Mode of operation

The Supervisory Board adopts the Regulations of the Supervisory Board specifying its organization and the manner of performing activities. The regulations of the Supervisory Board were adopted by its Resolution of 9 October 2012 and specify its composition and the way in which its members are appointed, the tasks and the scope of its activities and the manner of calling the Supervisory Board and conducting debates.

The Articles of Association stipulate that the Supervisory Board should meet at least once every quarter. The Supervisory Board may delegate its members to fulfill 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.

Resolutions of the Supervisory Board are adopted by an absolute majority of votes. In the event of a voting tie, the Chairman of the Supervisory Board has the casting vote. The resolutions of the Supervisory Board may be adopted using means of direct distant 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.

In accordance with the Articles of Association, the resolutions of the Supervisory Board are adopted in an open ballot, except for resolutions concerning appointment of the chairman, Deputy Chairman and 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 with respect to appointing, suspending and dismissing the CEO, members of the Management Board or the entire Management Board as well and taking decision to stop such suspension which are adopted in a secret ballot. Moreover, a secret ballot may be chosen on request of a member of the Supervisory Board.

The Supervisory Board appoints the Chairman and the Deputy Chairman of the Supervisory Board from its members and it may also select the Secretary of the Supervisory Board.

In accordance with the Regulations of the Supervisory Board, apart from appointing the audit committee and promotion 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 way of work is specified by regulations adopted by the Supervisory Board. The regulations of the Supervisory Board stipulate that the Supervisory Board and the appointed committees may use the services of experts and advisory companies.

Members of the Management Board, employees of the Company competent for the discussed issue, selected by the Management Board and other persons invited by the Supervisory Board may take part in the meetings of the Supervisory Board, however, they cannot cast votes. In specific cases, the Supervisory Board of PZU may also invite members of the management board or a supervisory board of a different company in the PZU Group. Moreover, members of the Supervisory Board, upon consent of the Supervisory Board, may select 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 person respects confidentiality and signs a confidentiality statement.

At present, the following committees function as part of the Supervisory Board of PZU SA:

  • Audit Committee
  • Promotion and Compensation Committee
  • Strategy Committee.

Supervisory Board Committees

Function in the Supervisory BoardCompositionAttendanceSupervisory Board Committees
   Audit CommitteePromotion and Compensation CommitteeStrategy Committee
Chairman Waldemar Maj  8/8     X
Deputy Chairman Zbigniew Ćwiąkalski  7/8   X  
Secretary Tomasz Zganiacz  7/8 V V  
Members Dariusz Daniluk  5/8 V    
  Zbigniew Derdziuk  6/8   V V
  Dariusz Filar  8/8 X V
  Włodzimierz Kiciński  7/8   V
  Alojzy Nowak  7/8    V
  Maciej Piotrowski  7/8    V V

X - Chairman of the committee

V - Member of the committee

The Articles of Association provide for appointing an Audit Committee by the Supervisory Board. The Committee is composed of three members, including at least one independent members qualified in accounting or auditing. Detailed tasks and terms and conditions of appointing members of the Audit Committee and its functioning have been specified in a resolution of the Supervisory Board, which views relevant competencies and experience of the candidates for members of the Committee.

In accordance with the 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 effectiveness of the supervision of the correctness of financial reporting, effectiveness of internal control, including internal audit and risk management, exercised by the Supervisory Board. Moreover, the Audit Committee may apply to the Supervisory Board for commissioning specific controls in the Company to be exercised by an internal or external entity.

The Supervisory Board appointed the Audit Committee on 3 June 2008. Audit Committee Composition as at 1 January 2013:

  • Dariusz Filar – Chairman
  • Dariusz Daniluk – Member
  • Tomasz Zganiacz – Member.

Dariusz Filar was indicated by the Supervisory Board as an independent member, having accounting and audit qualifications as defined in Article 86.4 of the Act on statutory auditors.

As at 31 December 2013 the composition of the Audit Committee had not changed.

In accordance with the Regulations of the Supervisory Board, once the Company’s shares are listed on a regulated market, as understood by the Act on trading in financial instruments of 29 July 2005, the Supervisory Board my appoint a Promotion and Compensation Committee.

In accordance with the Articles of Association, detailed responsibilities and the method of appointing members of the Promotion and Compensation Committee, the way it works and remuneration are specified in a resolution of the Supervisory Board. The Committee should include at least one independent member. If the Supervisory Board includes five members elected in a vote, the Promotion and Compensation Committee is not appointed and its tasks are carried out by the entire Supervisory Board.

According to the regulations of the Promotion and Compensation Committee adopted by a resolution of the Supervisory Board of 4 April 2013, it is an advisory and consultative body to the Supervisory Board and is to improve efficiency of the Board’s supervisory activities related to establishing the management structure, including organizational issues, remuneration system, remuneration principles and selection of properly qualified staff.

The Supervisory Board decided that the promotion and compensation committee would be composed of five persons. Promotion and Compensation Committee composition as at 1 January 2013:

  • Zbigniew Ćwiąkalski – Chairman
  • Zbigniew Derdziuk – Member
  • Dariusz Filar – Member
  • Maciej Piotrowski – Member
  • Tomasz Zganiacz – Member.

