50% is paid in cash in the month following the month of the Annual General Meeting; the other 50% is paid in the form of subscription warrants issued not earlier than twelve months from the date of the AGM. The value of one subscription warrant will equal the Average Market Price minus PLN 4.00.
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 Management Board Members, including the President, must be Polish citizens, have permanent residence in Poland, speak Polish and have experience in the Polish market necessary to manage mBank. 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.
On April 12, 2018, mBank’s Supervisory Board appointed the following Members of the Management Board of mBank S.A. for a joint term of five years:
- Cezary Stypułkowski – President of the Management Board, Chief Executive Officer
- Frank Bock – Vice-President of the Management Board, Head of Financial Markets
- Andreas Böger – Vice-President of the Management Board, Chief Financial Officer
- Krzysztof Dąbrowski – Vice-President of the Management Board, Head of Operations and Information Technology
- Lidia Jabłonowska-Luba – Vice-President of the Management Board, Chief Risk Officer
- Cezary Kocik – Vice-President of the Management Board, Head of Retail Banking
- Adam Pers – Vice-President of the Management Board, Head of Corporate and Investment Banking.
Since its appointment, the composition of the Management Board has not changed.
Detailed information on mBank Management Board Members is presented below:
Cezary Stypułkowski holds a PhD in law from the University of Warsaw. In second half of 1980s, he studied at Columbia University Business School in New York as a participant of the Fulbright Program. Starting in 1991, he chaired the Management Board of Bank Handlowy S.A. (currently Citibank Group) for nearly thirteen years. In 2003, he was appointed the President of the Management Board of PZU Group and held this function for three years. From 2006 to 2010, he worked for J.P Morgan in London, from 2007 as the Managing Director of J.P. Morgan Investment Bank in Central and Eastern Europe. Cezary Stypułkowski was also a member of the International Advisory Board for Deutsche Bank Management Board, INSEAD International Advisory Board and the Geneva Association. Since 2012, co-chair of the Emerging Markets Advisory Council of the Institute of International Finance in Washington (IFF).
Mr Stypułkowski was appointed the President of the Management Board of mBank S.A. on August 2, 2010. He has been acting as the President of the Management Board of the bank as of October 1, 2010. The Polish Financial Supervision Authority approved his appointment on October 27, 2010.
Mr Bock graduated from the Technical University in Karlsruhe (Germany) with specialisation in financial engineering and IT.
During his professional career, Frank Bock gained considerable experience in the scope of risk and treasury management in numerous institutions in Germany, the USA (New York) and Great Britain (London). Starting from the beginning of 2009, Frank Bock was the Managing Director for Treasury at Commerzbank AG. His duties included asset and liability management, market risk management and liquidity management at Commerzbank in Central and Eastern Europe, as well as functional support in strategic subsidiaries of Commerzbank: Comdirect, Commerz Real and mBank. Previously, as the Asset and Liability Management Director in Group Capital and Treasury Management of Dresdner Bank AG in Frankfurt, he was responsible for the management of market risk and liquidity portfolio. Prior to joining Dresdner Bank, Mr Bock worked for WestLB AG in Düsseldorf as Credit Treasury Head in Group Treasury and was a senior manager for risk management.
Vice-President of the Management Board of mBank S.A., Head of Financial Markets since May 1, 2017.
Mr Böger studied in Frankfurt and San Diego, graduated from the Frankfurt School of Finance & Management and holds the CFA certificate.
He started his professional career in HypoVereinsbank in Munich in 1994, where he headed the team responsible for assets and liability management and capital advisory. Since 2003, Andreas Böger worked in Deutsche Bank in Frankfurt.
In 2007-2013, he was a managing director of Global Capital Markets and Capital Solutions Europe & CEEMEA at Deutsche Bank in London. Mr Andreas Böger joined Commerzbank in 2013. Prior to taking up the position at mBank, he managed the corporate finance division within Commerzbank’s Group Development and Strategy.
Vice-President of the Management Board of mBank S.A., Chief Financial Officer since July 1, 2017.
Mr Dąbrowski graduated from Warsaw University of Technology, Faculty of Electronics and Information Technology. In 2011, he completed the Executive MBA programme at the University of Warsaw and the University of Illinois.
In 1995-2003, he worked in the Internet and telecommunications industry for Polska Online and TDC Internet, where he was responsible for the development of hosting systems and services. In 2004-2011, as the head of the Software Development Department, he co-created the Polish service centre of F. Hoffman-La Roche. In the following years, as the CTO of Allegro Group, Krzysztof Dąbrowski supervised one of the biggest agile transformations in the region. Since 2014, he performed the function of the managing director for IT and technology at mBank.
Vice-President of the Management Board of mBank S.A., Head of Operations and IT since April 1, 2017.
