Governing and supervisory bodies of PZU and PZU Życie

Shareholder Meeting – PZU’s highest corporate body;

Objective
Regulations

The Shareholder Meeting adopts decisions regarding PZU’s organization and operation.

It operates on the basis of the Commercial Company Code, PZU’s Articles of Association and the
Rules and Regulations of the PZU Shareholder Meeting; resolutions are adopted by an absolute majority of votes, except in special cases provided for in the relevant laws.

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Supervisory Board

The Supervisory Board continually supervises PZU’s operations.

Its organization and operation are laid down in the Commercial Company Code, PZU’s Articles of Association and PZU Supervisory Board’s Rules and Regulations.

Seven to eleven Members with relevant competences to serve as the supervisory body; Supervisory Board members do not hold high-level positions in the organization.

Supervisory Board members are appointed by the Shareholder Meeting for a joint term of office which lasts three consecutive full financial years.

Supervisory Board candidates are assessed in terms of their suitability for the Supervisory Board and the PZU SA Audit Committee, adopted by the Shareholder Meeting. The candidate verification process is carried out based on the following criteria: competence, trustworthiness, including reputation and credibility, independence of the Supervisory Board Member, independence of judgment, including the absence of conflicts of interest and devoting sufficient time to serve as a Supervisory Board Member.

A candidate for a Member of the Supervisory Board should have a relevant educational background, particularly in insurance, banking or finance, economics, law, accounting, auditing, management, mathematics, physics, computer science, administration, financial regulation, information technology and quantitative methods. It is important that the person being assesses has specific professional credentials, in particular the credentials of an actuary, auditor, investment advisor, legal counsel or attorney. The assessment of suitability also takes into account the diversity policy adopted by the Shareholder Meeting for Members of PZU bodies.

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The powers of the Supervisory Board include continuous supervision over the ongoing operations and development of PZU in all areas of its business, also in terms of identification and management of the impact that the organization has on the economy, environment and people. The Supervisory Board may delegate its Members to fulfill specific supervising activities on their own; appoint temporary or standing committees of the Supervisory Board composed of Supervisory Board Members to perform certain supervisory activities (Supervisory Board committee). In order to perform its obligations, the Supervisory Board may inspect all Company documentation, revise the Company’s property and request that the Management Board, commercial proxy [prokurent] and persons hired by the Company under employment agreement or performing work for the Company on a regular basis under a specific-work agreement, service agreement or another, similar agreement, compile or provide any and all information, documents, statements or explanations regarding the Company, in particular its operations and property. Such request may also relate to information, statements or explanations regarding affiliates and subsidiaries that such a body or person is in possession of.

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Supervisory Board – suitability assessment

Supervisory Board Members undergo suitability assessment regularly – at least once a year.

The assessment is conducted by the Shareholder Meeting on the basis of the report submitted by the Supervisory Board. The periodic individual suitability assessment of Supervisory Board Members comprises verification based on the following criteria:

competence;
guarantee, including reputation and reliability;
independence of the Supervisory Board Member;
independent judgment, including no conflict of interest, and sufficient time dedication to the position of the Supervisory Board Member.

The suitability assessment result may be:

positive;

positive with recommendation;

negative.

If the suitability assessment is positive with recommendation, some remedies will be indicated to be implemented by the Member within a specified time. Relevant remedies may include, in particular: taking actions to minimize conflict of interest, organizing training for individual Supervisory Board Members or the entire Supervisory Board, in order to ensure appropriate individual and collective suitability.

If the individual suitability assessment of a Supervisory Board Member is negative, the Shareholder Meeting takes necessary actions to ensure individual suitability, in particular it may issue recommendations on training for some or all Supervisory Board Members, or remove a given Member from the Supervisory Board.

At present, all Members of the Supervisory Board had a positive suitability assessment.

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PZU Supervisory Board’s activity in 2022

In 2022, the Supervisory Board held 17 meetings, at which it adopted 174 resolutions. It also adopted 9 resolutions between meetings by written procedure. These resolutions pertained to all the areas of the PZU’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 2022, 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 PZU’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 2021–2024 on an ongoing basis. In connection with the amendments to the Commercial Company Code, the Supervisory Board adopted a resolution on establishing rules for the provision of information by the Management Board of PZU on the main areas of the company’s operations, as referred to in Article 3801. The Board received information on the subject of resolutions adopted by PZU’s Management Board and significant events in the conduct of the company’s affairs, particularly in the operational, investment and personnel areas, including with regard to subsidiaries, which fulfilled its obligations under Article 3801 of the Commercial Company Code.

