Financial and ESG Report

The Supervisory Board exercises constant supervision over the activity of the Bank operating 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”.   

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 a simple 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 a 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. 

The composition of the Supervisory Board between 1 January 2021 and 24 March 2024 was as follows:
  • Bogusław Kott – Chairman of the Supervisory Board, 
  • Nuno Manuel da Silva Amado – Deputy Chairman of the Supervisory Board, 
  • Dariusz Rosati – Deputy Chairman and Secretary of the Supervisory Board, 
  • Miguel de Campos Pereira de Bragança – Member of the Supervisory Board, 
  • Agnieszka Hryniewicz-Bieniek – Member of the Supervisory Board, 
  • Anna Jakubowski – Member of the Supervisory Board, 
  • Grzegorz Jędrys – Member of the Supervisory Board, 
  • Andrzej Koźmiński – Member of the Supervisory Board, 
  • Alojzy Nowak – Member of the Supervisory Board, 
  • José Miguel Bensliman Schorcht da Silva Pessanha – Member of the Supervisory Board, 
  • Miguel Maya Dias Pinheiro – Member of the Supervisory Board, 
  • Lingjiang Xu – Member of the Supervisory Board. 
On 24 March 2021, the General Meeting of the Bank appointed the Bank's Supervisory Board for a new term of office ending on the date of the General Meeting approving the Bank's financial statements for the financial year 2023. Accordingly, the composition of the Supervisory Board is as follows:
  • Bogusław Kott – Chairman of the Supervisory Board, 
  • Nuno Manuel da Silva Amado – Deputy Chairman of the Supervisory Board, 
  • Dariusz Rosati – Deputy Chairman and Secretary of the Supervisory Board, 
  • Miguel de Campos Pereira de Bragança – Member of the Supervisory Board, 
  • Olga Grygier-Siddons – Member of the Supervisory Board, 
  • Anna Jakubowski – Member of the Supervisory Board, 
  • Grzegorz Jędrys – Member of the Supervisory Board, 
  • Alojzy Nowak – Member of the Supervisory Board, 
  • José Miguel Bensliman Schorcht da Silva Pessanha – Member of the Supervisory Board, 
  • Miguel Maya Dias Pinheiro – Member of the Supervisory Board, 
  • Beata Stelmach – Member of the Supervisory Board, 
  • Lingjiang Xu – Member of the Supervisory Board. 

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. From 31 May 2019 to the day of merger with Bank Millennium S.A. i.e. 1 October 2019, also the Chairman of the Supervisory Board of Euro Bank S.A. 

Mr Bogusław Kott has been a Member of the Polish Business Roundtable since 1994 and since May 2020 Honorary Member. 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 Business Degree 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 auditing (KPMG) and in international banks (Citibank, Deutsche Bank and Banco Santander) in Portugal. Between 2006 – 2012 he was Vice-Chairman of the Board of Directors and CEO of Banco Santander Totta (Portugal). From 2012 to 2018 he was Vice-Chairman of the Board of Directors and CEO 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 Emeritus of Economic Sciences, Institute of International Economic Policy 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 he was Minister of Foreign Affairs of the Republic of Poland. In 1998 – 2004 Member of the Monetary Policy Council of the National Bank 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 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 2014 – 2019 Member of the European Parliament. Member of Parliament of the Republic of Poland of 7th term in 2011 – 2014 – he was the Chairman of the Public Finance Committee – and of 9th term, elected in 2019. Author of more than 200 scientific papers and publications, including six 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 Licentiate 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 a Member of the Supervisory Board of Bank  

Millennium S.A. and since 2019 Vice-Chairman of the Board of Directors of Activobank. 

Since 2018 Non-executive Director of SIBS, SGPS, SA and of SIBS Forward Payment Solutions, SA and Non-executive Director of the BofD of UNICRE- Instituição Financeira de Crédito, SA, as representative of Banco Comercial Português, SA. 

Ms Olga Grygier-Siddons graduated from the University of Manchester, Computer Science and Accounting. She is also Fellow Chartered Accountant, Institute of Chartered Accountants of England and Wales. 

After having graduated in Great Britain, she pursued her professional career in the advisory sector. In 1991, she joined PwC in the Corporate Finance area. In 1998, she was promoted to the position of Partner and was responsible for the delivery of diverse projects for the public and private sectors around the world. In 2004, she decided to relocate to Poland and in 2014, she assumed the position of Managing Partner for Central and Eastern Europe at PwC. For 15 years she was responsible for business development and overseeing projects in 29 countries, in a company with 12,000 employees. She became the first female member of the PwC Strategy Council which comprises 20 top leaders of the PwC Network. 

She retired from PwC in 2019 and currently serves as a strategic advisor and Mentor. 

