Supervisory Board and Management Board

Composition of the Supervisory Board

The Supervisory Board is composed of seven to eleven members. The number of Supervisory Board Members is specified by the Shareholder Meeting.

Members of the Supervisory Board are appointed by the Shareholder Meeting for a joint term of office which lasts three consecutive full financial years. At least one Supervisory Board Member must hold qualifications in accounting or auditing financial statements within the meaning of the Act on Statutory Auditors, Audit Firms and Public Supervision. At least two Supervisory Board Members must meet the independence criteria set forth in the Best Practices of WSE Listed Companies adopted by the Supervisory Board of Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange). Independent members of the Supervisory Board submit a written representation to the Company on meeting all the independence criteria and an obligation to notify the Company immediately about ceasing to meet such criteria.

The Articles of Association give the State Treasury the right to appoint and dismiss one Supervisory Board Member by way of a written statement submitted to the Management Board. This right will expire if the State Treasury ceases to be a Company shareholder. A candidate to be a Supervisory Board Member named by the State Treasury should meet the requirements set forth in Article 19 of the Act of 16 December 2016 on Rules for Managing State Property. According to this article, the entity eligible to exercise the rights to shares owned by the State Treasury or a state legal person as a candidate to be a member of the supervising body designates a person holding a positive opinion from the Council for companies with State Treasury shareholding and state legal persons who:

• holds the pertinent education and experience supported by an academic title or certificate enumerated in a law; 
• is not employed by the company, does not do work for it, or provide services to it, on the basis of some other legal relationship; 
• does not hold shares in a subsidiary except for shares permitted to be traded on a regulated market within the meaning of the Financial Instruments Trading Act of 29 July 2005;
• is not employed by the company, does not do work for it, or provide services to it, on the basis of some other legal relationship; 
• is not engaged in activities that are at odds with his/her duties as a member of a supervising body or that could evince a suspicion of partiality or interest or generate a conflict of interest with the company’s business; 
• meets the requirements for a member of a supervising body as laid down in separate regulations.

The Supervisory Board elects the Supervisory Board Chairperson and Supervisory Board Deputy Chairperson from among its Members. The Supervisory Board may elect the Supervisory Board Secretary from among its Members. The Supervisory Board Secretary supports the Supervisory Board Chairperson in discharging his/her duties specified in the Supervisory Board Rules and Regulations, in particular by:

• organizing the work of the Supervisory Board; 
• supervising over the organizational and technical support for Supervisory Board meetings; 
• ensuring that minutes of meetings of the Supervisory Board are kept; 
• presenting draft reports prepared by the Supervisory Board as required by Company’s Articles of Association.

The mandate of a Supervisory Board Member expires at the end of his or her term of office or as a result of his or her demise, resignation or dismissal from the Supervisory Board.

Changes to the PZU Supervisory Board in 2020

 As at 1 January 2020, the following persons sat on the PZU Supervisory Board:

• Maciej Łopiński – Supervisory Board Chairman
• Paweł Górecki – Supervisory Board Deputy Chairman
• Alojzy Nowak – Supervisory Board Secretary
• Marcin Chludziński – Supervisory Board Member;
• Agata Górnicka – Supervisory Board Member
• Robert Jastrzębski – Supervisory Board Member
• Tomasz Kuczur – Supervisory Board Member
• Elżbieta Mączyńska-Ziemacka – Supervisory Board Member
• Krzysztof Opolski – Supervisory Board Member
• Robert Śnitko – Supervisory Board Member
• Maciej Zaborowski – Supervisory Board Member

On 21 April 2020, Mr. Alojzy Nowak tendered his resignation from serving in the capacity of PZU Supervisory Board Member.

Accordingly, from 22 April 2020 the Supervisory Board’s composition was as follows:

• Maciej Łopiński – Supervisory Board Chairman
• Paweł Górecki – Supervisory Board Deputy Chairman
• Marcin Chludziński – Supervisory Board Member
• Agata Górnicka – Supervisory Board Member
• Robert Jastrzębski – Supervisory Board Member
• Tomasz Kuczur – Supervisory Board Member
• Elżbieta Mączyńska-Ziemacka – Supervisory Board Member
• Krzysztof Opolski – Supervisory Board Member
• Robert Śnitko – Supervisory Board Member
• Maciej Zaborowski – Supervisory Board Member

During the meeting held on 28 April 2020, the Supervisory Board elected Robert Śnitko as Secretary of the Supervisory Board.

On 26 May 2020, the PZU Ordinary Shareholder Meeting appointed Józef Wierzbowski to the Supervisory Board. Accordingly, from 26 May 2020 the Supervisory Board’s composition was as follows:

• Maciej Łopiński – Supervisory Board Chairman
• Paweł Górecki – Supervisory Board Deputy Chairman
• Robert Śnitko – Supervisory Board Secretary
• Marcin Chludziński – Supervisory Board Member
• Agata Górnicka – Supervisory Board Member
• Robert Jastrzębski – Supervisory Board Member
• Tomasz Kuczur – Supervisory Board Member
• Elżbieta Mączyńska-Ziemacka – Supervisory Board Member
• Krzysztof Opolski – Supervisory Board Member
• Józef Wierzbowski – Supervisory Board Member
• Maciej Zaborowski – Supervisory Board Member

The current term of office of the PZU Supervisory Board will end after the elapse of three full financial years, i.e. on 31 December 2022. 2020 was the first full financial year. The mandates of Supervisory Board Members will expire no later than on the date of the Shareholder Meeting approving the financial statements for the last full financial year in which they server in their capacity, i.e. for 2022.

Maciej Łopiński, Robert Śnitko, Robert Jastrzębski, Tomasz Kuczur, Elżbieta Mączyńska-Ziemacka, Krzysztof Opolski, Józef Wierzbowski and Maciej Zaborowski submitted representations that they meet the independence criteria set forth in the Best Practices of WSE Listed Companies adopted by the Supervisory Board of Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange).

PZU’s Supervisory Board composition as at 31 December 2020

Maciej Łopiński

Supervisory Board Chairman

On the Supervisory Board since 8 January 2018. 

Graduate of the University of Gdańsk. In 1999 he passed the examination for candidates to become supervisory board members in companies in which the State Treasury holds an equity stake. Editor-in-Chief of Tygodnik Gdański, a journalist of Głos Wybrzeża and Tygodnik Czas, among others. A member of parliament in its 7th term of office. Secretary of State in the Office of President Lech Kaczyński in 2005-2010 and in turn in the Office of President Andrzej Duda in 2015-2016. He has many years of experience in company law and corporate governance gained during his work in supervisory bodies in commercial law companies, including KGHM Polska Miedź SA, PZU Asset Management SA and Telewizja Polska SA.

Paweł Górecki

Supervisory Board Deputy

Chairman On the Supervisory Board since 8 February 2017.

Doctor of juridical science and attorney-at-law. Graduate of the Faculty of Law, Administration and Economics at the University of Wroclaw. He attended numerous training courses and workshops in the law of evidence, civil and penal law and management of public entities. He has authored several dozen peer-reviewed papers on the subject of law published by Polish and international journals. He specializes in corporate law, the capital market and the application of court and administrative procedures. Member of supervisory boards of several capital companies. Currently, Vice-President of the KDPW S.A. Management Board and Supervisory Board Deputy Chairman of ARP Leasing Sp. z.o.o.

