Corporate Governance and Best Practices

In 2016 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, 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 rules defined 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 2016 and in 2015 is presented below.

 

 

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*

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

1.

Jörg Hessenmüller

781,500

93,768

300,000

190,000

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

 

 

Remuneration paid in 2015 (in PLN)

 

 

Basic remuneration

Other benefits

Bonus for 2014

Cash settlement of the incentive programme based on Commerzbank shares

1.

Cezary Stypułkowski

2,092,108

174,833

650,000

827,941

2.

Lidia Jabłonowska-Luba

1,219,483

228,872

360,000

-

3.

Przemysław Gdański

1,200,000

143,184

360,000

658,950

4.

Jörg Hessenmüller

1,263,000

166,535

380,000

-

5.

Hans-Dieter Kemler

1,218,561

366,354

360,000

688,900

6.

Cezary Kocik

1,200,000

156,825

400,000

-

7.

Jarosław Mastalerz

1,200,000

125,670

360,000

778,749

 

In total

9,393,152

1,362,273

2,870,000

2,954,540

Total remuneration of the Members of the Management Board includes a fixed and a variable part.

A detailed description of the rules of the incentive programme for the Management Board is presented in Note 44 of the Consolidated Financial Statements of mBank S.A. Group for 2016 in line with the International Financial Reporting Standards.

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.

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. 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 total remuneration of the Supervisory Board in 2016 and in 2015 is presented in the table below.

 

 

Remuneration paid in 2016

(in PLN)

Remuneration paid in 2015

(in PLN)

1.

Maciej Leśny

367,235

367,235

2.

Andre Carls

252,000

252,000

3.

Marcus Chromik

-

-

4.

Stephan Engels

-

-

5.

Jörg Hessenmüller

-

-

6.

Michael Mandel

-

-

7.

Thorsten Kanzler

216,000

216,000

8.

Teresa Mokrysz

220,225

220,225

9.

Agnieszka Słomka-Gołębiowska

221,435

221,435

10.

Waldemar Stawski

221,435

221,435

11.

Wiesław Thor

149,435

149,435

12.

Marek Wierzbowski

216,000

216,000

 

Martin Zielke*

 

-

 

Martin Blessing**

   

 

Stefan Schmittmann***

 

-

 

In total

1,863,765

1,863,765

*On December 15, 2016 Mr Martin Zielke resigned from his position. 

**On April 30, 2016 Mr Martin Blessing resigned from his position.

***On December 31, 2015 Mr Stefan Schmittmann resigned from his position.

 

Auditor

Pursuant to a Resolution no. 47 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.