Bank’s governing bodies
According to the Articles of Association of Bank Millennium, the Bank’s governing bodies include: Shareholder Meeting, Supervisory Board and Management Board.
Shareholder Meeting +
Shareholder Meeting is the highest governing body of the Bank; its powers include, among others: examination and approval of financial statements and the activity report for the financial year adopting a resolution on distribution of profit or coverage of loss, discharging members of the Bank’s governing bodies on the performance of their duties, selection and dismissal of Supervisory Board members and setting their compensation.
Supervisory Board +
Supervisory Board exercises permanent supervision over the Bank’s operations, including the operation of risk management and internal control systems. It also defines the number of the Bank’s Management Board members, appoints and dismisses the Chairman, Deputy Chairmen and the Bank’s Management Board members and sets their compensation.
The Supervisory Board may establish standing or ad hoc committees to perform specific activities. Standing committees of the Supervisory Board are: The Audit Committee, the Personnel Committee, the Strategic Committee and the Risk Committee. The Audit Committee consists of at least two independent members and at least one of them must have qualifications in accounting or financial audit.
The Supervisory Board has 12 members (9 men and 3 women). Seven members of the Supervisory Board, including its Chairman, are Polish citizens. Seven of the Supervisory Board members satisfy the criteria for being independent, meaning that they are not related to any shareholder holding 5% of the Bank’s shares. The Supervisory Board’s term of office is 3 years. The Chair of the Supervisory Board is not a chairman of the Management Board.
Management Board +
The Management Board manages all of the Bank’s operations and represents it externally. Powers of the Management Board include, among others, representing the Bank in relations with the Supervisory Board and with shareholders, defining the Bank’s organizational structure, rules of operation and organization of work,, developing and submitting reports and other documents describing the Bank’s operations to the Supervisory Board and the Shareholder Meeting, convening a Shareholder Meeting, establishing the Bank’s internal regulations, determining the principles of personnel policy, appointing committees authorized to monitor specified matters in a continuous manner.
The Management Board of the Bank has 6 members (5 men and 1 woman). Three members of the Management Board are the citizens of Poland.Management Board members are appointed for three years.
Management Board by age groups
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| Management Board by age groups | Females | Males | Total
2016 |
|---|---|---|---|
| [30-50] | 0% | 50% | 50% |
| >=50 | 17% | 33% | 50% |
| Total | 17% | 83% | 100% |
[GRI 405-1]
Detailed information on the powers of the Management Board and the Supervisory Board and its Committees is provided in the Bank’s Arcticles of Association at: https://www.bankmillennium.pl/about-the-bank/corporate-bodies-and-governance [GRI 102-18]
Conflict of interest prevention in the Bank’s Governing Bodies
The following regulations are applied in order to prevent the conflict of interest:
Supervisory Board members +
- Submit a representation on existence/non-existence of a link and independence within the meaning of the Corporate Governance Rules for Supervised Institutions issued by KNF and Best Practices of Companies Listed on WSE, in which they declare, among others, that they do not conduct any business competitive to the Bank as shareholders or members in competitive companies or as members of their governing bodies.
- Submit information on their participation in entities outside the Millennium BCP Capital Group and the Bank Millennium S.A. Capital Group, including their membership in the statutory bodies of an entity (e.g. management board member, supervisory board member, etc.) and holding the majority of votes as a shareholder.
- According to the Supervisory Board Bylaws, a Supervisory Board Member should refrain from professional or extra professional activity that could lead to a conflict of interest or otherwise adversely affect their reputation as members of the Bank’s Supervisory Board.
- According to the Supervisory Board Bylaws, in the event of a conflict of interest or a possibility thereof, a member of the Bank’s Supervisory Board should notify the Bank’s Supervisory Board Secretary of this conflict and refrain from a decision or binding opinion to which the conflict of interest applies (rule for excluding a member of the Bank’s Supervisory Board from voting).
Management Board members +
- Submit a representation submitted to the Chairman of the Bank’s Management Board and to the Chairman of the Bank’s Supervisory Board on the absence of any legal and statutory counter-indications for a given person to act in the capacity of a Management Board member.
- Submit a questionnaire, in which they are obligated to state, among others, the names of all the organizations for which they worked and the nature of their functions and the period when they were performed, including sitting on supervisory boards. Description of any interests or financial and non-financial relations, of themselves and their close relatives with members of the managing body and the persons discharging senior functions in the same credit institution, parent institution and subsidiaries and controlling shareholders.
- According to the Bylaws of Management Board’s Activities, a Member of the Bank’s Management Board should refrain from professional or extra professional activity that could lead to a conflict of interest or otherwise adversely affect their reputation as members of the Bank’s Management Board.
- According to the Bylaws of Management Board’s Activities, in the event of a conflict of interest or a possibility thereof, a member of the Bank’s Management Board should notify the head of the Bank’s Legal Department of this conflict and refrain from a decision or binding opinion to which the conflict of interest applies (rule for excluding a member of the Bank’s Management Board from voting).
Additionally, the powers of the Supervisory Board’s Personnel Committee include, among others, assessing candidates to become members of the Bank’s Management Board. Other documents in the Bank regulate the issue of a conflict of interests, such as Compliance Policy – Principles and Guidelines and the Regulations for Lending to Persons Affiliated with the Bank. [GRI 102-25]