Robert Śnitko

Supervisory Board Secretary

In the Supervisory Board since 12 April 2017. 

Graduate of the London School of Economics and Political Science, University of London, School of Oriental and African Studies, University of London, Faculty of Economics at the Radom Technical University. Holder of a Scholarship awarded by the Minister of National Education (Minister of Science and Higher Education), the United Kingdom’s Ministry of Foreign Affairs and non-governmental organizations from the United Kingdom and the United States. Ph.D. in economics obtained from the Warsaw School of Economics. Academic teacher, deputy department director at the Ministry of Finance. Member of the International Institute for Strategic Studies.

Marcin Chludziński

Supervisory Board Member

On the Supervisory Board since 7 January 2016. 

Graduate of the Social Policy Institute at the University of Warsaw. Completed MBA studies at the Institute of Economics of the Polish Academy of Sciences. He worked for the University of Warsaw, Collegium Civitas and the Łazarski University as a lecturer. President of the Management Board of KGHM Polska Miedź S.A. since June 2018. Previously, from January 2016 to June 2018 he served as the President of the Management Board of Agencja Rozwoju Przemysłu S.A. where he was in charge of restructuring processes, mergers and acquisitions. He defined the strategic directions of growth for Agencja Rozwoju Przemysłu S.A. He was in charge of restructuring projects involving such companies as Przewozy Regionalne, H. Cegielski – FPS and ŚKSM, among others. President of the Republican Foundation economic think tank in 2011- 2015. Since 2005 he has been sitting on management boards and supervisory boards of commercial law companies. An experienced manager in the field of strategic consulting and corporate governance. He specializes in developmentoriented restructuring of enterprises and capital investments.

Agata Górnicka

Supervisory Board Member

On the Supervisory Board since 8 February 2017. 

Master’s degree in political science from the Faculty of Journalism and Political Science at the University of Warsaw. Graduate of a post-graduate study program in media management from the Kozminski University. She acquired her professional experience as follows: Telewizja Polska S.A. (2006-2012), Project Coordinator in the Bank Zachodni WBK S.A. Foundation (2012-2013) and then as the CEO’s Assistant in Bank Zachodni WBK S.A. (2013-2014) and later as the Manager of the Management Board and Supervisory Board Office in Bank Zachodni WBK S.A. (2014-2015). Director of the Political Office in the Ministry of Development in 2015-2017 and chief advisor in the Office of the Prime Minister in 2017-2018. Since April 2018 Director of the External Relations Office in PKN ORLEN S.A. and Chairwoman of the ORLEN Foundation’s Supervisory Board. In October 2019 she started to serve as a member of the Supervisory Board of ORLEN Deutschland GmbH.

Robert Jastrzębski

Supervisory Board Member

On the Supervisory Board since 9 March 2018.

Graduate of the Faculty of Law and Administration at the University of Warsaw. In 2001 he was granted a doctorate in juridical science degree and in 2009 a habilitated Ph.D. degree. Affiliated with the Department of Law and Administration at the University of Warsaw since 2001. He became a professor at the university in 2019. Authored about 100 academic publications. Recipients of awards and distinctions, including Awards from the Department of Law and Administration at the University of Warsaw for outstanding scholarly achievements and the Team Award granted by the Rector of the Warsaw School of Economics. Since 2015, Head of the Laboratory of Polish 20th Century Law and since 2019 Head of the History of Administration Department. Member of the program board of the Review of Economic Legislation journal (2010), the editorial committee of the Scholarly Papers of the Sejm Analysis Office journal (2016).

Tomasz Kuczur

Supervisory Board Member

On the Supervisory Board since 24 May 2019. 

Graduate of the Faculty of Law and Administration of the University of Warmia and Mazury and the Bydgoszcz Academy (currently, the Kazimierz Wielki University in Bydgoszcz). In 2011 he received a doctoral degree in juridical science from the Faculty of Law and Administration at the University of Warmia and Mazury while in 2013 he received a Ph.D. Hab. degree from the University of Wrocław in social science with a specialization in political systems. A Professor Extraordinarius at the Faculty of Humanities of the Kazimierz Wielki University in Bydgoszcz. A member of the Local Government Board of Appeals in Bydgoszcz. In 2013-2019 Supervisory Board Chairman of Bydgoski Fundusz Poręczeń Kredytowych. Supervisory Board member of Port Lotniczy Bydgoszcz S.A. since March 2019.

Elżbieta Mączyńska-Ziemacka

Supervisory Board Member

On the Supervisory Board since 24 May 2019.

Graduate of the Faculty of Economics at the University of Warsaw. Professor of economic science. Author of econometric models for predicting bankruptcies in enterprises and of a concept of early warning systems pinpointing threats to business activity. Head of the postgraduate course: Real Estate Valuation held by the Institute of Corporate and Investment Finance at the Business Administration College of the Warsaw School of Economics. A member of the Presidium of the “Poland 2000 Plus” Forecasting Committee, the Economics Committee of the Polish Academy of Sciences and the Academic Council of the Institute of Economics of the Polish Academy of Sciences. President of the Polish Economic Society since 2005. In 1996- 1998 member of the Supervisory Board of Polski Bank Rozwoju S.A. and in 2005-2007 member of the Supervisory Board of BGŻ S.A. From June 2013 until August 2020 member of the Supervisory Board of PKO BP S.A. In 1994-2005 she acted as the scientific secretary and member of the Executive of the Socio-Economic Strategy Council of the Council of Ministers. She was a member of the National Development Council formed in 2010 by the President of the Republic of Poland.

Krzysztof Opolski

Supervisory Board Member

On the Supervisory Board since 24 May 2019 . 

Graduate of the Faculty of Psychology and Pedagogy at the University of Warsaw. Professor Ordinarius of Economics. Head of the Department of Banking, Finance and Accounting at the Faculty of Economics of the University of Warsaw. Founder and long-term editor-in-chief of the journal Ekonomia. Rynek, gospodarka, społeczeństwo. Head of the Ph.D. studies program “Economy and the Market. Financial Institutions and Corporate Business Strategies” held by the Faculty of Economics at the University of Warsaw. The concept author and head of the post-graduate studies “Strategic audit in public and private institutions”. Head of the Editorial Board of the journal MAZOWSZE – Studia Regionalne and a member of the Editorial Board of the journal Bezpieczny Bank. Head of the Academic Councils of the Central European Economic Journal and the journal E-Finanse. A former member of the supervisory boards of Bank Handlowy S.A., AXA Polska S.A. and Centrum Giełdowe S.A. In 2009-2010 he managed the team of strategic advisors to the President of the National Bank of Poland. Chairman of the Business Award Jury of the President of the Republic of Poland, Deputy Chairman of the Polish Economic Exhibition jury and a member of the “Teraz Polska” Contest Jury.

Józef Wierzbowski

Supervisory Board Member

On the Supervisory Board since 26 May 2020. 

