Management Board
Rules for the appointment and dismissal of the Members
Management Board Members, including its President, are appointed and dismissed by the Supervisory Board after the recruitment procedure has been completed to verify and assess qualifications of the candidates and choose the best candidate. The assessment of the candidates primarily relies on verifying whether they meet the criteria provided for in the PZU Articles of Association and the prevailing provisions of law. Consideration is also given to the diversity policy adopted by the Shareholder Meeting for Members of PZU bodies.
The consent to appointment of two Management Board Members, President and Member responsible for risk management is issued on PZU’s motion by the Polish Financial Supervision Authority, unless the appointment applies to a person who obtained such consent in the previous term of office. If the motion pertains to a Management Board Member discharging a mandate, they may discharge the mandate in its existing scope until the regulatory authority issues its decision.
The mandate of the Management Board Member will expire no later than on the date of the Shareholder Meeting approving the financial statements for the most recent full financial year of the discharge of the function of Management Board Member. The mandate of the Management Board Member will also expire as a result of death, resignation or removal from the Management Board. In the case of a Management Board Member appointed before the expiration of a given term of office, his/her mandate expires simultaneously with the expiration of the mandates of the other Management Board Members.
Suitability assessment
All Management Board Members are subject to individual suitability assessment (primary and secondary). The Management Board as a whole is also subject to suitability assessment (collective suitability assessment). The rules for assessing the suitability of the PZU Management Board were adopted by Resolution No. URN/129/2020 of the PZU Supervisory Board on 18 November 2020 (as amended). The rules are modeled on the Methodology of assessment of suitability of Members of corporate bodies of regulated entities issued by the Polish Financial Supervision Authority.
Individual suitability assessments are carried out at least once a year and, among other things, when a candidate for a Member of the Management Board is put forward (primary individual suitability assessment – before the appointment of a person to serve) and before any changes are made to the composition of the Management Board (collective suitability assessment).
The candidate verification process is based on the following criteria:
- competence;
- guarantee, including reputation and reliability;
- independent judgment, including no conflict of interest, and sufficient time dedication to the position of the Management Board Member.
A candidate for a Member of the Management Board should have a university degree, particularly in insurance, banking or finance, economics, law, accounting, auditing, management, mathematics, physics, computer science, administration, financial regulation, information technology and quantitative methods. It is important that the person being assesses has specific professional credentials, in particular the credentials of an actuary, auditor, investment advisor, legal counsel or attorney. The assessment of suitability also takes into account the diversity policy adopted by the Shareholder Meeting for Members of PZU bodies.
Assessment of the suitability is carried out on the basis of documents provided by the person being assessed, statements and information submitted, as well as completed forms and attachments. Based on the collected documentation, the Nomination and Compensation Committee of the Supervisory Board proposes an individual suitability assessment of the person assessed or a collective suitability assessment of the Management Board and submits these proposals to the Supervisory Board, which, by way of resolution, makes a final decision on the individual or collective suitability assessment.
Furthermore, a Management Board Member must fulfill all of the following conditions:
- holds a graduate degree received in Poland or a graduate degree received abroad and recognized in the Republic of Poland pursuant to separate regulations;
- has at least five-year engagement period based on an employment agreement, appointment, selection, nomination, cooperative employment agreement or provision of services on the basis of another contract or conducting business activity on one’s own account;
- has at least 3 years of experience on managerial or independent positions or arising from conducting business activity on one’s own account,
- in addition to the abovementioned requirements, meets other requirements arising from separate regulations, in particular is not in breach of any restrictions or prohibitions for holding an executive position in commercial companies.
A Management Board Member may not be a person who fulfills at least one of the following conditions:
- acts as a social associate or is an employee of an MP’s office, senator’s office, MP-senator’s office or office of a member of European Parliament pursuant to an employment agreement or provides work on the basis of a mandate agreement or other similar agreement;
- is a member of a political party’s governing body externally representing a political party and authorized to take down obligations;
- is employed by a political party pursuant to an employment agreement or provides work on the basis of a mandate agreement or other similar agreement,
- is an elected official of a company trade union or a company trade union in a group company,
- his/her public or business activity raises conflict of interest with the PZU’s business.
Composition and changes in the composition of the Management Board in 2024 and after the balance sheet date
| Composition of the Management Board | |||
| 01 January 2024 | 31 December 2024 | as at the date of publication of the report | |
| Position | |||
| President | Beata Kozłowska-Chyła | Artur Olech | Andrzej Klesyk *) |
| Management Board Member | Ernest Bejda | Maciej Fedyna | Maciej Fedyna |
| Management Board Member | Małgorzata Kot | Bartosz Grześkowiak | Bartosz Grześkowiak |
| Management Board Member | Krzysztof Kozłowski | Elżbieta Häuser-Schöneich | Elżbieta Häuser-Schöneich |
| Management Board Member | Tomasz Kulik | Tomasz Kulik | Tomasz Kulik |
| Management Board Member | Maciej Rapkiewicz | Tomasz Tarkowski | Tomasz Tarkowski |
| Management Board Member | Małgorzata Sadurska | Jan Zimowicz | Jan Zimowicz |
On 1 January 2023, the term of office of the PZU Management Board started, encompassing three full financial years 2023-2025. From 1 January to 31 December 2024, the following changes occurred in the PZU Management Board:
- On 1 January 2023, the composition of the Management Board was as follows: Beata Kozłowska Chyła, Ernest Bejda, Małgorzata Kot, Krzysztof Kozłowski, Tomasz Kulik, Piotr Nowak, Macie Rapkiewicz, Małgorzata Sadurska;
- On 23 February 2024, the Supervisory Board removed the following individuals from the Management Board: Beata Kozłowska-Chyla, Ernest Bejda, Małgorzata Kot, Krzysztof Kozłowski, Piotr Nowak, Małgorzata Sadurska. At the same time, the Supervisory Board seconded two of its members, Anita Elżanowska and Michał Bernaczyk , to temporarily perform the functions of the President and the Member of the Management Board, respectively (for no more than three months).
- On 27 March 2024, the Supervisory Board appointed, effective April 12, 2024:
- Artur Olech as President of the Management Board of PZU SA, subject to approval by the KNF; and
- Bartosz Grześkowiak, Elżbieta Häuser Schöneich i Jan Zimowicz as Members of the Management Board.
- On 25 April 2024, the Supervisory Board revoked the secondment of Supervisory Board Member Michał Bernaczyk to temporarily perform the function of Member of the Management Board, effective 15 May 2024;
- on 18 July 2024, KNF approved the appointment of Artur Olech as President of the Management Board of PZU SA;
- on 28 August 2024, upon the adoption of the resolution, the Supervisory Board dismissed Maciej Rapkiewicz from the Management Board; in addition, as of 2 September 2024, the Supervisory Board seconded Supervisory Board Member Wojciech Olejniczak to temporarily discharge the duties of a Management Board Member, and appointed Tomasz Tarkowski to sit in the Management Board of PZU SA effective as of 2 December 2024;
- on 15 October 2024, the Supervisory Board amended its resolution on the appointment of Tomasz Tarkowski to the Management Board of PZU SA in such a way as for him to take office on 4 November 2024;
- on 28 November 2024, the Supervisory Board revoked the secondment of its Member Wojciech Olejniczak to temporarily discharge the duties of a Member of the Management Board; at the same time, it appointed Maciej Fedyna to the Management Board of PZU SA, effective as of December 16, 2024, entrusting him with the function responsible for risk management, subject to the approval of KNF.
The individual suitability assessments of PZU’s Management Board Members conducted in 2024 confirmed that all members of the Management Board have adequate knowledge and skills and meet all the suitability criteria necessary to hold their positions.
- On 27 January 2025, the Supervisory Board dismissed Artur Olech who served as President of the Management Board;
- on 27 January 2025, the Supervisory Board seconded Andrzej Klesyk to temporarily discharge the duties of the President of the Management Board until the appointment of the President of the Management Board, but for a period not exceeding 3 months;
- on 27 February 2025, the Supervisory Board appointed Andrzej Klesyk to serve as the President of the Management Board, effective 3 March 2025, subject to the approval of KNF.
The individual suitability assessments of PZU’s Management Board Members conducted in 2025 confirmed that all members of the Management Board have adequate knowledge and skills and meet all the suitability criteria necessary to hold their positions.
PZU Group Directors
PZU and PZU Życie have a common management model, under which there are, among others, positions of PZU Group Directors. The rules for the creation and liquidation of these positions as well as appointment and dismissal from these positions are set forth in the organizational regulations of PZU and PZU Życie.
Until 2022, the positions of PZU Group Directors at PZU were entrusted to individuals who were simultaneously serving as Board Members at PZU Życie. In 2023, a second type of PZU Group Director position was introduced, i.e., a position given to persons who are not at the same time Members of the Management Board at PZU Życie. PZU Group Directors at PZU generally oversee areas similar to those they oversee at PZU Życie as either Board Members or PZU Group Directors.
PZU Group Directors at PZU and PZU Życie, as well as senior management at PZU and PZU Życie reporting directly to PZU Management Board Members and PZU Życie Management Board Members, in accordance with their respective areas of expertise, actively support the PZU and PZU Życie Management Boards in the preparation of strategy, strategic objectives, including ESG objectives, and any internal regulations of the Company.
The following persons served as PZU Group Directors in PZU in 2024:
- Aleksandra Agatowska (until 21 April 2024)
- Andrzej Jaworski (until 21 April 2024)
- Bartłomiej Litwińczuk (until 21 April 2024)
- Dorota Macieja (until 21 April 2024)
- Sylwia Matusiak (until 21 April 2024)
- Małgorzata Skibińska (as of 1 February 2023)
- Dominik Witek (until 21 April 2024)
- Jarosław Mastalerz (as of 22 April 2024)
- Iwona Wróbel (as of 22 April 2024)
- Sławomir Bilik (as of 6 May 2024)
- Paweł Wajda (as of 6 May 2024)
- Paweł Wróbel (as of 16 May 2024)
The following persons served as PZU Group Directors in PZU Życie in 2024:
- Ernest Bejda (until 23 February 2024)
- Krzysztof Kozłowski (until 23 February 2024)
- Piotr Nowak (until 23 February 2024)
- Małgorzata Sadurska (until 23 February 2024)
- Małgorzata Skibińska (until 15 September 2024)
- Bartosz Grześkowiak (as of 22 April 2024)
- Jan Zimowicz (as of 22 April 2024)
- Elżbieta Häuser–Schöneich (as of 22 April 2024)
- Paweł Wróbel (as of 16 May 2024)
In 2025, the following changes took place in the PZU Group Director positions at PZU and PZU Życie:
- On 15 January 2025, the position of PZU Group Director at PZU and PZU Życie was taken by Igor Radziewicz-Winnicki;
- on 31 January 2025, due to the expiry of the mandate of the President of the Management Board at PZU Życie following his dismissal by the Supervisory Board of PZU Życie), Jaroslaw Mastalerz ceased to hold the position of PZU Group Director at PZU; on the same day, due to the expiry of the mandate of the Member of the Management Board at PZU Życie following his resignation), Paweł Wajda ceased to hold the position of PZU Group Director at PZU;
- on 19 February 2025 at PZU and on 21 February 2025 at PZU Życie, Paweł Wróbel was dismissed from the position of PZU Group Director; the dismissal at PZU and PZU Życie became effective 30 April 2025;
- on 28 February 2025, due to the expiry of the mandate of the Member of the Management Board at PZU Życie following his resignation), Sławomir Bili ceased to hold the position of PZU Group Director at PZU SA; on the same day, Michał Kopyt was appointed as PZU Group Director at PZU SA, effective 1 March 2025.
CVs of PZU Management Board Members and PZU Group Directors at PZU
CVs of Members of the Management Board as at the date of publication of the report
Member of the Management Board directing the work of the Management Board pending approval by KNF as of 3 March 2025
A manager with 30+ years’ experience in financial sector i.a. insurance and banking consulting.
He began his career in 1989-1992, as an assistant at the Catholic University of Lublin and Assistant Advisor to the Minister at the Ministry of Ownership Transformation, then as a Researcher at Kidder, Peabody Company, Coopers & Lybrand in New York and as an intern at McKinsey & Company in Germany. From 1993 to 2000, he was a Senior Engagement Manager at the London branch of McKinsey & Company. Later, from 2000 to 2003, he first served as CEO of Inteligo Financial Services SA, and then as a Management Board Member of Bankgesellschaft Berlin (Poland) SA. From April 2003 to December 2007, he served as Partner and Managing Director of the Boston Consulting Group in Warsaw, where, among other companies, he worked with PZU on key insurance projects. From 14 December 2007 to 8 December 2015, he served as President of the Management Board of PZU SA, and was responsible for managing the Company and the PZU Group. He conducted the IPO of PZU, the largest IPO on the Warsaw Stock Exchange at the time. In 2017-2022, he went through service as President of the Supervisory Board of Best SA, Deputy President of the Supervisory Board and Chair of the Audit Committee at NKBM Maribor, as well as Non-Executive Director, Head of the Audit Committee and Member of the Strategy Committee at Play Communication. He was responsible for restructuring the largest Greek insurance company, Ethniki, after it had been acquired by CVC (one of the largest PE companies in the world), serving as President of the Management Board and Head of the Nomination and Compensation Committee. Since 2020 till February 2025, he was a Managing Partner at Cornerstone Partners, where he is responsible for several portfolio companies.
He is a graduate of the Catholic University of Lublin, Faculty of Social Sciences, program in Economics; and Harvard Business School, where he earned an MBA.
In addition, he has participated in numerous training sessions and courses abroad on the financial and management sectors, including worldwide training for partners and managing directors of the Boston Consulting Group. He has extensive experience in consulting for the financial and insurance sectors.
On 21 January 2025, he was appointed to the Supervisory Board of PZU SA, and subsequently on 27 January 2025, he was seconded by the Supervisory Board of PZU SA to be acting President of the Management Board of PZU SA. Since 31 January 2025, he has been the President of the Supervisory Board at PZU Życie. Furthermore, on 14 February 2025, he was elected by the Extraordinary General Meeting of the Polish Insurance Association to sit in the Audit Committee for the 2023-2026 term of office as the representative of PZU.
Member of the PZU Management Board since 16 December 2024 / Member of the PZU Życie Management Board since 18 December 2024
Experienced financier with 20 years in the insurance industry. Graduate of Finance and Banking at the SGH Warsaw School of Economics.
He began his career in 2001 at audit firms ArthurAndersen and EV. From 2004, he was associated with the PZU Group for seven years. Among other things, he was involved in the implementation of IFRS as well as accounting and finance rules and policies. Since 2005, he has served as Polish representative in the international accounting standards team at lnsurance Europe. He took an active part in the preparation of PZU’s IPO.
He has been with Generali since 2011. There, he oversaw the Controlling and Management Information area. Since 2014, as a member of the Management Board responsible for the finance area, he co-created the company’s development strategy for the Polish mar et. He participated in the Group’s strategic projects, including Solvency II implementation, domestic and international M&A transactions, and organizational transformation. He participated in capital and risk management, among others, overseeing actuarial and reinsurance service; he served as member of the Risk& ALM Committee. In 2018, he became President of the Management Board of Concordia Polska and Concordia Capital insurance companies, taking care to fully utilize the competence and expertise of the team and the process of merging entities in the group structures, and in 2020 he was appointed President of the Management Board of Generali Group in Poland. He was Managing Director for Financial Affairs at UFG (Insurance Guarantee Fund) with separate funds, building guarantee systems in the insurance, tourism and property development sectors.
Member of the PZU Management Board since 12 April 2024 / PZU Group Director at PZU since 22 April 2024
Manager involved in the insurance industry for more than 20 years.
Since the beginning of his career, he has been involved in the insurance market, in the corporate insurance segment. Since 2005, he has held managerial positions at UNIQA Towarzystwo Ubezpieczeń S.A. for several years. In 2008, he was appointed Director of the Sales Department (Broker Channel) at the company. Since 2011, he has held the position of Managing Director at Towarzystwo Ubezpieczeń i Rease urac i WARTA S.A., being responsible for managing the Corporate Insurance Department and taking an active part in building and implementing the company’s strategy. In 2018, he joined the MAK Group as Vice-President of MAK Insurance and STBU Brokerzy Ubezpieczeniowi. He then took on the role of President of the Management Board of MAK International Sp. z o.o. in May 2019, and became Vice-President of the Management Board at MAK Re, a reinsurance broker, in November 2020.
He graduated from the University of Life Sciences in Poznań. In 2003, he completed a one-year postgraduate programme in equity investments at the Poznań School of Ban ing, Faculty of Finance and Ban ing. He also completed the AMP Advanced Management Program approved by IESE University of Navarra. He has a broker license.
Member of the PZU Management Board since 12 April 2024 / PZU Group Director at PZU since 22 April 2024
With nearly three decades of experience in management, strategy building, sales and marketing, transformation, digitization and business development, Ms Häuser-Schöneich has wor ed in international institutions mainly in the insurance and telecommunications industries.