Moreover, until today she performs among other the following functions: Member of the Council of the Silesian University, Member of the Belvedere Forum Steering Committee; Member of the Emerging Europe Steering Committee; founder and CEO of the Experiential Learning Hub – Villa Poranek. 

Since 24 March 2021 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, Ontario. 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. In 2018 she held the role of General Manager for Poland and Baltics for Marie Brizard Wine & Spirits Sp. z o.o. In 2019-2020, she held the role of General Manager of Avon Cosmetics Polska Sp. z o.o. and is currently the Managing Director and investor in Life Institute Sp. z o.o. Sp. k.  She is an independent Supervisory Board member of Artic Paper S.A. 

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, 2015 – 2018 as a Management Board Member, Vice President International Association of Advertising (IAA) in Poland (Warsaw, Poland). Currently is a Member of the Board of the Polish – Canadian Chamber of Commerce, an Adviser and Mentor in the Global Shapers – Mentor4Starters initiative, and a mentor of the CFA Society Poland. 

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. From 31 May 2019 to the day of merger with Bank Millennium S.A. i.e. 1 October 2019, also Member of the Supervisory Board of Euro Bank 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. From 31 May 2019 to the day of merger with Bank Millennium S.A., i.e. 1 October 2019, also Member of the Supervisory Board of Euro Bank S.A. Since July 9, 2020, acting as a Member of the Supervisory Board of Millennium Bank Hipoteczny S.A. 

Mr Alojzy Nowak in 1984 graduated from the Warsaw School of Economics; earned a Ph.D. in 1991 and Habilitation in 1995. Moreover in 1992 – as part of an annual scholarship from the A. Mellon Foundation – he studied economics at the University of Illinois at Urbana-Champaign, USA; n 1993, as a scholarship holder of the United Kingdom Government under the Know-How Fund, he studied banking, finance and capital markets at the University of Exeter; in 1996, as part of a semester scholarship from the German Government, he studied economics at Freie Universitat in Berlin, and in 1997 as part of a semester scholarship of the Belgian Government, he studied international economics at the RUCA University in Antwerp. 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 many 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”. Author of over 300 publications in Poland and abroad. 

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 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 Vice-Rector for Research and Liaison, University of Warsaw. Since June 2020 he has become the rector of the University of Warsaw, elected for the 4-year term of office. 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 Council of the Scientific 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., Cyfrowy Polsat S.A., ZE PAK S.A., JSW S.A., Chairman and Deputy Chairman of the Supervisory Board in EUROLOT S.A. 

He was 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  Research (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 risk control, ALM, financial markets research and capital markets areas in 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. , Vice-Chairman of the Board of Directors and 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 Ageas  – Sociedade Gestora de Fundos de Pensões, S.A. (formerly Ocidental – Sociedade Gestora de Fundos de Pensões, S.A.). 

He is also Member of the Board of Directors and Chairman of the Audit Committee of BIM – Banco Internacional de Moçambique, 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 bachelor’s degree in Business Organization and Management, having also completed a  Senior Management Programme (PADE) at AESE,  an Advanced Management Programme  at INSEAD and a Corporate Governance Programme – at AESE. 

From 1987 to 1990 he held commercial and financial functions in a manufacturing SME company. Joined Banco Português do Atlântico in 1990, institution where he assumed functions in the corporate banking area and led the coordination of the Economic and Financial Research Office.  

Between 1996 and 2007 he assumed several senior management positions within BCP Group both in Portugal and Spain, namely head of the Corporate Banking Marketing Division of BCP, Coordinator of the retail banking network of NovaRede, CEO of Manager Land in Barcelona, head of Innovation and Commercial Division of BCP. From 2007 to 2009 he was Chief of Staff for the Chairman of the Executive Board of Directors of BCP.  

In 2009 Mr Miguel Maya was appointed Member of the Executive Board of Directors of BCP and Member of the Board of Directors of Fundação Millennium BCP. 

Between 2012 and 2016 he was Chairman of the Board of Directors of Banco Millennium Angola, S.A and 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 still holds.   

From 2012 to 2019 Mr Miguel Maya was Chairman of the Board of Directors of Interfundos – Gestao de Fundos de Investimento Imobiliario, S.A.  

Currently Mr Miguel Maya holds the following positions  in BCP’s Group governing bodies: Chief Executive Officer (CEO) and Vice-Chairman of the Board of Directors of BCP, Chairman of the Board of Directors of ActivoBank, 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 he has been a Member of the Supervisory Board of Bank Millennium S.A. 

Ms Beata Stelmach is a graduate of the Finance and Statistics Faculty at the Warsaw School of Economics, she also holds an MBA from Calgary University and at INSEAD. 

