Supervisory Board

Supervisory Board

The Supervisory Board is a governing body elected for a fixed term and exercising supervision over the activity of the Bank, whose term of office is three years. The Supervisory Board operates under legal regulations, the Articles of Association of the Bank, resolutions of the General Meeting of Shareholders as well as the Bylaws available on the Bank’s website. The competences of the Supervisory Board comprise, in particular, appointment and recalling of the Members of Management Board (by an ordinary majority of votes) and determination of their remuneration principles.

The meetings of the Supervisory Board are held at least once a quarter and when needed the Supervisory Board adopts resolutions by a simple majority of votes with at least half of the Supervisory Board Members present. In the case of equal votes the Chairman of the Supervisory Board has a casting vote.

The Supervisory Board of the Bank is composed of at least five Members elected by the General Meeting of Shareholders, of whom at least half, including the Chairman, are of Polish nationality.

In the reporting period the following persons comprised the Supervisory Board of the Bank:

Bogusław Kott – Chairman of the Supervisory Board

Mr. Bogusław Kott graduated from the Foreign Trade Faculty at SGPiS (present name SGH - Warsaw School of Economics) in Warsaw. For many years he worked at the Ministry of Finance, specializing in foreign trade financing.

He co-founded and co-organised Bank Millennium S.A., and from 1989 when the Bank was established, till 24 October 2013 was Chairman of the Management Board. Currently, he is the Chairman of the Supervisory Board of Bank Millennium S.A.

Mr Bogusław Kott also sits in the Supervisory Board of Yareal Polska Sp. z o.o.

Maciej Bednarkiewicz – Deputy Chairman of the Supervisory Board

Mr. Maciej Bednarkiewicz graduated from the Law Faculty at the University of Warsaw. He started his lawyer's practice in 1969. He was also a lecturer for trainee attorneys, Chairman of the Supreme Bar Council, Member of the Sejm of the 10th term, Member of its Constitutional Committee and Vice-Chairman of the Regulations Committee.

In 1991-1993 he was an advisor to the Head of the Sejm's Chancellery. Furthermore, he was Member of the Legislative Council at the Council of Ministers. In the years 1991-2003 he was a judge of the Tribunal of State.

From 8 September 1993 till 5 January 2001 he was Member of the Supervisory Board of BIG BANK  Spółka  Akcyjna. From 20 February 1995 till 24 October 2013 he was the Chairman and currently he is Deputy Chairman of the Supervisory Board of Bank Millennium S.A. He is also the Deputy Chairman of the Supervisory Board of PBG S.A.

He is a lawyer specializing in banking cases. He has a law office.

Nuno Manuel da Silva Amado – Deputy Chairman of the Supervisory Board

Mr. Nuno Manuel da Silva Amado graduated in Companies Organization and Management at ISCTE (Instituto Superior de Ciencias do Trabalho e da Empresa) and attended the Advanced Management Programme at INSEAD (France).

From 1980 he worked in consulting (KPMG) and financial companies; between 2006-2012 he was Chairman of the Executive Committee and Vice-Chairman of the Board of Directors of Banco Santander Totta (Portugal). Since 2012 he has been Vice-Chairman of the Board of Directors and Chairman of the Executive Committee of Banco Comercial Portugues (BCP), Portugal. Since 20 April 2012 Deputy Chairman of the Supervisory Board of Bank Millennium S.A.

Marek Furtek – Secretary of the Supervisory Board

Mr. Marek Furtek, graduate of the Department of Law and Administration at the University of Warsaw and a series of training courses in comparative law at Faculté Internationale du Droit Comparé, Strasburg (1985, 1986, 1988).

Legal Counsel, Member of the District Chamber of Legal Counsels in Warsaw. President of the Court of Arbitration at the Polish Chamber of Commerce in Warsaw and Member of the Alternative Dispute Resolution Council of the Minister of Justice. Founder and partner at FKA Furtek Komosa Aleksandrowicz Sp. k. law firm in Warsaw. Member of the Supervisory Board of Bank Millennium S.A. in 2006-2008 and since 27 March 2009 Secretary of the Supervisory Board. Mr Marek Furtek also sits in the authorities of Leopold Kronenberg Banking Foundation.

Miguel de Campos Pereira de Bragança – Member of the Supervisory Board

Mr. Miguel de Campos Pereira de Braganca graduated in Company Management and Administration from the Catholic University of Portugal and attended the INSEAD MBA programme (France).