Graduate of the Maria Grzegorzewska Academy of Special Education. He completed an MBA at the Apsley Business School of London and Warsaw Management University. He has 30 years of experience in managerial positions in national and local government administration and in companies in which the State Treasury is a shareholder. He served as an advisor to the Management Board and as Deputy Director of the Audit Department in PZU SA in 2007 and 2008. He has many years of experience in supervisory boards. He sat in the Supervisory Board of BondSpot S.A. in 2016-2017 and he currently sits in the Supervisory Board of GPW Benchmark S.A. and in the Supervisory Board of System Gazociągów Tranzytowych “Europol Gaz” S.A. He is the Director of the Corporate Mangement Division in PGNiG Termika S.A.

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Maciej Zaborowski

Supervisory Board Member

On the Supervisory Board since 7 January 2016. 

Graduate of the Law and Administration Department at the University of Warsaw. Completed post-graduate studies in intellectual property law and postgraduate studies in evidentiary law. He also graduated from the Harvard Law School (ALP), Center for American Law Studies and the Leadership Academy for Poland. Advocate, Ministry of Justice expert and standing mediator at the Court of Arbitration in the General Counsel to the Republic of Poland. Lecturer in the Warsaw Bar Association. He runs his own legal practice and is the Managing Partner in the law firm Kopeć Zaborowski Adwokaci i Radcowie Prawni sp.p. Member of the State Tribunal since February 2018. He has acquired experience in corporate governance as a member of supervisory boards in various companies.

The powers of the Supervisory Board

The Supervisory Board exercises permanent supervision over the Company’s operations in all areas of its activity. The powers of the Supervisory Board include:

• evaluating the Management Board’s report on the Company’s activity and the Management Board’s report on the activity of the PZU Group and the Company’s financial statements and consolidated financial statements of the PZU Group for the previous financial year for compliance with the accounting ledgers and documents as well as the facts;
• approving the solvency and financial condition report of the Company and the solvency and financial condition report of the PZU group;
• preparing an annual report on compensation for Management Board Members and Supervisory Board Members on the rules laid down in Article 90g section 1-5 of the Act on Public Offerings and the Conditions for Offering Financial Instruments in an Organized Trading System and on Public Companies of 29 July 2005;
• evaluating the Management Board’s motions to distribute the profit or cover the loss; 
• submitting a written report to the Shareholder Meeting on the results of the evaluation referred to in the foregoing items and submitting a concise annual evaluation of the Company’s standing with an assessment of its internal control system and the system for managing significant risks to the Company, and an annual report on the Supervisory Board’s work;
• concluding, terminating and amending agreements with Management Board Members and setting the rules for their compensation, giving consideration to the rules defined by the Shareholder Meeting, in accordance with § 18 item 12 of the Articles of Association;
• appointing, suspending and dismissing the President of the Management Board, Management Board Members or the entire Management Board and making decisions to discontinue such a suspension;
• granting consent to transferring an insurance portfolio in its entirety or in part;
• giving consent to the acquisition, subscription for or disposal of ownership interests and shares in companies and on the Company’s participation in other entities – the Supervisory Board may define the maximum amount, the terms and conditions and the procedure that the Management Board may use to conduct the foregoing activities without the obligation to obtain an approval from the Supervisory Board, except that the following require approval of the Supervisory Board:
• subscription for or acquisition of shares or ownership interests in another company, with the value exceeding:
• PLN 100,000,000, or 
• 10% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements,
• disposal of shares or ownership interests in another company, with the market value exceeding: 
• PLN 100,000,000, or 
• 10% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements;
• seconding Supervisory Board Members to perform temporarily the functions of Management Board Members who have been dismissed, resigned or are unable to perform their functions for other reasons; 
• accepting instructions on how the Company’s representatives should vote at Shareholder Meetings of PZU Życie SA in matters on increasing or decreasing the share capital, issuing bonds, selling or leasing PZU Życie SA’s enterprise or establishing a usufruct right on the enterprise, dividing PZU Życie SA, merging PZU Życie SA with another company, liquidating or dissolving PZU Życie SA; 
• selecting the audit firm to carry out the mandatory audit of the financial statements, including the annual financial statements of the Company and the annual consolidated financial statements of the PZU Group and the solvency and financial condition report of the Company and the solvency and financial condition report of the PZU Group, and reviews of the financial statements in accordance with the obligations following from the prevailing laws; 
• deciding on the consolidated text of the revised Articles of Association;  
• approving the Company’s long-term development plans and annual financial plans prepared by the Management Board; 
• approving the Bylaws of the Management Board; 
• performing tasks resulting from the guidelines or recommendations of regulatory authorities, in particular the Polish Financial Supervision Authority, adopted in the Company; 
• examining and consulting matters submitted by the Management Board for deliberation at the Shareholder Meeting.

Moreover, one of the Supervisory Board’s powers is to give consent to the following: 

• acquisition or disposal of real property, perpetual usufruct or share in a real property or perpetual usufruct with a value exceeding the equivalent of EUR 3,000,000; 
• execution, by the Company and a related party, of a material transaction of the kind referred to in Article 90i(3) of the Act of 29 July 2005 on Public Offerings and the Conditions for Offering Financial Instruments in an Organized Trading System and on Public Companies, taking into account the exclusions and specific regulations in this respect laid down in Chapter 4b of this Act; 
• consent for the Issuer to enter into an agreement with an underwriter of the kind referred to in Article 433 § 3 of the Commercial Company Code; 
• paying out an interim dividend; 
• creating and shutting down regional or foreign branches; 
• executing an agreement to provide legal, marketing, public relations and public communication services or management consulting services if the total net fee to be paid for such services under this agreement or other agreements executed with the same entity is greater than PLN 500,000 annually; 
• amending an agreement to provide legal, marketing, public relations and public communication services or management consulting services by increasing the said fee above and beyond the net amount of PLN 500,000 annually; 
• executing an agreement to provide legal, marketing, public relations and public communication services and management consulting services which do not specify the maximum amount of the fee; • executing a donation or other agreement having a similar effect, the value of which exceeds PLN 20,000 or 0.1% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements; 
• executing a debt release or other agreement having a similar effect, the value of which exceeds PLN 50,000 or 0.1% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements; 
• subject to § 18 item 11 of the Articles of Association, the disposal of non-current assets within the meaning of the Accounting Act of 29 September 1994 classified as intangible assets, property, plant and equipment or longterm investments, including contribution to a company or a cooperative – if the market value of those assets exceeds 5% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements; and also handing those assets over for use to another entity for a period longer than 180 days in a calendar year based on a legal act, if the market value of the subject matter of the legal act exceeds 5% of total assets, whereas the handing over of assets for use in the case of:  
• lease, rental and other agreements to hand over an asset for use to other entities against payment, the market value of the subject matter of a legal act is defined as the value of benefits for:
• one year if the asset is handed over on the basis of contracts entered into for an unspecified term, 
• the full duration of the term of validity in the case of contracts entered into for an unspecified term,
• lending for use agreements and other agreements to hand over an asset to other entities for gratuitous use, the market value of the subject matter of a legal act is defined as the value of benefits that would be due if a lease or rental agreement was executed instead, for: 
• one year if the asset is to be handed over on the basis of a contract entered into for an unspecified term, 
• the full duration of the term of validity in the case of contracts executed for an unspecified term,
• subject to § 18 item 11, the acquisition of non-current assets within the meaning of the Accounting Act of 29 September 1994, with the value exceeding: 
• PLN 100,000,000, or 
• 5% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements.

