The Supervisory Board adopts the Bylaws of the Supervisory Board which define its organization and manner of acting. The Rules and Regulations were adopted by a Supervisory Board resolution of 24 February 2016, specifying the composition of the Supervisory Board and the way in which it is appointed, the tasks and the scope of its activities and the manner of convening its meetings and conducting them.
The Articles of Association stipulate that the Supervisory Board should meet at least once every quarter. The Supervisory Board may delegate its members to fulfil specific supervising activities on their own and to this effect appoint temporary committees. The scope of responsibility of a delegated member of the Supervisory Board and the committee is specified in a resolution of the Supervisory Board.
The Supervisory Board adopts its resolutions by an absolute majority of votes. In the event of a voting tie, the Chairman of the Supervisory Board has the casting vote. Resolutions of the Supervisory Board may be adopted using means of direct remote communication and circular vote. Additionally, the Articles of Association stipulate that a vote may be cast in writing through another member of the Supervisory Board.
Resolutions of the Supervisory Board are adopted in an open ballot, except for resolutions concerning the appointment of the Chairperson, Deputy Chairperson or the Secretary of the Supervisory Board, delegation of members of the Supervisory Board to temporarily fill in for members of the Management Board and for resolutions on appointing, suspending and dismissing the President, members of the Management Board or the entire Management Board as well and making decisions to stop such suspension, which are adopted in a secret ballot. Moreover, a secret ballot may be held at the request of a member of the Supervisory Board.
The Supervisory Board elects from among its members the Chairperson and Deputy Chairperson and may also elect the Secretary from among its members.
In accordance with the Rules and Regulations of the Supervisory Board, apart from appointing the audit committee and the nomination and compensation committee, provided for in the Articles of Association to properly perform its supervision, the Supervisory Board may appoint other permanent advisory and consultative committees whose competencies, composition and manner of operation are laid down in the rules and regulations of the committee in question adopted by the Supervisory Board. The Bylaws provide for the possibility for the Supervisory Board and its appointed committees to use the services provided by experts and consulting firms.
Members of the Management Board, PZU’s employees relevant to the issue under consideration selected by the Management Board and other persons invited by the Supervisory Board may take part in the meetings of the Supervisory Board without the right to vote. In specific cases, the Supervisory Board may also invite members of the management board or supervisory board of other PZU Group member companies. Moreover, members of the Supervisory Board, with the consent of the Supervisory Board, may select no more than one advisor authorized to take part in the meetings of the Supervisory Board devoted to reports and financial statements and give their advice, provided that such a person adheres to the rules of confidentiality and signs a confidentiality undertaking.
At present, the following committees operate as part of the PZU Supervisory Board:
- audit committee;
- nomination and compensation committee;
- strategy committee.
The Articles of Association provide for the appointment of an audit committee by the Supervisory Board. The audit committee shall include at least three members. Pursuant to the Act of 21 June 2017 on Statutory Auditors, Audit Firms and Public Supervision, at least one member of the audit committee appointed by the Supervisory Board should hold qualifications in accounting or auditing financial statements. Furthermore, the majority of the audit committee members, including its chairman, should meet the statutory independence criteria (independent member) concerning, without limitation, professional or family ties, especially to managers or supervisors of PZU or PZU Group entities. The detailed tasks and for appointing members of the audit committee and its operation are specified in a resolution of the Supervisory Board which takes into account the relevant competencies and experience of candidates in respect of the matters entrusted to this committee.
In accordance with the rules and regulations of the audit committee adopted by a resolution of the Supervisory Board, the audit committee is an advisory and consultative body to the Supervisory Board and is appointed to improve the effective supervision of the correctness of financial reporting and the effectiveness of internal control, including internal audit and risk management, exercised by the Supervisory Board. In addition, the audit committee may request the Supervisory Board to request specific control activities in the Company, whereby the requested activities may be performed by an internal unit or external entity.
The audit committee was appointed by a Supervisory Board resolution of 3 June 2008.
The following persons sat on the audit committee as at 1 January 2019:
- Alojzy Nowak – Committee Chairman;
- Marcin Chludziński – Committee Member;
- Maciej Zaborowski – Committee Member.
On 27 March 2019 the PZU Supervisory Board resolved that the audit committee will number 4 people and simultaneously established the following composition of the committee:
- Alojzy Nowak – Committee Chairman;
- Marcin Chludziński – Committee Member;
- Robert Śnitko – Committee Member;
- Maciej Zaborowski – Committee Member.