She has been involved in the insurance and financial markets for most of her career. She co-created the direct insurance market and InsurTech industry in Poland. Between 2002 and 2005, she served as Member of the Management Board at LINK4 TU S.A., responsible for business development, sales and marketing. Between 2005 and 2008, she was the Marketing and Product Director of TUnŻ ING Nationale-Nederlanden S.A. From 2008 to 2015, she served as Vice-President of the Management Board at Aviva TUO S.A., managing the group’s direct sales and mar eting. She was a Member of the Supervisory Board of Aviva TFI. From 2015 to 2017, she was a Member of the Management Board at T-Mobile Polska S.A., and was responsible for the retail client market. From 2019 to 2020, she sat in the Management Board of PZU and PZU Życie and was responsible for distribution strategy, retail sales management, CRM and digital transformation. Since 2021, she has been an independent member of the supervisory boards of companies listed on the WSE. She co-founded a CleanTech start-up that was given the 2023 “Innovation for a Digital, Green and Socially Sustainable Future” award by the Minister of Economic Development and Technology. She co-authored the 2020 Davos World Economic Forum publication on building resilience in the insurance industry.
She graduated from the Catholic University of Lublin and completed a postgraduate program in Goodwill Management at the SGH Warsaw School of Economics. She also completed the Management Program at UCLan, the Executive Development Program at the Kellogg School of Management, the General Management Program at CEDEP/INSEAD, the Entrepreneurship and Innovation Program at Stanford Graduate School of Business/Stanford University, and a number of other programs in management, health economics and M&A at renowned foreign universities. In 2010, the Polish Chamber of Insurance gave her a distinction for her services to insurance. In 2023, she was one of the laureates in Forbes’s “50 after 50” ran ing.
Member of the PZU Management Board since 14 October 2016 / Member of the PZU Życie Management Board since 19 October 2016
He has many years of experience, having worked in insurance and financial institutions.
From 1996 to 2011, he was associated with Aviva Group (formerly, Commercial Union). He has worked for the PZU Group since 2011. He was, among other things, a Member of the Management Board of TFI PZU (formerly known as PZU Asset Management) overseeing the areas of finance, risk, operations and IT. Leading the work of the Management Board of TFI PZU, he was responsible for the corporate area. He is currently Chief Financial Officer at PZU Group.
He graduated from the SGH Warsaw School of Economics. He also received an MBA from the University of Illinois and completed the Warsaw–Illinois Executive MBA program. He is a member of the Association of Chartered Certified Accountants (ACCA).
Member of the PZU Management Board since 4 November 2024 / Member of the PZU Życie Management Board since 14 November 2024
For most of his professional life (1996-2016), he was associated with the PZU Group, where he went through all operational and management levels in the loss adjustment area – from specialist, to director of the loss adjustment center, and to Member of the Management Board.
From 2007 to 2011, as Member of the Management Board of PZU Ukraine, he was responsible for loss adjustment, product management, and risk assessment. He then oined the Management Boards of PZU and PZU Życie and headed the claims and benefits division. He was also President of the Management Board at Link4 for several months in 2016.
Later on, he worked, among others, for ERGO Hestia, where he was responsible for implementing modern solutions regarding the loss adjustment process in ERGO companies in Poland and the Baltic Countries, and then he managed ControlExpert Polska, a loss adjustment service and technology provider.
Since April 2022, he has served as Managing Director at UNIQA TU and UNIQUA TU na Życie SA responsible for the Compensation and Benefits Division, covering also the area of recovery of recourse claims and litigation.
He graduated from the Faculty of Automotive and Construction Machinery Engineering at the Warsaw University of Technology and the Higher School of Banking and Insurance. He also completed a postgraduate program in Road Traffic Safety at the Military University of Technology, in Economic Insurance at the Cracow University of Economics, in Psychology of Personnel Management at the University of Warsaw, and the Advanced Management Program at IESE Business School.
Member of the PZU Management Board since 12 April 2024 / PZU Group Director at PZU since 22 April 2024
A manager with nearly fifteen years of experience in management boards at leading insurance companies and banks belonging to international groups such as Aegon, Nationale-Nederlanden and Credit Agricole.
He specializes in sales and marketing management, insurance product development, and acquisition and merger processes. He has gained numerous experiences at Oracle and Accenture in creating business strategies for large companies, digitizing and implementing extensive IT systems. In his professional work, he strives to combine comprehensive knowledge and skills from different industries: finance, technology and consulting. He wrote numerous publications in industry media, participated many times in panel discussions, and served as member of the Insurance Forum Program Council. He has extensive expert knowledge and experience in insurance market rules, laws and supervisory guidelines. He is a long-time member of the Life Insurance Committee of the Polish Chamber of Insurance.
He graduated from the SGH Warsaw School of Economics, majoring in International Economic and Political Relations, and from the Warsaw University of Technology, Faculty of Electronics and Information Technology. He holds an Executive MBA degree issued by the Warsaw University of Technology Business School in conjunction with HEC Paris, London Business School, and NHH Norwegian School of Economics. He also completed the senior management program at Singularity University in Mountain View, California.
CVs of other members serving on the Management Board in 2024 and after the balance sheet date
(up to date at the time of performing their the functions)
President of the PZU Management Board from 12 April 2024 to 27 January 2025
A manager with more than 30 years in the financial and insurance industry.
He spent many years with the Generali Group, advancing through all levels of his career and various areas of responsibility, from manager, through Department Director, Management Board Member, Deputy CEO to CEO of the Group in Poland in 2010. He served as CEO from 2010 to 2014.
In 2014, he joined Poczta Polska S.A. Group, where he established and led Postal Insurance.
He is a co-creator of fintechs. He is an expert in business process management. He has served as the CEO of financial institutions for many years. In May 2020, he co-founded Trasti, an insurtech and digital insurer established as a joint venture with Triglav DD and Swiss Re, where he also served as CEO. He is involved with both the private and the public insurance market.
He has served on several supervisory boards of Polish financial institutions and acted as an independent member in listed companies. In 2016, he joined the Supervisory Board of Qemetica S.A., one of the largest chemical companies in the CEE region, where he continues to serve as Chairman of the Audit Committee. From 2017 to 2018, he was a member of the Supervisory Board at Mabion S.A.
He graduated from the Faculty of Law and Administration at the University of Warsaw and the Faculty of Finance and Banking at the SGH Warsaw School of Economics. He also completed a study program at the Vienna University of Economics and Business Wirtschaftsuniversität Wien). Additionally, he has participated in numerous executive management training programs, including those at the Harvard Business School, the Kellogg School of Management, and the University of Chicago Booth School of Business.
Member of the PZU Supervisory Board seconded from 2 September 2024 to 28 November 2024 to temporarily discharge the duties of a Member of the PZU Management Board
See CV under Section 7.5.2. Supervisory Board
Member of the PZU Supervisory Board seconded from 23 February 2024 to 11 April 2024 to temporarily discharge the duties of a President of the PZU Management Board
See CV under Section 7.5.2. Supervisory Board
Member of the PZU Supervisory Board seconded on 23 February 2024 to 15 April 2024 to temporarily discharge the duties of a President of the PZU Management Board
See CV under Section 7.5.2. Supervisory Board
President of the PZU Management Board from 2 October 2020 to 23 February 2024 (from 12 March 2020 to 1 October 2020 – acting President of the PZU Management Board)
She graduated from legal studies at the Faculty of Law and Administration of the University of Warsaw. She received a doctoral degree in legal sciences. She is a lecturer at the Faculty of Law and Administration at the University of Warsaw in the Commercial Law Faculty. She is an attorney-at-law and a recommended arbitrator in the Court of Arbitration in the National Chamber of Commerce in Warsaw. She has served as a the PZU Supervisory Board Member, TFI PZU and PTE PZU Supervisory Board Member, and was twice a Member of the PZU Management Board. She also sat on the Management Board of PZU Życie. She also wor ed as the Deputy Director of the Legal and Licensing Department in the Pension Fund Regulatory Authority and she served as the President of the Management Board of Polskie Wydawnictwo E onomiczne S.A. Beata Kozłows a-Chyła is currently a chairwoman of the PZU Życie Supervisory Board and Ban Pe ao Supervisory Board. She is also a member of the Legislative Council of the Prime Minister, a member of the Business Council of the President of the Republic of Poland, and a member of the Audit Committee of the Polish Chamber of Insurance and a member of the Supervisory Board of the Insurance Guarantee Fund. She also sits on the Council of the Polish Olympic Committee. She is the author of tens of scientific publications on company law, securities law and insurance law published in reputable Polish and foreign magazines. She has also authored articles for the purpose of popularization.
PZU Management Board Member from 4 March 2020 to 23 February 2020 / PZU Życie Management Board Member from 25 August 2021 to 5 June 2024, then PZU Group Director at PZU Życie until 23 February 2024 (earlier, a PZU Group Director at PZU Życie from 4 May 2020 to 24 May 2021)
Graduate of the Faculty of Law and Administration at the Maria CurieS łodows a University in Lublin. He completed prosecutor and advocate trainee programs. Prior to his employment in the PZU Group he worked in the General Customs Inspectorate in Warsaw, and then he ran his own advocate practice. He cofounded the Central Anti-Corruption Bureau in which he served as its Deputy Head (2006-2009), and then headed it up (2016-2020).
Member of the PZU Management Board from 10 September 2020 to 23 February 2024 (earlier PZU Group Director at PZU from 16 April to 9 September 2020) / Member of the PZU Życie Management Board from 16 April 2020 to 23 February 2024
Graduate of the Department of Economic Sciences and Management at the Nicholas Copernicus University in Toruń. She completed her post-graduate studies at the Economic University in Poznań in the field of economic insurance and in the SGH Warsaw School of Economics – the Professional Coach Academy, and Executive Master of Business Administration at the Warsaw School of Management. She is a manager with more than twenty years of experience in the insurance industry in the sales of life and non-life insurance.
In 2001-2012 she held managerial positions in STU Ergo Hestia, PZU and HDI Asekuracja TU. Since 2012 she has been affiliated with TUiR Allianz Polska SA, where she served in the following functions: Director of the Department for Cooperation with Key Partners, Director of the Department for Cooperation with Multiagencies, and Director of the Department for Cooperation with Key Partners and Bancassurance.
Member of the Management Board of PZU from 4 August 2021 to 23 February 2024 / PZU Group Director at PZU Życie from 4 August 2021 to 23 February 2024
He holds a doctoral degree in juridical science obtained in 2010 from the Faculty of Law and Administration of the Jagiellonian University. Since 2011, he has been an assistant professor at the Chair of Constitutional Law, Faculty of Law and Administration of the Jagiellonian University. He has authored several dozen scientific publications and participated in overseas residencies, internships and research programs. In 2013 he was entered in the list of non-practicing attorneys. He has also passed the judge exam. From 2013 to 2015 he was an assistant judge of the Constitutional Court. From 2013 to 2015 he was a representative-substitute in the Group of Independent Experts on the European Charter of Local Self-Government of the Council of Europe in Strasbourg. Vice-President of the Management Board of Bank Pekao S.A. overseeing the Strategy Division from April 2020 to August 2021. Chairman of the Supervisory Board in Grupa Azoty Za łady Chemiczne “Police” S.A. and Pols ie Radio – Regionalna Rozgłośnia w Szczecinie “PR Szczecin” S.A.
Member of the Management Board of PZU from 28 April 2022 to 23 February 2024 / PZU Group Director at PZU Życie from 28 April 2022 to 23 February 2024
He graduated from the Faculty of Cybernetics at the Military University of Technology in Warsaw (2003) and from the SGH Warsaw School of Economics in Finance and Banking (2006). He also did his doctoral studies at SGH (2003- 2005). He gained an Executive MBA degree at the Business School at the Warsaw University of Technology, and a CQF (Certificate in Quantitative Finance). He is a graduate of the „International Security” postgraduate program at Stanford University in the United States. He worked as a foreign exchange dealer at PKO Bank Polski from 2004, and from 2005 to 2006 he was employed at CALYON Corporate & Investment Bank London as a bond and derivatives specialist in Central and Eastern Europe. From 2006 to 2010, he served as a Vice President at a London-based hedge fund of the Swiss Re group, where he was responsible for managing a portfolio with a strategy for debt instruments, stock market index derivatives and emerging market currencies. In 2010-2011, he worked as a prop trader at Espirito Santo Investment Bank Poland, and from 2011 to 2014 he was employed at PKO TFI as a Deputy Director of the Debt Securities Portfolio Management Department. He was an economic expert at the Chancellery of the President of the Republic of Poland from February to August 2015, and then a senior portfolio manager at Money Makers TFI from October to December 2015. He served as an Exchequer Secretary to the Treasury in the Ministry of Finance from December 2015 to December 2020. He was an Advisor to the Managing Director of the International Monetary Fund in Washington and a Deputy Director of the Monetary Policy and Capital Markets Department at IMF since 2021. He held the position of the Minister for Economic Development and Technology from October 2021 to April 2022.
Member of the Management Board of PZU from 22 March 2016 to 28 August 2024 / Member of the Management Board of PZU Życie from 25 May 0216 to 28 August 2024
Graduate of the Faculty of Law and Administration at the University of Łódź and post-graduate studies in business insurance, an MBA in Finance and Insurance and risk management. Associated with the PZU Group intermittently since 1998. From 2006 to 2009 Management Board Member and then Vice-President of the TFI PZU SA Management Board. Since 2015 he has worked for TFI BGK S.A., serving as a Management Board Member. He was also the President of the ŁSSE S.A. Management Board. He sat on the supervisory boards of domestic and foreign companies in the PZU Group. Currently, he serves as the President of the Supervisory Board of PTE PZU S.A. He has also served on the supervisory boards of other PZU Group companies, including Alior Bank S.A., Link4 S.A. and the insurance companies in Lithuania, Latvia and Ukraine.
Member of the PZU Management Board from 13 June 2017 to 23 February 2024 / Member of the PZU Życie Management Board from 19 June 2017 to 14 April 2022, and then PZU Group Director at PZU Życie from 15 April 2022 to 23 February 2024
She graduated from the Faculty of Law and Administration at the Maria Curie-S łodows a University in Lublin and from the post-graduate program in Organization and Management at the Lublin School of Business. She completed her Master of Business Administration studies at the Faculty of Management at the Lublin University of Technology. The MBA program was conducted in cooperation with the University of Minnesota in Minneapolis, USA. As part of the program run by the American university, she also earned a certificate in human resource management and marketing. She is also a graduate of the Strategic Leadership Academy and the Neuroleadership Academy at ICAN Institute. From 2002 to 2005, she was a Member of the Puławy County Board. In 2005-2015 she was a member of parliament in the Republic of Poland’s Sejm. She was also a member of the National Council of the Judiciary of Poland and Supervisory Board Chairwoman of the ZUS Social Insurance Institution. She was a Secretary of State at the Chancellery of the Prime Minister in 2007. In 2015-2017, she served as Head of the Chancellery of the President of the Republic of Poland. She has served as the President of the Supervisory Board of TUW PZUW and Supervisory Board Member of Bank Pekao S.A. and LINK4 TU S.A.
CVs of PZU Group Directors at PZU in 2024 and after the balance sheet date
(up to date at the time of performing their the functions)
PZU Group Director at PZU from 1 March 2025 / PZU Życie Management Board Member
He graduated from the University of Warsaw with a degree in English philology. Experienced technology leader and expert in digital transformation. He has been involved in the insurance sector for 17 years. He has many years of experience in building and managing IT teams and implementing modern technology solutions.
From 2009 to 2016, he held key positions in the PZU Group as IT Transformation Director, responsible for strategic digitization projects, including the Everest project – Central and Eastern Europe’s largest implementation of the Guidewire system, streamlining policy sales and administration. He has implemented one of the largest Agile transformations in Poland, integrating IT with the business and reducing the time to deploy products. He has been with EY since 2016, where, as Executive Director of EY Global Delivery Services, he created and developed a technology center to support IT projects for European insurance and financial companies. Since 2019, as a Partner and Technology Consulting Leader at EY Poland, he has supported major companies in the Central and Eastern European region in digitization and process optimization, working with, among others, PZU. He was responsible for developing the technology practice, scaling teams and implementing innovative IT solutions. Prior to 2016, he gained experience in technology and consulting companies, with projects in the insurance, banking and telecommunications sectors. As Insurance Practice Leader at Cube ITG, he worked with PZU to implement new IT management methodologies.
At Sygnity and Easy Net S.A., he implemented ERP and Oracle EBS systems for international clients.
PZU Group Director at PZU from 22 April 2024 / PZU Życie Management Board Member
A successful manager with more than 25 years of experience in insurance, banking and clearing companies. She has built and implemented business strategies in state-owned companies and the private sector. She specializes in building and implementing strategies in sales and business line management.
She joined the PZU Group in 2023 as a strategic project director. Previously, she was, among others, director of strategy and development of the proprietary network at AVIVA (2019–2022), director of sales development strategy at AVIVA (2016–2019), managing director of the retail customer division and financial services division at Poczta Polska (2013–2016), managing director and department director at Bank Pocztowy (2009–2013), sales manager at Prumerica and branch manager at Ban Śląs i. She has carried out a number of network change and transformation projects, including at AVIVA (the project brought tangible benefits in the form of above-average new business growth), and created and implemented a sales strategy for insurance and banking products at the Postal Group. She has participated in a number of projects related to ownership changes and the creation of new entities. She is a graduate of the Wrocław University of Economics. She has completed numerous leadership and management training courses.
