12 Jun 2017 07:00
UNOFFICIAL TRANSLATION
09.06.2017 - Report 36/2017: Appointment of the Supervisory Board members of Bank Polska Kasa Opieki Spółka Akcyjna for a new joint term of office
The Management Board of Bank Polska Kasa Opieki Spółka Akcyjna informs that the Extraordinary General Meeting of the Bank on 8th June 2017, taking into account the fulfillment of suitability assessment, appointed members of the Supervisory Board for the new three-year joint term of office, starting on 8th June 2017.
The following persons were appointed to the composition of the Supervisory Board of the Bank:
1) Mr. Paweł Surówka;
2) Mr. Paweł Stopczyński;
3) Mr. Grzegorz Janas;
4) Mr. Michał Kaszyński;
5) Ms. Justyna Głębikowska-Michalak;
6) Ms. Joanna Błaszczyk;
7) Mr. Stanisław Ryszard Kaczoruk;
8) Ms. Sabina Bigos-Jaworowska;
9) Mr. Marian Majcher as Member.
The Management Board of the Bank is sending enclosed to this report the Information on fulfillment of individual suitability assessment separately for: Mr. Paweł Surówka, Mr. Paweł Stopczyński, Mr. Grzegorz Janas, Mr. Michał Kaszyński, Ms. Justyna Głębikowska-Michalak, Ms. Joanna Błaszczyk, Mr. Stanisław Ryszard Kaczoruk, Ms. Sabina Bigos-Jaworowska, Mr. Marian Majcher.
Information on fulfillment of individual suitability assessment includes information referred to in § 28 p. 4-6 of the Ordinance of the Ministry of Finance of 19 February 2009 on current and periodic information published by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent.
Legal basis: § 5 sec.1 p. 22 of the Ordinance of the Minister of Finance of 19th February 2009 on current and periodic information published by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent. (Journal of Laws from 2014, item 133 with subsequent amendments)
INFORMATION REGARDING COMPLIANCE WITH INDIVIDUAL SUITABILITY REQUIREMENTS BY MR PAWEŁ SURÓWKA
Bank's Supervisory Board, after performing the suitability assessment, hereby informs about compliance with the individual suitability by Mr Paweł Surówka.
The assessment was performed by the Supervisory Board on June 2nd, 2017 taking into consideration the recommendation of the Nomination and Remuneration Committee that was based on the declarations and documents submitted by Mr Paweł Surówka, as well as based on analysis conducted by an external consulting firm, contracted by the Supervisory Board, of the criteria and requirements stipulated in Bank's "Policy of The Suitability Assessment of the proposed and appointed Management Board's Members, Supervisory Board's Members and Key Function Holders at Bank Polska Kasa Opieki Spółka Akcyjna". Moreover, in scope of suitability assessment process, Polish Financial Supervision Authority recommendations issued on May 19th on requirements that should be fulfilled by banks' management boards and supervisory Board Members, as well as 22aa Paragraph of the Banking Act, were taken into consideration.
In scope of individual suitability assessment process of Mr Paweł Surówka the following criteria and requirements were taken into consideration:
Professional qualifications:
Knowledge (education) - Mr. Paweł Surówka is a graduated of Universite Paris I Pantheon Sorbonne (Master's degree) and Ecole des Hautes Etudes en Sciences Sociales (PhD, EHESS). He also graduated from Hochschule fur Philosophie HfPH (Bachelor). In 2012 he was awarded a financial analyst certificate at CFA Institute.
Experience (professional) - Mr Surówka has 10 years of professional experience. At the beginning of his career he held the position of financial advisor at Bank of America Merrill Lynch in CEE region. In the years 2013-2015 he was a member of the management board of Boryszew SA, the director of the automotive development department, as well as chairman of the boards of Boryszew subsidiaries from the automotive sector. Until January 2016, he was an advisor to the president of PKO Bank Polski and director of corporate and investment banking for Germany, responsible for the opening of the first foreign branch of PKO Bank Polski. From 23 June 2016 to 13 April 2017 he was President of PZU Życie SA, when he assumed the post of President of PZU Group.
In addition, Mr Paweł Surówka serves as the PZU TFI's Chairman of the Supervisory Board
Declared skills necessary to perform entrusted function covering: knowledge of regulations defining the powers of the various statutory bodies of the Bank, knowledge of financial markets, including knowledge of the dynamics of the global economic and financial system, knowledge of the framework and regulatory requirements relating to the operation of the credit institution/ bank, ability to understand the strategic planning and business strategy or business plan of the credit institution/ bank and their implementation, ability to risk management (identification, assessment, monitoring, control and minimization of the main types of risk in the credit institution/ bank), ability to evaluate the effectiveness of the solutions adopted in the credit institution / bank, ability to establish effective management, monitoring and control mechanisms, team management, ability to analyse financial statements of the credit institution/ bank to identify the most important issues on the basis of this information and implement appropriate controls and measures, international experience and knowledge of foreign markets, knowledge of the social and political environment and market mechanisms in the countries in which the Unicredit group occupies a strategic position, professional experience in the Polish market, qualifications in the field of accounting and auditing, professional experience suitable to perform supervisory functions at the Bank, resulting from many years of experience in financial institutions in Poland and abroad, and education in Germany and France.
Guarantee of proper execution of entrusted duties, including the ability to judge independently - meets,
Reputation - meets, based on the information on lack of:
· criminal and administrative investigations,
· past or present proceedings in business dealings which could have a negative impact on the reputation,
· past and present business operations and financial condition that may have a negative impact on the reputation,
· entry in the Register of Insolvent Debtors,
· results of minor incidents that separately do not have impact on reputation, but jointly may greatly negatively influence reputation,
· outside-the-Bank activity that might negatively influence reputation,
Additional criteria in scope of:
· potential conflict of interests - not identified,
· conducting competitive activities - not conducting,
· ability to dedicate sufficient time to perform the function - meets, considering the number of functions performed simultaneously in the following legal entities:
ü belonging to the same group within the meaning of Art. 3 section 1 point 44 of the Accounting Act - performing, President of the Board PZU SA
ü entities in which the Bank holds a significant share - not performing,
ü other legal entities: PZU TFI Chairman of the Supervisory Board
ü non-profit (voluntary service): not performing.
