Corporate Governance and Best Practices

In 2017 mBank was subject to corporate governance principles contained in the following documents:

  1. Code of Best Practice for WSE Listed Companies 2016
  2. Principles of Corporate Governance for Supervised Institutions

Corporate governance is a range of activities and regulations aimed at achieving a proper balance between the interests of all entities engaged in the functioning of the company (investors, governing bodies, employees, suppliers) that stimulates corporate growth.

The principles of corporate governance for public companies issuing shares, convertible bonds or bonds with preemptive rights which have been admitted to trading on the Stock Exchange were for the first time approved by the Warsaw Stock Exchange in a document entitled “Best Practices of Public Companies 2002” in September 2002. The document set out the basic principles of “business ethics” which should be observed by a listed company in its everyday operations. The present version: “The Rules of Best Practices in Public Companies 2016” came into force on 1 January 2016. mBank declared to apply the ”Best Practices” from their introduction. This is also true of the present  version “ Code of Best Practice for WSE Listed Companies 2016””.

According to the  information requirements, mBank will report only in the event of the Bank’s permanent non-compliance with a rule or its incidental breach. Reports will be forwarded to WSE and published on the company’s website. Additionally the Bank  publishes annually since 2007 the reports on compliance with the corporate governance rules.

The “Principles of Corporate Governance for Supervised Institutions” approved by the PFSA on July 22, 2014 have been in effect since January 1, 2015. They cover relations with shareholders and clients, issues relating to the organisational structure, ensuring an effective and efficient internal control system, as well as the risks of business activities. mBank has adopted the “Principles of Corporate Governance for Supervised Institutions”, excluding the principles laid down in Article 8 (4) and Article 16 (1).

Other documents

Remuneration of the Management Board and the Supervisory Board

The remuneration of the current Management Board in 2017 and in 2016 is presented below.

 

 

 

Remuneration paid in 2017 (in PLN)

 

 

Basic remuneration

Other benefits

Bonus for 2016

Deferred bonus*

1.

Cezary Stypułkowski

2,661,046

237,960

460,831

575,000

2.

Lidia Jabłonowska-Luba

1,500,000

173,320

250,000

320,000

3.

Frank Bock

1,061,379

229,370

-

-

4.

Andreas Böger

797,633

68,338

-

-

5.

Krzysztof Dąbrowski

1,125,000

87,939

-

-

6.

Cezary Kocik

1,500,000

189,036

250,000

350,000

7.

Adam Pers

272,727

19,266

-

-

In total

8,917,785

1,005,229

960,831

1,245,000

* In 2017, the second deferred installment was paid as part of the settlement of the cash portion of the bonus for 2014 and the first deferred tranche as part of the settlement of the bonus part of cash for 2015.

 

 

Remuneration paid in 2017 (in PLN)

 

 

Basic remuneration

Other benefits

Bonus for 2016

Deferred bonus*

Severance payment

Remuneration of former Members of the Management Board who ceased to perform their functions in 2017

1.

Christoph Heins

776,684

269,061

125,000

-

-

2.

Hans-Dieter Kemler

500,000

127,984

200,000

320,000

-

3.

Jarosław Mastalerz

665,926

101,811

250,000

350,000

-

4.

Przemysław Gdański

1,442,587

168,052

250,000

320,000

1,500,000

Remuneration of former Members of the Management Board who ceased to perform their functions in 2016

1.

Jörg Hessenmüller

 

 

125,000

340,000

-

* In 2017, Members of the Management Board who ceased to perform their functions in 2017 and Joerg Hessenmueller received the second deferred tranche as part of the settlement of the cash portion of the bonus for 2014 and the first deferred tranche as part of the cash bonus settlement for 2015.

 

 

 

Remuneration paid in 2016 (in PLN)

 

 

Basic remuneration

Other benefits

Bonus for 2015

Deferred bonus*

1.

Cezary Stypułkowski

2,725,108

252,868

500,000

325,000

2.

Lidia Jabłonowska-Luba

1,500,000

170,504

280,000

180,000

3.

Przemysław Gdański

1,500,000

194,440

280,000

180,000

4.

Christoph Heins

841,392

368,824

-

-

5.

Hans-Dieter Kemler

1,509,926

348,238

280,000

180,000

6.

Cezary Kocik

1,500,000

185,316

300,000

200,000

7.

Jarosław Mastalerz

1,500,000

203,396

340,000

180,000

 

In total

11,076,426

1,723,586

1,980,000

1,245,000

*In 2016, the 1st deferred tranche was paid out as part of the settlement of cash bonus for 2014.

 

 

Remuneration paid in 2016 (in PLN)

 

 

Basic remuneration

Other benefits

Bonus for 2015

Deferred bonus*

cash settlement of the incentive programme based on Commerzbank shares **

Remuneration of former Members of the Management Board who resigned from the Management Board in 2016

1.

Jörg Hessenmüller

781,500

93,768

300,000

190,000

-

Remuneration of former Members of the Management Board who ceased to perform their functions in 2012

1.

Christain Rhino

-

-

-

-

134,206

*In 2016, Jörg Hessenmüller was paid the first deferred tranche as part of the settlement of cash bonus for 2014.

** The settlement concerns the incentive program for the Management Board Members of 2008 in part based on Commerzbank shares. In 2016, Christian Rhino received a cash equivalent for Commerzbank shares as part of the settlement of the third tranche of the incentive program for 2012.

A detailed description of the rules of the incentive programme for the Management Board based on shares is presented in Note 46 of the Consolidated Financial Statements of mBank S.A. Group for 2017 and in Note 44 of the Financial Statements of mBank S.A. for 2017.

The section below presents a brief description of the 2014 incentive programme for the Members of 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.

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 bonus amount 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 taking into account the situation on financial markets in previous financial periods. 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’s 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’s shares, or bonds with a pre-emptive right to take up shares, or phantom shares.

The remuneration of the Supervisory Board for 2016-2017 is presented in the table below.

Remuneration paid in 2017
(in PLN)

Remuneration paid in 2016
(in PLN)

1.

Maciej Leśny

367,235

367,235

2.

Stephan Engels

-

-

3.

Tomasz Bieske

319,656

-

4.

Andre Carls

279,000

252,000

5.

Marcus Chromik

-

-

6.

Janusz Fiszer

162,000

-

7.

Mirosław Godlewski

162,000

-

8.

Joerg Hessenmueller

210,000

-

9.

Thorsten Kanzler

216,000

216,000

10.

Michael Mandel

-

-

11.

Teresa Mokrysz

220,225

220,225

12.

Agnieszka Słomka-Gołębiowska

248,435

221,435

 

Wiesław Thor*

37,812

149,435

 

Waldemar Stawski*

55,812

221,435

 

Marek Wierzbowski*

54,000

216,000

 

Martin Zielke**

-

-

 

Martin Blessing***

-

-

 

In total

2,332,175

1,863,765

* The term of office expired on 30 March 2017.

** Martin Zielke resigned from his position as of December 15, 2016.

*** Martin Blessing resigned from his position as of April 30, 2016.

Auditor

Pursuant to a Resolution no. 48 XXX of the Ordinary General Meeting of Shareholders dated March 30, 2017, auditor authorised to audit financial statements of the Bank and consolidated financial statements of the Group is PricewaterhouseCoopers Spółka z o. o.