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 under the bookmark “About the Bank > Corporate Bodies & Governance”. 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 its members present. In the case of equal votes the vote of the Chairman of the Supervisory Board shall prevail.
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.
On 31 March 2016, GMS discharged all members of the Supervisory Board, performing duties in 2015, from performance of their duties in the accounting year 2015.
During the period from 1 January to 31 December 2016 the following persons comprised the Supervisory Board of the Bank:
According to the „Policy of Remuneration of Members of the Supervisory Board of Bank Millennium S.A.” adopted by the GMS, members of the Supervisory Board of the Bank are eligible for monthly remuneration for sitting on the Supervisory Board. The amount of the remuneration is defined by a resolution adopted by the GMS with consideration of principles stipulated in the Policy, including the principle of its adequacy given the scale of the Bank’s operation. The remuneration may be diversified with consideration of function performed in the Supervisory Board and should be correlated with commitment to the work of the Supervisory Board and the level of remuneration received by members of supervisory bodies of institutions with a similar scope and scale of operation. Irrespective of remuneration for sitting on the Supervisory Board, members of standing committees of the Supervisory Board are eligible for separate remuneration in connection with tasks performed by them in these committees. In case of delegation by the Supervisory Board of its member to permanent individual exercising of supervision, the Supervisory Board may assign to such Supervisory Board member additional remuneration for the duration of delegation, however its monthly amount cannot exceed 100% of the base remuneration for sitting on the Supervisory Board. In case of standing committees of the Supervisory Board the remuneration is payable for participation in their meetings. The total remuneration due to a Supervisory Board member for participation in meetings of committees of the Supervisory Board in a given financial year cannot exceed 100% of his base remuneration for sitting on the Supervisory Board of the Bank. In connection with the remuneration paid the Bank shall make appropriate deductions under relevant legal regulations. Each of the Supervisory Board members may make a declaration regarding refraining from collection of all or part of the remuneration. Declarations to such effect shall be submitted to the Chairman of the Supervisory Board.
Remuneration paid to members of the Supervisory Board in 2016 (in PLN ths):
|Name and surname||Remuneration
|Bogusław Kott (*)||320.0||21.6||341.6|
|Nuno Manuel Da Silva Amado||145.0||0.0||145.0|
|Miguel De Campos Pereira De Braganca||190.0||0.0||190.0|
|Rui Manuel Da Silva Teixeira||120.0||0.0||120.0|
|Julianna Boniuk-Gorzelańczyk (**)||145.0||0.0||145.0|
|David H. Klingensmith||165.0||0.0||165.0|
|Miguel Maya Dias Pinheiro||150.0||0.0||150.0|
|Total:||2 020.0||21.6||2 041.6|
(*) additionally for the period of office of the President of the Management Board, was paid an annual award for the years 2012 and 2013 in the form of cash and phantom shares in the amount of PLN 324.3 thousand.
(**) after the departure from the Management Board also paid compensation for the non-competition clause in the amount of PLN 1 016.5 thousand and annual award for the years 2012, 2013, 2014 in the form of cash and phantom shares in the amount of PLN 282 thousand.
In 2016, Members of the Supervisory Board did not receive any remuneration or additional benefits from the Bank subsidiary companies.
Bank’s shares held by Supervisory Board Members (performing their functions on 31 December 2016):
|Name and surname||Function||Number of shares 31.12.2016||Number of shares 31.12.2015|
|Bogusław Kott||Chairman of the Supervisory Board||4 465 791||4 465 791|
|Nuno Manuel da Silva Amado||Deputy Chairman of the Supervisory Board||0||0|
|Dariusz Rosati||Deputy Chairman and Secretary of the Supervisory Board||0||0|
|Julianna Boniuk – Gorzelańczyk||Member of the Supervisory Board||492 248||492 248|
|Miguel de Campos Pereira de Braganca||Member of the Supervisory Board||0||0|
|Agnieszka Hryniewicz-Bieniek||Member of the Supervisory Board||0||–|
|Anna Jakubowski||Member of the Supervisory Board||0||–|
|Grzegorz Jędrys||Member of the Supervisory Board||0||0|
|David H. Klingensmith||Member of the Supervisory Board||0||–|
|Andrzej Koźmiński||Member of the Supervisory Board||0||0|
|Miguel Maya Dias Pinheiro||Member of the Supervisory Board||0||–|
|Rui Manuel da Silva Teixeira||Member of the Supervisory Board||0||0|