Corporate governance

In addition to matters stipulated in generally binding legal regulations, the competences of the General Shareholders’ Meeting include passing resolutions on:

• appointing and dismissing members of the Supervisory Board;
• approving the Rules of the Supervisory Board;
• purchasing shares of the Bank for the purpose of their redemption and determining consideration for the shares redeemed;
• establishing and releasing special funds created from net profit;
• disposal of real estate, share in real estate or perpetual usufruct right by the Bank if the value of the real estate or the right being subject to such an act exceeds 25% of the share capital; such consent is not required if the real estate, share in real estate or perpetual usufruct right has been purchased within the framework of enforcement, bankruptcy or restructuring proceedings, or based on another agreement with the Bank’s debtor;
• issuance of convertible bonds, bonds with a pre-emptive right or subscription warrants;
• laying down the principles for remuneration of members of the Management Board and Supervisory Board;
• approval of: financial statements (of the Bank and the Bank’s Group), Directors’ Reports (on the operations of the Bank and the Bank’s Group) and reports on the activities of the Supervisory Board;
• approving the proper discharge of duties by members of the Management Board and the Supervisory Board;
• profit distribution or offset of loss;
• determining the dividend day and the date of dividend payment;
• disposal and leasing out of the enterprise or an organized part thereof and creation of a limited property right thereon;
• amendments to the Bank’s Articles of Association;
• increase or decrease in the Bank’s share capital.

Unless the Commercial Companies Code provides otherwise, the General Shareholders’ Meeting is valid irrespective of the number of shares represented.

In accordance with the Bank’s Articles and within the scope specified in the Rules of the Supervisory Board, the Supervisory Board should express an opinion on matters placed on the agenda of the General Shareholders’ Meeting, and the shareholders should be given enough time to understand that opinion

Resolutions of the General Shareholders’ Meeting shall be passed by an absolute majority of votes unless generally binding legal provisions or provisions of the Bank’s Articles of Association provide otherwise.

In accordance with the Bank’s Articles:

• removing a matter from the agenda or desisting from further consideration of a matter placed on the agenda at the request of shareholders shall require a resolution of the General Shareholders’ Meeting passed by a threequarter majority of the votes after obtaining the consent of all shareholders present at the General Shareholders’ Meeting who requested that the matter be placed on the agenda;
• resolutions of the General Shareholders’ Meeting on share preferences and issues concerning the Bank’s merger by transfer of all of its assets to another company, its liquidation, decrease of the share capital by redeeming a part of the shares without a simultaneous share capital increase or changing the scope of the Bank’s activities resulting in the discontinuation of its banking activities require a 90% majority of the votes cast.

The General Shareholders’ Meeting may adjourn sessions by a majority of two-thirds of the votes. Such adjournment may not exceed a total of thirty days.

The General Shareholders’ Meeting passes resolutions in an open vote, with the reservation that a secret ballot shall be ordered in respect of:

• elections of members of the Bank’s authorities;
• motions to bring members of the authorities or liquidators of PKO Bank Polski S.A. to justice;
• personnel matters;
• at the request of at least one shareholder present or represented at the General Shareholders’ Meeting;
• in other situations, specified in generally binding legal regulations.

The General Shareholders’ Meeting is convened by announcement published on the Bank’s website and in the manner specified for the disclosure of current information by public companies. An announcement, including the materials presented to the shareholders, is available on the Bank’s website in the section “Investor relations” at General meeting – PKO Bank Polski (pkobp.pl) from the date of convening the General Shareholders’ Meeting

The General Shareholders’ Meetings are held in the registered office of PKO Bank Polski S.A. or in another location in Poland, which is indicated in the announcement on convening the meeting. The meetings are broadcast online in real time. Representatives of the media are allowed to participate in the General Shareholders’ Meetings.

The General Shareholders’ Meetings may be recorded with the use of devices recording sound or sound and image. Personal data is processed in compliance with the principles defined in the announcement on convening the General Meeting. The recordings of the General Shareholders’ Meetings are published by the Bank on its website in the section “Investor relations” at Video and teleconferences – PKO Bank Polski (pkobp.pl).

The most important rights of the shareholders of PKO Bank Polski S.A. include:

• participation in profit recognized in the Bank’s financial statements (audited by a registered auditor) and earmarked by the General Shareholders’ Meeting for payment to the shareholders;
• the possibility of participation in the General Shareholders’ Meeting, including the right to vote, put forward motions, make objections and ask questions.

Shareholders representing at least half of the share capital or the total number of votes at the Bank can convene the Extraordinary General Shareholders’ Meeting.

A shareholder or shareholders representing at least one-twentieth of the total number of votes or the total number of shares may request that the Extraordinary General Shareholders’ Meeting be convened and certain matters be placed on its agenda. They also may, before the date of the General Shareholders’ Meeting, submit to the Bank in writing or via electronic means of communication draft resolutions on matters placed on the agenda or matters which are planned to be placed on the agenda.

Additionally, during the General Shareholders’ Meeting the shareholders have the right to present draft resolutions or propose amendments or supplements to draft resolutions included in the agenda of the General Shareholders’ Meeting.

Each shareholder’s right to vote is limited to 10% of the total number of votes existing at the Bank on the day on which the General Shareholders’ Meeting is held. The exemptions from this limitation and its principles are described in § 10 of the Bank’s Articles.

The right to participate in the General Shareholders’ Meeting is granted to the persons who were shareholders of the Bank sixteen days before the date of the GSM.

Pledgees and users with voting rights have the right to participate in the General Shareholders’ Meeting if the limited property right established in their favour is registered in the securities account on the date of registering participation in the General Shareholders’ Meeting.

Shareholders may participate in the General Shareholders’ Meeting and exercise their voting rights in person (or, in the case of shareholders who are not natural persons, through a person authorized to make statements of intent on their behalf) or by proxy.

A power of attorney to participate in the General Shareholders’ Meeting and exercise voting rights must be given in writing or in an electronic form

A Member of the Management Board, a member of the Supervisory Board, a liquidator and an employee of PKO Bank Polski S.A. or a member of the governing bodies or an employee of a company or cooperative which is a subsidiary of the Bank may act as the shareholders’ proxies at the General Shareholders’ Meeting of PKO Bank Polski S.A.

A shareholder may not, either personally or by proxy, or as a proxy of another person, vote on resolutions concerning his/her liability to PKO Bank Polski S.A. on whatever account, including the acknowledgement of the fulfilment of his/her duties, exemption from any duty towards PKO Bank Polski S.A., or any dispute between him/her and PKO Bank Polski S.A.

Members of the Bank’s Management Board and the Bank’s key registered auditor, within the limits of their competence and to the extent necessary for the resolution of the matters discussed by the General Meeting, are required to answer a question concerning information about the Bank to a participant in such a meeting if this is justified for the assessment of a matter on the agenda.

