannot perform their functions for other reasons.

Moreover, the scope of the Committee’s activities may include other matters entrusted to it by the Supervisory Board.

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 Boar.

Changes in the composition of the Nomination and Compensation Committee in 2021

As at 1 January 2021, the composition of the Nomination and Compensation Committee was as follows:

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

In connection with the resignation of Maciej Łopiński from the Supervisory Board, on 7 June 2021 his membership in the Nomination and Compensation Committee also ceased.

As of 8 June 2021, the composition of the Nomination and Compensation Committee was as follows:

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

On 16 June 2021, the Supervisory Board established the following composition of the Nomination and Compensation Committee:

  • Robert Jastrzębski – Committee Chairman;
  • Paweł Górecki – Committee Member;
  • Agata Górnicka – Committee Member;
  • Tomasz Kuczur – Committee Member;
  • Elżbieta Mączyńska-Ziemacka – Committee Member;
  • Paweł Mucha – Committee Member.

In connection with the resignation of Tomasz Kuczur from the Supervisory Board tendered on 11 October 2021, effective on 11 October 2021, his membership in the Nomination and Compensation Committee also ceased.

On 12 October 2021, the Supervisory Board established the following composition of the Nomination and Compensation Committee:

  • Robert Jastrzębski – Committee Chairman;
  • Paweł Górecki – Committee Member;
  • Agata Górnicka – Committee Member;
  • Elżbieta Mączyńska-Ziemacka – Committee Member;
  • Paweł Mucha – Committee Member;
  • Radosław Sierpiński – Committee Member.

As at 31 December 2021 the composition of the Committee did not change.

Robert Jastrzębski, Paweł Mucha and Elżbieta Mączyńska-Ziemacka submitted representations that they met the independence criteria set forth in the “Best Practices of WSE Listed Companies” adopted by the Supervisory Board of Giełda Papierów Wartościowych w Warszawie SA (Warsaw Stock Exchange)

Activity of the Nomination and Compensation Committee in 2021

In 2021, 6 meetings were held.

Key issues addressed by the Nomination and Compensation Committee in 2021:

  • defining the Management Objectives for the Company’s Management Board Members for 2021;
  • conducting a recruitment procedure for a new Member of the PZU Management Board;
  • discussing a Report on implementation of the Compensation Policy for the PZU Management Board and Supervisory Board Members;
  • submitting a recommendation to the PZU Supervisory Board on giving consent to pay Members of the PZU Management Boards of deferred variable compensation under management services provision agreement for 2017, 2018 and 2019;
  • assessing the attainment of Management Objectives for 2020 and variable compensation of PZU Management Board Members for 2020;
  • discussing the PZU Supervisory Board Report on Compensation of PZU Management Board and Supervisory Board Members for 2019-2020;
  • discussing an amendment to the “Rules for assessment of suitability of the PZU SA Supervisory Board and Audit Committee”;
  • carrying out an assessment of suitability of PZU Supervisory Board Members and Audit Committee Members (individual and collective assessment);
  • discussing the amendment to the Rules for assessment of suitability of the PZU Management Board;
  • assessment of suitability of PZU Management Board Members (individual and collective assessment);
  • discussing the amendment to the Rules and Regulations of the PZU Supervisory Board’s Nomination and Compensation Committee.

Attendance of Members in Nomination and Compensation Committee meetings in 2021 Attendance at meetings / Number of meetings over the time of performing the mandate
Robert Jastrzębski 9/9
Paweł Górecki 8/9
Agata Górnicka 9/9
Tomasz Kuczur (NCC member until 11 October 2021) 8/8
Maciej Łopiński (NCC member until 7 June 2021) 3/3
Paweł Mucha (NCC member from 16 June 2021) 5/5
Elżbieta Mączyńska-Ziemacka 9/9
Radosław Sierpiński (NCC member from 12 October 2021) 1/2

Strategy Committee

The Strategy Committee was appointed by a Supervisory Board resolution of 29 July 2010.

The Supervisory Board determines the number of Committee Members and appoints them from among its own members.

The Strategy Committee is an advisory and consultative body to the Supervisory Board. It is appointed to increase the efficiency of the Supervisory Board’s supervisory activities as regards issuing opinions on strategic documents submitted by the Management Board (in particular development strategy). Its role is to present recommendations on the planned investments of material influence on the Company’s assets to the Supervisory Board.

The tasks of the Strategy Committee include, in particular, issuing opinions and presenting recommendations to the Supervisory Board with regard to its decisions pertaining to:

  • approving PZU’s long-term development plans prepared by the Management Board;
  • planned investments in PZU and the PZU Group;
  • consent for PZU to conclude an agreement with an underwriter referred to in Article 433 § 3 of the Commercial Company Code;
  • rules for purchase, subscription or sale of ownership interests and shares in companies as well as Company’s participation in other entities;
  • accepting the Management Board’s motions for purchase, subscription or sale of ownership interests and shares in companies as well as the Company’s participation in other entities;
  • consent to transferring an insurance portfolio in its entirety or in part.

Moreover, the scope of the Strategy Committee’s activities may include other matters entrusted to it by the Supervisory Board.

