http___fibank.bg_bg_korporativno-upravlenie_page_3526_1.xml
https___www.mbank.pl_en_annual-report_2015_corporate-governance_.xml
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За Първа инвестиционна банка доброто корпоративно управление е определящо за реализиране на стратегическите й цели, за създаване на дългосрочни и стабилни резултати в полза на нейните акционери, кредитори, служители, клиенти и обществото като цяло. Управлението в ПИБ е изградено на основата на международно признатите стандарти за добро корпоративно управление, действащи в Европейската общност, Националния кодекс за корпоративно управление, съобразно промените в регулативната и икономическа среда, както и в съответствие с нарастването на капацитета и значението на ПИБ на финансовия пазар в страната. Като публично дружество и емитент на финансови инструменти Първа инвестиционна банка се придържа към принципите за прозрачност, равнопоставеност, отчетност, обективност, които са ключови елементи в нейната Програма за прилагане на международните стандарти за добро корпоративно управление. Те са в основата и на нейната бизнес практика, като спомагат за изграждане и функциониране на ефективен контрол и управление на риска, навременно отразяване на промените в регулациите, разкриване на информация на пазара. Писмените разпоредби и процедури за недопускане на конфликт на интереси, ползване на вътрешна информация, съхраняване на банковата и търговска тайна, предотвратяване изпирането на пари, финансирането на тероризма и недопускане на финансови злоупотреби, са съществена част от нея. Корпоративното управление на ПИБ е система с ясно дефинирани функции, права и отговорности на всички нива – Общо събрание на акционерите, Надзорен съвет и комитет към него, Управителен съвет, специализирана служба за вътрешен контрол, вътрешни съвети и комитети, структури в Централата и клоновете.Първа инвестиционна банка има двустепенна система на управление, състоящата се от Надзорен съвет и Управителен съвет. Надзорният съвет не участва пряко в управлението на Банката. Той определя основните цели на дейността и стратегията за тяхното постигане, избира и освобождава членовете на Управителния съвет, както и одобрява по-важните стратегически решения за Банката. Дейността на Надзорния съвет е подпомагана от четири комитета: Главен комитет, Комитет за риска, Комитет по възнагражденията и Одитен комитет, които функционират съобразно писмено определени структура, обхват на дейността и функции. Управителният съвет управлява Банката, като решава всички въпроси в рамките на нейния предмет на дейност, освен тези, които са от изключителната компетентност на Общото събрание на акционерите или Надзорния съвет. Управителният съвет на ПИБ АД заседава всяка седмица. Дейността на Управителния съвет е подпомагана от вътрешнобанкови органи като: Кредитен съвет, Кредитен комитет, Съвет по ликвидността, Комитет по операционен риск, които функционират съобразно писмено определени структура, обхват на дейности и функции. Общото събрание на акционерите на ПИБ взема решения да изменя и допълва Устава на Банката, да увеличава и намалява капитала, както и да преобразува или прекратява Банката. Общото събрание има компетенциите да избира и освобождава членовете на Надзорния съвет и ръководството на Специализираната служба за вътрешен контрол в Банката. Специализираната служба за вътрешен контрол (ССВК) извършва регулярни проверки на всички дейности в Банката, като е с правата да докладва при констатирани съществени нередности пряко на Надзорния съвет. ССВК следи за изпълнението на действащите регулативни разпоредби и вътрешнобанкови изисквания с цел подпомагане на управителните органи при вземане на решения. Управлението на Банката се извършва съобразно действащото в страната законодателство и нейния Устав, регламентиращи правата на акционерите, регистрацията на собствеността, прехвърлянето на акции, регулярното изготвяне и представяне на информация, свързана с финансовото й състояние и корпоративен статус. Като банка от държава-членка на Европейския съюз ПИБ съобразява дейността си и с приетите от Европейския парламент регламенти и директиви. В качеството си на публично дружество ПИБ разкрива на обществеността (чрез информационната агенция www.x3news.com и своята интернет страница www.fibank.bg) периодична информация, включително одитирани от независим одитор годишни и полугодишни финансови отчети, както и междинни тримесечни отчети и доклади за дейността. Банката разкрива незабавно и инцидентна (ad hoc) информация относно важни събития, свързани с нейната дейност.