Lidia Jabłonowska-Luba graduated from the Mathematics Institute of the University of Gdańsk. From 1994 to 2001, Ms Jabłonowska-Luba was Vice-President of Schroder Salomon Smith Barney Poland, where she advised financial institutions on M&A and public equity transactions. In 2002, Lidia Jabłonowska-Luba joined Citigroup in Poland, first as the Head of Financial Institutions & Public Sector Division and since November 2003 as the Member of the Management Board in charge of finance and operational risk management, capital management and implementation of the New Capital Accord. From 2008 to 2010, she served as the Vice-President of the Management Board of Kredyt Bank acting as Chief Finance and Risk Officer. She was also the Advisor to the CEO of Warta S.A. and TUnŻ Warta S.A. From 2010 to 2012, Lidia Jabłonowska-Luba was the Senior General Manager at KBC Group in Brussels, where she was responsible for managing all risk types in the group, including model development and valuation, risk policies and procedures, risk support for business decisions, supervision and reporting, ICAAP and ORSA processes, capital adequacy policy and technological support for risk management. Additionally, Lidia Jabłonowska-Luba held the position of the Vice-Chairwoman of the Group Risk Management Committee and also served as a member of the Group Risk and Capital Oversight Committee and ALCO at KBC Group.
Vice-President of the Management Board of mBank S.A., Chief Risk Officer since April 12, 2013.
Mr Kocik graduated from the University of Łódź with a degree in Banking and Finance. In 2015, he completed the Advanced Management Program (AMP 189) at Harvard Business School. Holder of a securities broker license. From 1994 to 1996, Cezary Kocik was employed with the Brokerage House of Bank PBG as a securities broker. Starting in 1996, he worked for Bank PBG in the investment banking, debt collection and restructuring divisions. In 1999, Mr Kocik was employed with the debt collection and loan restructuring department of Bank Pekao S.A. Since 2000 he was director of a Pekao Branch in Łódź.
He has been shaping mBank’s retail banking since 2004: first in the retail credit risk area, then in the sales and business processes area, contributing to successful implementation of CRM system and substantially improving the effectiveness of key sales processes in direct channels.
Vice-President of the Management Board of mBank S.A., Head of Retail Banking since April 1, 2012.
Adam Pers graduated from the Faculty of Economics of the Academy of Economics in Poznań. In 2008, he completed an MBA programme organised by SGH Warsaw School of Economics. He gained expertise in the field of banking both at university and in three institutions operating on the Polish market. He commenced his professional career as an intern in Wielkopolski Bank Kredytowy S.A., then he worked in Raiffeisen Bank Polska S.A. Group for many years, at first in back office, then in corporate banking and finally in the financial markets area. He was responsible for strategic projects concerning the reshaping of the dealing room and for one of the pillars of the bank’s strategy and during the financial crisis, as the operational committee member, he was responsible for the bank’s liquidity. In RBI Group, he was awarded the TOP Performer and Leader of the Year title. He joined BRE Bank/mBank Group in 2012, where at first he was responsible for restructuring in the area of the financial markets sales. Then, as a managing director he also supervised the integration of the area of cooperation with financial institutions and finally, the integration with the trading area.
Vice-President of the Management Board of mBank S.A., Head of Corporate and Investment Banking since October 26, 2017.
Powers and procedures of the Management Board
The Members of the Management Board are jointly liable for the overall operations 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: Andreas Böger)
- Capital Management Committee (chairperson: Andreas Böger)
- Data Quality and IT Systems Development Committee (chairperson: Andreas Böger)
- Assets and Liabilities Management Committee of mBank Group (chairperson: Frank Bock)
- Balance Sheet Management Committee (chairperson: Frank Bock)
- Foreign Branch Supervision Committee of mBank S.A. (chairperson: Cezary Kocik)
- Credit Committee of 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)
- Model Risk Committee (chairperson: Lidia Jabłonowska-Luba)
- Investment Banking Committee (chairperson: Lidia Jabłonowska-Luba)
- IT Architecture Committee of mBank Group (chairperson: Krzysztof Dąbrowski).
The Management Board manages the bank’s business, represents the bank and defines the guidelines for the bank’s operations, 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 operations and related risks as well as risk management methods.
The Management Board operates pursuant to its Rules approved by the Supervisory Board. 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.
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.
The “Remuneration Policy for Employees Having a Material Impact on the Risk Profile of mBank S.A.” (“Risk Takers Remuneration Policy”) adopted in 2018 specifies remuneration rules for persons identified as employees having a material impact on the risk profile of the Bank („Risk Takers”) by determining fixed and variable remuneration components.
Total remuneration of the Members of the Management Board includes a fixed and a variable part. For the Members of the Management Board the relation between variable remuneration and fixed remuneration should not exceed 100% of the annual basic remuneration, with the proviso that variable remuneration exceeding 100% (not more than 200%) of the annual basic remuneration is subject to approval by the Annual General Meeting of the Bank.
