Statement on the application of corporate governance principles

The Management Board of the Bank is responsible for developing and implementing of an independent, adequate and efficient Internal Control System, one of whose objectives is to ensure the reliability of financial reporting.

The Supervisory Board supervises the introduction and ensuring the functioning of an adequate and effective Internal Control System. The Supervisory Board performs an annual assessment of the adequacy and effectiveness of the Internal Control System, including an annual assessment of the adequacy and effectiveness of control functions, compliance units and internal audit units.

The internal control system within the process of financial statements preparation is aimed at ensuring reliable, complete and correct disclosure of all commercial transactions executed over a given period

In order to carry out the reporting process, the Bank shall have established accounting policies in accordance with the requirements of International Financial Reporting Standards and other applicable regulations, an account plan, detailed internal instructions, rules for the recording of particular types of economic transactions, as well as reporting systems.

At the same time, the Bank shall monitor developments in external legislation on an ongoing basis and shall carry out an assessment of the possible impact of these changes on accounting policies and reporting processes.

IT systems shall ensure that clear and centralised data obtained, confirming the entries in the accounts and ensuring the continuity of records and the transfer of turnover and balances and the preparation of financial statements.

The Bank shall have a formalised process for closing the accounts and drawing up its accounts, in particular on the basis of a fixed timetable which defines the activities and the bodies responsible for their implementation.

The responsibility for preparation of financial statements, periodic financial and supervisory reporting and the provision of information management informationrests with the Financial Division supervised by the Vice President of the Bank’s Management Board.

* Par. 70.6.5.c of the ordinance of the Minister of Finance of March 29, 2018

A. The main shareholders of the Bank from June 7, 2017 are:

1. 1. Powszechny Zakład UbezpieczeńA. holding shares in the number of 52.494.007 (fifty-two million four hundred ninety four thousand seven) shares of the Bank, constituting approximately 20% (twenty percent) of the Bank’s share capital and entitling to exercise 52.494.007 (fifty-two million four hundred and ninety four thousand seven) votes, representing about 20% of the total number of votes, and
   2. Polski Fundusz Rozwoju S.A. holding shares in the number of 33.596.166 (thirty-three million five hundred ninety six thousand one hundred and sixty six) of the Bank’s shares, representing approximately 12.8% of the Bank’s share capital and entitling to 33.596.166 (thirty-three million five hundred ninety six thousand one hundred sixty six) votes representing about 12.8% of the total number of votes.

B. On September 30, 2022, Bank Pekao S.A. informed that on  September 29, 2022 it received a notification from BlackRock, Inc. on exceeding the threshold of 5% of the total number of votes in the Bank, including contracts for difference (CFDs) („Notification”).

1. The date and the nature of the event giving rise to the change in the share to which the notification relates:
   September 28, 2022 – acquisition of shares.
2. The number of shares held before the change in the share and their percentage share in the Bank’s share capital and the number of votes attached to these shares and their percentage share in the total number of votes:The shares held before the change represented less than 5% of the Bank’s share capital and the total number of votes in the Bank.
3. The number of currently held shares and their percentage share in the Bank’s share capital and the number of votes attached to these shares and their percentage share in the total number of votes:Following the change in shareholding, subsidiaries of BlackRock, Inc. hold 12,791,687 shares and votes in the Bank, representing 4.87% of the Bank’s share capital and the total number of votes in the Bank.
4. The subsidiaries of the notifying shareholder holding the Bank’s shares or financial instruments indicated in item 5 below:
   BlackRock Japan Co., Ltd.; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Investment Management (Australia) Limited; BlackRock Institutional Trust Company, National Association; BlackRock Fund Advisors; BlackRock Financial Management, Inc.; BlackRock Asset Management Deutschland AG; BlackRock Asset Management Canada Limited; BlackRock Advisors, LLC; BlackRock Advisors (UK) Limited; BlackRock (Singapore) Limited.
   Information on how Black Rock, Inc. controls the above-mentioned entities is presented in the appendix to this report.
5. Number of votes attached to shares, calculated in the manner specified in Article 69b Section 3 of the Public Offering Act, to which financial instruments referred to in Article 69b Section 1 Item 2 of the Public Offering Act directly or indirectly refer, the type or name of these financial instruments and the expiry date of these financial instruments:
   439,734 votes from shares, representing 0.17% of the Bank’s share capital and the total number of votes in the Bank related to contracts for difference (CFDs) with cash settlement. According to the Notice, there is no expiry date for the above-mentioned instruments, no execution period or no conversion period.
6. The total sum of the number of votes indicated pursuant to items (3) and (5) and its percentage share in the total number of votes:13,231,421 votes from shares representing 5.04 % of the Bank’s share capital and the total number of votes in the Bank.

C. On 10 January 2023, Bank Pekao S.A. informed that on 5 January 2023 it received a notification from Powszechne Towarzystwo Emerytalne Allianz Polska Spółka Akcyjna regarding exceeding the threshold of 5% of the total number of votes in the Bank („Notification”).
Powszechne Towarzystwo Emerytalne Allianz Polska Spółka Akcyjna („PTE Allianz Polska S.A.”), the manager of Allianz Polska Otwarty Fundusz Emerytalny („Allianz OFE”) and the manager of Allianz Polska Dobrowolny Fundusz Emerytalny („Allianz DFE”), informed that as a result of the merger pursuant to Article 67 of the Act of 28 August 1997 on the Organization and Operation of Pension Funds and Article 492 § 1(1) of the Commercial Companies Code, on 30 December 2022 with Aviva Powszechne Towarzystwo Emerytalne Aviva Santander Spółka Akcyjna managing the Second Allianz Polska Otwarty Fundusz Emerytalny („Second Allianz OFE”), the share in the share capital and total number of votes of the Bank in the accounts of Allianz OFE, Allianz DFE and Second Allianz OFE increased above 5%.
Prior to the merger, a total of 2,115,460 shares were registered on the accounts of Allianz OFE and Allianz DFE, representing 0.81% of the Bank’s share capital, which gave the right to exercise 2,115,460 votes from shares representing 0.81% of the total number of votes at the Bank’s General Meeting (“GM”). In the account of the Second Allianz Open Pension Fund 13,384,591 shares were registered, representing a 5.10% share in the Bank’s share capital, which gave the right to exercise 13,384,591 votes from shares representing a 5.10% share in the total number of votes at the Bank’s GM.
After the merger, the total balance in the accounts of Allianz OFE, Allianz DFE and Second Allianz OFE increased to 15,500,051 shares, representing 5.91% of the Bank’s share capital, which gives the right to exercise 15,500,051 votes from shares representing 5.91% of the total number of votes at the Bank’s GM.

At the same time, PTE Allianz Polska S.A., managing jointly Allianz OFE, Allianz DFE and Second Allianz OFE, informed that:

• it has no subsidiaries holding shares in the Bank,
• does not have a situation described in Article 69 section 4 item 6 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (“Act on Public Offering”),
• it also does not have the financial instruments referred to in Article 69b Section 1 item 1 and 2 of the aforementioned Act on Public Offering.

According to the information provided in the notification, the total share of Allianz OFE, Allianz DFE and Second Allianz OFE, managed by PTE Allianz Polska S.A., in the Bank’s share capital and the total number of votes is 5.91%.

The shareholders of the Bank owning directly or indirectly through their subsidiaries at least 5% of the total number of voting rights at the Bank’s General Shareholders Meeting are as follows:

* Par. 70.6.5.f of the ordinance of the Minister of Finance of March 29, 2018

According to the Bank’s Statute all the existing Bank’s shares are ordinary bearer shares. There are no special preferences or limitations connected with the shares, or differences in the rights attached to them. The rights and obligations related to the Bank’s shares result from generally applicable laws, in particular provisions of the Polish Commercial Companies Code.

Securities issued by the Bank do not give their holders any special control rights.

* Par. 70.6.5.e of the ordinance of the Minister of Finance of March 29, 2018

According to the Bank’s Statute there are no restrictions regarding voting rights of Bank’s shares (generally applicable laws may in certain circumstances restrict voting rights of shareholder).

* Par. 70.6.5.f of the ordinance of the Minister of Finance of March 29, 2018

According to the Bank’s Statute there are no restrictions of ownership transfer of securities issued by the Bank (generally applicable laws may in certain circumstances restrict ownership transfer of securities issued by the Bank).

* Par. 70.6.5.g of the ordinance of the Minister of Finance of March 29, 2018

Management Board

As stated in the Bank’s Statute the Management Board is composed of 5 to 9 Members. Vice Presidents and Members of the Bank’s Management Board are appointed and dismissed by the Supervisory Board, taking into account the assessment of compliance with the suitability requirements.  Members of the Bank’s Management Board are appointed for a joint term of office of three years.