Considering above-mentioned facts, in light of the intention to appoint Mr Paweł Surówka as Supervisory Board Member, Supervisory Board informs that as a result of analysing the above-mentioned criteria and requirements it was found that Mr Paweł Surówka meets the individual suitability requirements to perform the function of Supervisory Board Member.
Furthermore, the Supervisory Board, taking into account the recommendations of the Nomination and Remuneration Committee, assessed the relevant criteria from the perspective of the collective suitability assessment of the Supervisory Board.
Bank Polska Kasa Opeki S.A: Supervisory Board
Recipients:
1. Mr Paweł Surówka
2. Shareholder entering candidacy: UniCredit S.p.A.
INFORMATION REGARDING COMPLIANCE WITH INDIVIDUAL SUITABILITY REQUIREMENTS BY MR PAWEŁ STOPCZYŃSKI
Bank's Supervisory Board, after performing the suitability assessment, hereby informs about compliance with the individual suitability by Mr Paweł Stopczyński.
The assessment was performed by the Supervisory Board on June 2nd, 2017 taking into consideration the recommendation of the Nomination and Remuneration Committee that was based on the declarations and documents submitted by Mr Paweł Stopczyński as well as based on analysis conducted by an external consulting firm, contracted by the Supervisory Board, of the criteria and requirements stipulated in Bank's "Policy of The Suitability Assessment of the proposed and appointed Management Board's Members, Supervisory Board's Members and Key Function Holders at Bank Polska Kasa Opieki Spółka Akcyjna". Moreover, in scope of suitability assessment process, Polish Financial Supervision Authority recommendations issued on May 19th on requirements that should be fulfilled by banks' management boards and supervisory Board Members, as well as 22aa Paragraph of the Banking Act, were taken into consideration.
In scope of individual suitability assessment process of Mr Paweł Stopczyński the following criteria and requirements were taken into consideration:
Professional qualifications:
·Knowledge (education) - Graduate of the Master's Programme at the Faculty of Law, University of Bialystok and Postgraduate Studies of Management and Finance at the Warsaw School of Economics.
·Experience (professional) - During the 10 years of work at the Ministry of Treasury he was responsible for the implementation projects regarding consolidation of entities from the electric power engineering and steel sector. He led various project teams preparing privatization strategy for state owned companies. Since 2016, at PZU Group Mr Stopczyński is the Director of Corporate Governance Office.
·Declared skills necessary to perform entrusted function covering:
knowledge of regulations defining the powers of the various statutory bodies of the Bank, knowledge of financial markets, including knowledge of the dynamics of the global economic and financial system, knowledge of the framework and regulatory requirements relating to the operation of the credit institution/ bank, ability to understand the strategic planning and business strategy or business plan of the credit institution/ bank and their implementation, ability to evaluate the effectiveness of the solutions adopted in the credit institution / bank, ability to establish effective management, monitoring and control mechanisms, ability to analyse financial statements of the credit institution/ bank to identify the most important issues on the basis of this information and implement appropriate controls and measures, professional experience on the Polish market suitable for the management function in the Bank, resulting in particular from many years of experience in the Ministry of State Treasure and from education.
Guarantee of proper execution of entrusted duties, including the ability to judge independently - meets
Reputation - meets, based on the information on lack of:
· criminal and administrative investigations,
· past or present proceedings in business dealings which could have a negative impact on the reputation,
· past and present business operations and financial condition that may have a negative impact on the reputation,
· entry in the Register of Insolvent Debtors,
· results of minor incidents that separately do not have impact on reputation, but jointly may greatly negatively influence reputation,
· outside-the-Bank activity that might negatively influence reputation,
Additional criteria in scope of:
· potential conflict of interests - not identified,
· conducting competitive activities - not conducting,
· ability to dedicate sufficient time to perform the function - meets, considering the number of functions performed simultaneously in the following legal entities:
ü belonging to the same group within the meaning of Art. 3 section 1 point 44 of the Accounting Act - not performing,
ü entities in which the Bank holds a significant share - not performing,
ü other legal entities:
ü non-profit (voluntary service): not performing.
Considering above-mentioned facts, in light of the intention to appoint Mr Paweł Stopczyński as Supervisory Board Member, Supervisory Board informs that as a result of analysing the above-mentioned criteria and requirements it was found that Mr Paweł Stopczyński meets the individual suitability requirements to perform the function of Supervisory Board Member.
The above mentioned statement was based on taking into account that Mr Paweł Stopczyński formulated the need of improving the following professional qualifications:
ü Ability to risk management (identification, assessment, monitoring, control and minimization of the main types of risk in the credit institution/ bank),
ü Ability to analyse financial statements of the credit institution/ bank to identify the most important issues on the basis of this information and implement appropriate controls and measures,
ü International experience and knowledge of foreign markets,
ü Knowledge of accounting and financial audit.
The Supervisory Board states that if Mr Paweł Stopczyński indeed does not have any experience in the above mentioned areas, in case of being appointed for Supervisory Board member office, suggests the correction measures to be taken in the form of trainings and meetings with competent members of the Bank's management.
Furthermore, the Supervisory Board, taking into account the recommendations of the Nomination and Remuneration Committee, assessed the relevant criteria from the perspective of the collective suitability assessment of the Supervisory Board.
Bank Polska Kasa Opieki S.A. Supervisory Board
Recipients:
1. Mr Paweł Stopczyński
2. Shareholder entering candidacy: UniCredit S.p.A.
INFORMATION REGARDING COMPLIANCE WITH INDIVIDUAL SUITABILITY REQUIREMENTS BY MR GRZEGORZ JANAS
Bank's Supervisory Board, after performing the suitability assessment, hereby informs about compliance with the individual suitability by Mr Grzegosz Janas.