Changes in the composition of the Strategy Committee in 2021

As at 1 January 2021, the composition of the Strategy Committee was as follows:

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

As at 31 December 2021 the composition of the Committee did not change.

Activity of the Strategy Committee in 2021

In 2021, 6 meetings were held.

Key issues addressed by the Strategy Committee in 2021:

  • discussing the quarterly reports on the implementation of the PZU Group Strategy “New PZU”,
  • discussing the summary of the implementation of the PZU Group Strategy “New PZU”,
  • discussing the ESG Strategy for 2021-2024;
  • recommending adoption of the new PZU Group Strategy in 2021-2024 to the Supervisory Board;
  • discussing the half-year report on the implementation of the PZU Group Strategy in 2021-2024.

Most Committee meetings were attended also by the remaining Supervisory Board Members.

Attendance of members in Strategy Committee meetings in 2021 Attendance at meetings / Number of meetings over the time of performing the mandate
Robert Śnitko 6/6
Marcin Chludziński 5/6
Agata Górnicka 6/6
Robert Jastrzębski 6/6
Maciej Zaborowski 3/6

Management Board

Composition of the Management Board

The Management Board is composed of three to eight Members appointed for a joint term of office spanning three consecutive full financial years. As at 31 December 2021, the Management Board was composed of eight members.

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, consequently, to select the best candidate. 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.

The consent to appointment of two Management Board Members, President and Member responsible for risk management is issued on PZU’s motion by the Polish Financial Supervision Authority, unless the appointment applies to a person who obtained such consent in the previous term of office. If the motion pertains to a Management Board Member discharging a mandate, he/she may discharge the mandate in its existing scope until the regulatory authority issues its decision.

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

  • holds a graduate degree received in Poland 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 aforementioned 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.

Changes in the composition of the Management Board in 2021

As at 1 January 2021, the composition of the Management Board was as follows:

  • Beata Kozłowska-Chyła – President of the Management Board;
  • Ernest Bejda – Management Board Member;
  • Marcin Eckert – Management Board Member;
  • Małgorzata Kot – Management Board Member;
  • Tomasz Kulik – Management Board Member;
  • Maciej Rapkiewicz – Management Board Member;
  • Małgorzata Sadurska – Management Board Member;
  • Krzysztof Szypuła – Management Board Member.

On 7 June 2021, Marcin Eckert submitted his resignation from being a PZU Management Board Member.

Accordingly, as of 8 June 2021, the Management Board composition was as follows:

  • Beata Kozłowska-Chyła – President of the Management Board;
  • Ernest Bejda – Management Board Member;
  • Małgorzata Kot – Management Board Member;
  • Tomasz Kulik – Management Board Member;
  • Maciej Rapkiewicz – Management Board Member;
  • Małgorzata Sadurska – Management Board Member;
  • Krzysztof Szypuła – Management Board Member.

On 20 July 2021, the Supervisory Board appointed Krzysztof Kozłowski to the position of Management Board Member, effective as of 4 August 2021.

Accordingly, as of 4 August 2021 and as at 31 December 2021, the Management Board composition was as follows:

  • Beata Kozłowska-Chyła – President of the Management Board;
  • Ernest Bejda – Management Board Member;
  • Małgorzata Kot – Management Board Member;
  • Krzysztof Kozłowski – Management Board Member;
  • Tomasz Kulik – Management Board Member;
  • Maciej Rapkiewicz – Management Board Member;
  • Małgorzata Sadurska – Management Board Member;
  • Krzysztof Szypuła – Management Board Member.

On 4 February 2022, Krzysztof Szypuła tendered his resignation from the PZU Management Board.

Accordingly, as of 5 February 2022, the Management Board composition was as follows:

  • Beata Kozłowska-Chyła – President of the Management Board;
  • Ernest Bejda – Management Board Member;
  • Małgorzata Kot – Management Board Member;
  • Krzysztof Kozłowski – Management Board Member;
  • Tomasz Kulik – Management Board Member;
  • Maciej Rapkiewicz – Management Board Member;
  • Małgorzata Sadurska – Management Board Member.

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.

Beata Kozłowska-Chyła

 

President of the PZU Management Board from 2 October 2020 (from 12 March 2020 to 1 October 2020 – acting President of the PZU Management Board)

Graduated from legal studies at the Faculty of Law and Administration of the University of Warsaw. She received her doctoral degree in juridical science, and subsequently the scientific degree of habilitation. She is a lecturer at the Faculty of Law and Administration at the University of Warsaw in the Commercial Law Faculty. She practices as an attorney-at-law. She is a recommended arbitrator in the Court of Arbitration in the National Chamber of Commerce in Warsaw. In the past she served as a Supervisory Board member in PZU SA, TFI PZU SA and PTE PZU SA. She has been a member of the PZU SA Management Board twice. She also sat on the Management Board of PZU Życie SA. She worked as the Deputy Director of the Legal and Licensing Department in the Pension Fund Regulatory Authority and she served as the President of the Management Board of Polskie Wydawnictwo Ekonomiczne SA. Presently, she serves as the Chairwoman of the Supervisory Board of Bank Pekao S.A., the Chairwoman of the Supervisory Board of Grupa Lotos S.A., the Chairwoman of the Supervisory Board of PZU Życie SA and a Supervisory Board Member of Anwil S.A. She is a member of the Legislative Council of the Prime Minister and of the Business Council of the President of the Republic of Poland. She is also a member of the Audit Committee in the Polish Insurance Association and a member of the Supervisory Board of the Insurance Guarantee Fund. Author of tens of scientific publications on company law, securities law and insurance law published in reputable Polish and foreign magazines. She has also authored articles for the purpose of popularization.