PZU Group Director at PZU from 6 May 2024 until 28 February 2025 PZU Życie Management Board Member
With a degree in finance from the SGH Warsaw School of Economics and postgraduate Executive MBAs from the University of Gdańs and Rotterdam School of Management, he has a solid theoretical foundation backed by extensive professional experience.
His professional career began in 1992 at AGF Ubezpieczenia SA, where he gained experience as an insurance agent and sales manager. Subsequently, from 1994 to 1995, he worked as an Inspector in the Property and Liability Aviation Insurance Office and as a Capital Investment Inspector in the Capital Investment Office at TUIR WARTA S.A. From 1996, for more than a decade, he served as President of the Management Board at AXA Assistance Polska SA and Director of the Polish Branch of Avanssur SA, a Paris-based company operating under the AXA Direct brand. In the following period, he learned the specifics of the bancassurance model at CALI Europe SA, based in Luxembourg, serving as Branch Manager in Poland and Advisor to the Management Board of Lukas Bank (today Credit Agricole). He gained valuable experience managing Punkt’s second largest insurance comparison engine.
His professional path also includes management positions in a variety of sectors, from financial to non-financial, including as a member of the Management Board of Noble Funds TFI SA, President of the Management Board of EVO Dom Maklerski SA, President of the Management Board at the European Institute for Medical Expertise and Eurisk sp. z o.o.
He also developed his competence by participating in numerous specialized training courses, including insurance company management, investment consulting, as well as training related to insurance distribution, financial management, insurance and risk management. As part of AXA University, he received 1.5 years of training for future AXA Group executives.
PZU Group Director at PZU from 22 April 2024 until 31 January 2025 / President of the PZU Życie Management Board
Experienced manager for more than 25 years holding key positions in the management boards of the largest international financial institutions in Poland, both in the insurance market, as well as banking. During this time he was responsible for a number of business functions in the areas of finance, operations, strategy, marketing, and IT and technology.
In the insurance market, he served, among other positions, as Financial Director and Member of the Management Board of Zurich Poland (1998– 2003), then was associated with the Generali Group in Poland (2003–2006), where, in the rank of Member of the Management Board, he also served as Financial Director. In 2007, he was the creator and CEO of Poland’s first digital insurer, BRE Ubezpieczenia. He then spent 10 years with the mBank Group (formerly BRE Bank), where as vice president he was responsible for, among other things, retail banking in Poland, the Czech Republic and Slovakia, followed by the areas of operations and IT, and oversaw the technology, security and real estate divisions.
For the past 7 years he has been involved in the venture capital market, where he oversaw the operations of the Corporate VC fund mAccelerator as managing partner.
He is a graduate in foreign trade from the Faculty of Economics and Sociology at the University of Łódź.
PZU Group Director at PZU from 6 May 2024 until 31 January 2025 PZU Życie Management Board Member
He is a professor at the Faculty of Law and Administration of the University of Warsaw in the Department of Administrative Law and Procedure (Professor at the University of Warsaw). He practices the profession of a lawyer.
He is also a graduate of the SGH Warsaw School of Economics (Finance and Banking). He focuses on regulatory issues, banking law, insurance law, capital markets law, administrative law, administrative proceedings and proceedings before administrative courts. He has provided legal services to large enterprises on so-called regulatory issues, compliance issues, as well as in representing financial institutions in administrative proceedings and proceedings before administrative courts. Pawel Wajda is recommended in Chambers Global, Chambers Europe, LegalSOO rankings in the following categories: Banking & Finance (lnsurance).
PZU Group Director at PZU from 1 February 2023 / PZU Group Director at PZU Życie from 1 February 2023 to 16 September 2024
Graduate of the Faculty of Management and Marketing at the Warsaw School of Management, majoring in State Administration, and postgraduate studies for managers in the financial services sector at the SGH Warsaw School of Economics. Associated with the PZU Group since 2019. Until her appointment as the PZU Group Director, she held the position of Managing Director of Product Development and Maintenance responsible for product offerings for PZU SA and PZU Życie in the mass customer and SME segments. She has been involved in the insurance market for 26 years. She has many years of managerial experience, which she has built up working for various insurance companies, where she successfully managed many teams and carried out numerous projects related to the creation and management of product offerings along with technological implementations, risk assessment and valuation, and process optimization. She also has extensive experience working with banks and external partners. Prior to joining the PZU Group, she served for several years as Director of Property Product Development and Individual Underwriting at the Aviva Group
PZU Group Director at PZU from 15 April 2022 to 21 April 2024 PZU Życie Management Board Member
A graduate of doctoral studies in political science at Cardinal Stefan Wyszyńs i University in Warsaw. He completed a postgraduate program in economic policy, finance and banking at the College of Social and Media Culture in Toruń, in innovation and pro ect management at the University of Commerce and Services WSHiU) in Poznań, and postgraduate Executive MBA program at the University of Applied Sciences in Dresden and WSHiU in Poznań. He graduated in from the Adam Mic iewicz University in Poznań in Ethnology and Cultural Anthropology. He joined the PZU Group in 2016 as a Member of the PZU Management Board, and he has been a Member of the PZU Życie Management Board and a Member of the Supervisory Board of PTE PZU and member of the Supervisory Board of PZU Ukraina. He has held the position of the CEO of the Chamber of Commerce and Industry since 2019. Member of the Council of the “Identity Foundation” since 201 and Secretary of the Council of the Museum of Memory and Identity since 2020. Member of the Legal and Economic Council of the Pomeranian University in Słups , Institute of Law and Administration since 2023. Previously, he had been President of the Management Board of Gdańs Shipyard S.A. 2006–2008), Chairman of the Public Finance Committee (2015–2016), Deputy Chairman of the State Treasury Committee (2015–2016), Member of the Management Board of Kra owa Spół a Cu rowa S.A. National Sugar Company 2017–2018), Member of the Supervisory Board of Pekao Investment Banking S.A. (2022-2023). In 2020-2021, he served as a CEO of VRG S.A, which owns the following fashion brands: istula, Wólczan a, Bytom and Deni Cler, and the W. Kruk jewelry brand.
PZU Group Director at PZU from 19 August 2016 to 21 April 2024 PZU Życie Management Board Member
Graduated from the Faculty of Law and Administration at the University of Warsaw.
In 2009 he completed his advocate trainee program and passed the professional examination. Advocate in the Warsaw Bar Association. He specializes in civil law. He combines his business knowledge with extensive experience resulting from his provision of legal assistance services, in particular in cases related to commercial company law, copyright law, administrative law and criminal business law. In the past, he also served as an advisor to the Extraordinary Committee of the Sejm for changes in legal codes. He has experience in corporate governance. Moreover, he is a member of the regulatory authorities of commercial law companies.
PZU Group Director at PZU from 15 March 2017 to 21 April 2024 PZU Życie Management Board Member
Associated with the PZU Group since 2016. She initially served as a director supervising prevention and sponsorship at PZU and PZU Życie. She was appointed as a Member of the PZU Życie Management Board in 2017. One of her projects was the establishment of the Plain Language Department, which introduced significant changes in the way PZU communicates with its clients. In 2021, she initiated the foundation of the Sustainable Development Department, which prepared the ESG Strategy for 2021-2024. This strategy became part of the Group’s strategy. In 2022, as person in charge of the Real Estate Department, she supervised the relocation of the PZU and PZU Życie to the greenest building in the capital city. Previously, in 2010–2016, Dorota Macieja had coordinated and managed publishing and film production projects. For many years, she was a journalist for the most opinion-forming weeklies and radio stations, including Tygodnik Solidarność “Solidarity Wee ly” , Wprost “Directly” and Radio Wolna Europa “Radio Free Europe Radio Liberty” . She published a boo entitled Tygodnie Słonimskiego “Słonims i’s Wee s in 2000. During martial law in Poland, she was associated with the underground publishing house “Wola”.
PZU Group Director at PZU from 1 January 2023 to 21 April 2024 PZU Życie Management Board Member
She graduated from the University of Warsaw with a degree in political science. She also completed her MBA at the Warsaw School of Management. Until her appointment to PZU Życie’s Management Board, she held the position of managing director for marketing, sponsorship and prevention. Prior to joining the PZU Group, she served as a member of the Management Board of the Central Port of Communications. She previously worked at the National Bank of Poland, the Warsaw Stock Exchange and the Government Information Center, among others.
PZU Group Director at PZU from 6 June 2023 to 21 April 2024 PZU Życie Management Board Member
Since 2017, he has run his own law firm of attorneys and then legal counsel. In the years 2019–2020, he was employed as a legal advisor at ORLEN Południe SA, where, among other things, he participated in comprehensive legal services for the Company and the ORLEN Południe Capital Group Companies. In addition, he served as Chair of the Supervisory Board at Sanoc ie Przedsiębiorstwo Gospodar i Miesz aniowe sp. z o.o., as well as Chair of the Management Board, Managing Director of Sanockie Przedsiębiorstwo Gospodarki Komunalnej sp. z o.o. From January 2021 to 5 June 2023, he served as a Member of the Management Board of PZU Zdrowie SA. Member of the Supervisory Board of Alior Bank SA since June 2021.
President of the PZU Życie Management Board from 15 February 2021 to 21 April 2024 (from 19 February 2020 to 14 February 2021 – acting President of the PZU Życie Management Board) Member of the PZU Życie Management Board from 25 March 2016 / Member of the PZU Management Board from 24 October 2019 until 19 February 2020 and PZU Group Director (from 25 March 2016 to 23 October 2019, and again since 20 February 2020).
Graduate of the Jagiellonian University majoring in Economic Sociology and Market Research and Executive MBA at the Kozminski University in Warsaw. She has completed a number of management programs in strategy, management and finance at renowned universities such as Columbia University in New York, Northwestern Kellogg School of Management, London School of Economics and Political Science and Harvard Business School Online. She gained her professional experience wor ing for ING Życie, ING Powszechne Towarzystwo Emerytalne and ING Spół a Dystrybucy na. She also collaborated with the team of the Public Policy Evaluation and Analysis Center. For HDI (currently Warta S.A.), she managed the product marketing team, developing and executing sales support campaigns. Then she headed the Marketing Intelligence team at Sony Europe. At Philips S.A. she managed the Marketing and Business Intelligence team in 17 countries of the region. As an external consultant, she advised among others Aviva SA on the implementation of distribution channel projects. She served as Chair of the Supervisory Board of Alior Bank S.A. and PZU Zdrowie SA, and was a member of the Supervisory Board of PZU Centrum Operacji SA, TUW PZUW SA and Enea SA.
Competences
Members of the Management Board are jointly responsible for all of PZU’s activities.
The Management Board exercises any and all rights related to managing PZU which are not otherwise reserved by law or the provisions of the Articles of Association to the Shareholder Meeting or the Supervisory Board. The Management Board manages and represents PZU. Two Management Board members acting jointly or one Management Board member acting with a commercial proxy, are authorized to make declarations of will and sign documents on behalf of PZU.
The board works collegially. The Members of the PZU Management Board exercise oversight with respect to processes within their areas, the scope of which is set out by the CEO in an order on organizational oversight performed in the Company by PZU Management Board Members and entrusting the functions of the Heads of Divisions. The document in detail regulates the responsibility of the respective Management Board Members for oversight with respect to individual PZU organizational structures.
The Management Board adopts its rules and regulations, which are approved by the Supervisory Board.
Management Board resolutions are especially required for:
- adopting a long-term plan for the PZU’s development and operations;
- adopting an action and development plan for the PZU Group;
- adoption of an annual financial plan and a report on its implementation;
- accepting the Management Board’s report on the PZU’s activity and the Management Board’s report on the activity of the PZU Group and the PZU’s financial statements and consolidated financial statements of the PZU Group for the previous financial year;
- accepting the solvency and financial condition report of the PZU and the solvency and financial condition report of the PZU Group;
- accepting the PZU’s own risk and solvency assessment report and the PZU Group’s own risk and solvency assessment report;
- adoption of a report on representation expenditures and expenditures for legal, marketing, public relations and public communication services and management consulting services;
- adoption of a report on the application of best practices, as defined by the Prime Minister pursuant to the Act on Rules for Managing State Property of 16 December 2016, addressed to companies in which the State Treasury holds an equity stake;
- approval of a motion to distribute profit or cover loss;
- determining premiums in compulsory and voluntary insurance and the general terms and conditions of voluntary insurance;
- determination of the scope and size of outward reinsurance and the tasks for inward reinsurance;
- adopting or amending the Organizational Regulations of PZU;
- adoption of an annual audit and control plan and a report on its implementation with conclusions;
- determining the terms and conditions of investment, prevention and sponsoring activities;
- PZU granting sureties and guarantees, excluding guarantees and sureties which constitute insurance operations;
- PZU contracting credit facilities, PZU contracting or providing loans – excluding loans granted from the Company Social Benefits Fund and taking into account deviations specified in investment activity.
Responsibility related to ESG
To achieve efficient ESG management, the Sustainable Development Department was set up at PZU and PZU Życie at the end of 2020, with the function of coordinating actions related to the implementation of ESG factors into key business processes. Director of the Sustainable Development Department reports directly to the PZU Management Board Member.
As of 2021, sustainability issues are part of the PZU Group Management Board members’ compensation system, thus they have been included in the Management Board’s goals. The Shareholder Meeting authorized the Supervisory Board to detail the management objectives assigned annually to the members of the Management Board, and to determine the weights for these goals, and objective and measurable indicators for their implementation and accountability (KPIs), which are the basis for determining the amount of variable compensation. Variable compensation of the Management Board Members depends on the attainment of management objectives determined by the Supervisory Board and may not exceed 100% of the annual fixed compensation of the Management Board Members from the previous financial year when the calculations of the due variable compensation are made.
The means of communicating relevant ESG-related issues are internal regulations of the Sustainable Development Department Director. Key internal regulations issued in 2024 include carbon footprint counting methodologies, sustainability reporting procedures and updates to the list of disclosure obligations under the EU Taxonomy.
Detailed rules for the cooperation in the area of ESG between PZU Group members are set out in the Policy on Sustainable Development in the PZU Group and cooperation agreements between companies.