The audit committee composition was extended to 5 people on 27 May 2019 while establishing the following composition:
- Alojzy Nowak – Committee Chairman;
- Marcin Chludziński – Committee Member;
- Krzysztof Opolski – Committee Member;
- Robert Śnitko – Committee Member;
- Maciej Zaborowski – Committee Member.
As at 31 December 2019, the composition of the committee was unchanged.
Alojzy Nowak, Krzysztof Opolski, Robert Śnitko and Maciej Zaborowski submitted a declaration of being independent members within the meaning of Article 129 Section 3 of the Act on Statutory Auditors, Audit Firms and Public Supervision. All audit committee members submitted a declaration of having the knowledge and skills in the industry in which PZU operates.
The following audit committee members hold qualifications in accounting or auditing financial statements: Alojzy Nowak, Krzysztof Opolski, Robert Śnitko and Marcin Chludziński.
The qualifications of committee members in accounting and auditing financial statements and the knowledge and skills in the insurance industry stem from the education, experience and professional practice gained by the various committee members
In 2019, the audit committee held 16 meetings.
In accordance with the Rules and Regulations of the Supervisory Board, once PZU’s shares are listed on a regulated market within the meaning of the Financial Instruments Trading Act of 29 July 2005, the Supervisory Board may appoint a nomination and compensation committee.
In accordance with the Articles of Association, detailed responsibilities and the method of appointing members of the nomination and compensation committee, the manner of its operation and remunerations are defined by a Supervisory Board resolution. The committee should include at least one independent member. If the Supervisory Board includes five members elected in a vote, the nomination and compensation committee is not appointed and its tasks are carried out by the entire Supervisory Board.
According to the regulations of the nomination and compensation committee adopted by a resolution of the Supervisory Board of 4 April 2013, the 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 related to establishing the management structure, including organizational issues, the remuneration system and principles and the selection of properly qualified staff.
The committee is dissolved once five members of the Supervisory Board are elected by group voting, following which its powers are taken over by the whole Supervisory Board.
The following persons sat on the nomination and compensation committee as at 1 January 2019:
- Paweł Górecki – Committee Chairman;
- Agata Górnicka – Committee Member;
- Katarzyna Lewandowska – Committee Member;
- Maciej Łopiński – Committee Member.
On 27 March 2019 the PZU Supervisory Board resolved that the nomination and compensation committee will number 6 people and simultaneously established the following composition of the committee:
- Paweł Górecki – Committee Chairman;
- Katarzyna Lewandowska – Committee Member;
- Agata Górnicka – Committee Member;
- Alojzy Nowak – Committee Member;
- Robert Jastrzębski – Committee Member;
- Maciej Łopiński – Committee Member.
In connection with the appointment of the PZU Supervisory Board for its new term of office, the composition of the nomination and compensation committee was established as of 27 May 2019 as follows:
- Robert Jastrzębski – Committee Chairman;
- Agata Górnicka – Committee Member;
- Paweł Górecki – Committee Member;
- Tomasz Kuczur – Committee Member;
- Maciej Łopiński – Committee Member;
- Alojzy Nowak – Committee Member.
The nomination and compensation committee composition was extended to 7 people on 29 November 2019 while establishing the following composition:
- Robert Jastrzębski – Committee Chairman;
- Agata Górnicka – Committee Member;
- Paweł Górecki – Committee Member;
- Tomasz Kuczur – Committee Member;
- Maciej Łopiński – Committee Member;
- Elżbieta Mączyńska-Ziemacka;
- Alojzy Nowak – Committee Member.
As at 31 December 2019, the composition of the committee was unchanged.
According to the rules and regulations of the strategy committee adopted by a resolution of the Supervisory Board of 4 April 2013, the 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 related to issuing opinions on all strategic documents presented by the Management Board (in particular, the growth strategy) and providing the Supervisory Board with recommendations on planned investments that materially affect the Company’s assets.
The following people served on the strategy committee as at 1 January 2019:
- Alojzy Nowak – Committee Chairman;
- Marcin Chludziński – Committee Member;
- Agata Górnicka – Committee Member;
- Robert Jastrzębski – Committee Member;
- Robert Śnitko – Committee Member;
- Maciej Zaborowski – Committee Member.
In connection with the changes in the PZU Supervisory Board, on 27 May 2019 the PZU Supervisory Board resolved that the strategy committee would number 6 people, while simultaneously establishing the following composition of the committee:
- Alojzy Nowak – Committee Chairman;
- Marcin Chludziński – Committee Member;
- Agata Górnicka – Committee Member;
- Robert Jastrzębski – Committee Member;
- Robert Śnitko – Committee Member;
- Maciej Zaborowski – Committee Member.
As at 31 December 2019, the composition of the committee was unchanged.