Since 1989 he has worked for banks in Portugal, Brazil and Great Britain. Between 2008-2012 he was Director, responsible for the Financial, Accounting and Control, Marketing and Products Areas, at Banco Santander Totta and Banco Santander de Negocios (Portugal). Since 2012 Member of the Board of Directors and Vice-Chairman of the Executive Committee of Banco Comercial Portugues (BCP), Portugal. Since 20 April 2012 Member of the Supervisory Board of BankMillennium S.A.   

Luís Maria França de Castro Pereira Coutinho – Member of the Supervisory Board

Mr. Luis Maria Franca da Castro Pereira Coutinho graduated in Economics at the Catholic University of Portugal.

Since 1985 he has worked in banks in Portugal. Between 2003 and 2009, he was Deputy Chairman of the Management Board of Bank Millennium S.A. in Poland. Since 27 March 2009 Member of the Supervisory Board of Bank Millennium SA. Between 2008-2012 he was Member of the Executive Board of Directors of Banco Comercial Portugues (BCP). Since 2012 he has been Member of the Board of Directors and Member of the Executive Committee of Banco Comercial Portugues (BCP), Portugal.

Grzegorz Jędrys – Member of the Supervisory Board

Mr Grzegorz Jędrys is a graduate of the Production Economics Faculty of Warsaw School of Economics and of a post-graduate course at Warsaw School of Economics in Strategic Marketing Management as well as real estate agency operation. Moreover Mr. Jędrys attended many courses and training sessions, i.a. for candidates for members of supervisory boards of State Treasury companies (2008).

He began his professional career in 1994 in the Housing Finance and Municipal Advisory Programme for Poland/PADCO – a joint Poland-USAID programme. In 1996 he worked as Manager of the Building Projects Financing Team in Polsko-Amerykański Bank Hipoteczny S.A. In 1997 – 1999 he was employed in Jedenasty Narodowy Fundusz Inwestycyjny S.A., initially as an Investment Analyst, then as Project Director. Between 1999 and 2005 he was Investment Director in Trinity Management Sp. z o.o. – a company, which managed the assets of Jupiter NFI S.A. as well as Pekao Fundusz Kapitałowy Sp. z o.o. In 1997 – 2005 he sat on Supervisory Boards of many companies.

Starting from 2005 he has been Head of the Poland’s Representative Office of the Polish American Freedom Foundation. Since 11 April 2013 he has been Member of the Supervisory Board of Bank Millennium S.A.

Andrzej Koźmiński – Member of the Supervisory Board

Mr. Andrzej Koźmiński, Correspondent Member of Polish Academy of Sciences, for eighteen years Rector of Kozminski University in Warsaw, currently its President, Chairman of the ALK Board of Trustees, Head of the Management Chair till 2014; also performs the function of President of the Management Board of Międzynarodowa Szkoła Zarządzania S.A. In 1981-1987 he was the Dean of the Management Faculty at Warsaw University and in 1991-1996 he was the Director of the International Management Centre of Warsaw University. In 1990-1996 he was a lecturer at the University of California in Los Angeles, invited every year for a semester. In 1982-1989 he was a lecturer at the University in Orleans, France. Visiting professor in many renowned foreign universities.

Professor of economic sciences, with specialisation in "organisation and management", he has published over 400 research papers in this area in many languages, including 47 books. He is an elected Member of the International Academy of Management, Academie Europeene and Academie des Sciences Commerciales in Paris and Warsaw Scientific Society. He is an Honorary Vice-President of the Central and East European Management Development Association (CEEMAN), until 2008 he was  a member of the Accreditation Committee of the European Foundation for Management Development (EFMD) in Brussels and Member of the International Committee of the American Association of Collegiate Schools of Business (AACSB). Member of the Scientific Board of UNESCO CEPES (European Center for Higher Education in Bucharest). He is a Member of the Presidium of the Committee of Organisation and Management Sciences at the Polish Academy of Sciences and Member of the Prime Minister's Council for Social and Economic Strategy. Member of the Supervisory Board of Orange Polska S.A. Since 1 August 2000 Member of the Supervisory Board of Bank Millennium S.A.

Maria da Conceição Mota Soares de Oliveira Callé Lucas – Member of the Supervisory Board

Ms. Maria da Conceicao Mota Soares de Oliveira Calle Lucas graduated in Company Management and Administration at the Catholic University of Portugal and a Master’s Degree from the London School of Economics, University of London (England).

Since 1983 she has worked at banks in Portugal. Between 2009 and 2012 she was a Director of Banco Privado Atlantico-Europa S.A. (Portugal). Since 2012 she is Member of the Board of Directors and Member of the Executive Committee of Banco Comercial Portugues (BCP), Portugal. Since 20 April 2012 Member of the Supervisory Board of Bank Millennium S.A.

