Among other things it examines and approves the financial statements and the activity report of the Bank and the Bank’s Group 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, adopts resolutions to issue its opinions on the Supervisory Board’s report on compensation.
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.
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 other members of the Bank’s Management Board 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 (9 men and 3 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 term of office of the Supervisory Board lasts three years.
Manages all of the Bank’s operations and represents it externally. Based on the basic organizational structure approved by the Supervisory Board, the Management Board determines a detailed organizational chart of the Bank. The Management Board defines the principles pertaining to Bank’s operation, work organization and its human resource policies. Additionally, the powers of the Management Board include, among others, 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 members of the Management Board are the citizens of Poland. The Management Board’s term of office shall be three years.
Within the management structure, the President of the Bank’s Management Board is responsible for overseeing the area of sustainable development.
In 2021, the provisions of the Bank’s Articles of Association regarding the Bank’s governing bodies were amended to reflect changes in the law (e.g. § 8.1, § 15.1 and § 15.3, § 21.5 of the Articles of Association) – 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] | 0 (0%) | 0 (0%) | 0 (0%) |
| ≥50 | 7 (100%) | 0 (0%) | 7 (100%) |
| Total | 7 (100%) | 0 (0%) | 7 (100%) |
Governance structure in the Bank’s companies
The entire Management Board of Bank Millennium sits on the Supervisory Boards of the following companies: Millennium Dom Maklerski SA, Millennium Leasing sp. z o.o. and Millennium Goodie sp. z o.o. In the Supervisory Boards of the remaining companies of the Bank Millennium Group, members of the Bank’s Management Board constitute a majority of the Supervisory Board composition, except for a new company in the Group structure – Millennium Financial Services sp. z o.o. (the company was registered under the name Millennium Financial Services sp. z o.o. in KRS on 18 January 2022, its previous name was Flambortille Investments sp. z o.o.), which does not have a Supervisory Board. Additionally in the case of Millennium Bank Hipoteczny S.A. (apart from 4 members of the Bank Millennium S.A. Management Board) the Supervisory Board is composed of independent members in accordance with the law.
Millennium 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 supervises Millennium TFI (the mutual fund management company).
Pursuant to the Act on Covered Bonds and Mortgage Banks, a trustee and at least one deputy trustee is appointed by the Polish Financial Supervision Authority at each mortgage bank on the motion of the supervisory board of such bank. On 20 May 2021, the Polish Financial Supervision Authority, on the motion of the Supervisory Board of Millennium Bank Hipoteczny, appointed a Trustee and Deputy Trustee at Millennium Bank Hipoteczny.