Audit Committee

Members Dariusz Filar
  Dariusz Daniluk
  Tomasz Zganiacz
Committee tasks Enhancing the effectiveness of the supervisory activities performed by the Supervisory Board in the following area: 
 
  • monitoring the financial reporting process 
 
  • financial revision activities 
 
  • the effectiveness of internal control, internal audit and risk management systems
Key tasks in 2013 Discussing and assessing the financial statements and the Management Board’s reports on the activity of PZU SA and the PZU SA Capital Group in 2012;
  Assessing the PZU SA Management Board’s motion to the PZU SA Shareholder Meeting on the distribution of PZU SA’s net profit for the financial year ended 31 December 2012 r.;
  Discussing the draft versions of the PZU SA Supervisory Board’s report on the activity of the PZU SA Supervisory Board as a governing body in the Company in 2012 and the PZU SA Supervisory Board’s report on the assessment of PZU SA’s financial statements for the year ended 31 December 2012, the Management Board’s report on PZU SA’s activity in 2012 and the Management Board’s motion to distribute PZU SA’s net profit for the year ended 31 December 2012;
  Discussing the results generated by PZU SA and the PZU Group in Q1, Q2 and Q3 2013;
  Discussing the forecasted performance of the 2013 Financial Plan of PZU SA and the PZU Group along with a deviation analysis;
  Discussing the draft version of the 2014 Financial Plan of PZU SA and the PZU Group, and then recommending that the PZU SA Supervisory Board approve the 2014 Financial Plan of PZU SA and the PZU Group;
  Discussing the Internal Audit Department’s reports for 2012, Q4 2012, Q1, Q2 and Q3 2013;
  Discussing the execution of the internal audit strategy in 2012-2014 as at 30 June 2013;
  Preliminarily assessing PZU SA’s 2014 audit plan;
  Discussing the proposed amendments to PZU SA’s Internal Audit Rules and Regulations and the Internal Control Rules and Regulations;
  Discussing the risk map in PZU SA;
  Discussing risk management strategy and policy;
  Risk report as at 31 December 2012, 30 June 2013 and 30 September 2013;
  Information concerning the implementation of the action strategy in the risk area in 2012-2014;
  Information concerning the internal control and risk management system in PZU SA;
  Results of the advisory audit entitled „Conducting selected strategic projects and a progress report”;
  Accepting and recommending that the PZU SA Supervisory Board accept the responses provided in the BION questionnaire;
  Information concerning the 2012 BION assessment;
  Discussing information concerning external audits conducted in PZU SA and shared entities in 2012 and the first three quarters of 2013;
  Discussing the procedures regulating the manner of conduct in critical situations in PZU Group companies;
  Accepting the PZU SA Supervisory Board Audit Committee’s report on its activity in 2012 and the first half of 2013. 

As at 31 December 2013 the composition of the Committee had not changed.

The Committee is dissolved once five members of the Supervisory Board are elected in a vote in groups and its rights are then taken by the entire Supervisory Board.

 According to the regulations of the Strategy Committee adopted by a resolution of the Supervisory Board of 4 April 2013, it is an advisory and consultative body to the Supervisory Board and is to improve efficiency of the Board’s supervisory activities related to consulting of all strategic documents presented by the Management Board (in particular, the Company development strategy) and presenting the Supervisory Board with recommendations on planned investments that materially impact the Company’s assets.

 The composition of the Committee in 2013:

  • Waldemar Maj – Chairman
  • Zbigniew Derdziuk – Member
  • Alojzy Nowak – Member
  • Maciej Piotrowski – Member.

In 14 January 2014 the Supervisory Board added Włodzimierz Kiciński to the Strategy Committee.

Promotion and Compensation Committee

Members Zbigniew Ćwiąkalski
  Tomasz Zganiacz
  Zbigniew Derdziuk
  Dariusz Filar
  Maciej Piotrowski
Objectives pursued by the committee Consulting and giving opinions to the Supervisory Board on how to shape the management structure, including organizational issues, compensation rules and the amount of compensation as well as selecting managers with the appropriate qualifications.
Key tasks in 2013 Appointing, at the request of the Company’s CEO, new PZU SA Management Board Members;
  Determining the compensation rules and the amount of compensation for the CEO of PZU SA and the PZU SA Management Board members;
  Accepting the draft versions of employment agreements with the CEO of PZU SA and PZU SA Management Board members;
  Accepting the amount of base monthly compensation and the maximum annual bonus indicator for the CEO and PZU SA Management Board members;
  Accepting ethical principles for PZU SA Management Board members;
  Awarding annual bonuses for the year ended 31 December 2012 and special bonuses for the CEO and PZU SA Management Board members.

Strategy Committee

Members Waldemar Maj
  Zbigniew Derdziuk
  Alojzy Nowak
  Maciej Piotrowski
Objectives pursued by the committee Issuing opinions on all strategic documents submitted to the Supervisory Board by the Management Board of PZU SA (in particular the Company's business strategy); 
  Presenting recommendations in respect of planned investments with significant impact on the Company's assets to the Supervisory Board; 
Key tasks in 2013 Approving a long-term plan for development and operations of the Company;
  Carrying out an ongoing monitoring of the implementation of strategic projects, with particular consideration of the Everest project.