The assessment was performed by the Supervisory Board on June 2nd, 2017 taking into consideration the recommendation of the Nomination and Remuneration Committee that was based on the declarations and documents submitted by Mr Grzegorz Janas, as well as based on analysis conducted by an external consulting firm, contracted by the Supervisory Board, of the criteria and requirements stipulated in Bank's "Policy of The Suitability Assessment of the proposed and appointed Management Board's Members, Supervisory Board's Members and Key Function Holders at Bank Polska Kasa Opieki Spółka Akcyjna". Moreover, in scope of suitability assessment process, Polish Financial Supervision Authority recommendations issued on May 19th on requirements that should be fulfilled by banks' management boards and supervisory Board Members, as well as 22aa Paragraph of the Banking Act, were taken into consideration.
In scope of individual suitability assessment process of Mr Grzegorz Janas the following criteria and requirements were taken into consideration:
Professional qualifications:
Knowledge (education) - Mr Janas is a graduate of Maria Curie-Skłodowska University in Lublin (Master's Degree in Law).
Experience (professional) - Starting in May 2016, he is with the PZU Group, where he performs the functions of the Director in the Investment Analysis Office (PZU / PZU Życie) and the President of the Management Board of the PZU Operational Center S.A. Before joining PZU during his work of as a jurisprudent he was delegated to the Ministry of the Treasury for the position of councillor of the Minister - head of the Privatization Process Control Team. Having finished his work in the state administration, he moved to the PGE Group and between 2008 and 2010 - the Military Housing Association "Kwatera".
Declared skills necessary to perform entrusted function covering:
knowledge of regulations defining the powers of the various statutory bodies of the Bank, knowledge of financial markets, including knowledge of the dynamics of the global economic and financial system, ability to understand the strategic planning and business strategy or business plan of the credit institution/ bank and their implementation, ability to risk management (identification, assessment, monitoring, control and minimization of the main types of risk in the credit institution/ bank), ability to evaluate the effectiveness of the solutions adopted in the credit institution / bank, ability to establish effective management, monitoring and control mechanisms, ability to establish effective team management, professional experience in the Polish market suitable for the management functions in the Bank, the skills necessary to perform the entrusted functions including technical knowledge (know-how), resulting in particular from many years of professional experience (including management positions), and education.
Guarantee of proper execution of entrusted duties, including the ability to judge independently - meets,
Reputation - meets, based on the information on lack of:
· criminal and administrative investigations,
· past or present proceedings in business dealings which could have a negative impact
· on the reputation,
· past and present business operations and financial condition that may have a
· negative impact on the reputation,
· entry in the Register of Insolvent Debtors,
· results of minor incidents that separately do not have impact on reputation, but jointly
· may greatly negatively influence reputation,
· outside-the-Bank activity that might negatively influence reputation,
Additional criteria in scope of:
· potential conflict of interests - not identified,
· conducting competitive activities - not conducting,
· ability to dedicate sufficient time to perform the function - meets, considering the number of functions performed simultaneously in the following legal entities:
ü belonging to the same group within the meaning of Art. 3 section 1 point 44 of the
ü Accounting Act - performing (President of the Management Board PZU Centrum Operacji S.A., Director of the Investment Analysis Office PZU S.A./PZU Życie S.A.),
ü entities in which the Bank holds a significant share - not performing,
ü other legal entities: not performing
ü non-profit (voluntary service): not performing.
Considering above-mentioned facts, in light of the intention to appoint Mr Grzegorz Janas as Supervisory Board Member, Supervisory Board informs that as a result of analysing the above-mentioned criteria and requirements it was found that Mr Grzegorz Janas meets the individual suitability requirements to perform the function of Supervisory Board Member.
The above mentioned statement was based on taking into account that Mr Grzegorz Janas formulated the need of improving the following professional qualifications:
ü International experience and knowledge of foreign markets.
Additionally, taking into account no information confirming the following professional experience was found in the documents provided to the Supervisory Board by Mr Grzegorz Janas:
ü Knowledge of the framework and regulatory requirements relating to the operation of the credit institution/ bank,
ü Ability to analyse financial statements of the credit institution/ bank to identify the most important issues on the basis of this information and implement appropriate controls and measures,
ü Qualifications in the field of accounting and financial audit.
The Supervisory Board states that if Mr Grzegorz Janas indeed does not have any experience in the above mentioned areas, in case of being appointed for Supervisory Board member office, suggests the correction measures to be taken in the form of trainings and meetings with competent members of the Bank's management.
Furthermore, the Supervisory Board, taking into account the recommendations of the Nomination and Remuneration Committee, assessed the relevant criteria from the perspective of the collective suitability assessment of the Supervisory Board.
Bank Polska Kasa Opeki S.A: Supervisory Board
Recipients:
3. Mr Grzegorz Janas
4. Shareholder entering candidacy: UniCredit S.p.A.
INFORMATION REGARDING COMPLIANCE WITH INDIVIDUAL SUITABILITY REQUIREMENTS BY MR MICHAŁ KASZYŃSKI
Bank's Supervisory Board, after performing the suitability assessment, hereby informs about compliance with the individual suitability by Mr Michał Kaszyński.
The assessment was performed by the Supervisory Board on June 2nd, 2017 taking into consideration the recommendation of the Nomination and Remuneration Committee that was based on the declarations and documents submitted by Mr Michał Kaszyński, as well as based on analysis conducted by an external consulting firm, contracted by the Supervisory Board, of the criteria and requirements stipulated in Bank's "Policy of The Suitability Assessment of the proposed and appointed Management Board's Members, Supervisory Board's Members and Key Function Holders at Bank Polska Kasa Opieki Spółka Akcyjna". Moreover, in scope of suitability assessment process, Polish Financial Supervision Authority recommendations issued on May 19th on requirements that should be fulfilled by banks' management boards and supervisory Board Members, as well as 22aa Paragraph of the Banking Act, were taken into consideration.
