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 is also the Member of the Supervisory Board of Yareal Polska Sp. z o.o.

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

From 1980 he worked at 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.

Deputy Chairman of the Supervisory Board of Bank Millennium S.A. since 20 April 2012.

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

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. In 1995 – 1997 the 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 European Commission. 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. In 2001 – 2004 he was a member of the Group of Economic Policy Advisors to the President of the EU 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.

Ms Julianna Boniuk-Gorzelańczyk graduated from the Faculty of Finances and Statistics at the Main School of Planning and Statistics (present name – Warsaw School of Economics) in Warsaw. She has the rights of certified auditor.

For many years she was employed  in industry, moving up through many levels in her professional career.

In the Management Board of Bank Millennium S.A. since 17 July 1989 she supervised the following areas, since the Bank’s creation: finances and reporting,  accounting control and taxes, to be followed by: operations, IT, management information and lately also: administration and infrastructure, security and business continuity, legal, custody and fraud risk management. She was also sitting on supervisory boards of subsidiary companies.

In 1991 she participated in banking practice in Standard Merchant Bank in Johannesburg. In 1993 she received a certificate from the Austrian Banking College, while in 2003 she attended a BCP Group seminar in INSEAD, Fontainebleau, France.

Member of the Supervisory Board of Bank Millennium S.A. since 21 May 2015.

Mr Miguel de Campos Pereira de Bragança, has a Licenciate Degree in Management and Administration from the Catholic University of Portugal and an MBA from INSEAD.

Since 1989 he has worked at banks in Portugal, Brazil and Great Britain. Between 2008-2012 he was Director, responsible for the Financial, Accounting and Management 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.

Member of the Supervisory Board of Bank Millennium S.A. since 20 April 2012.

Ms Agnieszka Hryniewicz-Bieniek graduated in Economics from the Warsaw School of Economics and completed post-graduate studies in Public Relations at the same School.

She built her career in new technologies as well as marketing and sales in international corporations. Her many years of marketing experience covers a variety of industries: from FMCG (Johnson&Johnson), telecommunications (Deutsche Telekom), publishing (Gruner&Jahr) and entertainment (Disney). In 2008 she joined Google and currently oversees the company’s strategy and business as Country Director. Her main responsibility is to manage Google’s ads business in Poland across products and channels, and directly lead key customers and partners.

Ms A. Hryniewicz-Bieniek is a member of Advisory Committee of “Leadership Academy for Poland”. Actively supports women in new technology by serving as a mentor and coach for future women leaders in the business.

Member of the Supervisory Board of Bank Millennium S.A. since 21 May 2015.

Ms Anna Jakubowski graduated with a Bachelor of Business Administration (1990) from Wilfrid Laurier University, Waterloo, Ont. Canada.

Her professional career started with Procter & Gamble Canada (1991 – 1993), where she was the National Account Manager. Between 1993 and 1998 she held different positions, from Pharmacy Channel Manager to Trade Marketing Manager and Area Sales Manager in P&G Poland. In 1998 she became Regional Customer Business Development Manager in P&G Central Eastern Europe while between 1999 and 2007 she was New Business Development Manager and (from 2002) Strategy, Business Development Director in P&G Western Europe. She continued her career in Switzerland in the P&G the Fabric Care Division (2007 – 2009) as an Associate director: Marketing. Between 2011 and 2016 she connected her professional career with The Coca-Cola Company  where she held the following positions: the International Group Marketing/Strategy Director  in Coca-Cola Hellenic Bottling Company (2011 – 2013), Business Capability Director in the Coca-Cola Company (2013) and from 2013-2016 Management Board Member in Multivita Sp. z o. o, Management Board Member – Managing Director in Coca-Cola Balti Jookide AS, Management Board Member – Managing Director in Coca-Cola Poland Services Sp z o.o. and Franchise General Manager – Poland/Baltics The Coca-Cola Company. Across 2015-2016 she served as a Member of the Board of Directors of American Chamber of Commerce in Poland.

She has also been involved with the following organizations and associations: Women’s International Networking Leadership Forum (2004 – 2012), Board of Advisors, Organization of Women in International Trade, Board of Directors (2005 – 2010) and in 2008 as an Executive Vice President as well as in 2009 as the President, Geneva Women in International Trade as the President (2005 – 2010).

Currently she serves as a Management Board Member of the International Association of Advertising (IAA) in Poland (Warsaw, Poland), Patron Member in the Polish – Canadian Chamber of Commerce and Adviser and Mentor in the Global Shapers – Mentor4Starters initiative.

In 2011 she was awarded the TIAW – The World of Difference 100 Award (Recognizes individuals whose efforts have advanced the economic empowerment of women) and in 2016 she was awarded Woman of Charisma: Business & Social Enterprise Award (Poland).

Member of the Supervisory Board of Bank Millennium S.A. since 21 May 2015.

Mr Grzegorz Jędrys graduated 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 G. 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.

Member of the Supervisory Board of Bank Millennium S.A. since 11 April 2013.

Mr David H. Klingensmith graduated with honours from Tulane University in New Orleans in economics and history. He continued his education at Johns Hopkins University’s School of Advanced International Studies Washington.