The Management Board comprises the President of the Management Board of the Bank, Vice Presidents of the Management Board of the Bank and Members of the Management Board of the Bank. Vice Presidents and Members of the Management Board are appointed and removed on the motion of the President. Appointment of the President of the Management Board and the Member of the Management Board supervising significant risk management or entrusting this function to the appointed Member of the Management Board, is subject to approval by the Financial Supervision Authority. The body which applies to the Financial Supervision Authority for the approval is the Supervisory Board.

At least half of the Members of the Management Board, including its President, should possess a thorough knowledge of the Polish banking market, i.e. they should meet all of the following criteria:

• they have professional experience gained on the Polish market, relevant for the performance of a managerial function at the Bank,
• they are permanently domiciled in Poland,
• they have command of the Polish language.

The Management Board runs the business and represents the Bank. Each Member of the Bank’s Management Board is obliged to undertake actions in Bank’s interest. Members of the Management Board are prohibited from taking any decisions or actions that would lead to conflicts of interests or that would be incompatible with the Bank’s interests or their official duties. A Management Board Member is obliged to notify the Management Board of the Bank of any situation in which a conflict of interests might occur or has occurred as well as refrain from participating in discussion and voting on resolution in case of which a conflict of interest has occurred.

Members of the Management Board shall have rights under the generally applicable law. The Bank’s Statute does not provide for the Management Board or its members right to decide whether to issue or purchase shares.

* Par. 70.6.5.h of the ordinance of the Minister of Finance of March 29, 2018

Amendment of the Bank’s Statute requires adoption by way of resolution of the Bank’s General Shareholders Meeting as well as registering the amendment in the National Court Register. Procedure of the General Shareholders Meeting of the Bank** defines detailed rules of conducting the Bank’s General Shareholders Meetings and adopting resolutions. The Bank’s General Shareholders Meetings resolutions concerning the amendments of the Bank’s Statute are being adopted by the three-quarter majority. Moreover, as stated in Par. 34.2 of the Banking Act, any amendment of the Statute of the Bank shall require the authorization of the Polish Financial Supervision Authority.

* Par. 70.6.5.i of the ordinance of the Minister of Finance of March 29, 2018
** Introduced by Resolution of the General Meeting No. 19 of April 8, 2003, as amended

The operation of the Bank’s General Shareholders Meeting is governed by the Rules of Procedure for the Bank’s General Shareholders Meeting, adopted by way of Resolution No. 19 of April 8, 2003, amended by way of Resolution No. 41 of May 5, 2009, Resolution No. 41 of June 1, 2012 and Resolution No. 42 dated June 16, 2016. The Regulation of Shareholders’ Meetings of the Bank defines detailed rules of conducting General Shareholders Meetings and adopting resolutions. The Rules of Procedure are available to the public on the Bank’s website**

Apart from powers and authorities mentioned in binding laws, in particular in the Code of Commercial Companies and the Banking Law Act, in the Regulators’ recommendations and the Bank’s Statute, the Bank’s General Shareholders Meeting has the following powers and authority:

• to review and approve the report on the Bank’s operations and the Bank’s financial statements for the previous financial year,
• to adopt a resolution on profit distribution or coverage of loss,
• to review and approve the report on the activities of the Supervisory Board,
• to grant discharge to Members of the Supervisory Board and Management Board in respect of their duties,
• to review and approve the report on the Group’s operations and the Group’s financial statements,
• to set the dividend record date and dividend payment date,
• to dispose of or lease a business or its organized part, and to encumber it with limited property rights,
• to amend the Bank’s Statute and to draft its consolidated text,
• to increase or decrease the Bank’s share capital,
• to issue convertible bonds, bonds with pre-emptive rights to acquire shares, and subscription warrants,
• to retire shares and to define the terms of retirement,
• to decide on the Bank’s merger, demerger or liquidation,
• to create and release special accounts,
• to appoint and remove from office Members of the Supervisory Board, taking into account assessment of fulfilment of the suitability requirements,
• to define the remuneration rules for Members of the Supervisory Board,
• to conclude an agreement with a subsidiary which provides for the management of the subsidiary or for the transfer of profit by the subsidiary,
• to select of on audit firm to audit financial statements,
• to deal with other matters falling within the scope of the Bank’s activities which are submitted to the Bank’s General Shareholders Meeting.

The Bank’s General Shareholders Meeting is convened via the Bank’s website and in a way determined for passing current information according to rules regarding public offer and conditions, under which the financial instruments are introduced to organized turnover system and to rules regarding public companies. The convocation have to take place at least twenty-six days before the Bank’s General Shareholders Meeting.

The Ordinary General Shareholders Meeting should take place once a year, not later than six months after the end of each financial year. When determining the date of the Bank’s General Shareholders Meeting, the Management Board seeks to enable as many shareholders as possible to participate in the Meeting.

The Statute allows the participation in the General Meeting with the use of electronic communication means if the Management Board adopts such decision. Management Board adopts decision mentioned in the previous sentence in the case of fulfilling by the Bank technical conditions necessary for participation in the General Meeting with the use of electronic communication means what covers in particular:

1. real-life broadcast of General Meeting,
2. real-time bilateral communication where shareholders may take the floor during a General Meeting from location other than the General Meeting,
3. exercising the rights to vote during a General Meeting either in person or through a plenipotentiary.

According to the Bank’s Statute, in each case of convening the General Meeting, the Management Board of the Bank defines whether the participation in the General Meeting with the use of electronic communication means is possible and what are the requirements and limitations necessary to identify of shareholders and to ensure the safety of electronic communication. Detailed conditions for participation in the General Meeting using electronic means of communication are set out in the rules adopted by the General Meeting, the announcement on convening the General Meeting and the Rules for participation in the General Meeting of the company under the name Bank Polska Kasa Opieki Spółka Akcyjna with its registered office in Warsaw using electronic means of communication adopted by Resolution No. 94/21 of the Supervisory Board of the Bank of May 5, 2021 on the adoption of Rules for participation in the General Meeting of the Company using electronic means of communication.

The Bank’s Supervisory Board can convene Annual General Shareholders Meeting, if the Management Board does not convene it in due time stated in the Statute and the Extraordinary Shareholders Meeting, if necessary.

The full documentation which is to be presented to the Bank’s General Meeting, together with the drafts of resolutions and information concerning the Bank’s General Meeting are made available to persons entitled to participate in the Bank’s General Meeting on the Bank’s website and in paper form which is available in the place indicated in the announcement about convening the General Meeting, published in accordance with Art. 402² of Code of Commercial Companies.

Official copies of the Bank’s Management Board on the Bank’s operations and financial statements as well as copies of the Supervisory Board’s report and external auditor’s opinion are issued to shareholders upon request no later than 15 days prior to the Bank’s General Meeting date.

The rights of the Bank’s shareholders include in particular:

• the right of shareholders holding at least a half of the share capital or at least a half of the votes to convene Extraordinary Meeting of Shareholders. In this case, the shareholders elect the chairman of the Bank’s General Meeting,
• the right of shareholders holding at least the twentieth of share capital to demand that specific issues be placed on the agenda of the next Bank’s General Shareholders Meeting. The demand should include the justification and the project of resolution’s project concerning proposed issue and should be submitted to the Management Board no later than twenty one days prior to the Meeting date. The demand can be submitted also in electronic form. The Management Board is obliged to announce changes in the Meeting agenda introduced because of shareholder’s demand as fast as possible and no later than eighteen days prior to the Meeting date. The Announcement takes place according to the way proper for General Meeting convocation,
• the right of shareholders holding at least the twentieth of share capital to submit via electronic communication media projects of resolutions concerning issues introduced to the Bank’s General Meeting agenda or issues, which are supposed to be introduced to the Meeting agenda before the date of holding the Bank’s General Meeting. The Bank instantly announces projects of resolutions on the Bank’s website,
• the right of every shareholder to submit projects of resolutions concerning issues introduced to the Meeting’s agenda,
• the right of shareholders to participate in the Bank’s General Shareholders Meeting personally or by proxy,
• the right of shareholders holding a tenth of the share capital represented at the Bank’s General Shareholders Meeting to demand that the attendance list of the Bank’s General Shareholders Meeting be checked by a committee appointed for that purpose and composed of at least three persons, including one person appointed by the parties making the demand,
• the right according to which the Bank’s General Shareholders Meeting is not allowed to adopt a resolution to remove an item from the agenda or not to consider an issue which was placed on the agenda upon request of shareholders unless the shareholders express their consent to the same,
• the right according to which the Bank’s General Shareholders Meeting may not be adjourned deliberately to obstruct
  the exercise of the shareholders rights,
• the right of each individual participant of the Bank’s General Shareholders Meeting to nominate one or more candidates for membership on the Bank’s Supervisory Board,
• the right of shareholders holding at least a fifth of the share capital to demand block voting on the appointment of the Supervisory Board; a relevant request should be submitted to the Management Board in writing at such time as to enable its placement on the agenda of the Bank’s General Shareholders Meeting,
• the right to inspect the book of minutes and to receive copies of resolutions authenticated by the Management Board,
• the right according to which the Chairperson of the Bank’s General Shareholders Meeting is obliged to ensure that the rights of minority shareholders are respected,
• the right of shareholders who raise an objection against a resolution to justify the objection in a concise manner.