If there are compelling reasons for doing so, the Bank’s Management Board may provide the participant in the General Meeting with the information in writing, no later than two weeks from the date of the request at the General Meeting.

The questions asked at the Annual General Shareholders’ Meeting on 21 June 2023 and the answers to these questions are published on the website in the section “Investor relations” at Report no 18/2023 – answers to shareholder’s questions raised at the Annual General Meeting on 21 June 2023 (pkobp.pl)

The Supervisory Board of PKO Bank Polski S.A. consists of 5 to 13 members appointed for a three-year joint term of office.

The number of Supervisory Board members is set by the Eligible Shareholder (as defined below), also in the case of putting forward a motion for electing the Supervisory Board by voting in separate groups.

The State Treasury, as the Eligible Shareholder, pursuant to § 11(1) of the Bank’s Articles of Association, set the number of members of the Supervisory Board at 11.

A shareholder having the right to exercise the biggest number of votes arising from the shares in the Bank’s share capital at the General Shareholders’ Meeting electing the Supervisory Board members, hereinafter called “the Eligible Shareholder”, shall present the candidates for the number of Supervisory Board members determined in accordance with the formula described below. The candidates for the other seats on the Supervisory Board may be presented by all shareholders, including the Eligible Shareholder.

The number of seats on the Supervisory Board reserved for the candidates presented by the Eligible Shareholder shall be calculated in accordance with the following formula:

N = 13*S, where:

N – is the number of seats on the Supervisory Board reserved for candidates presented by the Eligible Shareholder. If N is not a whole number, the number of seats on the Supervisory Board is equal to N rounded up to the nearest whole number; at the same time, the total number of seats on the Supervisory Board reserved for the candidates presented by the Eligible Shareholder must not exceed 8 (eight);

S – is the share of the Eligible Shareholder in the share capital of the Bank, calculated as the quotient of the number of shares from which the Eligible Shareholder may vote at the General Shareholders’ Meeting electing the Supervisory Board members and all shares in the Bank’s share capital outstanding as at the date of the General Shareholders’ Meeting.

If the General Shareholders’ Meeting appoints a smaller number of Supervisory Board members than the number resulting from the above formula, the Eligible Shareholder shall have the right to present and put to the subsequent votes at the same General Shareholders’ Meeting a number of candidates not bigger than twice the difference between the number of Supervisory Board members calculated in accordance with that formula and the number of members appointed from among the candidates previously presented by the Eligible Shareholder.

Members of the Supervisory Board shall be appointed and dismissed by the General Shareholders’ Meeting.The process of their selection shall ensure the appointment of competent persons and guarantee their suitability and proper performance of their obligations. The Supervisory Board members shall be selected taking into account the requirements of the individual and collective suitability assessment described in the “Policy for the suitability assessment of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A.” (the “Supervisory Board Suitability Policy”) and taking into account the principle of diversity in the composition of the Supervisory Board.

The suitability assessment of the candidates and members of the Supervisory Board is performed taking into account in the first place the requirements of Article 22aa of the Banking Law.

The General Shareholders’ Meeting performs the suitability assessment of the individual Supervisory Board members and the collective assessment of the whole Supervisory Board each time a new Supervisory Board member is appointed and once a year as part of the periodical assessment. The General Shareholders’ Meeting may also perform an additional suitability assessment in other, justified situations, which affect the requirements addressed to the Supervisory Board or its individual members. Such additional assessments shall be initiated by the Bank.

The suitability criteria set out in the Supervisory Board Suitability Policy include an assessment of their qualifications, understood as knowledge, experience and skills in terms of their suitability for their functions and duties assigned, as well as in terms of the principles for supervising the Bank’s activities, and potential conflicts of interest that may be related to their functions and duties assigned, and an assessment of their reputation.

In addition, the assessment criteria include, among others, an assessment of the integrity and ethicality of conduct, the ability to form independent judgement and the ability to devote sufficient time to the responsibilities assigned.

No amendments were made to the Supervisory Board Suitability Policy in 2023.

The Chair and Deputy Chair of the Supervisory Board shall be appointed by Eligible Shareholder from among the appointed Supervisory Board members, also if the Supervisory Board has been elected by voting in separate groups.

The Supervisory Board’s term of office began on 26 August 2020 and ran for three consecutive full financial years (i.e. ended 31 December 2023). The term of office of a Supervisory Board member expires not later than on the day of the General Shareholders’ Meeting approving the financial statements for the last full financial year of his/her term.

The following changes in the composition of the Supervisory Board of the Bank took place in 2023:

• with effect from 24 March 2023, Mr Maciej Łopiński resigned as Chair of the Bank’s Supervisory Board,
• The Minister of State Assets, acting as an Authorised Shareholder within the meaning of § 11(2) of the Bank’s Articles of Association, in consideration of § 35(1) of the Bank’s Articles of Association, in accordance with § 12(1) of the Bank’s Articles of Association, appointed Mr Robert Pietryszyn as Chair of the Bank’s Supervisory Board as of 24 March 2023.
• Mr Krzysztof Michalski resigned as a member of the Bank’s Supervisory Board with effect from 20 December 2023. The resignation of a member did not adversely affect the collective suitability of the entire body.

In accordance with the Policy on the Assessment of Suitability of Candidates for Members and Members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A., on 21 June 2023, the Bank’s Annual General Meeting conducted a periodic assessment of the suitability of the Bank’s Supervisory Board, confirming the individual suitability of the Supervisory Board members and the collective suitability of the entire body

Pursuant to section 2.3 of “Best Practices for WSE Listed Companies 2021”, at least two Supervisory Board members satisfy the independence criteria referred to in the Act on registered auditors, audit firms and public oversight of 11 May 2017 and have no real and significant relationships with any shareholder holding at least 5% of the total number of votes.

Due to adopting the aforementioned principle by the Bank, as part of the assessment of individual suitability, each Supervisory Board member made a declaration of compliance or non-compliance with such independence criteria. According to these declarations, in the composition of the Supervisory Board as at 31 December 2023: eight Supervisory Board members (i.e. Mariusz Andrzejewski, Andrzej Kisielewicz, Rafał Kos, Maciej Łopiński, Tomasz Kuczur, Robert Pietryszyn, Bogdan Szafrański, Agnieszka Winnik–Kalemba) satisfy the independence criteria set out in the Best Practice 2021, and two Supervisory Board members (i.e. Wojciech Jasiński, Dominik Kaczmarski) do not satisfy the independence criteria. Krzysztof Michalski did not meet the independence criterion as at the date of resignation as a member of the Bank’s Supervisory Board.

As at 31 December 2023, the Supervisory Board consisted of 10 persons.

