In addition, on 15 June 2022, the OGM further clarified the Bank’s aspiration to achieve a ratio of 30% as a target minimum ratio of representatives of each gender on the Supervisory Board, and the Bank will strive to achieve this ratio at the earliest possible date, but not before the expiry of the term of office of the Supervisory Board.
Statement on compliance with corporate governance principles in 2024
Pursuant to § 70.6.5(a) and (b) of the Regulation of the Minister of Finance dated 29 March 2018 on current and periodic information published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-Member State (hereinafter “Regulation of the Minister of Finance dated 29 March 2018), Bank Polska Kasa Opieki Spółka Akcyjna (hereinafter “Bank”) declares that it is subject to the sets of corporate governance principles indicated below, among which are the principles adopted for application on a voluntary basis and corporate governance practices that go beyond the requirements under domestic law.
The corporate governance principles applied at the Bank, i.e. the system of regulations and procedures defining guidelines for the actions of the Bank’s bodies, including towards external entities interested in the Bank’s activities (stakeholders), derive from generally applicable laws, in particular the Commercial Companies Code and the Banking Law, as well as the regulations governing the functioning of the capital market, and from the principles included in the documents: “Best Practice of WSE Listed Companies 2021”, Corporate Governance Principles for Supervised Institutions issued by the Polish Financial Supervision Authority on 22 July 2014 and the “Code of Banking Ethics of the Polish Bank Association”.
Subject to the information indicated below, in 2024 the Bank applied the corporate governance principles contained in the “Best Practice for WSE Listed Companies 2021” (hereinafter “Best Practice 2021”) adopted by the Supervisory Board of the Warsaw Stock Exchange by Resolution No. 13/1834/2021 dated 29 March 2021.
The Bank did not comply with specific principles: 2.1; 2.2; 2.4 of the “Best Practice 2021” regarding the diversity policy and transparency of voting of the management board and the supervisory board.
Pursuant to § 29.3 of the Warsaw Stock Exchange Rules, the Bank, by means of Report No. 1/2021 of 4 August 2021, published Information on compliance by the Bank with “Best Practice 2021”, where the Bank provided explanations for complying with the aforementioned specific principles.
The Bank did not comply with specific principles 2.1. and 2.2. of the “Best Practice 2021”, pursuant to which the condition for ensuring the gender diversity of corporate bodies is the share of the minority in a given body at the level not lower than 30%.
The Bank has in place a “Gender equality and diversity policy with regard to the Bank’s employees, including Members of the Supervisory Board, Members of the Management Board and key function holders at Bank Polska Kasa Opieki Spółka Akcyjna” (hereinafter: “Policy”) approved by the Supervisory Board, which lays down diversity goals and criteria, including to the extent specified in the Best Practice for WSE Listed Companies 2021. The Policy being implemented by the Bank was developed taking into consideration requirements arising from generally applicable provisions of law, aimed at entities from the Banking sector, and recommendations of authorities exercising control and supervision over that sector, especially recommendations included in the Joint Guidelines of the European Banking Authority and the European Securities and Markets Authority on the assessment of the suitability of members of the management body and key function holders, pursuant to which the expected minimum share of representatives of an underrepresented gender in statutory bodies of the Bank must be clarified at the level of the Policy implemented by the Bank and, as a general rule, must be specified jointly for the Supervisory Board of the Bank and the Management Board of the Bank, as has been applied in the aforesaid Policy implemented by the Bank.
The Bank also did not comply with specific principle 2.4. of the “Best Practice 2021”, pursuant to which votes of the supervisory board and management board must be open, unless provisions of law stipulate otherwise. The Bank does not share the view of the Corporate Governance Committee of WSE that, as a general rule, all resolutions adopted by the Management Board of the Bank and the Supervisory Board must be adopted in a transparent way, i.e. after they have been duly discussed and all members of the body have expressed their opinions. Therefore, both the Regulations of the Supervisory Board and the Regulations of the Management Board of the Bank provide for voting by open ballot, as a general rule, but include exceptions that permit a vote by secret ballot in cases stipulated by law and in other expressly mentioned cases:
- The Regulations of the Supervisory Board stipulate that the Chair must order a vote by secret ballot only in one case, i.e. at the request of at least one member of the Supervisory Board, as an exception from the rule of open votes (§ 11.8 of the Regulations). The other provisions of the Regulations referring to a vote by secret ballot have already been repealed or amended by the Supervisory Board,
- the Regulations of the Management Board of the Bank stipulate that resolutions are to be adopted by open ballot. As an exception to this rule, the Regulations state that only in situations defined by law or in other justified cases, the President of the Management Board may order a secret ballot (§ 8.2 of the Regulations).
