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2018 Financial and Social Report

Management Board

The Management Board is the executive authority of the Bank and manages the entirety of the Bank’s operations. In legal terms, the Management Board operates pursuant to the Code of Commercial Companies and other regulations, the Bank’s Articles of Association, resolutions of the General Meeting of Shareholders and the Supervisory Board, as well as provisions of the Bylaws of the Management Board adopted by the Supervisory Board, which are available from the Bank’s website on the ”About the Bank > Corporate Bodies and Governance” tab. The competences of the Management Board include all matters that are not reserved for other bodies of the Bank.

The Management Board makes decisions in the form of resolutions. Resolutions of the Management Board are adopted by an ordinary majority of votes of those present at the Management Board meeting. In the case of equal votes the Chairman of the Management Board has a casting vote. Resolutions of the Management Board may be adopted, if at least half of the Management Board Members are present at the meeting.

The following persons are authorized to make declarations of will regarding the Bank’s property rights and obligations and to sign documents on behalf of the Bank: (I) the Chairman of the Management Board individually; (II) two other Members of the Management Board acting jointly or one Member of the Management Board acting jointly with a registered proxy or two registered proxies; or (III) attorneys-in-fact acting individually or jointly within the scope of the power of attorney granted. The Management Board of the Bank is composed of at least three persons, including the Chairman of the Management Board. At least half of the Members of the Management Board should be Polish nationals. The Management Board is appointed by the Supervisory Board. The term of office of a Management Board is 3 years. A Member of the Management Board may be recalled by the Supervisory Board at any time.

The Supervisory Board of the new term of office, at its first meeting on 26 March 2018 elected the Bank’s Management Board in the unchanged composition for the next term of office ending with the holding of the General Meeting approving the financial statement for 2020. As of 20 April 2018 Mrs Maria Jose Henriques Barreto De Matos De Campos tendered her resignation from the position of Member of the Bank’s Management Board.

Consequently, the Management Board of the Bank during the period from 1 January 2018 to 20 April 2018 consisted of the following persons:

  1. Joao Nuno Lima Bras Jorge – Chairman of the Management Board
  2. Fernando Maria Cardoso Rodrigues Bicho – Deputy Chairman of the Management Board
  3. Wojciech Haase – Member of the Management Board
  4. Andrzej Gliński – Member of the Management Board
  5. Maria Jose Henriques Barreto De Matos De Campos – Member of the Management Board
  6. Wojciech Rybak – Member of the Management Board

The Supervisory Board, on 20 April 2018, took the decision to increase the number of the Bank’s Management Board Members to seven and appointed as the Bank’s Management Board Members: as of 20 April 2018 – Mr António Ferreira Pinto Júnior and as of 1 August 2018 – Mr. Jarosław Hermann. Consequently,

– the Bank’s Management Board during the period from 20 April 2018 to 1 August 2018 consisted of the following persons:

  1. Joao Nuno Lima Bras Jorge – Chairman of the Management Board
  2. Fernando Maria Cardoso Rodrigues Bicho – Deputy Chairman of the Management Board
  3. Wojciech Haase – Member of the Management Board
  4. Andrzej Gliński – Member of the Management Board
  5. Wojciech Rybak – Member of the Management Board
  6. António Ferreira Pinto Júnior – Member of the Management Board

– the Bank’s Management Board during the period from 1 August 2018 to 31 December 2018 consisted of the following persons:

  1. Joao Nuno Lima Bras Jorge – Chairman of the Management Board
  2. Fernando Maria Cardoso Rodrigues Bicho – Deputy Chairman of the Management Board
  3. Wojciech Haase – Member of the Management Board
  4. Andrzej Gliński – Member of the Management Board
  5. Wojciech Rybak – Member of the Management Board
  6. António Ferreira Pinto Júnior – Member of the Management Board
  7. Jarosław Hermann – Member of the Management Board

Mr. Joao Nuno Lima Bras Jorge, graduate of the Management Studies at Universidade Catolica Portuguesa and PADE Advance Management Programme under AESE.

He started his professional career as a stockbroker in 1990. In the ensuing 10 years he worked in investment banking, inter alia, as Member of the Management Board at an investment bank. He also sat on the Board of the Lisbon Stock Exchange.

During the 5 years prior to his move to Poland he held the position of Head of the Retail Banking Customer Division and Coordinator of the Retail Network at Millennium bcp.

Since 19 July 2006 – Member of the Management Board of Bank Millennium S.A., in the years 2006-2008 Head of the Retail Banking Division and from 2009 – Head of the Corporate Banking Area. From 22 April 2010 – Deputy Chairman of the Management Board and since 24 October 2013 – Chairman of the Management Board of Bank Millennium S.A. He is responsible for the work of the Management Board, internal audit, compliance, legal support, HR, marketing communication & public relations, and personal data protection.

Mr Fernando Maria Cardoso Rodrigues Bicho graduated from the Economic Department at Universidade Catolica Portuguesa in 1984. In 1993 he obtained an MBA from Universidade Catolica Portuguesa.

He gained his professional experience inter alia in the Portuguese Foreign Investment Institute, Lloyds Bank Plc in Lisbon and Uniao de Banco Portugueses (UBP), later renamed to Banco Mello. He performed duties as fund manager and later in the bank, as Head of the Financial Division, he was in charge of inter alia the treasury and capital markets, securities operations, asset and liabilities management, issues on international capital markets, capital management and investor relations. After the purchase of Banco Mello by Banco Comercial Portugues (BCP) in 2000, Mr Fernando Bicho worked in the BCP Corporate Centre and from June 2001 he was Head of the Asset and Liabilities Management Division of the BCP Group.