All issues submitted to the Bank’s General Shareholders Meeting have the opinion of the Supervisory Board. According to Par. 9 of the Bank’s Statute, issues submitted to the Bank’s General Shareholders Meeting should be submitted to the Supervisory Board for consideration.

The Bank’s General Shareholders Meetings are attended by Members of the Management Board and Supervisory Board in makeup that enables providing content-related answers to question in discussion. An auditor is present at the General Shareholders Meeting in particular Ordinary General Shareholders Meeting, if financial matters of the Bank are to be discussed at the Meeting.

The Bank’s Management Board, as a body responsible for providing legal service to the Bank’s General Shareholders Meeting, exerts every effort to ensure that resolutions are formulated in a clear and unambiguous manner.

The Rules of Procedure for the Bank’s General Shareholders Meeting contain provisions (Par. 13.10–17) regarding block voting on the appointment of the Supervisory Board.

Any amendments to the Rules of Procedure for the Bank’s General Shareholders Meeting take effect as of the date of the next General Shareholders Meeting.

Responsibilities and powers of the Chairperson of the General Shareholders Meeting include in particular taking care of the orderly and compliant with the agreed agenda conduct of the meeting, ensuring that the rights and interests of all shareholders are respected, counteracting any abuse of rights by the participants, and ensuring that the rights of minority shareholders are observed.

Within the scope of their competence and to the extent necessary to resolve issues placed under discussion of the Bank’s General Shareholders Meeting, Members of the Supervisory Board, Members of the Management Board and the auditor provide the participants with the required explanations and information concerning the Bank.

Voting on procedural matters may be carried out only on issues related to the conduct of the Meeting. This voting procedure cannot be applied to resolutions which may have impact on the exercise of the shareholders rights.

Removing an item from the agenda or a decision not to consider an issue placed on the agenda at the request of shareholders requires a resolution of the Bank’s General Shareholders Meeting, adopted with a three-quarter majority of the votes, following approval by all the present shareholders who submitted such a request.

* Par. 70.6.5.j of the ordinance of the Minister of Finance of March 29, 2018. 
** https://www.pekao.com.pl/o-banku/lad-korporacyjny.html

Management Board

The Management Board of the Bank acts according to the Bank’s Statute and the Rules of procedure adopted by virtue of its Resolution No. 64/II/19 of February 25, 2019, amended by Resolution No. 92/III/20 of March 12, 2020, Resolution No. 153/IV/20 of April 17, 2020 Resolution No. 328/VII/20 of July 24, 2020 and Resolution No. 3/I/22 of January 5, 2022.
The Rules of procedure shall in particular define the matters which require joint consideration by the Management Board, and rules of holding Management Board meetings, including meetings held through means of remote communication and the rules for adopting resolutions by written procedure or by means of remote communication. The Rules of Procedure of the Management Board are available on the Bank’s website . The Management Board of the Bank believes that the Rules of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna as a regulation defining the functioning of the Management Board are adequate and consistent with the law and the requirements of supervisory authorities.
According to the Bank’s Statute, the Management Board shall conduct the matters of the Bank and represent the Bank. Issues not reserved by virtue of the provisions of the law or of the Statute to fall within the scope of competence of other Bank’s statutory bodies, shall fall within the scope of competence of the Bank’s Management Board.
Pursuant to the provisions of the Management Board’s Rules of procedure, the Bank’s Management Board prepares the development strategy for the Bank. The Supervisory Board issues its opinions on the Bank’s long-term development plans and annual financial plans, prepared by the Management Board. The Management Board ensures that the risk management system at the Bank is transparent and effective, and runs the Bank’s affairs in compliance with applicable laws and Best Practices. The core values underlying the management of the Bank are professionalism, credibility, while customer relations are underpinned by reliability and integrity, as well as compliance with applicable laws, including the provisions on anti-money laundering and financing of terrorism. The Bank’s Management Board determines the principles and manner of implementation, for example, investment policy, asset and liability management policy, credit policy, HR, remuneration and social policy in the Bank and interest rate policy.

Pursuing the principle of efficient and prudent management, the Management Board is responsible for initiation and implementation of programs aimed at increasing the Bank’s value and rate of return for the shareholders, as well as protection of the employees’ long-term interests. In its decisions, the Bank’s Management Board makes every effort to ensure, to the maximum extent possible, the promotion of the interests of the shareholders, creditors, employees, as well as other entities and persons co-operating with the Bank in its business activity.
In the opinion of the Bank’s Management Board, the actions taken by the Bank’s Management Board to perform the tasks entrusted to it in 2022 were effective.
As at January 1, 2022 , the Management Board of the Bank was composed of the following persons:

• Leszek Skiba – President of the Management Board.
  In 2015, he was appointed Undersecretary of State in the Ministry of Finance, where he was responsible for the supervision over macroeconomic policy and tax legislation. He was also supporting legislative works connected with financial and capital markets, and prepared general outline of the budget system reform. Between March 2019 and April 2020 he served as the President of the Council of the Bank Guarantee Fund. Between 2009 and 2015 Leszek Skiba worked at the National Bank of Poland, at the Economic Institute, where he worked on NBP’s report devoted to the consequences of Poland’s membership of the euro area and prepared analyses of the euro area economy. Since 2009, Leszek Skiba has been running public non-profit activities as the President of the Council and expert of the Sobieski Institute. Leszek Skiba is a graduate of master’s degree studies at the Warsaw School of Economics, in the faculty of International Economic and Political Relations. He’s the author of numerous publications in the field of his professional work and public activities.
  Leszek Skiba fulfills suitability requirements determined in art. 22aa of Banking Law Act.
• Magdalena Zmitrowicz – Vice President of the Management Board. In 2018 she started working in Bank Pekao S.A. as Managing Director in Corporate Banking Department and from December 1st, 2018 she was appointed as the Vice President of the Management Board of the Bank. She started her professional career in 1999 in Bank Handlowy w Warszawie S.A. in Retail Banking Sector. She pursued her career in Corporate Banking Division, holding various leadership roles in regional structures of the Bank, including a position of Head of Sales for Northern Region and Head of Public Sector for Regions in the Public Sector Department. Having worked for almost twenty years in the banking industry, she has gained extensive experience both in general banking operations, including in particular the areas of sales, risk, operations and foreign-currency market, as well as in various customers segments, such as retail clients, small, medium and large companies, institutional clients, public sector and international corporations. In 2016-2017, she managed the Corporate Banking Department in the structures of the CEEMEA Commercial Banking Group – Citigroup. She managed the activities of the Strategy Champions Group at Bank Handlowy w Warszawie S.A. From January 2019, a Member of the Supervisory Board of Pekao Leasing Sp. z o.o. From December 2018, Deputy Chairman of the Supervisory Board of Pekao Faktoring Sp. z o.o., and from March 2021, the Chairman of the Supervisory Board of the Company. A graduate of the Faculty of Social Sciences at the University of Gdańsk, postgraduate studies at the Faculty of Management at the University of Gdańsk and postgraduate Executive MBA studies (EMBA) organized at the Faculty of Management at the University of Warsaw. She completed many local and foreign trainings, including those in credit risk management, financial analysis and sales. In 2013, she graduated from Commercial Credit College in the USA New York as part of Citigroup. Magdalena Zmitrowicz meets suitability requirements determined in art. 22aa of the Banking Law Act.
• Marcin Gadomski – Vice President of the Management Board supervising the management of risks significant for the Bank’s activity. Marcin Gadomski graduated from the Warsaw School of Economics, majoring in Finance and Banking. He was also a scholarship holder studying at the University of Kiel (Germany) and completed doctoral studies at the Warsaw School of Economics. He passed a number of professional certification exams, including: Financial Risk Manager (FRM), Association of Chartered Certified Accountants (ACCA), Project Management Professional (PMP). He participated in the Leadership Development Program run by The John Maxwell Team as well as the Deloitte Leadership Program.
  Marcin Gadomski began his professional career at the consulting company Ernst & Young (now EY) in 2002, where he conducted projects in the area of risk, finance and internal audit in financial institutions and non-financial enterprises. During this period, for several years he supported the Pekao Group in implementing among others requirements of IAS 39, Basel II and solutions regarding capital management as well as assets and liabilities management.Then he continued his career with Deloitte Advisory, first in 2008-2012 as a Senior Manager, and, after a break, in 2016-2018 as a Director. As part of Deloitte Advisory, Marcin Gadomski provided solutions for the largest financial institutions in Poland and abroad (banks, insurers, leasing companies, brokerage houses), among others in the field of credit policy, risk models, improving the credit process for retail and corporate clients, market and liquidity risk management, regulatory requirements (e.g. IFRS 9, the PFSA recommendations, regulations regarding capital requirements, liquidity, information or reporting obligations), due diligences for takeover purposes. In the years 2012 – 2016 Marcin Gadomski was the Director of Retail Credit Risk Unit at Bank Millennium. He was responsible for credit risk strategy, risk appetite, credit policy, credit assessment models, credit decision engines, risk reporting, credit product profitability assessment and credit process support for such business lines as unsecured consumer loans, mortgage loans and small business. From August 2018 to November 2019 Marcin Gadomski was a Member of the Management Board of Pekao Bank Hipoteczny S.A., where on 20 November 2018 he obtained the consent of the Polish Financial Supervision Authority to entrust him the function of the Member of the Management Board supervising the management of material risks in the bank’s operations. Between 29 November 2019 and 21 April 2020 Marcin Gadomski held position of the Vice President of the Management Board of Bank Pekao S.A. responsible for Risks Management Division. Later he was Credit Risk Director there.
  Marcin Gadomski meets suitability requirements determined in art. 22aa of the Banking Law Act.
• Jarosław Fuchs – Vice President of the Management Board. Jarosław Fuchs received his Master degree with honors in Marketing and Management, in the Faculty of Management of AGH University of Science and Technology in Cracow, as well as he graduated from Banking and Finance studies in Cracow University of Economics.He started his career in 1994, initially in Big Bank S.A. and AGH University of Science and Technology in Cracow, where he acted as a teaching assistant in Management Faculty. From 1996 to 1997, he worked for Raiffeisen Centrobank S.A. Branch in Cracow, where he was responsible for building relationships with corporate customers. From September 1997, Jarosław Fuchs worked for Societe Generale Warsaw Branch as a Senior Marketing Specialist in the Trade Office in Cracow. In October 2000, he moved to Fortis Bank Polska S.A., as a Senior Customer Advisor in Medium and Large Enterprises Center. From March 2003, Jarosław Fuchs worked for Bank Millennium S.A. in the position of the Senior Expert and, subsequently – Director of Małopolskie Customer Cooperation Center (Medium and Large Enterprises). From August 2004, he was associated with Bank BPH S.A. in Cracow and next, from December 2007 with Bank Pekao S.A. in managerial positions responsible for corporate customer relations. From March 2011, Jarosław Fuchs was responsible for management of Private Banking Relationship Managers Team as a Regional Sales Office Director in Cracow. At the same time, from 2013, Jarosław Fuchs was working for Pekao Central Brokerage House as a Director in the Region in Strategic Customers Office, where he was responsible for investment product distribution for strategic customers.Jarosław Fuchs meets suitability requirements determined in art. 22aa of the Banking Law Act.
• Jerzy Kwieciński – Vice President of the Management Board. He is a graduate of Faculty of Materials Engineering of the Warsaw University of Technology and holds a degree of Doctor in the field of technical science. He also completed a postgraduate course for managers at the Warsaw School of Economics and an international Master of Business Administration (MBA) programme run by the University of Antwerp, the University of Staffordshire, the Free University of Brussels and the University of Warsaw. Jerzy Kwieciński also has experience in academic and research and development work, which he gained, among others at the Warsaw University of Technology and as a visiting professor at Brunel University of West London.Jerzy Kwieciński has more than 30 years of international experience in strategic planning, management of large organizations, programs and projects in the public, private, non-governmental and scientific research sectors, including energy sector. From 1993 to 2004, he worked for the European Commission Representation in Poland, where his duties included management of programmes and projects financed by the European Union. He also participated in the works preparing Poland for membership in the European Union. Between 2004 and 2005 he was the President of Europejskie Centrum Przedsiębiorczości sp. z o.o, where in 2008-2015 he acted as a Vice-President of the Management Board.In 2005, Jerzy Kwieciński took a position of the Undersecretary of State at the Ministry of Regional Development, where he coordinated the national development policy and cohesion policy, including the work on the National Development Strategy for 2007-2015 and the National Cohesion Strategy for 2007-2013.Between 2008 and 2015, he served as President of the Management Board of JP Capital Group sp. z o.o., specializing in preparation and implementation of projects and innovations, including establishing and running start-ups. In that period he was also head of Fundacja Europejskie Centrum Przedsiębiorczości (European Entrepreneurship Centre Foundation). In 2015, he was appointed the Secretary of State in the Ministry of Development. Since 2015, he has been a member of the National Development CouncilIn November 2015, he was appointed the First Deputy of the Deputy Prime Minister in the Ministry of Development. From January 2018, he held the office of the Minister of Investment and Development, and from September 2019 he served also as the Minister of Finance. He held both functions until November 15, 2019. He worked on, among others on preparation and implementation of the Strategy for Responsible Development and implementation of cohesion policy. From January to December 2020 he acted as President of the Management Board of Polskie Górnictwo Naftowe i Gazownictwo S.A. (PGNiG), he has been a member of the Supervisory Board in TUW Polski Gaz, Europolgaz SA and President of the Board of Directors PGNiG Upstream Norway.

  From March 2021, Chairman of the Supervisory Board of Pekao Investment Banking S.A. and since April 2021, Member of the Supervisory Board of Pekao Leasing Sp. z o.o.

  Jerzy Kwieciński fulfills suitability requirements determined in art. 22aa of Banking Law Act.

• Paweł Strączyński – Vice President of the Management Board. Mr. Paweł Strączyński has a university degree from the Wrocław University of Economics, the Faculty of National Economy, field of study: finance and banking and Master of Business Administration – Executive MBA degree.
  He has extensive managerial experience. Mr. Paweł Strączyński has held position of the President of the Management Board of TAURON S.A. He was also Member of the Management Board of PKEE – Polish Electricity Associotion. Previously Mr. Paweł Strączyński had held position of the Vice President of the Management Board for Finance at PGE Polska Grupa Energetyczna S.A. He had been a Member of the Management Board of companies such as: Zespół Elektrociepłowni Wrocławskich KOGENERACJA S.A. , ZOWER Sp. z o.o. , PGNiG Termika Energetyka Przemysłowa S.A. , Przedsiębiorstwo Energetyki Cieplnej S.A. in Jastrzębie-Zdrój and Polska Grupa Biogazowa S.A.
  Paweł Strączyński is also a Member of the Supervisory Board of Krajowa Izba Rozliczeniowa S.A. as well as a Member of the Board of Directors KGHM International LTD in Canada and a Member of the Team of Economic Advisors at the Ministry of State Assets.
  Paweł Strączyński fulfills suitability requirements determined in art. 22aa of Banking Law Act.
• Błażej Szczecki – Vice President of the Management Board. Professionally associated with the Pekao Group since 2004. From 2018 till 2021 he has served as the Chief Transformation Officer and subsequently as the Chief Strategy Officer of Bank Pekao, responsible a.o. for the digital and operational transformation, as well as for the coordination of the work on the strategy of the Bank. From 2017 till 2018 he was responsible for the Transformation and Services Division, where he managed a.o. IT and Operations of the Bank. In 2010- 2017 he was Member of the Management Board of Pekao Leasing Sp. z o.o., where he assumed responsibility for IT, operations, insurance business, and customer service.Previously, from 2004 till 2010 he held various leadership roles in the Corporate Banking Division of Bank Pekao,including participation in the taskforce preparing the merger of Bank Pekao with the BPH Bank. Before joining Bank Pekao, he worked as consultant for McKinsey and Co. in Frankfurt (Main) in Germany. He also served as a research associate at the University in Frankfurt (Oder) and in Giessen (Germany), as well as professional experience at Dresdner Bank. Since 2017 he has served as the Chairman of the Supervisory Board of Centrum Kart. In addition, from 2017 till 2020 he was also the Vice-chairmen of the Supervisory Board of Pekao Financial Services.From 2017, Chairman of the Supervisory Board of Centrum Kart S.A. From 2017 to August 2020, in the Supervisory Board of Pekao Financial Services Sp. z o.o. he was the Deputy Chairman and Secretary of the Supervisory Board. He was reappointed to the Supervisory Board of Pekao Financial Services Sp. z o.o. in March 2021 and serves as the Chairman of the company’s Supervisory Board.He has a Ph.D degree in economics from the European University Viadrina Frankfurt (Oder), he graduated from the Faculty of Economics at the European University Viadrina Frankfurt (Oder). He participated in numerous courses and trainings in Poland and abroad, a.o. Unifuture in cooperation with the Institute for Management Development (IMD) in Lausanne (Switzerland).

  Błażej Szczecki fulfills suitability requirements determined in art. 22aa of Banking Law Act.

