16 Jun 2016 18:29
UNOFFICIAL TRANSLATION
16.06.2016 - Report 10/2016: 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 on 16th June 2016, taking into account the fulfillment of suitability assessment, the Ordinary General Meeting of the Bank appointed members of the Supervisory Board of the Bank for the three-year joint term of office, starting on 17th June 2016.
The following persons were appointed to the composition of the Supervisory Board of the Bank:
1) Mr Dariusz Filar as Member of the Supervisory Board;
2) Mr Massimiliano Fossati as Member of the Supervisory Board;
3) Ms Katarzyna Majchrzak as Member of the Supervisory Board;
4) Mr Gianni Papa as Member of the Supervisory Board;
5) Mr Leszek Pawłowicz as Member of the Supervisory Board;
6) Ms Laura Penna as Member of the Supervisory Board;
7) Ms Wioletta Rosołowska as Member of the Supervisory Board;
8) Ms Doris Tomanek as Member of the Supervisory Board;
9) Mr Jerzy Woźnicki as Member of the Supervisory Board.
The Management Board is sending enclosed to this report the Information on fulfillment of individual suitability assessment separately for: Mr Dariusz Filar, Mr Massimiliano Fossati, Ms Katarzyna Majchrzak, Mr Gianni Papa, Mr Leszek Pawłowicz, Ms Laura Penna, Ms Wioletta Rosołowska, Ms Doris Tomanek, Mr Jerzy Woźnicki, which also contains the information indicated 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 (uniform text, Journal of Laws of 2014, item 133)
INFORMATION ABOUT COMPLYING WITH INDIVIDUAL
SUITABILITY REQUIREMENTS BY MR DARIUSZ FILAR
Bank's Supervisory Board, after performing the suitability assessment, hereby informs about complying with the individual suitability by Mr Dariusz Filar.
The assessment was performed by the Supervisory Board on June 6th, 2016 taking into consideration the recommendation of the Nomination and Remuneration Committee that was based on the declarations and documents submitted by Mr Dariusz Filar, as well as based on 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 boards members were taken into consideration.
In scope of individual suitability assessment process of Mr Dariusz Filar the following criteria and requirements were taken into consideration:
- Professional qualifications:
· Knowledge (education) - assistant professor of economics (University of Gdansk), after studying remained at the university, working first on different positions from assistant to professor at the University of Gdansk,
· Experience (professional) - has 40 years of academic experience, including international - in the US and Western Europe, he taught at the University of Michigan, moreover, he held the position of chief economist of Bank Pekao SA, then was appointed to the Monetary Policy Council of the NBP, he was a member of the Economic Council of the Prime Minister, also he has many years of experience in the work of supervisory boards and audit committees, in Supervisory Board of Bank Pekao S.A. since 2015,
· Solid and highly developed skills necessary to perform entrusted function covers: 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, knowledge of the social and political environment and market mechanisms in the countries in which the Unicredit group occupies a strategic position, resulting in particular from many years of experience in supervisory boards and audit committees, own research, cooperation with the KNF, academic experience in Poland, the United States and Western Europe.
· 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:
o belonging to the same group within the meaning of Art. 3 section 1 point 44 of the Accounting Act - not performing,
o entities in which the Bank holds a significant share - not performing,
o other legal entities: Member of the Supervisory Board, Chairman of the Audit Committee in BEST SA; Member of the Supervisory Board of the Institute of Research and the Rating (IAiR),
o non-profit (voluntary service): not performing.
Considering above-mentioned facts, in light of the intention to appoint Mr Dariusz Filar as Supervisory Board Member, Supervisory Board informs that as a result of analyzing the above-mentioned criteria and requirements it was found that Mr Dariusz Filar 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's Supervisory Boar
INFORMATION ABOUT COMPLYING WITH INDIVIDUAL
SUITABILITY REQUIREMENTS BY MR MASSIMILIANO FOSSATI
Bank's Supervisory Board, after performing the suitability assessment, hereby informs about complying with the individual suitability by Mr Massimiliano Fossati.