Supervisory Board’s method of operation

The Supervisory Board adopts the Rules and Regulations of the Supervisory Board which define its organization and manner of acting. The current Rules and Regulations, adopted by a Supervisory Board resolution of 9 September 2020, define the composition and manner of appointing members to the Supervisory Board, the tasks and scope of its operations and the procedure for convening and conducting meetings.

The Supervisory Board is required to meet at least once every quarter. Supervisory Board Members may participate in the Supervisory Board meeting using means of direct remote communication. 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 Supervisory Board Member 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 Supervisory Board Member.

The Supervisory Board adopts its resolutions in an open ballot. A secret ballot should be held at the request of even a single Supervisory Board Member.

The Supervisory Board elects from among its members the Chairperson and Deputy Chairperson and may also elect the Secretary from among its Members.

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, Supervisory Board Members, 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.

To properly perform its supervisory function, the Supervisory Board may establish permanent advisory and consultative committees whose competencies, composition and manner of operation will be laid down in the rules and regulations of the committee in question adopted by the Supervisory Board. The Supervisory Board and its committees may use the services of experts and consulting firms.

Currently, the following committees operate within the Supervisory Board: 

• Audit Committee; 
• Nomination and Compensation Committee, 
• Strategy Committee.

Supervisory Board’s activity in 2020

 The Supervisory Board held 12 meetings in 2020 at which it adopted 113 resolutions. It also adopted 27 resolutions between meetings under the written procedure. These resolutions pertained to all the areas of the Company’s business and were consistent with the scope of oversight functions defined by the requirements of the generally binding law, the Insurance and Reinsurance Activity Act of 11 September 2015, KNF’s recommendations, corporate governance rules and the ones described in PZU’s Articles of Association and the Supervisory Board Rules and Regulations.

At its meetings held in 2020, the Supervisory Board regularly reviewed and evaluated the performance of both the PZU Group and its distinct business divisions in relation to the financial plan. The Supervisory Board also discussed and accepted other legally-required detailed reports on various areas of the Company’s business, including, among others, regular reports on risk, compliance, audit and IT security. On top of that, the Supervisory Board monitored the execution of the PZU Group Strategy for 2017-2020 on an ongoing basis.

The Supervisory Board was also informed about the actions implemented by the Company in connection with the COVID-19 pandemic.

Due to the pandemic Supervisory Board meetings in 2020 were held in the hybrid form – some Supervisory Board Members participated in the meetings on site and some remotely.

During regular meetings held in 2020 the Supervisory Board’s committees discussed in detail the most important issues relating to the various areas of the company’s business, which must be approved by the Supervisory Board in accordance with the prevailing regulations.

Audit Committee

The Audit Committee was appointed by a Supervisory Board resolution of 3 June 2008.

The Audit Committee includes 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 the chairperson, 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 terms and conditions of 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 for members of the Committee.

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. 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 scope of the Audit Committee’s activities comprises: 

• monitoring the Company’s financial reporting process, 
• monitoring the effectiveness of internal control, internal audit and risk management systems, including as regards financial reporting;
• monitoring the performance of financial audit activities in the Company, in particular conducting the audit by the audit firm, taking into account the findings and conclusions of the Polish Audit Supervision Agency following from an inspection carried out in the audit firm;  
• assessing the independence of the statutory auditor and the audit firm; 
• presenting a recommendation regarding the selection of an audit firm to perform the audit and review of the financial statements to the Supervisory Board; 
• controlling and monitoring the independence of the statutory auditor and the audit firm, including giving consent to the audit firm conducting the audit, its related entities and by a member of the audit firm’s network to provide permitted services in the Company or entities from the Company group, upon assessing the threats and safeguards of the independence of the statutory auditor and the audit firm and verification of the compensation limit for the provided services; 
• informing the Supervisory Board of the results of the audit and review and explaining how the audit has contributed to reliability of the financial reporting in the Company and the Company group, and the role of the Committee in the audit process; 
• developing a policy for the selection of an audit firm to perform the audit; 
• developing a policy for provision of permitted services by the audit firm conducting the audit, its related entities and by a member of the audit firm’s network; 
• defining a procedure for the selection of an audit firm; 
• providing advice and issuing opinions within the scope of the Supervisory Board’s powers relating to the areas of the Company’s operation set forth in items 1-4 and to the extent permitted by the prevailing provisions of law and the Company’s internal regulations; 
• submitting recommendations aimed at ensuring the reliability of the financial reporting process in the Company; 
• supervising the compliance function; 
• monitoring introduction of changes in the Company in connection with the recommendations issued by the key statutory auditor, Internal Audit Department (with regard to preparation of financial statements), Supervisory Board or the Committee; 
• carrying out other tasks following from generally prevailing provisions of law or entrusted by the Supervisory Board.

PZU takes into consideration the “Best practices for public interest entities pertaining to the appointment, composition and operation of the audit committee” as published by the Office of the Polish Financial Supervision Authority on 24 December 2019.

Changes in the composition of the Audit Committee in 2020

The following persons sat on the Audit Committee as at 1 January 2020: 

• Alojzy Nowak – Committee Chairperson
• Marcin Chludziński – Committee Member
• Krzysztof Opolski – Committee Member
• Robert Śnitko – Committee Member
• Maciej Zaborowski – Committee Member

In connection with the resignation of Alojzy Nowak from the Supervisory Board, on 21 April 2020 his membership in the Audit Committee ceased.

On 28 April 2020, the Supervisory Board established the following composition of the Audit Committee: 

• Krzysztof Opolski – Committee Chairperson
• Marcin Chludziński – Committee Member
• Robert Śnitko – Committee Member
• Maciej Zaborowski – Committee Member

As at 31 December 2020 the composition of the Committee did not change.

Knowledge, skills and experience of Audit Committee members including the way in which they were acquired

Krzysztof Opolski, Robert Śnitko and Maciej Zaborowski were designated as independent members within the meaning of Article 129 Section 3 of the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Supervision. Marcin Chludziński, Krzysztof Opolski and Robert Śnitko were designated as members holding qualifications in accounting or auditing financial statements. All Audit Committee members were named as members who have knowledge and skills in the industry in which the Company operates.

Krzysztof Opolski, PZU Supervisory Board Member since 24 May 2019, has the title of professor, Ph.D. Hab., in economic sciences; he is head of the Department of Banking, Finance and Accounting at the Faculty of Economics of the University of Warsaw. In 2009-2010 he was the head of strategic advisors to the president of the National Bank of Poland. He has many years of experience on managerial and supervisory positions in commercial law companies. He was a Supervisory Board member at Bank Handlowy w Warszawie SA, AXA Polska SA and Centrum Giełdowe SA.

Marcin Chludziński, Member of the PZU Supervisory Board from 7 January 2016, graduated from the Social Policy Institute at the University of Warsaw. Completed MBA studies at the Institute of Economics of the Polish Academy of Sciences. He is the president of the KGHM Polska Miedź SA Management Board. He has many years of experience on managerial and supervisory positions in commercial law companies. In 2016-2018 he was the president of the Management Board of Agencja Rozwoju Przemysłu SA, where he was responsible for restructuring processes, and mergers and acquisitions.