| First name and last name | Function performed at PZU and PZU Życie | Scope of responsibility |
|---|---|---|
| Andrzej Klesyk | Member of the Management Board directing the work of the Management Board pending approval by KNF |
PZU
corporate management, corporate governance in PZU Group, PZU Group strategy, project and M&A management, internal audit, internal control, compliance, AML in PZU Group, HR, consulting and legal services, administration, real estate, purchasing, security, cyber security, marketing, sponsorship, prevention, corporate communications1 |
| Maciej Fedyna | Member of the PZU Management Board since 16 December 2024
Member of the PZU Życie Management Board since 18 December 2024 |
PZU and PZU Życie:
risk – pending approval by KNF |
| Bartosz Grześkowiak | Member of the PZU Management Board since 12 April 2024
PZU Group Director at PZU Życie since 22 April 2024 |
PZU and PZU Życie:
reinsurance, corporate business development PZU: retail sales – dealer channel, corporate sales, corporate product management, analysis, underwriting and risk assessment of corporate insurance, financial risk insurance, corporate business services |
| Elżbieta Häuser Schöneich | Member of the PZU Management Board since 12 April 2024
PZU Group Director at PZU Życie since 22 April 2024 |
PZU and PZU Życie:
retail – exclusive channel, multiagency channel, retail support, sales analysis, sustainability PZU SA: retail sales – broker channel, remote sales2 |
| Tomasz Kulik | Member of the PZU Management Board since 14 October 2016
Member of the PZU Życie Management Board since 19 October 2016 |
PZU and PZU Życie:
actuarial, finance and investments3 |
| Tomasz Tarkowski | Member of the PZU Management Board since 4 November 2024
Member of the Management Board of PZU Życie temporarily performing the duties of the President of the Management Board of PZU Życie since 31 anuary 2025 PZU Życie Management Board Member since 14 November 2024 |
PZU and PZU Życie:
benefits handling, assistance, remote client service, aftersales client service, insurance operations, debt collection PZU: claims handling PZU Życie: corporate management, PZU Group corporate governance, PZU Group strategy, project and M&A management, internal audit, internal control, compliance, AML, HR, consulting and legal services, administration, real estate, procurement, corporate product management (offer development, tariff actuarial, underwriting) and group insurance sales network, security, cyber security, marketing, sponsorship, prevention, corporate communications4 |
| Jan Zimowicz | Member of the PZU Management Board since 12 April 2024
PZU Group Director at PZU Życie since 22 April 2024 |
PZU and PZU Życie:
assurbanking, bancassurance and strategic partnership programs and new businesses (product and sales management, tariff actuarial, product analytics), digital process and service management, CRM, client experience management, innovation and AI PZU Życie: management of investment and savings products (offer management, tariff actuarial), sales management of investment and savings products |
| Iwona Wróbel | Member of the PZU Życie Management Board since 22 April 2024
PZU Group Director at PZU since 22 April 2024 |
PZU and PZU Życie:
PZU branch network management, sales support PZU Życie: management of individual and SME products (product development, tariff actuarial, underwriting) and their sales network, product and sales analysis, direct sales |
| Michał Kopyt | Member of the PZU Życie Management Board since 1 march 2025
PZU Group Director at PZU since 1 March 2025 |
PZU and PZU Życie:
IT (IT systems management and development, IT services management, IT infrastructure management, IT support) |
| Małgorzata Skibińska | PZU Group Director at PZU since 1 February 2023
PZU Group Director at PZU Życie from 1 February 2023 to 15 September 2024 |
PZU:
management of mass products, health, insurance programs, tariff actuarial, underwriting, product analysis |
| Igor Radziewicz Winnicki | PZU Group Director at PZU since 15 January 2025
PZU Group Director at PZU Życie since 15 January 2025 |
PZU and PZU Życie:
health insurance |
2 additionally, supervises Małgorzata Skibińska, PZU Group Director at PZU
3 additionally, supervises Igor Radziewicz-Winnicki, PZU Group Director at PZU and PZU Życie
4 additionally, supervises PZU Group Directors at PZU Życie: Elżbieta Häuser-Schöneich, Bartosz Grześkowia , Jan Zimowicz, Paweł Wróbel employed until 30 April 2025)
| First name and last name | Function performed at PZU and PZU Życie | Scope of responsibility |
|---|---|---|
| Beata Kozłowska-Chyła | President of the PZU from 2 October 2020 23 February 2023 / Acting. President of the PZU Management Board from 12 March to 1 October 2020 | PZU: internal audit, compliance, PZU Group strategy, corporate communications, reinsurance 1 |
| Anita Elżanowska | Member of the PZU Supervisory Board delegated from 23 February 2024 to temporarily perform the duties of the PZU President of the Management Board, until the appointment of the President of the PZU Management Board, but for a period not exceeding 3 months – delegation ended on 11 April 2024 | PZU: corporate management, corporate governance in PZU Group, internal audit, compliance, PZU Group strategy, corporate communication, reinsurance 2 |
| Artur Olech | President of the PZU Management Board from 19 July 2024 to 27 January 2025 / Acting President of the PZU Management Board from 12 April 2024 to 18 July 2024 |
PZU:
corporate management, corporate governance in PZU Group, PZU Group strategy, project and M&A management, internal audit, internal control, compliance, AML in PZU Group, HR, consulting and legal services, business continuity management, marketing, sponsorship, prevention, corporate communications, customer communications, reinsurance, administration, real estate, purchasing, analysis and process efficiency, risk, insurance operations, claims and benefits, assistance, remote customer service, after-sales customer service3 |
| Aleksandra Agatowska | Member of the PZU Management Board from 24 October 2019 until 19 February 2020 / PZU Group Director at PZU from 25 March 2016 to 23 October 2019, and again from 20 February 2020 to 21 April 2024 |
PZU Życie:
corporate management, corporate governance in PZU Group, internal audit, compliance, PZU Group strategy, marketing, sponsoring, prevention, corporate communication, client communication, reinsurance4 |
| Jarosław Mastalerz | President of the PZU Życie Management Board since 19 July 2024 / Acting President of the PZU Życie Management Board from 22 April 2024 to 18 July 2024
PZU Group Director at PZU since 22 April 2024 |
PZU SA and PZU Życie:
security and business continuity management, AML, cyber security, IT, analytics and process efficiency PZU Życie corporate management, PZU Group corporate governance, PZU Group strategy, project and M&A management, internal audit, internal control, HR, corporate product management and group insurance sales network, legal advice and services, marketing, sponsorship, prevention, corporate communications, customer communications, administration, real estate, purchasing, process analysis and efficiency, risk, insurance operations, benefits handling, assistance, remote customer service, after-sales customer service 5 |
| Michał Bernaczyk | Member of the PZU Supervisory Board delegated from 23 February 2024 to temporarily perform the duties of Member of the PZU SA Management Board for a period of 3 months – delegation revoked as of 15 May 2024 | PZU 6 |
| Wojciech Olejniczak | Member of the PZU SA Supervisory Board delegated from 2 September 2024 to temporarily perform the function of the Member of the PZU SA Management Board for a period of 3 months – delegation revoked as of 28 November 2024 |
PZU
no supervised area within the organizational structure |
| Maciej Fedyna | Member of the PZU SA Management Board since 16 December 2024
Member of the PZU Życie Management Board since 18 December 2024 |
PZU SA and PZU Życie:
risk |
| Małgorzata Kot | Member of the PZU Management Board from 10 September 2020 to 23 February 2024 / Director of the PZU Group at PZU from 16 April to 9 September 2020
Member of the PZU Życie Management Board from 16 April 2020 to 23 February 2024 |
PZU and PZU Życie:
PZU branch network management, retail sales (channels: exclusive, multi-agency), remote sales, retail distribution strategy, retail sales support, sales analysis PZU: retail sales (channels: broker, dealer) PZU Życie: agency sales, corporate sales |
| Tomasz Kulik | Member of the PZU Management Board since 14 October 2016
Member of the PZU Życie Management Board since 19 October 2016 |
PZU and PZU Życie:
actuarial, finance, investment, PZU Group strategy, project management, CRM 7 |
| Maciej Rapkiewicz | Member of the PZU Management Board from 22 March 2016 to 28 August 2024
Member of the PZU Życie Management Board from 25 May 2016 to 28 August 2024 |
PZU and PZU Życie:
risk, insurance operations, claims and benefits handling, assistance, remote customer service, purchasing, administration |
| Tomasz Tarkowski | Member of the PZU Management Board since 4 November 2024
Member of the PZU Życie Management Board since 14 November 2024 / since 31 January 2025 – Member of the PZU Życie SA Management Board temporarily performing the duties of the President of the PZU Życie Management Board |
PZU and PZU Życie:
claims and benefits handling, assistance, remote client service, after-sales client service, insurance operations |
| Ernest Bejda | Member of the PZU Management Board from 4 May 2020 to 23 February 2024
Member of the PZU Życie Management Board since 25 August 2021 to 5 June 2023 PZU Group Director at PZU Życie from 4 May 2020 to 24 August 2021, and again from 6 June 2023 to 23 February 2024 |
PZU and PZU Życie:
security, AML, purchasing, analysis and efficiency of processes, insurance operations, claims and benefits handling, assistance, remote customer service, digitization of processes, development of digital services and platforms, after-sales customer service |
| Bartosz Grześkowiak | Member of the PZU Management Board since 12 April 2024
PZU Group Director at PZU Życie since 22 April 2024 |
PZU and PZU Życie:
reinsurance, underwriting, corporate business development PZU: retail sales – dealer channel, corporate sales, corporate product management, analysis, underwriting and risk assessment of corporate insurance, financial risk insurance, corporate business services |
| Elżbieta Häuser – Schöneich | Member of the PZU Management Board since 12 April 2024
PZU Group Director at PZU Życie since 22 April 2024 |
PZU and PZU Życie:
innovation, digitization of processes, development of digital services and platforms, CRM, sustainability, health insurance, after-sales customer service 7 PZU 8 |
| Krzysztof Kozłowski | Member of the PZU Management Board from 4 August 2021 to 23 February 2024
PZU Group Director at PZU Życie from 4 February 2021 to 23 February 2024 |
PZU and PZU Życie:
corporate management, corporate governance in PZU Group, administration, project management PZU: business development of the PZU Group |
| Piotr Nowak | Member of the PZU Management Board from 28 April 2022 to 23 February 2024
PZU Group Director at PZU Życie from 28 April 2022 to 23 February 2024 |
PZU and PZU Życie:
investment, IT, innovation |
| Małgorzata Sadurska | Member of the PZU Management Board from 13 June 2017 to 23 February 2024
PZU Group Director at PZU Życie from 15 April 2022 to 23 February 2024 / Member of the PZU Życie Management Board from 1 June 2017 to 14 April 2022 |
PZU and PZU Życie:
assurbanking, bancassurance, strategic partnership programs, corporate business development PZU: corporate sales, corporate product management, analysis, underwriting and risk assessment of corporate insurance, financial risk insurance, corporate business services PZU Życie: protection banking products, investment products, investment product sales |
| Jan Zimowicz | Member of the PZU Management Board since 12 April 2024
PZU Group Director at PZU Życie since 22 April 2024 |
PZU and PZU Życie:
retail sales – exclusive channel, multiagency channel, remote sales, retail sales support, sales analytics, assurbanking, bancassurance and strategic partnership programs (product and sales management, tariff actuarial, product analytics), customer experience management, CRM PZU: retail sales – broker channel 9 PZU Życie management of investment and savings products (offer management, tariff actuarial), sales management of investment and savings products, support of service processes |
| Sławomir Bilik | Member of the PZU Życie Management Board since 6 May 2024
PZU Group Director at PZU since 6 May 2024 |
PZU and PZU Życie:
health insurance |
| Andrzej Jaworski | Member of the PZU Życie Management Board from 15 April 2022 to 21 April 2024
PZU Group Director at PZU from 15 April 2022 to 21 April 2024 |
PZU and PZU Życie:
health insurance |
| Bartłomiej Litwińczuk | Member of the PZU Życie Management Board from 19 August 2016 to 21 April 2024
PZU Group Director at PZU from 19 August 2016 to 21 April 2024 |
PZU and PZU Życie:
HR, consulting and legal services |
| Dorota Macieja | Member of the PZU Życie Management Board from 15 March 2017 to 21 April 2024
PZU Group Director at PZU from 15 March 2017 to 21 April 2024 |
PZU and PZU Życie:
sustainable development, customer communication, real estate |
| Sylwia Matusiak | Member of the PZU Życie Management Board from 1 January 2023 to 21 April 2024
PZU Group Director at PZU from 1 January 2023 to 21 April 2024 |
PZU and PZU Życie:
PZU and PZU Życie: marketing, sponsorship, prevention, PZU branch network management, retail sales (channels: exclusive, multiagency), remote sales, retail distribution strategy, retail sales support, sales analysis, corporate business development, assurbanking, bancassurance and strategic partnership programs PZU SA: retail sales (channels: dealer, broker), corporate sales, corporate product management, analysis, underwriting and risk assessment of corporate insurance, financial risk insurance, corporate business services PZU Życie SA: corporate sales, management of protective and investment banking products, sales of investment products |
| Paweł Wajda | Member of the PZU Życie Management Board from 6 May 2024 to 31 January 2025
PZU Group Director at PZU from 6 May 2024 to 31 January 2025 |
PZU and PZU Życie:
consulting and legal services, compliance, business continuity management, administration, real estate, procurement PZU Życie: AML |
| Dominik Witek | Member of the PZU Życie Management Board from 6 June 2023 to 21 April 2024
PZU Group Director at PZU from 6 June 2023 to 21 April 2024 |
PZU and PZU Życie:
AML, security, IT, innovation, digitization of processes, development of digital services and platforms, after-sales client service, analytics and process efficiency, client experience management PZU Życie: support for service processes |
| Iwona Wróbel | Member of the PZU Życie Management Board since 22 April 2024
PZU Group Director at PZU since 22 April 2024 |
PZU and PZU Życie:
PZU branch network management, sales support, retail sales – exclusive channel, PZU Życie: management of individual and SME products (product development, tariff actuarial, underwriting) and their sales network, product and sales analysis, direct sales, corporate sales |
| Małgorzata Skibińska | PZU Group Director at PZU since 1 February 2023
PZU Group Director at PZU Życie from 1 February 2023 to 15 September 2024 |
PZU and PZU Życie:
individual and SME product management (offer management, insurance programs, underwriting, tariff actuarial, product analysis) |
| Paweł Wróbel | PZU Group Director at PZU from 16 May 2024 (employed until 30 April 2025)
PZU Group Director at PZU Życie from 16 May 2024 (employed until 30 April 2025) |
PZU and PZU Życie:
marketing, sponsorship, prevention, corporate communications |
2. additionally, supervised PZU Group Directors at PZU: Aleksandra Agatowska, Dorota Macieja, Andrzej Jaworski, Bartłomiej Litwinczuk
3. additionally, supervised PZU Group Directors at PZU: Aleksandra Agatowska, Dorota Macieja, Andrzej Jaworski, Bartłomiej Litwinczuk, Jarosław Mastalerz, Iwona Wróbel, Sławomir Bilik, Paweł Wajda, Paweł Wróbel
4. additionally, supervised PZU Group Directors at PZU Życie: Małgorzata Sadurska, Ernest Bejda, Krzysztof Kozłowski, Piotr Nowak
5. additionally, supervised PZU Group Directors at PZU Życie: Elzbieta Häuser-Schöneich, Bartosz Grześkowia , Jan Zimowicz and Pawel Wróbel
6. supervised PZU Group Directors at PZU: Sylwia Matusia , Domini Witek, Jarosław Mastalerz
7. additionally, supervised Małgorzata Skibińs a, PZU Group Director at PZU and PZU Życie
8. additionally, supervised Sławomir Bilik, PZU Group Director at PZU
9. additionally, supervised Iwona Wróbel, PZU Group Director at PZU
Mode of operation
Meetings of the Management Board are held at least once a fortnight. The Articles of Association provide that meetings may be held using means of direct remote communication.
The President of the Management Board directs the work of the Management Board. The President of the Management Board makes decisions in the form of orders and official instructions. Other Members of the Management Board administer the operations of the Company within the scope specified by the President.
Management Board makes decisions in the form of resolutions. The Management Board adopts resolutions only in the presence of the President of the Management Board or a person designated to head the work of the Management Board during the President’s absence.
Resolutions of the Management Board are adopted by an absolute majority of votes; in the event of a voting tie, the President has the casting vote. With the consent of the President of the Management Board, the Management Board may adopt resolutions by written procedure or using means of direct remote communication, if all the Management Board Members have received the draft resolution with justification and at least half of the Management Board Members took part in the adoption of the resolution.
Committees
Committees are collegial structures operating at PZU. They are established and disbanded by the Management Board of PZU. Committees issue opinions and make decisions in matters within their area of operation defined in the rules and regulations of a given committee. In 2024, there were the following committees at PZU, with the Management Board Members and PZU Group Directors participating in their work:
| Name of the Committee | Purpose |
|---|---|
| PZU Pricing Committee | To set out the pricing policy in line with the PZU strategy. |
| Data Governance Committee | To coordinate data governance and data quality processes at PZU and PZU Życie. |
| Investment Committee |
|
| Cost Committee | To coordinate efforts to reduce costs of PZU and PZU Życie, in particular fixed costs of insurance business, in line with the PZU Group strategy. |
| Property Committee | To ensure proper course of the decision-making process regarding the intended use of properties held by PZU SA and PZU Życie SA, in particular their sale or investment by PZU Group members. |
| Actuarial, Operational and Model Risk Committee | To take action with regard to:
|
| PZU Group’s Risk Committee | To coordinate activities and supervise the management system and processes related to risks occurring in PZU, PZU Życie and the PZU Group, in particular at the level of the financial conglomerate of the PZU Group |
| Investment Risk Committee | To take action in the area of market risk, credit risk and concentrations regarding:
|
| Sponsorship and Prevention Committee | To ensure that PZU and PZU Życie properly conduct sponsorship and prevention activities, as well as to monitor and ensure consistency of activities conducted in these areas. |
| Procurement Committee | To facilitate the goods and services supplier selection procedure and monitor cooperation with suppliers following the strategy of PZU and PZU Życie. |
| Asset and Liability Management Committee | To issue opinions on decisions regarding the strategic structure of deposits in order to ensure that PZU and PZU Życie have an appropriate level of security, financial liquidity, profitability and investment portfolio quality, and to provide recommendations for Management Boards or organizational structures of PZU and PZU Życie on the size of technical interest rates and activities increasing the amount of own funds or liquidity buffers.
To take decisions on:
|
| Initiatives Management Committee | To supervise and determine directions of action in terms of managing initiatives within PZU and PZU Życie |
Management Board’s activity in 2024
The main areas of the Management Board’s activity include:
The Management Board adopted:
- a plan for operationalization of the Strategy for 2024 and continued strategic projects and initiatives which would ensure the achievement of the goals set out in the Strategy (new initiatives, including at the Corporate Business Development Office in the construction and erection risks (CAR/EAR) area: the development and diversification of PZU’s portfolio);
- a long-term development and operations plan of the PZU Group and PZU contained in the document entitled “PZU Group’s Strategy for 2025–2027;”
- PZU’s community engagement strategy for 2025– 2027;
- PZU Group’s decarbonization strategy;
- a digital operational resilience strategy;
- an ICT continuity strategy;
- a strategy to address risks from third-party ICT Service Providers.
The Management Board adopted:
- PZU Group’s capital and dividend policy for 2025– 2027;
- PZU Tax Group’s Tax Strategy for 2024–2026;
- a financial plan for PZU and PZU Group for 2025;
- reports on the activities of PZU and PZU Group for 2023 and H1 2024, financial statements of PZU and PZU Group for 2023, H1 2024 and Q1 and Q3 2024, as well as reports on solvency and financial condition of PZU and the PZU Group for 2023;
- regulations for investment activities of PZU.