The Supervisory Board functions based on generally applicable legal regulations, the Articles of Association and the Rules passed by the Supervisory Board and approved by the General Shareholders’ Meeting. Meetings of the Supervisory Board are held at least once a quarter.

On 21 June 2023, the Annual General Shareholders’ Meeting of PKO Bank Polski S.A. approved the Rules of Procedure of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna adopted by the Supervisory Board. The new Regulations of the Supervisory Board, include, in particular, the following amendments vs. the previous Regulations of the Supervisory Board:

• § 3 item 1 – introduction of the provision on the Supervisory Board issuing opinions on matters put on the agenda of the General Meeting, consistent with Best Practices for WSE listed companies 2021;
• § 7 – taking into account the standard resulting from Article 3821 of the Code of Commercial Companies, governing the cooperation of the Supervisory Board with external advisors;
• § 8 (2) – adjusting the time limit for convening meetings at the request of a Member of the Supervisory Board or the Management Board to the time limit of 2 weeks required by the Code;
• § 8 (5) added – introduction of the possibility for the Supervisory Board to hold meetings also without formal conveying, in accordance with Article 389 § 6 of the Code of Commercial Companies;

The Supervisory Board performs its duties collectively.

The Supervisory Board passes resolutions by an absolute majority of votes, in the presence of at least half of the members, including the Chair or Deputy Chair, except for resolutions specified in the Bank’s Articles, which require (apart from the quorum indicated) a qualified majority of 2/3 of the votes. The members of the Supervisory Board to whom the given voted matter relates do not participate in the vote.

The work of the Supervisory Board is managed by the Chair, and in his/her absence – by the Deputy Chair. The Chair represents the Supervisory Board before the other authorities of PKO Bank Polski S.A., regulatory authorities and other persons.

Meetings of the Supervisory Board are convened by the Chair or, in his/her absence, by the Deputy Chair on his/her own initiative or at the request of a member of the Supervisory Board or at the request of the Management Board.

Meetings of the Supervisory Board may be convened with the possibility of participation (and passing of resolutions) via remote communication channels, in accordance with the “Rules for participation in a meeting of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna by means of direct remote communication” adopted by the Supervisory Board (the Rules of e-meetings).

With the exception of matters specified in the Bank’s Articles of Association, the Supervisory Board may also pass resolutions outside the meeting in writing (by circulation) or using means of direct remote communication, in particular e-mail.

In 2023 the Supervisory Board held 11 meetings and passed 171 resolutions.

The participation of the Supervisory Board members in the meetings in 2023 is presented in the following table.

All absences were considered justified by resolutions of the Supervisory Board.

The Supervisory Board exercises continuous supervision over the Bank’s activities in all areas of its operations.

In addition to other powers and duties stipulated by generally applicable legal regulations and the provisions of the Articles of Association of PKO Bank Polski S.A., the competences of the Supervisory Board include passing resolutions pertaining, in particular to:

• approving the following documents adopted by the Management Board: policies, rules and regulations, including: the Bank’s strategy, the risk management strategy, the Bank management strategy, the dividend policy, the remuneration policy, the policy for internal capital assessment and capital management, and review of strategies and procedures for internal capital assessment and capital management, the compliance policy of the Bank, internal control system, regulations of the Management Board, regulations for the management of special funds created from net profit, organizational rules of the Bank, compliance and internal audit unit regulations;
• approving the annual financial plan adopted by the Management Board;
• approving the overall risk tolerance level determined by the Management Board;
• appointing an audit firm to conduct the audit or review of the Bank’s financial statements and the consolidated financial statements of the Bank’s Group;
• passing the Rules:
  • of the Supervisory Board;
  • for granting loans, advances, bank guarantees and warranties to members of the Management Board and Supervisory Board, persons holding managerial positions in the Bank and to entities related to these persons by capital or organizational links;
• appointing and dismissing, by secret ballot, the President of the Management Board, the Vice-Presidents and the members of the Management Board;
• suspending, for important reasons, individual or all members of the Management Board and delegating members of the Supervisory Board, for a period of no more than three months, to temporarily perform the duties of members of the Management Board who have been dismissed, have resigned or are unable to perform their duties for other reasons;
• giving its prior consent for actions fulfilling statutory criteria, including, among other things, disposal of fixed assets (intangible assets, tangible fixed assets, long-term investments), taking up, the purchase or sale of shares in another company, subscription or purchase of bonds convertible to shares, concluding a material agreement by PKO Bank Polski S.A. with a shareholder holding at least 5% of the total number of votes in the Bank or with a related entity, concluding a contract for legal services, marketing services, public relations and social communication services or management consultancy services, donation agreements or similar agreements, debt release agreements and other similar agreements whose value exceeds the amount indicated in the Bank’s Articles;
• applying to the Polish Financial Supervision Authority for consent for the appointment of the President of the Management Board and a Management Board member supervising the management of risk material to the Bank’s activities, and for entrusting the function of Management Board member supervising the management of risk material to the Bank’s activities to a current Management Board member who has not supervised the management of this risk to date;
• evaluation of the functioning of the Bank’s remuneration policy and presentation of a relevant report to the Annual General Shareholders’ Meeting;
• opinion on the application of the “Principles of corporate governance for supervised institutions” by the Bank;
• granting approval for opening or closing a foreign branch.
• issuing opinions on the matters put on the agenda of the General Meeting by the Management Board, whereas the Supervisory Board must not issue opinions with reference to those which refer solely to the Supervisory Board or Supervisory Board Members;
• considering information received from the Management Board on all important matters concerning the activities of the Bank and risk relating to the activities conducted and the manner of managing such risk;
• preparing annual reports presented to the Annual General Meeting in compliance with the Best Practices or with the Corporate Governance Principles.

The Supervisory Board also presents an annual report on the activities of the Supervisory Board to the General Meeting, which includes, among other things, an assessment of the Directors’ Report on the activities (of the Bank’s Group, including the Bank) and the financial statements (of the Bank and the Bank’s Group) for the previous year in terms of their conformity with the books, documents and facts, and an assessment of the Management Board’s proposals for the distribution of profit or coverage of loss.

In order to fulfil its duties, the Supervisory Board may, in particular, examine all documents of the Bank, review the Bank’s assets and request the Bank to prepare or submit any information, documents, reports or explanations concerning the Bank (in particular its activities or assets) and information, reports or explanations concerning its subsidiaries or related companies. The Management Board may not restrict the members of the Supervisory Board from accessing information, documents, reports or explanations requested by them.

The Supervisory Board may use the services of external advisors, experts or consultants at the Bank’s cost

In the performance of their duties, members of the Supervisory Board should exercise the diligence required by the professional nature of their activities and maintain their loyalty to the Bank.