Between 1976 and 1978 he was an international economist at the Office of International Development Banks in the U.S. Department of the Treasury. In 1979 he joined the Chase Manhattan Bank where he worked till 1990 in various positions in different countries, including: United States, Colombia, Pakistan and Hong Kong. Between 1991 and 1995 he worked at the Asian Development Bank as a Senior Investment Officer in the Private Sector Department, Manila and then continued as head of the Credit Risk and Portfolio Group. From 1996 to 2013 he held  successive key credit and risk positions at the European Bank for Reconstruction and Development London, ultimately in the position of Managing Director Risk Management. Between 2013 and 2015 he was an elected independent board member at Romgaz (Romania). At the same time since 2013 he has been an independent consultant using his expertise in banking,  corporate governance, investment appraisal, and risk training. In this respect he has worked among others with KfW (German Development Bank) and the Bill and Melinda Gates Foundation. Currently he holds the following positions: Investment Committee Member of the Financial Sector Fund of Africinvest (Tunis) (since 2014) and Senior Advisor on Risk Governance, Nestor Advisors (London) (since 2015).

Member of the Supervisory Board of Bank Millennium S.A. since 21 May 2015.

Mr Andrzej Koźmiński graduated from the Main School of Planning and Statistics (now Warsaw School of Economics) in Economics in 1963 and in 1964 graduated from Warsaw University in Sociology.

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, President of the Management Board of Międzynarodowa Szkoła Zarządzania S.A., Head of the Management Chair until 2014. 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 50 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. Since 2012 Chairman of the Scientific Council in the OPI Information Processing Centre of the Ministry of Science and Higher Education; since 2009 member of the Board of Arbiters of the Polish Chamber of Commerce and member of the Programme Council in Leopold Kronenberg Banking Foundation; since 2014 Chairman of the Team for Identification of Council Members of the National Science Centre of the Ministry of Science and Higher Education. In May 2015 he received the title of Doctor Honoris Causa from the Szczecin University. Member of the Supervisory Board of Orange Polska S.A.

Member of the Supervisory Board of Bank Millennium S.A. since 1 August 2000.

Mr Miguel Maya Dias Pinheiro graduated from Instituto Superior das Ciências do Trabalho e da Empresa (ISCTE) with a Licentiate Degree in Corporate Organization and Management. He also completed the Corporate Senior Management Programme (PADE) – AESE and Advanced Management Programme – INSEAD.

From 1987 to 1990 he held commercial and financial functions in an industry sector SME. Between 1990 and 1995 he was employed by  Banco Português do Atlântico, with functions in the commercial and companies areas, in charge of coordinating the Economic and Financial Research Office.

Since 1990 he has been working for BCP Group in several functions in Portugal and Spain. During the 2007 – 2009 period he was Head of the Office of the Chairman of the Executive Board of Directors of BCP.  Between 2009 and 2012 he held the position of Member of the Executive Board of Directors of BCP and Member of the Board of Directors of Fundação Millennium BCP. Throughout the period from 2012 to 2016

Mr Miguel Maya held the position of Chairman of the Board of Directors of Banco Millennium Angola, S.A. In 2016, following the merger of this institution with Banco Privado Atlantico, S.A. which resulted in the creation of Banco Millennium Atlantico, S.A., Mr Miguel Maya was appointed as Vice-Chairman and Member of the Board of Directors of the new entity – position that he currently holds. Moreover, he also holds the following functions: Vice-Chairman of the Executive Committee and Member of the Board of Directors of BCP, Chairman of the Board of Directors of Interfundos – Gestao de Fundos de Investimento Imobiliario, S.A., Manager of BCP Africa, SGPS, Lda.

Member of the Supervisory Board of Bank Millennium S.A. since 21 May 2015.

Mr Rui Manuel da Silva Teixeira has a Licentiate degree in Electronic Engineering from 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. Since 2012 Member of the Board of Directors and Member of the Executive Committee of Banco Comercial Portugues, Portugal.

Member of the Supervisory Board of Bank Millennium S.A. since 20 April 2012.

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 exercising, on behalf of the Supervisory Board, control over the performance of the Bank’s internal audit.

In compliance with the Act of 7 May 2009 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 appropriate control systems, including acceptance and handling complaints and doubts concerning them.

From 1 January until 31 December 2016 the Audit Committee was composed of the following Supervisory Board members:

• Grzegorz Jędrys – Chairman, (independent).
• Dariusz Rosati (independent).
•  Julianna Boniuk-Gorzelańczyk.
• Miguel de Campos Pereira de Bragança.
• David H. Klingensmith(independent).
• Bogusław Kott.

The composition of the Audit Committee satisfied criteria stipulated in Art. 86, section 4 of the Act on Certified Auditors.

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 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.

During the period from 1 January until 31 December 2016 the composition of the Personnel Committee was as follows:

• Andrzej Koźmiński – Chairman.
• Nuno Manuel da Silva Amado.
• Miguel de Campos Pereira de Bragança.
• Bogusław Kott.

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.

During the period from 1 January until 31 December 2016 the composition of the Strategic Committee was as follows:

• Bogusław Kott – Chairman.
• Nuno Manuel da Silva Amado.
• Miguel de Campos Pereira de Bragança.
• Agnieszka Hryniewicz-Bieniek.
•  Anna Jakubowski.
•  Andrzej Koźmiński.
• Miguel Maya Dias Pinheiro.
• Dariusz Rosati.

The Risk Committee as a standing committee of the Supervisory Board was appointed on 4 December 2015. Competences of the Risk Committee include tasks stipulated for such committees in the Banking Law and specified in other regulations applicable to banks as well as supervisory recommendations implemented by the Bank.

From 1 January until 31 December 2016 the Risk Committee composition was, as follows:

• Dariusz Rosati – Chairman.
• Miguel de Campos Pereira de Bragança.
• David H. Klingensmith.
• Bogusław Kott.
• Miguel Maya Dias Pinheiro.