The Management Board determined:
- operating segments for the purpose of preparing the PZU Group’s consolidated financial statements in accordance with the International Financial Reporting Standards;
- accounting principles (policy) for reporting in accordance with the International Financial Reporting Standards (IFRS) as applied in PZU;
- disclosure process for the purposes of the EU Taxonomy.
The Management Board agreed:
- to amend PZU’s reinsurance program for 2023, and adopted the assumptions of the mandatory outward reinsurance program for 2025.
On an ongoing basis, the Management Board approved amendments to general insurance terms and conditions (GTI) and general insurance terms and conditions for new products, as well as insurance tariffs, for example for:
- PZU DOM (PZU HOME) insurance;
- “Bezpieczny Bilet” “Safe Tic et”) insurance for eBilet clients;
- insurance of buildings or residential units for Bank Pekao clients;
- ADD and unemployment insurance for borrowers of Alior Ban ’s cash loans, and ADD insurance and health care provided for Alior Ban ’s business clients;
- PZU Gospodarstwo Rolne (PZU Farm) insurance;
- Twoja Ochrona (Your Protection) group insurance for Bank Pekao account holders and group insurance for holders of credit cards issued by Bank Pekao;
- insurance for borrowers of mortgage loans granted by Bank Pekao, insurance for borrowers of express loans (PEX) granted by Bank Pekao applied to insurance contracts concluded at branches of Bank Pekao and to insurance contracts concluded using means of remote communication;
- PZU Auto insurance.
The Management Board agreed to:
- establishing cooperation with the Great Orchestra of Christmas Charity Foundation in 2025–2027;
- conducting advertising campaigns, including for motor insurance, non-life insurance and comprehensive coverage with PZU.
The Management Board approved changes to the governance system (risk management system, internal control system and business continuity management) in PZU and PZU Życie, and recommended adoption of the system to PZU’s direct and indirect subsidiaries subject to the Insurance and Reinsurance Business Act, as well as to TUW Polski Zakład Ubezpieczeń Wzajemnych;
The Management Board adopted:
- annual report on the activities of the Internal Audit Department in 2023, including an assessment of the internal control system and risk management system,
- own risk and solvency assessment (ORSA) report of PZU Group, PZU and PZU Życie,
- updated PZU Group’s Corrective Action Plan – a document covering the PZU Group’s significant entities, in particular banks operating within it, which is an additional tool utilized at the financial conglomerate level that enables efficient organization and effective operation of risk management systems in the PZU Group. The Plan is updated annually based on the annual ORSA process and includes stress scenarios. The Plan includes stress scenarios at the end of the last reporting year and a baseline scenario developed as part of the annual ORSA process;
The Management Board amended:
- Procedure for periodic assessment of transactions concluded by PZU with related parties in the ordinary course of business,
- Risk management strategy for the PZU Group,
- Risk concentration management policy at the level of the PZU Financial Conglomerate,
- Actuarial risk management policy at PZU,
- Market risk management policy at PZU and PZU Życie,
- Credit risk and concentration risk management policy at PZU,
- Model Risk Management Policy at PZU and PZU Życie,
The Management Board adopted other resolutions to implement and update various policies at PZU and PZU Życie, for example:
- Compliance Policy,
- Outsourcing Policy at PZU and PZU Życie,
- Policies for identifying and reporting transactions within the PZU Group,
- The Management Board adopted resolutions on work organization (e.g. updating the Remote Work Regulations and the Regulations for Managing Personal Protective Equipment and Working Clothing and Footwear at PZU SA), human resources (concerning PZU Group Directors) and remuneration of PZU Group Directors and Senior Management;
- The Management Board adopted a report on representation expenditures and expenditures for legal, marketing, public relations and public communication services and management consulting services for 2023;
- The Management Board granted approvals for the conclusion or termination of agreements on leases, purchases and sales of real estate used by PZU.
Supervisory Board
Rules for the appointment and dismissal of the Members
Members of the Board are appointed and dismissed by the Shareholder Meeting, subject to the following. The Articles of Association of PZU give the State Treasury the right to appoint and dismiss one Supervisory Board Member by way of a written statement submitted to the Management Board – such appointment or dismissal is effective upon delivery of the pertinent statement to the PZU Management Board and does not require a resolution of the Shareholder Meeting. This right will expire if the State Treasury ceases to be a PZU shareholder.
Supervisory Board members are appointed for a joint term of office, which encompasses three consecutive full financial years.
In accordance with the Articles of Association of PZU, half of Supervisory Board Members appointed by the Shareholder Meeting are elected from among persons proposed by the State Treasury – this right continues until its sta e in the PZU’s share capital drops below 20%. Then, this right is shifted to another shareholder holding the largest sta e in the PZU’s share capital, provided that this shareholder holds at least 20% of the share capital.
The Supervisory Board elects the Supervisory Board Chairperson and Supervisory Board Deputy Chairperson from among its Members. The Supervisory Board may elect the Supervisory Board Secretary from among its members.
The mandate of a Supervisory Board Member expires at the end of his or her term of office or as a result of his or her demise, resignation or dismissal from the Supervisory Board. If the mandate of a Member of the Supervisory Board expires during the term of office of the Supervisory Board, a new Member shall be appointed for the period until the end of the term of office of the Supervisory Board.
Suitability assessment
Supervisory Board Members are subject to individual suitability assessment. The Supervisory Board as a whole is also subject to suitability assessment (collective suitability assessment). The rules for assessing the suitability of the PZU Supervisory Board and Audit Committee were adopted by Resolution No. 33/2021 of the PZU Regular Shareholder Meeting of 16 June 2021 (as amended). Suitability assessments are carried out at least once a year and, among other things, when a candidate for a Member of the Supervisory Board is put forward (primary individual suitability assessment – in connection to the Shareholder Meeting adopting a resolution to appoint a person to serve) and in connection to any changes that are made to the composition of the Supervisory Board (collective suitability assessment). The assessment of the original suitability of the member of the Supervisory Board appointed by written declaration on the basis of the Articles of Association of PZU is made directly by the shareholder – the State Treasury.
Assessment of the suitability of candidates for Members of the Supervisory Board is carried out on the basis of documents provided by the person being assessed, statements and information submitted, as well as completed forms and attachments. The candidate verification process is based on the following criteria:
- competence;
- guarantee, including reputation and reliability;
- independence of the Supervisory Board Member;
- independent judgment, including no conflict of interest, and sufficient time dedication to the position of the Supervisory Board Member.
A candidate for a Member of the Supervisory Board should have a relevant educational background, particularly in insurance, banking or finance, economics, law, accounting, auditing, management, mathematics, physics, computer science, administration, financial regulation, information technology and quantitative methods. It is important that the person being assesses has specific professional credentials, in particular the credentials of an actuary, auditor, investment advisor, legal counsel or attorney. The assessment of suitability also takes into account the diversity policy adopted by the Shareholder Meeting for Members of PZU bodies.
Based on the collected documentation, the Nomination and Compensation Committee of the Supervisory Board proposes an individual suitability assessment of the person assessed and submits this proposal to the Supervisory Board, which approves the suitability assessment proposal in the form of a resolution. The Supervisory Board presents the assessment in the form of a report to the Shareholder Meeting, which makes the final decision on the individual suitability assessment by resolution.
Composition and changes in the composition of the Supervisory Board in 2024 and after the balance sheet date
| Composition of the Supervisory Board | ||||||||||||
| 01 January 2024 | 31 December 2024 | as of the date of publication of the report | ||||||||||
| Function in the SB | Independence | Experience, knowledge and qualifications | Committees | Independence | Experience, knowledge and qualifications | Committees | Independence | Experience, knowledge and qualifications | Committees | |||
| Chairman | Robert Jastrzębski | YES | Law | NCC | Marcin Kubicza | YES | Law, Corporate governance | Marcin Kubicza | YES | Law, Corporate governance | ||
| Deputy Chairman | Paweł Górecki | YES | Law | AC, NCC | Małgorzata Kurzynoga | YES | Law | NCC | Małgorzata Kurzynoga | YES | Law | NCC |
| Secretary | Agata Górnicka | YES | Political science | NCC, SC | Anna Machnikowska | YES | Law | SC | Anna Machnikowska | YES | Law | SC |
| Member | Marcin Chludziński | YES | Management, Corporate governance | AC, SC | Michał Bernaczyk | YES | Law | NCC | Michał Bernaczyk | NO | Law | NCC |
| Member | Marcin Kubicza | YES | Law, Corporate governance | AC, SC | Anita Elżanowska | YES | Law | SC | Anita Elżanowska | NO | Law | SC |
| Member | Krzysztof Opolski | YES | Economics | AC | Filip Gorczyca | NO | Finance, accounting / Audit of financial statements | AC, SC | Filip Gorczyca | YES | Finance, accounting / Audit of financial statements | AC, SC |
| Member | Radosław Sierpiński | NO | Management | NCC | Michał Jonczynski | YES | Economics, accounting / Audit of financial statements | AC | Michał Jonczynski | YES | Economics, accounting / Audit of financial statements | AC, NCC |
| Member | Józef Wierzbowski | YES | Management | SC | Andrzej Kaleta | YES | Economics | AC, SC | Andrzej Kaleta | YES | Economics, management | AC, SC |
| Member | Maciej Zaborowski | YES | Law | SC | Wojciech Olejniczak | YES | Economics, finance | NCC | Adam Uszpolewicz | YES | Finance, insurance, accounting / Audit of financial statements | AC |
| Member | Adam Uszpolewicz | YES | Finance, insurance, accounting / Audit of financial statements | AC | ||||||||
NCC – Nomination and Compensation Committee
SC – Strategy Committee
The term of office of the Supervisory Board began with the appointment of the Supervisory Board at the Regular Shareholder Meeting of PZU convened on 7 June 2023, and covers three consecutive full financial years 2024– 2026. In the period from 1 January 2024 to 31 December 2024, the following changes were made to the PZU Supervisory Board:
- On 1 January 2024, the composition of the Supervisory Board was as follows: Marcin Chludziński, Paweł Górecki, Agata Górnicka, Robert Jastrzębski, Marcin Kubicza, Krzysztof Opolski, Radosław Sierpiński, Józef Wierzbowski, Macie Zaborowski;
- On 14 February 2024, the Deputy Chairman of the Supervisory Board of PZU SA, Paweł Górecki, was dismissed by a letter from the State Treasury;
- On 15 February 2024, the Extraordinary Shareholder Meeting of PZU dismissed the following persons from the Company’s Supervisory Board: Robert Jastrzębski, Agata Górnicka, Marcin Chludziński, Krzysztof Opolski, Radosław Sierpiński, Józef Wierzbowski and Maciej Zaborowski; at the same time, it appointed the following persons to the PZU Supervisory Board, effective 15 February 2024: Michał Bernaczyk, Anita Elżanowska, Filip Gorczyca, Michał Jonczynski, Andrzej Kaleta, Małgorzata Kurzynoga, Anna Machnikowska, Wojciech Olejniczak and Adam Uszpolewicz;
- On 15 February 2024, Marcin Kubicza took over as Chairman of the Supervisory Board;
- On 23 February 2024, Małgorzata Kurzynoga assumed the position of Deputy Chairman of the Supervisory Board, and Anna Machnikowska became the Secretary of the Supervisory Board;
- On 23 February 2024, the Supervisory Board delegated – for a period of no more than three months – two of its members, Anita Elżanowska and Michał Bernaczyk, to temporarily perform the duties of President of the Management Board (until the appointment of the President) and Member of the Management Board, respectively;
- On 25 April 2024, the Supervisory Board revoked the delegation of Supervisory Board Member Michał Bernaczyk to temporarily perform the function of Management Board Member, effective 15 May 2024;
- On 18 November 2024, the Supervisory Board revoked the delegation of Supervisory Board Member Wojciech Olejniczak to temporarily perform the function of Management Board Member.
- On 1 January 2025, the composition of the Supervisory Board was as follows: Marcin Kubicza, Małgorzata Kurzynoga, Anna Machnikows a, Michał Bernaczyk, Anita Elżanowska, Filip Gorczyca, Michał Jonczynski, Andrzej Kaleta, Wojciech Olejniczak and Adam Uszpolewicz;
- On 10 January 2025, the Extraordinary Shareholder Meeting of PZU dismissed Wojciech Olejniczak from the Supervisory Board;
- On 21 January 2025, the Extraordinary Shareholder Meeting of PZU appointed Andrzej Klesyk to the Supervisory Board.
- On 27 January 2025, the Supervisory Board delegated Andrzej Klesyk to temporarily perform the function of the President of the Management Board, until the appointment of the President of the Management Board, but for a period not exceeding 3 months;
- On 28 February 2025, Andrzej Klesyk tendered his resignation from the Supervisory Board, effective 2 March 2025.
Independence
The independence criteria set forth in the Best Practices of WSE Listed Companies were met by:
- In 2024: Robert Jastrzębski, Marcin Kubicza, Paweł Górecki, Małgorzata Kurzynoga, Agata Górnicka, Anna Machnikowska, Marcin Chludziński, Michał Bernaczyk, Anita Elżanowska, Krzysztof Opolski, Michał Jonczynski, Józef Wierzbowski, Andrzej Kaleta, Maciej Zaborowski, Wojciech Olejniczak, Adam Uszpolewicz
- As of the date of drafting the report: Filip Gorczyca, Michał Jonczynski, Małgorzata Kurzynoga, Anna Machnikowska oraz Adam Uszpolewicz.
The verification was carried out on the basis of the statements made by the Members of the Supervisory Board and their subsequent update, if any, in the event of a change in the circumstances forming the basis for the original submission. The content of the statements refers to the independence criteria enumerated in Article 129(3) of the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Supervision.
Diversity
Persons serving on the Supervisory Board of PZU had diverse educational background, expertise, were highly qualified, had suitable competence and professional experience as outlined in Section 7.5.3. Diversity policy. They ensured an appropriate collegial oversight of all areas of PZU’s operations and guaranteed that a broad and comprehensive spectrum of views and opinions would be taken into account while evaluating the work of the Management Board and the operation of PZU.
CVs of Members of the Supervisory Board
CVs of members serving on the Supervisory Board as of the date of publication of the report
On the Supervisory Board since 7 June 2023 Member of the Audit Committee till 22 February 2024
He graduated from the Faculty of Law and Administration at the University of Warsaw (2004) and the Institute of International Relations (2002) of the same university. He participated in the Executive Doctor of Business Administration program at the Institute of Economic Sciences of the Polish Academy of Sciences (2012–2014). He completed his prosecutor’s training culminating in a successful prosecutor’s exam in 2008. Since 2008 he has been registered in the list of attorneys of the Bar Association in Kielce and since 2009 in the list of attorneys-at-law kept by the Council of the District Chamber of Legal Advisers in Warsaw.
He has many years of experience as a manager in large entities providing legal support and service as well as corporate governance, also in a capital group which included entities belonging to the banking, pension, property and life insurance sectors, as well as entities from the public finance sector responsible for the management of the state budget funds.
On the Supervisory Board since 15 February 2024
She holds the post-doctoral degree of Doctor of Science in Law and is a professor of the University of Łódź. She is an attorney-at-law.
Through over a dozen years of experience, she combined research and practice, being a Professor at the Department of European, International and Collective Labour Law at the University of Łódź, and an attorney-at-law. She specializes in individual and collective labor law, EU law, and new technologies.
She graduated from two long-cycle master’s programs: in law and in administration. From 2006 to 2010, she was on a full-time third-cycle at the Department of European Law, University of Łódź. In 2010, she became a Doctor of Philosophy in Law, and in 2019, she was awarded the post-doctoral degree of Doctor of Science. Since 2020, she has been a professor at the University of Łódź. She is a partner at a law firm providing legal assistance for the largest economic operators and public institutions on Polish and EU labor law and social security.
In 2023, she was named one of the “25 most prominent women lawyers in business” by Forbes Women.
She wrote over 70 scientific publications and more than a dozen editorials. She has received numerous awards; among other things, from 2015 to 2018 she was the recipient of the Scholarship of the Minister for Outstanding Young Scientists.
From 2011, she has been part of an international team publishing scientific research at International Labour Law Reports, and belongs to the International Society for Labour and Social Security Law. She made study visits at the University of Amsterdam, the University of Vienna, the University of Santiago de Compostela and the University of Bergamo.
She provides advisory to employers and public institutions. She represents corporate clients in court proceedings in labor law and conducts negotiations with labor unions. She has experience in internal explanatory proceedings and legal audits. She provides analyses and expert legal opinions concerning selected provisions of the Polish and EU law on business compliance.
On the Supervisory Board since 15 February 2024
Doctor of Science in Law, professor at the University of Gdańs , head of the Department of Civil Procedure at the University of Gdańs . Legal counsel (attorney-at-law apprenticeship – 1996; judicial apprenticeship and judicial examination in 1994). From 2012 to 2019 Vice-Rector for Education, 2021–2024 member of the University Council of the University of Gdańs . From 2020 to 2022, she served as the Member (and the President in 2022) of the Scientific Policy Committee. Since 2022 arbitrator of the Court of Arbitration at the General Prosecutor’s Office of the Republic of Poland, since 2024 member of the National Council of Legal Advisors, deputy head of the Center for Research, Studies and Legislation. Since 2004 – functions on the supervisory boards of capital companies, including those implemented in the form of public-private partnerships.