Due to the special nature of the banking sector, it is the opinion of the Bank that it is not possible to enumerate in law all situations in which a secret ballot would be the optimal solution from the perspective of corporate governance of the Bank. Therefore, the Bank does not completely exclude the option to vote by secret ballot in cases other than stipulated by law. The Bank has limited the aforesaid option to cases mentioned above, considering this solution as an optimal compromise between full transparency of the decision-making process at the Bank and the need to ensure that members of the Management Board of the Bank and the Supervisory Board are able to adapt to special circumstances.
By virtue of Report No. 1/2022 of 15 June 2022, the Bank updated the information on the status of application of the “Best Practice 2021” in view of the resolutions 32 and 34 adopted by the Ordinary General Meeting of the Bank.
In 2024 the Bank also applied the Corporate Governance Principles for Supervised Institutions issued by the Polish Financial Supervision Authority on 22 July 2014 with the exception of:
- Chapter 9 concerning asset management at the customer’s risk, as the Bank does not pursue activity to this extent,
- 49.4 and § 52.2 due to the fact that the Bank has an internal audit unit and a compliance unit within its organisational structure.
The Bank maintained partial compliance with the principle set out in § 21.2 of the Principles, which concerns the composition of the supervisory body, with regard to the Chairperson of the Supervisory Board. The Chairperson of the Supervisory Board was selected based on the criteria of knowledge, experience, including in managing a governing team and skills confirming competencies necessary to duly perform supervisory duties. Considering the above, the criterion of independence was waived.
In 2024, the Bank applied the corporate governance principles contained in the Code of Banking Ethics of the Polish Bank Association.
The Bank adheres to compliance of its activities with generally applicable laws, the Bank’s Articles of Association, the Bank’s internal regulations, market standards and ethical standards.
Acting in accordance with § 70.6(5)(c - m) of the aforementioned Regulation of the Minister of Finance of 29 March
2018, the Bank presents the following information:
The Management Board of the Bank is responsible for developing and implementing an independent, adequate and effective Internal Control System, one of the objectives of which is to ensure the reliability of financial reporting.
As part of the Internal Control System, the Bank distinguishes:
- the control function,
- an independent compliance unit, i.e. Compliance Department whose task is to identify, evaluate, control, and monitor compliance risk in the Bank’s activities with regard to law regulations, internal regulations, and market standards, and to present reports in this scope,
- an independent internal audit unit, i.e. Internal Audit Department whose task is to examine and assess, in an independent and objective manner, the adequacy and effectiveness of the Risk Management System and the Internal Control System, excluding its own activities as part of these systems.
The Supervisory Board exercises supervision over the implementation of the Internal Control System that is adequate and effective. The Supervisory Board performs an annual evaluation of the adequacy and effectiveness of the internal control system, including an annual evaluation of the adequacy and effectiveness of the control function, the compliance function, and the internal audit function.
The internal control system in the preparation of financial statements is designed to ensure that all business transactions in a given period are fairly, completely and correctly recorded.
In order to carry out the reporting process, the Bank has developed accounting principles (policies) in accordance with the requirements of the International Financial Reporting Standards and other applicable regulations, a chart of accounts, detailed internal instructions that define the rules for recording individual types of business transactions, and reporting systems.
At the same time, the Bank performs ongoing monitoring of changes in external regulations and conducts an assessment each time of the possible impact of these changes on accounting principles (policies) and reporting processes.
Information systems ensure the acquisition of clear and centralised data, confirming the entries in the accounting ledgers, as well as ensuring the control of continuity of entries, the transfer of turnovers and balances and the preparation of financial statements.
The Bank has a formalised process for closing the ledgers and preparing financial statements, in particular, it is based on an established schedule that defines the activities and the units responsible for their execution.
The preparation of financial statements, periodic financial and supervisory reporting and the provision of management information are the responsibility of the Financial Division, supervised by the Vice President of the Management Board of the Bank, and the individuals involved have relevant knowledge and experience in the area.