Members of the Supervisory Board are not in breach of their duty of care arising from the professional nature of their activities if, in acting loyally towards the company, they act within the limits of reasonable economic risk, including on the basis of information, analyses and opinions that should be taken into account in the circumstances in making a careful assessment.

• monitoring the financial reporting process, including the review of interim and annual financial statements (separate and consolidated);
• monitoring the adequacy, effectiveness and efficiency of the internal control system, including with respect to financial reporting, and the quality of the internal audit work in assessing the adequacy of the internal control system;
• monitoring the effectiveness of the risk management system with respect to financial reporting, in particular by analyzing information received from the Risk Committee;
• monitoring the audit activities, in particular performance of the audit by the audit firm, taking into account all conclusions and findings of the Polish Agency for Audit Oversight, which is referred to in the Act on registered auditors, resulting from inspections carried out in the audit firm;
• controlling and monitoring the independence of the registered auditor and the audit firm carrying out the audit of the financial statements, in particular when the audit firm also provides services other than audit to the Bank’s Group;
• informing the Supervisory Board of the audit results and explaining how the audit contributed to the fairness of the Bank’s financial reporting and explaining the role of the Committee in the audit process;
• assessing the independence of the registered auditor and consenting to the provision of permissible services other than audit to the Bank and the Bank’s Group by the audit firm’s related entities or a member of the audit firm’s network, in accordance with the policy;
• developing a policy for selecting the audit firm to conduct an audit and providing the Supervisory Board with recommendations as to adopting the policy;
• developing a policy for the provision of services other than audit by the audit firm performing the audit, its related entities and a member of the audit firm’s network, and providing the Supervisory Board with recommendations as to adopting the policy;
• developing a procedure for selecting an audit firm to conduct an audit and providing the Supervisory Board with recommendations as to adopting the policy;
• providing the Supervisory Board with recommendations as to the appointment of the audit firm to conduct the audit;
• submitting recommendations aimed at ensuring the fairness of the Bank’s financial reporting to the Supervisory Board;
• submitting recommendations to the Supervisory Board with regard to the statement concerning the audit firm conducting the audit of the annual financial statements of the Bank and consolidated financial statements of the Bank’s Group;
• developing the rules for the process of disclosing and exchanging data and information between the PFSA, the audit firm, the key registered auditor and the Bank, and recommending their adoption to the Supervisory Board;
• presenting to the Supervisory Board, at least once a year, issues that may have a significant impact on the financial performance of future periods or the position of the Bank and the Bank’s Group.

In 2023, as part of the periodic suitability assessments of members of the Supervisory Board carried out in June, it was assessed whether the candidate and members of the Supervisory Board meet the requirements necessary to serve on the Audit Committee of the Supervisory Board.

According to the aforementioned assessments, the members of the Audit Committee jointly meet the conditions of independence and qualifications in accordance with the Act on registered auditors, audit firms and public oversight of 11 May 2017.

Including as at 31 December 2023:

• Chair of the Audit Committee Agnieszka Winnik-Kalemba and Mariusz Andrzejewski, Rafał Kos and Bogdan Szafrański are independent, i.e. the majority of the Audit Committee members, are independent;
• The following members have the most adequate knowledge and experience in the scope of the Audit Committee’s activity, including competences in accounting and auditing of financial statements:
  • Mariusz Andrzejewski – competences confirmed by a PhD. in economics and qualifications of a registered auditor; member of Polish and international accounting and bookkeeping associations; additionally, skills resulting from professional experience related to performing management and supervisory functions and working as a registered auditor;
  • Dominik Kaczmarski – competences resulting from knowledge and skills gained within the educational programme connected with the title of tax advisor and with applying for the title of Chartered Financial Analyst, completed MBA Finance & Technology studies and a master’s degree in quantitative methods in economics and information systems at the SGH Warsaw School of Economics; in addition, he has professional experience in bank tax reviews and calculations, as well as in the process of auditing financial statements (with regard to tax components);
  • Bogdan Szafrański – knowledge and skills gained within the educational programme at the University of California Irvine (UCI), where he completed MBA studies at the Merage School of Business in the area of finance, as well as resulting from his experience as a lecturer in the Faculty of Finance and Banking of the Lazarski University in Warsaw (mainly in the area of financial and management accounting);
• all members of the Audit Committee collectively have knowledge and skills in the area of banking resulting from, among other things, their education, professional experience and functions performed (as more fully described in the biographical notes in this chapter).

The main purpose of the Policy for selecting the audit firm to audit the financial statements of the Bank and the Bank’s Group (hereinafter: the Selection Policy) and the Policy for the provision of permissible services other than audit to the Bank and the Bank’s Group companies by the audit firm performing the audit, its related entities or members of its network (hereinafter: the Policy for providing the services), is to ensure the compliance of the audit firm selection process and the provision of services by this firm to the Bank and the Group with the applicable laws and recommendation L of the Polish Financial Supervision Authority, in particular in terms of ensuring the audit firm’s independence and objectivity and satisfaction of the requirements concerning mandatory rotation and cooling off periods.

The Selection Policy defines the following principles of mandatory rotation and cooling off periods with respect to the audit firm and the key registered auditor

• the maximum period of uninterrupted performance of statutory audit engagements by the same audit firm, an audit firm related to that firm or any member of a network operating in the European Union of which these audit firms are members is 10 audited financial years. This period may be extended (with PFSA’s approval) by two years, to a maximum of 12 audited financial years, if more than one audit firm is engaged in the joint audit formula, provided that the statutory audit results in the preparation of a joint audit report;
• an agreement for audit of the financial statements shall be concluded for a period not shorter than 2 financial years and not longer than 3 financial years, with an option of extending it for the following audited period of at least two financial years;
• after the end of the maximum period of uninterrupted performance of engagements referred to in item 1, the audit firm may perform a statutory audit again not earlier than 4 years after the end of the previous audit of the financial statements of the Bank and the Bank’s Group;
• a key registered auditor must not perform a statutory audit of the financial statements for a period longer than 5 audited financial years;
• a key registered auditor may perform a statutory audit of the financial statements again not earlier than three years after the end of the last statutory audit of the financial statements of the Bank and the Bank’s Group

In accordance with the Selection Policy, the Supervisory Board conducts the proceedings for signing an agreement for the audit of the financial statements of the Bank and the Bank’s Group in the form of an open tender. Having completed the selection procedure organized by the Bank, the Audit Committee provides to the Supervisory Board a recommendation concerning the audit firm selection. Unless it is recommended to renew the audit engagement, the recommendation presents at least two audit firms to be selected from and an indication of the preferred one (with a justification). The Supervisory Board selects the audit firm based on the Audit Committee’s recommendation. Clear and unbiased criteria are applied in the selection of the audit firm on the basis of the proposals submitted. These criteria include in particular:

• approach to the activities, internal arrangements to ensure independence and compliance with other applicable provisions of law, professional standards, quality control standards and principles of professional ethics, and the reputation of the audit firm;
• the audit approach, including the proposed audit methodology, areas of particular interest, the overall audit plan, the communication strategy, the IT tools used;
• professional experience in the industry in which the Bank and the Bank’s Group operate, experience in cooperation with the Bank and the Bank’s Group companies and geographical reach taking into account the scope of the Bank’s Group’s activities;
• assessment of the members of the team assigned to carry out the audit, their qualifications and training, team management, customer relationship management and interpersonal skills;
• the amount of remuneration expected and the estimated labour intensity;
• auditor and audit firm insurance and liability coverage.

