Governance Area

As at 31 December 2025, the Management Board consisted of eight executive members: seven men and one woman. The ratio of women to men on the Management Board at year-end amounted to 14% (15% on average throughout the year). At the end of 2024, the ratio of women to men on the Management Board amounted to 17% (11% on average throughout the year).

As at the end of 2025, the internal division of responsibilities within the Management Board was structured as follows:

• the President of the Management Board was responsible, in particular, for matters relating to strategy, internal audit, security, compliance risk, conduct risk, reputational risk, legal services, human resources management, communication and marketing, as well as corporate governance oversight;
• the Vice-President of the Management Board supervising the Retail Banking and Business Area was responsible, in particular, for matters relating to the development of product offerings for individual customers, including investment banking and insurance products, the sale of products and customer service for individual clients and businesses, as well as enterprise banking services;
• the Vice-President of the Management Board supervising the Corporate and Investment Banking Area was responsible, in particular, for matters relating to investment banking, custodial services, the development of treasury products and the Bank’s proprietary activities on the financial market, the development of product offerings for businesses, enterprises, corporate banking and public sector clients, as well as the sale of products for such clients, excluding businesses;
• the Vice-President of the Management Board supervising the Finance and Accounting Area was responsible, in particular, for matters relating to macroeconomic analyses, financial planning and controlling, accounting and financial reporting, taxation, and sustainability;
• the Vice-President of the Management Board supervising the Administration Area was responsible, in particular, for matters relating to procurement and management of the Bank’s real estate;
• the Vice-President of the Management Board supervising the Operations and International Banking Area was responsible, in particular, for matters relating to operational services, the customer ombudsman function, sales and customer service for international and institutional banking clients, remote customer service channels, product administration, and cash management;
• the Vice-President of the Management Board supervising the Technology Area was responsible, in particular, for information technology matters;
• the Vice-President of the Management Board supervising the Risk Management Area was responsible, in particular, for matters relating to the management of all categories of risks associated with the Bank’s operations, excluding compliance risk, conduct risk and reputational risk, as well as restructuring and debt recovery activities.

Members of the Bank’s Management Board possess many years of experience gained in banking and financial market institutions, as well as expertise appropriate to the specific nature of the areas under their supervision. Their competencies and experience are periodically assessed as part of individual and collective suitability assessments. Furthermore, in accordance with Polish banking supervisory requirements, the appointment of the President of the Management Board and the Management Board member supervising the risk management area requires the approval of the Polish Financial Supervision Authority, which, when issuing its decision, takes into account, among other things, the candidate’s professional experience.

As at 31 December 2025, the Supervisory Board consisted of ten non-executive members: six men and four women. The ratio of women to men at the end of 2025 amounted to 67% (42% on average throughout the year). Nine out of ten members met the independence criteria. At the end of 2024, the ratio of women to men on the Supervisory Board amounted to 33% (47% on average throughout the year).

During the reporting period, all members of the Supervisory Board met the qualification criteria required for supervisory bodies of companies with State Treasury shareholding. They represented academic, business, audit and advisory communities and possessed extensive academic, supervisory and managerial experience gained in financial sector companies and in the areas of finance and banking.

Within the Bank, activities aimed at enhancing professional knowledge relating to sustainability are planned on the basis of internal and external regulations, training needs analyses, reports on the completion of mandatory ESG training, post-audit recommendations, and employee qualification assessments.

The knowledge and competencies of the members of the Management Board and the Supervisory Board in the area of sustainability, including the ability to manage ESG risks and their impact on the Bank’s operations, constitute one of the criteria in individual and collective suitability assessments. The performance assessment of the Management Board and Supervisory Board with respect to the fulfilment of their duties, including the management of the organisation’s impact on ESG matters, is conducted using a multi-dimensional approach, including periodic monitoring of the implementation of non-financial ESG-related indicators and targets, management objectives assigned to Management Board members, execution of the Bank’s strategy, and the organisation’s impact on stakeholders and the broader social environment.