Ernest Bejda

Ernest Bejda

PZU Management Board Member since 4 March 2020 / PZU Życie Management Board Member since 25 August 2021 (earlier a PZU Group Director from 4 May 2020 to 24 May 2021

Graduate of the Faculty of Law and Administration at the Maria Curie-Skłodowska University in Lublin. He completed prosecutor and advocate trainee programs. Prior to his employment in the PZU Group he worked in the General Customs Inspectorate in Warsaw, and then he ran his own advocate practice. He cofounded the Central Anti-Corruption Bureau in which he served as its Deputy Head (2006-2009), and then headed it up (2016-2020). Supervisory Board Chairman of PZU Centrum Operacji S.A., Supervisory Board Deputy Chairman of Alior Bank S.A. and Supervisory Board Member of TFI PZU S.A.

Krzysztof Kozłowski

PZU Management Board Member since 4 August 2021 / PZU Group Director since 4 August 2021

Holds a doctoral degree in juridical science obtained in 2010 from the Faculty of Law and Administration of the Jagiellonian University. Since 2011 he has been an assistant professor at the Constitutional Law Faculty at the Faculty of Law and Administration of the Jagiellonian University. He has authored several dozen scientific publications and participated in overseas residencies, internships and research programs. In 2013 he was entered in the list of non-practicing attorneys. He has also passed the judge exam. From 2013 to 2015 he was an assistant judge of the Constitutional Court. From 2013 to 2015 he was a representativesubstitute in the Group of Independent Experts on the European Charter of Local Self-Government of the Council of Europe in Strasbourg. Vice-President of the Management Board of Bank Pekao S.A. overseeing the Strategy Division from April 2020 to August 2021. Chairman of the Supervisory Board in Grupa Azoty Zakłady Chemiczne "Police" S.A. and Polskie Radio – Regionalna Rozgłośnia w Szczecinie “PR Szczecin” S.A.

Małgorzata Kot

Małgorzata Kot

Member of the PZU Management Board since 10 September 2020 / PZU Życie Management Board since 16 April 2020

Graduate of the Department of Economic Sciences and Management at the Nicholas Copernicus University in Toruń. She completed her post-graduate studies at the Economic University in Poznań in the field of economic insurance and in the Warsaw School of Economics – the Professional Coach Academy. She is a manager with more than twenty years of experience in the insurance industry in the sales of life and nonlife insurance. In 2001-2012 she held managerial positions in STU Ergo Hestia, PZU and HDI Asekuracja TU. Since 2012 she has been affiliated with TUiR Allianz Polska SA, where she served in the following functions: Director of the Department for Cooperation with Key Partners, Director of the Department for Cooperation with Multiagencies and Director of the Department for Cooperation with Key Partners and Bancassurance.

Tomasz Kulik

Member of the PZU Management Board since 14 October 2016 / in the PZU Życie Management Board since 19 October 2016

Graduate of the Faculty of Finance and Management at the Warsaw School of Economics. He received an MBA from the University of Illinois and completed the Warsaw - Illinois Executive MBA programme. A member of The Association of Chartered Certified Accountants (ACCA) and a graduate of the Advanced Management Program at Harvard Business School in Boston. He has been involved with the financial market since the beginning of his professional career, where he held numerous positions in regulated institutions of the insurance, banking and asset management sectors. He has been working for the PZU Group since 2012, where he holds the position of the Group's CFO and a member of the management board supervising the finance, investment, capital management and investor relations areas. Previously, he was associated with Aviva Group (former Commercial Union) for a long time. Additionally, he is Chairman of the Supervisory Board of TFI PZU S.A.

Maciej Rapkiewicz

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

Graduate of the Faculty of Law and Administration at the University of Łódź and 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 Management Board Member and then Vice-President of the TFI PZU SA 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 sat on the supervisory boards of domestic and foreign companies in the PZU Group. Presently, he serves as the Supervisory Board Chairman of PTE PZU S.A. and Supervisory Board Member of LINK4 TU S.A.

Małgorzata Sadurska

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

Graduate of the Faculty of Law and Administration 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 studies at the Faculty of Management at the Lublin University of Technology and the Strategic Leadership Academy. From 2002 to 2005, she was a Member of the Puławy County Board. In 2005-2015 she was a member of parliament in the Republic of Poland’s Sejm. She was also a member of the National Council of the Judiciary of Poland and Supervisory Board Chairwoman 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. She serves as the Supervisory Board Chairwoman of PZU TUW and Supervisory Board Member of Bank Pekao S.A. and LINK4 TU S.A.