On the Supervisory Board since 15 February 2024
He is an attorney-at-law and professor at the Department of Constitutional Law, Faculty of Law, Administration and Economics at the University of Wrocław. He completed a master’s program in law; in 2007, obtained the degree of Doctor of Philosophy in Law, while in 2015, the degree of Doctor of Sciences.
He completed his apprenticeship to become attorney-at-law at the Regional Chamber of Attorneys-at-Law in Wrocław 2007–2011, entry no. WR-2139), and practices at Kancelaria Gabriela Bar Law&AI based in Wrocław; he provides legal services for public administration authorities and entrepreneurs. He specializes in issues concerning access to and re-use of data, provision of digital services, and personal data protection. He represents plaintiffs in court and administrative court proceedings, before the Supreme Court, the Constitutional Court and the European Court of Human Rights.
His research interests include the issues of comparative constitutional law, and especially the impact of technological progress and artificial intelligence on the institutions of constitutional law (so-called digital constitutionalism), protection of information in public and private law, freedom of obtaining and publishing information, the influence of the state on the social and economic system as well as public law forms of business.
He is an expert of the Center for Research, Studies and Legislation of the National Council of Legal Advisers, an external expert of the Office of Expertise and Regulatory Impact Assessment of the Chancellery of the Sejm of the Republic of Poland. From 2013 to 2015, he served as a permanent advisor to the Constitutional Responsibility Committee.
He has received numerous individual and group awards from the Rector of the University of Wrocław for academic scholars’ original and creative scientific achievements. He has served as a contractor in national and international research projects. He has completed two research projects in the US, lectures annually at summer law schools in Germany, and is the author of numerous scientific publications in the form of monographs, commentaries and scientific articles published in Poland and abroad. He is currently working in the JuDDGES research project (funded by CHIST-ERA) on the implementation of artificial intelligence in the analysis of domestic and foreign judicial decisions.
On the Supervisory Board since 15 February 2024
She is a lawyer, and has completed a program in law at the Faculty of Law and Administration, Maria Curie-S łodows a University in Lublin.
She has over 23 years of professional experience in legal advisory services and public administration. Within her own law firm, she provides legal advisory services relating to purchase procedures, corporate affairs and contracts. She has provided services for entrepreneurs, including the largest companies with State Treasury shareholding, international corporations, as well as SMEs, higher education institutions, local government and administrative authorities. She supports business in preparing and verifying as well as implementing transparent and competitive procedures. She combines legal aspects of procedural application with the pursuit of business objectives involved in the purchase process. She prepares and verifies draft contracts, as well as advises business at the stage of contract implementation. She manages court and outof-court disputes. She manages projects co-funded by the European Union, and provides services during their audits.
She has managed projects as expert of the European Bank for Reconstruction and Development. She has served as the Vice-President of the Public Procurement Office and in that role was responsible for review and international cooperation. She is former Director of Public Procurement Office at Operator Logistyczny Paliw Płynnych sp. z o.o., where she has prepared and implemented internal purchase procedures and was responsible for purchase and investment processes. She used to be an academic scholar at the SGH Warsaw School of Economics (postgraduate program in EU fund management) and at the Faculty of Law of the SWPS University.
From 2000 to 2007, she worked at the Public Procurement Office, first in the Legal Department, and then from 2004 to 2007, as Director of the Audit Department, including from 2003 as a civil service officer.
She spoke at many conferences, including international events. She has written numerous publications concerning public procurement.
On the Supervisory Board since 15 February 2024 Member of the Audit Committee
He is a Member of the Management Board at the Association of Independent Non-Executive Directors. He represents it at ecoDa, an umbrella organization which brings together leading organizations of directors from across Europe. He is a Member of the Supervisory Boards at: CCC, Ferro, Develia, Artifex Mundi and VanKing Celkar Group. He presides over Audit Committees at CCC and Develia and sits in Audit Committees at Ferro and Artifex Mundi. From 2020 to 2021, he was a Member of the Supervisory Board at Protektor, while from 2017 to 2019, he served as the President of the Supervisory Board at Alior TFI.
From 2017 to 2019, he was the Vice-President of the Management Board and CFO at Alior Bank. Subsequently, from 2020 to 2021, he was a Member of the Management Board at the Luma Holding Ltd. Private equity fund. Earlier on, from 2016 to 2017, he was Senior Investment Director at Grupa Medicover, where he was responsible, among other things, for the initial public offering which ended with its first listing at Nasdaq Stockholm. From 2004 to 2016 he worked with the international advisory firm PwC, where from 2011, as VicePresident, he was responsible for capital market services in Central and Eastern Europe.
He completed business management programs at the Harvard Business School and the Singularity University, as well as graduated in Finance and Banking from the SGH Warsaw School of Economics. He is a certified auditor and holds an ACCA (FCCA) certificate.
On the Supervisory Board since 15 February 2024 Member of the Audit Committee
He obtained his degree of Doctor of Philosophy in Economics at the University of Gdańs . Furthermore, he completed a postgraduate program in banking at the University of Economics and Business in Poznań. He also completed an MBA Executive Master of Business Administration program at the Kozminski University (Warsaw), a program at the Free University of Berlin as well as German Language and Literature studies at the Adam Mickiewicz University in Poland.
He began his professional career at Berliner Bank, and then served as VicePresident of Bankgesellschaft Berlin (Poland). He co-founded Interligo, an online bank.
He worked at the Polish Oil Concern Orlen served as Vice-President at Orlen Deutschland. From Orlen, he moved to the Deutsche Bank HQ in Frankfurt am Main. He returned to Warsaw to take the position as the Head of Personnel in the PZU Group.
From 2011 to 2016, he served as a Member of the Management Board of the Social Security Institution, and afterwards managed healthcare entities.
On the Supervisory Board since 15 February 2024 Member of the Audit Committee
Full Professor of Economics, Rector of the Wrocław University of Economics and Business since 2016, head of its Department of Strategic Management.
In his research, he deals with issues of strategic management, competitive strategy, and entrepreneurship. He wrote over 200 scientific publications, largely on strategic management, e.g., “Realizac a strategii,” published by PWE in 2013. He provides advisory on strategic management process in corporations (e.g., ABB, ALSTOM, DIJO) and local government authorities (such as in: Bierutów Municipality, Bystrzyca Kłodz a, Wrocław and Sieradz District).
He is a Member of the Committee on Organisational and Management Sciences at the Polish Academy of Sciences. He presided over the Supervisory Board of Impel S.A. and the jury of the Lower Silesian GRIFFIN Economic Award, served as a member of the jury for the Young Talents competition organized by the Lower Silesian Capital Club.
On the Supervisory Board from 21 January 2025 to 2 March 2025
Résumé presented in Section 7.5.1. Management Board
On the Supervisory Board since 15 February 2024 Chairman of the Audit Committee
He has 30 years of experience in financial services, including over 20 years as president of Polish and foreign insurance companies.
From 2007 to 2022, he headed the British insurance and investment group Aviva in Poland. Prior to that, he was involved with the American Nationwide group, where his role was that of the president of insurance companies in Poland and Luxembourg. He has also worked as director of development at the London Branch of General Electric Capital, as well as certified auditor and consultant at Pricewaterhouse in Warsaw and London.
He sat in supervisory boards of various insurance and investment companies, among other things, in Poland, Luxembourg, France, Turkey and Lithuania.
He currently serves as an advisor at the British Polish Chamber of Commerce and sits in the Supervisory Board of the WWF Poland Foundation.
He graduated from the University of Copenhagen. He holds an ACCA certificate. He is a Member of the Business Council at the British Chambers of Commerce.
CVs of other members serving on the Supervisory Board in 2024
(up to date at the time of performing their the functions)
On the Supervisory Board from 15 February 2024 to 10 January 2025
He is a doctor of philosophy in economics (dissertation defended in 2007 at the Faculty of Law and Finance) at the Warsaw University of Life Sciences.
Since 2015, he has been involved in the financial sector, first as an Advisor to the President of the National Bank of Poland, then from 2016 to 2019 as the Director of Agro Business Department at Alior Bank S.A.
Since 2019, he has been working with Grupa mBank S.A. (Investment Banking Department).
From 2015 to 2016 he served as an Advisor to the Government of Ukraine in supporting reforms of agri-food companies and institutional reforms of its Ministry of Agriculture and its agendas. From 2003 to 2005, he served as the Minister of Agriculture and Rural Development, responsible for introducing Poland to EU’s common agricultural policy system. He was a Member of the 7th European Parliament (2009-2014), and sat in the Committee on Regional Development (REGI) and Committee on Agriculture and Rural Development (AGRI). From 2001 to 2009, he was a deputy to the Sejm.
He is an enthusiastic athlete (with 9 marathons and an Ironman under his belt). From 2013 to 2016, he was the President of the Polish Triathlon Union and a Member of the Executive Board of the Polish Olympic Committee.
On the Supervisory Board from 7 January 2016 to 15 February 2024 Member of the Audit Committee till 15 February 2024
Manager, President of the Management Board of Operator Gazociągów Przesyłowych Gaz-System SA. From 2018 to 2022, President of KGHM Polska Miedź SA; from 2016 to 2018, President of the Management Board of Agencja Rozwo u Przemysłu SA; previously served on the boards and regulatory bodies of commercial companies. Graduate of the University of Warsaw. He specializes in restructuring, strategic development and business transformation.
On the Supervisory Board from 8 February 2017 to 14 February 2024 Member of the Audit Committee till 14 February 2024
Doctor of juridical science and attorney-at-law. Graduated from the Faculty of Law, Administration and Economics of the University of Wroclaw. He attended numerous training courses and workshops in law of evidence, civil and penal law and management of public entities. He has authored several dozen peerreviewed papers on the subject of law published by Polish and international journals. He specializes in corporate law, the capital market and the application of court and administrative procedures. Member of supervisory boards of several capital companies. Currently, Vice-President of the KDPW S.A. Management Board and Supervisory Board Deputy Chairman of ARP Leasing Sp. z.o.o.
On the Supervisory Board from 8 February 2017 to 15 February 2024
Master’s degree in political science from the Faculty of ournalism and Political Science at the University of Warsaw. Graduate of a post-graduate study program in media management from the Koźmińs i University. She gained professional experience: at Telewizja Polska S.A. (from 2006 to 2012), as Project Coordinator at the Bank Zachodni WBK S.A. Foundation. (from 2012 to 2013), then as Assistant to the CEO at Bank Zachodni WBK S.A. (in 2013–2014), and later as Manager of the Management and Supervisory Board Office at Bank Zachodni WBK S.A. (in 2014–2015). Director of the Political Office in the Ministry of Development in 2015–2017 and chief advisor in the Office of the Prime Minister in 2017–2018. Since April 2018, Director of the External Relations Office in PKN ORLEN S.A. and Chairwoman of the ORLEN Foundation’s Supervisory Board. In October 2019, she started to serve as a member of the Supervisory Board of ORLEN Deutschland GmbH.
On the Supervisory Board from 9 March 2018 to 15 February 2024
Graduated from the Faculty of Law and Administration at the University of Warsaw. In 2001, he was granted the degree of Doctor of Philosophy in juridical science and in 2009, the post-doctoral degree of Doctor of Science. Affiliated with the Faculty of Law and Administration at the University of Warsaw since 2001. He became a professor at the university in 2019. Author of about 120 scientific publications, including author, co-author, editor and co-editor of 10 books. Recipients of awards and distinctions, including Awards from the Faculty of Law and Administration at the University of Warsaw for outstanding scholarly achievements and the Team Award granted by the Rector of the Warsaw School of Economics, an Award from the Rector of the University of Warsaw for activity that contributes to growth and improves the recognition of the University of Warsaw. Since 2015, Head of the Laboratory of Polish 20th Century Law and since 2019 Head of the History of Administration Department. Member of: among others, the editorial committee of the Journal “Studia z Dziejów Państwa i Prawa Polskiego” Studies in the History of Polish State and Law 2015), the editorial team of the journal “Zeszyty Naukowe Biura Analiz Sejmowych” [Scholarly Papers of the Sejm Analysis Office] (2016) and the program board of the “Marketing i Rynek” Marketing and Market Journal 2019).
On the Supervisory Board from 24 May 2019 to 15 February 2024 Chairman of the Audit Committee till 15 February 2024
Full professor, with the post-doctoral degree of Doctor of Science in Economics. Former long-term head of the Department of Banking, Finance and Accounting at the Faculty of Economics of the University of Warsaw. Founder and long-term editor-in-chief of the ournal E onomia. Ryne , gospodar a, społeczeństwo. [Economy. Market, Economic System, Society]. The concept author and head of numerous post-graduate studies, including “Strategic audit in public and private institutions”, “Economic efficiency of companies”. Chief Editor of the Journal “MAZOWSZE – Studia Regionalne” “MAZO IA – Regional Studies” , Member of the Editorial Board of the journal “Bezpieczny Ban ” “Safe Ban ” journal, a Member of the Academic Councils of the “Central European Economic journal” and “E-Finanse” “E-Finances” . A former member of the supervisory boards of Ban Handlowy S.A., A A Pols a S.A. and Centrum Giełdowe S.A. In 2009–2010 he managed the team of strategic advisors to the President of the National Bank of Poland. Chairman of the Business Award Jury of the President of the Republic of Poland, Deputy Chairman of the Polish Economic Exhibition ury and a Member of the “Teraz Pols a” Contest jury. He is a published author of numerous books and academic articles on finance and management.
On the Supervisory Board from 12 October 2021 to 15 February 2024
President of the Medical Research Agency. Prime Minister’s Plenipotentiary for the Development of the Biotechnology Sector and Poland’s Independence in Blood Derivative Products. Physician and manager, specializing in medical management, clinical research, HTA and science management. Graduate of the Oxford Executive Leadership Programme organized by Saïd Business School and Oxford University and the Risk and Crisis Management course under the auspices of the London School of Economics. He has extensive research and development experience in biotechnology and has extensive contacts with international scientific and health management institutions.
On the Supervisory Board from 26 May 2020 to 15 February 2024
Graduate of the Maria Grzegorzewska Academy of Special Education. He completed an EMBA at the Apsley Business School of London and Warsaw Management University and management at the Koźmińs i University. He has 30 years of experience in managerial positions in national and local government administration and in companies in which the State Treasury is a shareholder. He served as an advisor to the Management Board and as Deputy Director of the Audit Department in PZU SA in 2007 and 2008. He has many years of experience in supervisory boards. He sat on the Supervisory Board of GPW BondSpot S.A. in 2016–2017 and of GPW Benchmar S.A. and System Gazociągów Tranzytowych “Europol Gaz” S.A in 2018–2022. Currently, he serves as the Supervisory Board Member of PGNIG Supply & Trading S.A. In PGNiG Termika S.A. Orlen Group, he holds the position of Director of the Company Management Division and is a Proxy.
On the Supervisory Board from 7 January 2016 to 15 February 2024
Graduated from the Faculty of Law and Administration at the University of Warsaw. Completed post-graduate studies in intellectual property law and postgraduate studies in evidentiary law. He also graduated from the Harvard Law School (ALP), Center for American Law Studies and the Leadership Academy for Poland. Advocate, Ministry of Justice expert and standing mediator at the Court of Arbitration in the General Counsel to the Republic of Poland. Lecturer in the Warsaw Bar Association. He runs his own legal practice and is the Managing Partner in the law firm Kopeć Zaborowski Adwokaci i Radcowie Prawni sp.p. Member of the State Tribunal since February 2018. He has acquired experience in corporate governance as a member of supervisory boards in various companies.
Powers
The powers of the Supervisory Board include continuous supervision over the ongoing operations and development of PZU in all areas of its business, also in terms of identification and management of the impact that the organization has on the economy, environment and people.
The Supervisory Board’s powers include in particular:
- evaluating the Management Board’s report on the activity and the PZU Management Board’s report on the activity of the PZU Group and the PZU’s financial statements and consolidated financial statements of the PZU Group for the previous financial year for compliance with the accounting ledgers and documents as well as the facts;
- evaluating the Management Board’s motions to distribute the profit;
- submitting to the Shareholder Meeting an annual written report of the Supervisory Board for the past financial year, taking into account in particular the results of the assessment referred to in the points above;
- approving the solvency and financial condition report of PZU and the solvency and financial condition report of the PZU group;
- selection of an audit firm to conduct mandatory audits of financial statements and the solvency and condition report, in addition, review of financial statements in line with obligations under applicable laws;
- approving the PZU’s long-term development plans (strategies) and annual financial plans prepared by the Management Board;
- examining and consulting matters submitted by the Management Board for deliberation at the Shareholder Meeting;
- preparing reports on compensation for Management Board and Supervisory Board Members on an annual basis;
- concluding, terminating and amending agreements with Management Board Members and setting the rules for their compensation;
- appointing, suspending and dismissing the President of the Management Board, Management Board Members or the entire Management Board and making decisions to discontinue such a suspension;
- approving the Rules and Regulations of the Management Board;
- granting permission for PZU to enter into a material transaction with an affiliated entity.