Robert Śnitko, PZU Supervisory Board Member since 12 April 2017, has the title of PhD in economics at the Warsaw School of Economics, is an university teacher and member of the International Institute for Strategic Studies. Graduate of the London School of Economics and Political Science, University of London, School of Oriental and African Studies, University of London and Faculty of Economics at the Radom Technical University. Discharges the function of director of the Sectoral, Local and Game Taxes at the Ministry of Finance.

Maciej Zaborowski, PZU Supervisory Board Member since 7 January 2016, advocate and judge of the State Tribunal, graduate from the Faculty of Law and Administration at the University of Warsaw, Center for American Law Studies and Leadership Academy for Poland. He is also an expert of the Ministry of Justice, lecturer of advocate training at the Bar Association in Warsaw and permanent mediator of the Arbitration Court at the State Treasury Solicitors' Office. He has experience on supervisory positions in commercial law companies.

Activity of the Audit Committee in 2020  

In 2020, 11 meetings were held.

Key issues addressed by the Audit Committee in 2020: 

• discussion of the risk report for Q4 2019 and for Q1-3 2020; 
• discussion of the annual report on the Internal Audit Department’s activity in 2019; 
• discussion of the findings of external inspections conducted in PZU in 2019; 
• discussion on the report on the Internal Audit Department’s activity in Q4 2019 and Q1-3 2020; 
• submission of recommendations to the PZU Supervisory Board on approving the Strategy in the risk management area; 
• information on the implementation of the strategy in the risk management area in 2018-2020; 
• discussion of the draft audit plan for 2021; 
• assessment of PZU’s financial statements and the PZU Group’s consolidated financial statements for the year ended 31 December 2019, and the Management Board report on the activity of the PZU Group and PZU in 2019, with the report on non-financial information; 
• discussion on the results of PZU and the PZU Group for 2019, the H1 2020 and Q1-3 2020; 
• assessment of the PZU Management Board’s motion to the Shareholder Meeting to distribute PZU’s net profit for the year ended 31 December 2019; 
• discussion of the additional report for the Audit Committee;
• acceptance of the Audit Committee’s report on its activity in 2019; 
• review the draft PZU Supervisory Board report on its assessment of PZU’s financial statements for the year ended 31 December 2019, the consolidated financial statements of the PZU Group for the year ended 31 December 2019, the Management Board report on the activity of the PZU Group and PZU in 2019 and the Management Board’s motion to distribute PZU SA’s net profit for the year ended 31 December 2019; 
• discussion of the recommendations given by the audit firm (KPMG Audyt sp. z o.o. spółka komandytowa) after the audit of standalone and consolidated financial statements as well as the annual consolidated solvency and financial condition reports (SFCR) for 2019; 
• extension of the order for KPMG Audyt sp. z o.o. spółka komandytowa for the review and audit of the standalone financial statements of PZU and the consolidated financial statements of the PZU Group for the years 2021-2022 with an extension option for 2023; 
• discussion of the amendment to the Financial Plan of PZU and the PZU Group for 2020;
• issuing recommendations to the Supervisory Board on the assessment of the solvency and financial condition report of PZU for the year ended 31 December 2019; 
• issuing recommendations to the Supervisory Board on the assessment of the solvency and financial condition report of the PZU Group for the year ended 31 December 2019.

The Audit Committee adopted resolutions on the acceptance of the permitted services to be provided by PZU’s auditor, KPMG Audyt sp. z o.o. sp. k., to PZU, PZU Życie and PZU Group companies. Based on an analysis of representations submitted by representatives of the entity performing the audit - KPMG Audit, the Committee made a positive assessment of the independence of the statutory auditor and the audit firm and confirmed that the auditor and the Company comply with the regulatory requirements concerning the rotation of the key statutory auditor and the audit firm performing audits of the standalone and consolidated financial statements and standalone and consolidated annual consolidated solvency and financial condition reports of PZU and the PZU Group.

Nomination and Compensation Committee

The Nomination and Compensation Committee was appointed by a Supervisory Board resolution of 12 May 2010.

The Supervisory Board determines the number of Committee members and appoints them from among its own members. The Committee includes at least one independent member.

The Nomination and Compensation Committee is not appointed if the Supervisory Board elected by group voting is composed of 5 members. In such case the Committee’s tasks are performed by the Supervisory Board in its full composition.

The Nomination and Compensation Committee is an advisory and consultative body to the Supervisory Board. It is appointed to improve the effectiveness of the Supervisory Board’s supervision related to the development of the management structure, including organizational solutions, the remuneration principles and the selection of properly qualified staff.

The tasks of the Nomination and Compensation Committee include the following in particular issuing opinions and presenting recommendations to the Supervisory Board with regard to its decisions pertaining to: 

• concluding, terminating and amending agreements with Management Board members and setting the rules for their compensation; 
• setting the level of compensation, bonuses and additional benefits for the Management Board; 
• appointing, suspending and dismissing the President of the Management Board, Management Board Members or the entire Management Board and discontinuing suspension; 
• seconding Supervisory Board Members to perform temporarily the functions of Management Board Members who have been dismissed, resigned or cannot perform their functions for other reasons.

Moreover, the scope of the Committee’s activities may include other matters entrusted to it by the Supervisory Board.

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.

Changes in the composition of the Nomination and Compensation Committee in 2020

As at 1 January 2020, the composition of the Nomination and Compensation Committee was as follows:

• Robert Jastrzębski – Committee Chairperson
• Paweł Górecki – Committee Member
• Agata Górnicka – Committee Member
• Tomasz Kuczur – Committee Member
• Maciej Łopiński – Committee Member
• Elżbieta Mączyńska-Ziemacka – Committee Member
• Alojzy Nowak – Committee Member

In connection with the resignation of Alojzy Nowak from the Supervisory Board, on 21 April 2020 his membership in the Nomination and Compensation Committee ceased.

As of 22 April 2020, the composition of the Nomination and Compensation Committee was as follows:

• Robert Jastrzębski – Przewodniczący Komitetu
• Paweł Górecki – Committee Member
• Agata Górnicka – Committee Member
• Tomasz Kuczur – Committee Member
• Maciej Łopiński – Committee Member
• Elżbieta Mączyńska-Ziemacka – Committee Member

As at 31 December 2020 the composition of the Committee did not change.

Robert Jastrzębski, Tomasz Kuczur, Maciej Łopiński and Elżbieta Mączyńska-Ziemacka submitted representations that they meet the independence criteria set forth in the “Best Practices of WSE Listed Companies” adopted by the Supervisory Board of Giełda Papierów Wartościowych w Warszawie SA (Warsaw Stock Exchange).

Activity of the Nomination and Compensation Committee in 2020

In 2020, 6 meetings were held.

