The compensation policy implemented by PZU supports attainment of short-term and long-term goals specified in the PZU Group strategy both in term of achieving financial objectives and the Company’s contribution to sustainable development. PZU practices applied to compensation help recruit, motivate and retain Management Board and Supervisory Board Members and key managers, including PZU Group Directors.
Policy of compensation of supervisory and management bodies
Regulations on the compensation policy for members of the Supervisory Board and the Management Board are contained in:
- Policy for Compensating PZU Management Board and Supervisory Board Members adopted on 26 May 2020 under a resolution of the Shareholder Meeting. On 7 June 2023, the Ordinary Shareholder Meeting of PZU amended the Compensation Policy for Members of the PZU Management Board and Supervisory Board by introducing a provision stating that the policy also aims to ensure that the requirements of sustainable development are properly taken into account in the risk management process at the PZU Group level, in particular on the basis of the principles set forth in the company’s relevant internal regulations;
- Resolutions of the PZU Extraordinary General Meeting of 8 February 2017 on the rules for setting the compensation of the Supervisory Board and Management Board Members.
The Shareholder Meeting of PZU decides by way of resolutions on the policy of compensating PZU Supervisory Board and PZU Management Board members.
The PZU Supervisory Board takes into account recommendations of the Nomination and Compensation Committee to determine the compensation rules, and compensations of the PZU Management Board members, including its President. The compensation is related to the implementation of objectives determined under the PZU Group strategy, thereby it contributes to the attainment of the Company’s long-term goals.
The PZU Management Board establishes the compensation rules for PZU Group Directors who simultaneously serve as the Management Board Members in PZU Życie, as well as the compensation policy for senior management and other employees. The compensation policy comprises, in particular:
- rules of determining and awarding compensation components for various employee groups;
- special solutions pertaining to compensating employees whose work materially impacts the Company’s ris profile “Authorized Persons”), in line with the requirements of the delegated regulation “Solvency II”.
Compensation of Supervisory Board Members
Compensation rules
The monthly compensation of Supervisory Board members is fixed and determined as the product of the base amount referred to in Article 1(3)(11) of the Act of 9 June 2016 on the Rules for Setting the Compensation of Persons Managing Some Companies (i.e. average monthly compensation in the corporate sector without distributions of bonuses from profit in Q4 of the previous year, announced by the President of Statistics Poland (GUS)), and the following multiplier of 2.75.
The monthly compensation set this way is increased for:
- the Supervisory Board President – by 10%;
- the Supervisory Board Deputy President – by 9%;
- the Supervisory Board Secretary – by 8%;
- the chairs of committees at the Supervisory Board – by 9%;
| Compensation and other short-term employee benefits paid to the Supervisory Board by PZU and PZU subsidiaries | 1 January – 31 December 2023 (PLN 000s) |
1 January – 31 December 2024 (PLN 000s) |
| Marcin Kubicza | 142 | 282 |
| Małgorzata Kurzynoga | n/a | 244 |
| Anna Machnikowska | n/a | 242 |
| Michał Bernaczyk | n/a | 167 |
| Anita Elżanowska | n/a | 190 |
| Filip Gorczyca | n/a | 225 |
| Michał Jonczynski | n/a | 225 |
| Andrzej Kaleta | n/a | 244 |
| Adam Uszpolewicz | n/a | 244 |
| Wojciech Olejniczak | n/a | 162 |
| Robert Jastrzębski | 252 | 36 |
| Paweł Górecki | 250 | 34 |
| Agata Górnicka | 236 | 35 |
| Marcin Chludziński | 230 | 33 |
| Krzysztof Opolski | 250 | 35 |
| Radosław Sierpiński | 2451 | 33 |
| Józef Wierzbowski | 230 | 33 |
| Maciej Zaborowski | 230 | 33 |
| Elżbieta Mączyńska-Ziemacka | 161 | n/a |
| Robert Śnitko | 109 | n/a |
| Piotr Wachowiak | 100 | n/a |
| Total | 2,435 | 2,497 |
Compensation of key management personnel
The PZU Management Board Members and PZU Group Directors are assumed to be the key management of the PZU Group.