Krzysztof Szypuła

Krzysztof Szypuła

Member of the PZU Management Board since 10 September 2020 / PZU Życie Management Board since 10 September 2020 oraz PZU Group Director sing 4 February 2022

Graduate of the University of Lodz with a specialization in econometrics and statistics and of the Summer School of Actuarial Science at the University of Warsaw. He has worked in the financial services industry for 29 years. He worked for a long time for the Nationale-Nederlanden (ING) Group where he worked from 1994 to 2010 in Poland, the United States and Australia gaining experience in actuarial matters, financial management, IT projects and operations. Before joining the PZU Group he was associated with the Polish Branch of Prudential plc from the United Kingdom where he was responsible for product development and management and then with Allianz Polska. In the management board of Allianz insurance companies he was initially responsible for life and health products and later for sales management. Before taking up the function of Management Board Member in PZU and PZU Życie he served in the capacity of Managing Director for Product Strategy.

Aleksandra Agatowska

President of the PZU Życie Management Board since 15 February 2021 (Acting President of the PZU Życie Management Board from 19 February 2020 to 14 February 2021) / Member of the PZU Życie Management Board from 25 March 2016 / Member of the PZU Management Board from 24 October 2019 until 19 February 2020 and PZU Group Director (from 25 March 2016 to 23 October 2019, and again since 20 February 2020

Graduate of the Jagiellonian University majoring in Economic Sociology and Market Research and Executive MBA at the Kozminski University in Warsaw. She also completed the Education Program: Implementing Winnning Stategies (Columbia Business School), Managerial Finance (The London School of Economics and Political Science) and Strategic Change Management (Kellogg School of Management). 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 managed 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 SA on the implementation of distribution channel projects. She also has experience in corporate governance. Currently, she serves as the Supervisory Board Chairwoman of Alior Bank S.A.

Bartłomiej Litwińczuk

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

Graduated from the Faculty of Law and Administration at the University of Warsaw. In 2009 he completed his advocate trainee program and passed the professional examination. Advocate in the Warsaw Bar Association. He specializes in civil law. He combines his business knowledge with extensive experience resulting from his provision of legal assistance services, in particular in cases related to commercial company law, copyright law, administrative law and criminal business law. In the past, he also served as an advisor to the Extraordinary Committee of the Sejm for changes in legal codes. He has experience in corporate governance. Moreover, he is a member of the regulatory authorities of commercial law companies.

Dorota Macieja

PZU Życie SA Management Board Member and PZU Group Director since 15 March 2017

Graduate of Polish philology at the University of Warsaw. Associated with the PZU Group since 2016. As the director she supervised prevention and sponsoring in PZU SA and PZU Życie SA. 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. 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”.

Group Directors

PZU and PZU Życie have in place a joint management model under which 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 the adopted model, the persons discharging the functions of Management Board Members at PZU Życie are at the same time employed as PZU Group Directors at PZU and are in charge of the same business structures and areas at PZU and PZU Życie. Similarly, Members of the PZU Management Board may be simultaneously employed as PZU Group Directors in PZU Życie.

The following persons served as PZU Group Directors in PZU in 2021:

  • Aleksandra Agatowska;
  • Bartłomiej Litwińczuk;
  • Dorota Macieja.

On 4 February 2022, Krzysztof Szypuła was appointed to the position of a PZU Group Director in PZU.

The following persons served as PZU Group Directors in PZU Życie in 2021:

  • Krzysztof Kozłowski (as of 4 August 2021);
  • Ernest Bejda (until 24 August 2021).

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. On 9 September 2020, the Supervisory Board approved the new Rules and Regulations of the Management Board, adopted on 1 September 2020. On 10 February 2021, the Supervisory Board approved the amendments to the Rules and Regulations of the Management Board.

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.

Management Board resolutions are especially required for:

  • adopting 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;
  • adoption of a report on the application of best practices, as defined by the Prime Minister pursuant to the Act on Rules for Managing State Property of 16 December 2016, addressed to companies in which the State Treasury holds an equity stake;
  • 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;
  • the Company granting sureties and guarantees, excluding guarantees and sureties which constitute insurance operations within the meaning of the Act of 11 September 2015 on Insurance and Reinsurance Activity;
  • the Company contracting credit facilities, the Company contracting or providing loans – excluding loans granted from the Company Social Benefits Fund and taking into account deviations specified in investment activity rules, introduced by the resolution referred to in § 4 item 19 of the Rules and Regulations of the Management Board;
  • appointment of a commercial proxy.

Meetings of the Management Board are held at least once a fortnight. The Articles of Association provide that meetings may be held using means of direct remote communication.

In 2021 the PZU Management Board held 59 meetings. Due to the COVID-19 pandemic meetings were held in the mixed format – on-site and using means of direct remote communication, or using means of direct remote communication exclusively. This resulted from the necessity to maintain high safety standards and, as a consequence, stability of the Management Board’s work, which played a key role in managing the Company.