In scope of individual suitability assessment process of Mr Michał Kaszyński the following criteria and requirements were taken into consideration:
Professional qualifications:
·Knowledge (education) - Master's Degree in (Jagiellonian University in Cracow), completed postgraduate studies in personnel management (AGH University of Science and Technology, Cracow), and course in management at Instituto Formazione Operatori Aziendali (Italy). Holds a Legal Advisor's title and issued by the District Chamber of Legal Advisors in Katowice
·Experience (professional) - Legal advisor since 2005. Was a member of Supervisory Boards of: Municipal Heat Supply Company in Oświęcim, SAOL, Food Retail Company in Chrzanów and KBO Oświęcim (producer of central heating boilers), and the Gliwice Mine Service Plant. Currently he is a member of the Supervisory Board of Krynica Uzdrowisko-Żegiestów S.A.
·Declared skills necessary to perform entrusted function covering:
knowledge of regulations defining the powers of the various statutory bodies of the Bank, knowledge of financial markets, including knowledge of the dynamics of the global economic and financial system, ability to establish effective management, monitoring and control mechanisms, ability to analyze financial statements of the credit institution/ bank to identify the most important issues on the basis of this information and implement appropriate controls and measures, professional experience in the Polish market suitable for the management functions in the Bank, the skills necessary to perform the entrusted functions including technical knowledge (know-how), resulting in particular from many years of professional experience and education.
Guarantee of proper execution of entrusted duties, including the ability to judge independently - meets
Reputation - meets, based on the information on lack of:
· criminal and administrative investigations,
· past or present proceedings in business dealings which could have a negative impact
· on the reputation,
· past and present business operations and financial condition that may have a
· negative impact on the reputation,
· entry in the Register of Insolvent Debtors,
· results of minor incidents that separately do not have impact on reputation, but jointly
· may greatly negatively influence reputation,
· outside-the-Bank activity that might negatively influence reputation,
Additional criteria in scope of:
· potential conflict of interests - not identified,
· conducting competitive activities - not conducting,
· ability to dedicate sufficient time to perform the function - meets, considering the number of functions performed simultaneously in the following legal entities:
ü belonging to the same group within the meaning of Art. 3 section 1 point 44 of the
ü Accounting Act - not performing,
ü entities in which the Bank holds a significant share - not performing,
ü other legal entities: not performing
ü non-profit (voluntary service): not performing.
Considering above-mentioned facts, in light of the intention to appoint Mr Michał Kaszyński as Supervisory Board Member, Supervisory Board informs that as a result of analysing the above-mentioned criteria and requirements it was found that Mr Michał Kaszyński meets the individual suitability requirements to perform the function of Supervisory Board Member.
The above mentioned statement was based on taking into account that Mr Michał Kaszyński formulated the need of improving the following professional qualifications:
ü Knowledge of financial markets, including knowledge of the dynamics of the global economic and financial system,
ü Ability to risk management (identification, assessment, monitoring, control and minimization of the main types of risk in the credit institution/ bank),
ü International experience and knowledge of foreign markets,
ü Qualifications in the field of accounting or financial audit.
Additionally, taking into account no information confirming the following professional experience was found in the documents provided to the Supervisory Board by Mr Michał Kaszyński:
ü Knowledge of the framework and regulatory requirements relating to the operation of the credit institution/ bank,
ü Ability to understand the strategic planning and business strategy or business plan of the credit institution/ bank and their implementation,
ü Ability to analyse financial statements of the credit institution/ bank to identify the most important issues on the basis of this information and implement appropriate controls and measures.
The Supervisory Board states that if Mr Michał Kaszyński indeed does not have any experience in the above mentioned areas, in case of being appointed for Supervisory Board member office, suggests the correction measures to be taken in the form of trainings and meetings with competent members of the Bank's management.
Furthermore, the Supervisory Board, taking into account the recommendations of the Nomination and Remuneration Committee, assessed the relevant criteria from the perspective of the collective suitability assessment of the Supervisory Board.
Bank Polska Kasa Opieki S.A. Supervisory Board
Recipients:
3. Mr Michał Kaszyński
4. Shareholder entering candidacy: UniCredit S.p.A.
INFORMATION REGARDING COMPLIANCE WITH INDIVIDUAL SUITABILITY REQUIREMENTS BY MRS JUSTYNA GŁĘBIKOWSKA-MICHALAK
Bank's Supervisory Board, after performing the suitability assessment, hereby informs about compliance with the individual suitability by Mrs Justyna Głębikowska-Michalak
The assessment was performed by the Supervisory Board on June 2nd, 2017 taking into consideration the recommendation of the Nomination and Remuneration Committee that was based on the declarations and documents submitted by Mrs Justyna Głębikowska-Michalak, as well as based on analysis conducted by an external consulting firm, contracted by the Supervisory Board, of the criteria and requirements stipulated in Bank's "Policy of The Suitability Assessment of the proposed and appointed Management Board's Members, Supervisory Board's Members and Key Function Holders at Bank Polska Kasa Opieki Spółka Akcyjna". Moreover, in scope of suitability assessment process, Polish Financial Supervision Authority recommendations issued on May 19th on requirements that should be fulfilled by banks' management boards and supervisory Board Members, as well as 22aa Paragraph of the Banking Act, were taken into consideration.
In scope of individual suitability assessment process of Mrs Justyna Głębikowska-Michalak the following criteria and requirements were taken into consideration:
Professional qualifications:
· Knowledge (education) - Mrs Justyna Głębikowska-Michalak holds a Master's Degree in Marketing and Management from the Faculty of Economics, Maria Curie-Skłodowska University in Lublin. She completed Postgraduate Studies in Accounting, and subsequently obtained the Minister of Finance's certificate to provide bookkeeping services (certificate number 25706/01), she is in the process of becoming a chartered accountant.
· Experience (professional) - She began her career in the Lublin Capital Fund (Lubelski Fundusz Kapitałowy) and later in the Lublin Enterprise Fund (Lubelski Fundusz Przedsiębiorczości), where she provided records of economic events services. Then Mrs Justyna Głębikowska-Michalak was employed at the Czelej Publishing House as Chief Accountant. Since 2003 she has been running her own business - an accounting office "Vademecum", specializing in servicing business entities required to have full accountancy.
