Compensation of the members of governing bodies

Annual Report 2017 > Corporate Governance > Compensation of the members of governing bodies
Highlights 2017

Corporate Governance

Collection of good practices as the foundation of ethical standards in the PZU Group in all key aspects of its activities
Collection of good practices as the foundation of ethical standards in the PZU Group in all key aspects of its activities
Video broadcasts from results conferences and corporate events
Video broadcasts from results conferences and corporate events
Anti-corruption program aimed at limiting the risk of corruption and eliminating corruption phenomena
Anti-corruption program aimed at limiting the risk of corruption and eliminating corruption phenomena
Efficient and employee-friendly system of reporting abuses and irregularities
Efficient and employee-friendly system of reporting abuses and irregularities
Promotion of diversity and care for equal treatment of employees
Promotion of diversity and care for equal treatment of employees
Building an organizational culture featuring special respect to the personal dignity of employees
Building an organizational culture featuring special respect to the personal dignity of employees
Reference Areas:
Health
Investments
Banking
Best Pratices in PZU

The rules for compensating Management Board members are shaped by the Supervisory Board in accordance with resolution 4 adopted by PZU’s Extraordinary Shareholder Meeting of 8 February 2017 in the matter of determining the compensation of the Management Board members amended by resolution 38 adopted by PZU’s Ordinary Shareholder Meeting of 29 June 2017 in connection with the Act of 9 June 2016 on the Rules for Shaping the Compensation of Persons Managing Some Companies.

The foregoing rules adopted by a Supervisory Board resolution stipulate that the total compensation due to a Management Board member for rendering management services and discharging other obligations ensuing from the Management Services Provision Agreement consists of the following:

  • fixed compensation - flat monthly base compensation (for a calendar month) that cannot exceed the reference range established pursuant to art. 4 section 2 of the Act on the Rules for Shaping the Compensation of Persons Managing Some Companies without prejudice to the situations outlined in art. 4 section 3 of the aforementioned act;
  • variable compensation - supplementary compensation for a given financial year depending on the extent to which management objectives are attained, within the catalogue of management objectives defined pursuant to the aforementioned act, and which include, among others, growing the company’s value and improving its economic and financial ratios. The variable compensation for a given financial year may not exceed 100% of the annual fixed compensation in the previous financial year for which the amount of variable compensation due is to be calculated. In addition, a significant portion of the variable compensation is awarded in the form of deferred variable compensation. Deferred variable compensation is subject to deferral for 3 years. 12, 24 and 36 months, respectively from the date of allocation, a Management Board member may acquire the right to 1/3 of the deferred variable compensation for a given year subsequent to satisfying the conditions defined in the Management Services Provision Agreement.

Moreover, Management Services Provision Agreements entered into with Management Board members and accepted by a Supervisory Board resolution regulate their term of notice and issues related to refraining from engaging in competitive activity to the Company’s after their termination in consideration for damages to be paid as determined on the basis of the aforementioned act. In 2016-2017, the PZU Group companies subject to consolidation did not grant any loans or similar benefits to members of their management boards, higher level managers or members of their supervisory boards.

PZU Group Directors

A joint management model is in place at PZU and PZU Życie SA. Under this model, the positions of Directors of the PZU Group exist, the rules governing the establishment of which and the appointment to and dismissal from which are laid down in the Organizational Rules and Regulations of these companies. According to this model, the persons discharging the functions of Management Board members at PZU Życie SA are at the same time employed as directors of the PZU Group at PZU and are in charge of the same business structures and areas at PZU and PZU Życie SA.

As at 1 January 2017, the following persons served as directors of the PZU Group:

  • Aleksandra Agatowska;
  • Tomasz Karusewicz;
  • Bartłomiej Litwińczuk;
  • Sławomir Niemierka;
  • Roman Pałac;
  • Paweł Surówka.

On 15 March 2017, Dorota Macieja was appointed to the position of Director of the PZU Group. On 31 October 2017, Sławomir Niemierka was dismissed from the position of Director of the PZU Group.

The following persons served as directors of the PZU Group throughout 2017 or during part of the year:

  • Aleksandra Agatowska;
  • Tomasz Karusewicz;
  • Bartłomiej Litwińczuk;
  • Dorota Macieja;
  • Sławomir Niemierka;
  • Roman Pałac;
  • Paweł Surówka.