The President of the Management Board directs the work of the Management Board. The President’s 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 Management Board prepares and presents to the Company’s pertinent governing bodies, along with the Management Board’s report on the Company’s activity:

  • report on representation expenditures and expenditures for legal, marketing, public relations and public communication services and management consulting services;
  • report on the application of best practices, as defined by the Prime Minister pursuant to the Act on Rules for Managing State Property, addressed to companies in which the State Treasury holds an equity stake.

The Management Board adopts resolutions 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. With the consent of the President of the Management Board, the Management Board may adopt resolutions by written procedure or using means of direct remote communication, if all the Management Board Members have received the draft resolution with justification and at least half of the Management Board Members took part in the adoption of the resolution.

In 2021 the PZU Management Board adopted 368 resolutions – both at meetings and by written procedure or 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.

The following page presents the responsibilities of the Board Members who are on the Board in 2021.

The scopes of responsibilities of the Management Board Members in office in 2021

Name
(Management Board composition at yearend 2021)
In the PZU Group Scope of responsibilities
(at yearend 2021)
Beata Kozłowska- Chyła President of the PZU Management Board since 2 October 2020 / acting President of the PZU Management Board from 12 March to 1 October 2020 internal audit, compliance, PZU Group strategy PZU Group, strategic analyses, corporate communications, reinsurance
Aleksandra Agatowska Member of the PZU Management Board from 24 October 2019 to 19 February 2020 / PZU Group Director in PZU from 25 March 2016 to 23 October 2019, reappointed to the position of a PZU Group Director at PZU as of 20 February 2020  President of the PZU Życie SA Management Board since 15 February 2021 /  acting President of the PZU Życie Management Board from 19 February 2020 to 14 February 2021 /  Member of the PZU Życie Management Board since 25 March 2016 PZU and PZU Życie:
marketing, sponsoring, prevention, customer experience management, health insurance
PZU Życie:
internal audit, compliance, PZU Group strategy, strategic analyses, corporate communication, reinsurance
Ernest Bejda Member of the PZU Management Board since 4 May 2020 Member of the PZU Życie Management Board since 25 August 2021 /  PZU Group Director in PZU Życie from 4 May 2020
to 24 August 2021
PZU and PZU Życie:
security, procurement, insurance operations, claims handling, assistance, remote client service, process digitalization, analyses and process efficiency
Krzysztof Kozłowski Member of the PZU Management Board since 4 August 2021
PZU Group Director in PZU Życie since 4 August 2021
PZU and PZU Życie:
corporate management and corporate governance in the PZU Group, administration, project management
PZU:
business development in the PZU Group
Tomasz Kulik Member of the PZU Management Board since 14 October 2016
Member of the PZU Życie Management Board since 19 October 2016
actuarial, finance and investments
Małgorzata Kot Member of the PZU Management Board since 10 September 2020 PZU Group Director at PZU from 16 April to 9 September 2020 / Member of the PZU Życie Management Board since 16 April 2020 PZU and PZU Życie:
PZU branch network management, retail sales (tied-agent, multi-agent and broker channels), remote sales, retail distribution strategy, retail sales support, sales analyses  PZU:
retail sales (dealer channel) PZU Życie:
agency sales, corporate sales
Maciej Rapkiewicz Member of the PZU Management Board since 22 March 2016 Member of the PZU Życie Management Board since
25 May 2016
risk
Dorota Macieja Member of the PZU Życie Management Board since 15 March 2017 PZU Group Director in PZU since 15 March 2017 sustainable development, customer communication, real estate
Małgorzata Sadurska Member of the PZU Management Board since 13 June 2017 Member of the PZU Życie Management Board since 19 June 2017 PZU and PZU Życie:
assurbanking, bancassurance, strategic partnership programs, corporate business development
PZU:
corporate sales
PZU Życie:
bank protection products, investment products, sales of investment products
Krzysztof Szypuła Member of the PZU Management Board from 10 September 2020 to 4 February 2022 Member of the PZU Życie Management Board since 10 September 2020 PZU and PZU Życie:
IT, innovation, digital services, development of mobile applications, management of health products, CRM, strategic management of
product offering, underwriting
PZU:
mass products and insurance program management, tariff actuarial services
PZU Życie:
group and individual products management, tariff actuarial services
Bartłomiej
Litwińczuk
Member of the PZU Życie Management Board since 19 August 2016
PZU Group Director in PZU since 19 August 2016
HR, advisory services and legal services

Standing committees

In 2021, there were the following standing committees, in which Management Board Members and PZU Group Directors worked:

PZU Pricing Committee
Purpose defining the pricing policy in accordance with PZU’s strategy
Tasks
  • defining the pricing strategy and tactics through formulation of guidelines for the PZU Head Office organizational units responsible for tariff setting in product groups or insurance products as regards prices and assumptions pertaining to product profitability;
  •  monitoring pricing-related actions undertaken by directors authorized by the Management Board;
  •  monitoring the key ratios for key insurance products, including profitability levels and loss ratios;
  •  taking a stand on other key issues which influence;
  • product profitability and tariff-setting mechanisms.