· Declared skills necessary to perform entrusted function covering:
knowledge of regulations defining the powers of the various statutory bodies of the Bank, knowledge of financial markets, including knowledge of the dynamics of the global economic and financial system, knowledge of the framework and regulatory requirements relating to the operation of the credit institution/ bank, ability to risk management (identification, assessment, monitoring, control and minimization of the main types of risk in the credit institution/ bank), ability to establish effective management, monitoring and control mechanisms, ability to analyze financial statements of the credit institution/ bank to identify the most important issues on the basis of this information and implement appropriate controls and measures, knowledge of accounting and financial audit, resulting in particular from many years of professional experience and education.
Guarantee of proper execution of entrusted duties, including the ability to judge independently - meets
Reputation - meets, based on the information on lack of:
· criminal and administrative investigations,
· past or present proceedings in business dealings which could have a negative impact
· on the reputation,
· past and present business operations and financial condition that may have a
· negative impact on the reputation,
· entry in the Register of Insolvent Debtors,
· results of minor incidents that separately do not have impact on reputation, but jointly
· may greatly negatively influence reputation,
· outside-the-Bank activity that might negatively influence reputation,
Additional criteria in scope of:
· A potential conflict of interests - not identified,
· conducting competitive activities - not conducting,
· ability to dedicate sufficient time to perform the function - meets, considering the number of functions performed simultaneously in the following legal entities:
ü belonging to the same group within the meaning of Art. 3 section 1 point 44 of the
Accounting Act - not performing,
ü entities in which the Bank holds a significant share - not performing,
ü other legal entities: not performing
ü non-profit (voluntary service): not performing.
Considering above-mentioned facts, in light of the intention to appoint Mrs Justyna Głębikowska-Michalak as Supervisory Board Member, Supervisory Board informs that as a result of analysing the above-mentioned criteria and requirements it was found that Mrs Justyna Głębikowska-Michalak meets the individual suitability requirements to perform the function of Supervisory Board Member.
The above mentioned statement was based on taking into account that Mrs Justyna Głębikowska-Michalak formulated the need of improving the following professional qualifications:
ü Ability to establish effective team management.
Additionally, taking into account no information confirming the following professional experience was found in the documents provided to the Supervisory Board by Mrs Justyna Głębikowska-Michalak:
ü Ability to understand the strategic planning and business strategy or business plan of the credit institution/ bank and their implementation,
ü Ability to evaluate the effectiveness of the solutions adopted in the credit institution / bank,
ü International experience and knowledge of foreign markets.
The Supervisory Board states that if Mrs Justyna Głębikowska-Michalak indeed does not have any experience in the above mentioned areas, in case of being appointed for Supervisory Board member office, suggests the correction measures to be taken in the form of trainings and meetings with competent members of the Bank's management.
Furthermore, the Supervisory Board, taking into account the recommendations of the Nomination and Remuneration Committee, assessed the relevant criteria from the perspective of the collective suitability assessment of the Supervisory Board.
Bank Polska Kasa Opieki S.A. Supervisory Board
Recipients:
5. Mrs Justyna Głębikowska-Michalak
6. Shareholder entering candidacy: UniCredit S.p.A.
INFORMATION REGARDING COMPLIANCE WITH INDIVIDUAL SUITABILITY REQUIREMENTS BY MRS JOANNA BŁASZCZYK
Bank's Supervisory Board, after performing the suitability assessment, hereby informs about compliance with the individual suitability by Mrs Joanna Błaszczyk.
The assessment was performed by the Supervisory Board on June 2nd, 2017 taking into consideration the recommendation of the Nomination and Remuneration Committee that was based on the declarations and documents submitted by Mrs Joanna Błaszczyk, as well as based on analysis conducted by an external consulting firm, contracted by the Supervisory Board, of the criteria and requirements stipulated in Bank's "Policy of The Suitability Assessment of the proposed and appointed Management Board's Members, Supervisory Board's Members and Key Function Holders at Bank Polska Kasa Opieki Spółka Akcyjna". Moreover, in scope of suitability assessment process, Polish Financial Supervision Authority recommendations issued on May 19th on requirements that should be fulfilled by banks' management boards and supervisory Board Members, as well as 22aa Paragraph of the Banking Act, were taken into consideration.
In scope of individual suitability assessment process of Mrs Joanna Błaszczyk the following criteria and requirements were taken into consideration:
Professional qualifications:
·Knowledge (education) - Graduate of the Faculty of Law and Administration University of Warsaw, MSc. Law. Received a legal advisor title, issued by the District Chamber of Legal Advisors in Warsaw.
·Experience (professional) - Since 2016 Mrs Błaszczyk is working for the Polish Development Fund, at first serving as Deputy Director of the Legal Department, and now Director of Investment Support Office. Mrs Błaszczyk has been developing her professional career since 2005 in K&L Gates (ex Hogan&Hartson) and Cameron McKenna law firms.
·Declared skills necessary to perform entrusted function covering:
knowledge of regulations defining the powers of the various statutory bodies of the Bank, knowledge of financial markets, including knowledge of the dynamics of the global economic and financial system, knowledge of the framework and regulatory requirements relating to the operation of the credit institution/ bank, ability to understand the strategic planning and business strategy or business plan of the credit institution/ bank and their implementation, ability to risk management (identification, assessment, monitoring, control and minimization of the main types of risk in the credit institution/ bank), ability to evaluate the effectiveness of the solutions adopted in the credit institution / bank, ability to establish effective management, monitoring and control mechanisms, ability to analyze financial statements of the credit institution/ bank to identify the most important issues on the basis of this information and implement appropriate controls and measures, international experience and knowledge of foreign markets, professional experience in the Polish market suitable for the management functions in the Bank, the skills necessary to perform the entrusted functions including technical knowledge (know-how) resulting in particular from education, Legal Advisor's title, and many years of professional experience (M&A transactions).
