Supervisory Board and Management Board

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).

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

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.

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

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.

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.

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

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

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

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

Standing committees

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

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