The assessment was performed by the Supervisory Board on June 6th, 2016 taking into consideration the recommendation of the Nomination and Remuneration Committee that was based on the declarations and documents submitted by Mr Massimiliano Fossati, as well as based on 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 boards members were taken into consideration.
In scope of individual suitability assessment process of Mr Massimiliano Fossati the following criteria and requirements were taken into consideration:
- Professional qualifications:
· Knowledge (education) - university degree in the management of banks (Milan),
· Experience (professional) - has nearly 20 years of experience in banking and financial services, including more than 10 years of experience in management, risk management and global banking services, currently serves as Head of Risk Management and member of the Executive Management Committee of UniCredit, has experience in supervisory boards functions,
· Solid and highly developed skills necessary to perform entrusted function covers: 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, knowledge of the social and political environment and market mechanisms in the countries in which the Unicredit group occupies a strategic position, resulting in particular from many years of experience in banking as well as experience working in supervisory boards.
· 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:
o belonging to the same group within the meaning of Art. 3 section 1 point 44 of the Accounting Act - not performing,
o entities in which the Bank holds a significant share - not performing,
o other legal entities: member of the Supervisory Board of Mediobanca,
o non-profit (voluntary service): not performing.
Considering above-mentioned facts, in light of the intention to appoint Mr Massimiliano Fossati as Supervisory Board Member, Supervisory Board informs that as a result of analyzing the above-mentioned criteria and requirements it was found that Mr Massimiliano Fossati 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's Supervisory Board
INFORMATION ABOUT COMPLYING WITH INDIVIDUAL
SUITABILITY REQUIREMENTS BY MS KATARZYNA MAJCHRZAK
Bank's Supervisory Board, after performing the suitability assessment, hereby informs about complying with the individual suitability by Ms Katarzyna Majchrzak.
The assessment was performed by the Supervisory Board on June 6th, 2016 taking into consideration the recommendation of the Nomination and Remuneration Committee that was based on the declarations and documents submitted by Ms Katarzyna Majchrzak, as well as based on 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 boards members were taken into consideration.
In scope of individual suitability assessment process of Ms Katarzyna Majchrzak the following criteria and requirements were taken into consideration:
- Professional qualifications:
· Knowledge (education) - assistant professor of economics management (Warsaw School of Economics),
· Experience (professional) - has over 25 years of academic experience, professor at the Warsaw School of Economics, more than 20 years of experience in managerial positions, from 7 years as Director of Corporate Communications EDF Poland S.A., has experience in Bank Pekao Supervisory Board (since 2015),
· Solid developed skills necessary to perform entrusted function covers: 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, knowledge of the social and political environment and market mechanisms in the countries in which the Unicredit group occupies a strategic position, resulting in particular from professional experience including in financial institution, academic work and university 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:
o belonging to the same group within the meaning of Art. 3 section 1 point 44 of the Accounting Act - not performing,
o entities in which the Bank holds a significant share - not performing,
o other legal entities: not performing,
o non-profit (voluntary service): not performing.
Considering above-mentioned facts, in light of the intention to appoint Ms Katarzyna Majchrzak as Supervisory Board Member, Supervisory Board informs that as a result of analyzing the above-mentioned criteria and requirements it was found that Ms Katarzyna Majchrzak 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's Supervisory Board
INFORMATION ABOUT COMPLYING WITH INDIVIDUAL
SUITABILITY REQUIREMENTS BY MR GIANNI PAPA
Bank's Supervisory Board, after performing the suitability assessment, hereby informs about complying with the individual suitability by Mr Gianni Papa.
The assessment was performed by the Supervisory Board on June 6th, 2016 taking into consideration the recommendation of the Nomination and Remuneration Committee that was based on the declarations and documents submitted by Mr Gianni Papa, as well as based on 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 boards members were taken into consideration.