• Wojciech Werochowski – Vice President of the Management Board.  Manager with 20 years of experience in banking, for 4 years associated with Bank Pekao S.A., with the Retail Banking Division. From December 2017 served as a director of the Retail Customer Credit Products Department, where he managed retails customer credit products and was responsible for the sales activity, portfolio quality as well as financial performance of the product and product development.Before joining Bank Pekao S.A. he worked at PKO Bank Polski, Bank Citi Handlowy, and Bank BPH, where he was responsible for the development and management of credit products, including mortgage loans, and the CRM function. Between 2000 and 2008 he was associated with General Electric Capital in Poland, with GE Money Bank. He has worked in a number of positions in the areas of product management, development of new business models, strategic pricing and finance management, Lean Six Sigma programs.He has a university degree and an MBA degree from the University of Gdańsk, Copenhagen Business School and Universiteit Antwerpen. He completed trainings under the GE Management Development Institute, including Six Sigma Black Belt and Advanced Manager Course.From March 2021, Vice-Chairman of the Supervisory Board of Pekao Direct Sp. z o.o.From April 2022, member of the Supervisory Board of Pekao Bank Hipoteczny S.A.

  Wojciech Werochowski fulfills suitability requirements determined in art. 22aa of Banking Law Act.

• Piotr Zborowski – Vice President of the Management Board. Piotr Zborowski is a graduate of the University of Warmia and Mazury in Olsztyn, Faculty of Law and Administration, major in law. He completed his legal adviser apprenticeship at the District Chamber of Legal Advisers in Warsaw. In Bank Pekao S.A. he was the director responsible for servicing corporate offices as well as corporate governance and supporting the work of the Management Board and Supervisory Board. He was involved in the process of building and implementing the Bank’s strategy, as well as in the implementation of a number of strategic projects and cooperation on behalf of the Bank with the PZU S.A. group. Previously, he worked, among others in government administration bodies: the Chancellery of the Prime Minister and the Ministry of State Assets, as the Deputy Director of the Minister’s Office. He performed advisory functions in the Military Property Agency and was responsible for organizational and legal supervision in the Military Trade Company.
  Piotr Zborowski meets suitability requirements determined in art. 22aa of the Banking Law Act.

As at 31 December 2022, the composition of the Bank’s Management Board had not changed. Members of the Bank’s Management Board coordinate and supervise the Bank’s operations in accordance with the division of competences adopted by the Bank’s Management Board and approved by the Supervisory Board.

As at 31 December 2022, the division of competences among the members of the Bank’s Management Board was as follows:

The President of the Bank’s Management Board Mr. Leszek Skiba convenes and chairs meetings of the Bank’s Management Board, presents the position of the Bank’s Management Board towards the Bank’s bodies and in external relations, in particular towards the State authorities. President of the Management Board Mr. Leszek Skiba coordinates the work of the members of the Bank’s Management Board and issues orders in accordance with the provisions of the Bank’s internal regulations.

The President of the Bank’s Management Board supervises the following areas of the Bank’s operations: internal audit, compliance risk, corporate communication, investor relations, security, legal risk, strategic projects, human resources management, macroeconomic analysis and digital transformation.

The President of the Bank’s Management Board was appointed as a Member of the Management Board responsible for the implementation of duties specified in the Act on Counteracting Money Laundering and Terrorist Financing.

Mr. Marcin Gadomski Vice President of the Management Board supervising the Risk Management Division and is responsible for supervising the risk management process of bancassurance activities.

Mr. Paweł Strączyński Vice President of the Management Board supervises the activities of the Financial Division and has been appointed as a member of the Management Board to whom infringements will be reported and who will be responsible for the day-to-day operation of the whistleblowing procedure.

Mr. Jerzy Kwieciński Vice President of the Management Board supervising the Corporate Banking and MIB Division.

Mr. Wojciech Werochowski Vice President of the Management Board supervising the Retail Banking Division.

Mrs. Magdalena Zmitrowicz Vice President of the Management Board supervising the Banking Enterprise Division.

Mr. Jarosław Fuchs Vice President of the Management Board supervising the Private Banking and Investment Products Division.

Mr. Piotr Zborowski Vice President of the Management Board supervising the Strategy Division.

Mr. Błażej Szczecki Vice President of the Management Board supervising Banking Operations and IT Division and coordinates activities aimed at appropriate risk management related to the security of the ICT environment.

Supervisory Board

The Supervisory Board operates on the basis of the Rules of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna adopted by Resolution No. 10/15 of the Supervisory Board of February 6, 2015, and then as amended by Resolution No. 9/18 of the Supervisory Board of March 13, 2018 and Resolution No. 128/20 of July 15, 2020; Resolution No. 157/20 of November 13, 2020; Resolution No. 168/20 of November 10, 2020 and Resolution No. 108/21 of July 8, 2021 and Resolution No. 10/22 of January 24, 2022.

The Rules of the Supervisory Board are available on the Bank’s website**

The role of the Supervisory Board is to exercise a general and permanent supervision over the Bank’s activities, taking into consideration the Bank’s function of a parent company regarding subsidiaries of the Bank. Apart from the competence defined in law, the Supervisory Board possesses competences stated in the Bank’s Statute, the Supervisory Board in particular examines every matter submitted to the Bank’s General Shareholders Meeting.

The Supervisory Board Members always act with due regard to the Bank’s interests and take all actions necessary to ensure efficient functioning of the Supervisory Board. Moreover, Members of the Supervisory Board of the Bank are prohibited from taking any decisions or actions that would lead to conflicts of interests or that would be not in line with the Bank’s best interest. About existing or potential conflict of interests the Member of the Supervisory Board informs the Supervisory Board and restrains from participating in a discussion and voting on resolution regarding issue in the case of which a conflict of interest occurred.

Each year, according to regulations in force, the Supervisory Board prepares and submits to the Bank’s General Shareholders Meeting an assessment of the report on the activities of the Bank and the Group prepared by the Bank’s Management Board, assessment of the Bank’s financial statements and consolidated financial statements of the Group, assessment of motion concerning profit’s division or losses coverage, as well as the Supervisory Board activities statements. The assessments prepared by the Supervisory Board are made available to the shareholders before the Bank’s General Shareholders Meeting.

The Supervisory Board set up dedicated committees which deal with specific areas of the Bank’s operations, including the Audit Committee, the Nomination and Remuneration Committee, and Risk Committee. Reports of the committees set up by the Supervisory Board are stored at the Bank’s Head Office. Annual reports of committees are annexed to and published with the Supervisory Board statement.

In 2022, the Supervisory Board held 15 meetings.

As at January 1, 2022, the composition of the Supervisory Board was as follows:

• Beata Kozłowska-Chyła –Chairwoman of the Supervisory Board. Beata Kozłowska–Chyła, Ph.D. graduated from the Faculty of Law and Administration at the University of Warsaw.
  She received the Ph.D. in law, and subsequently the scientific degree of habilitated doctor of law. She is a lecturer in the Faculty of Law and Administration at the University of Warsaw in the Department of Commercial Law. She performs the profession of legal advisor, and is the recommended arbitrator at the Arbitration Court at the Polish Chamber of Commerce in Warsaw. Currently she is an acting President of the Management Board of PZU S.A. She served as a member of the Supervisory Board of PZU S.A., member of the Supervisory Boards of TFI PZU S.A. and PTE PZU S.A. and she was twice a member of the Management Board of PZU S.A. She was also a member of PZU Życie S.A. Currently she serves also as the Chairman of the Supervisory Board of PZU Życie Spółka Akcyjna, as well as the Chairwoman of the Lotos S.A Group Supervisory Board. She worked as a deputy director of the Legal and Licensing Department in the Pension Fund Regulatory Authority and served as the President of the Management Board of Polskie Wydawnictwo Ekonomiczne SA. Beata Kozłowska-Chyła is a member of the Legislative Council under the President of the Council of Ministers, a member of the Entrepreneurship Council under the President of the Republic of Poland and a member of the task force in the Corporate Governance Reform Commission under the Minister of State Assets. She also holds the position of member of the Board of the Polish Olympic Committee and in the Social Supervisory Board of Sport under the Minister of Sport.
  She is the author of many scientific publications on company law, securities law and insurance law that have been published in reputable Polish and foreign magazines, as long as an author of articles for the purpose of popularization.
  