The compensation of Management Board Members is composed of a fixed part, i.e. monthly base compensation, and a variable part:
- fixed compensation is within the range of seven times to fifteen times the basis of assessment (i.e. average monthly compensation in the corporate sector without distributions of bonuses from profit in Q4 of the previous year, announced by the President of Statistics Poland (GUS)), referred to in Article 1(3)(11) of the Act of 9 June 2016 on the Rules for Setting the Compensation of Persons Managing Certain Companies. The amount of fixed compensation is set by the Supervisory Board;
- the variable part of compensation depends on the attainment of management objectives, determined every year by the Supervisory Board, and may not exceed 100% of the annual fixed compensation from the previous year for the calculations of the due variable compensation are made. The amount of 40% of variable compensation is granted as deferred variable compensation. Deferred variable compensation is paid for the period of three consecutive years. With expiration of 12, 24 and 36 months from the date it was granted, a Management Board member may acquire the right to 1/3 of the portion of deferred variable compensation for a given financial year, provided that during this period no circumstances arise that prove that the conditions for payment of a given portion of variable compensation have not been satisfied.
In 2024, the management objectives on the achievement of which a portion of the variable compensation depended included, i.a.:
- improvement of economic and financial indicators: gross insurance revenues and the PZU Group financial result attributable to the parent company;
- preparation of PZU Group strategy;
- ESG goals in terms of CSRD.
The variable compensation is due when:
- the Supervisory Board determines that all conditions for granting the variable compensation have been satisfied;
- the Shareholder Meeting approves the PZU Activity Report and the financial statements for the previous financial year;
- the Shareholder Meeting grants discharge for the completion of obligations.
The Company has the right to a claim for reimbursement (either in full or in the relevant part) of the variable compensation paid if, after its payment, it is shown that (either in full or in the relevant part, respectively) it was granted to a Management Board member on the basis of data that proved untrue.
In the event that an agreement with a Management Board member is dissolved or terminated for reasons other than violation of the basic obligations, the Management Board member may also be awarded severance pay of not more than three times the fixed compensation, provided that the member held their function for at least 12 months prior to agreement termination. The severance pay is not due to a Management Board member in the event that after agreement termination that person continues to perform or assumes the function of Management Board member of a company within the PZU Group.
The Supervisory Board may also award by way of agreement with a Management Board member the right to the same benefits as those due to employees, in particular, supplementary retirement and disability or early retirement plans.
The compensation of PZU Group Directors is set by the Management Boards. The compensation rules are regulated by the Management Services Provision Agreements and the resolutions of the Management Board taking into account the provisions of the Act of 9 June 2016 on the Rules for Shaping the Compensation of Persons Managing Some Companies. The total compensation due to PZU Group Directors is composed of the fixed compensation and variable compensation, in accordance with the same rules as those for PZU Management Board members.
The Management Services Provision Agreements entered into with the Management Board Members and PZU Group Directors regulate their term of notice and issues related to refraining from engaging in competitive activity to the PZU’s during their term of validity and after their termination in consideration for damages. There is no provision for compensation in the event of resignation or dismissal of PZU Group Directors from their position without good cause.
The table alongside shows compensation of PZU Supervisory Board Members and PZU Group Directors in PZU.
Both in 2024 and in 2023, the PZU Group companies did not grant any loans or similar benefits to members of their key management.