For many years she was involved with the capital and financial market – from the start of economic transformation she worked in the Securities and Exchange Commission, then she held management functions in capital market entities, including MCI Capital TFI SA, Intrum Justitia TFI SA, she stood at the head of the Polish Association of Listed Companies. Ms B. Stelmach also has management experience in other industries: during 2001 – 2005 she sat on the governing bodies of Prokom Software SA; in 2013 she became the CEO and Director General of General Electric (Poland and Baltics). During 2018 – 2020 she was the President of PZL Świdnik SA. 

Moreover, she held advisory functions in the World Bank and also sat on the Supervisory Boards i.a. of Bank BPH SA and HSBC BANK POLSKA SA. 

During 2011 – 2013 she was Undersecretary of State in the Ministry of Foreign Affairs, responsible for global economic policy as well as public and cultural diplomacy. 

Ms B. Stelmach was decorated with the Knight’s Cross of Polonia Restituta Order for outstanding contribution in the Foreign Service and work achievements undertaken for the benefit of the country and diplomatic activity. 

Since 24 March 2021 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., Chairman of the Board of Directors of Longrun Portugal, SGPA,S.A. and since November 2019 Member of the Board of Directors of Luz Saude, S.A. 

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

Standing Committees of the Supervisory Board

The Supervisory Board may establish standing or ad hoc committees to carry out specific tasks. The Standing Committees of the Supervisory Board are: the Audit Committee, Personnel Committee, Strategic Committee and Risk Committee. 

Detailed information regarding the composition of the committees and the issues raised during the meetings of the Committees in 2021 is to be found in the Report on activities of the Supervisory Board of Bank Millennium S.A. in 2021, published on Bank Millennium’s website. 

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. The Members of the Audit Committee have knowledge and skills in accounting or auditing of financial statements, 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 of 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: 

  • monitoring the process of financial reporting, 
  • monitoring the effectiveness of the internal control systems and risk management systems, and internal audit, including in the area of financial reporting, 
  • monitoring financial audit activities, 
  • preparing for the Supervisory Board opinions providing the basis of performing by the Supervisory Board assessments of 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 
  • controlling and monitoring the independence of a statutory auditor and audit firm, particularly in the case when other services than audit of financial statements are provided for the Bank by an audit firm. 

In 2021 took place six meetings of the Audit Committee of the Supervisory Board at the following dates: 28 January 2021, 18 February 2021, 7 May 2021, 22 July 2021, 21 October 2021, 13 December 2021 and one additional meeting by circulation on 11 February 2021. 

Detailed information regarding the issues raised during the meetings of the Committee in 2021 is to be found in the „Report on activities of the Supervisory Board of Bank Millennium S.A. in 2021” in the chapter „Activities of the Audit Committee in the reporting period”. 

From 1 January 2020 to 24 March 2020 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. Alojzy Nowak (independent) 

On 24 March 2021, the newly appointed Supervisory Board elected the Members of the Audit Committed (Supervisory Board Resolution No. 25/2021) for the new terms of office, with the following composition: 

  1. Grzegorz Jędrys – Chairman (independent) 
  2. Miguel de Campos Pereira de Bragança 
  3. Olga Grygier-Siddons (from 1 July 2021) (independent) 
  4. Anna Jakubowski (independent) 
  5. Alojzy Nowak (independent) 
  6. José Miguel Bensliman Schorcht da Silva Pessanha 

In this, unchanged composition the Audit Committee of the Bank Millennium S.A. Supervisory Board functioned until the end of 2021. 

The composition of the Audit Committee satisfied the criteria stipulated in Art. 129 section 1 and 3 of the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight. 

The Personnel Committee has existed at the Bank since 2000. Its responsibilities include in particular: 

  • evaluating candidates for Members of the Bank’s Management Board, 
  • defining  and conditions of employment of newly appointed Members  of  the  Bank’s  Management Board, 
  • negotiating change of terms and conditions of employment of Members of the Bank’s Management Board, 
  • with respect to Members of the Management Board defining evaluation criteria, evaluating work as well as deciding on annual bonuses, 
  • determining  terms  and  conditions  of  termination  of  employment  of  Members  of  the  Bank’s Management Board, 
  • evaluating policy on variable components of remuneration, and issuing recommendations regarding: 
  1. remuneration amount and components, guided by prudential and stable risk, capital and liquidity management as well as long-term benefit of the Bank, 
  2. variable remuneration of persons occupying management positions in the Bank involved with risk management and with compliance of the Bank’s activity with legal and internal regulations. 