In scope of individual suitability assessment process of Mr Gianni Papa the following criteria and requirements were taken into consideration:
- Professional qualifications:
· Knowledge (education) - university degree in law (Catholic University of Milan),
· Experience (professional) - has 30 years of experience in management and banking managing corporate banking, currently serves as Deputy General Manager in the Executive Management Committee and Head of Corporate and Investment Banking of UniCredit, supervises the activities of the group in Austria, Poland and Central and Eastern Europe, has experience in supervisory boards functions,
· Solid and highly developed skills necessary to perform entrusted function covers: 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, knowledge of the social and political environment and market mechanisms in the countries in which the Unicredit group occupies a strategic position, resulting In particular from many years of experience on managerial positions in banking and functions performed in supervisory board,
· 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 - meets:
o belonging to the same group within the meaning of Art. 3 section 1 point 44 of the Accounting Act - Member of the Supervisory Board in UniCredit Bank AG ("HypoVereinsbank", UniCredit), Member of the Supervisory Board in Bank Austria (UniCredit), Member of the Supervisory Board in Koc Finansal Hitzmetler AS (holding, having shares in YapiKredi, non-banking entity), Member of the Supervisory Board in Yapi ve Kredi Bankasi AS,
o entities in which the Bank holds a significant share - not performing,
o other legal entities - not performing,
o non-profit (voluntary service): not performing.
Considering above-mentioned facts, in light of the intention to appoint Mr Gianni Papa as Supervisory Board Member, Supervisory Board informs that as a result of analyzing the above-mentioned criteria and requirements it was found that Mr Gianni Papa 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's Supervisory Board
INFORMATION ABOUT COMPLYING WITH INDIVIDUAL
SUITABILITY REQUIREMENTS BY MR LESZEK PAWŁOWICZ
Bank's Supervisory Board, after performing the suitability assessment, hereby informs about complying with the individual suitability by Mr Leszek Pawłowicz.
The assessment was performed by the Supervisory Board on June 6th, 2016 taking into consideration the recommendation of the Nomination and Remuneration Committee that was based on the declarations and documents submitted by Mr Leszek Pawłowicz, as well as based on 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 boards members were taken into consideration.
In scope of individual suitability assessment process of Mr Leszek Pawłowicz the following criteria and requirements were taken into consideration:
- Professional qualifications:
· Knowledge (education) - assistant professor of economics (University of Gdansk),
· Experience (professional) - over 40 years of academic experience, Professor and Head of the Department of Banking at the University of Gdansk, Director of the Banking Academy, more than 25 years of professional experience in management as Vice President of the Institute for Market Economics, years of experience in supervisory boards and committees of the audit, including the Supervisory Board of Bank Pekao S.A. (since 1998),
· Solid and highly developed skills necessary to perform entrusted function covers: 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, knowledge of the social and political environment and market mechanisms in the countries in which the Unicredit group occupies a strategic position, resulting in particular from education, scientific work and teaching, scientific studies and articles, work experience in supervisory boards and audit committees, including Bank Pekao S.A. and PKN Orlen S.A., the function of the President of the Stock Exchange Council,
· 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:
o belonging to the same group within the meaning of Art. 3 section 1 point 44 of the Accounting Act - not performing,
o entities in which the Bank holds a significant share - not performing,
o other legal entities: Vice President of the Institute for Market Economics, Member of the Supervisory Board of BEST S.A.,
o non-profit (voluntary service): not performing.
Considering above-mentioned facts, in light of the intention to appoint Mr Leszek Pawłowicz as Supervisory Board Member, Supervisory Board informs that as a result of analyzing the above-mentioned criteria and requirements it was found that Mr Leszek Pawłowicz 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's Supervisory Board
INFORMATION ABOUT COMPLYING WITH INDIVIDUAL
SUITABILITY REQUIREMENTS BY MRS LAURA PENNA
Bank's Supervisory Board, after performing the suitability assessment, hereby informs about complying with the individual suitability by Mrs Laura Penna.
The assessment was performed by the Supervisory Board on June 6th, 2016 taking into consideration the recommendation of the Nomination and Remuneration Committee that was based on the declarations and documents submitted by Mrs Laura Penna, as well as based on 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 boards members were taken into consideration.
