Shareholder Meeting
The highest corporate body of PZU is the Shareholder Meeting, operating pursuant to the Commercial Company Code and the Articles of Association. The Shareholder Meeting adopts decisions regarding PZU organization and operation. Resolutions are adopted by an absolute majority of votes, except in special cases provided for in the relevant laws.
Supervisory Board
The Supervisory Board exercises continuous oversight over PZU operations. It is composed from seven to eleven members. The Board’s organization and work are defined in the Rules and Regulations of PZU Supervisory Board, adopted in February 2016.
Supervisory structure of PZU and PZU Życie in 2019:
Management Board
The Management Board exercises any and all rights related to managing PZU which are not otherwise reserved by law or the provisions of the Articles of Association to the Shareholder Meeting or the Supervisory Board. Two Management Board members acting jointly or one Management Board member acting with a commercial proxy, are authorized to represent the Company. The Management Board adopts its rules and regulations, which are approved by the Supervisory Board. The Management Board is composed of three to eight members appointed for a shared term of three years.
Management structure of PZU and PZU Życie as at 31 December 2019:
The current composition of the PZU and PZU Życie Management Board is stated at our website at www.pzu.pl.
Audit Committee
The Audit Committee is appointed by the PZU Supervisory Board. The majority of the Audit Committee members, including the chairperson, satisfy the independence criteria defined in the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Supervision, and at least one member has knowledge and skills of accounting or audit of financial statements in accordance with the Act. The Audit Committee is an advisory and consultative body to the Supervisory Board and is appointed to improve the effectiveness of the Supervisory Board’s oversight activities in respect of the correctness of financial reporting, the effectiveness of internal control system, including internal audit, and the risk management system.
Committees are collegial bodies operating in the Head Offices of PZU and PZU Życie, which are established and liquidated by the Management Board. Committees issue opinions and make decisions in matters within their area of competence defined in rules and regulations of each committee. In 2019, the following committees operated in PZU and PZU Życie:
- Data Governance Committee;
- Innovations Committee;
- Investment Committee
- Cost Committee;
- PZU Group’s Risk Committee;
- Investment Risk Committee
- Sponsorship, Prevention and CSR Committee;
- Property Sales Committee;
- Procurement Committee;
- Asset-Liability Management Committee;
- Initiatives Management Committee;
- Crisis Management Center (a collegiate body acting as a committee, whose responsibilities are defined in the Company’s Business Continuity Plan).
PZU additionally operated the PZU Pricing Committee.
Compliance
PZU operates a compliance system, which supports the organization in conducting its business in a purposeful, lawful an ethical way. This system comprises standards of conduct and ethical norms, which support the organization in the mitigation of compliance, corruption and conflict of interests risks, and in the identification and prevention of irregularities. The following functions within the compliance system:
- “PZU Group’s Best Practices”;
- Anti-Corruption Programme at PZU and PZU Życie;
- Rules for acceptance and giving of gift at PZU and PZU Życie;
- Rules for managing conflicts of interest at PZU and PZU Życie;
- Whistleblowing Procedure at PZU and PZU Życie.
The compliance system in PZU’s direct or indirect subsidiaries, with which agreements have been concluded on cooperation or exchange of information, is based on, and consistent with, the principles deployed by PZU.
More information about the system of management for ethical matters, compliance and corporate governance of the Alior Bank Group and the Pekao Group can be found in separate reports on the operation of those entities.
In 2019, a new e-learning compliance training course was developed and, at the beginning of 2020, it was made available to all PZU and PZU Życie employees as part of the educational platform. Additionally, a functionality enabling collection of PZU and PZU Życie employee representations on familiarization and compliance with the Anti-Corruption Program and the legal sanctions related to corruption was implemented in the internal HR system in PZU.
BEST PRACTICE
The main elements of the PZU Group’s risk management system have been implemented to ensure sectoral consistency and the execution of the various entities’ strategic plans and the overall PZU Group’s business objectives.
PZU exercises supervision over the PZU Group’s risk management system by the power of mutual cooperation agreements entered into with other Group entities and the information provided thereunder. It manages risk at the PZU Group level on an aggregate basis, especially with respect to capital requirements. The cooperation agreements signed with the PZU Group subsidiaries enable the collection and processing of information necessary for appropriate and effective management of risk at the PZU Group level. They also guarantee that the various risks generated by the individual companies in the PZU Group are assessed and are based on the same standards, taking into account the requirements and restrictions arising from the applicable law.
The Risk Management Strategy in the PZU Group is the basis of operation of the risk management system in the PZU Group.
The Group has introduced risk management rules for the affiliates identified in the strategy. The rules constitute a recommendation issued by PZU regarding the organization of the risk management system in subsidiaries. Additionally, guidelines regulating the various risk management processes in the PZU Group entities are also issued from time to time.
The management boards of PZU Group companies from the financial sector are responsible for fulfilling their own duties in accordance with the generally applicable provisions of national and international law. In particular, they are responsible for the implementation of an adequate and effective risk management system.
Subsidiaries from outside of the financial sector introduce the risk management rules including the allocation of roles and responsibilities and the catalog of risks associated with the relevant activity. The determination of the appropriate level of risk in each company is the management board’s responsibility, whereas a review of the risk management system, especially the risk appetite level, is conducted once a year by the unit responsible for risk, with all actions being coordinated at the PZU Group level.
Risk appetite is defined in the Risk management Strategy based on the values as the minimum value of the PZU Group’s solvency ratio on a consolidated basis and PZU on a standalone basis.
Once a year, the internal audit unit prepares an annual activity report, which includes in particular evaluation of the internal control and risk management system. The procedure for preparing the report and its scope are governed by separate internal regulations. For the purposes of report, the risk unit prepares information as to the adequacy and effectiveness of the risk management system.