| 1 January – 31 December 2023 (PLN 000s) |
1 January – 31 December 2024 (PLN 000s) |
|||||||
| Compensation and other short-term employee benefits paid by PZU | including part of variable compensation for 2019-2022 | including a noncompetition fee | including a severance pay | including part of variable compensation for 2020-2022 | including a noncompetition fee | including a severance pay | ||
| Management Board | 17,413 | 7,761 | – | – | 18,306 | 3,118 | 4,428 | 2,378 |
| Artur Olech | n/a | n/a | n/a | n/a | 1,006 | – | – | – |
| Maciej Fedyna | n/a | n/a | n/a | n/a | 972 | – | – | – |
| Elżbieta Häuser – Schöneich | 154 | 154 | – | – | 1,058 | 86 | – | – |
| Tomasz Kulik | 2,211 | 1,010 | – | – | 1,738 | 398 | – | – |
| Tomasz Tarkowski | n/a | n/a | n/a | n/a | 214 | – | – | – |
| Jan Zimowicz | n/a | n/a | n/a | n/a | 972 | – | – | – |
| Michał Bernaczyk | n/a | n/a | n/a | n/a | 303 | – | – | – |
| Anita Elżanowska | n/a | n/a | n/a | n/a | 189 | – | – | – |
| Wojciech Olejniczak | n/a | n/a | n/a | n/a | 332 | – | – | – |
| Beata Kozłowska-Chyła | 2,148 | 905 | – | – | 1,632 | 387 | 699 | 350 |
| Ernest Bejda | 2,059 | 858 | – | – | 1,560 | 356 | 676 | 338 |
| Małgorzata Kot | 2,015 | 814 | – | – | 1,516 | 312 | 676 | 338 |
| Krzysztof Kozłowski | 1,900 | 698 | – | – | 1,401 | 197 | 676 | 338 |
| Piotr Nowak | 1,640 | 438 | – | – | 1,301 | 97 | 676 | 338 |
| Maciej Rapkiewicz | 2,211 | 1,010 | – | – | 1,963 | 398 | 349 | 338 |
| Małgorzata Sadurska | 2,211 | 1,010 | – | – | 1,602 | 398 | 676 | 338 |
| Aleksandra Agatowska | 38 | 38 | – | – | 16 | 16 | – | – |
| Adam Brzozowski | 154 | 154 | – | – | 86 | 86 | – | – |
| Marcin Eckert | 268 | 268 | – | – | 181 | 181 | – | – |
| Roger Hodgkiss | 40 | 40 | – | – | n/a | n/a | – | – |
| Paweł Surówka | 140 | 140 | – | – | 25 | 25 | – | – |
| Krzysztof Szypuła | 224 | 224 | – | – | 181 | 181 | – | – |
| High-level managers (PZU Group Directors) | 5,654 | 1,716 | 216 | 108 | 6,188 | – | 1,195 | 680 |
| Sławomir Bilik | n/a | n/a | n/a | n/a | 354 | – | – | – |
| Jarosław Mastalerz | n/a | n/a | n/a | n/a | 387 | – | – | – |
| Małgorzata Skibińska | 4952 | – | – | – | 6761 | – | – | – |
| Paweł Wajda | n/a | n/a | n/a | n/a | 354 | – | – | – |
| Iwona Wróbel | n/a | n/a | n/a | n/a | 5083 | – | – | – |
| Paweł Wróbel | nd. | n/a | n/a | n/a | 2334 | – | – | – |
| Aleksandra Agatowska | 896 | 399 | – | – | 648 | – | 194 | 140 |
| Andrzej Jaworski | 665 | 185 | – | – | 626 | – | 189 | 135 |
| Bartłomiej Litwińczuk | 884 | 404 | – | – | 626 | – | 180 | 135 |
| Dorota Macieja | 884 | 404 | – | – | 626 | – | 180 | 135 |
| Sylwia Matusiak | 7505 | – | – | – | 5246 | – | 270 | – |
| Małgorzata Kot | 20 | 20 | – | – | – | – | – | – |
| Krzysztof Szypuła | 559 | 235 | 216 | 108 | – | – | – | – |
| Roman Pałac | 56 | 56 | – | – | – | – | – | – |
| Tomasz Karusewicz | 13 | 13 | – | – | n/a | n/a | – | – |
2. Including fixed compensation and annual bonus for the position of Managing Director for Product Development and Maintenance held until 31 January 2023.
3. Including fixed compensation, sick pay, awards, bonuses and compensation for holiday leave for the position of Strategic Project Director held until 21 April 2024.
4. Including compensation for the position of Managing Director for Marketing, Communications and Social Commitment held from 18 April to 14 May 2024.
5. Including annual bonus, compensation for holiday leave and special award for the position of Managing Director for Marketing, Sponsorship and Prevention held in 2022.
6. Including annual bonus for the position of Director of the Office of Medical Services held until 6 June 2023
7. Including fixed compensation, annual bonus and compensation for holiday leave for the position of Director of the Office of Medical Services held until 6 June 2023
In 2024, PZU Management Board Members were paid part of the benefits for 2020-2022 under the variable compensation system.