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Composition, powers and procedures of the Management Board and the Supervisory Board Composition of the Management Board The Management Board is composed of at least three members appointed for a joint term of 5 years. At least half of the Members of the Management Board, including the President of the Management Board, must hold Polish citizenship, be habitually resident in Poland, speak Polish and have experience on the Polish market which can be used while managing the Bank. The Members of the Management Board manage selected areas of the Bank’s operation within the scope determined by the President of the Management Board. The division of powers of the Members of the Management Board has been described in detail in the Management Board’s resolutions. The composition of the Management Board of the Bank did not change in 2015. The composition of the Management Board appointed for a joint term of 5 years by the Supervisory Board on April 11, 2013 is as follows: - Cezary Stypułkowski – President of the Management Board, Chief Executive Officer - Przemysław Gdański – Vice-President of the Management Board, Head of Corporate and Investment Banking - Jörg Hessenmüller – Vice-President of the Management Board, Chief Financial Officer - Lidia Jabłonowska-Luba – Vice-President of the Management Board, Chief Risk Officer - Hans-Dieter Kemler – Vice-President of the Management Board, Head of Financial Markets - Cezary Kocik – Vice-President of the Management Board, Head of Retail Banking - Jarosław Mastalerz – Vice-President of the Management Board, Chief Operations Officer Detailed information on mBank Management Board Members is presented below: Powers and procedures of the Management Board The Members of the Management Board are jointly liable for the overall operation of the Bank. They work collegially and inform each other about the most important matters concerning the Bank for which particular Members of the Management Board are responsible. The Management Board may appoint standing committees or teams to perform specific functions or to co-ordinate the work of organisational units of the Bank or to perform specific tasks. The following committees led by Members of the Management Board operate at mBank: - Resource Management Committee (chairperson: Cezary Stypułkowski) - Capital Management Committee (chairperson: Jörg Hessenmüller) - Data Quality and IT Systems Development Committee (chairperson: Jörg Hessenmüller) - Assets and Liabilities Management Committee of mBank Group (chairperson: Hans-Dieter Kemler) - Foreign Branch Supervision Committee of mBank S.A. (chairperson: Cezary Kocik) - The Credit Committee of the mBank Group (chairperson: Lidia Jabłonowska-Luba) - Retail Banking Risk Committee (chairperson: Lidia Jabłonowska-Luba) - Corporate and Investment Banking Risk Committee (chairperson: Lidia Jabłonowska-Luba) - Financial Markets Risk Committee (chairperson: Lidia Jabłonowska-Luba) - IT Architecture Committee of mBank S.A. (chairperson: Jarosław Mastalerz) - IT Projects Committee of mBank S.A. (chairperson: Jarosław Mastalerz). The Management Board manages the Bank’s business, represents the Bank and defines the guidelines for the Bank’s operation, especially for the areas subject to risks, including the credit policy, the investment policy, the Bank’s assets and liabilities management policy, and the guarantee policy. The Management Board presents to the Supervisory Board on a regular basis comprehensive information on all significant aspects of the Bank’s operation and risks related to its operation as well as risk management methods. The Management Board operates pursuant to its Rules approved by the Supervisory Board (available on the Bank’s website). The Rules determine among others the issues which require consideration of the Management Board as a collegial body and adoption of a resolution of the Management Board. All resolutions are adopted by a majority of votes of the Management Board Members present at the meeting, and in the case of an equal number of opposing votes, the President of the Management Board has the casting vote. The Members of the Management Board strive to adopt resolutions by consensus. Rules and levels of remuneration of Members of the Management Board are determined by the Remuneration Committee of the Supervisory Board. The rules of the incentive programme for the Management Board as well as the principles of allocating bonuses to Management Board Members are defined in Resolutions of the Supervisory Board. Total remuneration of the Members of the Management Board includes a fixed and a variable part. For more information on the incentive system for the Management Board please see section Reports of the Management Board entitled “mBank Group’s incentive system”. The section below presents a brief description of the 2014 incentive programme for the Management Board which replaced the Incentive Programme Rules of December 7, 2012. Under the programme, the Members of the Bank’s Management Board have the right to receive a bonus, including a non-cash bonus paid in the Bank’s shares, including phantom shares (i.e. virtual shares). The net ROE of mBank Group and the monthly remuneration as at the end of the financial year for which the bonus is to be awarded constitute the basis for the acquisition of the right to a bonus and for the calculation of the amount of the bonus for a given financial year. One part of the base bonus is the equivalent of 50% of the base amount calculated depending on the ROE. The other part of the bonus may be granted by the Remuneration Committee of the Supervisory Board on the basis of its appraisal of the Management Board Member and achievement of the MbO objectives. The two parts of the bonus constitute the base bonus. 