  
• Joanna Dynysiuk – Deputy Chairwoman of the Supervisory Board of Bank Pekao S.A. Joanna Dynysiuk is a graduate of the Faculty of Law and Administration at the University of Warsaw. In 2010 she completed her legal advisor training and obtained the title of legal advisor. She began her professional career in 2005 at K&L Gates (former Hogan & Hartson), and then continued career at CMS Cameron McKenna. From August 2016, she was employed at Polski Fundusz Rozwoju S.A., where she started working as Deputy Director of the Legal Department, and currently she is the Director of the Legal Department. She has participated in a number of M&A transactions, financing and issue of securities. She was responsible for legal advice in the implementation by Polski Fund Rozwoju S.A. Financial Shield for micro, small and medium companies and for large companies. From 2017, the Vice-President of the Supervisory Board of Bank Pekao S.A.
• Małgorzata Sadurska – Deputy Chairwoman of the Supervisory Board of Bank Pekao S.A. Małgorzata Sadurska is a member of the Management Board in PZU SA from June 13, 2017 and PZU Życie SA from June 19, 2017. Graduate of the Law and Administration Faculty 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 degree at the Faculty of Management at the Lublin University of Technology. This program in management was run in cooperation with the University of Minnesota in Minneapolis. Under the program run by this university she also gained a certificate in human resource management and marketing. In the Management Boards of PZU SA and PZU Życie SA, she is responsible for the Cooperation with Banks Division, including bancassurance and strategic partnership programs, and the Corporate Customer Division. She also supervises foreign companies of the PZU Group. She is also a member of key Committees operating in PZU SA and PZU Życie SA, including: Investment Committee, PZU Group Risk Committee, Investment Risk Committee. Until 2017 she was the head of the Chancellery of the President of Poland. She was responsible for cooperation with the Council of Ministers, the Parliament and public administration authorities. Deputy Chairwoman of the Commission on Amendments to Codification in the Sejm of the Republic of Poland from 2012 to 2015. She participated in work on bills concerning civil and criminal law and the Commercial Company Code. She was the Chairwoman of the Supervisory Board of the ZUS Social Insurance Institution in 2007. As a secretary of state in the Cancelary of the Prime Minister she participated in meetings of the social insurance task force. She was involved in analyzing the legal, social and financial consequences of solutions in this field.
• Stanisław Ryszard Kaczoruk – Secretary of the Supervisory Board of Bank Pekao S.A.     Stanisław Ryszard Kaczoruk, Ph.D. is a member of the following Supervisory Boards of companies listed on the WSE: MCI Capital Towarzystwo Funduszy Inwestycyjnych S.A. (2009-2011), Eficom-Sinersio S.A (2015-2016), Alior Bank (2016-2017), Bank Pekao S.A. (Vice Chairman of the Supervisory Board, from 2017), Qumak S.A. (2017-2019), PKP PLK S.A. (from 2018). He participated in projects related to the creation of strategies for strategic companies, and also cooperated with leading consulting companies in the area of capital takeovers and restructuring of the companies (including PKP Energetyka, Elester PKP). He also cooperated in the organization of TFI KGHM. Expert of the Ministry of Development on the use of EU subsidies. He was also an advisor to the Aplikacje Krytyczne (VAT analysis) company acting for the Ministry of Finance. In the years 1998–2016 he worked as directors and in the management of companies operating on the IT market and legal and consulting services market, at the same time conducting business activity in the field of building business models, developing market analyzes, segmentation, analysis of organizational structures and processes, financial engineering, debt collection and restructuring of the companies and strategy building. He carried out conceptual, coordination, promotional and educational activities in the field of cyber security in Poland. He has extensive knowledge and practical and managerial experience. From 1978 to 1992 he conducted teaching and research activities at universities in Wrocław and Szczecin. In the years 1991–93 the head of the IT department at KGHM-Metraco sp.z o.o., in 1993 the head of the IT department of the Management Board Office of KGHM S.A., in 1994 the commercial and regional director at InterAms sp.z o.o.; 1994-95 commercial director at NetCom sp.z o.o.; 1995-97 managing director at Kaczmarski Burgel Inkasso sp.z o.o.; 1997-2002 commercial director at Winue S.A. (Emax); 2002-2005 cooperated with ComputerLand S.A. and 2005-2006 with SPIN S.A. in the scope of defining and implementing product development strategies, market research, customer acquisition; 2004-2012 member of the board of Value BasedAdvisors sp.z o.o., from 1999 president and co-owner of the International Court of Arbitration sp.z o.o. (2013-2018 president of the International Arbitration Court S.A.); 2015-2016 commercial proxy in Eficom-Sinersio S.A. Mathematician. A graduate of the Faculty of Mathematics, Physics and Chemistry of the University of Wrocław. In the years 1979-1991 didactic and scientific work at universities. In 1986 he obtained a doctorate in technical sciences, additionally completed in 1986 postgraduate pedagogical study, IFG training, in 1993 Postgraduate Polish-American College of Social Communication, Wrocław University of Technology & Univ. of Connecticut, USA; dozens of training in marketing and management, economics, finance, IT, NLP, health and safety. Participation in many scientific and research works, cooperation with several universities and research centers in Poland (among others from 2016 – CEZAMAT – member of the Program Council), several publications in the field of theoretical analyzes and applications of mathematics (including mathematical statistics) and computer science, among others in economics and environmental protection, published in numerous Polish and foreign scientific journals. He was awarded the Bronze Cross of Merit (2005), the Knight’s Cross of the Order of Polonia Restituta (2012) and numerous awards and distinctions of social organizations and associations.
• Marcin Izdebski – Member of the Supervisory Board of Bank Pekao S.A.       Marcin Izdebski graduated from the Warsaw University of Technology and the Warsaw School of Economics. He has gained work experience in the private sector, non-governmental organisations and government administration, with which he has been continuously associated since 2016. During this period, he has held responsibility for supervision over companies with Treasury shareholding. He has been responsible for executing equity transactions involving acquisitions, mergers, and divisions of assets or companies. He has experience based on working for the supervisory authorities of capital companies, including PKO Bank Polski S.A. Currently, he is the Director of the Department of Fuel and Energy Companies at the Ministry of State Assets. Since 2018, he has acted as the Chairman of the Supervisory Board of Polska Grupa Lotnicza S.A.
• Sabina Bigos-Jaworowska –Member of the Supervisory Board of Bank Pekao S.A.       Sabina Bigos-Jaworowska is a graduate of the Faculty of Economics at the University of Economics in Katowice. She completed Postgraduate Studies in Health Care Management at the same university. He holds a diploma of the Minister of the Treasury entitling her to sit on the supervisory boards of state-owned companies. Since 1994, she has been associated with the Health Care sector, in 2000 she took the position of the Director of the Health Care Team in Oświęcim. In 2016, she was a member of the Supervisory Board of PL 2012+, the operator of the National Stadium in Warsaw. In April 2017, she was again appointed for the next term of office as Vice-President. In addition, he is the Vice President of the Association of Hospitals of Małopolska, Member of the Board of the National Association of Employers of Poviat Hospitals and Representative of Employers of the Convention of the Higher Vocational School in Oświęcim.
• Justyna Głębikowska-Michalak – Member of the Supervisory Board of Bank Pekao S.A. Justyna Głębikowska-Michalak graduated from the Faculty of Economics of the Maria Curie-Skłodowska University in Lublin, in the field of „Management and Marketing” (1997) and from post-graduate studies in „Accounting” at the University of Economics in Poznań. In 2001, she obtained the authorization of the Minister of Finance to provide bookkeeping services (No. 25706/01). Since 2003, she runs her own Accounting Office „Vademecum”, specializing in providing services for business entities obliged to keep full accounting. She has the authorization for being an auditor. She is also extensively experienced in accounting services for numerous business entities from all over the country, including management accounting. She is interested in finance and business psychology.
• Michał Kaszyński  – Member of the Supervisory Board of Bank Pekao S.A.       Michał Kaszyński is a graduate from the Faculty of Law at the Jagiellonian University in Cracow and postgraduate studies in Personnel Management at the AGH University of Science and Technology in Cracow. In 1992 he completed an internship under the Tempus program at the Instituto Formazione Operatori Aziendali in Italy in the field of management and marketing. In 2005 he completed legal advisor training and is included on the list of legal advisors at the District Chamber of Legal Advisors in Katowice. Between 1988 and 2011 he was associated with the company SAOL Distribution, engaged in distribution of alcoholic beverages, which since 2004 belonged to the CEDC S.A. group. In that company he held a position of the Director for Human Resources Management and then the Director for Administrative and Legal Affairs and HR. Since 2005, he has been running his own business under which he provides legal assistance to entrepreneurs and local government units in the field of investment, production, housing resource management, sales and medical activities. Member of the Supervisory Boards of: Miejski Zakład Energetyki Cieplnej, Firma Handlowa SAOL, Przedsiębiorstwo Handlu Spożywczy, KBO Oświęcim, and Gliwice Zakłady Usług Górniczych. Presently, he is a member of the Krynica Uzdrowisko-Żegiestów SA Supervisory Board.
• Marian Majcher – Member of the Supervisory Board of Bank Pekao S.A. Marian Majcher is a graduate of the University of Silesia in Katowice at the Faculty of Social Sciences and Postgraduate Studies in Business Management at the Institute of Organization and Management in Industry with headquarters in Warsaw. He started his professional career as a researcher at the University of Silesia in Katowice. In the years 1990–1999 he devoted himself to building free media in Poland, as a co-owner of the press publishing companies 'Word’ in Chorzów and 'Free Word’ in Katowice. He began his professional career in industry in 1999, being until 2016 associated with the CTL Maczki-Bór S.A. Group and its wide activity in the Upper Silesian Industrial District. He held the position of the Managing Director and the Vice President of the Management Board of CTL, playing a key role in the privatization of this enterprise (then Kopalnia Piasku Maczki-Bór) and adding it to the CTL Logistics Group – one of the largest independent and private rail carrier in Europe. From May 2010 to May 2016 he was the President of the Management Board of CTL Maczki – Bór S.A. Since 2003, he has been the President of the Management Board of CTL Haldex S.A., a company dealing with the technological recovery of hard coal from waste gangue. At the same time, it is one of the largest completed and pro-ecological development projects of the CTL Maczki-Bór Group in cooperation with Haldex S.A. He is a qualified member of Supervisory Boards in State Treasury companies. He expanded his banking knowledge at the Boston Consulting Group workshops in market analysis, risk management and the economic environment. He is also a specialist in the field of obtaining financing sources for modernization and restructuring of enterprises as well as conducting negotiations. He served on the Supervisory Boards of, among others: Agencja Rozwoju Regionalnego in Żory (Vice Chairman of the Supervisory Board), Wojewódzkie Przedsiębiorstwo Energetyki Cieplnej in Legnica (member of Supervisory Board), Tauron Czech Energy s.r.o. in Ostrava, Kopalni Piasku Maczki-Bór Spółka z o.o. (Chairman of the Supervisory Board), Centralny Ośrodek Informatyki Górnictwa S.A. in Katowice (member of the Supervisory Board), EIB S.A. in Toruń (member of the Supervisory Board), MB EKO S.A. in Sosnowiec, Metanel S.A. in Warsaw, and Centrala Zaopatrzenia Hutnictwa S.A. in Katowice. Since 2017, he has been a member of the Supervisory Board of Bank Pekao S.A., including a member of the Risks Committee of the Supervisory Board. Winner of many management awards, including: (i) „Success in Silesia. People and companies” in the Manager category in Silesia 2012 awarded by the Silesian Association of Managers in Katowice, (ii) “Business Gazelle” for the achieved development and growth of the company awarded by Puls Biznesu, (iii) „Well seen company” awarded by the Business Center Club. He was awarded the Medal of Merit for the Katowice Province (1999) and the Medal of Merit for Culture (1999). In 2010, President of the Republic of Poland Lech Kaczyński honored Mr. Marian Majcher with the Knight’s Cross of the Order of Polonia Restituta for shaping free media in the 1980s.