Marek Rocki – Member of the Supervisory Board

Mr. Marek Rocki, graduated from the Finance and Statistics Department, SGPiS (now SGH Warsaw School of Economics) in Warsaw.

Since 1991 has been a professor extraordinary at the Institute of Econometrics of the Warsaw School of Economics. He worked in the Consolidated Brewing Industry Organisation, Institute of Machine Industry Economics and Organisation and since 1981 has been connected with the Warsaw School of Economics (SGH). From November 1981 he was assistant professor in the Institute of Econometrics at SGPiS and in the period 1982 -1988 the scientific secretary of the Institute of Cybernetics and Management at SGPiS. In 1984-88 and 1989-1991 he headed the Department of Econometrics at the Institute of Econometrics. From December 1990 he was the Deputy Rector of Warsaw School of Economics for Teaching. During the 1993-1996 term he was Deputy Rector for Management, while in the period 1996-1999 he held the function of Dean of SGH Graduate Studies. In the years 1999-2005 for two terms he held the office of Rector of SGH. In the years 2005 - 2011 he was the Dean of the SGH Economic Analyses College.

He combined his research and teaching activity in university with work in other institutions, i.a. in the Planning Commission, Central Planning Office. Member of the SGPiS IT Centre Consultative Board (1984-1985), University Senate Organisation and Development Committee (1987-1990). Chairman of AZS Main Board since 2003. At the same time Chairman of the Polish Accreditation Committee since 2008. In the parliamentary elections in 2005, 2007 and again in 2011 he was elected for the Senate of the Republic of Poland. He is a Member of the Supervisory Boards of following companies: COGNOR S.A. and Makarony Polskie S.A. Since 1 August 2000 Member of the Supervisory Board of Bank Millennium S.A.

Dariusz Rosati – Member of the Supervisory Board

Mr. Dariusz Rosati, graduated in International Trade from the Main School of Planning and Statistics - SGPiS (now SGH Warsaw School of Economics) in Warsaw. Professor of economic sciences with the position of Full Professor in the European Union Unit of the SGH Institute of Foreign Trade Policy and European Studies.

In 1978-1979 he was a consultant at Citibank in New York. In 1985-1986 and 1987-1988 - founder and Director of the World Economy Research Institute at SGH. In 1986-1987 he was a Fulbright scholar at the University of Princeton (USA). In 1988-1991 he was the director of the Foreign Trade Research Institute.  Since 1990 Professor of Economic Sciences at SGH. In 1991-1995 he worked in the UN Economic Commission for Europe in Geneva (Switzerland) as Head of the Central and Eastern European Section. During 1995 - 1997 Minister of Foreign Affairs of the Republic of Poland. In 1978 - 1991, UNIDO consultant and member of numerous missions to developing countries. In 1988-1991 many times worked as an expert of the World Bank, the United Nations University World Institute for Development Economics Research (WIDER), International Labour Organisation and Commission of the European Communities. Member of the Economic Reform Commission (1987-1989), team of the economic advisors to the Prime Minister (1988 - 1989), the Socio-Economic Strategy Council at the Council of Ministers (1994 - 1998). Since 1997 Member of the Committee of Economics at the Polish Academy of Sciences. In 1998-2004 Member of the Monetary Policy Council of the National Bank of Poland and in 2001-2004 he was a member of the Group of Economic Policy Advisors to the President of the European Commission. From 2003 to 2005 Rector of the Lazarski University in Warsaw. In years 2004 - 2009 and currently (elected in 2014) Member of the European Parliament. Member of Parliament of the Republic of Poland of 7th term – he performed the function of  the Chairman of the Public Finance Committee. Author of more than 200 scientific papers and publications, including five books on economic policy.

Member of the Supervisory Board of Bank Millennium S.A. since 27 May 2004.

Rui Manuel da Silva Teixeira – Member of the Supervisory Board

Mr. Rui Manuel da Silva Teixeira graduated in Electronic Engineering at the University of Oporto.

From 1987 he held managerial positions at Banco Comercial Portugues (BCP). Between 2003 and 2006 he was a Member of the Management Board of Bank Millennium S.A. (Poland) and between 2009 and 2010 he was Deputy Chairman of the Management Board of Bank Millennium S.A. (Poland). Between 2011 and 2012 he was Member of the Executive Board of Directors of Banco Comercial Portugues (BCP). Since 2012 Member of the Board of Directors and Member of the Executive Committee of Banco Comercial Portugues (BCP), Portugal. Since 20 April 2012 Member of the Supervisory Board of Bank Millennium S.A.

