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The compensation policy implemented by PZU supports attainment of short-term and long-term goals specified in the PZU Group strategy both in term of achieving financial objectives and the Company’s contribution to sustainable development

PZU practices applied to compensation help to recruit, motivate and retain members of supervisory and management bodies, senior management and key employees.

  • The Shareholder Meeting of PZU decides by way of resolutions on the policy of compensating PZU Supervisory Board and PZU Management Board members;
  • The PZU Supervisory Board takes into account recommendations of the Nomination and Compensation Committee to determine the compensation rules, and compensations of the PZU Management Board members, including its President. The compensation is related to the implementation of objectives determined under the PZU Group strategy, thereby it contributes to the attainment of the Company’s long-term goals;
  • The PZU Management Board determines the rules of compensating PZU Group Directors who are at the same time members of the PZU Życie Management Board as well as the policy for compensating senior management and other employees. The compensation policy comprises, in particular:
    • rules of determining and awarding compensation components for various employee groups;
    • special solutions pertaining to compensating employees whose work materially impacts the Company’s risk profile (“Authorized Persons”), in line with the requirements of the delegated regulation “Solvency II”..

The compensation for PZU Management Board Members is set by the Supervisory Board in a resolution. The compensation is composed of the fixed part, i.e. monthly base compensation, and the variable part. Both the fixed and the variable parts of compensation of PZU Management Board Members has to be within the limits referred to in Chapter 2 of the Compensation Policy for the PZU Management Board and Supervisory Board Members, which was adopted by the Shareholder Meeting of PZU in resolution no. 36/2020 of 26 May 2020.

The amount of compensation for the PZU Supervisory Board Members is determined directly by the PZU Shareholder Meeting. At present, the amount of compensation of PZU Supervisory Board Members is provided for in (12) of the above Compensation Policy for the PZU Management Board and Supervisory Board Members.

Compensation of Supervisory Board Members

  1. Policy for Compensating PZU Management Board and Supervisory Board Members adopted on 26 May 2020 under a resolution of the PZU Shareholder Meeting no. 36/2020.
  2. Resolution of the PZU Extraordinary General Meeting of 8 February 2017 on the rules for setting the compensation of the Supervisory Board Members (as amended).
  • The monthly compensation of Supervisory Board members is fixed and determined as the product of the base amount referred to in Article 1(3)(11) of the Act of 9 June 2016 on the Rules for Setting the Compensation of Persons Managing Some Companies (i.e. average monthly compensation in the corporate sector without distributions of bonuses from profit in Q4 of the previous year, announced by the President of Statistics Poland (GUS)), and the following multiplier of 2.75;
  • The monthly compensation of the Supervisory Board President is increased by 10%;
  • The monthly compensation of the Supervisory Board Deputy President is increased by 9%;
  • The monthly compensation of the Supervisory Board Secretary is increased by 8%;
  • The monthly compensation of the chairs of committees at the Supervisory Board is increased by 9%;
  • Additional compensation due for holding the role of the chair, deputy chair or secretary of the Supervisory Board and chairs of committees do not add up.

Compensation of Management Board Members

  1. Policy for Compensating PZU Management Board and Supervisory Board Members adopted on 26 May 2020 under a resolution of the PZU Shareholder Meeting no. 36/2020
  2. Resolution no. 4 of the PZU Extraordinary General Meeting of 8 February 2017 on on the rules for setting the compensation of the Management Board Members (as amended)
  3. Management Services Provision Agreements pertaining to detailed solutions
  • The compensation of Management Board Members is composed of a fixed part, i.e. monthly base compensation, and a variable part;
  • Fixed compensation is within the range of seven times to fifteen times the basis of assessment (i.e. average monthly compensation in the corporate sector without distributions of bonuses from profit in Q4 of the previous year, announced by the President of Statistics Poland (GUS)), referred to in Article 1(3)(11) of the Act of 9 June 2016 on the Rules for Setting the Compensation of Persons Managing Certain Companies;
  • The amount of fixed compensation is set by the Supervisory Board;
  • The variable part of compensation depends on the attainment of management objectives, determined every year by the Supervisory Board, and may not exceed 100% of the annual fixed compensation from the previous year for the calculations of the due variable compensation are made.
  • The main management objectives pertain to, in particular:
    • mprovement of economic and financial indicators;
    • taking measures which account for social interests, including those which allow the Company to contribute to environmental protection;
  • The management objectives are determined taking into consideration strategic objectives and indicators of their performance specified in the PZU Group Strategy;
  • The variable compensation is due when:
    • the Supervisory Board determines that all conditions for granting the variable compensation have been satisfied,
    • the Shareholder Meeting approves the Company’s Activity Report and the financial statements for the previous financial year,
    • the Shareholder Meeting grants discharge for the completion of obligations;
  • The payment of 40% of the variable compensation is deferred for the period of up to 36 months, out of which 1/3 is paid gradually, with the expiration of 12, 24 and 36 months from the date it was granted for a given financial year, provided that during this period no circumstances arise that prove that the conditions for payment of a given portion of variable compensation have not been satisfied;
  • The Company has the right to a claim for reimbursement (either in full or in the relevant part) of the variable compensation paid if, after its payment, it is shown that (either in full or in the relevant part, respectively) it was granted to a Management Board member on the basis of data that proved untrue;
  • In the event that an agreement with a Management Board member is dissolved or terminated for reasons other than violation of the basic obligations, the Management Board member may also be awarded severance pay of not more than three times the fixed compensation, provided that the member held their function for at least 12 months prior to agreement termination. The severance pay is not due to a Management Board member in the event that after agreement termination that person continues to perform or assumes the function of Management Board Member of a company within the PZU Group;
  • The Supervisory Board may also award by way of agreement with a Management Board member the right to the same benefits as those due to employees, in particular, supplementary retirement and disability or early retirement plans.
  • Improvement of economic and financial indicators, such as the PZU Group financial result attributable to the parent company, return on equity (ROE);
  • Taking measures which account for social interests, including those which allow the Company to contribute to environmental protection;
  • Increase in the PZU Group value determined as the level of implementation of key measures of the PZU Group Strategy, presenting the value of PZU Group, for instance the net financial result of the banking segment attributable to the PZU Group, operating margin of group insurance and individually continued insurance.