Salaries and other short-term employee benefits
paid by PZU (in thousands)
1 January – 31 December 20171 January – 31 December 2016
 Including bonuses and special awards: Including bonuses and special awards:
Management Board, including:6 8702 0426 680-
Paweł Surówka68374176-
Rodger Hodgkiss1 171412634-
Tomasz Kulik319-- 1)-
Maciej Rapkiewicz1 152379581-
Małgorzata Sadurska421---
Michał Krupiński2 0862)8951 377-
Andrzej Jaworski9453)282434-
Marcin Chludziński93---
Beata Kozłowska-Chyła--6344)-
Robert Pietryszyn--273-
Sebastian Klimek--5795)-
Przemysław Dąbrowski--6836)-
Dariusz Krzewina--6687)-
Tomasz Tarkowski--121-
Rafał Grodzicki--5208)-
High-level managers (PZU Group Directors), including:5 1381 3814 503199
Aleksandra Agatowska854254505 
Tomasz Karusewicz1 031356611 
Bartłomiej Litwińczuk754122241 
Sławomir Niemierka751199862199
Roman Pałac986378581 
Dorota Macieja501-- 
Paweł Surówka2619)7245510) 
Tobiasz Burynd.nd.70611) 
Przemysław Henschkend.nd.54212) 
Supervisory Board, including:1 344-1 241-
Paweł Górecki131---
Alojzy Nowak154-120-
Marcin Chludziński133-119-
Agata Górnicka133---
Katarzyna Lewandowska115---
Robert Śnitko105---
Maciej Zaborowski146-143-
Bogusław Banaszak142---
Marcin Gargas18-167-
Aneta Fałek114---
Paweł Kaczmarek48-191-
Eligiusz Krześniak13-119-
Jerzy Paluchniak39-118-
Piotr Paszko13-119-
Radosław Potrzeszcz13-119-
Łukasz Świerżewski27---
Zbigniew Ćwiąkalski--3-
Zbigniew Derdziuk--2-
Dariusz Filar--2-
Dariusz Kacprzyk--2-
Jakub Karnowski--2-
Aleksandra Magaczewska--2-
Maciej Piotrowski--2-
Piotr Walkowiak--11-

1) in 2016 the remuneration is only received from PZU Życie, the amount presented in the next table
2) including remuneration resulting from competition prohibition clause of PLN 600 thousand
3) including remuneration resulting from competition prohibition clause of PLN 276 thousand
4) including remuneration resulting from competition prohibition clause of PLN 55 thousand
5) including remuneration resulting from competition prohibition clause of PLN 111 thousand
6) including remuneration resulting from competition prohibition clause of PLN 332 thousand
7) including remuneration resulting from competition prohibition clause of PLN 55 thousand
8) including remuneration resulting from competition prohibition clause of PLN 312 thousand
9) remuneration for the period of performing the function of the PZU Group Director until April 12, 2017
10) including remuneration for the Advisor to the Management Board of PZU: PLN 345 thousand PLN in the period of April 24, 2016 - October 31, 2016
11) including remuneration resulting from competition prohibition clause of PLN 371 thousand
12 including remuneration resulting from competition prohibition clause of PLN 312 thousand

Salaries and other short-term employee benefits paid by other PZU Group entities (in thousands)1 January – 31 December 20171 January – 31 December 2016
 including bonuses and special awards: including bonuses and special awards:
Management Board, including:2 835 4 031-
Paweł Surówka499214329-
Rodger Hodgkiss491214599-
Tomasz Kulik840103206-
Maciej Rapkiewicz446135208-
Michał Krupiński671)   
Andrzej Jaworski4922)135208-
Beata Kozłowska-Chyła--3293)-
Robert Pietryszyn--135-
Sebastian Klimek--2084)-
Przemysław Dąbrowski--3685)-
Dariusz Krzewina--3606)-
Tomasz Tarkowski--8017)-
Rafał Grodzicki--2808)-
High-level managers (PZU Group Directors), including:3 0307062 332107
Aleksandra Agatowska509137272-
Tomasz Karusewicz604192329-
Bartłomiej Litwińczuk45566147-
Sławomir Niemierka539107599107
Roman Pałac604204313-
Dorota Macieja319---
Tobiasz Bury--3809)-
Przemysław Henschke--29210)-
Supervisory Board, including:3---
Ryszard Wawryniewicz3---
1) remuneration for fulfilling the function of a Member of the SB of Alior Bank in the period of January 1, 2017 - June 14, 2017
2) including remuneration resulting from competition prohibition clause of PLN 149 thousand (PZU Życie)
3) including remuneration resulting from competition prohibition clause of PLN 119 thousand (PZU Życie)
4) including remuneration resulting from competition prohibition clause of PLN 138 thousand (PZU Życie)
5) including remuneration resulting from competition prohibition clause of PLN 179 thousand (PZU Życie)
6) including remuneration resulting from competition prohibition clause of PLN 30 thousand (PZU Życie)
7) including remuneration resulting from competition prohibition clause of PLN 150 thousand (LINK4)
8) including remuneration resulting from competition prohibition clause of PLN 168 thousand (PZU Życie)
9) including remuneration resulting from competition prohibition clause of PLN 200 thousand (PZU Życie)
10) including remuneration resulting from competition prohibition clause of PLN 168 thousand (PZU Życie)

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