Key issues addressed by the Nomination and Compensation Committee in 2020: 

• defining the Management Objectives for the Company’s Management Board Members for 2020; 
• conducting a qualification procedure for the position of the new President and Members of the Management Board; 
• discussing the “Compensation policy for the PZU SA Management Board and Supervisory Board Members”; 
• submitting a recommendation to the PZU Supervisory Board on granting an additional benefits for a Member of the PZU Management Board; 
• submitting a recommendation to the PZU Supervisory Board on giving consent to pay Members of the PZU Management Boards the first tranche of deferred variable compensation following from the management services provision agreement for 2018; 
• assessing the attainment of Management Objectives for 2019 and variable compensation for Members of the PZU Management Board for 2019 ;
• discussing the “Rules for assessment of suitability of the PZU Supervisory Board and Audit Committee”; 
• carrying out an assessment of suitability of PZU Supervisory Board Members and Audit Committee Members (individual and collective assessment); 
• discussing the Rules for assessment of suitability of the PZU Management Board; 
• assessment of suitability of Members of the PZU Management Board (individual and collective assessment); 
• verification of compliance of the provisions of Supervisory Board resolutions on the setting of compensation and management objectives and provisions of management service agreements adopted by the Ordinary Shareholder Meeting with the “Compensation policy for PZU SA Management Board and Supervisory Board Members”.

Strategy Committee

The Strategy Committee was appointed by a Supervisory Board resolution of 29 July 2010.

The Supervisory Board determines the number of Committee Members and appoints them from among its own members.

The Strategy Committee is an advisory and consultative body to the Supervisory Board. It is appointed to increase the efficiency of the Supervisory Board’s supervisory activities as regards issuing opinions on strategic documents submitted by the Management Board (in particular development strategy). Its role is to present recommendations on the planned investments of material influence on the Company’s assets to the Supervisory Board.

The tasks of the Strategy Committee include, in particular, issuing opinions and presenting recommendations to the Supervisory Board with regard to its decisions pertaining to: 

• approving PZU’s long-term development plans prepared by the Management Board; 
• planned investments in PZU and the PZU Group; 
• consent for PZU to conclude an agreement with an underwriter referred to in Article 433 § 3 of the Commercial Company Code; 
• rules for purchase, subscription or sale of ownership interests and shares in companies as well as Company’s participation in other entities; 
• accepting the Management Board’s motions for purchase, subscription or sale of ownership interests and shares in companies as well as the Company’s participation in other entities;
• consent to transferring an insurance portfolio in its entirety or in part.

Moreover, the scope of the Strategy Committee’s activities may include other matters entrusted to it by the Supervisory Board.

Changes in the composition of the Strategy Committee in 2020

As at 1 January 2020, the composition of the Strategy Committee was as follows: 

• Alojzy Nowak – Committee Chairperson
• Marcin Chludziński – Committee Member
• Agata Górnicka – Committee Member
• Robert Jastrzębski – Committee Member
• Robert Śnitko – Committee Member
• Maciej Zaborowski – Committee Member

In connection with the resignation of Alojzy Nowak from the Supervisory Board, on 21 April 2020 his membership in the Strategy Committee ceased. 

On 28 April 2020, the Supervisory Board established the following 5-person composition of the Committee: 

• Robert Śnitko – Committee Chairperson
• Marcin Chludziński – Committee Member
• Agata Górnicka – Committee Member
• Robert Jastrzębski – Committee Member
•  Maciej Zaborowski – Committee Member.

As at 31 December 2020 the composition of the Committee did not change.

Activity of the Strategy Committee in 2020

In 2020, 5 meetings were held. 

Key issues addressed by the Strategy Committee in 2020: 

• discussing the quarterly reports on the implementation of the PZU Group Strategy “New PZU”, 
• work on the nee PZU Group Strategy for 2021-2024.

Most Committee meetings were attended also by the remaining Supervisory Board Members.

Attendance of members in Strategy Committee meetings in 2020	Attendance at meetings / number of meetings over the time of performing the mandate
Robert Śnitko	5 /5
Alojzy Nowak	1 /1
Marcin Chludziński	5 /5
Agata Górnicka	5 /5
Robert Jastrzębski	5 /5
Maciej Zaborowski	4 /5

sz_9.7_19.5.xlsx

Composition of the Management Board

The Management Board is composed of three to eight Members appointed for a joint term of office spanning three consecutive full financial years. As at 31 December 2020, the Management Board was composed of eight members.

Management Board Members, including the President of the Management Board, are appointed and dismissed by the Supervisory Board. Such appointment takes place following a recruitment procedure designed to verify and evaluate qualifications of the candidates and, consequently, to select the best candidate. The President of the Management Board of the new term of office appointed before the current term elapses has the right to submit a motion to the Supervisory Board requesting appointment of the remaining Management Board Members of the new term of office before the current term elapses.

The consent to appointment of two Management Board Members, President and Member responsible for risk management is issued on PZU’s motion by the Polish Financial Supervision Authority, unless the appointment applies to a person who obtained such consent in the previous term of office. If the motion pertains to a Management Board Member discharging a mandate, he/she may discharge the mandate in its existing scope until the regulatory authority issues its decision.

A Management Board Member must fulfill all of the following conditions:

• holds a graduate degree received in Poland or a graduate degree received abroad and recognized in the Republic of Poland pursuant to separate regulations; 
• has at least 5-year employment period based on an employment agreement, appointment, selection, nomination, cooperative employment agreement or provision of services on the basis of another contract or conducting business activity on one’s own account; 
• has at least 3 years of experience on managerial or independent positions or arising from conducting business activity on one’s own account, 
• in addition to the aforementioned requirements, meets other requirements arising from separate regulations, in particular is not in breach of any restrictions or prohibitions for holding an executive position in commercial companies.

A Management Board Member may not be a person who fulfills at least one of the following conditions: 

• acts as a social associate or is an employee of an MP’s office, senator’s office, MP-senator’s office or office of a member of European Parliament pursuant to an employment agreement or provides work on the basis of a mandate agreement or other similar agreement; 
• is a member of a political party’s governing body externally representing a political party and authorized to take down obligations;  
• is employed by a political party pursuant to an employment agreement or provides work on the basis of a mandate agreement or other similar agreement,
• is an elected official of a company trade union or a company trade union in a group company, 
• his/her public or business activity raises conflict of interest with the Company’s business.

Changes in the composition of the Management Board in 2020

As of 1 January 2020 the Management Board composition was as follows: 

• Paweł Surówka – President of the Management Board
• Aleksandra Agatowska – Management Board Member
• Adam Brzozowski – Management Board Member
• Marcin Eckert – Management Board Member
• Elżbieta Häuser-Schöneich – Management Board Member
• Tomasz Kulik – Management Board Member
• Maciej Rapkiewicz – Management Board Member
• Małgorzata Sadurska – Management Board Member

Aleksandra Agatowska tendered her resignation from the PZU Management Board as of 19 February 2020. Accordingly, as of this date, the Management Board composition was as follows: 

• Paweł Surówka – President of the Management Board
• Adam Brzozowski – Management Board Member
• Marcin Eckert – Management Board Member
• Elżbieta Häuser-Schöneich – Management Board Member
• Tomasz Kulik – Management Board Member
• Maciej Rapkiewicz – Management Board Member
• Małgorzata Sadurska – Management Board Member

Paweł Surówka tendered his resignation from the PZU Management Board as of 12 March 2020. Consequently, on the same day the Supervisory Board appointed Beata Kozłowska-Chyła to the position of President of the Management Board subject to obtaining the consent of the Polish Financial Supervision Authority. Until the consent is obtained Beata Kozłowska-Chyła is the acting President of the Management Board. On the dame day, the Supervisory Board appointed Małgorzata Kot to the position of Management Board Member, effective as of 1 June 2020.