The basic remuneration of the Members of the Management Board is determined by the Supervisory Board taking into account the following information:
- the resolution of the Management Board on the division of powers between the Members of the Management Board of the bank (with a particular focus on changes in powers),
- long-term results achieved as at the assessment date,
- available internal market data (e.g. internal comparison of mBank Group),
- available external market data (e.g. information on remuneration of management board members of other WSE-listed companies, additional market benchmarks).
A detailed description of the rules of the incentive programmes for the Management Board based on shares is presented in Note 41 of mBank S.A. Group IFRS Consolidated Financial Statements 2019.
On April 12, 2018, the resolution regarding the implementation of the incentive programme and determination of the rules for conducting it, and the resolution regarding the issue of subscription warrants, conditional share capital increase with divestment of the existing shareholders’ pre-emptive right to subscription warrants and shares and amendments to the Company’s bylaws and on applying for the admission of shares to trading on the regulated market and share dematerialisation were adopted at the 31st Annual General Meeting of mBank. The new Incentive Programme replaced two other programmes: the employee programme dated October 27, 2008 and the incentive programme of mBank dated March 14, 2008 for Members of the Management Board. In line with the Incentive Programme dated April 12, 2018, the bank will issue no more than 934,000 ordinary bearer shares with a face value of PLN 4.00 each. In order to grant the rights, the bank will issue 934,000 registered subscription warrants. The Incentive Programme will be implemented until December 31, 2028 or until all shares are taken up, if it happens before that date.
The existing programmes are being gradually terminated. No new shares are granted under the 2008 programmes, and the bank only meets its obligations arising from deferred tranches under these programmes.
Warrants are offered to the group of Risk Takers, composed of Members of the Management Board of mBank and mBank Group’s subsidiaries and selected employees of mBank.
The bonus of a Management Board Member is paid in the following way:
paid in five equal tranches in the five subsequent calendar years: 50% of each tranche is paid in cash in the month following the month of the AGM of mBank which approved the consolidated financial statements of mBank Group for the previous calendar year, but not later than by 31 July of the year in which the AGM of the bank was held; 50% is granted in the form of subscription warrants issued not earlier than after the lapse of 12 months from the AGM which approved the consolidated financial statements of mBank Group for the previous calendar year. The value of one subscription warrant equals the average market price minus PLN 4.00.
The bonus amount granted to a Risk Taker for a given calendar year is calculated individually for this Risk Taker and depends on the amount of the bonus pool. Bonuses are calculated on the basis of economic profit.
The remuneration of the Members of the Management Board in 2018-2019 is presented in the following tables.
|Remuneration paid in 2019 (in PLN)|
|Basic remuneration||Other benefits||Bonus for 2018||Deferred bonus1|
|Remuneration paid in 2019 (in PLN)|
|Other benefits||Deferred bonus1|
|Remuneration of former Members of the Management Board who ceased to perform their functions in 2017|
|Remuneration of former Members of the Management Board who ceased to perform their functions in 2016|
|Remuneration paid in 2018 (in PLN)|
|Basic remuneration||Other benefits||Bonus for 2017||Deferred bonus1|
|Remuneration paid in 2018 (in PLN)|
|Basic remuneration||Other benefits||Bonus for 2017||Deferred bonus1|
|Remuneration of former Members of the Management Board who ceased to perform their functions in 2017|
|Remuneration of former Members of the Management Board who ceased to perform their functions in 2016|
The bank’s shares held by the Members of the Management Board:
As at 31 December 2019, the bank shares were held by five Members of the Management Board: Cezary Stypułkowski – 21,249 shares, Frank Bock – 334 shares, Andreas Böger – 270 shares, Krzysztof Dąbrowski – 1 000 shares and Cezary Kocik 1,040 shares.
For comparison, as at 31 December 2018, the bank shares were held by four Members of the Management Board: Cezary Stypułkowski – 19 384 shares, Frank Bock – 223 shares, Andreas Böger – 180 shares and Krzysztof Dąbrowski – 1,630 shares.
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 mBank, the Code of Commercial Partnerships and Companies, and the Banking Law Act.
The By-laws 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. 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. The term of a Member of the Supervisory Board so elected expires on the expiration of the term of the other Members of the Supervisory Board. Appointment of Supervisory Board Members in the course of the joint term of office of the Supervisory Board must be approved by the next General Meeting.
Members of the Supervisory Board should possess knowledge, skills and experience adequate for fulfilling their function and duties entrusted to them and should guarantee proper fulfilment of these duties. At least half of all Supervisory Board Members, including the Chairperson, shall hold Polish citizenship, permanently reside in Poland, speak Polish and have experience on the Polish market which can be used while supervising the bank’s operations. Pursuant to the statutory requirement, at least two Supervisory Board Members are independent. The independence criteria of a Supervisory Board Member are stipulated in the mandatory provisions of law.