In scope of individual suitability assessment process of Mrs Laura Penna the following criteria and requirements were taken into consideration:
- Professional qualifications:
· Knowledge (education) - degree in economics (Universita Commerciale L. Bocconi, Milan, Italy),
· Experience (professional) - has more than 25 years of professional experience in management, including over 15 years in banking, in the areas of planning, controlling and strategic advisory in the UniCredit Group, currently serves as Head of UniCredit Management Consultancy - a specialized internal unit provides high level strategic consultancy within the UniCredit Group, has an experience in supervisory boards, including the Supervisory Board of Bank Pekao (since 2012),
· Solid and highly developed skills necessary to perform entrusted function covers: 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, knowledge of the social and political environment and market mechanisms in the countries in which the Unicredit group occupies a strategic position, resulting in particular from university education, many years of experience in strategic consulting in the areas of planning and controlling, as well as experience working in supervisory boards, including the Supervisory Board of Bank Pekao,
· 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:
o belonging to the same group within the meaning of Art. 3 section 1 point 44 of the Accounting Act - Member of the Supervisory Board of UniCredit Business Integrated Solutions (UniCredit Group), Member of the Supervisory Board of Fineco Bank S.p.A. (UniCredit Group),
o entities in which the Bank holds a significant share - not performing,
o other legal entities: not performing,
o non-profit (voluntary service): not performing.
Considering above-mentioned facts, in light of the intention to appoint Mrs Laura Penna as Supervisory Board Member, Supervisory Board informs that as a result of analyzing the above-mentioned criteria and requirements it was found that Mrs Laura Penna 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's Supervisory Board
INFORMATION ABOUT COMPLYING WITH INDIVIDUAL
SUITABILITY REQUIREMENTS BY MRS WIOLETTA ROSOŁOWSKA
Bank's Supervisory Board, after performing the suitability assessment, hereby informs about complying with the individual suitability by Mrs Wioletta Rosołowska.
The assessment was performed by the Supervisory Board on June 6th, 2016 taking into consideration the recommendation of the Nomination and Remuneration Committee that was based on the declarations and documents submitted by Mrs Wioletta Rosołowska, as well as based on the criteria and requirements stipulated in Bank's "The Suitability Assessment Policy 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 boards members were taken into consideration.
In scope of individual suitability assessment process of Mrs Wioletta Rosołowska the following criteria and requirements were taken into consideration:
- Professional qualifications:
· Knowledge (education) - postgraduate studies in journalism at the University of Warsaw, the direction of re-socialization at the School of Special Education, training in leadership skills training sessions for senior managers at Insead, Harvard and Oxford,
· Experience (professional) - has over 20 years of experience in managing marketing and sales in Poland and in Europe, currently serves as President of L'Oréal Poland, has experience in the Supervisory Board (since 2012),
· Solid and highly developed skills necessary to perform entrusted function covers: 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, knowledge of the social and political environment and market mechanisms in the countries in which the Unicredit group occupies a strategic position, resulting, in particular, with the knowledge and professional experience, including at a financial institution, the experience of the Supervisory Board of the Bank,
· 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:
o belonging to the same group within the meaning of Art. 3 section 1 point 44 of the Accounting Act - not performing,
o entities in which the Bank holds a significant share - not performing,
o other legal entities: President of L'Oréal Polska,
o non-profit (voluntary service): not performing.
Considering above-mentioned facts, in light of the intention to appoint Mrs Wioletta Rosołowska as Supervisory Board Member, Supervisory Board informs that as a result of analyzing the above-mentioned criteria and requirements it was found that Mrs Wioletta Rosołowska 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's Supervisory Board
INFORMATION ABOUT COMPLYING WITH INDIVIDUAL
SUITABILITY REQUIREMENTS BY MRS DORIS TOMANEK
Bank's Supervisory Board, after performing the suitability assessment, hereby informs about complying with the individual suitability by Mrs Doris Tomanek.