Guarantee of proper execution of entrusted duties, including the ability to judge independently - meets
Reputation - meets, based on the information on lack of:
· criminal and administrative investigations,
· past or present proceedings in business dealings which could have a negative impact
· on the reputation,
· past and present business operations and financial condition that may have a
· negative impact on the reputation,
· entry in the Register of Insolvent Debtors,
· results of minor incidents that separately do not have impact on reputation, but jointly
· may greatly negatively influence reputation,
· outside-the-Bank activity that might negatively influence reputation,
Additional criteria in scope of:
· potential conflict of interests - not identified,
· conducting competitive activities - not conducting (Leagl Advisor's practice on hold),
· ability to dedicate sufficient time to perform the function - meets, considering the number of functions performed simultaneously in the following legal entities:
ü belonging to the same group within the meaning of Art. 3 section 1 point 44 of the
ü Accounting Act - performing (employed by the Polish Development Fund- Director of the Investment Support Office)
ü entities in which the Bank holds a significant share - not performing,
ü other legal entities: not performing
ü non-profit (voluntary service): not performing.
Considering above-mentioned facts, in light of the intention to appoint Mrs Joanna Błaszczyk as Supervisory Board Member, Supervisory Board informs that as a result of analysing the above-mentioned criteria and requirements it was found that Mrs Joanna Błaszczyk meets the individual suitability requirements to perform the function of Supervisory Board Member.
The above mentioned statement was based on taking into account that Mrs Joanna Błaszczyk formulated the need of improving the following professional qualifications:
ü Qualifications in accounting or financial audit.
The Supervisory Board states that if Mrs Joanna Błaszczyk indeed does not have any experience in the above mentioned area, in case of being appointed for Supervisory Board member office, suggests the correction measures to be taken in the form of trainings and meetings with competent members of the Bank's management.
Furthermore, the Supervisory Board, taking into account the recommendations of the Nomination and Remuneration Committee, assessed the relevant criteria from the perspective of the collective suitability assessment of the Supervisory Board.
Bank Polska Kasa Opieki S.A. Supervisory Board
Recipients:
7. Mrs Joanna Błaszczyk
8. Shareholder entering candidacy: UniCredit S.p.A.
INFORMATION REGARDING COMPLIANCE WITH INDIVIDUAL SUITABILITY REQUIREMENTS BY MR STANISŁAW RYSZARD KACZORUK
Bank's Supervisory Board, after performing the suitability assessment, hereby informs about compliance with the individual suitability by Mr Stanisław Ryszard Kaczoruk.
The assessment was performed by the Supervisory Board on June 2nd, 2017 taking into consideration the recommendation of the Nomination and Remuneration Committee that was based on the declarations and documents submitted by Mr Stanisław Ryszard Kaczoruk, as well as based on analysis conducted by an external consulting firm, contracted by the Supervisory Board, of the criteria and requirements stipulated in Bank's "Policy of The Suitability Assessment of the proposed and appointed Management Board's Members, Supervisory Board's Members and Key Function Holders at Bank Polska Kasa Opieki Spółka Akcyjna". Moreover, in scope of suitability assessment process, Polish Financial Supervision Authority recommendations issued on May 19th on requirements that should be fulfilled by banks' management boards and supervisory Board Members, as well as 22aa Paragraph of the Banking Act, were taken into consideration.
In scope of individual suitability assessment process of Mr Stanisław Ryszard Kaczoruk the following criteria and requirements were taken into consideration:
Professional qualifications:
Knowledge (education) - Mr Kaczoruk is a graduate from Wrocław University, Faculty of Mathematics and in 1986 was awarded the title of Doctor of Technical Sciences. Moreover, he graduated from Postgraduate Pedagogical Studies, IFG Trainings, Postgraduate Polish-American Studies in Social Communication, Wroclaw University of Technology and University of Connecticut, USA.
Experience (professional) - Advisor and Consultant in the field of capital markets, Member of Supervisory Boards of various entities listed on the Warsaw Stock Exchange (e.g. Alior Bank). President and co-owner of International Arbitrary Court S.A. Runs his own strategic advisory firm.
Declared skills necessary to perform entrusted function covering:
knowledge of regulations defining the powers of the various statutory bodies of the Bank, knowledge of financial markets, including knowledge of the dynamics of the global economic and financial system, knowledge of the framework and regulatory requirements relating to the operation of the credit institution/ bank, ability to understand the strategic planning and business strategy or business plan of the credit institution/ bank and their implementation, ability to risk management (identification, assessment, monitoring, control and minimization of the main types of risk in the credit institution/ bank), ability to evaluate the effectiveness of the solutions adopted in the credit institution / bank, ability to establish effective management, monitoring and control mechanisms, ability to establish effective team management, ability to analyze financial statements of the credit institution/ bank to identify the most important issues on the basis of this information and implement appropriate controls and measures, professional experience in the Polish market suitable for the management functions in the Bank, qualifications in accounting or financial audit resulting in particular from many years of experience in business and academia, advisory activities, and education.
Guarantee of proper execution of entrusted duties, including the ability to judge independently - meets,
Reputation - meets, based on the information on lack of:
· criminal and administrative investigations,
· past or present proceedings in business dealings which could have a negative impact
· on the reputation,
· past and present business operations and financial condition that may have a
· negative impact on the reputation,
· entry in the Register of Insolvent Debtors,
· results of minor incidents that separately do not have impact on reputation, but jointly
· may greatly negatively influence reputation,
· outside-the-Bank activity that might negatively influence reputation,
Additional criteria in scope of:
· potential conflict of interests - not identified,
· conducting competitive activities - not conducting,
· ability to dedicate sufficient time to perform the function - meets, considering the number of functions performed simultaneously in the following legal entities:
ü belonging to the same group within the meaning of Art. 3 section 1 point 44 of the
Accounting Act - not performing,
ü entities in which the Bank holds a significant share - not performing,
ü other legal entities: performs (International Arbitrary Court S.A.- President, holds 50% of shares)
ü non-profit (voluntary service): performs (associations, foundations, policy councils- including CEZAMAT, member of the Policy Council)
Considering above-mentioned facts, in light of the intention to appoint Mr Stanisław Ryszard Kaczoruk as Supervisory Board Member, Supervisory Board informs that as a result of analysing the above-mentioned criteria and requirements it was found that Mr Stanisław Ryszard Kaczoruk meets the individual suitability requirements to perform the function of Supervisory Board Member.