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Supervisory Board of PZU and PZU Życie as at 31 December 2022*

PZU	PZU Życie
Robert Jastrzębski Supervisory Board Chair, independent Member	Beata Kozłowska-Chyła Supervisory Board Chair
Paweł Górecki Supervisory Board Deputy Chair, independent Member	Piotr Głod Supervisory Board Deputy Chair
Robert Śnitko Supervisory Board Secretary, independent Member	Marcin Szuba Supervisory Board Secretary
Marcin Chludziński Supervisory Board Member, independent Member	Marta Bekus-Majewska Supervisory Board Member
Agata Górnicka Supervisory Board Member, independent Member	Beata Bieńkowska Supervisory Board Member
Elżbieta Mączyńska-Ziemacka independent Supervisory Board Member	Norbert Dworak Supervisory Board Member
Krzysztof Opolski independent Supervisory Board Member	Marcin Kowalczyk Supervisory Board Member
Radosław Sierpiński Supervisory Board Member	Kamil Kowaleczko Supervisory Board Member
Piotr Wachowiak independent Supervisory Board Member	Joanna Szandorowska Supervisory Board Member
Józef Wierzbowski independent Supervisory Board Member
Maciej Zaborowski independent Supervisory Board Member

* The current compositions of the Supervisory Board of PZU and PZU Życie is available at www.pzu.pl

In addition, the Board also received information on the measures implemented by PZU in connection with the COVID-19 pandemic, as well as information on the activities of Ukrainian PZU Group companies and the assistance provided to Ukraine in connection with the ongoing armed conflict in that country.

The Supervisory Board meetings in 2022 were held in the hybrid form – some Supervisory Board Members participated in the meetings on site and some remotely.

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Management Board

The Management Board is the Company’s statutory body responsible for conducting its affairs and representing it before third parties. It exercises any and all rights related to managing PZU which are not otherwise reserved by law or the provisions of the Articles of Association to the Shareholder Meeting or the Supervisory Board. It acts to integrate and develop the PZU Group and its entities. In its actions, the Management Board respects internal regulations of members of the PZU Group. As the statutory body, it exercises all the powers related to managing the Company, except for the powers reserved for the Scope and the Shareholder Meeting by the prevailing provisions of law and the Company Articles of Association.

The Management Board adopts its rules and regulations (Rules and Regulations of the PZU Management Board) to govern the organization and operation of the Management Board. The Rules and Regulations of the Management Board are approved by the Supervisory Board.

Three to eight Members appointed for a joint term of office spanning three consecutive full financial years, who share between them the adequate knowledge, experience and skills to supervise PZU’s operations, and in particular they collectively have relevant qualifications in terms of their knowledge of the insurance market and financial markets, business strategy and model, management system, financial and actuarial analysis, legal frameworks and requirements for the operation of PZU and corporate governance followed by the Company.

Two Management Board members acting jointly or one Management Board member acting with a commercial proxy.

Management Board Members, including its President, are appointed by the Supervisory Board after the recruitment procedure has been completed to verify and assess qualifications of the candidates and choose the best candidate. The assessment of the candidates primarily relies on verifying whether they meet the criteria provided for in the PZU Articles of Association and the prevailing provisions of law. Consideration is also given to the diversity policy adopted by the Shareholder Meeting for Members of PZU bodies.

Management Board candidates are assessed on the basis of the Management Board suitability rules adopted by the Shareholder Meeting. The candidate verification process is based on the following criteria: competence, guarantee (of reputation and reliability), independent judgment (including no conflict of interest) and sufficient time dedication to the position of the Management Board Member. A candidate for a Member of the Management Board should have a university degree, particularly in insurance, banking or finance, economics, law, accounting, auditing, management, mathematics, physics, computer science, administration, financial regulation, information technology and quantitative methods. It is important that the person being assesses has specific professional credentials, in particular the credentials of an actuary, auditor, investment advisor, legal counsel or attorney. The assessment of suitability also takes into account the diversity policy adopted by the Shareholder Meeting for Members of PZU bodies.