Data Governance Committee
Purpose coordination of Data Governance management processes at PZU and PZU Życie
Tasks
  • supervision over implementation of guideline no. 8 indicated in the “Guidelines for managing information technology and the security of the information and telecommunications environment in insurance and reinsurance companies” issued by the Polish Financial Supervision Authority on 16 December 2014;
  • defining the Data Governance strategy;
  • approving the draft Data Governance Policy and recommending its adoption to the Management Board;
  • approving the draft Solvency II Data Quality Management Policy and recommending its adoption to the Management Board;
  • controlling and enforcing the rules laid down in the Data Governance Policy and Solvency II Data Quality Policy;
  • monitoring the data quality level and efficiency of the processes associated with data quality on the basis of annual Data Quality Coordinator’s reports;
  • issuing recommendations regarding implementation of key data quality improvement initiatives on the basis of Data Governance Coordinator’s recommendations and prioritizing them and determining the source of their financing;
  • resolving major disputes associated with data quality presented by the Data Governance Coordinator;
  • accepting assignment of the Company’s business units and organizational units to the Data Owner’s role;
  • making decisions on waiving the rules laid down in the Data Governance Policy and Solvency II Data Quality Management Policy.

Innovations Committee
Purpose coordination and management of overall issues associated with innovations at PZU and PZU Życie
Tasks
  • reviewing and issuing guidelines regarding the PZU Group’s Innovation Strategy;
  • defining innovation search areas;
  • managing the portfolio of potential and current innovations, in particular making decisions recognizing purchased items as innovations and giving consent to purchases in accordance with the internal acts in place in PZU and PZU Życie;
  • approving the rules and regulations of competitions and resolving competitions associated with innovations.

Investment Committee
Purpose taking, and issuing opinions on, investment decisions; defining exposure limits in PZU and PZU Życie; making decisions to accept risk in financial insurance in PZU
Tasks
  • making investment decisions on:
    • individual transactions to the extent defined in the attachment to the “Investment activity rules and regulations”
    • individual transactions regardless of the amount limits defined in the attachment to the “Investment activity rules and regulations” within their powers, if the opinion of the Risk Department is negative,
  • target value of assets denominated in foreign currencies and FX position in foreign currencies;
  • issuing opinions on investment decisions:
    • issuing opinions, on TFI PZU’s request, on transactions above PLN 50,000,000 executed within the framework TFI PZU funds in which PZU and PZU Życie are the sole participants,
    • issuing opinions on investment decisions on the request of the Management Board Member overseeing the Investment Division;
  • defining exposure limits in individual entities or groups of entities up to PLN 600,000,000 through setting credit limits and concentration limits;
  • making decisions on accepting risks in financial insurance – to the extent specified in a resolution adopted by the PZU Management Board setting out the powers to accept risk in financial insurance.

Cost Committee
Purpose coordination of actions aimed at reducing the costs of PZU and PZU Życie, in particular fixed costs of insurance activity, in accordance with the PZU Group strategy
Tasks
  • identification of the areas of operation of PZU and PZU Życie in which it is possible to reduce the costs and obtain savings, in particular with regard to fixed costs;
  • defining the cost strategy through formulation of guidelines for business units and organizational units;
  • monitoring the level of costs in individual areas of activity of PZU and PZU Życie;
  • taking a stand on key issues associated with cost cuts;
  • regular monitoring of the effects of implemented cost optimization solutions and evaluation of attainment of the objectives set for task forces;
  • deciding on submission of requests for special bonuses for task force members.

PZU Group Risk Committee
Purpose coordination and supervision over PZU, PZU Życie and PZU Group’s risk management system and processes Życie i w Grupie PZU
Tasks excluding the tasks and decisions within the powers of PZU and PZU Życie governing bodies and other committees operating in PZU and PZU Życie’s organizational structures:
  • monitoring the solvency of PZU, PZU Życie and the PZU Group;
  • supervising the risk management system and processes for the following risks:
    • actuarial risk;
    • market risk;
    • credit risk;
    • operational risk, with special focus on IT and security risk;
    • compliance risk;
with regard to their monitoring, assessment and making decisions on their acceptance or mitigation;
  • supervision resulting from establishing the PZU Group as a financial conglomerate, in particular over:
    • capital adequacy of the financial conglomerate and the strategy to proceed in that regard;
    • the material intra-group transaction area;
    • financial conglomerate risk concentration area;
    • risk management area and internal control area;
  • supervision over the reporting preparation process following from implementation of the provisions of Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the takingup and pursuit of the business of Insurance and Reinsurance (Solvency II).

Investment Risk Committee
Purpose decision-making regarding market, credit and concentration risks in PZU and PZU Życie on:
  • permissible sizes of individual risks; 
  • policies and methodologies for management of individual risks
Tasks
  • issuing opinions on draft internal regulations, rules or decisions presented to the Management Board, including:
    • credit and concentration risk management policy;
    • market risk management policy;
  • presenting recommendations to the Management Board regarding the maximum allocation of capital to risks;
  • making pertinent decisions, including:
    • defining the division of the maximum capital allocation to individual risks between the Company’s organizational structures and investment management entities;
    • approving documents pertaining to risk management policies and methodologies;
    • approving the investment objectives and guidelines or investment limitations regarding risk limits for the Company’s organizational structures and investment management entities;
    • defining credit and concentration limits in individual entities or groups of entities above PLN 600,000,000;
    • setting exposure limits and limitations for individual types of financial insurance.
  • monitoring the implementation of the Management Board’s decisions.