40% of the base bonus is paid in the year when it is determined: 50% in cash and 50% in Bank shares, or bonds with a pre-emptive right to take up shares, or phantom shares. The remaining 60% of the base bonus is deferred and paid in three equal tranches in three subsequent years: 50% in cash and 50% in Bank shares, or bonds with a pre-emptive right to take up shares, or phantom shares. A detailed description of the rules of the incentive programme for the Management Board based on shares is presented in Note 44 of the Consolidated Financial Statements. The remuneration of the current Management Board in 2015 and in 2014 is presented below. Composition of the Supervisory Board The Supervisory Board acts on the basis of adopted Rules and performs the functions provided for in the By-laws of the Bank, the Code of Commercial Partnerships and Companies, and the Banking Law. The Bylaws of mBank provide that the Supervisory Board consists of no less than five Members elected by the General Meeting for a joint term of three years. The number of the Supervisory Board Members is defined by the General Meeting. A Member of the Supervisory Board whose mandate expired in the course of the joint term of the Supervisory Board may be replaced with another person, elected by the Supervisory Board. At least half of all Supervisory Board Members, including the Chairman, shall have Polish citizenship. Pursuant to the statutory requirement, at least two Supervisory Board Members are independent, unless the General Meeting decides otherwise. The independence criteria of the Supervisory Board Members are stipulated in the Rules of the Supervisory Board. In 2015, the Supervisory Board consisted of the following members: - Maciej Leśny – Chairman of the Supervisory Board - Martin Zielke – Deputy Chairman of the Supervisory Board - Martin Blessing – Member of the Supervisory Board - Andre Carls – Member of the Supervisory Board - Stephan Engels – Member of the Supervisory Board - Thorsten Kanzler – Member of the Supervisory Board - Teresa Mokrysz – Member of the Supervisory Board - Stefan Schmittmann – Member of the Supervisory Board - Agnieszka Słomka-Gołębiowska – Member of the Supervisory Board - Waldemar Stawski – Member of the Supervisory Board - Wiesław Thor – Member of the Supervisory Board - Marek Wierzbowski – Member of the Supervisory Board On November 24, 2015 Maciej Leśny, Chairman of the Bank's Supervisory Board, received a letter of resignation from Dr. Stefan Schmittmann, Member of the Bank's Supervisory Board and Chairman of the Risk Committee on resigning from the held functions as of December 31, 2015. Pursuant to a Resolution of the Supervisory Board of the Bank dated December 10, 2015, Dr. Marcus Chromik, replacing Stefan Schmittmann who resigned as of January 1, 2016, was appointed Member of the Supervisory Board of the Bank until the end of the term of office of the current Supervisory Board. He was also appointed Chairman of the Risk Committee of the Supervisory Board of mBank. More detailed information on mBank Supervisory Board Members is presented in the table below. The composition of the Supervisory Board reflects the care exercised to achieve the greatest possible diversification of members both in terms of their professional experience, as well as their knowledge and skills. The Supervisory Board is composed of representatives of mBank’s main shareholder, representatives of science and business, and persons having vast legal knowledge and banking expertise. The five independent members of the Supervisory Board are: Maciej Leśny, Teresa Mokrysz, Agnieszka Słomka-Gołębiowska, Waldemar Stawski, and Marek Wierzbowski. Wiesław Thor is not an independent member as he was a Member of the Management Board at mBank, and holding the function of Member of the Management Board at the Bank in the past five years is one of the reasons why a Member of the Supervisory Board cannot be considered an independent member. Martin Blessing, Andre Carls, Marcus Chromik, Stephan Engels, Thorsten Kanzler, and Martin Zielke are not independent members due to their relationship with the main shareholder of mBank. Powers and procedures of the Supervisory Board The responsibilities of the Supervisory Board specifically include the following matters: - Advising and supervising the Management Board in defining internal guidelines for the activity of the Bank, especially for the areas subject to risks, including the Bank’s credit policy, investment policy, guarantee policy, compliance