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2018 Financial and Social Report

Supervisory Board

The Supervisory Board exercises constant supervision over the activity of the Bank. It operates under legal regulations, including the Articles of Association of the Bank, resolutions of the General Meeting as well as the Bylaws of the Supervisory Board available from the Bank’s website on the “About the Bank > Corporate bodies and governance” tab.

The meetings of the Supervisory Board are convoked once a quarter and if such need arises. The competences of the Supervisory Board comprise, in particular, the appointment and recalling of Members of the Management Board (by an ordinary majority of votes) and determination of their remuneration principles. Resolutions are adopted by a simple majority of votes with at least half of its members present. In the case of an equal number of votes the Chairman of the Supervisory Board has a casting vote.

The Supervisory Board of the Bank consists of at least five Members, of whom at least half, including the Chairman, are of Polish nationality. Members of the Supervisory Board are appointed at a General Meeting for a three-year term of office.

During the period from 1 January 2018 to 26 March 2018 the Supervisory Board of the Bank consisted of the following persons:

  1. Bogusław Kott – Chairman of the Supervisory Board
  2. Nuno Manuel da Silva Amado – Deputy Chairman of the Supervisory Board
  3. Dariusz Rosati – Deputy Chairman and Secretary of the Supervisory Board
  4. Julianna Boniuk-Gorzelańczyk – Member of the Supervisory Board
  5. Miguel de Campos Pereira de Bragança – Member of the Supervisory Board
  6. Agnieszka Hryniewicz-Bieniek – Member of the Supervisory Board
  7. Anna Jakubowski – Member of the Supervisory Board
  8. Grzegorz Jędrys – Member of the Supervisory Board
  9. Andrzej Koźmiński – Member of the Supervisory Board
  10. Miguel Maya Dias Pinheiro – Member of the Supervisory Board
  11. Rui Manuel da Silva Teixeira – Member of the Supervisory Board

On 26 March 2018 the General Meeting discharged all Members of the Supervisory Board performing their functions in 2017 from the performance of their duties in the accounting year 2017.

Moreover, the General Meeting of the Bank established that the Supervisory Board would be composed of 12 Members and elected the members of the Supervisory Board for a new term of office. In connection with this the composition of the Supervisory Board as of 31 December 2018 was as follows:

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 the Chairman of the Management Board.

Since 24 October 2013 he has been the Chairman of the Supervisory Board of Bank Millennium S.A.

Mr Bogusław Kott has been a member of the Polish Business Roundtable since 1994. From 16 June 2014 to 2 October 2018 he was a member of Supervisory Board of Yareal Polska Sp. z o.o. Since 1 September 2018 he has been a member of Board of Trustees of Kozminski University in Warsaw.

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 in consulting (KPMG) and international banks (Citibank and Deutsche Bank) in Portugal, between 2006 – 2012 he was Chairman of the Executive Committee and Vice-Chairman of the Board of Directors of Banco Santader Totta (Portugal). From 2012 to 2018 he was Vice-Chairman of the Board of Directors and CEO of the Executive Committee of Banco Comercial Portugues (BCP), Portugal. Since July 2018 he has been Chairman of the Board of Directors of BCP.

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

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 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 was the Chairman of the Public Finance Committee. Author of more than 200 scientific papers and publications, including five books on economic policy.

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

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 (France).

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.

Since 20 April 2012 he has been Member of the Supervisory Board of Bank Millennium S.A.

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 cover 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 in Poland 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. In October 2018 she also acquired the additional function Head of Google for Startups in Poland and Central-Eastern Europe.

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

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

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 – Managing Director in Coca-Cola Poland Services Sp z o.o. and Franchise General Manager – Poland/Baltics in The Coca-Cola Company, Management Board Member in Multivita Sp. z o. o, Management Board Member – Managing Director in Coca-Cola Balti Jookide AS. Since 2018 she has been General Manager for Poland and Baltics for Marie Brizard Wine & Spirits Sp. z o.o.

She has also been involved with the following organizations and associations: Women’s International Networking Leadership Forum – Board of Advisors (2004 – 2012), 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 (2005 – 2010) in Geneva Women in International Trade, across 2015 – 2016 she served also as a Member of the Board of Directors of the American Chamber of Commerce in Poland. 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).