During the period from 1 January 2021 to 31 December 2021 the composition of the Committee was as follows: 

  1. Alojzy Nowak – Chairman 
  2. Miguel de Campos Pereira de Bragança 
  3. Bogusław Kott 
  4. Olga Grygier-Siddons 
  5. Anna Jakubowski 

The composition of the Committee until 24 March 2021: 

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

 

The Strategic Committee has existed at the Bank since 2013. The tasks of the Strategic Committee are in particular: 

  • study of macroeconomic trends, 
  • study new trends, developments and new solutions in the banking industry, 
  • analyse Bank competitive position and benchmarking, 
  • analyse and recommend long-term strategy, goals and objectives for the Bank. 

During the period from 1 January 2021 to 24 march 2021 the 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. Dariusz Rosati 
  8. Lingjiang Xu 

In the time between 24 March 2021 and 31 December 2021 the Committee worked in the following composition: 

  1. Bogusław Kott – Chairman 
  2. Nuno Manuel da Silva Amado 
  3. Miguel de Campos Pereira de Bragança 
  4. Anna Jakubowski 
  5. Miguel Maya Dias Pinheiro 
  6. Dariusz Rosati 
  7. Lingjiang Xu 

The Committee for the Risk Matters was 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 ,in particular: 

  • provision of opinions on overall, current and future readiness of the Bank to undertake risk, 
  • provision of opinions on the strategy of management of risk inherent in the Bank operations, as developed by the Bank Management Board and on information regarding implementation of the said strategy, as submitted by the Bank Management Board, 
  • provision of support to the Bank Supervisory Board in supervision of implementation of the risk management strategy relative to the Bank operations by the Bank’s senior management staff, 
  • provision of opinions on the assessment Risk Management Function and Validation Function as well as on exceptional transactions that may impact the Bank risk profile; 
  • provision of opinion on whether incentives provided by the remuneration policies and practices take into consideration the institution’s risk, capital and liquidity and the likelihood and timing of earnings.  
  • verification whether prices of assets and liabilities offered to Clients fully take into account the Bank’s business model, its risk strategy and in case the prices fail to reflect types of risk appropriately and in keeping with the said model and strategy, submission of proposals to the Bank Management Board to ensure adequacy of prices of assets and liabilities relative to relevant types of risk. 

During the period from 1 January 2021 to 24 March 2021, the composition of the Committee was as follows: 

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

On 24 March 2021, the newly appointed Supervisory Board appointed Members of the Committee for Risk Matters, for a new term of office in the following composition: 

  1. Mr. Dariusz Rosati – Chairman, 
  2. Mrs. Beata Stelmach, 
  3. Mr. Miguel de Campos Pereira de Bragança, 
  4. Mr. Grzegorz Jędrys, 
  5. Mr. 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 General Meeting, 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 General Meeting 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 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 2021 (in PLN thousand):

Name and surname  Remuneration for 2021  Remuneration
for participation in Committees 
Other  
benefits 
Total
Bogusław Kott 240.00 75.00 21.58 336.58
Nuno Manuel Da Silva Amado 120.00 30.00 0.00 150.00
Dariusz Rosati 120.00 45.00 0.00 165.00
Miguel Bragança 120.00 90.00 0.00 210.00
Anna Jakubowski 120.00 60.00 0.00 180.00
Grzegorz Jędrys 120.00 80.00 0.00 200.00
Alojzy Nowak 120.00 45.00 0.00 165.00
José Miguel Pessanha 120.00 40.00 0.00 160.00
Miguel Maya Dias Pinheiro 120.00 5.00 0.00 125.00
Lingjiang Xu 120.00 20.00 0.00 140.00
Olga Grygier-Siddons* 100.00 20.00 0.00 120.00
Beata Stelmach* 100.00 15.00 0.00 115.00
Andrzej Koźmiński** 30.00 30.00 0.00 60.00
Agnieszka Hryniewicz-Bieniek** 30.00 10.00 0.75 40.75
TOTAL: 1 580.00 565.00 22.33 2 167.33
* Member of the Supervisory Board from 24 March 2021.
** Member of the Supervisory Board until 24 March 2021.

In 2021, Members of the Supervisory Board  received additional  remuneration from the Bank’s subsidiary companies ( in PLN thousand):

Name and surname  Remuneration for 2021  Other benefits  Total 
(PLN’000)
Grzegorz Jędrys 105.59 105.59

The Bank’s shares held by Supervisory Board Members (performing their functions on
31 December 2021):

Name and surname  Function  Number of shares 31.12.2021  Number of shares 31.12.2020 
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
Miguel de Campos Pereira de Bragança Member of the Supervisory Board  0 0
Olga Grygier-Siddons 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 0
José Miguel Bensliman Schorcht da Silva Pessanha Member of the Supervisory Board  0 0
Miguel Maya Dias Pinheiro Member of the Supervisory Board  0 0
Beata Stelmach Member of the Supervisory Board  0 0
Lingjiang Xu Member of the Supervisory Board  0 0

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