The Audit Committee recommendations for the selection of the audit firm to audit the financial statements for the years 2020-2021 and 2022-2023 satisfied the applicable requirements and were prepared based on the selection procedures organized by the Bank, which satisfied the applicable criteria.

In accordance with the Policy for providing the services, the provision of permissible services other than audit by the audit firm performing the audit, its related entities or members of its network to the Bank requires approval of the Audit Committee of the Supervisory Board of the Bank. The approval of the Audit Committee of the Supervisory Board is also required in the case of permissible services other than audit provided to a company of the Bank’s Group (on the request of such company). The company requesting such approval must present the approval of its Audit Committee or its Supervisory Board.

In 2023, the audit firm PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp. k. provided permissible non-audit services to the Bank. Before concluding the agreement on providing permissible nonaudit services, the Supervisory Board Audit Committee conducted evaluation of the independence of the audit firm and approved providing such services. The remuneration of the audit firm is presented in section 11.2.2 of this report.

Expressing opinions and monitoring the remuneration rules set out in the Remuneration Policy adopted by the Bank on an ongoing basis and supporting the Bank’s authorities in developing and implementing this policy.

In particular, the Committee is responsible for the performance of the following tasks:

• expressing opinions on the general rules for remunerating persons whose professional activities have a material impact on the Bank’s risk profile to be approved by the Supervisory Board;
• conducting periodical reviews of the Remuneration Policy and presenting their results to the Supervisory Board;
• presenting to the Supervisory Board proposals of principles for hiring and remunerating members of the Management Board;
• presenting or giving an opinion on the remuneration decisions to be taken by the Supervisory Board – in particular on the remuneration of members of the Management Board, including severance payments for members of the Management Board;
• assessing the MbO targets set for and pursued by the members of the Management Board, their value and importance, and providing an opinion to the Supervisory Board in this regard;
• assessing tools and systems adopted to guarantee that the remuneration system in the Bank’s Group properly accounts for all types of risk, liquidity and equity levels and that the Remuneration Policy complies with the proper and effective risk management principles, supports such management and is consistent with the business strategy, goals, corporate culture and values, and the long-term interests of the Bank’s Group;
• overseeing the fixed remuneration of heads of units performing independent control functions, including the compliance, internal audit and risk management units;
• providing opinions and monitoring variable remuneration components of leaders of the compliance, internal audit and risk management units;
• presenting opinions to the Supervisory Board on the settlement of MbO targets for members of the Management Board for a given assessment period approved by the Supervisory Board;
• reviewing the report of the internal audit function’s review of the implementation of the remuneration policy;
• preparing a draft report on the evaluation of the functioning of the Remuneration Policy in the Bank, which is presented by the Supervisory Board to the General Shareholders’ Meeting.

Additionally, the Committee’s tasks include:

• expressing opinions on the diversity policy relating to the composition of the Management Board;
• assessing the suitability of and recommending to the Supervisory Board candidates for the Management Board, including taking into account the necessary knowledge, competence and experience of the Management Board as a whole necessary to manage the Bank and taking into account diversity in the composition of the Management Board;
• defining the scope of duties for the candidate to the Management Board approved by the Supervisory Board, as well as defining the requirements concerning the knowledge and competences and the expected involvement in terms of the amount of time necessary to perform the function of a Management Board member;
• determining the target representation of the gender which is under-represented in the Management Board, to be approved by the Supervisory Board;
• periodically (at least once a year) assessing the structure, size, composition and effectiveness of the functioning of the Management Board and recommending respective changes to the Supervisory Board;
• periodically (at least once a year) assessing the suitability, including assessing the knowledge, competences and experience of the Management Board as a whole and of its individual members, and informing the Management Board of the results of the assessment;
• periodically assessing the Management Board’s policy in respect of the selection and appointment of persons to managerial positions at the Bank having a significant impact on the Bank’s risk profile and submitting respective recommendations to the Management Board;
• giving an opinion on, including an annual review of the suitability policy concerning the Management Board members and key officers of the Bank and suitability assessment at the Bank’s Group companies and recommending amendments to this policy to the Supervisory Board;
• giving an opinion on policy on assessing the suitability of candidates for members and members of the Bank’s Supervisory Board as part of its review by the Supervisory Board.

There were 9 meetings of the Nominations and Remuneration Committee in 2023.

• evaluating the overall current and future readiness of the Bank to take risks, taking into account the risk profile of the Bank Group, including, in particular, the strategic tolerance limits adopted by the Management Board on particular risks for the Bank and the Bank’s Group;
• expressing opinions on the Bank’s operational risk management strategy adopted by the Management Board and information on the implementation of this strategy submitted by the Management Board, as well as other periodic reports on risk management and capital adequacy, taking into account the annual assessment of the adequacy and effectiveness of the risk management system, information on the implementation of the risk management strategy, a review of scenarios, including stress scenarios (to determine the response of the Bank’s risk profile to external and internal events) and findings from stress tests;
• expressing opinions on the approval policy for new products adopted by the Management Board and recommending its approval to the Supervisory Board;
• expressing opinions on the disclosure policy adopted by the Management Board and recommending its approval to the Supervisory Board;
• expressing opinions on other resolutions of the Management Board in respect of risk management and capital adequacy which are subject to approval by the Supervisory Board;
• supporting the Supervisory Board in overseeing the implementation of the Bank’s operational risk management strategy;
• reviewing whether the prices of assets and liabilities offered to customers fully envision the Bank’s business model and its strategy in terms of risk and suggesting corrective actions to the Management Board;
• assessing the risks associated with the financial products and services offered;
• expressing opinions on solutions for reducing business risk with the use of the Bank’s property insurance and civil liability insurance for members of the Bank’s authorities and proxies;
• ongoing monitoring of the risk management system and providing the Supervisory Board with information on the results of this monitoring;
• expressing opinions on the information on the risk management strategy and risk management system disclosed by the Bank to the general public;
• carrying out an annual review of the remuneration policy for employees of the Bank and the Bank’s Group, and in particular evaluating whether incentives arising from this policy and remuneration practice take into account risk, capital and liquidity, as well as the probability and time perspective of generating profits by a company of the Group, as well as approving the report on this review, submitted for information to the Supervisory Board;
• ongoing monitoring of the implementation of risk management strategy and making recommendations to the Supervisory Board on necessary adjustments to the risk strategy resulting, inter alia, from changes in the Bank’s business model, market events or recommendations made by the Risk Management unit;
• advising on the selection of external advisors, experts and consultants in the event that the Supervisory Board wishes to use their services;
• evaluating recommendations of external and internal auditors and follow-up in the form of appropriate implementation of the respective measures;
• cooperating with the Nominations and Remuneration Committee in connection with the Committee’s opinions on the suitability policy concerning the Management Board members and key officers of the Bank and suitability assessment at the Bank’s Group companies to maintain this policy in line with effective and sound risk management;
• performing other tasks specified by the Supervisory Board with regard to risk management at the Bank.