The above mentioned statement was based on taking into account that Mr Stanisław Ryszard Kaczoruk formulated the need of improving the following professional qualifications:
ü International experience and knowledge of foreign markets.
The Supervisory Board states that if Mr Stanisław Ryszard Kaczoruk indeed does not have any experience in the above mentioned area, in case of being appointed for Supervisory Board member office, suggests the correction measures to be taken in the form of trainings and meetings with competent members of the Bank's management.
Furthermore, the Supervisory Board, taking into account the recommendations of the Nomination and Remuneration Committee, assessed the relevant criteria from the perspective of the collective suitability assessment of the Supervisory Board.
Bank Polska Kasa Opeki S.A: Supervisory Board
Recipients:
5. Mr Ryszard Kaczoruk
6. Shareholder entering candidacy: UniCredit S.p.A.
INFORMATION REGARDING COMPLIANCE WITH INDIVIDUAL SUITABILITY REQUIREMENTS BY MRS SABINA BIGOS-JAWOROWSKA
Bank's Supervisory Board, after performing the suitability assessment, hereby informs about compliance with the individual suitability by Mrs Sabina Bigos-Jaworowska.
The assessment was performed by the Supervisory Board on June 2nd, 2017 taking into consideration the recommendation of the Nomination and Remuneration Committee that was based on the declarations and documents submitted by Mrs Sabina Bigos-Jaworowska, as well as based on analysis conducted by an external consulting firm, contracted by the Supervisory Board, of the criteria and requirements stipulated in Bank's "Policy of The Suitability Assessment of the proposed and appointed Management Board's Members, Supervisory Board's Members and Key Function Holders at Bank Polska Kasa Opieki Spółka Akcyjna". Moreover, in scope of suitability assessment process, Polish Financial Supervision Authority recommendations issued on May 19th on requirements that should be fulfilled by banks' management boards and supervisory Board Members, as well as 22aa Paragraph of the Banking Act, were taken into consideration.
In scope of individual suitability assessment process of Mrs Sabina Bigos-Jaworowska the following criteria and requirements were taken into consideration:
Professional qualifications:
Knowledge (education) - Mrs Bigos-Jaworowska graduated in Economics from University of Economics in Katowice, later completing Postgraduate Studies in Health Management at the same university. She holds a diploma from the Ministry of Treasury authorizing her to be a member of supervisory boards of state-owned companies.
Trainings attended: labor law, information protection, property management, public procurement law, health care and financial trainings.
Experience (professional) - Since 1994, Ms. Bigos-Jaworowska has been involved in the health care sector, and in 2000 she became the director of the Health Care Institution in Oświęcim. In 2016, she was a Member of the Supervisory Board of PL 2012+, the operator of the National Stadium in Warsaw.
In addition, Ms. Bigos-Jaworowska serves as the Vice-President of the Association of Hospitals of Małopolska, Member of the Board of the Polish Union of Employers of District Hospitals and Representative of Employers of the Convention of the State Higher Vocational School in Oświęcim.
Declared skills necessary to perform entrusted function covering:
knowledge of regulations defining the powers of the various statutory bodies of the Bank, knowledge of financial markets, including knowledge of the dynamics of the global economic and financial system, ability to establish effective management, monitoring and control mechanisms, ability to establish effective team management, the skills necessary to perform the entrusted functions including Technical Knowledge (Know-How) resulting in particular from many years of experience in the Director role of Health Care Institution and education.
Guarantee of proper execution of entrusted duties, including the ability to judge independently - meets,
Reputation - meets, based on the information on lack of:
· criminal and administrative investigations,
· past or present proceedings in business dealings which could have a negative impact on the reputation,
· past and present business operations and financial condition that may have a negative impact on the reputation,
· entry in the Register of Insolvent Debtors,
· results of minor incidents that separately do not have impact on reputation, but jointly may greatly negatively influence reputation,
· outside-the-Bank activity that might negatively influence reputation,
Additional criteria in scope of:
· potential conflict of interests - not identified,
· conducting competitive activities - not conducting,
· ability to dedicate sufficient time to perform the function - meets, considering the number of functions performed simultaneously in the following legal entities:
ü belonging to the same group within the meaning of Art. 3 section 1 point 44 of the Accounting Act - not performing,
ü entities in which the Bank holds a significant share - not performing,
ü other legal entities:
ü non-profit (voluntary service): not performing.
Considering above-mentioned facts, in light of the intention to appoint Mrs Sabina Bigos-Jaworowska as Supervisory Board Member, Supervisory Board informs that as a result of analysing the above-mentioned criteria and requirements it was found that Mrs Sabina Bigos-Jaworowska meets the individual suitability requirements to perform the function of Supervisory Board Member.
The above mentioned statement was based on taking into account that Mrs Sabina Bigos-Jaworowska formulated the need of improving the following professional qualifications:
ü Ability to analyse financial statements of the credit institution/ bank to identify the most important issues on the basis of this information and implement appropriate controls and measures,
ü International experience and knowledge of foreign markets,
ü Knowledge of accounting or financial audit
Additionaly, taking into account no information confirming the following professional experience was found in the documents provided to the Supervisory Board by Mrs Sabina Bigos-Jaworowska:
ü Knowledge of regulations defining the powers of the various statutory bodies of the Bank,
ü Ability to understand the strategic planning and business strategy or business plan of the credit institution/ bank and their implementation,
ü Ability to risk management (identification, assessment, monitoring, control and minimization of the main types of risk in the credit institution/ bank),
ü Ability to evaluate the effectiveness of the solutions adopted in the credit institution / bank.