As at 31 December 2022, the composition of the Supervisory Board has not changed.

Five members of the Supervisory Board – Sabina Bigos-Jaworowska, Justyna Głębikowska-Michalak, Stanisław Ryszard Kaczoruk, Michał Kaszyński, Marian Majcher meet the independence criteria set out in the Act of 11 May 2017 on statutory auditors, audit firms and public supervision and have no real and significant relations with a shareholder holding at least 5% of the total number of votes in the company.

Audit Committee

The Audit Committee operates on the basis of the Rules of the Supervisory Board and the Rules of the Audit Committee of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna, which was adopted by the Supervisory Board by Resolution No. 98/19 of November 5, 2019 and then amended by resolutions of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna No. 129/20 and 130/20 of July 15, 2020. The consolidated text of the Rules of the Audit Committee of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna was established by Resolution No. 131/20 of July 15, 2020. On November 3, 2020, the Supervisory Board of the Bank, by Resolution No. 158/20, and then by Resolution No. 165/20 of November 10, 2020, adopted amendments to the Rules of the Audit Committee of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna and adopted a uniform text of the „Rules of the Audit Committee of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna”. On 24 January 2022, the Bank’s Supervisory Board amended by Resolution no. 11/22 the Rules of the Audit Committee of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna and has adopted a consolidated text.

The purpose of the Audit Committee is to support the Bank”s Supervisory Board in fulfilling its duties concerning in particular:

1. monitoring the financial reporting process,
2. monitoring the effectiveness of internal control and risk management systems and internal audit including financial reporting
3. monitoring the performance of financial audit activities, in particular the audit carried out by the audit firm, taking into account the conclusions and findings of the Polish Audit Supervision Agency resulting from the audit carried out in the audit company,
4. control and monitor the independence of the statutory auditor and the audit firm which carries out the audit of financial statements, in particular where the audit firm provides services other than audit to the Group;
5. informing the Bank’s Supervisory Board about the results of the audit and explaining how the audit contributed to the reliability of financial reporting, as well as the role of the Audit Committee in the audit process,
6. assessing the independence of the statutory auditor and granting consent to the provision of permitted non-audit services,
7. developing a policy for selecting an audit firm to carry out the audit,
8. developing a policy for the provision of permitted non-audit services by the audit firm that conducts the audit, entities related to that audit firm and a member of the audit firm’s network,
9. determining the procedure for selecting an audit firm to audit financial statements,
10. presenting to the Bank’s Supervisory Board recommendations for the selection of an audit firm to audit financial statements,
11. submitting recommendations to the Bank’s Supervisory Board aimed at ensuring the reliability of the financial reporting process.

The Audit Committee consists of 3 (three) to 5 (five) Members elected from among the Members of the Supervisory Board. At least one Member of the Audit Committee has the knowledge and skills in accounting or auditing financial statements.

Most Members of the Audit Committee, including its Chairwoman and a Member of the Committee with knowledge and skills in accounting or auditing of financial statements, are independent of the Bank in the meaning of the Par. 129 section 3 Act of 11 May 2017 on statutory auditors, audit firms and public supervision (hereinafter referred to as the „Act”).

The members of the Audit Committee have the skills necessary to properly perform the entrusted function, including appropriate education and professional experience. Qualifications of the members of the Audit Committee, including education and professional experience, together with an indication of how were acquired, were presented on the Bank’s website. ***

Meetings of the Audit Committee are held as depending to the needs, but not less frequently than four times a year, in compatible terms with key dates in the Bank’s quarterly reporting cycle and the review of the annual audit plan presented by the Chief of the Internal Audit Department.

In 2022 there were 14 meetings of the Audit Committee.

As at January 1, 2022, the composition of the Audit Committee was as follows:

• Justyna Głębikowska-Michalak –President of the Committee (independent member, has the qualifications of a statutory auditor, graduate of the Faculty of Economics UMCS in Lublin and post-graduate studies „Accounting” at the University of Economics in Poznań),
• Marcin Izdebski – Secretary of the Committee,
• Joanna Dynysiuk – Member of the Committee,
• Sabina Bigos-Jaworowska – Member of the Committee (independent member),
• Michał Kaszyński –Member of the Committee (independent member).

and until December 31, 2022, it has not changed.

As a public interest entity, the Bank implemented, based on the resolutions of the Supervisory Board of the Bank, the policies and procedures set out in Article 130 para. 1 item 5-7 of the Act i.e.:

1. The policy of selecting an audit firm to carry out statutory audit of Bank Pekao S.A. financial statements and the principles of cooperation with the audit firm, the statutory auditor and the supervisory authority (hereinafter referred to as „Choice Policy”),
2. Procedure for selecting an audit firm to carry out a statutory audit of the financial statements of Bank Pekao S.A. (hereinafter referred to as the „Selection Procedure”),
3. The audit firm’s audit performance policy by the audit firm carrying out the audit, by entities affiliated to that audit firm and by a member of the audit firm’s network (hereinafter referred to as “Service Provision Policy”).

The selection policy sets out the following rules for the mandatory rotation and grace period of the audit firm and the key statutory auditor:

• Maximum duration of continued duration of statutory audits, carried out by the same audit firm or audit firm associated with this audit firm or any member of the network operating in the European Union countries to which these audit firms belong, must not exceed 10 years, respectively for the key statutory auditor.
• The first contract for the audit of financial statements is concluded with an audit firm for a period of not less than 2 years with the possibility of extension for another period of at least two years.
• After the maximum duration of the order, the Bank cannot commission a statutory audit to the audit firm or any entity from its network operating within the European Union for the next 4 years, and in the case of a key statutory auditor after at least 3 years from the end of the last statutory audit.
• The key auditor may not carry out a statutory audit of financial statements for a period longer than 5 years.

In accordance with the Selection Procedure, the procurement procedure aimed at selecting an audit firm is carried out in the form of a tender. Following the selection procedure organised by the Bank, the Audit Committee submits to the Supervisory Board a recommendation on the selection of an audit firm. This recommendation, unless it concerns the renewal of the audit engagement, shall contain no less than two options for selecting the audit firm with justification and an indication of a justified preference for one of them. However, in the event of an extension of the contract with an audit firm, the Audit Committee recommends that the Supervisory Board present to the General Meeting a proposal for the selection of the current audit firm. The Supervisory Board, after reviewing the recommendation and (in the event of non-renewal of the order) the preference of the Audit Committee, presents to the General Meeting a proposal on the appointment of an audit firm. The selection of an audit firm is made by the General Meeting, specifying the years for which the Bank’s financial statements and consolidated financial statements of the Bank’s Group will be subject to statutory audit by the selected audit firm.

On 11 June 2021, the Ordinary General Meeting of the Bank, after reviewing the proposal of the Supervisory Board, elected KPMG limited liability company (hereinafter referred to as „KPMG”) as an audit firm to audit the Bank’s financial statements and consolidated financial statements of the Bank’s Group for the years 2021-2023, which resulted in the extension of the financial statements audit agreement with KPMG.