In order to ensure continuous access to up-to-date knowledge concerning material sustainability matters, educational initiatives aimed at building and strengthening psychological safety were launched in 2025. Members of the Management Board and Supervisory Board were invited to participate in workshops on diversity and inclusive leadership. In addition, members of the Management Board participated in a series of workshops designed to strengthen leadership competencies within the management team. They were provided with knowledge and tools enabling them to foster an organisational culture based on psychological safety as a foundation for preventing exclusion and supporting collaboration and innovation.

The Sustainability Committee (SC) constitutes the principal advisory body to the Management Board of PKO Bank Polski, responsible for monitoring, managing and overseeing impacts, risks and opportunities in relation to the Bank Capital Group. The purpose of the Committee includes, among others, supervising the implementation of the Bank’s and the Group’s sustainability and energy transition objectives and initiatives, supporting the Management Board in setting sustainability priorities, strategic directions and targets, and shaping the sustainability management system.

As part of its procedures for monitoring, managing and overseeing impacts, risks and opportunities, the Committee is required to convene meetings as necessary, but no less frequently than once per quarter. Within the scope of its competencies, the Management Board makes decisions concerning sustainability-related matters of the Bank, in particular on the basis of recommendations issued by the Sustainability Committee. Oversight of the Committee is exercised by the Management Board through the participation of two Management Board members in the Committee’s work, as well as through meeting minutes and activity reports. The Chairperson and Deputy Chairperson of the Committee are respectively the Vice-President of the Management Board supervising the Finance and Accounting Area and the Vice-President supervising the Risk Management Area.

The Sustainability Committee serves as the primary advisory body to the Management Board in the area of monitoring, managing and overseeing sustainability-related impacts, risks and opportunities within the Bank Capital Group. Its key responsibilities include:

• supervising the implementation of the Bank’s and the Group’s sustainability and energy transition objectives and initiatives;
• supporting the Management Board in defining ESG priorities, strategic directions and objectives;
• shaping the sustainability management framework.

The scope of the Sustainability Committee’s responsibilities is defined in competencies granted by resolution of the Management Board.

As part of its activities, the Committee prepares recommendations forming the basis for Management Board decisions relating to sustainability. The Committee’s activities are subject to ongoing supervision by the Management Board through the participation of two Management Board members (the Vice-President responsible for the Finance and Accounting Area and the Vice-President supervising the Administration Area) in the Committee’s work, as well as on the basis of meeting minutes and periodic activity reports.

The Sustainability Committee reports to the Management Board, which is authorised to amend the Committee’s purpose, competencies and composition, as well as to adopt resolutions forming the basis for actions undertaken by other bodies and committees of the Bank.

The Sustainability Committee supports the Management Board in setting sustainability priorities, strategic directions and objectives. Based on the analysis of material impacts, risks and opportunities, it recommends to the Management Board and Supervisory Board proposed objectives, action plans and implementation schedules. Progress in the implementation of activities is discussed during Committee meetings, during which the Committee is required to review reports and statements and is authorised to issue recommendations to the Management Board.

The diversity policy applicable to members of the Management Board and Supervisory Board constitutes an important component of the suitability assessment policies implemented within the Bank, namely:

• the Policy regarding the suitability of members of the Management Board and key function holders within the Bank, as well as suitability assessments within companies of the Bank Capital Group;
• the Policy regarding the suitability assessment of candidates for members of the Supervisory Board and members of the Bank’s Supervisory Board.

The internal regulations implemented within the Bank define the principles governing selection, appointment and succession planning processes, including talent pipeline management, as well as the suitability assessment of members of the Management Board and key function holders within the Bank. These individuals are assessed with regard to their competencies, knowledge and skills, experience appropriate to the position, as well as reputation, understood as sufficiently good repute, integrity and ethical conduct.

Pursuant to the implemented regulations:

• the General Meeting adopts decisions concerning the selection and suitability assessment of candidates for, and members of, the Supervisory Board;
• the Supervisory Board adopts decisions concerning the selection and suitability assessment of members of the Management Board;
• members of the Management Board adopt decisions concerning the selection and suitability assessment of MRTs (Material Risk Takers).

The Supervisory Board monitors the effectiveness of the policy applied and, where appropriate, introduces amendments taking into account recommendations issued by the Supervisory Board’s Nomination and Remuneration Committee.

