In accordance with these Principles, Members of the Bank’s Management Board are entitled to:
| Fixed remuneration paid in 2023 | Varialble remuneration for 2018-2023* paid in 2023 | Other benefits** | Total remuneration paid and benefits provided in 2023 | ||
|---|---|---|---|---|---|
| Benefits paid in cash | Share-based payments settled in cash | ||||
| Dariusz Szwed | 879 | – | – | 4 | 883 |
| Maciej Brzozowski | 1,201 | 236 | – | 4 | 1,441 |
| Marcin Eckert | 1,201 | 303 | 90 | 4 | 1,598 |
| Paweł Gruza | 1,201 | 127 | – | 4 | 1,332 |
| Wojciech Iwanicki | 1,201 | 293 | 37 | 57 | 1,588 |
| Andrzej Kopyrski | 1,201 | – | – | 25 | 1,226 |
| Artur Kurcweil | 1,201 | 295 | 50 | 58 | 1,604 |
| Piotr Mazur | 1,201 | 430 | 396 | 75 | 2,102 |
| Maks Kraczkowski | 336 | 646 | 366 | 645 | 1,993 |
| Mieczysław Król | 336 | 657 | 378 | 650 | 2,021 |
| Management Board of the Bank | 9,960 | 2,987 | 1,317 | 1,524 | 15,788 |
| Members of the Management Board, who ceased to perform their functions in previous years | – | 1,610 | 2,254 | 945 | 4,809 |
| Total | 9,960 | 4,597 | 3,570 | 2,470 | 20,597 |
| Fixed remuneration paid in 2022 | Variable remuneration for 2017-2021 paid in 2022 | Other benefits* | Total remuneration paid and benefits provided in 2022 | ||
|---|---|---|---|---|---|
| Benefits paid in cash | Share-based payments settled in cash | ||||
| Paweł Gruza | 425 | – | – | – | 425 |
| Maciej Brzozowski | 832 | – | – | – | 832 |
| Marcin Eckert | 1,074 | 131 | – | – | 1,205 |
| Wojciech Iwanicki | 1,074 | 54 | – | 19 | 1,147 |
| Maks Kraczkowski | 1,074 | 354 | 563 | 70 | 2,061 |
| Mieczysław Król | 1,074 | 366 | 613 | 72 | 2,125 |
| Artur Kurcweil | 1,074 | 72 | – | 31 | 1,177 |
| Piotr Mazur | 1,074 | 380 | 646 | 74 | 2,174 |
| Iwona Duda | 670 | 48 | – | 407 | 1,125 |
| Bartosz Drabikowski | 1,028 | 127 | 139 | 45 | 1,339 |
| Management Board of the Bank | 9,399 | 1,532 | 1,961 | 718 | 13,610 |
| Members of the Management Board, who ceased to perform their functions in previous years | – | 2,051 | 3,510 | 1,211 | 6,772 |
| Total | 9,399 | 3,583 | 5,471 | 1,929 | 20,382 |
| Variable remuneration payable as at 31.12.2023 – share-based payments settled in cash | Variable remuneration granted for 2019-2023*, approved and not approved for payment | Total amount of variable remuneration payable and potentially payable | ||
| Variable remuneration in cash | Amount of cash to be converted into a financial instrument | |||
| Dariusz Szwed | – | – | – | – |
| Maciej Brzozowski | – | 180 | 416 | 596 |
| Marcin Eckert | – | 322 | 625 | 947 |
| Paweł Gruza | – | 85 | 212 | 297 |
| Wojciech Iwanicki | – | 281 | 573 | 854 |
| Andrzej Kopyrski | – | – | – | – |
| Artur Kurcweil | – | 291 | 585 | 876 |
| Piotr Mazur | 61 | 438 | 846 | 1,345 |
| Maks Kraczkowski | 44 | 486 | 818 | 1,348 |
| Mieczysław Król | 58 | 498 | 831 | 1,387 |
| Management Board of the Bank | 163 | 2,581 | 4,906 | 7,650 |
| Members of the Management Board who ceased to perform their functions in previous years | 355 | 1,467 | 2,613 | 4,435 |
| Total | 518 | 4,047 | 7,520 | 12,085 |
| 2023 | 2022 | |
| Marcin Eckert* | 62 | – |
PKO Bank Polski S.A. strives to ensure the validity of the rules for determining variable components of remuneration. This is performed in accordance with the requirements of CRD V and the Commission Delegated Regulation (EU) 2021/923 supplementing Directive 2013/36/EU of the European Parliament and of the Council with regard to regulatory technical standards setting out the criteria to define managerial responsibility, control functions, material business units and a significant impact on a material business unit’s risk profile, and setting out criteria for identifying staff members or categories of staff whose professional activities have an impact on the institution’s risk profile that is comparably as material as that of staff members or categories of staff referred to in Article 92(3) of that Directive.
