Organizational and management structure

Bank Pekao and entities of the Pekao Group have an organizational structure adapted to the size and specificity of their activities. The scope of powers of the companies’ bodies is defined in the provisions of law, and in particular the Commercial Companies Code, the Banking Law Act, in supervisory recommendations of the supervisory bodies and in the Articles of Association of Bank Pekao, and in the Articles of Association/Partnership of companies and partnerships and internal regulations of entities of the Pekao Group.

The Supervisory Board exercises continuous supervision over the Bank’s activities. The Supervisory Board consists of between seven and nine members appointed by the General Meeting for a common term of office of 3 years. The organization and operation of the Supervisory Board are defined in the Rules of Procedure of the Supervisory Board of Bank Polska Kasa Opieki Pekao Spółka Akcyjna.

The composition of the Bank’s Supervisory Board was as follows:

The Supervisory Board performs its collective duties, however, in order to perform specific activities or to streamline the work, it may appoint committees and teams from among its members. In addition, the Supervisory Board may delegate one or more of its members to independently perform supervision within the scope specified thereby. The following Committees operate within the structures of the Supervisory Board of Bank Pekao: Audit Committee, Nomination and Remuneration Committee, and Risk Committee. The committees appointed by the Supervisory Board submit annual reports on their activities to the Supervisory Board.

Changes in the Bank’s Management Board

The Supervisory Board of the Bank, acting pursuant to the Article 368 § 4 and in connection with the Article 369 § 1 of the Code of Commercial Companies and taking into account the assessment of compliance with the suitability requirements, unanimously appointed on 14 June 2022 members of the Bank’s Management Board for the new three-year joint term of office, effective as of the day following holding of the Ordinary General Meeting approving the financial statements of Bank for the financial year 2021.

The following persons were appointed to the Management Board of the Bank for the next three-year joint term of the office starting on the date indicated above:

1. Leszek Skiba for the President of the Bank’s Management Board,
2. Marcin Gadomski or the Vice-President of the Bank’s Management Board supervising the risk management significant in the Bank’s operation,
3. Jarosław Fuchs for the Vice-President of the Bank’s Management Board,
4. Jerzy Kwieciński for the Vice-President of the Bank’s Management Board,
5. Paweł Strączyński for the Vice-President of the Bank’s Management Board,
6. Błażej Szczecki for the Vice-President of the Bank’s Management Board,
7. Wojciech Werochowski for the Vice-President of the Bank’s Management Board,
8. Piotr Zborowski for the Vice-President of the Bank’s Management Board,
9. Magdalena Zmitrowicz for the Vice-President of the Bank’s Management Board.

As a result of the assessments performed, the Supervisory Board of the Bank concluded that all members of the Bank’s Management Board and the Bank’s Management Board as a whole meet the requirements referred to in Art. 22aa The Act of 29 August 1997 – Banking Law and the suitability requirements referred to in the Policy of selecting candidates for the position of a Management Board member and the Key Function and assessment of the suitability of proposed and appointed members of the management board, supervisory board and key functions at the Bank.

According to the submitted statement, none of the persons appointed to the Management Board of the Bank, do not conduct any business competitive to that of the Bank and they are not involved in a competitive business as a shareholder or partner in a civil law company or partnership or a member of a corporate body of a competitive corporation or legal person. None of these persons is entered in the Register of Insolvent Debtors kept pursuant to the provisions of the KRS (National Court Register) Act of 20 August 1997.

The composition of the Bank’s Supervisory Board was as follows:

The Bank applies the Policy of Selecting Candidates for the Function of a Member of the Management Board and Key Functions and Assessing the Suitability of Proposed and Appointed Members of the Management Board, the Supervisory Board, and Persons Performing Key Functions at Bank Polska Kasa Opieki Spółka Akcyjna approved by the Supervisory Board of the Bank on December 30, 2020, the aim of which is to ensure the optimal and uniform process of selecting candidates for the function of a member of the Management Board and Key Functions at the Bank, so as to ensure the performance of tasks related to the implementation of the Bank’s business plans and strategy by persons with the necessary knowledge, experience and skills, as well as with good reputation.

The Selection and Suitability Assessment Policy also specifies the criteria for assessing the individual and collective suitability of candidates and members of the Management Board, the Supervisory Board, and key function Holders at the stage of appointment and in the course of performance of the function, as well as events resulting in the need to assess the suitability, the course of the suitability assessment process, including roles and tasks in the process and the effects of the assessment, including corrective measures applicable to ensure compliance with the suitability requirements.

In 2022, a re-assessment of the individual and collective suitability of the members of the Supervisory Board of the Bank and a re-assessment of the individual and collective suitability of the members of the Management Board of the Bank were carried out, as well as suitability assessments resulting from changes in the additional functions performed by members of the Bank’s governing bodies.

Subsidiaries have implemented Suitability Assessment Policies in accordance with applicable laws and regulations.