Sponsorship, Prevention and CSR Committee
Purpose ensuring correct execution of PZU and PZU Życie’s sponsorship, prevention and corporate social responsibility (CSR) activities and supervision over these areas and ensuring consistency of actions
Tasks
  • reviewing requests for execution of sponsorship or prevention tasks in accordance with the provisions of PZU’s and PZU Życie’s sponsorship and prevention rules and regulations;
  • specifying the substantive unit whose budget or limit finances the sponsorship or prevention task;
  • accepting reports from the sponsorship and prevention tasks executed by PZU and PZU Życie in the given year;
  • monitoring the execution of sponsorship and prevention tasks, in particular with the gross value of PLN 1,000,000 or more separately for PZU and PZU Życie;
  • making decisions on waiving the rules laid down in the sponsorship activity rules and regulations and prevention activity rules and regulations;
  • setting detailed rules and guidelines pertaining to execution of prevention tasks;
  • defining the model prevention clause used in the insurance offer and accepting the content of clauses that deviate from the model;
  • supervising the execution of CSR tasks.

Property Sales Committee
Purpose ensuring correct execution of the sales process for the properties in PZU’s and PZU Życie’s resources
Tasks
  • issuing recommendations and making decisions pertaining to sale of properties to the extent defined in the “Property sales procedure” adopted by a Management Board resolution;
  • making other decisions associated with the property sales process.

Procurement Committee
Purpose facilitating the process for selection of suppliers of goods and services and monitoring the cooperation with suppliers in accordance with the PZU Group strategy
Tasks
  • making decisions on fulfilling requisitions or, on the Procurement Department’s request, on the final form of the description of the purchased item, if it is not possible to agree on such form between the Procurement Department and the Ordering Unit or Project;
  • ordering additional activities or providing additional information by the Ordering Unit, Project or Procurement Department by a specified deadline, if this is required for the decision on the final form of the requisition specified in item 1;
  • making decisions on initiating the process of renegotiation of the terms or termination of an existing agreement on a substantiated request of the Procurement Department if there is no agreement between the Procurement Department and the business owner in the given case;
  • inspection of selected purchasing procedures executed without participation of the Procurement Department or ordering such inspection from the Procurement Department.

Asset-Liability Management Committee
Purpose managing assets and liabilities through influencing the shape of the structure of the balance sheet and offbalance sheet items in a manner supporting optimum financial results of PZU and PZU Życie
Tasks
  • issuing opinions on the strategic structure of investments to ensure the appropriate level of safety, financial liquidity and profitability and quality of the investment portfolio for PZU and PZU Życie, and adopting recommendations for Management Boards or organizational structures at PZU and PZU Życie,
    • issuing opinions on the investment strategy,
    • recommending the levels of technical rates,
    • recommending efforts increasing the level of own funds and increasing liquidity;
  • making decisions on:
    • rules of management of the Company’s financial liquidity,
    • investment objectives and guidelines or investment limitations and benchmarks for the Company’s organizational structures and investment management entities in the PZU Group,
    • matching assets to liabilities and the current asset structure, including:
      • approving the model asset allocation for the given year and deviation limits within the investment strategy approved by the Management Boards of PZU and PZU Życie,
      • approving the investment objectives and guidelines or investment limitations and benchmarks for the organizational structures of PZU and PZU Życie and investment management entities,
      • setting limitations for the decisions made by the Management Board Member overseeing the Investment Division,
      • approving the methodologies, principles or policies pertaining to liquidity management,
      • approving the rules for matching assets to liabilities and the methodologies of matching assets to liabilities.

Crisis Management Team
Purpose
  • oversight over the operation of the business continuity management system in PZU and PZU Życie;
  • crisis management in PZU and PZU Życie
Tasks Tasks pertaining to oversight over business continuity management system:
  • current oversight over the business continuity management system in PZU and PZU Życie and issuing recommendations pertaining to tasks and directions of development in this regard;
  • accepting the tasks and directions of development of the business continuity management system during regular meetings of the Team or by circulation in the form of a written decision or email acceptance by Team members.
Tasks pertaining to crisis management:
  • assessment, analysis and projection of the effects of occurring events, in particular financial and nonfinancial losses and impact on the activity of PZU and PZU Życie;
  • monitoring the internal and external environment of PZU and PZU Życie, making decisions to manage crisis situations, and overseeing and coordinating the work associated with implementation of these decisions;
  • ensuring means and resources, including funding, for implementation of the developed solutions;
  • cooperation or support in efforts limiting the effect of undesirable events in other PZU Group entities upon prior agreement with their governing bodies;
  • maintaining current communication within PZU and PZU Życie, including with its Management Board, other PZU Group entities, and the PZU Group spokesperson regarding external information campaigns.