The present term of office of the Bank’s Supervisory Board ends as of the day of holding a General Meeting of Shareholders approving the financial report for the financial year 2014 

Audit Committee

The Audit Committee as a standing committee of the Supervisory Board was established in 2000. Its task is to monitor the Bank’s financial reporting systems and processes, as well as risk management. In particular the Audit Committee is responsible for carrying out on behalf of the Supervisory Board control over the functioning of the Bank’s internal audit.

In compliance with the Act on auditors and their self-government, entities entitled to audit financial reports and on public supervision (Act on Certified Auditors) the Audit Committee must consist of at least three members and at least one of the Members of the Audit Committee must satisfy the independence requirements and have qualifications in accounting or financial auditing. The Audit Committee meets on a regular basis (once every quarter) and in the extraordinary mode. It is convened by the Chairman of the Supervisory Board on his own initiative or at the request of a Member of the Supervisory Board or a Member of the Management Board. The duties of the Audit Committee include specifically: (i) constant monitoring of the activities of the Bank’s auditor and issuing opinions regarding independence of the auditor and any other relations between the auditor and the Bank; (ii) constant monitoring of the systems and processes of financial reporting and risk management of the Bank; and (iii) evaluation and monitoring of internal procedures for accounting and auditing as well as other control systems, including acceptance and handling complaints and doubts concerning them.

From 1 January until 31 December 2014 the Audit Committee was composed of the following persons:

1. Dariusz Rosati - Chairman,
2. Maciej Bednarkiewicz,
3. Miguel de Campos Pereira de Bragança,
4. Luis Maria Pereira Coutinho,
5. Grzegorz Jędrys,
6. Bogusław Kott.

During the reporting period Mr Dariusz Rosati was Chairman of the Audit Committee. He satisfied the independence requirements and had qualifications in accounting or financial audit in accordance with Art. 86, section 4 of the Act on Certified Auditors. Mr. Grzegorz Jędrys satisfied the independence requirement.

Strategic Committee

The Strategic Committee as a standing committee of the Supervisory Board has been in existence in the Bank since 2013. The tasks of the Strategic Committee are in particular:(i) examination of macroeconomic trends, (ii) analysing new trends and solutions in the banking sector, (iii) analysing the Bank’s competitive position and reference models, (iv) analysing and recommending a long-term strategy, objectives and tasks of the Bank.

In the reporting period the Strategic Committee was composed of the following members:

1. Bogusław Kott – Chairman,
2. Nuno Manuel da Silva Amado,
3. Miguel de Campos Pereira de Bragança,
4. Luis Maria Pereira Coutinho,
5. Andrzej Koźmiński,
6. Dariusz Rosati.

Personnel Committee

The Personnel Committee as a standing committee of the Supervisory Board was established in 2000. The duties of the Personnel Committee include in particular: (i) evaluation of the candidates for Members of the Management Board; (ii) establishment of the terms of employment of the newly appointed Members of the Management Board; (iii) negotiation of amendments to the terms of employment of the Members of the Management Board, (iv) establishment of the terms of termination of employment of the Members of the Management Board; and (v) implementation of activities in the area of policy of variable components of remuneration.

In the reporting period the Personnel Committee was composed of the following members:

1. Maciej Bednarkiewicz – Chairman,
2. Nuno Manuel da Silva Amado,
3. Luis Maria Pereira Coutinho,
4. Marek Furtek,
5. Bogusław Kott.

In execution of the effective Resolution of the General Meeting of Shareholders in the matter of determination of remuneration for Members of the Supervisory Board the Personnel Committee of the Supervisory Board defined the levels of remuneration for participation in the work of the Supervisory Board on the basis of a percentage of the average monthly salary in the enterprise sector (base rate).  The remuneration shall be paid for each meeting of the Supervisory Board at the end of the month.

For participation in the work of Standing Committees of the Supervisory Board (Personnel Committee, Audit Committee and Strategic Committee) their Members receive remuneration in the month in which the Committee meeting was held. This remuneration shall also be defined as a percentage of the monthly salary in the enterprise sector.

Furthermore, Mr. Maciej Bednarkiewicz for providing individual supervision over the legal aspects of the Bank’s operation, Mr. Marek Furtek for providing individual supervision over the execution of the Supervisory Board resolutions and recommendations and Mr. Dariusz Rosati for providing individual supervision in the area of Internal Audit are also entitled to receive specific monthly amounts linked with the base rate.

Remuneration paid out to Members of the Supervisory Board in 2014 (in thous. PLN)

In 2014, Members of the Supervisory Board did not receive any remuneration or additional benefits from the bank subsidiary companies.

Bank shares held by members of the Supervisory Board (performing functions on 31 December 2014)