The payout of the remaining part of the bonus for 2020-2024 may be made in subsequent periods. For these benefits, the PZU Group has a liability with the total amount of PLN 32,784 thousand as at 31 December 2024 including the employer’s burdens, as at 31 December 2023: PLN 23, 71 thousand).
| 1 January – 31 December 2023 (PLN 000s) | 1 January – 31 December 2024 (PLN 000s) | ||||||
| Compensation and other short-term employee benefits paid by other PZU Group entities | including part of variable compensation for 2019-2022 | including a noncompetition fee | including a severance pay | including a noncompetition fee | including a severance pay | ||
| Management Board | 27 | 27 | – | – | – | – | – |
| Małgorzata Kot | 27 | 27 | – | – | – | – | – |
| High-level managers (PZU Group Directors), including: | 7 927 | 2,523 | 325 | 162 | 7,986 | 2,444 | 1,022 |
| Sławomir Bilik | n/a | n/a | n/a | n/a | 530 | – | – |
| Jarosław Mastalerz | n/a | n/a | n/a | n/a | 580 | – | – |
| Małgorzata Skibińska | 4952 | – | – | – | 4671 | – | – |
| Paweł Wajda | n/a | n/a | n/a | n/a | 530 | – | – |
| Iwona Wróbel | n/a | n/a | n/a | n/a | 6843 | – | – |
| Paweł Wróbel | n/a | n/a | n/a | n/a | 2284 | – | – |
| Aleksandra Agatowska | 1,338 | 593 | – | – | 881 | 419 | 210 |
| Andrzej Jaworski | 998 | 277 | – | – | 851 | 405 | 203 |
| Bartłomiej Litwińczuk | 1,320 | 599 | – | – | 851 | 405 | 203 |
| Dorota Macieja | 1,320 | 599 | – | – | 851 | 405 | 203 |
| Sylwia Matusiak | 8415 | – | – | – | 851 | 405 | 203 |
| Dominik Witek | 6737 | – | – | – | 6826 | 405 | – |
| Krzysztof Szypuła | 839 | 352 | 325 | 162 | – | – | – |
| Roman Pałac | 83 | 83 | – | – | – | – | – |
| Tomasz Karusewicz | 20 | 20 | – | – | n/a | n/a | n/a |
2. Including fixed compensation and annual bonus for the position of Managing Director for Product Development and Maintenance held until 31 January 2023.
3. Including fixed compensation, sick pay, awards, bonuses and compensation for holiday leave for the position of Strategic Project Director held until 21 April 2024.
4. Including compensation for the position of Managing Director for Marketing, Communications and Social Commitment held from 18 April to 14 May 2024.
5. Including annual bonus, compensation for holiday leave for the position of Managing Director for Marketing, Sponsorship and Prevention held in 2022.
6. Including annual bonus for the position of Director of the Office of Medical Services held until 6 June 2023.
7. Including fixed compensation, annual bonus and compensation for holiday leave for the position of Director of the Office of Medical Services held until 6 June 2023.
| 1 January – 31 December 2023 (PLN 000s) | 1 January – 31 December 2024 (PLN 000s) | |
| Total estimated value of non-cash benefits granted by PZU and PZU’s subsidiaries | ||
| Management Board | 2,043 | 1,383 |
| Artur Olech | n/a | 89 |
| Maciej Fedyna | n/a | – |
| Bartosz Grześkowiak | n/a | 86 |
| Elżbieta Häuser – Schöneich | n/a | 95 |
| Tomasz Kulik | 238 | 173 |
| Tomasz Tarkowski | n/a | 10 |
| Jan Zimowicz | n/a | 86 |
| Michał Bernaczyk | n/a | 13 |
| Anita Elżanowska | n/a | – |
| Wojciech Olejniczak | n/a | – |
| Beata Kozłowska-Chyła | 276 | 135 |
| Ernest Bejda | 233 | 44 |
| Małgorzata Kot | 270 | 37 |
| Krzysztof Kozłowski | 233 | 47 |
| Piotr Nowak | 231 | 403 |
| Maciej Rapkiewicz | 243 | 125 |
| Małgorzata Sadurska | 319 | 40 |
| High-level managers (PZU Group Directors) | 1,549 | 1,120 |
| Sławomir Bilik | n/a | 79 |
| Jarosław Mastalerz | n/a | 85 |
| Małgorzata Skibińska | 105 | 121 |
| Paweł Wajda | n/a | 77 |
| Iwona Wróbel | n/a | 100 |
| Paweł Wróbel | n/a | 50 |
| Aleksandra Agatowska | 322 | 151 |
| Andrzej Jaworski | 233 | 124 |
| Bartłomiej Litwińczuk | 281 | 70 |
| Dorota Macieja | 219 | 65 |
| Sylwia Matusiak | 195 | 78 |
| Dominik Witek | 135 | 120 |
| Krzysztof Szypuła | 591 | – |