The Supervisory Board states that if Mrs Sabina Bigos-Jaworowska indeed does not have any experience in the above mentioned areas, in case of being appointed for Supervisory Board member office, suggests the correction measures to be taken in the form of trainings and meetings with competent members of the Bank's management.
Furthermore, the Supervisory Board, taking into account the recommendations of the Nomination and Remuneration Committee, assessed the relevant criteria from the perspective of the collective suitability assessment of the Supervisory Board.
Bank Polska Kasa Opeki S.A: Supervisory Board
Recipients:
7. Mrs Sabina Bigos-Jaworowska
8. Shareholder entering candidacy: UniCredit S.p.A.
INFORMATION REGARDING COMPLIANCE WITH INDIVIDUAL SUITABILITY REQUIREMENTS BY MR MARIAN MAJCHER
Bank's Supervisory Board, after performing the suitability assessment, hereby informs about compliance with the individual suitability by Mr Marian Majcher.
The assessment was performed by the Supervisory Board on June 2nd, 2017 taking into consideration the recommendation of the Nomination and Remuneration Committee that was based on the declarations and documents submitted by Mr Marian Majcher, as well as based on analysis conducted by an external consulting firm, contracted by the Supervisory Board, of the criteria and requirements stipulated in Bank's "Policy of The Suitability Assessment of the proposed and appointed Management Board's Members, Supervisory Board's Members and Key Function Holders at Bank Polska Kasa Opieki Spółka Akcyjna". Moreover, in scope of suitability assessment process, Polish Financial Supervision Authority recommendations issued on May 19th on requirements that should be fulfilled by banks' management boards and supervisory Board Members, as well as 22aa Paragraph of the Banking Act, were taken into consideration.
In scope of individual suitability assessment process of Mr Marian Majcher the following criteria and requirements were taken into consideration:
Professional qualifications:
Knowledge (education) - a graduate from Silesian University in Katowice, Department of Social Sciences, and completed post-graduate studies in Enterprise Management from the Institute of Organizations and Management in Warsaw.
Experience (professional) - has more than 30 years of professional experience, after graduating he remained in the academia as an employee of Silesian University in Katowice. During the years 1990-1999 he dedicated himself to building free media in Poland, as a co-owner of press publishing houses.
He has started his professional career in industry in the year 1999, during the next 17 years he has worked for Group CTL Maczki-Bór where he held the functions of President of the Management Board Managing Director as well as Vice President of the Management Board of CTL Maczki-Bór S.A. (previously Sand Mine Maczki-Bór).
Since year 2003 Mr Majcher holds the role of President of the Management Board in Haldex S.A., a company that is engaged in recycling coal from waste gangue. It is one of the largest sustainability projects currently conducted in Poland.
Mr Majcher has broad experience in corporate governance of commercial law companies, including those from insurance sector.
Declared skills necessary to perform entrusted function covering:
knowledge of regulations defining the powers of the various statutory bodies of the Bank, knowledge of financial markets, including knowledge of the dynamics of the global economic and financial system, ability to risk management (identification, assessment, monitoring, control and minimization of the main types of risk in the credit institution/ bank), ability to evaluate the effectiveness of the solutions adopted in the credit institution / bank, ability to establish effective management, monitoring and control mechanisms, ability to establish effective team management, international experience and knowledge of foreign markets, professional experience in the Polish market suitable for the management functions in the Bank, resulting in particular from many years of experience in supervisory boards and from industrial sector experience.
Guarantee of proper execution of entrusted duties, including the ability to judge independently - meets,
Reputation - meets, based on the information on lack of:
· criminal and administrative investigations,
· past or present proceedings in business dealings which could have a negative impact on the reputation,
· past and present business operations and financial condition that may have a negative impact on the reputation,
· entry in the Register of Insolvent Debtors,
· results of minor incidents that separately do not have impact on reputation, but jointly may greatly negatively influence reputation,
· outside-the-Bank activity that might negatively influence reputation,
Additional criteria in scope of:
· potential conflict of interests - not identified,
· conducting competitive activities - not conducting,
· ability to dedicate sufficient time to perform the function - meets, considering the number of functions performed simultaneously in the following legal entities:
ü belonging to the same group within the meaning of Art. 3 section 1 point 44 of the Accounting Act - not performing,
ü entities in which the Bank holds a significant share - not performing,
ü other legal entities:
ü non-profit (voluntary service): not performing.
Considering above-mentioned facts, in light of the intention to appoint Mr Marian Majcher as Supervisory Board Member, Supervisory Board informs that as a result of analysing the above-mentioned criteria and requirements it was found that Mr Marian Majcher meets the individual suitability requirements to perform the function of Supervisory Board Member.
The above mentioned statement was based on taking into account that Mr Marian Majcher did not formulate the need of improving the following professional qualifications.
Taking into account no information confirming the following professional experience was found in the documents provided to the Supervisory Board by Mr Marian Majcher:
ü Knowledge of the framework and regulatory requirements relating to the operation of the credit institution/ bank,
ü Ability to understand the strategic planning and business strategy or business plan of the credit institution/ bank and their implementation,
ü Ability to analyse financial statements of the credit institution/ bank to identify the most important issues on the basis of this information and implement appropriate controls and measures,
ü Qualifications in the field of accounting and financial audit
The Supervisory Board states that if Mr Marian Majcher indeed does not have any experience in the above mentioned areas, in case of being appointed for Supervisory Board member office, suggests the correction measures to be taken in the form of trainings and meetings with competent members of the Bank's management.
Furthermore, the Supervisory Board, taking into account the recommendations of the Nomination and Remuneration Committee, assessed the relevant criteria from the perspective of the collective suitability assessment of the Supervisory Board.
Bank Polska Kasa Opeki S.A: Supervisory Board
Recipients:
9. Mr Marian Majcher
10. Shareholder entering candidacy: UniCredit S.p.A.