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PZU Management Board Members exercise oversight with respect to processes within their areas, the scope of which is set out by the CEO in an order on organizational oversight performed in the Company by PZU Management Board Members and entrusting the functions of the Heads of Divisions. The document in detail regulates the responsibility of the respective Management Board Members for oversight with respect to individual PZU organizational structures.

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Management Board – suitability assessment

The individual suitability assessment of Management Board Members is conducted by the Supervisory Board, as this is their appointing body. The assessment is separate for each Management Board Member, and it is not required to prepare a written report which comprises suggested results.

The periodic individual suitability assessment of Management Board Members comprises verification based on the following criteria:

competence;
guarantee, including reputation and reliability;
independent judgment, including no conflict of interest, and sufficient time dedication to the position of the Management Board Member.

The analysis of the documentation required for the suitability assessment of Management Board Members is conducted by the Nomination and Compensation Committee of the Supervisory Board, which also submits to the Supervisory Board a proposal for the assessment of the individual suitability of each Management Board Member. Based on the submitted assessment proposals, the Supervisory Board makes the final suitability assessment.

The Management Board Member suitability assessment result may be:

positive;
positive with recommendation;
negative.

If the suitability assessment is positive with recommendation, some remedies will be indicated to be implemented by the Member within a specified time. Relevant remedies may include, in particular: taking actions to minimize conflict of interest, organizing training for individual Management Board Members or the entire Management Board, in order to ensure appropriate individual and collective suitability.

If the individual suitability assessment of a Management Board Member is negative, the Supervisory Board takes necessary actions to ensure individual suitability, in particular it may issue recommendations on training for some or all Management Board Members, or remove a given Member from the Management Board.

The term of office of the PZU Management Board, encompassing the financial years 2020–2022, ended on 31 December 2022. On 16 December 2022, the PZU Supervisory Board appointed the Management Board for another term of office beginning 1 January 2023 and encompassing three full financial years 2023- 2025. The individual and collective suitability assessments of PZU Management Board confirmed that both each Member of the Management Board and the Management Board as a whole have the appropriate knowledge and skills and meet all the suitability criteria necessary to perform their functions.

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Management Board of PZU and PZU Życie as at 31 December 2022*

PZU	PZU Życie
Beata Kozłowska-Chyła President of the Management Board	Aleksandra Agatowska President of the Management Board;
Ernest Bejda Management Board Member	Ernest Bejda Management Board Member
Małgorzata Kot Management Board Member	Andrzej Jaworski Management Board Member
Krzysztof Kozłowski Management Board Member	Małgorzata Kot Management Board Member
Tomasz Kulik członek Zarządu	Tomasz Kulik Management Board Member
Piotr Nowak Management Board Member	Bartłomiej Litwińczuk Management Board Member
Maciej Rapkiewicz Management Board Member	Dorota Macieja Management Board Member
Małgorzata Sadurska Management Board Member	Maciej Rapkiewicz Management Board Member
	Krzysztof Szypuła Management Board Member

* The current compositions of the Management Board of PZU and PZU Życie is available at www.pzu.pl

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Group Directors

PZU and PZU Życie have a common management model, under which there are positions of PZU Group Directors. The rules for the creation and appointment and dismissal of these positions are set forth in the companies’ organizational regulations.

According to the adopted model, persons serving as PZU Życie Management Board Members may simultaneously be employed as PZU Group Directors in PZU. Similarly, persons serving as Members of the PZU Management Board may be simultaneously employed as PZU Group Directors in PZU Życie. In the adopted model, PZU Group Directors in PZU / PZU Życie are responsible for the same structures and business areas for which they are responsible as PZU / PZU Życie Management Board Members.

PZU Group Directors at PZU who are Management Board Members of PZU Życie, and PZU Group Director at PZU Życie who are Management Board Members of PZU, and the senior management reporting directly to PZU and PZU Życie Management Board Members in line with their substantive scopes actively support the PZU and PZU Życie Management Boards in preparing the strategy, strategic objectives, including ESG goals, and any and all Company internal regulations.

The following persons served as PZU Group Directors in PZU in 2022:

Aleksandra Agatowska
Bartłomiej Litwińczuk
Dorota Macieja
Krzysztof Szypuła (from 4 February 2022 to 31 December 2022)
Andrzej Jaworski (from 15 April 2022)

The following persons served as PZU Group Directors in PZU Życie in 2022:

Krzysztof Kozłowski
Małgorzata Sadurska (from 15 April 2022)
Piotr Nowak (from 28 April 2022)

Sylwia Matusiak took over the position of PZU Group Director in PZU on 1 January 2023.