Compensation of PZU Group Directors in PZU or PZU Life, being at the same time members of the Board of Directors in PZU Life, respectively or PZU (Manager)

Management Services Provision Agreements and the resolution of the PZU Management Board in connection with the Act of 9 June 2016 on the Rules for Shaping the Compensation of Persons Managing Some Companies.

  • The total compensation due to PZU Group Directors is composed of the fixed compensation and variable compensation;
  • Fixed compensation constitutes flat monthly base compensation that:
    • is determined taking into account the scale of the Company’s operations, in particular its assets, generated income and employment figures,
    • may not exceed the reference limit set under Article 4(1) of the Act of 9 June 2016 on the Rules for Shaping the Compensation of Persons Managing Some Companies, subject to situations referred to in Article 4(3) of the same Act;
  • Variable compensation constitutes supplementary compensation for a given financial year that:
    • depends on the level of attainment of management objectives,
    • may not exceed 100% of the annual fixed compensation from the previous year for the calculations of the due variable compensation are made;
  • A material portion of variable compensation is granted as deferred variable compensation. Deferred variable compensation is deferred for three years, and after 12, 24 and 36 months from the date it was granted the Manager may acquire the right to 1/3 portion of the deferred variable compensation for a given year, after the terms and conditions referred to in the Agreement are met;
  • The Company has the right to a claim for reimbursement (either in full or in the relevant part) of the variable compensation paid if, after its payment, it is shown that (either in full or in the relevant part, respectively) it was granted to the Manager on the basis of data that proved untrue.

Compensation of senior management and Authorized Persons*

  1. Compensation policy of PZU adopted by the PZU Management Board in 2016, amended in 2021 and in 2022. The amendment introduced provisions defining the ESG Strategy and took account of the assessment of attainment of ESG Strategy goals as one of the criteria affecting the amount of variable compensation.
  2. Employment agreements.
  • The compensation of senior management and Authorized Persons is composed of a fixed and a variable portion;
  • The relation of the base compensation to variable compensation is appropriately balanced and allows for a flexible variable compensation policy, including reducing or not awarding variable compensation;
  • Variable compensation is determined differently for different groups of employees;
  • The rules governing variable compensation aim to support proper and efficient risk management, discourage excessive risk-taking, and assist in the implementation of the PZU Group’s Strategy.
  • The basis for determining the amount of variable compensation is the assessment of results of work provided by the employee and a given organizational unit in connection with overall results of the Company. Assessment of individual results accounts for financial and non-financial criteria;
  • In the case of Authorized Persons, it is possible to defer a material portion of variable compensation. Deferred compensation is deferred for three years, and after 12, 24 and 36 months from the date it was granted the Authorized Persons may acquire the right to 1/3 portion of the deferred variable compensation for a given year;
  • Senior managers and Authorized Persons may receive employee benefits, such as: Employee Pension Scheme – the employer’s contribution is equal to 7% of the employee’s compensation; benefits from the Company Social Benefit Fund; comprehensive private medical care services provided by PZU Zdrowie, group life insurance on preferential terms; special discounts on selected products offered by PZU; access to the PZU Cash platform; promotional terms for employees signing up for IRSA under DFE PZU.

* Authorized Persons are employees whose work materially impacts the Company’s risk profile, in line with the requirements of the delegated regulation “Solvency II”

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