Since 1 August 2002 Member of the Management Board of Bank Millennium S.A. (CFO). He supervises treasury, accounting, financial reporting and control, taxes, capital investments, relations with investors and financial institutions, management information and central acquisition, mortgage bank project, as well as coordination of Group entities (other than leasing, brokerage and from the area of investment funds).

Mr Wojciech Haase graduated from the Faculty of Production Economics at Gdańsk University.

He worked at the National Bank of Poland in Gdańsk to be then transferred to the group organising Bank Gdański S.A. In 1989-1997 he worked at Bank Gdański S.A. – first in the Credit Department and then in the Treasury Department. From 1993 he was Deputy Chairman of the Management Board of Bank Gdański S.A. and, next, acting Chairman of the Management Board of that Bank.

Since 27 June 1997 Member of the Management Board of Bank Millennium S.A. Since 4 December 2015 the Bank’s material risk management supervisor. Moreover, he supervises risk management, risk models, credit and ratings processes, liabilities collection and treasury control.

Mr Andrzej Gliński graduated from the Poznań University of Technology (1994) and completed his post-graduate studies in banking and finance at the Warsaw School of Economics.

From the beginning of his professional career he has worked in the financial sector: at Bank Handlowy S.A. in Warsaw – on management positions as Branch Director and Sales Director in the Assets Financing Department. Between 2001-2004 he was Vice President of Handlowy Leasing S.A. He has been working in the Bank Millennium Group since 2004, first as Chairman of Millennium Leasing Sp. z o.o. and next as Head of Corporate Banking Area at Bank Millennium S.A.

Member of the Management Board since 22 April 2010. He supervises corporate banking and its support, factoring and trade financing, structured finance, custody, as well coordination of the Group entities: leasing and brokerage.

Mr Wojciech Rybak graduated in economics from the University of Szczecin (1993) and Tempus – Portassist Programme of the University of Antwerp (1992).

Since the beginning of his professional career he has been associated with banking. From September 1992 until August 1994 he worked in Bank Morski S.A. as a Credit Inspector and, subsequently, Manager of the Business Credit Team. From September until November 1994 – Head of Credit Sub-unit in Bank Przemysłowo-Handlowy S.A., from December 1994 until September 1995 – specialist in the Capital Investment Department of Pomorski Bank Kredytowy S.A., and subsequently until April 1996 – Branch Director at PBB „Invest-Bank” S.A. in Szczecin.

Since May 1996 he has been working in the Bank Millennium S.A. Group, initially as a Branch Director in Szczecin (until March 2000), and, subsequently, as Director in the Customer Relationship Centre at the Bank’s Head Office (until August 2003).

From August 2003 he was the Member of the Management Board of Millennium Leasing Sp. z o.o. supervising, inter alia, the sales network and from June 2009 until June 2016 – Chairman of the Management Board of Millennium Leasing Sp. z o.o.

Member of the Management Board of Bank Millennium S.A. since 6 June 2016. He supervises the retail sales network, its optimization and support, private banking and direct banking.

Mr António Ferreira Pinto Júnior graduated in Economics (1985-1990) from Oporto University and Corporate Finance from Minho University (1993-1994).

He started his professional career in Banco Português do Atlântico (1990), since 1994 part of Millenniumbcp Group, gaining experience in Retail and Corporate Banking by holding managerial positions in the marketing and sales support areas.

Between 2002 and 2011 he worked in Bank Millennium, S.A., as Head of Departments in charge of Marketing, Quality, Processes and Operations, and, from April 2010, as a Member of the Management Board.

In the following 7 years, he held the position of Head of Retail Banking Marketing Department in Millenniumbcp in Portugal, and between July 2016 and May 2018 was also a non-executive Member of Management Board of ActivoBank.

Since 20 April 2018 Member of the Management Board of Bank Millennium S.A. He supervises electronic banking, sales campaigns, retail marketing, processes support management, administration and infrastructure, complaints and quality of services, coordination of Group entities from the area of investment funds and startups.

Mr Jarosław Hermann graduated from the Applied Mathematics and Physics Faculty at the Warsaw University of Technology in 1994 and Carlson School of Management MBA program in 2002.

He gained broad IT & Operations practice working on managerial positions in PepsiCo, Pioneer Financial Services and Accenture, where he conducted mid / large scale projects in the banking sector in Poland and CEE countries.

Between 2005-2010 he was Board Member of First Data Poland responsible for providing operational services for card acquiring and financial solutions business lines.

Between 2010-2016 he was Board Member of AXA companies in Poland responsible for IT & Operations.

From 2016 to 2018 he was Vice President of Polskie ePłatności, emerging card acquirer.

Since 1 August 2018 Member of the Management Board of Bank Millennium S.A. He supervises IT, product operations, settlement and cash management, recording, control and settlement of treasury transactions, security and business continuity.

The organizational structure of the Bank is consistent with strategy, modern approach to business and complies with the principles of corporate governance for financial institutions. The division of the tasks between the members of Management Board of the Bank is presented on the following diagram:

The principles of remuneration of the Management Board Members with the amount of salaries, bonuses and other benefits received in 2018 can be found in chapter IX of this report, Part 3 entitled “Remuneration policy“.

Bank shares held by Members of the Management Board (performing their functions on 31 December 2018)
Name and surname Function Number of shares
31.12.2018
Number of shares
31.12.2017
Joao Bras Jorge Chairman of the Management Board 111 000 111 000
Fernando Bicho Deputy Chairman of the Management Board 0 0
Wojciech Haase Member of the Management Board 7 494 7 494
Andrzej Gliński Member of the Management Board 0 0
António Ferreira Pinto Júnior Member of the Management Board 0 0
Wojciech Rybak Member of the Management Board 0 0
Jarosław Hermann Member of the Management Board 0 0