The committees of the Supervisory Board, during their regular meetings in 2022, discussed in detail the most important issues in the company’s various business areas,
which, in accordance with applicable regulations, require approval by the Supervisory Board, and provided the Supervisory Board with information on the committee’s work, as required by the Commercial Company Code, as amended by the Act of 9 February 2022, amending the Commercial Company Code and certain other acts.
Audit Committee
The Audit Committee was appointed by a Supervisory Board resolution of 3 June 2008.
The Audit Committee includes at least three members. At least one Member of the Audit Committee should be qualified in accounting or auditing. Furthermore, the majority of the Audit Committee Members, including the chairperson, should meet the independence criteria set forth in the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Supervision (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. It 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 PZU, whereby the requested activities may be performed by an internal unit or external entity.
Composition of the Audit Committee in 2022
| Composition of the Audit Committee | |||
| Position | 1 January 2022 | 23 November 2022 | 31 December 2022 |
| Chairman | Krzysztof Opolski | Krzysztof Opolski | Krzysztof Opolski |
| Member | Marcin Chludziński | Marcin Chludziński | Marcin Chludziński |
| Member | Robert Śnitko | Robert Śnitko | Robert Śnitko |
| Member | Maciej Zaborowski | Piotr Wachowiak | Piotr Wachowiak |
| Member | – | Maciej Zaborowski | Maciej Zaborowski |
- monitoring the PZU’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 PZU, 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;
- providing advice and issuing opinions within the scope of the Supervisory Board’s powers relating to the activities specified in the four items above and to the extent permitted by the prevailing provisions of law and the PZU’s internal regulations;
- 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 PZU or entities from the PZU 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 PZU and the PZU 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;
- submitting recommendations aimed at ensuring the reliability of the financial reporting process in PZU;
- supervising the compliance function;
- monitoring introduction of changes in PZU 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.
The year 2022 also saw several changes in the composition of the Audit Committee: On 23 November 2022, Piotr Wachowiak was appointed to the Audit Committee.
Knowledge, skills and experience of Audit Committee members including the way in which they were acquired
All Members of the Audit Committee have made a declaration of independence within the meaning of Article 129(3) of the Act on Statutory Auditors, Audit Firms and Public Supervision, and of having knowledge and skills in the industry in which PZU operates.
Krzysztof Opolski, Marcin Chludziński, Robert Śnitko and Piotr Wachowiak were designated as Members holding qualifications in accounting or auditing financial statements.
The Members of the Audit Committee collectively have knowledge and skills in the insurance industry, which derive, among other things, from their education, work experience and functions held.
a Member of PZU’s Supervisory Board since 24 May 2019, is a professor, doctor of economics.
Former long-term head of the Department of Banking, Finance and Accounting 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.
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 has many years of experience on managerial and supervisory positions in commercial law companies.
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.
Member of PZU’s Supervisory Board since 1 September 2022, is a doctor of economics. Graduate of the Main School of Planning and Statistics at the Faculty of Domestic Trade. Currently a Rector of the Warsaw School of Economics and Director of the Institute of Management. Also serves as: Vice-Chairman of the Committee on Organization and Management Sciences of the Polish Academy of Sciences, Vice-Chairman of the Conference of Rectors of Economic Universities and Chairman of the Conference of Rectors of Warsaw Universities.
PZU Supervisory Board Member since 7 January 2016, advocate and judge of the State Tribunal. Graduate of 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 General Counsel to the Republic of Poland. He has experience on supervisory positions in commercial law companies.
In 2022, the Audit Committee held 13 meetings.
Key issues addressed by the Audit Committee in 2022 covered the discussions on:
- the risk report for Q4 2021 and for Q1–3 2022;
- the report on the use of the limit and concentration thresholds in the PZU financial conglomerate as at the end of 2021 and the first three quarters of 2022;
- the results of PZU’s and PZU Group’s own risk and solvency assessment;
- the annual report on the Internal Audit Department’s activity in 2021;
- the findings of external inspections conducted in PZU in 2021;
- the report on the Internal Audit Department’s activity in Q4 2021 and Q1–3 2022;
- the draft audit plan for 2022;
- the Financial Plan of PZU and the PZU Group for 2022;
- the Financial Plan of PZU and the PZU Group for 2023 according to IFRS 4;
- the results of PZU and the PZU Group for 2021, the H1 2022 and Q1 and Q3 2022;
- the additional report for the Audit Committee;
- the draft PZU Supervisory Board report on its assessment of PZU’s financial statements for the year ended 31 December 2021, the consolidated financial statements of the PZU Group for the year ended 31 December 2021, the Management Board report on the activity of the PZU Group and PZU in 2021 and the Management Board’s motion to distribute PZU SA’s net profit for the year ended 31 December 2021;
In 2022, the Committee made recommendations to the Supervisory Board on:
- amending a policy for the selection of an audit firm to perform the audit;
- amending a procedure for the selection of an audit firm;
- selecting the audit firm PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt Sp.k. to audit and review the financial statements and audit the solvency and financial standing reports of PZU and PZU Group for the five financial years 2024–2028, with an option to extend the agreement for two more financial years 2029–2030;
- approving the PZU Group’s risk management strategy;
- assessing the solvency and financial standing report of PZU for the year ended 31 December 2021;
- assessing the solvency and financial standing report of the PZU Group for the year ended 31 December 2021;
made the assessment of:
- PZU’s financial statements and the PZU Group’s consolidated financial statements for the year ended 31 December 2021, and the Management Board’s report on the activity of the PZU Group and PZU in 2020, with the report on non-financial information;
- the PZU Management Board’s motion to the Shareholder Meeting to distribute PZU’s net profit for the year ended 31 December 2021;
and accepted the Audit Committee’s report on its activity in 2021.