The service provision policy specifies that the provision of permitted non-audit services by the audit firm conducting the audit , by entities related to this audit firm and by any  member of the audit firm network for the benefit of the Bank, it requires the consent of the Audit Committee. In addition, the Audit Committee agrees to the provision of permitted services not being an audit for the Bank’s subsidiaries on the basis of the Company’s application. An indispensable element of such a request is the consent of the audit committee of the Bank’s subsidiary applying for consent. Entities belonging to the Bank’s Group they are also required to obtain the approval of the Parent Entity’s Audit Committee (PZU S.A.) for the purchase of a permitted non-research service. In 2022, the company KPMG provided a permitted non-audit service to the Bank and its subsidiaries. Before concluding a contract for the provision of permitted services that are not testing, The Audit Committee, the Audit Committee of the subsidiary being a public-interest entity and the Audit Committee of the parent company of the Bank assessed the independence Audit Committee and have consented to the provision of those services.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee operates on the basis of the Rules of the Supervisory Board and the Rules of the Nomination and Remuneration Committee of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna, which was adopted by the Supervisory Board by Resolution No. 25/20 of April 10, 2020, and then amended by resolutions of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna No.: 133/20 of July  15,2020,  160/20 of November 3, 2020, 167/20 of November 10 2020. 2 November 2022, The Bank’s Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna by Resolution No. 161/22, it amended the Regulations of the Nomination and Remuneration Committee of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna and adopted its consolidated text.

The purpose of the Nomination and Remuneration Committee is to assist the Supervisory Board in carrying out its tasks related, among other things, to the formation of the Management Board of the Bank and the supervision of the policy of the Management Board of the Bank with regard to the selection and appointment of persons holding managerial positions at the Bank. The Committee shall, in its action, be guided by prudent and stable management of risk, capital and liquidity and special attention to the long-term well-being of the Bank and the interests of the Bank’s shareholders.

The Nomination and Remuneration Committee shall be responsible for, among other things :

1. a.determining the responsibilities of a candidate for the Board, as well as the requirements of knowledge and competence and the expected commitment in terms of the time spent necessary for the performance of the functions;
2. periodically assess, at least once a year, the knowledge, competence and experience of the Management Board of the Bank as a whole and of the individual Members of the Management Board of the Bank and to inform the Management Board of the Bank of the results of that assessment
3. submitting proposals to the Supervisory Board in the field of: determining the remuneration for the members of the Management Board of the Bank, submitting proposals on remuneration to the General Meeting on remuneration for members of the Supervisory Board, the amount of remuneration (including bonuses) of the Director of the Compliance Department and the Director of the Internal Audit Department;
4. making recommendations to the Supervisory Board regarding: assessing the individual suitability of candidates for members of the Management Board of the Bank and members of the Supervisory Board at the stage of appointment of these bodies and members of those bodies in the performance of their duties, assessing the collective suitability of the Management Board of the Bank and the Supervisory Board in order to ensure an adequate level of collegial management or supervision of the Bank, succession plans of the members of the Management Board of the Bank in order to ensure the continuity of management.
5. preparation and submission to the Supervisory Board once a year of the report on the evaluation of the functioning of the Remuneration Policy of the Bank Polska Kasa Opieki Spółka Akcyjna

In 2022, the Nomination and Remuneration Committee held 9 meetings.

As at January 1, 2022, the composition of the Nomination and Remuneration Committee was as follows:

• Beata Kozłowska-Chyła – President of the Committee,
• Małgorzata Sadurska – Secretary of the Committee,
• Sabina Bigos-Jaworowska – Member of the Committee,
• Joanna Dynysiuk – Member of the Committee                                  ,
• Marian Majcher – Member of the Committee.

In connection with the amendment of the Rules of Procedure of the Nomination and Remuneration Committee of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna, as of 2 November 2022, including the number of members of the Nomination and Remuneration Committee, as of the same date, the following were additionally appointed members of the Committee: Mr. Michał Kaszyński and Mr. Stanisław Ryszard Kaczoruk.

As at 2 November, 2022 the composition of the Nomination and Remuneration Committee was as follows:

• Beata Kozłowska-Chyła– President of the Committee,
• Małgorzata Sadurska – Secretary of the Committee,
• Sabina Bigos-Jaworowska – Member of the Committee,
• Joanna Dynysiuk – Member of the Committee,
• Marian Majcher – Member of the Committee,
• Stanisław Ryszard Kaczoruk – Member of the Committee,
• Michał Kaszyński – Member of the Committee,

and has not changed until December 31, 2022.

Risk Committee

The Risk Committee operates on the basis of the Rules of the Supervisory Board and the Rules of the Risk Committee of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna, which was adopted by the Supervisory Board by Resolution No. 99/19 of 5 November 2019, and then amended by resolutions of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna No.: 101/20 of 29 May 2020,  118/20 of 10 July 2020, 132/20 of 15 July 2020, 159/20 of 3 November 2020, 166/20 of 10 November 2020 and 12/22 of 24 January 2022.

The mission of the Committee is to support the Supervisory Board in fulfilling its duties regarding: supervising the risk management system and assessing the adequacy and effectiveness of this system. In its activities, the Committee shall be guided by prudent and stable management of risk, capital and liquidity, as well as by particular attention to the long-term well-being of the Bank and the interests of shareholders.

The tasks of the Risk Committee m.in include expressing opinions on:

1. the Bank’s overall current and future risk appetite expressed in risk appetite,
2. the risk management strategy developed by the Bank’s Management Board in the Bank’s activities, including policies in the area of credit, financial and operational risk,
3. reports on the risk profile and implementation of the risk management strategy presented by the Bank’s Management Board.

In addition, the Risk Committee supports the Supervisory Board in supervising the implementation of the risk management strategy in the Bank’s operations and verifies whether the overall level of prices of liabilities and assets offered to customers fully takes into account the Bank’s business and risk strategy.

In 2022, the Risk Committee held 14 meetings.

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

• Stanisław Ryszard Kaczoruk – President of the Committee,
• Marcin Izdebski – Secretary of the Committee,
• Michał Kaszyński – Member of the Committee,
• Marian Majcher – Member of the Committee,
• Małgorzata Sadurska – Member of the Committee.

and has not changed until December 31, 2022.

* Par. 70.6.5.k and l of the ordinance of the Minister of Finance of March 29, 2018
** https://www.pekao.com.pl/o-banku/lad-korporacyjny.html 
*** https://www.pekao.com.pl/o-banku/wladze-banku.html

On November 3, 2020, the Management Board adopted by way of a resolution and the Supervisory Board on November 4, 2020 approved by way of a resolution the „Gender Equality and Diversity Policy with regard to the Bank’s employees, including Members of the Supervisory Board, members of the Management Board and persons performing key functions in Bank Polska Kasa Opieki Spółka Akcyjna” (hereinafter referred to as the „Policy”). By Resolution No. 34, the Ordinary General Meeting of the Bank on  June 15, 2022 adopted the Policy to the extent that it applies to members of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna, with the exception of § 8 of the Policy. The Resolution of the Ordinary General Meeting referred to above in § 2 states that: „In order to ensure sufficient diversity in the Supervisory Board in terms of gender, the Bank will strive to achieve the 30% ratio as the target minimum value of the share of representatives of each of both sexes in the Supervisory Board. The Bank will always strive to achieve this ratio as soon as possible, but not earlier than the expiry of the term of office of the Supervisory Board.”

This Policy defines the Bank’s strategy of for managing the diversity of the Bank’s employees, including diversity in reference to appointment the Supervisory Board members, Management Board members and Key Function Holders in the Bank, and defines guidelines aimed at ensuring that the Bank’s employees are able to manage their careers, achieve success and evaluate their work on the basis of individual achievements, regardless of gender.

The purpose of diversity strategy of the Bank is to provide high quality of tasks execution by its employees, including selection of qualified people to hold function in the Supervisory Board, the Management Board and Key Function Holders in the Bank, using as the first objective criteria and taking into account the benefits of diversity.

The diversity strategy includes and uses to achieve the best outcome differences, which in addition to knowledge, skills and work experience result from educational background, geographical origin, gender and age. The diversity strategy, with regard to the selection of members of the Supervisory Board/ members of the Management Board / persons performing a key function in the Bank, is also conducted in the processes of selection, suitability assessment and succession.

The current share of women in managerial positions in the Bank is > 54,9%  and in senior management positions > 34,8%.

Application of diversity policy takes place in decision making processes in scope of: external selection, internal appointment, succession planning, taking into account provisions on equal treatment in the field of establishing an employment relationship, which include principle of gender equality.

Due to the regulations adopted in this regard and the importance that the Management Board pays for the values presented in the Policy, it is subject to constant review.

In 2020-2022, the share of women and men in the Bank’s Management Board was following:

In 2020-2022, the share of women and men in the Supervisory Board was following:

* Par. 70.6.5.m of the ordinance of the Minister of Finance of March 29, 2018