Financial and
ESG report 2020

Governance structure

[GRI 102-18]
According to the Articles of Association of Bank Millennium, the Bank’s governing bodies include: Shareholder Meeting, Supervisory Board and Management Board.

Millenium-Grafy-2019_struktura-zarzadzania-EN Millenium-Grafy-2019_struktura-zarzadzania-EN

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. Seven 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. The Supervisory Board’s committees are the Audit Committee, the Personnel Committee, the Strategic Committee and the Risk Committee. 

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. 

In 2020, the provisions of the Articles of Association of the Bank regarding the Bank’s bodies were slightly amended (e.g. Article 21 sec. 5, Article 17 sec. 2.2) – the consolidated text of the Articles of Association is available on the Bank’s website. 

[GRI 405-1] Bank Millennium’s Management Board by age group Men Women Total
[30-50]  1 (14%)  0 (0%)  1 (14%) 
≥50  6 (86%)  0 (0%)  6 (86%) 
Total  7 (100%)  0 (0%)  7 (100%) 

Governance structure in the Bank’s companies

The entire Bank Millennium Management Board sits in the Supervisory Boards of Millennium Dom Maklerski SA, Millennium Leasing sp. z o.o. and Millennium Goodie sp. z o.o. In the Supervisory Boards of other Bank Millennium Group’s companies, the Bank’s Management Board Members constitute a majority of the Board’s composition. Additionally, in the case of Millennium Bank Hipoteczny SA (apart from 4 Bank Millennium S.A.’s Management Board Members), the Supervisory Board is composed, as required by laws, of independent members. 

Dom Maklerski is the owner of Millennium TFI. Representatives of Millennium Dom Maklerski and independent members, in accordance with the legal regulations, sit on the Supervisory Board of Millennium TFI. As the Bank’s Management Board sits on the Supervisory Board of Millennium Dom Maklerski, it also indirectly supervises Millennium TFI (the mutual fund management company). 

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