As a result of the annual review of the suitability policies:

• with regard to members of the Supervisory Board, the General Meeting in June 2025 adopted amendments to the diversity policy aimed at aligning its provisions with Directive (EU) 2022/2381 of the European Parliament and of the Council of 23 November 2022 on improving the gender balance among directors of listed companies and related measures (the “Directive”), the draft legislation implementing the Directive into the Polish legal framework, as well as the Bank’s strategic objectives concerning gender diversity within the Bank’s governing bodies. The amendments introduced a provision stipulating that diversity objectives should be achieved within the timeframe resulting from generally applicable legal regulations (no later than upon the appointment of the Supervisory Board for the next joint term of office following 31 December 2025), and established diversity targets consisting in meeting at least one of the following objectives:

• achieving a minimum representation of the underrepresented gender on the Supervisory Board at a level as close as possible to 33%; or
• achieving a minimum representation of the underrepresented gender on the Management Board and Supervisory Board at the level and in the manner required under generally applicable legal regulations;

• with regard to members of the Management Board, in December 2025 the Supervisory Board adopted amendments to the diversity policy analogous to those introduced into the policy applicable to members of the Supervisory Board.

Diversity by Gender, Tenure and Experience – Statistics as at 31 December 2025

 

 

• the suitability assessment policies applicable to candidates for and members of the Bank’s Management Board and Supervisory Board include an obligation for the Supervisory Board and/or the General Meeting to take diversity principles into account when selecting candidates for the aforementioned governing bodies;
• the principle of diversity in the selection of members of the Supervisory Board and Management Board is based on objective substantive criteria relating to education, skills and professional experience. Additional criteria supporting diversity within the governing bodies include age and gender. At the same time, the selection process is conducted with due regard to ensuring equal opportunity principles, including the prevention of discrimination;
• the principle of diversity is intended to ensure an appropriate composition of the Supervisory Board enabling access to a broad range of competencies, knowledge and skills relevant to the position, thereby ensuring that members of the governing bodies — individually and collectively — are able to issue independent opinions and decisions across the entire scope of the Bank’s activities. Diversity within the governing bodies is intended to enable the consideration of different perspectives, experiences and expertise in the decision-making process, ensuring a comprehensive approach to management and supervisory challenges;
• when making changes to the composition of the Management Board or Supervisory Board, including the appointment of members for a new term of office, the Supervisory Board and/or the General Meeting each time analyses the possibility of incorporating diversity objectives with respect to gender balance. The policies include an obligation to monitor the effectiveness of their implementation, including in relation to diversity objectives;
• the achievement of gender diversity objectives within the Management Board and Supervisory Board is pursued through the application of equal opportunity principles in the selection of governing body members and through fostering a culture of diversity within the organisation;
• the suitability assessment policy includes an obligation for the Bank’s subsidiaries to implement regulations concerning suitability principles. Appropriate regulations are in force within entities of the Bank Capital Group.

Objectives Relating to Diversity within the Management Board and Supervisory Board

• the application of the diversity principle is intended to ensure an appropriate selection of members of the Management Board and Supervisory Board, enabling access to a broad range of competencies, knowledge and skills relevant to the position, while ensuring that members of the Management Board and Supervisory Board — individually and collectively as governing bodies — issue independent opinions and decisions of the highest quality across the full scope of the Bank’s activities;
• the General Meeting and the Supervisory Board, taking into account the results of the suitability assessment, seek in each case, when selecting members of the governing bodies, to achieve gender balance within the composition of the Supervisory Board and Management Board respectively, and at a minimum to meet one of the following objectives:

• achieving a minimum representation of the underrepresented gender within a given governing body at a level as close as possible to 33%; or
• achieving representation of the underrepresented gender within the Supervisory Board and Management Board at the level and in the manner required under generally applicable legal regulations;
• the target achievement of at least the minimum level of gender diversity within each composition of the Bank’s Management Board and Supervisory Board should take place within the timeframe specified by generally applicable legal regulations.

Corporate culture constitutes an integral element of the Group’s activities, strengthening the engagement of employees and leaders while positively influencing customer relationships. The organisation implements systemic measures aimed at shaping and promoting its corporate culture through the integration of declared values into day-to-day operational processes, including HR processes such as recruitment, onboarding and periodic employee performance reviews.