Mode of operation
The Supervisory Board adopts the organizational rules and regulations of the Supervisory Board which define its organization and manner of acting. The Supervisory Board is required to meet as necessary, at least once every quarter. The chairman of the Supervisory Board directs the work of the Supervisory Board. Supervisory Board Members may participate in the Supervisory Board meeting using means of direct remote communication. The Supervisory Board may delegate its Members to fulfill specific supervising activities on their own and to this effect appoint temporary committees. The scope of responsibility of a delegated Supervisory Board Member and the committee is specified in a resolution of the Supervisory Board.
The Supervisory Board adopts its resolutions by an absolute majority of votes. In the event of a voting tie, the Chairman of the Supervisory Board has the casting vote. Resolutions of the Supervisory Board may be adopted using means of direct remote communication and circular vote. Additionally, the Articles of Association stipulate that a vote may be cast in writing through another Supervisory Board Member.
Members of the Management Board, PZU’s employees relevant to the issue under consideration selected by the Management Board and other invited persons may take part in the meetings of the Supervisory Board without the right to vote. In specific cases, the Supervisory Board may also invite Members of management boards or supervisory boards of other PZU Group Member companies. Moreover, Supervisory Board Members, with the consent of the Supervisory Board, may select no more than one advisor authorized to take part in the meetings of the Supervisory Board devoted to reports and financial statements and give their advice, provided that such a person adheres to the rules of confidentiality and signs a confidentiality undertaking.
To properly perform its supervisory function, the Supervisory Board may establish permanent and ad hoc committees whose competencies, composition and manner of operation will be laid down in the rules and regulations of the committee in question adopted by the Supervisory Board. The Supervisory Board and its committees may use the services of experts and consulting firms.
Currently, the following committees operate within the Supervisory Board:
- Audit Committee;
- Nomination and Compensation Committee,
- Strategy Committee
In order to perform its obligations, the Supervisory Board may inspect all Company documentation, revise the Company’s property and request that the Management Board, commercial proxy [prokurent] and persons hired by the Company under employment agreement or performing work for the Company on a regular basis under a specific-work agreement, service agreement or another, similar agreement, compile or provide any and all information, documents, statements or explanations regarding the Company, in particular its operations and property. Such request may also relate to information, statements or explanations regarding affiliates and subsidiaries that such a body or person is in possession of.
The Audit Committee was appointed by a Supervisory Board resolution of 3 June 2008.
The Audit Committee includes at least three members. At least one Member of the Audit Committee should be qualified in accounting or auditing. Furthermore, the majority of the Audit Committee Members, including the chairperson, should meet the independence criteria set forth in the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Supervision (independent Member) concerning, without limitation, professional or family ties, especially to managers or supervisors of PZU or PZU Group entities. The detailed tasks and terms and conditions of appointing Members of the Audit Committee and its operation are specified in a resolution of the Supervisory Board which takes into account the relevant competencies and experience of candidates for Members of the Committee.
The Audit Committee is appointed to improve the effectiveness of the Supervisory Board’s oversight activities in respect of the correctness of financial reporting, the effectiveness of internal control system, including internal audit, and the risk management system. In addition, the Audit Committee may request the Supervisory Board to request specific control activities in PZU, whereby the requested activities may be performed by an internal unit or external entity.
PZU takes into consideration the Best practices for public interest entities pertaining to the appointment, composition and operation of the audit committee as published by the Office of the Polish Financial Supervision Authority on 24 December 2019.
The scope of the Audit Committee’s activities comprises:
- monitoring the PZU’s financial reporting process,
- monitoring the effectiveness of internal control, internal audit and risk management systems, including as regards financial reporting;
- monitoring the performance of financial audit activities in PZU, in particular conducting the audit by the audit firm, taking into account the findings and conclusions of the Polish Audit Supervision Agency following from an inspection carried out in the audit firm;
- assessing the independence of the statutory auditor and the audit firm;
- providing advice and issuing opinions within the scope of the Supervisory Board’s powers relating to the activities specified in the four items above and to the extent permitted by the prevailing provisions of law and the PZU’s internal regulations;
- presenting a recommendation regarding the selection of an audit firm to perform the audit and review of the financial statements to the Supervisory Board;
- controlling and monitoring the independence of the statutory auditor and the audit firm, including giving consent to the audit firm conducting the audit, its related entities and by a Member of the audit firm’s network to provide permitted services in PZU or entities from the PZU Group, upon assessing the threats and safeguards of the independence of the statutory auditor and the audit firm and verification of the compensation limit for the provided services;
- informing the Supervisory Board of the results of the audit and review and explaining how the audit has contributed to reliability of the financial reporting in PZU and the PZU Group, and the role of the Committee in the audit process;
- developing a policy for the selection of an audit firm to perform the audit;
- developing a policy for provision of permitted services by the audit firm conducting the audit, its related entities and by a member of the audit firm’s network;
- defining a procedure for the selection of an audit firm;
- submitting recommendations aimed at ensuring the reliability of the financial reporting process in PZU;
- supervising the compliance function;
- monitoring the introduction of changes in PZU in connection with the recommendations issued by the key statutory auditor, the Internal Audit Department (with regard to the preparation of financial statements), the Supervisory Board or the Committee.
Composition and changes in the composition of the Audit Committee
| Composition of the Audit Committee | |||
| 01 January 2024 – 15 February 2024 | 23 February 2024*) – 31 December 2024 | 01 January 2025 till the date of publication of the report | |
| Position | |||
| Chairman | Krzysztof Opolski | Adam Uszpolewicz | Adam Uszpolewicz |
| Member | Marcin Chludziński | Filip Gorczyca | Filip Gorczyca |
| Member | Paweł Górecki (till 14 Feb. 2024) | Michał Jonczynski | Michał Jonczynski |
| Member | Marcin Kubicza (till 22 Feb. 2024) | Andrzej Kaleta | Andrzej Kaleta |
Knowledge, skills and experience of Audit Committee members including the way in which they were acquired
Knowledge, skills and experience, including the way in which they were acquired, are described in the biographical notes described on pages 210 to 214.
Independency
In the period from 1 January 2024 to 15 February 2024, all Members of the Audit Committee have made a declaration of independence within the meaning of Article 129(3) of the Act on Statutory Auditors, Audit Firms and Public Supervision, and of having knowledge and skills in the industry in which PZU operates.
Krzysztof Opolski and Marcin Chludziński were designated as members holding qualifications in accounting or auditing financial statements.
Krzysztof Opolski, Marcin Chludziński and Paweł Górecki were designated as members with knowledge and skills in the insurance industry, which stem from, among other things, their education, professional experience and positions held.
Members of the Audit Committee: Adam Uszpolewicz, Michał Jonczynski and Andrzej Kaleta, who served on the Committee in the period from 23 February 2024 to the date of publication of the report, made a declaration of independence within the meaning of Article 129(3) of the Act on Statutory Auditors, Audit Firms and Public Supervision. Filip Gorczyca submitted a declaration of independence within the meaning of the Law on Statutory Auditors current as of the date of publication of the report.
All Audit Committee Members submitted a statement on having knowledge in the industry in which PZU operates. In addition, Adam Uszpolewicz and Michał Jonczynski submitted a statement on having skills in the industry in which PZU operates.
Audit Committee Members Adam Uszpolewicz, Michał Jonczynski and Filip Gorczyca submitted a statement on having knowledge and skills in accounting and auditing financial statements.
The Nomination and Compensation Committee was appointed by a Supervisory Board resolution of 12 May 2010.
The Supervisory Board determines the number of Committee members and appoints them from among its own members. The Committee includes at least one independent member.
The Nomination and Compensation Committee is appointed to improve the effectiveness of the Supervisory Board’s supervision related to the development of the management structure, including organizational solutions, the remuneration principles and the selection of properly qualified staff.
The tasks of the Nomination and Compensation Committee include, in particular, issuing opinions and presenting recommendations to the Supervisory Board with regard to its decisions made with regard to:
- concluding, terminating and amending agreements with Management Board Members and setting the rules for their compensation;
- setting the level of compensation, bonuses and additional benefits for the Management Board;
- appointing, suspending and dismissing the President of the Management Board, Management Board Members or the entire Management Board and discontinuing suspension;
- seconding Supervisory Board Members to perform temporarily the functions of Management Board Members who have been dismissed, resigned or cannot perform their functions for other reasons.
- suitability assessment:
- individual suitability assessments of Management Board candidates, Management Board members, and collective Management Board assessments;
- individual suitability assessments of Supervisory Board’s Audit Committee candidates, Supervisory Board’s Audit Committee members, and collective Supervisory Board’s Audit Committee assessments;
- approving the proposal to assess the individual suitability of candidates for Supervisory Board members and the Supervisory Board members
Composition and changes in the composition of the Nomination and Compensation Committee
| Composition of the Nomination and Compensation Committee | |||||
| 01 January 2024 – 15 February 2024 | 23 February 2024 *) – 28 August 2024 | 29 August 2024 – 5 September 2024 | 6 September 2024 – 10 January2025 | 11 January 2025 till the date of publication of the report | |
| Position | |||||
| Chairman | Robert Jastrzębski | Małgorzata Kurzynoga | Małgorzata Kurzynoga | Małgorzata Kurzynoga | Małgorzata Kurzynoga |
| Member | Paweł Górecki | Michał Bernaczyk | Michał Bernaczyk | Michał Bernaczyk | Michał Bernaczyk |
| Member | Agata Górnicka | Wojciech Olejniczak | Wojciech Olejniczak | Wojciech Olejniczak | Michał Jonczynski |
| Member | Radosław Sierpiński | Adam Uszpolewicz | Michał Jonczynski | ||
On February 23, 2024, a meeting was held at which the Supervisory Board, in its new composition, determined the composition of committees and elected a Vice-C
The Strategy Committee was appointed by a Supervisory Board resolution of 29 July 2010.
The Supervisory Board determines the number of Committee members and appoints them from among its own members.
The Strategy Committee is appointed to increase the efficiency of the Supervisory Board’s supervisory activities as regards issuing opinions on strategic documents submitted by the Management Board (in particular development strategy). The Committee submits recommendations to the Supervisory Board on planned investments with a significant impact on PZU’s assets.
The tasks of the Strategy Committee include, in particular, issuing opinions and presenting recommendations to the Supervisory Board with regard to its decisions pertaining to:
- approving PZU’s long-term development plans prepared by the Management Board;
- planned investments in PZU and the PZU Group;
- consent for PZU to conclude an agreement with an underwriter referred to in Article 433 § 3 of the Commercial Company Code;
- rules for purchase, subscription or sale of ownership interests and shares in companies as well as PZU’s participation in other entities and accepting the Management Board’s motions on these matters;
- consent to transferring an insurance portfolio in its entirety or in part.
| Composition of the Strategy Committee | ||||
| 01 January 2024 – 15 February 2024 | 23 February 2024 *) – 26 January 2025 | 27 January 2025 – 2 March 2025 | 3 March 2025 till the date of publication of the report | |
| Position | ||||
| Chairman | Marcin Kubicza (till 22 February 2024) | Andrzej Kaleta | Andrzej Kaleta | Andrzej Kaleta |
| Member | Marcin Chludziński | Anita Elżanowska | Anita Elżanowska | Anita Elżanowska |
| Member | Agata Górnicka | Filip Gorczyca | Filip Gorczyca | Filip Gorczyca |
| Member | Józef Wierzbowski | Anna Machnikowska | Anna Machnikowska | Anna Machnikowska |
| Member | Maciej Zaborowski | Andrzej Klesyk | ||
On February 23, 2024, a meeting was held at which the Supervisory Board, in its new composition, determined the composition of committees and elected a Vice-Chairman
Activity of the Supervisory Board and Supervisory Board Committees in 2024
In 2024, Supervisory Board members devoted the time necessary to perform their duties. The Supervisory Board held 20 meetings, at which it adopted 167 resolutions.
It also adopted 36 resolutions between meetings by written procedure. These resolutions pertained to all the areas of the PZU’s business and were consistent with the scope of oversight functions defined by the requirements of the generally binding law, the Insurance and Reinsurance Activity Act of 11 Sep. 2015, KNF’s recommendations, corporate governance rules and the ones described in PZU’s Articles of Association and the Supervisory Board Rules and Regulations. The Supervisory Board meetings in 2024 were held in the hybrid form – some Supervisory Board Members participated in the meetings on site and some remotely.
Members of the Supervisory Board, in order to comprehensively supervise PZU’s activities, were in constant and direct contact with the Management Board. They monitored the company’s situation in the macroeconomic and regulatory environment. The Supervisory Board made requests the Management Board on an ongoing basis and received detailed materials on issues listed in the meeting’s agenda, as well as on all other matters relevant to the company’s operations.
The main areas of Supervisory Board’s activity in 2024
- The Supervisory Board monitored the implementation of the PZU Group Strategy for 2021– 2024, both the achievement of KPIs and progress in implementing strategic initiatives and projects;
- The Board approved the multi-year plan for the development and operation of the PZU Group and PZU SA Company contained in the document entitled “PZU Group Strategy 2025-2027”
- The Supervisory Board has been in contact with the auditor (KPMG Audit), discussing the results of the audit of the PZU Group’s annual consolidated financial statements for 2023 and the PZU Group’s annual individual financial statements for 2023, as well as the audit of the solvency and financial condition reports of PZU and the PZU Group for the year ended 31 December 2023.
- The Supervisory Board has been in contact with the auditor (PwC) discussing the results of the review of the condensed interim consolidated financial statements of the PZU Group for H1 2024 and the condensed interim individual financial statements of PZU for H1 2024.
- At its meetings, the Supervisory Board systematically discussed and evaluated the performance of the PZU Group and individual business divisions in relation to the PZU and PZU Group financial plan for 2024 approved in 2023. In January 2025, the Supervisory Board approved the 2025 financial plan.
- The Board conducted an ongoing assessment of financial security of the business and financial result of PZU and the PZU Group based on the information received, including in particular:
- quarterly, semi-annual and annual information on the financial results of PZU and the PZU Group,
- PZU market share,
- reinsurance program,
- capital adequacy for PZU and the PZU Group,
- reports on the use of concentration limits and thresholds in the PZU Financial Conglomerate.
- In addition, the Supervisory Board, executed the following activities (the list is not exhaustive):
- approved the PZU solvency and financial condition report for the year which ended on 31 December 2023 and the PZU Group solvency and financial condition report for the year which ended on 31 December 2023;
- issued a positive opinion on the PZU Management Board’s motion to the Shareholder Meeting to distribute PZU’s net profit for the year which ended on 31 December 2023.
In terms of supervision, the Supervisory Board was informed about the activities of the internal audit, compliance, risk management and internal control functions. Among other things, the Board received information on the results of conducted audits and external inspections, and the phase of implementation of post-audit recommendations. It also conducted reviews of major risk areas. In particular, the Board received information on the results of the following:
- its own risk and solvency assessment with a summary of the annual risk analysis process and identification of key risks (ORSA assessment);
- Examination and Supervisory Assessment of insurance and reinsurance companies carried out annually by the Polish Financial Supervision Authority (BION assessment);
as well as:
- quarterly risk reports, including information on compliance risk management at PZU and PZU Group companies;
- quarterly internal audit reports;
In addition, the Board approved:
- risk management strategy for the PZU Group.
The Supervisory Board in particular:
- established management goals for the Management Board members for 2024 and assessed the achievement of the Management Goals, conditioning the Manager’s ability to receive variable remuneration for 2023, and decided to pay Deferred Variable Remuneration for 2020-2022;
- the Supervisory Board monitored the costs of contracts for legal, marketing, public relations and management consulting services, and granted approvals for sponsorship agreements, advertising campaign agreements, social media communications and strategic consulting agreements;
- the Supervisory Board reviewed quarterly information from the IT area;
- the Supervisory Board Evaluated and approved the 2023 Interim Evaluation Report on transactions by PZU and PZU subsidiaries with related parties;
- the Supervisory Board made a secondary assessment of the individual suitability of Supervisory Board members and Audit Committee members, as well as a primary assessment of the individual suitability of candidates for Management Board members, Audit Committee members and the Supervisory Board, and a collective assessment of the suitability of the Management Board, Supervisory Board and Audit Committee. In addition, the Supervisory Board assessed the individual suitability of the Supervisory Board Member delegated to temporarily perform the activities of the President of the Management Board and the Supervisory Board Members delegated to temporarily perform the activities of the Management Board Members;
- The Supervisory Board initiated and conducted qualification proceedings for President and Board Members;
- the Supervisory Board adopted the Report on Remuneration of Members of the Management Board and Supervisory Board for 2023;
- the Supervisory Board monitored work related to the audit of selected areas of PZU’s operations;
- The Supervisory Board conducted a review of the operations of PZU Group companies, in particular:
- Ukrainian companies in the PZU Group in connection with the ongoing armed conflict in Ukraine,
- spółki Link4,
- PZU Zdrowie.
In addition, the Board agreed to:
- take up shares in the increased share capital of Link4.
At each meeting, the Supervisory Board also received information on the subject of resolutions adopted by the Management Board and significant events related to the company’s affairs, particularly in the areas of operations, investment and personnel, including with regard to subsidiaries.