The assessment was performed by the Supervisory Board on June 6th, 2016 taking into consideration the recommendation of the Nomination and Remuneration Committee that was based on the declarations and documents submitted by Mrs Doris Tomanek, as well as based on 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 boards members were taken into consideration.
In scope of individual suitability assessment process of Mrs Doris Tomanek, the following criteria and requirements were taken into consideration:
- Professional qualifications:
· Knowledge (education) - degree in economics (University of Economics in Vienna) and professional training, among others, in finance and management for senior executives,
· Experience (professional) - has 30 years of professional experience in management positions, including more than 10 years of professional experience in banking managing human resources area (HR) in UniCredit Group, currently has a position of Head of Human Resources UniCredit Group's CEE Region and Member of Management Board of UniCredit Bank Austria, has experience in supervisory boards including Bank Pekao (since 2012),
· Solid and highly developed skills necessary to perform entrusted function covers: 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, knowledge of the social and political environment and market mechanisms in the countries in which the Unicredit group occupies a strategic position, resulting in particular from many years of experience in banking and supervisory boards functions,
· 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:
o belonging to the same group within the meaning of Art. 3 section 1 point 44 of the Accounting Act - Member of the Management Board in UniCredit Bank Austria AG (Grupa UniCredit), Member of the Supervisory Board in Public Joint Stock Company Ukrsotsbank (Grupa UniCredit),
o entities in which the Bank holds a significant share - not performing,
o other legal entities - not performing,
o non-profit (voluntary service): Member of the Board of Directors UniCredit & Universities Foscolo Foundation Italy.
Considering above-mentioned facts, in light of the intention to appoint Mrs Doris Tomanek as Supervisory Board Member, Supervisory Board informs that as a result of analyzing the above-mentioned criteria and requirements it was found that Mrs Doris Tomanek 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's Supervisory Board
INFORMATION ABOUT COMPLYING WITH INDIVIDUAL
SUITABILITY REQUIREMENTS BY MR JERZY WOŹNICKI
Bank's Supervisory Board, after performing the suitability assessment, hereby informs about complying with the individual suitability by Mr Jerzy Woźnicki.
The assessment was performed by the Supervisory Board on June 6th, 2016 taking into consideration the recommendation of the Nomination and Remuneration Committee that was based on the declarations and documents submitted by Mr Jerzy Woźnicki, as well as based on 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 boards members were taken into consideration.
In scope of individual suitability assessment process of Mr Jerzy Woźnicki the following criteria and requirements were taken into consideration:
- Professional qualifications:
· Knowledge (education) - professor of technical sciences, associated with the Warsaw University of Technology, where he went through all the levels of scientific career from assistant to full professor, the scope of its research covers issues of IT and knowledge-based society, innovation and knowledge-based economy,
· Experience (professional) - has over 40 years of academic experience, currently a full professor, he was dean of the Faculty of Electronics and Information Technology, and the Rector of the Warsaw University of Technology, he was also President of the Conference of Rectors of Academic Schools in Poland, has long experience working in the supervisory board, including role of Chairman of the Supervisory Board in Bank Pekao (since 1999),
· Solid and highly developed skills necessary to perform entrusted function covers: 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, knowledge of the social and political environment and market mechanisms in the countries in which the Unicredit group occupies a strategic position, resulting in particular from experience in managing a large institution - Warsaw University of Technology, and many years of experience in supervisory boards, including approx. 10-year in Audit Committee, represent the Bank's Supervisory Board in the KNF, many years of experience from international activities in the academic world,
· 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:
o belonging to the same group within the meaning of Art. 3 section 1 point 44 of the Accounting Act - not performing,
o entities in which the Bank holds a significant share - not performing,
o other legal entities: President of the Polish Rectors Foundation - Institute of Knowledge Society,
o non-profit (voluntary service): not performing.
Considering above-mentioned facts, in light of the intention to appoint Mr Jerzy Woźnicki as Supervisory Board Member, Supervisory Board informs that as a result of analyzing the above-mentioned criteria and requirements it was found that Mr Jerzy Woźnicki 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's Supervisory Board