6. Corporate governance
6.3 Additional information about managers and supervisors
6.3.1
Shares of PKO Bank Polski SA held by the Bank’s authorities
The Bank’s shares held by the members of the Management Board and the Supervisory Board of PKO Bank Polski SA as at 31 December 2012 are presented in the table below. The nominal value of each share is PLN 1.
Table 40. Shares of PKO Bank Polski SA held by the Bank’s authorities
No. Name Number of sharesas at
31.12.2012 Purchase Disposal
Number of shares as at
31.12.2011 I. The Management Board of the Bank
1. Zbigniew Jagiełło, President of the Bank's Management Board 9000 0 0 9000
2. Piotr Alicki, Vice-President of the Bank's Management Board 2627 0 0 2627
3. Bartosz Drabikowski, Vice-President of the Bank'sManagement Board 0 0 0 0
4. Jarosław Myjak, Vice-President of the Bank's ManagementBoard 0 0 0 0
5. Jacek Obłękowski Vice-President of the Bank's ManagementBoard 512 0 0 512
6. Jakub Papierski, Vice-President of the Bank's ManagementBoard 3000 0 0 3000
II. The Supervisory Board of the Bank
1. Cezary Banasiński, Chairman of the Bank's Supervisory Board 0 0 0 0
2. Tomasz Zganiacz, Deputy-Chairman of the Bank's SupervisoryBoard 0 0 0 0
3. Mirosław Czekaj, Secretary of the Bank's Supervisory Board 0 0 0 0
4. Jan Bossak, Member of the Bank's Supervisory Board 0 0 0 0
5. Zofia Dzik*, Member of the Bank's Supervisory Board 0 x x x
6. Krzysztof Kilian, Member of the Bank's Supervisory Board 0 0 0 0
7. Piotr Marczak, Member of the Bank's Supervisory Board 0 0 0 0
8. Marek Mroczkowski, Member of the Bank's Supervisory Board 0 0 0 0
9. Ryszard Wierzba, Member of the Bank's Supervisory Board 2570 0 0 2570
*Holds the position since 30 June 2012
As at 31 December 2012, Members of the Supervisory Board and Management Board of PKO Bank Polski SA did not hold shares in companies related to PKO Bank Polski SA defined as subsidiaries, jointly controlled entities and associates.
6.3.2
Agreements concluded between the issuer and managing persons
Within the meaning of § 2 clause 1 item 30a of the Decree of the Minister of Finance of 19 February 2009 on current and periodical information submitted by issuers of securities and the conditions of considering as equivalent the information required by law of a non-member country (Journal of Laws No. 33, item 259 with subsequent amendments), members of the Management Board are persons managing the Bank.
In 2012, two agreements were signed with each of the Management Board’s members, providing for compensation in the case of their resignation or dismissal:
an employment contract providing for severance pay of 3 monthly basic salaries,
a non-competition agreement, providing for damages for failure to comply with the noncompetition requirement during 6 months after termination of the employment relation, amounting to 100% of the monthly basic salary received before termination of the employment relation, to be paid monthly in arrears during the non-competition period.As at 7 November 2012 – due to the necessity of adaptation of the principals for remunerating Management Board members to the provisions of the Resolution No. 258/2011 of the Polish Financial Supervision Authority of 4 October 2011 on detailed principles for the functioning of the risk management system and internal control system and detailed terms of estimating internal capital by banks and reviewing the process of estimating and maintaining internal capital and the principles for determining the variable salary components policy for persons holding managerial positions at the bank (further: the Resolution No. 258/2011 of the PFSA) - the principles for remunerating Management Board members of PKO Bank Polski SA were changed in the area of additional benefits and the variable salary components. A consequence of this was appropriate change in employment contracts, which was made in December 2012. Amended principles for remunerating Management Board members will be applicable starting from the payment of salaries for the year 2012.
6.3.3
Benefits for supervisors and managers
Principles of remuneration of the Management Board members
In 2012, members of the Bank’s Management Board until the introduction amendments in principles of remuneration related to the Resolution No. 258/2011 of PFSA were paid according to the principles implemented by the Supervisory Board starting from 1 February 2010. In accordance with the new rules, members of the Management Board of the Bank are entitled to remuneration as determined by the Bank’s Supervisory Board and to additional benefits specified in the Bank’s internal regulations. In addition, members of the Management Board might be granted:
an annual bonus, at an amount determined by the Supervisory Board of the Bank, conditional on the financial performance or the degree of completion of other tasks,
in justified cases – an additional bonus at an amount determined by the Supervisory Board of the Bank.
Principles of remuneration of the Management Board members taking into consideration provisions of the Resolution No. 258/2011 of PFSA, provide that members of the Management Board are entitled to:
monthly remuneration at an amount determined by the Bank’s Supervisory Board,
benefits payable to employees of the Bank (excluding benefits payable to employees under ZUZP): o under the binding laws,
o under the Bank’s internal regulations, with standardised or exceptional character, for which the grant basis is not an evaluation of the Member of the Management Board work effects or the result of the area supervised by him or by the Bank,
variable salary components for the results of work, especially bonuses, awards for special achievements in work, severance payment related to termination of employment no higher than triple base remuneration, which detailed granting and payment rules are defined by the regulations adopted by the resolution of the Bank’s Supervisory Board.
Principles of the remuneration of Supervisory Board members
Ordinary General Shareholders’ Meeting of PKO Bank Polski SA the Resolution No. 36/2010 of 25 June 2010 established the monthly salary for members of the Supervisory Board of:
Chairman of the Supervisory Board – PLN 16 000,
Deputy-Chairman of the Supervisory Board – PLN 14 000,
Secretary of the Supervisory Board – PLN 12 000,
Member of the Supervisory Board – PLN 10 000.Supervisory Board members are entitled to remuneration regardless of the frequency of meetings convened.
Regardless of the remuneration, the Members of the Supervisory Board are entitled to reimbursement of the costs incurred in connection with performing the function, and in particular travel costs from the place of residence to the location of the Supervisory Board's meeting and back, costs of accommodation and board.
Table 41. Remuneration received by managers and supervisors (in PLN thousand)
Remuneration received
from PKO Bank Polski SA Remuneration receivedfrom related entities* The Bank’s Management Board
Remuneration of Members who were entrusted with the duties as at
31.12.2012 10 816 39
Remuneration of Members who ceased to be entrusted with the duties in the
course of 2012 876 0
Total remuneration in 2012 11 692 39
Remuneration of Members who were entrusted with the duties as at
31.12.2011 8 597 40
Remuneration of Members who ceased to be entrusted with the duties in the
course of 2011 2 340 7
Total remuneration in 2011 10 937 47
The Bank’s Supervisory Board
Remuneration of Members who were entrusted with the duties as at
31.12.2012 1 163 0
Remuneration of Members who ceased to be entrusted with the duties in the
course of 2012 62 0
Total remuneration in 2012 1 225 0
Remuneration of Members who were entrusted with the duties as at
31.12.2011 948 0
Remuneration of Members who ceased to be entrusted with the duties in the
course of 2011 140 0
Total remuneration in 2011 1 088 0
* Other than the State Treasury and the State Treasury’s related entities.
Full information concerning remuneration and other benefits provided to members of PKO Bank Polski SA's Management and Supervisory Boards during the reporting period has been presented in the financial statements of PKO Bank Polski SA for the year 2012.