The primary document governing the area of corporate culture is the Bank’s Code of Ethics, described in detail in the section “Implemented Policies”. In order to ensure broad awareness of its provisions, the Code of Ethics is presented as part of the onboarding process. All newly hired employees receive information regarding the organisation’s values, expected behaviours and principles set out in the Code. These topics are discussed during the “Welcome to the Bank” meetings, published on the intranet and made available through the external corporate website.

The organisational culture is developed collectively on the basis of the values set out in the Code of Ethics and the principles derived therefrom. Together, they create a coherent framework of conduct supporting effective cooperation and efficient decision-making. The following principles apply within the individual values:

• we act together: we are guided by shared goals, collaborate, communicate openly, respect others and benefit from diversity;
• we drive change: we create new opportunities and solutions for customers, act flexibly and seek development opportunities;
• we deliver results: we act with courage and effectiveness, seek solutions and focus on actions that create tangible value for customers.

In addition to the existing principles and values, in 2025 the “I Act and Respond” cooperation standard was implemented. Its purpose is to support employees in their day-to-day activities and strengthen an organisational culture aligned with the adopted values. The standard combines three values with nine principles and eighteen consistent behaviours, further supported by routines covering, among others, meeting management, email communication and development discussions. The standard supports improved cooperation and communication within teams, strengthens the sense of engagement and accountability, promotes openness, co-creation and initiative, and fosters a culture in which every individual can have a meaningful impact.

Activities supporting the implementation of the standard, principles and values included a broad package of communication and development initiatives, such as in-person events, online meetings and workshops. In 2025, a total of 4,337 employees participated in initiatives promoting shared values, compared to 5,000 employees in 2024.

A culture of effectiveness, openness and appreciation is further reinforced through the development of the “Culture HUB” community and the implementation of dedicated thematic events. One such initiative is the recurring #JestemUSiebie event, described in detail in section 13.3.1 “Own Workforce”. An important element of building corporate culture is also the #CzasNaFeedback process, which supports the provision of feedback. It includes, among others, the “Badge Bank” tool, enabling ongoing recognition of co-workers. In 2025, nearly 50 thousand badges were awarded through the tool, compared to nearly 30 thousand in 2024.

Initiatives strengthening organisational culture are also directed towards the management staff, including dedicated development programmes. One such programme is “Managerial Welcome”, a comprehensive training programme preparing new managers to perform leadership roles. In 2025, 111 individuals participated in the “Leadership Identity” workshops, compared to 100 participants in 2024, while 110 individuals took part in the “Versatile Leadership” workshops in 2024.

Another programme, #NoweBrzmieniePrzywództwa (“The New Sound of Leadership”), supports the development of a values-based culture by increasing employee awareness and equipping leaders with tools for effective team management. The programme was attended by 2,049 participants in 2025 and 2,258 participants in 2024. In addition, in the second half of 2025, a dedicated programme path entitled “In the Rhythm of the Network” was launched for sales network managers, with 442 unique participants taking part.

The level of employee engagement and the alignment of employee actions with organisational values are monitored and assessed through the cyclical #JakCiSięPracuje (“How Is It Working for You?”) employee experience survey, discussed in detail in section 13.3.1 under “Consideration of Employees’ Needs and Opinions”. The survey covers three key areas: cooperation with supervisors, the working environment and development opportunities. The survey results form the basis for defining actions aimed at strengthening internal cooperation and increasing engagement in building organisational culture.

The Bank is subject to the provisions of Directive (EU) 2019/1937, the Polish Whistleblower Protection Act, and the Regulation of the Minister of Finance, Funds and Regional Policy of 8 June 2021 on the risk management system, internal control system and remuneration policy in banks (as amended). Accordingly, the Bank has implemented rules defining the process for reporting situations that may constitute or potentially constitute a breach of law, internal regulations or applicable market standards, in particular in the following areas:

• anti-corruption;
• financial services and products;
• anti-money laundering and counter-terrorist financing;
• consumer protection;
• personal data protection and privacy;
• security of networks and ICT systems;
• compliance with internal regulations;
• principles set out in the Code of Ethics;
• recommendations issued by supervisory and control authorities.