policy, and approving the Management Board’s proposals concerning the general organisational structure of the Bank. - Supervising compliance of the Bank’s risk-taking regulations with the strategy and financial plan of the Bank. - Approving the disclosure policy rules concerning risk management and capital adequacy, as proposed by the Management Board. - Approving strategies and procedures for the internal control system, the risk management system, the internal capital assessment process, capital management and capital planning, as proposed by the Management Board. - Assessing the adequacy and effectiveness of the risk management system. - Reviewing regular and exhaustive reports presented by the Management Board on all relevant issues related to the activity of the Bank, the risks of its activity, and the means and effectiveness of risk management. - Preparing a concise assessment of the position of the Bank to be presented to the Ordinary General Meeting and attached to the annual report of the Bank for the previous financial year. - Approving annual financial plans of the Bank, multi-annual growth plans, as well as the strategy of the Bank and the rules of prudent and stable management of the Bank. - To review any motions and matters which are subject to resolutions of the General Meeting, including draft resolutions of the General Meeting. The Supervisory Board shall draw up grounds for draft resolutions to be tabled for approval of the General Meeting. - Issuing or approving rules provided for in the By-laws of the Bank. - Appointing and dismissing the President of the Management Board, the Deputy Presidents of the Management Board and other Members of the Management Board subject to the procedures laid down in the Banking Law and taking into account relevant qualifications for the functions assigned to them. - Defining the terms of contracts and remuneration of the Management Board. - Authorising the Chairman of the Supervisory Board to represent the Bank in agreements with Management Board Members, including the conclusion of management contracts with Management Board Members. - Approving conclusion or amendment of any significant contract or agreement with Members of the Management Board or the Supervisory Board. - Approving conclusion, amendment or termination of any significant alliance or co-operation agreements. - Analysing reports of the Internal Audit Department Director received at least once per year. Meetings of the Supervisory Board are convened by the Chairman of the Supervisory Board on his or her own initiative or on request of the Management Board or on request of the Supervisory Board Member at least three times a year. All the Management Board Members participate in meetings of the Supervisory Board except for those agenda items which directly concern the Management Board or its Members. Resolutions of the Supervisory Board are adopted by a simple majority of votes. In the case of an equal number of opposing votes, the Chairman of the Supervisory Board has the casting vote. No resolution should be passed without the consent of the majority of the Independent Members of the Supervisory Board on the following matters: - Any benefits provided by the Bank or any entities associated with the Bank to the Members of the Management Board. - Consent for the Bank to enter into a significant agreement with an entity associated with the Bank, a Member of the Supervisory Board or the Management Board, or entities associated with them. The Supervisory Board has got 4 committees: the Executive Committee, the Risk Committee, the Audit Committee, and the Remuneration Committee. Members of individual committees are presented below (first – chairmen of the committees). *from January 2016; in 2015 the position of Chairman of the Risk Committee was held by Stefan Schmittmann The tasks of the Executive Committee involve, in particular, exercising regular supervision over the Bank’s operation in the periods between meetings of the Supervisory Board. The Executive Committee authorises the Management Board to acquire, encumber or dispose of real estate, perpetual leasehold, or interests in real estate, shares or equity interests in companies, and other fixed assets if the value of the transaction exceeds 1% of the Bank’s own funds. Such authorisation is not required if the aforesaid acquisition took place as part of enforcement or bankruptcy proceedings, including the bankruptcy proceeding with the possibility to make an arrangement or other settlement with the Bank’s debtor or in the case of the sale of assets so acquired. The Audit Committee issues opinions about the selection of the Bank’s statutory auditor by the General Meeting, recommends whether the Supervisory Board should approve or reject financial statements, exercises regular supervision over the internal control system at the Bank, and approves changes proposed by the Management Board of the Bank as regards the head of the Internal