Since 2017, we have been a part of the PZU S.A. Group (hereinafter: the PZU Group). We conduct business in the territory of the Republic of Poland. Our head office is located in Warszawa, at Żubra 1 (postal code: 01-066). Our Bank operates as a joint-stock company, which has been listed on the Warsaw Stock Exchange since 1998. We operate under the provisions of law, in particular the Banking Law Act and the provisions of the Commercial Companies Code, and the provisions of the Statute of Bank Pekao (hereinafter: the Bank’s Statute), the consolidated text of which is available at [website]. The Polish Financial Supervision Authority (hereinafter: KNF) supervises the Bank’s operations.
Corporate governance [GOV-1]
Roles of the administrative, management and supervisory bodies [GOV-1]
The organisational structure of the Bank and the entities within the Pekao Group corresponds both to the scale and the nature of the business conducted.
General Meeting of Shareholders
The highest body of the Bank is the General Meeting of Shareholders (hereinafter: GMS). The scope of powers of the GMS is defined in statutory provisions, in supervisory recommendations of supervisory authorities and in the Bank’s Statute. Resolutions are adopted by an absolute majority of votes, subject to the provisions of the Commercial Companies Code and the Bank’s Statute.
Supervisory Board of the Bank
The Supervisory Board of the Bank (hereinafter: the Supervisory Board) exercises ongoing, comprehensive supervision over the Bank’s operations. The organisation and the manner of operation of the Supervisory Board are set out in the Rules of Procedure of the Supervisory Board of Bank Pekao S.A. (hereinafter: the Rules of Procedure). Pursuant to the provisions of the Rules of Procedure, it comprises from seven to nine members appointed by the GMS for a joint term of office lasting three full financial years. As of 31 December 2025, the Supervisory Board comprised nine members, including seven men (71.4%) and two women (28.6%), with five members (55.6% of the composition of the supervisory body) independent. The ratio of Supervisory Board Members by gender (number of women relative to the number of men on the Supervisory Board) was 2:7. The Chair of the Supervisory Board is not part of the Bank’s management staff; at the same time, none of the Supervisory Board Members belongs to under-represented social groups. In the previous reporting period, as of 31 December 2024, the Superivisory Board comprised eight members, including seven men (85,7%) and one woman (14,3%), with a ratio of 1:7.
The composition of the Supervisory Board of the Bank was as follows:
The Supervisory Board performs its duties collectively and, to streamline its work or perform specific activities, may establish committees and teams from among its members. We have included a description of the key competencies and tasks of individual committees in the sustainability context in the section: Information provided to the administrative, management and supervisory bodies of the undertaking and sustainability-related matters addressed by them [GOV-2].
Management Board of the Bank
None of the members of the Management Board was a representative of employees and other persons performing work. In the previous reporting period, as of 31 December 2024, the Management Board comprised 6 members, including 5 men (80%) and one woman (20%), with a ratio of 1:5. In the previous reporting period, as of 31 December 2024, the Management Board comprised 6 members, including 5 men (80%) and one woman (20%), with a ratio of 1:5. As of 31 December 2025, a total of three women (21.4%) and fourteen men (78.6%) served on the Management Board and the Supervisory Board.
The ratio of Management Board and Supervisory Board members by gender (number of women in relation to the number of men) was 3:14. In the previous reporting period, as of 31 December 2024, the Management Board and the Supervisory Board comprised of two women (16,7%) and twelve men (83,3%), what means the number of women to number of men ratio 2:12.
Suitability Assessment
We are obliged to apply the Policy for the selection of candidates for the function of a member of the Management Board and Key Function and for the suitability assessment of proposed and appointed members of the Management Board, the Supervisory Board and key function holders at Bank Polska S.A. (hereinafter: the Selection and Suitability Assessment Policy), approved by the Supervisory Board on 30 December 2020. This regulation is intended to ensure a uniform, optimal process for selecting candidates for members of the Management Board. The candidate selection process, in line with the assumptions of the Selection and Suitability Assessment Policy, is intended to ensure the appointment to the Management Board of persons having the necessary knowledge, experience and skills and enjoying a good reputation.
The Selection and Suitability Assessment Policy also indicates the criteria for assessing the individual and collective suitability of candidates and members of the Management Board, the Supervisory Board and persons performing key functions at the Bank in the course of performing their functions. In addition, it defines events resulting in the need to carry out a suitability assessment, the course of the suitability assessment process, including roles and tasks in the process, and the effects of the assessment, which include remedial measures to be applied in order to ensure compliance with the suitability requirements.
All members of the Management Board and the Management Board as a whole were assessed by the Supervisory Board for compliance with the requirements referred to in Article 22aa of the Act of 29 August 1997 – Banking Law and the suitability requirements referred to in the Selection and Suitability Assessment Policy.
In 2025, we carried out in the Bank both initial and subsequent individual suitability assessments and collective suitability assessments of members of the Supervisory Board. In addition, we carried out suitability assessments resulting from changes in functions performed by members of the Bank’s bodies.
Subsidiaries have implemented suitability assessment policies in accordance with applicable provisions of law.