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 Group entities. 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 PZU 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 tasks of the Nomination and Compensation Committee include, in particular, issuing opinions and presenting recommendations to the Supervisory Board with regard to its decisions made with regard 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.
Composition of the Nomination and Compensation Committee in 2022
As a result of Paweł Mucha’s resignation as Chairman of the PZU Supervisory Board and the Member of the PZU Supervisory Board on 31 August 2022, his Membership in the Nomination and Compensation Committee also ceased on 31 August 2022.
Robert Jastrzębski, Elżbieta Mączyńska-Ziemacka and Paweł Mucha submitted declarations that they meet the independence criteria set forth in the Best Practices of WSE Listed Companies 2021.
Composition of the Nomination and CompensationCommittee
| Composition of the Nomination and Compensation Committee | |||
|---|---|---|---|
| 1 January 2022 | 1 September 2022 | 31 December 2022 | |
| Position | |||
| Chairman | Robert Jastrzębski | Robert Jastrzębski | Robert Jastrzębski |
| Member | Paweł Górecki | Paweł Górecki | Paweł Górecki |
| Member | Agata Górnicka | Agata Górnicka | Agata Górnicka |
| Member | Elżbieta Mączyńska-Ziemacka | Elżbieta Mączyńska-Ziemacka | Elżbieta Mączyńska-Ziemacka |
| Member | Paweł Mucha | Radosław Sierpiński | Radosław Sierpiński |
| Member | Radosław Sierpiński | – | – |
In 2022, the Nomination and Compensation Committee held 13 meetings.
Key issues addressed by the Nomination and Compensation Committee in 2022 involved:
- defining the Management Objectives for the Company’s Management Board Members for 2022;
- conducting a recruitment procedure for a new Member of the PZU Management Board for a joint term of office encompassing three full financial years 2020–2022;
- discussing a Report on implementation of the Compensation Policy for the PZU Management Board and Supervisory Board Members;
- submitting a recommendation to the PZU Supervisory Board on the Diversity Policy for Members of PZU bodies;
- submitting a recommendation to the PZU Supervisory Board on giving consent to pay Members of the PZU Management Boards of deferred variable compensation under management services provision agreement for 2017, 2018, 2019, 2020 and 2021;
- assessing the attainment of Management Objectives for 2021 and variable compensation of PZU Management Board Members for 2021;
- discussing the Supervisory Board Report on Compensation of PZU Management Board and Supervisory Board Members for 2021;
- discussing the PZU Management Board Report on the implementation of the Compensation Policy for the PZU Management Board and Supervisory Board Members for the period from 1 July 2021 to 30 June 2022;
- carrying out an assessment of suitability of PZU Supervisory Board Members and Audit Committee Members (individual and collective assessment);
- conducting a recruitment procedure for the President of the Management Board and Members of the PZU Management Board for a new term of office beginning 1 January 2023 and encompassing three full financial years 2023–2025;
- assessing the suitability of PZU Management Board Members (individual and collective assessment);
Strategy Committee
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). The Committee submits recommendations to the Supervisory Board on planned investments with a significant impact on PZU’s assets.
| Composition of the Strategy Committee | ||
| In 2022, the composition of the Committee did not change. | 1 January 2022 | 31 December 2022 |
| Position | ||
| Chairman | Robert Śnitko | Robert Śnitko |
| Member | Marcin Chludziński | Marcin Chludziński |
| Member | Agata Górnicka | Agata Górnicka |
| Member | Robert Jastrzębski | Robert Jastrzębski |
| Member | Maciej Zaborowski | Maciej Zaborowski |
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 PZU’s participation in other entities and accepting the Management Board’s motions on these matters;
- 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.
In 2022, the Strategy Committee held 2 meetings.
The Strategy Committee in 2022 was in charge of discussing semi-annual reports on the implementation of the PZU Group Strategy for 2021–2024.
Most Committee meetings were attended also by the remaining Supervisory Board Members.