Audit Department. The Audit Committee must have at least one independent Supervisory Board Member with qualifications and experience in accounting and finance. The Risk Committee has among others the following tasks: exercising permanent supervision over credit risk, market risk, operational risk, and liquidity risk. Moreover, the Risk Committee issues recommendations for approval or rejection of exposures posing single entity risk, in accordance with the parameters defined by the Supervisory Board at the time. Moreover, the Risk Committee issues recommendations for approval or rejection of the transactions, provided for in the Banking Law, between the Bank and Members of the Bank’s authorities, and recommendations for approval or rejection of the Bank’s disclosure policy regarding risk management. The tasks of the Remuneration Committee include: reviewing the remuneration principles and amounts of remuneration paid to Members of the Management Board, setting the remuneration levels, presenting opinions concerning approval for Members of the Management Board of mBank to engage in competitive activity, issuing recommendations to the Supervisory Board regarding the general guidelines for the Management Board on the level and structure of remuneration for the Bank’s senior management and the policy of variable components of remuneration paid to persons holding managerial positions at the Bank. Moreover, the Committee monitors the level and structure of the remuneration paid to senior managers. All standing committees of the Supervisory Board make reports pertaining to their performance in the past reporting period available to shareholders. The aforesaid reports are appended to the set of materials for the Ordinary General Meeting. The amount of monthly remuneration of the Members of the Supervisory Board was set in Resolution No. 26 adopted by the 25thOrdinary General Meeting held on March 30, 2012. The Chairperson of the Supervisory Board earns PLN 17,000 monthly, the Deputy Chairperson – PLN 14,500 monthly, while members of the Supervisory Board earn PLN 12,000 monthly each. Additional monthly remuneration is granted for participation in standing committees: 50% of the monthly basic remuneration for the first committee and 25% for participating in every other committee. Total remuneration for the participation in committees cannot exceed 75% of the basic remuneration. The total remuneration of the Supervisory Board in 2015 and in 2014 is presented in the table below: *On October 27, 2014 Mr Jan Szomburg resigned from his position ** Mr Dirk Wilhelm Schuh held his position from March 31, 2014 Activity of the Supervisory Board and its Committees in 2015 The Supervisory Board and 4 Standing Committees of the Supervisory Board, i.e. the Executive Committee, the Audit Committee, the Remuneration Committee and the Risk Committee perform their functions in line with the requirements set forth in the Bank’s By-laws, the Rules of the Supervisory Board and the Rules of particular Committees. In 2015, the Supervisory Board held 6 meetings and adopted 51 resolutions. The resolutions covered all areas of the Bank’s operation and were consistent with the scope of supervisory functions specified in laws, recommendations of the Polish Financial Supervision Authority and the Bank’s By-laws and the Rules of the Supervisory Board. The adopted resolutions concerned among others: - Acceptance of financial statements of mBank and mBank Group and other materials for the Annual General Meeting. - Adoption of the Financial Plan for 2016 and the Mid-Term Plan for 2016-2019. - Adoption of the Capital Management Policy at mBank Group. - Approval of the documentation and the report on a review of the Internal Capital Adequacy Assessment Process (ICAAP) at mBank Group. - Allocation of funds to the mBank Foundation. - Approval of the general organisational structure of mBank and the division of competence among Members of the Management Board of mBank. - Approval of the Remuneration Policy and Rules and the Risk-takers Identification Policy. - Approval of the Rules of the Employee Incentive Programme and the Information Memorandum drawn up to implement the Employee Incentive Programme. - Approval of Rules of the Management Board Incentive Programme, approval of the terms of bonds issue and setting the dates of acquisition of mBank S.A. shares by Members of the Management Board under the Programme. - Approval of the Rules of investing in financial instruments by persons linked to mBank S.A. or on their account and principles of maintaining the register of transactions on own account. - Approval of the MbO results and Individual MbO Cards for Management Board Members. - Approval of the new consolidated text of mBank S.A. By-laws and the Rules of the Management Board of mBank S.A. - Approval of the Audit Plan of the Internal Audit Department for 2015. - Adoption of the Policy of Managing Conflicts of Interest, the Compliance Policy