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

Mr Grzegorz Jędrys graduated from the Production Economics Faculty of the Warsaw School of Economics and from a post-graduate course at the 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. From 1997 to 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. From 1997 to 2005 he was a Member of 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 Member of the Supervisory Board of Bank Millennium S.A.

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 the 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 ALK Interdisciplinary Centre, Head of the Management Chair until 2014. In 1981 – 1987 he was 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 the Leopold Kronenberg Banking Foundation; in 2014 – 2018 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 Szczecin University and in December 2017 the title of Doctor Honoris Causa from the Board of Governors of ESCP Europe in Paris.

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

Mr  Alojzy Nowak in 1984 graduated from the  Warsaw School of Economics; earned a Ph.D in 1991 and Habilitation in 1995; and in 1992 he studied economics at the University of Illinois at Urbana – Champaign, USA, M.A. in economics. In 1993 he completed studies in banking, finance and capital markets at Exeter, UK, in 1996 economic studies at the Free University of Berlin, and in 1997 in International Economics at RUCA. In 2002 he became Professor of Economics.

He has won a number of prestigious awards, including the Rector’s Award for Scientific Achievements (annually since 1997), Award of the Minister of Education for the book “Integracja europejska. Szansa dla Polski?” and the book „Banki a gospodarstwa domowe – dynamika rozwoju”. Member of scientific organizations and professional editorial boards of periodicals, among others “Foundations of Management” (member of the editorial board), “Journal of Interdisciplinary Economics” (editor-in-chief), “Yearbook on Polish European Studies”, “Mazovia Regional Studies”; “Gazeta Bankowa” and a reviewer in PWE SA Warszawa publishing company. For many years committee member of “Teraz Polska” Award and scientific council member of “Studia Europejskie”.

He gained his professional experience working among others as Head of the International Business Relations Section at the Management Faculty, University of Warsaw, Head of the National Economy Chair at the Management Faculty, University of Warsaw, Director of European Center at the University of Warsaw, Deputy Dean in charge of foreign cooperation at the Management Faculty, University of Warsaw, dean at the Management Faculty, University of Warsaw and Deputy Rector in charge of scientific research and cooperation, University of Warsaw. He is a lecturer at the University of Warsaw, and also in France, UK, USA, Russia, China and Korea.

Further, he worked as: advisor to the Prime Minister, to the Minister of Agriculture, CEO of the University Sports Association in Poland and at the University of Warsaw, member of the NewConnect advisory committee at the Management Board of the Warsaw Stock Exchange, member of the Foundation Council of the National Bank of Poland, chairman of the Scientific Council of the National Bank of Poland.

Over the years he sat on supervisory boards of various institutions, including among others: PZU S.A, PTE WARTA S.A., PKO BP S.A., JSW S.A., Chairman and Deputy Chairman of the Supervisory Board in EUROLOT S.A.

He is a member of the National Development Council appointed by President Andrzej Duda. Since December 2018 he has been a member of the Scientific Council of the Institute of New Structural Economics at the University of Beijing, where he is among 22 outstanding scientists from around the world, including 4 Nobel laureates in the field of economic sciences.

Since 26 March 2018 Member of the Supervisory Board of Bank Millennium S.A.

Mr José Miguel Bensliman Schorcht da Silva Pessanha has a Master’s Degree in Economics from Université Catholique de Louvain and a Master’s Degree in Operational Investigation (academic portion) from Instituto Superior Técnico and also has a Licentiate Degree in Economics, Universidade Católica Portuguesa. He attended the PADE (Corporate Senior Management Programme) at Associação de Estudos Superiores de Empresa (AESE), the Eureko Program in INSEAD, he had a Scholarship from Invotan (NATO) and received a scholarship linked to the Award Joseph Bech, granted by the Government of Luxembourg for commitment to the European Union.