Krzysztof Michalski was also a member of the Risk Committee until 20 December 2023 (date of resignation).

There were 8 meetings of the Risk Committee in 2023.

• expressing opinions on the Bank’s strategy adopted by the Management Board, the approval of which is the competence of the Supervisory Board;
• supporting the Supervisory Board in overseeing the implementation of the strategy, in particular by analyzing periodic information on the implementation thereof presented by the Management Board;
• expressing opinions on strategic activities of the Bank, which require the prior consent of the Supervisory Board, in particular on their compliance with the binding strategy of the Bank;
• performing other tasks specified by the Supervisory Board with regard to the implementation of the strategic goals and key projects of the Bank

Krzysztof Michalski was also a member of the Strategy Committee until 20 December 2023 (date of resignation).

There were 3 meetings of the Strategy Committee in 2023.

In 2023, composition of the Bank’s Management Board changed as follows:

• Mr Andrzej Kopyrski joined the Bank’s Management Board on 1 January 2023, pursuant to a decision of the Bank’s Supervisory Board of 15 December 2022;
• Mr Paweł Gruza resigned, effective at the end of 12 April 2023, from managing the work of the Bank’s Management Board and from applying for the position of President of the Bank’s Management Board; the resignation submitted did not mean Mr Paweł Gruza’s resignation from participation in the composition of the Management Board of the Bank or from the function of the Vice-President of the Management Board of the Bank;
• Mr Mieczysław Król resigned as a member of the Bank’s Management Board with effect from 13 April 2023;
• The Bank’s Supervisory Board dismissed Mr Maks Kraczkowski from the Bank’s Management Board with effect from 13 April 2023;
• The Supervisory Board appointed Mr Dariusz Szwed as Vice-President of the Bank’s Management Board, effective 14 April 2023, for the current joint term of office of the Bank’s Management Board, which commenced on 3 July 2020, and at the same time appointed Mr Dariusz Szwed as President of the Bank’s Management Board, subject to the approval of the Polish Financial Supervision Authority and as of the date of such approval;
• The Polish Financial Supervision Authority unanimously approved the appointment of Mr Dariusz Szwed as President of the Bank’s Management Board effective 31 August 2023;

Due to the above changes in the composition of the Bank’s Management Board, the Supervisory Board approved amendments to the internal division of responsibilities on the Bank’s Management Board, which came into effect on 14 April 2023. In addition, in 2023 the Bank’s Supervisory Board approved changes to the internal division of responsibilities unrelated to the change in the composition of the Bank’s Management Board, which came into effect on 1 July, 1 September and 4 October 2023.

Following changes in the composition of the Bank’s Management Board and changes in the division of responsibilities, the Nominations and Remuneration of the Bank’s Supervisory Board carried out an assessment, as a result of which it confirmed:

• • the individual suitability of the new member of the Bank’s Management Board, Mr Dariusz Szwed, and the collective suitability of the entire Management Board;
• the individual suitability of the members of the Bank’s Management Board affected by the above change in responsibilities, including: Maciej Brzozowski (in April and in June), Marcin Eckert (in April), Paweł Gruza (in April) and Andrzej Kopyrski (in April and in August), Dariusz Szwed (in October).

The suitability assessment was approved by the Bank’s Supervisory Board.

Additionally, in connection with the Vice-President Marcin Eckert taking up a function in the Supervisory Board of Bank Pocztowy, as well as with the change in the structural assignment of the Bank’s organisational entity in the supervision of corporate and strategic corporate clients, the Nominations and Remuneration Committee of the Bank’s Supervisory Board carried out an assessment of the impact of the above circumstances on the individual assessment of suitability of the Vice-Presidents, as a result of which the continued suitability of the Vice-Presidents to perform the function in the Bank’s Management Board was confirmed. The suitability assessment was approved by the Bank’s Supervisory Board.

Taking the above into account, in 2023 the Nominations and Remuneration Committee of the Supervisory Board carried out:

• preliminary suitability assessment – related to the appointment of a new member to the Management Board (April);
• additional suitability assessment – related to the change in the division of competences in the Bank’s Management Board and to the occurrence of the aforementioned other circumstances that may affect the individual suitability assessment of the members of the Bank’s Management Board (February, April, June, August and October);
• periodical suitability assessments – related to the annual assessment of the suitability of the members of the Bank’s Management Board (December);
• collective suitability assessments of the Management Board (additional assessment related to the change in the composition of the Management Board and periodic assessment) – taking into account the personnel changes made and changes in the internal division of competences within the Management Board (April and December).

The suitability assessments were performed in accordance with the “Suitability policy concerning the Management Board members and key officers of the Bank and suitability assessment at the Bank’s Group companies”.

As a result of the above assessments, the Nominations and Remuneration Committee of the Supervisory Board confirmed the individual suitability of the members of the Bank’s Management Board and the collective suitability of the Management Board. The above suitability assessments were approved by the Supervisory Board.

As at 31 December 2023, the Bank’s Management Board consisted of 8 people.

Composition of the Management Board as at 31 December 2023.

The Management Board of the Bank operates on the basis of generally applicable laws, the Bank’s Articles and the Rules of the Management Board adopted by the Management Board and approved by the Supervisory Board.

The Management Board manages the Bank’s affairs and represents the Bank. The Bank informs the Supervisory Board of all significant issues concerning the Bank’s operations.

The Management Board performs its activities at the Management Board meetings. The Management Board meetings are organized on an as needed basis, not less frequently than once a week.

The President of the Management Board manages the work of the Management Board, i.e. convenes the Management Board meetings and presides over them and presents the Management Board’s position to other bodies of the Bank and third parties.

The Management Board makes decisions in the form of resolutions at meetings or outside meetings by circulation (in writing). The Management Board may make decisions with the use of the means of direct remote communication, including in particular e-mail.

