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The PZU Management Board and Supervisory Board declare their readiness to apply the Principles to the objectively broadest extent while giving consideration to the rule of proportionality and the rule “comply or explain” stemming from their wording. These declarations are confirmed by the resolutions adopted by the PZU Management Board and Supervisory Board.
The Management Board and the Supervisory Board of PZU announced the decision on implementing the Principles during the General Shareholders’ Meeting that took place on 30 June 2015. The General Shareholders’ Meeting of PZU declared that while acting within its mandate it will follow the Corporate Governance Rules in the wording of Polish Financial Supervision Authority of 22 July 2014 with the exception of the rules that the General Shareholders’ Meeting of PZU decided to waive.
Detailed information about the application of the Principles by PZU can be found on PZU’s website. That includes the principles whose application is partial, that is:
- principle specified in § 8.4: Principles facilitating the participation of all shareholders in the General Shareholders’ Meeting, e.g. by ensuring the active electronic participation in meetings; it should be emphasized that the current shareholders of PZU can follow the broadcast of the meeting, but the Company decided not to introduce the so-called e-GSM; in the assessment of PZU, there are many technical and legal factors that could affect the proper conduct of the General Shareholders’ Meeting. The legal concerns are related to the possibility of identifying shareholders and inspecting the ID cards of the GSM’s participants; the risk of technical problems, e.g. with the Internet connection or a potential intrusion into information systems, can disrupt the work of the General Shareholders’ Meeting and raise doubts about the effectiveness of the resolutions adopted during the meeting; the occurrence of the above-mentioned risks may affect the correct application of the principle in full;
- principle specified in § 21.2: Principles which state that in the composition of the supervisory body there should be a separate function of a chairperson who manages the works of the supervisory body and that the choice of the chairperson of the supervisory body should be made based on the experience and team leadership skills, taking into account the criterion of independence; it must be emphasized that, in accordance with the Code of Commercial Companies and the By-laws of PZU, there is a separate function of a chairperson in the Supervisory Board of PZU; the composition of the Supervisory Board of PZU, including the office of the chairperson, are shaped according to the criterion of independence set out in the Act on statutory auditors; the election of the chairperson of the Supervisory Board is made on the basis of their knowledge, experience and skills, which confirm that the chosen person has the competencies necessary for the proper performance of their supervising duties; the application of the criterion of independence in the case of the chairperson in accordance with the PFSA’s explanation of the principle may raise doubts about the potential conflicts of law relating to shareholders’ rights;
- in relation to the principle specified in § 49.3 of the Principles concerning appointment and dismissal in supervised institutions of the person heading the internal audit unit or the person heading the compliance unit, it should be noted that PZU complies with the principles specified in § 14 of the Principles fully, which means that PZU’s Management Board is the only one entitled to and responsible for management of the operations of the company; furthermore, in accordance with the provisions of the labor law, the activities related to the labor law are performed by the governing body; in view of the above, PZU adopted a solution according to which the decision about appointment and dismissal of the person heading the internal audit unit is made, taking into account the opinion of the Audit Committee of the Supervisory Board; the same applies to the appointment and dismissal of the person heading the compliance unit; the Management Board consults the Audit Committee about such decisions.
The General Shareholders’ Meeting of PZU decided against implementing the following principles:
- rule specified in § 10.2 in the following wording: „Introduction of personal entitlements or other special entitlements for shareholders of a supervised institution should be justified and serve realization of the objectives of this supervised institution. Having such entitlements by a shareholders should be reflected in a basic act regulating operation of the institution.”
- waiver from applying the principle is justified by the unfinished privatization of the Company carried out by the State Treasury; - principle specified in § 12.1 in the following wording: „The shareholders are responsible for providing immediate capital injection to the supervised institution in a situation in which it is necessary for maintaining the own capitals of the supervised institution on a level required by the legal or supervisory regulations and also when it is required for the reasons concerning safety of the supervised institution.”
- waiver from applying the principle is justified by the unfinished privatization of the Company carried out by the State Treasury; - principle specified in § 28.4 in the following wording:
„A decision-making authority shall assess whether the agreed remuneration policy is beneficial to the development and safety of the supervised institution.”
- waiver from applying the principle is justified by the scope of application of the remuneration policy assessed by the decision-making authority being too broad. The remuneration policy for persons performing key functions and not being the members of the supervisory body or governing body should be assessed by their employer or principal, which is the Company represented by the Management Board and controlled by the Supervisory Board.
Moreover, the following rules do not apply to PZU:
- principle specified in § 11.3 in the wording: „In the event that the decision concerning a transaction with a related party was made by the General Shareholders’ Meeting, all shareholders should have access to any information necessary for assessment of the terms on which the transaction is to be executed and its impact on the situation of the supervised institution.”
– in PZU the General Shareholders’ Meeting does not make decisions concerning transactions with related parties; - principle specified in § 49.4 in the following wording: „In a supervised institution, where there is no internal audit unit or compliance unit, the entitlements referred to in items 1–3 shall be held by the people responsible for performance of those functions.”
– there is both an internal audit unit and a compliance unit at PZU; - principle specified in § 52.2 in the following wording: „In a supervised institution, where there is no audit unit or compliance assurance unit, and where no unit responsible for that area has been appointed, the information referred to in item 1 shall be submitted by the people responsible for fulfilling those functions.”
– there is both an internal audit unit and a compliance unit at PZU; - the rules specified in Chapter 9 – Execution of Rights Resulting from Assets Acquired at Client’s Risk, as PZU offers no products which involve managing assets at client’s risk.