The main shareholders of the Bank since 7 June 2017 are:
- Powszechny Zakład Ubezpieczeń S.A., holding 52,494,007 (fifty-two million, four hundred and ninety-four thousand and seven) shares in the Bank, representing approximately 20% of the Bank’s share capital and entitling it to exercise 52,494,007 (fifty-two million, four hundred and ninety-four thousand and seven) votes representing approximately 20% of the total number of votes, and
- Polski Fundusz Rozwoju S.A. holding 33,596,166 (thirty-three million five hundred and ninety-six thousand one hundred and sixty-six) shares in the Bank, representing approximately 12.8% of the Bank’s share capital and entitling it to exercise 33,596,166 (thirty-three million five hundred and ninety-six thousand one hundred and sixty-six) votes representing approximately 12.8% of the total number of votes.
Shareholders of the Bank holding directly or indirectly through subsidiaries at least 5% of the total number of votes at the Bank’s General Meeting:
According to the Bank’s Articles of Association, all existing shares of the Bank are ordinary bearer shares. There is no differentiation of shares in terms of the rights associated with them. There are no special privileges or restrictions attached to existing shares. The rights and obligations attached to the Bank’s shares arise from generally applicable laws, and in particular from the provisions of the Commercial Companies Code.
Securities issued by the Bank do not give their holders special control rights.
The Bank’s Articles of Association do not stipulate any restrictions on the exercise of voting rights on the Bank’s shares (generally applicable laws may, in certain circumstances, restrict the exercise of a shareholder’s voting rights).
The Bank’s Articles of Association do not contain any restrictions on the transfer of ownership of the Bank’s securities (commonly applicable laws may, under certain circumstances, impose restrictions on the transfer of ownership of the Bank’s securities).
Description of the rules for the appointment and dismissal of managers and their powers, in particular the right to decide on the issuance or repurchase of shares
Management Board of the Bank
According to the Articles of Association, the Management Board of the Bank consists of 5 to 9 members. Vice Presidents and Members of the Management Board of the Bank are appointed and dismissed by the Supervisory Board, taking into account the assessment of compliance with suitability requirements. Members of the Management Board of the Bank are appointed for a joint three-year term of office. Members of the Management Board are appointed based on a qualification procedure aiming to verify and assess the qualifications of the candidates and to appoint the best candidate.
The Management Board of the Bank consists of: President of the Management Board of the Bank, Vice Presidents of the Management Board of the Bank, Members of the Management Board of the Bank. Vice Presidents and Members of the Management Board of the Bank are appointed and dismissed upon request of the President. The appointment of the President of the Management Board of the Bank and the Member of the Management Board of the Bank overseeing the management of risks significant to the Bank’s operations, or the assignment of this function to an appointed Member of the Management Board of the Bank, is subject to the approval of the Polish Financial Supervision Authority. The approval is requested by the Supervisory Board.
At least half of the members of the Management Board of the Bank, including the President of the Management Board of the Bank, should have a good knowledge of the banking market in Poland by fulfilling the following criteria together:
- have professional experience gained on the Polish market, as appropriate to the managerial function performed at the Bank,
- have a permanent place of residence in Poland,
- have a good command of Polish.
The Management Board of the Bank handles the affairs of and represents the Bank. It is the duty of each Member of the Management Board of the Bank to take actions that are in the interest of the Bank. Members of the Management Board of the Bank may not take such actions or decisions that would give rise to a conflict of interest, or that would be contrary to the interests of the Bank or incompatible with their official duties. A Member of the Management Board of the Bank is obliged to inform the Management Board if a situation arises where a conflict of interest could arise or has arisen and to refrain from taking part in discussions and from voting on a resolution on a matter in which a conflict of interest has arisen.
Members of the Management Board of the Bank are entitled to rights under generally applicable law.
The Bank’s Articles of Association do not provide that the Management Board of the Bank or individual Members have the right to decide on the issuance or repurchase of shares.
The manner of operation of the general meeting and its basic powers, as well as a description of the rights of shareholders and the manner of exercising them, in particular the principles arising from the regulations of the general meeting, if such regulations have been adopted, unless the information in this regard is directly derived from the law
The Bank’s General Meeting operates on the basis of the Regulations of the Bank’s General Meetings introduced by Resolution No. 19 of 8 April 2003, as amended by Resolution No. 41 of 5 May 2009, Resolution No. 41 of 1 June 2012 and Resolution No. 42 of 16 June 2016. The Regulations of the Bank’s General Meetings set forth detailed rules for the conduct of meetings and adoption of resolutions. The Regulations of the Bank’s General Meetings are available on the Bank’s website.
The powers of the Bank’s General Meeting, apart from other matters listed in the law, in particular in the Commercial Companies Code and the Banking Law Act, in supervisory recommendations of the supervisory authorities, as well as in the Bank’s Articles of Association, include:
- reviewing and approving the report on the Bank’s activities, as well as the financial statements for the previous financial year,
- adopting a resolution on profit distribution or loss coverage,
- reviewing and approving the report on the activities of the Supervisory Board,
- discharging the members of the Supervisory Board of the Bank and Management Board for the performance of their duties,
- reviewing and approving the report on the activities and financial statements of the Bank’s Capital Group,
- determining the dividend date and dividend payment date,
- disposing and leasing the business or its separable standalone part or establishing limited proprietary rights over the same,
- amending the Bank’s Articles of Association or establishing their consolidated text,
- increasing or decreasing the Bank’s share capital,
- issuing convertible or pre-emptive bonds and issuing subscription warrants,
- redeeming shares and determining the terms of this redemption,
- merging, demerging or liquidating the Bank,
- creating and abolishing special funds,
- appointing and recalling Members of the Supervisory Board, taking into account the assessment of compliance with suitability requirements,
- determining the principles of remuneration for Members of the Supervisory Board,
- entering into an agreement with a subsidiary providing for the management of the subsidiary or the transfer of profits by such a company,
- other matters lying within the scope of the Bank’s operations, brought to the attention of the Bank’s General Meeting.
The Bank’s General Meeting is convened by an announcement made on the Bank’s website and in the manner specified for the submission of current information in accordance with the regulations on public offering and the conditions for introducing financial instruments into the organised trading system and on public companies. The announcement is made at least twenty-six days before the date of the Bank’s General Meeting.
The Bank’s Ordinary General Meeting should be held once a year, no later than six months after the end of each fiscal year. When setting the date of the Bank’s General Meeting, the Management Board of the Bank ensures that the widest possible range of shareholders has the opportunity to participate in the Bank’s General Meeting.
The Articles of Association allow participation in the General Meeting by means of electronic communication, if the Management Board of the Bank decides so. The Management Board of the Bank makes the decision referred to in the preceding sentence in the event that the Bank meets the technical conditions necessary for participation in the General Meeting by means of electronic communication including, in particular:
- real-time transmission of the General Meeting,
- real-time two-way communication, whereby shareholders can speak in the course of the General Meeting while in a place other than the venue of the General Meeting,
- exercising in person or by proxy of the right to vote before or during the General Meeting.
Pursuant to the Bank’s Articles of Association, whenever a General Meeting is convened, the Management Board of the Bank determines whether it is possible to participate in the General Meeting by means of electronic communication, and what requirements and limitations on such participation are necessary to identify shareholders and ensure the security of electronic communication. The detailed terms and conditions of participation in the General Meeting by means of electronic communication are set out in the Regulations to be adopted by the General Meeting, the notice convening the General Meeting and the Regulations for participation in the General Meeting of the company under the name of Bank Polska Kasa Opieki Spółka Akcyjna with its registered office in Warsaw by means of electronic communication adopted by Resolution No. 94/21 of the Supervisory Board of the Bank of 5 May 2021 on the adoption of the Regulations for participation in the General Meeting of the Company by means of electronic communication.
The Supervisory Board of the Bank may convene an Ordinary General Meeting of the Bank if the Management Board of the Bank fails to convene it within the timeframe specified in the Articles of Association, and an Extraordinary General Meeting of the Bank if it deems it advisable to convene it.
The full documentation to be presented to the Bank’s General Meeting, including draft resolutions and information concerning the Bank’s General Meeting, is made available to persons entitled to attend the Bank’s General Meeting through the Bank’s website and at the place indicated in the notice convening the General Meeting, published in accordance with Article 402² of the Commercial Companies Code.
Copies of the report of the Management Board of the Bank on the Bank’s activities and the financial statements, together with a copy of the report of the Supervisory Board and the auditor’s opinion, are issued to the shareholders upon their request no later than 15 days before the Bank’s General Meeting.
The main rights of the Bank’s shareholders are as follows:
- shareholders representing at least half of the share capital or at least half of the total votes in the company may convene an Extraordinary General Meeting of the Bank. Then the shareholders appoint the chairman of this Meeting,
- shareholders representing at least 1/20 of the share capital may demand that certain matters be placed on the agenda of the Bank’s next General Meeting. A request to place certain matters on the agenda should include a justification or a draft resolution on the proposed agenda item and should be submitted to the Management Board of the Bank no later than twenty-one days before the scheduled date of the Bank’s General Meeting. This request can also be made electronically. The Management Board is obliged to promptly, but no later than eighteen days before the scheduled date of the Bank’s General Meeting, announce changes to the agenda, introduced at the request of shareholders. The announcement is made in the manner appropriate for the convening of the Bank’s General Meeting,
- shareholders representing at least 1/20 of the Bank’s share capital may, prior to the date of the Bank’s General Meeting, submit to the Bank, in writing or by means of electronic communication, draft resolutions on matters placed on the agenda of the Bank’s General Meeting or matters to be placed on the agenda. The Bank immediately announces draft resolutions on the Bank’s website,
- each shareholder may, during the Bank’s General Meeting, propose draft resolutions on the issues on the agenda,
- shareholders may attend the Bank’s General Meeting in person or by proxy,
- at the request of shareholders holding one-tenth of the share capital represented at this General Meeting of the Bank, the attendance list should be checked by a committee selected for this purpose, consisting of at least three persons. Applicants have the right to choose one member of this committee,
- The Bank’s General Meeting may not pass a resolution to remove from the agenda or not to consider an issue, placed on the agenda at the request of shareholders, without their consent,
- interruptions ordered in the proceedings of the Bank’s General Meeting must not be aimed at hindering shareholders from exercising their rights,
- each participant in the Bank’s General Meeting has the right to propose one or more candidates for Members of the Supervisory Board of the Bank,
- at the request of shareholders representing at least one-fifth of the share capital, the election of the Supervisory Board should be carried out by voting in separate groups. A request in this regard should be submitted to the Management Board in writing in time to be placed on the agenda of the Bank’s General Meeting,
- shareholders may review the minute book and request copies of resolutions certified by the Management Board,
- it is the duty of the Chairman of the Bank’s General Meeting to ensure that the rights and interests of all shareholders are respected, and in particular to ensure that the rights of minority shareholders are respected,
- those objecting to the resolution will be given an opportunity to briefly justify their objection.
All matters brought to the Bank’s General Meeting have the opinion of the Supervisory Board. Pursuant to § 9 of the Bank’s Articles of Association, all matters brought to the Bank’s General Meeting should be submitted to the Supervisory Board for consideration in advance.
The Bank’s General Meeting should be attended by Members of the Management Board of the Bank and Supervisory Board in a composition that makes it possible to provide substantive answers to questions asked at the Bank’s General Meeting. An auditor should be present at the Bank’s General Meeting, the subject of which are the financial affairs of the Bank, in particular at the Bank’s General Meeting.
The Management Board of the Bank, as the body providing legal services for the Bank’s General Meetings, makes every effort to ensure that resolutions are formulated in a clear and transparent manner.
The Regulations of the Bank’s General Meeting of Shareholders contain provisions (§ 13 par. 10-17) for the election of the Supervisory Board by voting in separate groups.
Any amendments to the Regulations of the Bank’s General Meeting take effect as of the next General Meeting of the Bank.
The duties and powers of the Chairman of the General Meeting include, in particular, ensuring that the General Meeting proceeds smoothly and in accordance with the agreed agenda, and that the rights and interests of all shareholders are respected, in particular preventing the abuse of rights by the participants of the General Meeting and ensuring that the rights of minority shareholders are respected.
Members of the Supervisory Board and the Management Board, as well as the Bank’s auditor, within the limits of their competence and to the extent necessary for the resolution of matters discussed by the meeting, provide the participants of the Bank’s General Meeting with explanations and information concerning the Bank.
Voting on matters of order during the Bank’s General Meeting may only concern matters relating to the conduct of the meeting. Resolutions that may affect the exercise of shareholders’ rights are not put to a vote under this procedure.
Removal from the agenda or abandonment of consideration of an item placed on the agenda at the request of shareholders requires the Bank’s General Meeting to adopt a resolution by a three-fourths majority, with the prior consent of all shareholders present who have submitted such a request.