The right to submit a report is granted to any individual who has obtained information concerning a potential breach in connection with the performance of duties arising from an agreement, a function performed, or services provided, including after the termination of cooperation. The possibility to submit a report is also available to individuals applying for employment or cooperation at the recruitment stage or during negotiations preceding the conclusion of an agreement.

The Bank ensures full confidentiality for reporting persons, covering both the identity of the whistleblower and the information disclosed. Where the content of the report enables identification of the reporting person, such data are removed by the recipient of the report prior to taking further action. The Bank has also implemented detailed procedures governing verification and remedial actions following submitted reports. In order to protect the whistleblower’s identity, access to reports is restricted to a limited number of authorised persons designated to handle the case. Upon completion of the proceedings, feedback regarding the outcome is provided to the reporting person. In the majority of cases, however, the identity of the whistleblower remains unknown, and therefore providing such feedback is not always possible.

The Bank has internal regulations concerning the prevention of retaliatory actions, described in the section “Implemented Policies”. Employees submitting reports, including in situations where the reported irregularities are not confirmed, are protected against retaliatory or repressive actions, discrimination and other forms of unfair treatment. Reporting persons may not suffer any adverse consequences as a result of submitting a report, such as termination of employment or reduction in remuneration. In the event of experiencing any form of retaliation, support may be sought from the President of the Management Board.

The Group provides multiple channels enabling both identified and anonymous reporting, depending on the preferences and circumstances of the reporting person, including:

• electronically: via the Sygnanet application and the dedicated email address sygnalisci@pkobp.pl;
• via the dedicated email inbox of the President of the Management Board or the Chairperson of the Supervisory Board, where the report concerns a member of the Management Board;
• in writing;
• by telephone or through other voice communication channels (e.g. alternative telephone number, MS Teams application);
• in person during a meeting with an employee of the Compliance Department.

In order to increase awareness regarding whistleblower protection, the Bank conducts a range of educational activities addressed to employees and external stakeholders. Information concerning the reporting mechanism is made available both on the Bank’s website and on the intranet. The website contains a description of the reporting process, including identification of persons entitled to submit reports, available communication channels and principles relating to personal data protection. Additional informational materials and templates for reporting non-compliance cases are also made available on the Bank’s intranet.

Furthermore, the Bank conducts mandatory thematic training concerning the reporting of breaches of law, internal regulations and market standards adopted by the Bank. The training covers all employees employed under employment contracts as well as individuals performing work under civil law agreements. The training is made available to new employees during the onboarding process and is subsequently completed annually by all persons subject to the training obligation.

In order to ensure a high completion rate, automatic reminders are generated before the deadline, on the due date and after the deadline has passed. Notifications are sent both to the employee and to their supervisor. The completion rate for the whistleblower reporting training amounted to 90% in both 2025 and 2024.

The Bank Capital Group implements measures aimed at preventing corruption, nepotism and favouritism on the basis of its Anti-Corruption Policy, which defines the principles for identifying and avoiding situations that may give rise to corruption risk. Under these principles, any suspected case of corruption, nepotism or favouritism is subject to mandatory reporting (either identified or anonymous), directly to the Bank’s Anti-Corruption Officer or through the whistleblowing channels described in the following section. In addition, the Bank operates a dedicated email inbox through which reports, questions, concerns and observations relating to potential irregularities may be submitted.

The Anti-Corruption Officer, who is the Head of the Security Division, performs an initial assessment of each report from the perspective of corruption risk and determines whether further action is required. Contact details for the Anti-Corruption Officer are available on the Bank’s intranet. The Officer’s responsibilities include, in particular:

• identifying corruption risk within the Bank;
• identifying organisational units exposed to corruption risk;
• providing Bank units with anti-corruption guidelines aimed at strengthening preventive measures;
• determining the timeframes for the application of such guidelines.

The identification of corruption risk, including the indication of potentially exposed organisational units, is planned for 2026.