Małgorzata Skibińska took over the position of PZU Group Director in PZU and PZU Życie on 1 February 2023.

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Scopes of responsibility of Management Board Members

Name	Function in the PZU Group	Scope of responsibility (as at 31 December 2022)
Beata Kozłowska- Chyła	President of the PZU Management Board since 2 October 2020 / Acting President of the PZU Management Board from 12 March to 1 October 2020	internal audit, compliance, PZU Group strategy, strategic analysis, corporate communication, reinsurance
Aleksandra Agatowska	Member of the PZU Management Board from 24 October 2019 until 19 February 2020 / PZU Group Director at PZU from 25 March 2016 to 23 October 2019, and again since 20 February 2020 President of the PZU Życie Management Board since 15 February 2021 / Acting President of the PZU Życie Management Board from 19 February 2020 to 14 February 2021 / Member of the PZU Życie Management Boardfrom 25 March 2016	PZU and PZU Życie: client experience managementPZU Życie: internal audit, compliance, PZU Group strategy, strategic analysis, corporate communication, reinsurance, support for customer service processes
Ernest Bejda	Member of the PZU Management Board since 4 May 2020 Member of the PZU Życie Management Board since 25 August 2021 / PZU Group Director at PZU Życie from 4 May 2020 to 24 August 2021	PZU and PZU Życie: security, purchasing, analysis and efficiency of processes, insurance operations, claims and benefits handling, assistance, remote customer service, digitization of processes, development of digital services and platforms, after-sales customer service
Małgorzata Kot	Member of the PZU Management Board since 10 September 2020 / Director of the PZU Group at PZU from 16 April to 9 September 2020Member of the PZU Życie Management Board since 16 April 2020	PZU and PZU Życie: PZU branch network management, retail sales (channels: exclusive, multi-agency, brokerage), remote sales, retail distribution strategy, retail sales support, sales analysisPZU: retail sales (dealer channel)PZU Życie: agency sales, corporate sales
Krzysztof Kozłowski	PZU Management Board Member since 4 August 2021 PZU Group Director at PZU Życie since 4 August 2021	PZU and PZU Życie: corporate management, corporate governance in the PZU Group, administration, project managementPZU: business development of the PZU Group
Tomasz Kulik	Member of the PZU Management Board since 14 October 2016 Member of the PZU Życie Management Board since 19 October 2016	PZU and PZU Życie: actuarial science, finance
Piotr Nowak	Member of the PZU Management Board since 28 April 2022 PZU Group Director at PZU Życie since 28 April 2022	PZU and PZU Życie: investment, IT, innovation
Maciej Rapkiewicz	Member of the PZU Management Board since 22 March 2016 Member of the PZU Życie Management Board since 25 May 2016	PZU and PZU Życie: risk
Małgorzata Sadurska	Member of the PZU Management Board from 13 June 2017 PZU Group Director at PZU Życie since 15 April 2022 / Member of the PZU Życie Management Board from 19 June 2017 to 14 April 2022	PZU and PZU Życie: assurbanking, bancassurance and strategic partnership programs, corporate business development, marketing, sponsorship, preventionPZU: corporate sales, corporate product management, analysis, underwriting and risk assessment of corporate insurance, financial risk insurance, corporate business servicesPZU Życie: protection banking products, investment products, investment product sales
Krzysztof Szypuła	PZU Group Director at PZU from 4 February 2022 to 31 December 2022 / Member of the PZU Management Board from 10 September 2020 to 4 February 2022 Member of the PZU Życie Management Board from 10 September 2020 to 31 December 2022	PZU and PZU Życie: health product management, strategic management of product offering, underwriting, actuarial tariff, CRMPZU: management of mass products and insurance programsPZU Życie: management of group and individual products
Andrzej Jaworski	Member of the PZU Życie Management Board since 15 April 2022 PZU Group Director at PZU since 15 April 2022	PZU and PZU Życie: health insurance
Bartłomiej Litwińczuk	Member of the PZU Życie Management Board since 19 August 2016 PZU Group Director at PZU since 19 August 2016	PZU and PZU Życie: HR, consulting and legal services
Dorota Macieja	Member of the PZU Życie Management Board since 15 March 2017 PZU Group Director at PZU since 15 March 2017	PZU and PZU Życie: sustainable development, customer communication, real estate