Governance structure

among other things it examines and approves the financial statements and the activity report for the financial year, it adopts a resolution on distribution of profit or coverage of loss, its grants a discharge to members of the Bank’s governing bodies on the performance of their duties, it selects and dismisses Supervisory Board members and sets their compensation.

supervises 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. The Supervisory Board’s standing committees are the Audit Committee, the Personnel Committee, the Strategic Committee and the Risk Committee. Most Audit Committee members, including its Chairman are independent within the meaning of the Act on Statutory Auditors, Audit Firms and Public Oversight. The Supervisory Board has 12 members (10 men and 2 women). Seven members of the Supervisory Board, including its Chairman, are Polish citizens. Six of the Supervisory Board members are not related to any shareholder with at least 5% of the Bank’s shares. The Supervisory Board’s term of office is three years.

manages all of the Bank’s operations and represents it externally. It defines the Bank’s organizational structure, the principles pertaining to its operation, work organization and its human resource policy rules. Additionally, the powers of the Management Board include, among others, the following: 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, appointing committees authorized to monitor specified matters in a continuous manner. The Bank’s Management Board has 7 members. Four Management Board members are Polish citizens. Management Board members are appointed for three years.

Within the management structure, the President of the Bank’s Management Board is responsible for the key environmental, economic and social issues.