As part of efforts to strengthen employee awareness, the Bank’s intranet includes a dedicated section containing information on the Anti-Corruption Policy, principles for reporting incidents, a knowledge base concerning the prevention of corruption-related risks, and contact details for the Anti-Corruption Officer. At the same time, work is underway on the implementation of mandatory anti-corruption training, which will be made available to all Bank employees in 2026.

In 2025, no convictions or fines related to breaches of anti-corruption regulations were recorded, consistent with the previous year.

The Bank’s Capital Group does not maintain formal regulations governing lobbying activities. Nevertheless, due to its significant market position, the Bank demonstrates a high level of engagement in public consultations conducted by public administration bodies, regulatory and supervisory authorities, and industry organizations. The Bank also undertakes transparent, open, and systematic activities within the public sphere concerning matters of key importance to shaping the operational framework of the Polish financial system.

In connection with these activities, the Bank cooperates, among others, with institutions of the European Union, which justifies its registration in the Transparency Register — a database of entities carrying out activities aimed at influencing EU policymaking and decision-making processes. The Bank is listed in the register under number 129427193168-74 and is the only registered entity within the Group.

In 2025, the Bank held five meetings with members of European Commission bodies, their cabinets, or Directors-General. The meetings concerned, among other matters, simplification measures in the financial sector, the role of the sector in supporting growth and innovation in Central and Eastern Europe, defence and investment policy, the EU regulatory framework, and capital market integration. During the reporting period, no responses to public consultations or participation in expert groups were reported. In 2024, the register did not record any active participation of the Bank’s representatives in meetings with members of EU bodies, contributions to public consultations, or participation in expert groups.

The Bank’s Capital Group does not maintain a common policy regarding political influence. Any such activities may be carried out exclusively through the Bank’s operations. As part of its core business activities, the Bank has for many years provided financing, among others, to political parties, acting in accordance with applicable legal requirements and internal regulations. As at the end of 2025, similarly to the previous year, the Bank reported a positive balance of loans granted to political parties. However, the granting of loans is not classified as a financial or in-kind political contribution. The making of such contributions is prohibited under the Bank’s internal regulations.

As at the date of this report, the Bank had not appointed a representative of the management or supervisory body responsible for lobbying and political influence matters. None of the current members of the Bank’s Management Board or Supervisory Board held positions in public administration during the two years preceding their appointment.

The system of internal regulations concerning anti-money laundering and counter-terrorist financing (AML/CFT) operating within the Group is based on two key documents: the Group Strategy and the Group Policy. The Strategy defines the fundamental assumptions and guidelines of the Bank’s Capital Group in the area of AML/CFT, ensuring a consistent approach to these matters across all Group entities and enabling the proper fulfilment of obligations arising from applicable legal regulations. The Group Policy complements these guidelines by defining the rules for the exchange and protection of information shared among Group entities for the purposes of fulfilling AML/CFT obligations.

Both documents establish a uniform regulatory framework applicable at the Group level and are addressed to all employees, with particular emphasis on individuals employed by Group entities classified as obliged institutions. Regulations applicable to Bank employees are available on the Bank’s intranet. Responsibility for the fulfilment of obligations arising from legal and internal AML/CFT regulations rests with persons designated in accordance with Articles 6, 7, and 8 of the AML Act, both within the Bank and in other Group entities classified as obliged institutions.

Educational activities constitute an important element strengthening the regulatory framework. Although such activities are not implemented at the Group level, the Bank operates a mandatory training programme for employees, including, among others:

• introductory training – provided to all employees hired under employment contracts as well as civil law contracts (including interns), prior to the commencement of their professional duties;
• basic training – provided without delay to employees and individuals cooperating with the Bank upon commencement of work within a Bank unit covered by the training, as well as to agents and intermediaries prior to entering into an agency or cooperation agreement;
• refresher training – provided before the lapse of 34 months from completion of the basic training and dedicated to employees, cooperating persons, agents, and intermediaries.

The obligation to complete training within the required timeframe applies to all employees whose responsibilities involve increased AML/CFT risk exposure. The Bank monitors compliance with this obligation. In 2024–2025, all individuals to whom the training was made available completed it. Educational activities are further supported by the AML section available on the Bank’s intranet, containing, among others, internal regulations, a knowledge base, webinars, AML-related updates, and useful links.