Initiatives Management Committee
Purpose supervising and setting the directions of the actions as part of Initiatives management in PZU and PZU Życie
Tasks Key tasks:
  • approving the distribution of the budget earmarked for projects to key business areas proposed by the Project Department, in accordance with the project activity rules;
  • approving the Division of IT Capacity, earmarked for execution of Initiatives for the given financial year for the Company’s project activity and current activity, taking into account dedicated areas and Business Architect Councils (RABs - the teams that prioritize tasks and implementing Initiatives within the dedicated area and the awarded IT capacity);
Other tasks:
  • accepting rules for prioritizing the initiatives developed by the Project Department and the IT Design and Efficiency Department;
  • accepting rules for cooperation between dedicated areas and the Project Department as regards ITCapacity management, prepared by the Project Department and the IT Design and Efficiency Department;
  • prioritizing the executed projects and making decisions on allocating IT capacity in connection with the priorities;
  • making directional decisions associated with changes of the IT capacity and division of the IT capacity within the current operations of PZU and PZU Życie;
  • making directional decisions associated with changes of the budget earmarked for projects;
  • making decisions on creation, change and liquidation of dedicated areas and RABs together with apportioning IT capacity for them;
  • making directional decisions on execution of new projects – if their execution influences the adopted division of the IT capacity, initiative execution schedule or adopted division of the budget earmarked for projects;
  • accepting information about the utilization of the budgets earmarked for projects, prepared by the Project Department on the basis of project activity rules and making directional decisions in this respect;
  • accepting information on the utilization of the IT capacity earmarked for initiatives in the given financial year, developed by the IT Design and Efficiency Department.

Functions discharged by Management Board Member and PZU Group Directors in standing committees:

Name (Management Board
composition at yearend 2021)
Participation in committee works (at yearend 2021)
Beata Kozłowska-Chyła
President of the PZU Management Board
Head of the Crisis Management Team  Committee Chairperson: Investment Risk Committee, Asset-Liability Management Committees  Committee Deputy Chairperson: PZU Group Risk Committee Committee Member: Initiatives Management Committee
Aleksandra Agatowska
President of the PZU Życie Management Board /
PZU Group Director at PZU
Deputy Head of the Crisis Management Team
Committee Member: PZU Group Risk Committee, Investment Risk Committee, Asset-Liability Management Committees, Initiatives Management Committee
Ernest Bejda
Member of the PZU Management Board /
Member of the PZU Życie Management Board
Member of the Crisis Management Team for Security
Committee Chairperson: Procurement Committee
Committee Member: Data Governance Committee, Investment Committee, PZU Group Risk Committee, Investment Risk Committee, Sponsorship, Prevention and CSR Committee, Property Sales Committee, Asset-Liability Management Committees, Initiatives Management Committee
Krzysztof Kozłowski
Member of the PZU Management Board /
PZU Group Director in PZU Życie
Member of the Crisis Management Team for Corporate Matters and Administration
Committee Member: Innovations Committee, PZU Group Risk Committee, Initiatives Management Committee
Małgorzata Kot
Member of the PZU Management
Board /
Member of the PZU Życie Management
Board
Committee Member: PZU Pricing Committee, Procurement Committee, Initiatives Management Committee
Tomasz Kulik
Member of the PZU Management Board /
Member of the PZU Życie Management Board
Member of the Crisis Management Team for Finance
Committee Chairperson: Data Governance Committee, Investment Committee, Cost Committee
Committee Deputy Chairperson: PZU Pricing Committee, Procurement Committee, Asset-Liability Management Committee
Committee Member: PZU Group Risk Committee, Investment Risk Committee, Property Sales Committee, Initiatives Management Committee
Maciej Rapkiewicz
Member of the PZU Management Board /
Member of the PZU Życie Management Board
Committee Chairperson: PZU Group Risk Committee
Committee Deputy Chairperson: Investment Committee, Investment Risk Committee
Committee Member: Data Governance Committee, Asset-Liability Management Committee
Małgorzata Sadurska
Member of the PZU Management Board /
Member of the PZU Życie Management Board
Member of the Crisis Management Team for Contacts with Strategic Partners
Committee Member: PZU Pricing Committee, Data Governance Committee, Investment Committee, PZU Group Risk Committee, Investment Risk Committee
Krzysztof Szypuła
Member of the PZU Management Board /
Member of the PZU Życie Management Board
Member of the Crisis Management Team for IT
Committee Chairperson: PZU Pricing Committee, Innovations Committee, Initiatives Management Committee
Committee Deputy Chairperson: Data Governance Committee
Committee Member: Investment Committee, PZU Group Risk Committee, Investment Risk Committee, Procurement Committee, Asset-Liability Management Committee
Bartłomiej Litwińczuk
Member of the PZU Życie Management Board /
PZU Group Director at PZU
Member of the Crisis Management Team for Legal Matters and HR Committee Member: PZU Group Risk Committee
Dorota Macieja
Member of the PZU Życie Management Board /
PZU Group Director at PZU
Member of the Crisis Management Team for Real Estate
Committee Chairperson: Property Sales Committee