On 9 December 2014, the Management Board of PKO Bank Polski S.A. 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 competencies and obligations of the Management Board, i.e. managing the Bank’s affairs and its representation, in compliance with the generally binding laws and the Bank’s Articles of Association. Nevertheless, the Bank assumed that paragraph 8, section 4 of the “Corporate Governance Principles for supervised institutions”, insofar as it relates to allowing the shareholders the possibility of participating in the meetings of the decision-making authority electronically, will not be applied, unless the General Shareholders’ Meeting makes appropriate amendments to the Bank’s Articles of Association which would authorize the Management Board to organize the General Shareholders’ Meetings using electronic means of communication. Chapter 9 of the Principles, concerning the managing of assets at the Customer’s risk, will not be applied due to the fact that the Bank does not conduct such activities.
The Bank’s Supervisory Board adopted for use the “Corporate Governance Principles for supervised institutions” (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 competencies, it will follow the “Corporate Governance Principles for supervised institutions” issued by the Polish Financial Supervision Authority, although it ruled out the application of the principles set out in:
- § 8 section 4 of the Principles, within the scope pertaining to ensuring the possibility of the electronic participation of shareholders in meetings of the decision-making body;
- § 10 section 2 of the Principles, with respect to the introduction of personal rights or other special rights for shareholders;
- § 12 section 1 of the Principles pertaining to the responsibility of shareholders for immediate recapitalization of the supervised institution;
- § 28 section 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.
Waiving the application of the principle set out in § 8 section 4 was in line with the prior decision of the Annual General Shareholders’ Meeting of PKO Bank Polski S.A. of 30 June 2011, reflected in not adopting the resolution on amendments to the Articles of Association of the Bank, the aim of which was to enable participation in the General Shareholders’ Meeting through electronic means of communication. The decision not to apply this principle was taken because of the legal and organizational-technical risks, which could jeopardize the proper conduct of the General Meeting. The application of other Principles specified in the resolution of the Annual General Shareholders’ Meeting was waived based on these proposals by an eligible shareholder of the Bank – the State Treasury.
In accordance with the justification presented by the State Treasury together with the proposed draft resolution of the Annual General Shareholders’ Meeting, waiving the application of the principle specified in § 10 section 2 and § 12 section 1 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 section 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.
The text of the Principles is published on the Polish Financial Supervisory Authority’s website.