Accordingly, from 12 March 2020 the Management Board composition was as follows: 

• Beata Kozłowska-Chyła – acting President of the Management Board
• Adam Brzozowski – Management Board Member
• Marcin Eckert – Management Board Member
• Elżbieta Häuser-Schöneich – Management Board Member
• Tomasz Kulik – Management Board Member
• Maciej Rapkiewicz – Management Board Member
• Małgorzata Sadurska – Management Board Member

On 15 April 2020, in connection with submission of the representation on withdrawal of consent to sit on the PZU Management Board by Małgorzata Kot, the Supervisory Board repealed the resolution on her appointment. On 15 April 2020, the Supervisory Board appointed Ernest Bejda to the position of Management Board Member, effective as of 4 May 2020.

Accordingly, from 4 May 2020 the Management Board composition was as follows: 

• Beata Kozłowska-Chyła – acting President of the Management Board
• Ernest Bejda – Management Board Member 
• Adam Brzozowski – Management Board Member
• Marcin Eckert – Management Board Member
• Elżbieta Häuser-Schöneich – Management Board Member
• Tomasz Kulik – Management Board Member
• Maciej Rapkiewicz – Management Board Member
• Małgorzata Sadurska – Management Board Member

On 9 September 2020, Elżbieta Häuser-Schöneich and Adam Brzozowski tendered their resignations. The Supervisory Board appointed Małgorzata Kot and Krzysztof Szypuła to the position of Management Board Members, effective as of 10 September 2020.

Accordingly, from 10 September 2020, the Management Board composition was as follows: 

• Beata Kozłowska-Chyła – acting President of the Management Board
• Ernest Bejda – Management Board Member
• Marcin Eckert – Management Board Member
• Małgorzata Kot – Management Board Member
• Tomasz Kulik – Management Board Member
• Maciej Rapkiewicz – Management Board Member
• Małgorzata Sadurska – Management Board Member
• Krzysztof Szypuła – Management Board Member

On 2 October 2020, the Polish Financial Supervision Authority gave consent to the appointment of Beata Kozłowska-Chyła to the position of President of the Management Board. Accordingly, from 2 October 2020 the Management Board composition was as follows: 

• Beata Kozłowska-Chyła – President of the Management Board
• Ernest Bejda – Management Board Member
• Marcin Eckert – Management Board Member
• Małgorzata Kot – Management Board Member
• Tomasz Kulik – Management Board Member 
• Maciej Rapkiewicz – Management Board Member
• Małgorzata Sadurska – Management Board Member
• Krzysztof Szypuła – Management Board Member

As at 31 December 2020 and up to the date of publication of this report, the Management Board composition did not change.

The current term of office of the PZU Management Board spans three full consecutive financial years from 2020 to 2022. The mandates of the Management Board Members will expire no later than on the date of the Shareholder Meeting approving the financial statements for the most recent full financial year of the discharge of their functions.

Beata Kozłowska-Chyła 

President of the PZU Management Board from 2 October 2020 (from 12 March 2020 to 1 October 2020 – acting President of the PZU Management Board)

Graduate of the Department of Law and Administration at the University of Warsaw. She received her doctoral degree in juridical science, and subsequently the scientific degree of habilitation. She is a lecturer in the Department of Law and Administration at the University of Warsaw in the Commercial Law Faculty. She practices as an attorney-at-law. She is a recommended arbitrator in the Court of Arbitration in the National Chamber of Commerce in Warsaw. In the past she served as a Supervisory Board member in PZU SA, TFI PZU SA and PTE PZU SA. She has been a member of the PZU SA Management Board twice. She also sat on the Management Board of PZU Życie SA. She worked as the Deputy Director of the Legal and Licensing Department in the Pension Fund Regulatory Authority and she served as the President of the Management Board of Polskie Wydawnictwo Ekonomiczne SA. Presently, she serves as the Chairwoman of the Supervisory Board of Bank Pekao S.A., the Chairwoman of the Supervisory Board of Grupa Lotos S.A., the Chairwoman of the Supervisory Board of PZU Życie SA and a Supervisory Board Member of Anwil S.A. She is a member of the Legislative Council of the Prime Minister and of the Business Council of the President of the Republic of Poland. She is also a member of the Audit Committee in the Polish Insurance Association and a member of the Supervisory Board of the Insurance Guarantee Fund. Author of tens of scientific publications on company law, securities law and insurance law published in reputable Polish and foreign magazines. She has also authored articles for the purpose of popularization.

Ernest Bejda

PZU Management Board Member since 4 May 2020 and PZU Group Director since 4 May 2020

Graduate of the Faculty of Law and Administration at the Maria Curie-Skłodowska University in Lublin. He completed prosecutor and advocate trainee programs. Prior to his employment in the PZU Group he worked in the General Customs Inspectorate in Warsaw, and then he ran his own advocate practice. He co-founded the Central Anti-Corruption Bureau in which he served as its Deputy Head (2006-2009), and then headed it up (2016-2020). Supervisory Board Chairman of PZU Centrum Operacji S.A., Supervisory Board Deputy Chairman of Alior Bank S.A. and Supervisory Board Member of TFI PZU S.A.

Marcin Eckert

PZU Management Board Member since 28 March 2019 / PZU Życie Management Board Member since 1 May 2019

Graduate of the Faculty of Law and Administration at the Nicolaus Copernicus University in Toruń, Advanced Management Program at the Harvard Business School and the Leadership Academy for Poland. Associated with the PZU Group since 2017, where he previously served as the Managing Director on Corporate Matters. He has practiced as an attorney-at-law since 2001. He specializes in commercial law, tax law and labor law. Prior to his employment in the PZU Group, he was a Senior Associate at Bird & Bird Szepietowski i wspólnicy (leader of the Benefits & Compensation practice). Also previously associated with TGC Tax Advisers sp. z .o.o. (Director of the Tax Department), Mazars & Guerard Audyt Sp. z o.o. (Director of the Law and Tax Department) and Ernst & Young (Senior Manager). Supervisory Board Member of Alior Bank S.A. in 2018-2020 and Supervisory Board Chairman of PZU Zdrowie SA. Presently, he sits on the Supervisory Board of Bank Pekao S.A. and Develia S.A.

Małgorzata Kot

PZU Management Board Member since 10 September 2020 / PZU Życie Management Board Member since 16 April 2020.

Graduate of the Department of Economic Sciences and Management at the Nicholas Copernicus University in Toruń. She completed her post-graduate studies at the Economic University in Poznań in the field of economic insurance and in the Warsaw School of Economics – the Professional Coach Academy. She is a manager with more than twenty years of experience in the insurance industry in the sales of life and non-life insurance. In 2001-2012 she held managerial positions in STU Ergo Hestia, PZU and HDI Asekuracja TU. Since 2012 she has been affiliated with TUiR Allianz Polska SA, where she served in the following functions: Director of the Department for Cooperation with Key Partners, Director of the Department for Cooperation with Multiagencies and Director of the Department for Cooperation with Key Partners and Bancassurance.

Tomasz Kulik

Member of the PZU Management Board since 14 October 2016 / in the PZU Życie Management Board since 19 October 2016.