From 1982 to 1989 he worked as a financial services advisor – Banco Português do Atlântico, Banco Nacional Ultramarino, Banco Espírito Santo, Manufacturers Hannover Trust, between 1982 – 1995 he was Professor in charge of the courses of Statistics I and II and Econometrics – Universidade Católica Portuguesa. He was responsible for the risk control, ALM, financial markets research and capital markets areas of the Financial Division – Banco Português do Atlântico, S.A. from 1989 to 1995 and Advisor to the Chairman of the Plan National Council from 1990 to 1993. Between 1993 and 2002 he was a Member of the Board of Directors of Corretora Atlântico – Soc. Financeira de Corretagem S.A. and of Servimédia – Sociedade Mediadora de Capitais, S.A. and Chairman of the Board of Directors of Servimédia – Sociedade Corretora S.A. and Head of the Assets and Liabilities Management Division of BPA (1995 – 1998), and of BCP (1998 – 2000). At Banco Comercial Português, S.A. he was Head for the “Year 2000” Project of Group BCP (1999 – 2000) and was responsible for the design, development and launching of the “cidadebcp” bank website (2000 – 2002). From 1998 to 2003 he coordinated the Investment Products Unit of Banco Comercial Português, S.A. From 2003 to 2015 he was the Group Risk Officer of Banco Comercial Português, S.A. In 2014 he was a lecturer responsible for the banking in a global context course at Universidade Católica Portuguesa. Currently he is a Member of the Board of Directors and of the Executive Committee of Banco Comercial Português, S.A. Chairman of the Audit Board of Millennium bcp Ageas Grupo Segurador, SGPS, S.A., Vice-Chairman of the Board of Directors and Chairman of the Audit Board of Ocidental – Companhia Portuguesa de Seguros de Vida, S.A. and Vice-Chairman of the Board of Directors and Chairman of the Audit Committee of Ocidental – Sociedade Gestora de Fundos de Pensões, S.A. (formerly Pensões Gere – Sociedade Gestora de Fundos de Pensões, S.A.). He is also Member of the Board of Directors of BIM – Banco Internacional de Moçambique, S.A., Member of Board of Directors of Banque Privée BCP (Suisse), S.A. and Member of the Board of Directors and Chairman of the Audit Committee of Banco Millennium Atlântico, S.A.

Since 26 March 2018 Member of the Supervisory Board of Bank Millennium S.A.

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, the Advanced Management Programme – INSEAD and the Corporate Governance Programme – AESE.

From 1987 to 1990 he held commercial and financial functions in the SME industry sector. 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 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: Chief Executive Officer (CEO) and Vice-Chairman 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 and Member of the Board of Directors of Banco Internacional de Moçambique, S.A.

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

Mr Lingjiang Xu has a Bachelor’s Degree in German from the Foreign Studies University of Beijing, a Master’s Degree in World Economics from the Nan Kai University, Tianjin and a Master’s Degree in Finance from the London Business School.

From July 1993 to February 1995 he worked as Desk Officer at the European Affairs Department of the Chinese Ministry of Foreign Trade and Economic Cooperation in Beijing. He was Third Secretary of the Commercial Office of the Chinese Consulate General in Hamburg from February 1995 to October 1998. Between October 1998 and February 2006 he was the Division Director of the European Affairs Department of Chinese Ministry of Commerce in Beijing. From February 2006 to January 2010 he was the First Secretary of the Commercial Office of the Chinese Embassy in London. In September 2011 he was elected Associate Director of Vermilion Partner LLP (London) (to March 2012). From March 2012 to December 2013 was Partner to RH Regent Investment Management Co Ltd (Shanghai). During the years of 2015 to 2017, he was -Non-Executive Director of Luz Saúde, S.A. and Non-executive Director of Multicare – Seguros de Saúde, S.A., as well as Non-executive Director of the Board of Directors of Fidelidade Assistência – Companhia de Seguros S.A. From 18 October 2016 to 31 March 2017 he held the position of Non-executive Member of the Board of Directors of Chiado (Luxembourg) S.à.r.l. From 2015 to 2018 he also held the managerial position in Fosun Management (Portugal), Lda. Currently he is Non-executive Member of the Board of Directors, Member of the Committee for Nominations and Remunerations and Chairman of the Committee for Corporate Governance, Ethics and professional Conduct of Banco Comercial Português, S.A. He is also Non-executive Member of the Board of Directors of Fidelidade – Companhia de Seguros, S.A. and Chairman of the Board of Directors of Longrun Portugal, SGPA,S.A.

Since 26 March 2018 Member of the Supervisory Board of Bank Millennium S.A.

Standing Committees of the Supervisory Board

As of the day of holding of the General Meeting of the Shareholders of Bank Millennium S.A. approving the financial report for 2017, i.e. as of 26 March 2018, there expired the term of office of the Bank’s Supervisory Board and committees operating as its part. The General Meeting of Shareholders after discharging the Members of the Bank’s Supervisory Board from their duties for the accounting year 2017 elected the Supervisory Board for the new term of office to end as of the day of holding the General Meeting of Shareholders approving the financial report for 2020.  The Supervisory Board for the new term of office, at its first meeting on 26 March 2018, determined the composition of the Standing Committees of the Supervisory Board, i.e. the Audit Committee, Personnel Committee, Strategic Committee and Risk Committee.