The most important issues dealt with by the committees of the Supervisory Board
Audit Committee
- the risk report for Q4 2023 and for Q1–3 2024;
- the report on the use of the limit and concentration thresholds in the PZU financial conglomerate as at the end of 2023 and the first three quarters of 2024;
- PZU Group’s Corrective Action Plan indicators for Q4 2023 and Q1–3 2024;
- the results of PZU’s and PZU Group’s own risk and solvency assessment;
- implementation of the Risk Area Strategy for the years 2021–2024;
- Placement Strategy for 2024-2026;
- the annual report on the Internal Audit Department’s activity in 2024;
- the findings of external inspections conducted in PZU in 2023;
- the report on the Internal Audit Department’s activity in Q4 2023 and Q1–3 2024;
- the draft audit plan for 2024;
- review of the audit plan for 2024;
- the results of PZU and the PZU Group for 2023, the H1 2024 and Q1 and Q3 2024;
- the additional report for the Audit Committee;
- assessment of PZU’s financial statements and the PZU Group’s consolidated financial statements for the year ended 31 December 2023, and the Management Board report on the activity of the PZU Group and PZU in 2023, with the report on non-financial information;
- the Management Board’s motion to the Shareholder Meeting to distribute PZU’s net profit for the year which ended on 31 December 2023;
- approving the PZU Group’s risk management strategy;
- assessing the solvency and financial condition report of PZU for the year which ended on 31 December 2023;
- assessing the solvency and financial condition report of PZU Group for the year which ended on 31 December 2023;
- executing with PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k. “PwC”) an annex for the attestation of the PZU Group Sustainability Report for 2024 to the contract dated 15 December 2023 for the audit and review of financial statements and the audit of solvency and financial condition reports.
and accepted the Audit Committee’s report on its activity in 2023.
The Audit Committee passed resolutions on approval of permitted services provided by PZU, PwC., to PZU Group entities. Based on an analysis of representations submitted by representatives of the entity performing the audit – PwC, the Committee made a positive assessment of the independence of the statutory auditor and the audit firm and confirmed that the auditor and PZU comply with the regulatory requirements concerning the rotation of the key statutory auditor and the audit firm performing audits of the standalone and consolidated financial statements and standalone and consolidated solvency and financial condition reports of PZU and the PZU Group.
Nomination and Compensation Committee
Key issues addressed by the Nomination and Compensation Committee in 2024 involved:
- defining the Management Objectives for the Company’s Management Board Members for 2024;
- submitting a recommendation to the PZU Supervisory Board on giving consent to pay Members of the PZU Management Boards of deferred variable compensation under management services provision agreement for 2020, 2021 and 2022;
- assessing the achievement of Management Objectives for 2023 conditioning the Manager’s ability to receive variable remuneration for 2023;
- discussing the Supervisory Board Report on Compensation of PZU Management Board and Supervisory Board Members for 2023;
- discussing the PZU Management Board Report on the implementation of the Compensation Policy for the PZU Management Board and Supervisory Board Members for the period from 1 July 2023 to 30 June 2024;
- carrying out an assessment of suitability of Supervisory Board Members and Audit Committee Members (individual and collective reassessment);
- assessing the suitability of the PZU Supervisory Board’s candidates individual and collective assessment);
- assessment of suitability of the PZU Supervisory Board’s Audit Committee candidates individual and collective assessment);
- assessing the suitability of the PZU Management Board’s candidates individual assessment);
- reviewing the Diversity Policy for Members of PZU bodies.
Strategy Committee
Key issues addressed by the Strategy Committee in 2023 were as follows:
- discussing the half-year reports on the implementation of the PZU Group Strategy for 2021– 2024;
- issuing a recommendation to the Supervisory Board of PZU on the approval of the multi-year plan for the development and operation of the PZU Group and PZU SA Company contained in the document entitled “PZU Group Strategy 2025-2027”;
- issuing a recommendation to the Supervisory Board of PZU to approve the taking up of shares in the increased share capital of Link4.
| Frequency at meetings | |||||||||
| Period of service on the Supervisory Board | Supervisory Board | Audit Committee | Nomination and Compensation Committee | Strategy Committee | |||||
| Robert Jastrzębski | until 15 February 2024 | 2/2 | 100% | 100% | 100% | ||||
| Paweł Górecki | until 14 February 2024 | 1/1 | 100% | 1/1e) | 100% | 1/1h) | 100% | ||
| Agata Górnicka | until 15 February 2024 | 2/2 | 100% | 2/2i) | 100% | ||||
| Marcin Chludziński | until 15 February 2024 | 2/2 | 100% | 2/2f) | 100% | ||||
| Marcin Kubicza | 20/20 | 100% | 2/2g) | 100% | |||||
| Krzysztof Opolski | until 15 February 2024 | 2/2 | 100% | 2/2f) | 100% | ||||
| Radosław Sierpiński | until 15 February 2024 | 2/2 | 100% | 2/2i) | 100% | ||||
| Józef Wierzbowski | until 15 February 2024 | 2/2 | 100% | ||||||
| Maciej Zaborowski | until 15 February 2024 | 1/2 | 50% | ||||||
| Małgorzata Kurzynoga | since 15 February 2024 | 18/18 | 100% | 14/14 | 100% | ||||
| Anna Machnikowska | since 15 February 2024 | 18/18 | 100% | 6/6 | 100% | ||||
| Michał Bernaczyk | since 15 February 2024 (from 23 February to 15 May 2024 delegated to temporarily perform the duties of a Management Board Member) | 12/13c) | 92% | 9/9c) | 100% | ||||
| Anita Elżanowska | since 15 February 2024 (from 23 February to 15 May 2024 delegated to temporarily perform the duties of a Management Board Member) | 14/14a) | 100% | 6/6 | 100% | ||||
| Filip Gorczyca | since 15 February 2024 | 18/18 | 100% | 15/15 | 100% | 6/6/ | 100% | ||
| Michał Jonczynski | since 15 February 2024 | 18/18 | 100% | 15/15 | 100% | 2/2k) | 100% | ||
| Andrzej Kaleta | since 15 February 2024 | 18/18 | 100% | 14/15 | 93% | 6/6 | 100% | ||
| Wojciech Olejniczak | since 15 February 2024 (from 2 September to 28 November 2024 delegated to temporarily perform the duties of a Management Board Member) | 10/13b) oraz d) | 77% | 9/9b) oraz d) | 100% | ||||
| Adam Uszpolewicz | since 15 February 2024 | 18/18 | 100% | 15/15 | 100% | 11/12j) | 92% | ||
a) in connection with the delegation of a Supervisory Board Member to temporarily perform the activities of the President of the Management Board, she did not participate in meetings of the Supervisory Board as a Member of the aforementioned body during the period from 24 February 2024 to 11 April 2024
b) in connection with the application submitted in the qualification procedure for Member of the Management Board of PZU SA, did not participate in the meetings of the Supervisory Board and the Nomination and Compensation Committee of the Supervisory Board during the period from 30 July 2024 to 28 August 2024
c) in connection with the delegation of a Supervisory Board Member to temporarily perform the activities of the Member of the Management Board, he did not participate in meetings of the Supervisory Board and the Nomination and Compensation Committee of the Supervisory Board as a Member of the aforementioned body during the period from 24 February 2024 to 11 April 2024
c) in connection with the delegation of a Supervisory Board Member to temporarily perform the activities of the Member of the Management Board, he did not participate in meetings of the Supervisory Board and the Nomination and Compensation Committee of the Supervisory Board as a Member of the aforementioned body during the period from 2 September 2024 to 28 November 2024
g) on the Audit Committee until 14 February 2024
f) on the Audit Committee until 15 February 2024
g) on the Audit Committee until 23 February 2024
h) on the Nomination and Compensation Committee until 14 February 2024
i) on the Nomination and Compensation Committee until 14 February 2024
j) on the Nomination and Compensation Committee from 23 February 2024 to 28 August 2024
Diversity policy
Diversity policy for supervisory, management and administrative bodies
Since June 2022 PZU has had in place a Diversity Policy for members of PZU’s bodies, adopted by the Supervisory Board and the Shareholder Meeting, respectively.
The purpose of the diversity policy is to strive to ensure high-quality implementation of the tasks by PZU by appointing competent members to the company’s bodies, taking into account diversity of the compositions of its corporate bodies in terms of sex, age, profile of education, specialist knowledge and professional experience. By implementing the diversity strategy, PZU is widening its scope to conducting its operations, both in organizational and business terms, creating innovative, varied, integration and fair working environment. In shaping the membership of its corporate bodies, PZU applies the diversity policy while also maintaining an objective approach and being guided by substantive criteria. The adopted policy on criteria for selection of members of the bodies does not address in its provisions the issue of disability, as mentioned in the draft Regulation on Current and Periodic Information.
The competent bodies, in selecting the composition of the members of the Management Board or the Supervisory Board, shall ensure the selection of persons having diverse knowledge, experience, skills and other qualifications and qualities required of the members of these bodies by universally and internally applicable laws, in particular the Suitability Assessment Rules of the Supervisory Board and the Audit Committee and the Management Board, adopted by resolutions of the Shareholder Meeting and the Supervisory Board, respectively.
Management Board and Supervisory Board Members are selected for the new term of office in compliance with the principles of equal access of men and women to positions in the company’s statutory bodies. The Shareholder Meeting and Supervisory Board, in selecting the members of the Supervisory Board and the Management Board, respectively, strive for gender parity in the company’s governing bodies, with the minimum gender minority participation at 30%.
As regards qualifications and requirements for those occupying positions in management and supervisory bodies, PZU takes into account also the statutory criteria for education and professional experience adequate to the functions discharged on such positions in the entity conducting insurance activity. They are defined in the provisions of the Commercial Company Code of 15 September 2000, the Insurance and Reinsurance Activity Act of 11 September 2015 and the State Property Management Act of 16 December 2016.
In 2024, the composition of the bodies of the Supervisory Board and the Management Board provided access to a wide range of competencies, different points of view, knowledge and skills appropriate to their positions, ensuring that the members of the Supervisory Board and the Management Board – individually and as a body – give independent opinions and decisions on the entire range of PZU’s activities. The Supervisory Board and the Management Board were composed of people of different ages and sexes, with various educational profiles and experience.
The criterion for gender diversity at a minority participation level of no less than 30% was met in 2024 for the Supervisory Board; it was not met for the Management Board.
In 2024 the Supervisory Board of PZU was dominated by people with legal expertise, including representatives from academia and business. Management Board members had backgrounds in insurance, banking and finance, as well as legal experience. PZU managers have graduated from various universities in Poland and abroad, and hold various certificates as well as titles and degrees.
The composition of the PZU Management Board and Supervisory Board also addressed the need of age diversification among their members. At the end of 2024, the average age of the members of the Management Board was 50, while that of the Supervisory Board was 52. The youngest member of the Supervisory Board was 46 years old and the oldest 57 years old. The age difference between the youngest (42) and oldest (68) Supervisory Board members was 26 years.
In Q2 2024, the Nomination and Compensation Committee conducted the annual policy review. Its results, consulted with the Management Board and the Supervisory Board, were presented to the Shareholders’ Meeting that took place on 18 June and 18 July 2024.
PZU monitors the changing regulatory environment on an ongoing basis and takes the necessary measures to ensure compliance with applicable laws, including the suitability of the composition of statutory bodies. Upon completion of the legislative process transposing into Polish law Directive (EU) 2022/2381 of the European Parliament and of the Council of November 23, 2022 on improving gender balance among directors of listed companies and related measures, PZU will take appropriate adjustment measures to increase the proportion of the underrepresented gender (women) on the Management Board and Supervisory Board to the required level.
The degree of diversity with respect to supervisory, management and administrative bodies as of 31 December 2024 is presented in the tables below.
| PZU Supervisory Board | ||||||||
| 31 December 2023 | 31 December 2024 | |||||||
| number of people | % | number of people | % | |||||
| women | men | women | men | women | men | women | men | |
| < 30 years of age | 0 | 0 | 0% | 0% | 0 | 0 | 0% | 0% |
| 30-40 years | 1 | 2 | 11% | 22% | 0 | 0 | 0% | 0% |
| 41-50 years | 0 | 2 | 0% | 22% | 2 | 4 | 20% | 40% |
| > 50 years of age | 0 | 4 | 0% | 45% | 1 | 3 | 10% | 30% |
| Total number per sex | 1 | 8 | 11% | 89% | 3 | 7 | 30% | 70% |
| Management Board | ||||||||
| 31 December 2023 | 31 December 2024 | |||||||
| number of people | % | number of people | % | |||||
| women | men | women | men | women | men | women | men | |
| < 30 years of age | 0 | 0 | 0% | 0% | 0 | 0 | 0% | 0% |
| 30-40 years | 0 | 1 | 0% | 12.5% | 0 | 0 | 0% | 0% |
| 41-50 years | 2 | 3 | 25% | 37.5% | 0 | 4 | 0% | 57% |
| > 50 years of age | 1 | 1 | 12.5% | 12.5% | 1 | 2 | 14% | 29% |
| Total number per sex | 3 | 5 | 37.5% | 62.5% | 1 | 6 | 14% | 86% |
| Education | Insurance, banking, finance | Management and marketing | Law | Economics | Other |
|
Supervisory Board [number of people] |
1 | 0 | 5 | 4 | 0 |
|
Management Board [number of people] |
3 | 0 | 1 | 2 | 2 |
| Certificates / scientific titles and degrees* | MBA | EMBA | ACCA | CQF | prof. | dr hab. | dr | DBA |
|
Supervisory Board [number of people] |
1 | 0 | 2 | 0 | 0 | 3 | 6 | 1 |
|
Management Board [number of people] |
2 | 1 | 1 | 0 | 0 | 0 | 0 | 0 |
| Experience of PZU Supervisory Board members in Supervisory Boards in companies from the financial sector (excluding the PZU Supervisory Board) | |||
| < 3 years | 3-6 years | > 6 years | |
| Number of people | 0 | 2 | 2 |
| Years in service at PZU bodies | |||
| < 3 years | 3-6 years | > 6 years | |
|
Supervisory Board [number of people] |
10 | 0 | 0 |
|
Management Board [number of people] |
5 | 1 | 1 |
| Professional of PZU Management Board members in the financial sector before being appointed to the PZU MB | ||||
| < 7 years | 7-15 years | 15-22 years | > 22 years | |
| Number of people | 0 | 2 | 3 | 2 |
The degree of diversity with respect to supervisory, management and administrative bodies is presented in the tables below.
| PZU Supervisory Board | ||||||||
| 1 January 2025 | 03/26/2025 | |||||||
| number of people | % | number of people | % | |||||
| women | men | women | men | women | men | women | men | |
| < 30 years of age | 0 | 0 | 0% | 0% | 0 | 0 | 0% | 0% |
| 30-40 years | 0 | 0 | 0% | 0% | 0 | 0 | 0% | 0% |
| 41-50 years | 2 | 3 | 20% | 30% | 2 | 3 | 20% | 30% |
| > 50 years of age | 1 | 4 | 10% | 40% | 1 | 4 | 10% | 40% |
| Total number per sex | 3 | 7 | 30% | 70% | 3 | 7 | 30% | 70% |
| Management Board | ||||||||
| 1.01.2025 | 26.03.2025 | |||||||
| number of people | % | number of people | % | |||||
| women | men | women | men | women | men | women | men | |
| < 30 years of age | 0 | 0 | 0.0% | 0.0% | 0 | 0 | 0.0% | 0.0% |
| 30-40 years | 0 | 0 | 0.0% | 0.0% | 0 | 0 | 0.0% | 0.0% |
| 41-50 years | 0 | 3 | 0.0% | 43.0% | 0 | 3 | 0.0% | 43.0% |
| > 50 years of age | 1 | 3 | 14.0% | 43.0% | 1 | 3 | 14.0% | 43.0% |
| Total number per sex | 1 | 6 | 14.0% | 86.0% | 1 | 6 | 14.0% | 86.0% |
| Education | Insurance, banking, finance | Management and marketing | Law | Economics | Other |
|
Supervisory Board [number of people] |
1 | 0 | 5 | 4 | 2 |
|
Management Board [number of people] |
1 | 0 | 3 | 0 | 0 |
| Certificates / scientific titles and degrees* | MBA | EMBA | ACCA | CQF | prof. | dr hab. | dr | DBA |
|
Supervisory Board [number of people] |
1 | 0 | 2 | 0 | 0 | 3 | 2 | 0 |
|
Management Board [number of people] |
2 | 1 | 1 | 0 | 0 | 1 | 0 | 0 |
| Experience of PZU Supervisory Board members in Supervisory Boards in companies from the financial sector (excluding the PZU Supervisory Board) | |||
| < 3 years | 3-6 years | > 6 years | |
| Number of people | 1 | 0 | 0 |
| Years in service at PZU bodies | |||
| < 3 years | 3-6 years | > 6 years | |
|
Supervisory Board [number of people] |
9 | 0 | 0 |
|
Management Board [number of people] |
4 | 1 | 2 |
| Professional of PZU Management Board members in the financial sector before being appointed to the PZU MB | ||||
| < 7 years | 7-15 years | 15-22 years | > 22 years | |
| Number of people | 0 | 2 | 4 | 1 |