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G1.GOV-1
Structure and competencies of management and supervisory bodies
Due to its structure, scope, and nature of operations, the PZU Group has been identified by the Polish Financial Supervision Authority (KNF) as a financial conglomerate, with PZU holding the status of the leading entity.
The coordination of obligations within the PZU Group is managed by the relevant PZU units, while cooperation procedures and information exchange among the Group’s entities are regulated by the “Agreement on the Principles of Cooperation” within the PZU Group, as well as separate agreements covering Bank Pekao and Alior Bank. A key aspect of the insurance segment is the close collaboration between PZU and PZU Życie. These entities have established governance models that enable close cooperation, particularly in strategic management, risk management, and operational support.
The management and supervision of other PZU Group entities, including Bank Pekao and Alior Bank (in areas covered by the agreements), are supported by internal formal mechanisms such as policies and procedural frameworks. This collaboration is reinforced by organizational structures responsible for developing and implementing standardized solutions for the PZU Group in areas that require alignment due to regulatory obligations or organizational development aspects, particularly in strategy execution. Cooperation, based on adopted policies, covers, among others, such areas as risk management, sustainability development, procurement, IT management, internal audit, PZU Group strategy, security management, human resources management, corporate governance, and compliance. Meanwhile, the agreements with the banks regulate cooperation and information exchange, particularly in areas such as reporting and accounting obligations, compliance and internal control, risk, strategy, security, and sustainability.
Composition of Administrative, Management, and Supervisory Bodies
In the governance structure of the PZU Group, the key role is played by the Management Board of PZU and the Supervisory Board of PZU.
Management Board of PZU
Composition of the PZU Management Board
| As of December 31, 2024 | As of the date of signing the report | |
| Function | ||
| President | Artur Olech | Andrzej Klesyk * |
| Management Board Member | Maciej Fedyna | Maciej Fedyna |
| Management Board Member | Bartosz Grześkowiak | Bartosz Grześkowiak |
| Management Board Member | Elżbieta Häuser-Schöneich | Elżbieta Häuser-Schöneich |
| Management Board Member | Tomasz Kulik | Tomasz Kulik |
| Management Board Member | Tomasz Tarkowski | Tomasz Tarkowski |
| Management Board Member | Jan Zimowicz | Jan Zimowicz |
The responsibilities of the Management Board of PZU include managing the affairs and representing the PZU. The members of the Management Board oversee processes carried out within their respective areas of responsibility, as defined in the Management Board President’s directive on organizational supervision and the assignment of Division Head functions. This document specifies the detailed division of responsibilities for the Company’s various organizational structures
As part of PZU Group’s corporate governance model and intercompany cooperation, it is a common practice for representatives of PZU and PZU Życie to hold positions on the Supervisory Boards of PZU Group companies. This approach supports a unified approach to management standards in key operational areas of the PZU Group.
The Management Board of PZU regularly provides the Supervisory Board with detailed information on key aspects of the PZU Group’s operations, enabling effective oversight
Supervisory Board of PZU
The Supervisory Board of PZU performs its functions based on the provisions of the Commercial Companies Code, the Company’s Articles of Association, and the Supervisory Board Regulations. The members of the Supervisory Board are appointed and dismissed by the General Meeting. However, the Articles of Association grant the State Treasury the right to appoint and dismiss one member of the Supervisory Board by submitting a written statement to the Management Board. The appointment or dismissal takes effect upon delivery of the relevant document and does not require a resolution of the General Meeting.
Composition of the PZU Supervisory Board
| As of December 31, 2024 | As of the date of signing the report | |
| Function | ||
| Chairman | Marcin Kubicza | Marcin Kubicza |
| Vice Chairman | Małgorzata Kurzynoga | Małgorzata Kurzynoga |
| Secretary | Anna Machnikowska | Anna Machnikowska |
| Member | Michał Bernaczyk | Michał Bernaczyk |
| Member | Anita Elżanowska | Anita Elżanowska |
| Member | Filip Gorczyca | Filip Gorczyca |
| Member | Michał Jonczynski | Michał Jonczynski |
| Member | Andrzej Kaleta | Andrzej Kaleta |
| Member | Adam Uszpolewicz | Adam Uszpolewicz |
| Member | Wojciech Olejniczak |
The Supervisory Board of PZU oversees the company’s operations, monitoring areas related to its impact on the economy, the environment, and society. It also assesses the implementation of strategic objectives, including those related to ESG. The Supervisory Board of PZU has an Audit Committee, a Strategy Committee and a Nominating and Compensation Committee.
Competencies and specializations of PZU Management Board and Supervisory Board Members
The members of the PZU Management Board and Supervisory Board possess a broad range of competencies, diverse perspectives, as well as knowledge and skills appropriate to their respective roles. The diversity of experience and specializations within the governing and supervisory bodies enables a multidimensional and comprehensive approach to company management.
PZU Management Board members have extensive professional experience gained in the financial, insurance, and banking sectors. They also hold numerous certifications, diplomas, and academic titles, which confirm their high qualifications in key areas relevant to the operations of the PZU Group.
The PZU Supervisory Board consists of individuals with specialized knowledge and experience in various areas, including legal and economic expertise. This composition enables effective oversight of the PZU Group’s activities and a thorough analysis of market risks and opportunities.
The extensive professional experience of the governing body members across various career levels allows them to respond effectively to strategic and operational challenges. Their competencies also support the implementation of ESG ambitions, which form a key aspect of the PZU Group’s sustainable development and corporate social responsibility efforts.
PZU Supervisory Board as of December 31, 2024, consisted of ten members, including three women and seven men (30% women). It exercises ongoing supervision of the activities of the Management Board and evaluates the implementation of strategic goals, including those related to ESG. The composition of the Supervisory Board includes nine (90%) independent members, including industry experts, which ensures an appropriate balance of competence and experience.
There is no formal employee representation in the PZU Group’s administrative and supervisory bodies at the group level.
For more information on the knowledge and competencies of members of the Management Board and Supervisory Board, see section 8.1.3 Managing ESG topics in the PZU Group.