and approval of the report on compliance risk management. - Approval of the reports on the performance of outsourcing tasks and supervision over the processes of handling claims and complaints. - Approval of the strategies and policies requiring approval of the Risk Committee and the Supervisory Board including: the mBank Group Risk Management Strategy; the Market, Operational, and Liquidity Risk Management Strategy; the Corporate and Retail Credit Risk Management Strategy. - Approval of the Limit Book – Limit Rules and the levels of limits for mBank Group. - Approval of the Contingency Plan in the event of a threat of losing financial liquidity by mBank S.A. - Approval of the Reputation Risk Management Strategy of mBank Group. - Approval of the Bancassurance Policy at mBank S.A. In 2015, current results of mBank Group and its particular business areas were discussed and evaluated in a systematic, regular manner at the meetings of the Supervisory Board with reference to the financial plan. Attendance of the Supervisory Board Members at Supervisory Board meetings in 2015 is presented in the table below. * Attendance at meetings/ number of meetings during the term of office In 2015, the Executive Committee performing its function of ongoing supervision over the Bank’s operation in the periods between meetings of the Supervisory Board co-operated closely with the Management Board and was informed about the situation in the Bank on an ongoing basis. Apart from the meetings of the Supervisory Board, Members of the Committee had regular meetings with Members of the Management Board discussing the most important current issues of the Bank. According to its powers, the Executive Committee took decisions on transactions exceeding 1% of the Bank’s own funds. In a decision, the Executive Committee approved the report on its activity for the previous year which is presented to the Annual General Meeting. The Audit Committee was receiving regular information about the results and the financial standing of the Bank and the Group and was analysing information on actions taken in the key risk areas. The Audit Committee held four meetings in 2015 and discussed, among others, the following: - Compliance of the process of preparing financial statements with the applicable law. - Co-operation with the external auditor. - Conclusions from the audit of the annual financial statements of mBank Group for 2014. - Scope of the audit of the financial statements for 2015. - Assessment of the internal control system at mBank in 2015. - Ongoing supervision over the proposed changes to the internal control system at mBank in 2015. - Ongoing supervision over the activity of the Internal Audit Department. - Approval of reports of the Compliance Department. The Audit Committee recommended that the Supervisory Board approve the following: - Reports of the Management Board on the activity of mBank and mBank Group in 2014, and the financial statements for 2014. - Annual report on compliance risk management at mBank in 2014. - Report of the Outsourcing Coordinator in respect to the implementation of the Outsourcing Policy at mBank in 2014. - Annual report on supervising the processes of handling claims and complaints at mBank S.A. in 2014. - Audit Plan of the Internal Audit Department for 2015. - Amendments to the Rules of the Audit Committee. In 2015, the Risk Committee held 7 meetings during which it regularly discussed the quarterly risk reports (capital adequacy, liquidity risk, credit risk, operational risk, market risk, interest rate risk and key events in the risk area), and a range of issues related to the credit portfolio, including dedicated presentations on corporate, financial markets, and retail portfolio risks. Other major issues considered by the Committee included the largest exposures, development of risk parameters, and loan loss provisions at the Bank and in the Group. Furthermore, in accordance with the plan of works the Committee discussed in detail the effectiveness of particular portfolios of the bank, analysing risk parameters, change directions and forecasts. In 2015, the Risk Committee issued 17 recommendations concerning exposures posing single entity risk in accordance with the parameters defined by the Supervisory Board and took 18 decisions approving a range of risk strategies and policies to be approved by the Supervisory Board. The Remuneration Committee held 5 meetings in 2015 and discussed issues including: - Rules of the mBank Management Board Incentive Programme, - Rules of the Employee Incentive Programme. - MbO objectives for Members of the Management Board of mBank. - Identification of risk takers at mBank and rules for their remuneration. - Terms and conditions for the issue of bonds with pre-emptive right to acquire the shares offered in the Incentive Programme. In 2015, the Remuneration Committee took 15 decisions and submitted recommendations on the above issues to the Supervisory Board.