The Audit Committee is a standing committee of the Supervisory Board, established in 2000 and supporting the Supervisory Board in supervision over the execution of the internal audit function in the Bank. Furthermore, the Audit Committee focuses on financial reporting, internal control and risk management at the Bank.

Pursuant to the Act of 11 May 2017 on statutory auditors, audit firms and public oversight the Audit Committee consists of at least three Members. All the Members of the Audit Committee have knowledge and skills in accounting or financial auditing, as well as in the banking sector, which is confirmed by the history of their professional career and the duties hitherto performed by them. The majority of the Members of the Audit Committee, including its Chairman, are independent from the Bank. The Audit Committee meets on a regular basis (once every quarter) upon the initiative of the Chairman of the Committee 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 main responsibilities of the Audit Committee include specifically: (i) monitoring the process of financial reporting, (ii) monitoring the effectiveness of the internal control systems and risk management systems, and internal audit, including in the area of financial reporting, (iii) monitoring financial audit activities, (iv) preparing for the Supervisory Board opinions providing the basis of performing by the Supervisory Board assessments on the adequacy and effectiveness of the internal control system, including the annual review of the adequacy and effectiveness of the control function, Compliance Department and Internal Audit Department and (v) controlling and monitoring the independence of a statutory auditor and audit firm, particularly in the case when other services than audit are provided for the Bank by an audit firm.

In 2018 six meetings of the Audit Committee of the Supervisory Board took place on the following days: 31 January 2018, 23 February 2018, 19 April 2018, 4 June 2018, 24 July 2018, 25 October 2018 and an additional one, “by circulation”, on 18 September 2018.

Detailed information regarding the issues raised during the meetings of the Committee in 2018 is to be found in the „Report on activities of the Supervisory Board of Bank Millennium S.A. in 2018” in the chapter „ Activities of the Audit Committee in the reporting period”.

From 1 January 2018 to 26 March 2018 the Audit Committee of the Supervisory Board of Bank Millennium SA was composed of the following members:

  1. Grzegorz Jędrys – Chairman (independent)
  2. Bogusław Kott
  3. Miguel de Campos Pereira de Bragança
  4. Anna Jakubowski (independent)
  5. Agnieszka Hryniewicz-Bieniek (independent)

On 26 March 2018 the Supervisory Board elected the Audit Committee for a new term of office (Resolution no 11/2018 of the Supervisory Board).

Consequently, from 26 March 2018 to 31 December 2018 the Audit Committee of the Bank’s Supervisory Board consisted of the following persons:

  1. Grzegorz Jędrys – Chairman (independent)
  2. Bogusław Kott
  3. Miguel de Campos Pereira de Bragança
  4. Anna Jakubowski (independent)
  5. Alojzy Nowak (independent)

The composition of the Audit Committee satisfied the criteria stipulated in Art. 129 section 1 and 3 of the Act on Statutory Auditors.

The Personnel Committee is a standing committee of the Supervisory Board, established in 2000. Its responsibilities include in particular: (I) evaluation of candidates for Members of the Management Board, (II) establishment of the terms of employment for newly appointed Members of the Management Board, (III) negotiation of amendments to the terms of employment of the Members of the Management Board, (IV) determining the terms of employment termination for Members of the Management Board and (V) implementation of tasks in the area of policy of variable remuneration components.

In 2018 the composition of the Personnel Committee did not change in connection with the election of the Supervisory Board for the new term of office at the meeting on 26 March 2018. The Supervisory Board elected the same Supervisory Board representatives who performed the duties of the members in the preceding term of office. Thus, during the period from 1 January to 31 December 2018 the composition of the Personnel Committee was follows:

  1. Andrzej Koźmiński – Chairman
  2. Nuno Manuel da Silva Amado
  3. Miguel de Campos Pereira de Bragança
  4. Bogusław Kott

The Strategic Committee as a standing committee of the Supervisory Board has existed at 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 to 26 March 2018 the Strategic Committee consisted of the following persons:

  1. Bogusław Kott – Chairman
  2. Nuno Manuel da Silva Amado
  3. Miguel de Campos Pereira de Bragança
  4. Agnieszka Hryniewicz-Bieniek
  5. Anna Jakubowski
  6. Andrzej Koźmiński
  7. Miguel Maya Dias Pinheiro
  8. Dariusz Rosati

During the period from 26 March to 31 December 2018 the Strategic Committee consisted of the following persons:

  1. Bogusław Kott – Chairman
  2. Nuno Manuel da Silva Amado
  3. Miguel de Campos Pereira de Bragança
  4. Agnieszka Hryniewicz-Bieniek
  5. Anna Jakubowski
  6. Andrzej Koźmiński
  7. Lingjiang Xu
  8. Dariusz Rosati

The Risk Committee is a standing committee of the Supervisory Board set up on 4 December 2015. Its competences include the tasks stipulated for such committee in the Banking Law and allocated to it in other regulations applicable to banks as well as supervisory recommendations implemented by the Bank.

During the period from 1 January to 26 March 2018 the Risk Committee consisted of the following persons:

  1. Dariusz Rosati – Chairman
  2. Miguel de Campos Pereira de Bragança
  3. Bogusław Kott
  4. Miguel Maya Dias Pinheiro
  5. Grzegorz Jędrys
  6. Julianna Boniuk-Gorzelańczyk

 

During the period from 26 March to 31 December 2018 the Risk Committee consisted of the following persons:

  1. Dariusz Rosati – Chairman
  2. Miguel de Campos Pereira de Bragança
  3. Bogusław Kott
  4. Grzegorz Jędrys
  5. José Miguel Bensliman Schorcht da Silva Pessanha

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 entitled to monthly remuneration for sitting on the Supervisory Board. The amount of the remuneration is defined by a resolution adopted by the GMS with the consideration of the principles stipulated in the Policy, including the principle of its adequacy to the scale of the Bank’s operation. The remuneration may be diversified in view of the function performed in the Supervisory Board and should be correlated with the involvement in 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 the remuneration for sitting on the Supervisory Board, members of standing committees of the Supervisory Board are entitled to separate remuneration in connection with the tasks performed by them as part of these committees. If the Supervisory Board delegates its member to individually exercise supervision on a permanent basis, the Supervisory Board may assign to such Supervisory Board member additional remuneration for the duration of the 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 accounting 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 to refrain 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 2018 (in PLN ths)
Name and surname Remuneration for 2018 Other benefits Total (in PLN ths)
Bogusław Kott 305,0 21,6 326,6
Andrzej Koźmiński 135,0 0,0 135,0
Dariusz Rosati 165,0 0,0 165,0
Grzegorz Jędrys 200,0 0,0 200,0
Nuno Manuel Da Silva Amado 130,0 0,0 130,0
Miguel De Campos Pereira De Braganca 180,0 0,0 180,0
Miguel Maya Dias Pinheiro 125,0 0,0 125,0
Agnieszka Hryniewicz-Bieniek 135,0 0,0 135,0
Anna Jakubowski 155,0 0,0 155,0
Rui Manuel Da Silva Teixeira (*) 30,0 0,0 30,0
Julianna Boniuk-Gorzelańczyk (*) 35,0 0,0 35,0
Alojzy Nowak (**) 110,0 0,0 110,0
Jose Miguel Pessanha (**) 105,0 0,0 105,0
Lingjiang Xu (**) 95,0 0,0 95,0
TOTAL: 1 905,0 21,6 1 926,6

(*) Member of the Supervisory Board until 26 March 2018

(**)Member of the Supervisory Board since 26 March 2018

In 2018, Members of the Supervisory Board did not receive any remuneration or additional benefits from the Bank subsidiary companies.

The Bank’s shares held by Supervisory Board Members (performing their functions on 31 December 2018)
Imię i nazwisko Function Number of shares at  31.12.2018 Number of shares at  31.12.2017
Bogusław Kott Chairman of the Supervisory Board 1 000 1 000
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
José Miguel Bensliman Schorcht da Silva Pessanha Member of the Supervisory Board 0
Miguel de Campos Pereira de Bragança Member of the Supervisory Board 0 0
Agnieszka Hryniewicz-Bieniek Member of the Supervisory Board 0 0
Anna Jakubowski Member of the Supervisory Board 0 0
Grzegorz Jędrys Member of the Supervisory Board 0 0
Alojzy Nowak 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 0
Lingjiang Xu Member of the Supervisory Board 0 0