Graduate of the Warsaw School of Economics. He also completed MBA studies at the University of Illinois and the Warsaw-Illinois Executive MBA program. Graduate of the Harvard Business School Advanced Management Program. A member of The Association of Chartered Certified Accountants (ACCA). Through most of his professional career, he was associated with the Aviva Group (formerly Commercial Union). Prior to his appointment to the PZU Management Board, he served as the Director of the Planning and Controlling Department. He prepared the PZU Group’s strategy in 2016-2020 and the capital and dividend policy. Supervisory Board Deputy Chairman of Alior Bank S.A. in 2017-2020. Supervisory Board Chairman of TFI PZU S.A. since 2017.

Maciej Rapkiewicz

Member of the PZU Management Board since 22 March 2016 / PZU Życie Management Board since 25 May 2016.

Graduate of the Faculty of Law and Administration at the University of Łódź and post-graduate studies in business insurance, an MBA in Finance and Insurance and risk management. Associated with the PZU Group intermittently since 1998. From 2006 to 2009 Management Board Member and then VicePresident of the TFI PZU SA Management Board. Since 2015 he has worked for TFI BGK S.A., serving as a Management Board Member. He was also the President of the ŁSSE S.A. Management Board. He sat on the supervisory boards of domestic and foreign companies in the PZU Group. Presently, he serves as the Supervisory Board Chairman of PTE PZU S.A. and Supervisory Board Member of LINK4 TU S.A.

Małgorzata Sadurska

Member of the PZU Management Board since 13 June 2017 / PZU Życie Management Board since 19 June 2017.

Graduate of the Law and Administration Faculty of the Maria Curie-Skłodowska University in Lublin and a postgraduate course in Organization and Management at the Lublin School of Business. She completed her Master of Business Administration studies at the Faculty of Management at the Lublin University of Technology and the Strategic Leadership Academy. From 2002 to 2005, she was a Member of the Puławy County Board. In 2005- 2015 she was a member of parliament in the Republic of Poland’s Sejm. She was also a member of the National Council of the Judiciary of Poland and Supervisory Board Chairwoman of the ZUS Social Insurance Institution. In 2007, she was the Secretary of the State on labor and social policy at the Prime Minister’s Office. In 2015-2017, she served as Head of the Chancellery of the President of the Republic of Poland. She serves as the Supervisory Board Chairwoman of PZU TUW and Supervisory Board Member of Bank Pekao S.A. and LINK4 TU S.A.

Krzysztof Szypuła

Member of the PZU Management Board since 10 September 2020 / PZU Życie Management Board since 10 September 2020.

Graduate of the University of Lodz with a specialization in econometrics and statistics and of the Summer School of Actuarial Science at the University of Warsaw. He has worked in the financial services industry for 29 years. He worked for a long time for the Nationale-Nederlanden (ING) Group where he worked from 1994 to 2010 in Poland, the United States and Australia gaining experience in actuarial matters, financial management, IT projects and operations. Before joining the PZU Group he was associated with the Polish Branch of Prudential plc from the United Kingdom where he was responsible for product development and management and then with Allianz Polska. In the management board of Allianz insurance companies he was initially responsible for life and health products and later for sales management. Before taking up the function of Management Board Member in PZU SA and PZU Życie SA he served in the capacity of Managing Director for Product Strategy.

Aleksandra Agatowska

President of the PZU Życie SA from 15 February 2021 (from 19 February 2020 to 14 February 2021 acting President of the PZU Życie SA, before that: 25 March 2016 Member of the PZU Życie Management Board), PZU Group Director since 20 February 2020 (before that: from 24 October 2019 to 19 February 2020 Member of the PZU Management Board and from 25 March 2016 to 23 October 2019 PZU Group Director).

Graduate of the Jagiellonian University majoring in Economic Sociology and Market Research and Executive MBA at the Kozminski University in Warsaw. She also completed the Education Program: Implementing Winnning Stategies (Columbia Business School), Managerial Finance (The London School of Economics and Political Science) and Strategic Change Management (Kellogg School of Management). She gained her professional experience working for ING Życie, ING Powszechne Towarzystwo Emerytalne and ING Spółka Dystrybucyjna. She also collaborated with the team of the Public Policy Evaluation and Analysis Center. For HDI (currently Warta S.A.), she managed the product marketing team, developing and executing sales support campaigns. Then she headed the Marketing Intelligence team at Sony Europe. At Philips S.A. she managed the Marketing and Business Intelligence team in 17 countries of the region. As an external consultant, she advised among others Aviva SA on the implementation of distribution channel projects. She also has experience in corporate governance. Currently, she serves as the Supervisory Board Chairwoman of Alior Bank S.A.

Bartłomiej Litwińczuk

PZU Życie SA Management Board Member and PZU Group Director since 19 August 2016.

Graduate of the Faculty of Law and Administration at the University of Warsaw. In 2009 he completed his advocate trainee program and passed the professional examination. Advocate in the Warsaw Bar Association. He specializes in civil law. He combines his business knowledge with extensive experience resulting from his provision of legal assistance services, in particular in cases related to commercial company law, copyright law, administrative law and criminal business law. In the past, he also served as an advisor to the Extraordinary Committee of the Sejm for changes in legal codes. He has experience in corporate governance. Moreover, he is a member of the regulatory authorities of commercial law companies.

Dorota Macieja

PZU Życie SA Management Board Member and PZU Group Director since 15 March 2017.

Graduate of Polish philology at the University of Warsaw. Associated with the PZU Group since 2016. As the director she supervised prevention and sponsoring in PZU SA and PZU Życie SA. In 2010-2016, she coordinated and managed publishing and film production projects. In 2008-2010, she served as deputy director and director of Channel 1 of Telewizja Polska SA. Earlier, in 2007, she headed TVP1’s News program. For many years, a journalist working for Tygodnik Solidarność, Wprost and Radio Free Europe. During martial law in Poland, she was associated with the underground publishing house “Wola”.

Group Directors

PZU and PZU Życie have in place a joint management model under which the positions of PZU Group Directors exist, the rules governing the establishment of which and the appointment to and dismissal from which are laid down in the organizational rules and regulations of these companies.

According to the adopted model, the persons discharging the functions of Management Board Members at PZU Życie are at the same time employed as PZU Group Directors at PZU and are in charge of the same business structures and areas at PZU and PZU Życie. Similarly, Members of the PZU Management Board may be simultaneously employed as PZU Group Directors in PZU Życie.

The following persons served as PZU Group Directors in PZU in 2020: 

• Aleksandra Agatowska (from 20 February 2020)
• Małgorzata Kot (from 16 April to 9 September 2020)
• Bartłomiej Litwińczuk
• Dorota Macieja
• Roman Pałac (to 12 March 2020)

The following persons served as PZU Group Directors in PZU Życie in 2020: 

• Adam Brzozowski (from 9 September 2020)
• Ernest Bejda (from 4 May 2020)

Management Board’s powers and operating rules

Standing committees 

In 2020, there were the following standing committees with participation of Management Board Members and PZU Group Directors:

PZU Pricing Committee

Data Governance Committee

Innovations Committee

Investment Committee

Cost Committee

PZU Group Risk Committee

Investment Risk Committee

Sponsorship, Prevention and CSR Committee

Property Sales Committee

Procurement Committee

Asset and Liability Committee

Crisis Management Team

Initiatives Management Committee

Functions discharged by Management Board Member and PZU Group Directors in standing committees: