Role of Administrative, Management, and Supervisory Bodies [GOV-1]
Both Bank Pekao and its Group entities have an organisational structure tailored to their size and business profile. The competencies of corporate bodies are defined by legal regulations, in particular: the Commercial Companies Code, the Banking Law Act, supervisory recommendations from regulatory authorities, the Statute of Bank Pekao, the articles of association and internal regulations of the Group entities.
General Meeting of Shareholders
The General Meeting of Shareholders (hereinafter: “GMS”) is the highest governing body of Bank Pekao. It operates under the Commercial Companies Code and the Statute of Bank Pekao. The competencies of the GMS are defined by legal regulations, particularly the Commercial Companies Code, the Banking Law Act, supervisory recommendations, and the Statute of Bank Pekao. Resolutions are adopted by absolute majority, unless otherwise specified by the Commercial Companies Code or the Statute of Bank Pekao.
Supervisory Board
The Supervisory Board is responsible for the ongoing oversight of Bank Pekao’s activities. It consists of seven to nine members, appointed by the GMS for a joint three-year term. As of 31 December 2024, the Supervisory Board comprised eight members, including seven men (87.5%) and one woman (12.5%). 75% of the members were independent. None of the Supervisory Board members belonged to underrepresented social groups. The Chairman of the Supervisory Board was not a member of the executive management.
The organisation and operation of the Bank’s Supervisory Board are defined by the Rules of Procedure the Supervisory Board of the Bank S.A.
The composition of the Bank’s Supervisory Board was as follows:
The Bank’s Supervisory Board performs its duties collectively; however, for the execution of specific tasks or to streamline its work, it may appoint committees and teams from among its members.
In connection with the implementation of the CSRD Directive in the 2024 reporting year, the Supervisory Board has not yet fully identified the necessary competencies regarding the management of impacts, risks, and opportunities (IRO). Within the Supervisory Board, there is an Audit Committee, which addresses issues related to sustainable development and has access to knowledge in this area. However, considering that sustainable development is a rapidly evolving field requiring the continuous expansion of knowledge and skills, we plan to undertake actions in the near future to support the further development of the Supervisory Board members’ competencies. This will enable effective management of these issues in the future.