The purpose of the targets set is to guarantee that the risk related to the activities of the Bank is taken into account. Risk is reflected both by determining the appropriate risk-sensitive criteria for assessing the effectiveness of work, and reducing or withdrawing the variable remuneration component in the case of deteriorated financial results, loss or deterioration in other ratios.
Variable remuneration components for the particular assessment period (calendar year) are awarded after settling bonus targets, in accordance with the table below:
| Amount of variable remuneration (gross) | Non-deferred variable remuneration | Deferred variable remuneration |
|---|---|---|
| 50% cash / 50% phantom shares | 50% cash / 50% phantom shares | |
| Up to PLN 700,000 (inclusive) | 60% of the basic variable remuneration | 40% of the basic variable remuneration |
|
|
|
| Over PLN 700,000 | PLN 420,000 plus 40% of the amount exceeding PLN 700,000 | PLN 280,000 plus 60% of the amount exceeding PLN 700,000 |
The deferral period for which the phantom shares are awarded equals 5 years.
Each of the components of accrued variable remuneration may be reduced as a result of:
The bonus amount:
The Bank’s Supervisory Board or the Management Board respectively may apply a malus solution reducing the amount of the variable remuneration component due in subsequent settlement periods. This is possible in the case of:
MRTs (except Members of the Bank’s Management Board) may benefit from health care services financed by the Bank and the social benefits fund. MRTs (including Members of the Bank’s Management Board) can avail themselves of PPEs.
In the case of severance pay related to dismissal (other than resulting from generally applicable laws), the amount reflects the performance assessment for the last three years of employment. The Bank’s internal regulations stipulate the maximum amount of severance pay.
A Member of the Management Board shall be entitled to severance pay subject to fulfilling the function of Member of the Bank’s Management Board for at least twelve months before termination of the aforementioned contract. An MRT can receive the severance pay subject to being employed as an MRT for at least twelve months before termination of the employment contract.
Members of the Management Board and certain MRTs are additionally subject to non-competition agreements. These agreements provide for payment of compensation equivalent of up to 100% of the basic salary arising from the contract for refraining from employment in a competitive firm after termination of employment with the Bank, for no more than six months.
In May 2023 the Bank’s Management Board passed a resolution on disbursements of variable remuneration awarded to the Bank’s MRTs in 2023. In June 2023, the Bank’s Supervisory Board passed a resolution on approving the amount of variable remuneration to be paid to the Members of the Bank’s Management Board. Its provisions were amended by a resolution of the Supervisory Board in July 2023, postponing the date of payment of remuneration from July 2023 to 3 November 2023. The resolutions of the Management Board and the Supervisory Board with respect to variable remuneration for 2020 maintained limits of the amounts payable in respect of the deferred portion of the remuneration of 21% due to the financial results achieved compared to the long-term development plans. In connection with the circumstances related to the COVID-19 epidemic, in particular the extraordinary business restrictions, and the possible economic consequences of the situation and their expected impact on the banking sector, in 2023 the change in proportion and date of payment of variable remuneration for the years 2018-2019 introduced in 2020 was upheld.