Resolutions of the Management Board are required with respect to all matters exceeding the scope of the Bank’s ordinary business. Resolutions concerning risk management may be passed in the absence of the Management Board member in charge of material risk in the Bank’s operations in exceptional cases only. If the vote of the Management Board member in charge of the material risk in the Bank’s operations on a resolution concerning risk management is different from the vote of a majority of the Management Board members or from the preliminary proposal included in the draft resolution, such member should provide a written explanation of his/her decision. The Management Board shall be obliged to notify the Supervisory Board of this fact immediately and provide it with a written explanation of the reasons behind the votes of the Management Board and the Management Board member in charge of the material risk in the Bank’s operations.

Resolutions of the Management Board are passed by an absolute majority of votes. In the event of an equal number of votes, the President of the Management Board has the casting vote

The Management Board’s working procedures and matters that require a Management Board resolution are specified in the Rules of the Management Board.

By Resolution No 33/2023 of the Supervisory Board of 9 March 2023, the Supervisory Board approved the Regulations of the Management Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna adopted by the Management Board.

The amendment to the Regulations of the Management Board was intended to streamline the process of preparing Management Board meetings and to clarify and adapt the provisions of the Regulations to current practice with regard to the preparation and approval of materials for Management Board meetings, their placement on the meeting agenda and the signing of resolutions and minutes.

The powers of the President of the Management Board have also been clarified and it has been indicated that regulations issued by the President of the Management Board apply to the preparation and approval of meeting materials and the placing of topics on the agenda of Management Board meetings. The catalogue of amendments also includes provisions adapting the scope of the information contained in the minutes of the Management Board meeting to the current practice of the body. In addition, the possibility for the Management Board to receive information material using the electronic communication systems in place at the Bank was sanctioned.

Declarations on behalf of the Bank may be made by:

• the President of the Management Board acting independently;
• two members of the Management Board acting jointly or one member of the Management Board acting jointly with a proxy;
• two proxies acting jointly;
• attorneys acting independently or jointly, within the framework of the power of attorney granted.

As at 31 December 2023, there were four proxies at the Bank. One proxy was revoked in 2023.

In 2022, the Bank’s Management Board held 55 meetings and passed 690 resolutions.

The participation of the Bank’s Management Board members in the meetings in 2023 is presented in the following table.

The competences of the Management Board include all matters related to managing the affairs of PKO Bank Polski S.A. that do not fall within the competences of the General Shareholders’ Meeting or the Supervisory Board in accordance with the provisions of the generally applicable law or the Bank’s Articles.

In accordance with the Management Board Rules, the competences of the Bank’s Management Board include in particular:

• defining the Bank’s strategy and the Bank management strategy, taking into account the risk of the operations and the principles of prudent and stable management of the Bank;
• defining the risk management strategy and the overall risk tolerance level;
• establishment and liquidation of the Bank’s standing committees and defining their characteristics;
• establishing, transforming and liquidating the Bank’s entities in Poland and abroad;
• defining the Rules for managing special funds created from net profit, the Bank’s Organizational Rules and the Management Board Rules;
• appointing proxies and defining the rules for appointing attorneys at the Bank;
• defining the principles for the functioning of the management system, including in particular: the principles for the functioning of the internal control system, the principles for management of specific risks, the non-compliance risk management policy assumptions, the principles of the information policy with respect to capital adequacy, the principles for capital adequacy and equity management concerning the processes of internal capital estimation, capital planning and dividend policy;
• defining the annual financial plan for the Bank and the Bank’s Group;
• defining the principles for the identification of business models and performing tests of contractual cash flow characteristics;
• defining accounting policies;
• adopting annual and interim financial statements of the Bank, consolidated financial statements of the Bank’s Group and quarterly reports of the Bank’s Group;
• defining bancassurance policies;
• defining the remuneration policy, which is also applicable to the Bank’s subsidiaries;
• defining bank products and other banking and financial services;
• defining the principles of the Bank’s participation in companies and other organizations;
• making decisions on the payment of interim dividend to the shareholders.

Decisions on the acquisition of the Bank’s shares for the purposes of their redemption and determining the value of remuneration for shares redeemed, and on increasing or reducing the Bank’s share capital are not within the competences of the Management Board – they are taken by the General Shareholders’ Meeting.

Members of the Management Board supervise the areas of activities allocated to them and make decisions on matters of ordinary management within the areas supervised by them.

As at the end of 2023, the internal division of responsibilities within the Bank’s Management Board is as follows:

• The President of the Management Board (overseeing the President’s Area) is in particular in charge of matters related to supervision of the operation of the Bank’s bodies, supervision of the operation of the Bank’s standing committees, macroeconomic strategy and analysis, internal audit, security, compliance risk, conduct risk, reputation risk, legal services, human resources management, communication and marketing as well as corporate governance and coordination of ESG activities;
• The Vice-President of the Management Board in charge of the Retail and Corporate Banking area is responsible in particular for matters relating to the development of the product offering for private individuals, including the design of the investment banking and insurance offering, product sales and services to private individuals and companies;
• The Vice-President of the Management Board in charge of the Corporate and Enterprise Banking Area is responsible in particular for matters relating to institutional banking, the development of the Bank’s treasury product offering and its own activities in the financial market, the development of the product offering for companies, enterprises and corporate and public sector banking customers, the sale of products to these customers, excluding companies;
• The Vice-President of the Management Board in charge of the Finance and Accounting Area is responsible in particular for the following matters: financial planning and controlling, accounting and financial reporting, and taxes;
• The Vice-President of the Management Board in charge of the Administration Area is responsible in particular for the Bank’s property management and procurement matters;
• The Vice-President of the Management Board in charge of the Operations and International Banking area is responsible, in particular, for the handling of operations, the customer advocacy function, the provision of fiduciary services, the sale of products and the servicing of international banking customers, the servicing of customers via means of remote communication, product administration and cash management;
• The Vice-President of the Management Board in charge of the Technology Area is responsible in particular for telecommunications and IT matters;
• The Vice-President of the Management Board in charge of the Risk Management Area is responsible in particular for the management of all risks relating to the Bank’s activities, excluding compliance risk, conduct risk and reputation risk, as well as matters relating to the restructuring and recovery of the Bank’s receivables.

The current organisational chart of the Bank, including the areas of responsibility of individual members of the Management Board, is available on the Bank’s website in the Investor Relations section at Corporate governance principles – PKO Bank Polski (pkobp.pl).

In the performance of their duties, members of the Management Board should exercise the diligence required by the professional nature of their activities and maintain their loyalty to the Bank.

