Compensation paid to members of supervisory and management bodies

Rules for compensating Supervisory Board Members

The monthly compensation of Supervisory Board Members was set in Resolution No. 5/2017 adopted by PZU’s Extraordinary Shareholder Meeting on 8 February 2017 on the rules for setting the compensation of the Supervisory Board Members, as amended by Resolution No. 37/2019 adopted by PZU’s Ordinary Shareholder Meeting on 24 May 2019. In accordance with the amending resolution, the monthly compensation of Supervisory Board Members was set as the product of the base amount referred to in Article 1 Section 3 Item 11 of the Act on the Rules for Setting the Compensation of Persons Managing Certain Companies of 9 June 2016 and the following multiplier of 2.75.

The monthly compensation set this way is increased for: 

• The Supervisory Board Chairperson by 10%,
• The Supervisory Board Deputy Chairperson by 9%,
• The Supervisory Board Secretary by 8%,
• The Chairpersons of Supervisory Board committees by 9%, additional remuneration does not add up

Rules for compensating Management Board Members

The rules for compensating Management Board members are shaped by the Supervisory Board in accordance with Resolution No. 4 adopted by PZU’s Extraordinary Shareholder Meeting on 8 February 2017 on the rules for setting the compensation of the Management Board members (as amended), Resolution No. 36 adopted by PZU’s Ordinary Shareholder Meeting on 26 May 2020 on the “Compensation policy for the PZU SA Management Board and Supervisory Board Members” and the requirements set forth in the Act of 9 June 2016 on the Rules for Shaping the Compensation of Persons Managing Some Companies.

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

• fixed compensation – flat monthly base compensation (for a calendar month) that cannot exceed the reference range established pursuant to Article 4 section 2 of the Act on the Rules for Shaping the Compensation of Persons Managing Certain Companies without prejudice to the situations outlined in Article 4 section 3 of the aforementioned act;
• variable compensation – supplementary compensation for a given financial year depending on the extent to which management objectives from the catalog which, in accordance with the aforementioned act, comprises among others, improvement of economic and financial indicators, are attained; the variable compensation for a given financial year may not exceed 100% of the annual fixed compensation in the previous financial year for which the amount of variable compensation due is to be calculated, a significant portion of the variable compensation is awarded in the form of deferred variable compensation; deferred variable compensation is payable over 3 years; after the elapse of 12, 24 and 36 months from the date of allocation, a Management Board member may acquire the right to 1/3 of the deferred variable compensation for a given year subsequent to satisfying the conditions defined in the Management Services Provision Agreement.

As at 31 December 2021, the benefits to which PZU Management Board members are entitled under the variable compensation system for the years 2017-2019 were awarded and paid. This payment was for the non-deferred portion of variable compensation and the first and second tranche of the deferred variable compensation for 2017 and 2018 and the first one for 2019.

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

In 2021, the PZU Group companies subject to consolidation did not grant any loans or similar benefits to members of their management boards, higher level managers or members of their supervisory boards.

Below is the compensation or non-cash benefits paid or transferred in 2020 or 2019 to the current and former Members of the PZU Management Board and Supervisory Board and PZU Group Directors.

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