The Bank accepted for use the Principles of Corporate Governance for Supervised Institutions (adopted by the Polish Financial Supervision Authority on 22 July 2014) with respect to the competences and obligations of the Management Board, i.e. managing the Bank’s affairs and its representation, in compliance with the provisions of the law and the Bank’s Articles of Association. Nevertheless, the Bank decided that Chapter 9 of the Principles, concerning the management of assets at Customer’s risk, would not be applied due to the fact that the Bank does not conduct such activities.
The Bank’s Supervisory Board adopted for use the Principles concerning the responsibilities and obligations of the Supervisory Board, i.e. supervising the conduct of the Bank’s affairs in compliance with the generally binding laws and the Bank’s Articles of Association.
In its resolution of 2015, the General Shareholders’ Meeting of the Bank declared that, acting in line with its competences, it would follow the PFSA's Principles, although it ruled out the application of the principles set out in:
- § 10 clause 2 of the Principles, with respect to the introduction of personal rights or other special rights for shareholders;
- § 12 clause 1 of the Principles pertaining to the responsibility of shareholders for immediate recapitalization of the supervised institution;
- § 28 clause 4 of the Principles with respect to assessing by the decision-making body whether the determined remuneration policy promotes the development and security of the supervised institution.
In accordance with the justification presented by the State Treasury, together with the proposed draft resolution of the General Shareholders’ Meeting, waiving the application of the principle specified in §10 clause 2 and §12 clause 1 of the Principles was justified by the uncompleted process of the Bank’s privatization by the State Treasury.
Waiving the application of the principle set out in § 28 clause 4 was justified, in accordance with the motion of the State Treasury, by the excessive scope of the remuneration policy in question, subject to the assessment of the decision-making authority. In the opinion of the above-mentioned shareholder, the policy for remunerating employees who perform key functions but who are not members of the supervisory and management authorities, should be assessed by the employer or the principal, i.e. the Bank represented by the Management Board, the activities of which are supervised by the Supervisory Board.