Members of the Management Board are not in breach of their duty of care arising from the professional nature of their activities if, in acting loyally towards the company, they act within the limits of reasonable economic risk, including on the basis of information, analyses and opinions that should be taken into account in the circumstances in making a careful assessment

Purpose:

Managing assets and liabilities by influencing the structure of the balance sheet of the Bank and its offbalance sheet items in a manner conducive to achieving the optimum financial result

Tasks:

Supporting the Management Board in the following activities of the Bank and its Group:

• shaping the structure of the Bank’s balance sheet;
• capital adequacy management;
• managing profitability, taking into account the specific nature of the individual areas of activity and the respective risks;
• managing financial risk, including market and liquidity risks, business risk, and credit risk (settlement and pre-settlement risk) of the transaction on the wholesale market.

Purpose:

Setting strategic directions and tasks with respect to banking risk in the context of the Bank’s strategy, the macroeconomic situation and the regulatory environment, analyzing periodic reports related to banking risks and developing appropriate guidance based thereon, as well as preparing the banking risk management strategy and its periodic reviews.

Tasks:

Monitoring the integrity, adequacy and effectiveness of the banking risk management system, capital adequacy and allocation of internal capital to individual business lines and implementing the risk management policy pursued as part of the Bank’s Strategy.

Analysing and evaluating the utilization of strategic risk limits set in the Banking Risk Management Strategy.

Expressing opinions on periodic risk reports submitted for approval to the Supervisory Board and taking into account information from these reports when issuing opinions.

Purpose:

Management of credit risk occurring when taking lending decisions or decisions concerning liabilities managed by responsible units of the Bank, as well as management of the risk of incurring losses as a result of taking wrong business decisions on the basis of the credit risk models.

Tasks:

Making decisions on the segregation of duties to make credit or sales decisions and claims management decisions.

Making lending decisions concerning the biggest matters of the Bank’s Customers, as well as issuing recommendations for the Bank’s Management Board in lending matters.

Making decisions in matters concerning restructured receivables.

Setting industry limits, limits concerning appetite for portfolio credit risk and exposure concentration risk.

Making decisions concerning the implementation of credit risk models and anti-fraud models in lending processes, in particular with respect to scoring or rating.

Making decisions on the implementation of a model for determining allowances for expected credit losses on financial assets.

Accepting reports on the monitoring or review of models and loan portfolio quality, in which credit risk models are used.

Accepting monthly and quarterly credit risk reports.

Purpose:

Effective management of operational risk to improve the safety of the Bank’s operations.

Tasks:

Determining the directions of operational risk management development

Supervising the functioning of operational risk management, including the tasks concerning continuity of the Bank’s operations.

Coordination of operational risk management.

Determining measures to be taken in the event of an emergency which exposes the Bank to reputational risk and results in operating losses.

Making decisions about implementing and changing the model for legal risk related to mortgage loans.

Purpose:

Ensuring the effective transformation of the Bank in line with its development directions, including ensuring the consistency of business objectives and maximization of the business value of changes in the Bank (e.g. within formations and projects).

Tasks:

Operational management of the Bank’s Strategy implementation.

Performing key roles in the New Management Model (NMM) in accordance with the Bank’s internal regulations concerning the New Model of Work and the New Management Model.

Making decisions on the implementation of and changes to projects, as well as decisions pertaining to tangible costs and other operating costs.

Allocation of funds for urgent purchases resulting from the business continuity plan in the event of a crisis.

Overseeing projects and development initiatives, particularly work progress, project budgets, financial and non-financial benefits.

Initiating activities enhancing the Bank’s effectiveness.

Managing the annual financial limit for the implementation of projects; and development initiatives.

Solving disputes within the area of competences of the Committee, on lower decision-making levels

Purpose:

Oversight of the strategic planning process and management of the Bank’s strategy.

Tasks:

Managing the activities relating to Strategy development and implementation.

Making decisions, recommendations, recommendations or opinions on strategic planning and management of the Strategy.

Oversight of the implementation of the Strategy and the achievement of the strategic objectives.

Resolving any disputes arising during the development and implementation of the Strategy.

Purpose:

Development of the IT architecture ensuring the implementation of the Bank’s Strategy.

Tasks:

Development of key assumptions of the IT architecture of the Bank (principles).

Periodic evaluation of the IT architecture functioning at the Bank.

Development of a target architecture model.

Initiating activities aimed at implementing the target architecture model.

Purpose:

Increasing the effectiveness of supervision and control over the IT system safety at the Bank (SIB).

Tasks:

Issuing recommendations on the SIB safety, in particular related to:

• coordination and monitoring of work related to the SIB safety;
• setting the directions of the activities of the Bank with respect to SIB safety;
• specifying actions, which should be taken in the event of emergency situations which put the Bank’s image at risk and cause operating or financial losses in the area of SIB safety;
• monitoring the risk related to SIB safety

Purpose:

Setting strategic directions of the activities relating to data quality management and data architecture at the Bank in the context of the Data Management System (DMS), oversight of its functioning and assessment of its effectiveness and the activities undertaken by the individual organizational units of the Bank.

Tasks:

Taking decisions on data management in the Bank, including in particular decisions pertaining to:

• DMS development directions;
• determining the conditions for non-compliance with data quality requirements, in particular in cases justified by the continuity of the Bank’s operations.

Making recommendations to the Bank’s units on data management, in particular with regard to:

• activities carried out by the Bank’s units;
• introducing new or changing existing data management solutions;
• preparing drafts of new internal regulations or amendments to existing regulations of the Bank;
• prioritization of activities within the DMS and prioritisation of action plans.

Making recommendations to the Bank’s Management Board on data management, in particular:

• on the strategic directions of the development of the DMS;
• the adoption of Management Board resolutions that affect data quality.

Purpose:

Making or developing the decisions needed to achieve the Bank’s and the Bank Group’s strategic objectives in terms of sustainability and overseeing the operation of an integrated system for managing the impact of ESG (Environmental, Social, Governance) factors on the Bank and the Bank’s Group (ESG Governance);

Tasks:

Oversight of the implementation of ESG policies, strategies, regulations and standards at the Bank and the Bank’s Group to ensure compliance with sustainability regulations, including in particular:

• Regulation (EU) 2020/852 of the European Parliament and of the Council on the establishment of a framework to facilitate sustainable investment (taxonomy);
• Regulation (EU) 2019/2088 of the European Parliament and of the Council on sustainability-related disclosures in the financial services sector (SFRD);
• Directive 2014/95/EU of the European Parliament and of the Council amending Directive 2013/34/EU as regards disclosure of non-financial and diversity information by certain large undertakings and groups (NFRD);
• Directive (EU) 2022/2464 of the European Parliament and of the Council of amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, as regards corporate sustainability reporting (CSRD).

Oversight of the implementation within the Bank and the Bank’s Group of the data infrastructure and IT solutions needed for ESG management, including the aggregation and systematisation of data based on the principles arising from the regulations indicated above.

Determination of climate and environmental impact targets for the Bank and the Bank’s Group and oversight of their implementation.

Oversight of the classification of assets in terms of Taxonomy (eligible assets).