| Description | Amount arising from internal regulations previously in force | Amount arising from extraordinary resolutions adopted in 2023, respectively: | ||||
|---|---|---|---|---|---|---|
| Proportion between non-deferred and deferred variable remuneration for 2019 | Non-deferred 60%* | Non-deferred 40%* | ||||
| Deferred 40%* | Deferred 60% | |||||
| Proportion between variable remuneration for 2019 in cash / in the form of financial instruments | Cash 50% | Cash 40% | ||||
| Financial instrument 50% | Financial instrument 60% | |||||
| Date of payment of deferred variable remuneration with reference to outstanding instalments for the years 2018-2019 | MBM | cash | 1 July | MBM | cash | 1 July (no changes) |
| Financial instrument | 2 January | Financial instrument | 1 July | |||
| MRT | cash | 30 April | MRT | cash | 31 May | |
| Financial instrument | 15 November | Financial instrument | 31 May of the following year | |||
Since 1 July 2017, the principles for employment and remuneration of Members of the Bank’s Management Board have been adapted to the provisions of the Act of 9 June 2016 on the terms of setting the remuneration of managers of certain companies (Journal of Laws of 2016, item 1202 as amended). Following the change, Members of the Management Board are not entitled to non-financial remuneration components.
Monthly remuneration for the members of the Bank’s Supervisory Board is determined by the Remuneration Policy for Members of the Bank’s Supervisory Board and Management Board. Monthly remuneration of members of the Supervisory Board is determined as a product of the base salary referred to in Article 1(3)(11) of the Act of 9 June 2016 on the terms of setting the remuneration of managers of certain companies and the following multiplier:
The remuneration shall be increased by 10% if a Member of the Supervisory Board sits on at least one standing committee of the Supervisory Board.
In addition to their remuneration, Members of the Supervisory Board shall be entitled to reimbursement for the costs incurred in connection with their function. This comprises in particular travel costs from the place of residence to the location of the Supervisory Board’s meeting and back, costs of accommodation and food.
| Fixed remuneration paid in 2023 | Fixed remuneration paid in 2022 | |
|---|---|---|
| Mariusz Andrzejewski | 182 | 163 |
| Wojciech Jasiński | 228 | 204 |
| Dominik Kaczmarski | 205 | 183 |
| Andrzej Kisielewicz | 182 | 163 |
| Rafał Kos | 182 | 163 |
| Tomasz Kuczur | 182 | 163 |
| Maciej Łopiński | 185 | 204 |
| Robert Pietryszyn | 230 | 19 |
| Bogdan Szafrański | 182 | 163 |
| Agnieszka Winnik-Kalemba | 182 | 163 |
| Grzegorz Chłopek | – | 143 |
| Krzysztof Michalski | 182 | 163 |
| Total | 2,122 | 1,894 |
In 2023, every Member of the Bank’s Management Board has concluded a management agreement with the Bank. The agreements lay down, among other things, the remuneration terms and competition ban.
In 2023, there were no liabilities arising from pensions and benefits of a similar nature for former members of management, supervisory or administrative bodies and no liabilities incurred in connection with those pensions (in accordance with the provisions of § 70(7)(18) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information submitted by issuers of securities and the conditions for recognizing as equivalent the information required by the law of a non-member country (Journal of Laws of 2018, item 757 as amended).
The table below shows the number of shares in PKO Bank Polski S.A. held by members of the Bank’s Management Board as at the date of publication of the Directors’ Reports on the activities of the Bank’s Group in 2023.
| Full name | Number of shares held as at the date of publication of the report for: | |||
| 2023 | 2022 | |||
| Number of shares | Total nominal value of shares held in PLN | Number of shares | Total nominal value of shares held in PLN | |
| Szymon Midera | – | – | – | – |
| Maciej Cieślukowski | – | – | – | – |
| Marek Radzikowski | – | – | – | – |
| Piotr Mazur | 8,000 | 8,000 | 8,000 | 8,000 |
As at the date of publication of the Directors’ Reports on the activities of the Bank’s Group in 2023 and 2022, members of the Bank’s Supervisory Board did not hold any shares in PKO Bank Polski S.A.
Members of the Management Board and Supervisory Board and persons closely related to them are required to notify the Bank and the PFSA of any transactions concluded on their own account involving the Bank’s shares, the Bank’s debt instruments or derivative instruments and other related financial instruments of the Bank.
Members of the Management Board and Supervisory Board are also prohibited from concluding transactions on their own account or on the account of a third party, directly or indirectly, concerning the Bank’s shares, the Bank’s debt instruments or derivatives and other related financial instruments during the 30 days prior to the date of publication of its interim report by the Bank (closed period).
As at 31 December 2023, the members of the Management Board and Supervisory Board of the Bank did not hold shares or investment certificates in entities related to PKO Bank Polski S.A., i.e. its subsidiaries, joint ventures and associates.