As at the end of 2019, the composition of mBank’s Supervisory Board was as follows:
- Maciej Leśny – Chairman of the Supervisory Board
- Stephan Engels – Deputy Chairman of the Supervisory Board – he resigned as at December 31, 2019.
- Tomasz Bieske – Member of the Supervisory Board
- Marcus Chromik – Member of the Supervisory Board
- Mirosław Godlewski – Member of the Supervisory Board
- Jörg Hessenmüller – Member of the Supervisory Board
- Gurjinder Singh Johal – Member of the Supervisory Board
- Michael Mandel – Member of the Supervisory Board
- Teresa Mokrysz – Member of the Supervisory Board
- Agnieszka Słomka-Gołębiowska – Member of the Supervisory Board
Changes which have taken place since the election of the Supervisory Board by the 30th AGM of mBank held on March 30, 2017 are discussed below.
Thorsten Kanzler resigned from mBank’s Supervisory Board and from the Supervisory Board Risk Committee as at September 23, 2018. By way of a resolution of mBank’s Supervisory Board, Gurjinder Singh Johal was elected as a new Member of the Supervisory Board of mBank as at September 24, 2018 until the end of the current term of office of the Supervisory Board.
Dr. Janusz Fiszer, Member of the Supervisory Board and the Audit Committee, died on September 2, 2019.
On September 19, 2019, dr. Andre Carls resigned from the Supervisory Board, the Executive and Nomination Committee, the Remuneration Committee, and the Audit Committee with effect on September 30, 2019.
On December 5, 2019, Stephan Engels resigned from the Supervisory Board, the Executive and Nomination Committee, and the Remuneration Committee with effect on December 31, 2019.
Detailed information on mBank Supervisory Board Members, who performed their functions as at the end of 2019, is presented in the table below.
Maciej Leśny graduated from the Faculty of Economic Sciences at Warsaw University in 1969. During his professional career, Maciej Leśny worked for 6 years in the shipbuilding industry in Gdańsk and 8 years for Zakłady Elektronicznej Techniki Obliczeniowej. For more than 22 years, he worked in the central state administration, including 8 years in the position of Undersecretary of State: in the Ministry of Foreign Economic Co-operation; the Ministry of Economy; the Ministry of Economy, Labour and Social Policy; and finally in the Ministry of Infrastructure.
He completed a post-graduate course and training courses at universities in the USA: Michigan University (Business School of Administration) and De Paul University (Chicago). In 1992-1993, as a holder of scholarship granted by the US government, Maciej Leśny studied at the American University in Washington, DC. During his scholarship time, he took part in a four-month internship at the World Bank and completed a privatization training course at the International Monetary Fund.
From March 1994 to 1998, Maciej Leśny was the Chairman of the Supervisory Board of mBank (formerly BRE Bank). Then, until December 2001, he was a Member of the Supervisory Board. In 2004, Maciej Leśny was re-elected as the Chairman of the Supervisory Board.
Mr Engels is a graduate of the University of St. Gallen in Switzerland. In the period of 1988-1993, he worked at Daimler-Benz AG’s Internal Audit Department. Afterwards he headed the Regional Controlling (Europe) at debis AG for three years. From 1996 to 2000, he served as the Chief Financial Officer at debis AirFinance B.V. In 2000, Mr Engels joined DaimlerChrysler Bank AG as the Member of the Board for Credit, and then CFO and IT. In 2003, he took the position of the Member of the Board for Finance, Controlling, Risk Management & Strategy at DaimlerChrysler Services AG. From 2007 to 2012, he was a Member of the Executive Committee of Mercedes-Benz Car Group for Finance & Controlling and the Head of Management Group Controlling at Daimler AG.
On April 1, 2012 he was appointed Member of the Board, Chief Financial Officer at Commerzbank AG.
Mr Bieske studied economy at the University of Cologne. He worked in Dresdner Bank’s head office in Frankfurt for six years. In 1990, Tomasz Bieske co-founded Arthur Andersen in Poland and became a partner and the Head of Financial Markets Group responsible for cooperation with financial sector clients. He continued his career path at Ernst & Young as the director of the Financial Markets Group, Audit and Business Advisory. He participated in the majority of the key projects in the financial services sector including preparation of public offerings of PKO BP S.A. and Kredyt Bank S.A. as well as audits of financial statements of the National Bank of Poland, PKO BP S.A., Pekao S.A., Getin Holding and a number of other banks. He managed many advisory projects in the banking sector.
Since 2011, he has been participating in the work of the committee for legal and business regulatory changes of the cooperative banking sector and closely cooperating with the Polish Bank Association (Związek Banków Polskich) and the National Association of Cooperative Banks (Krajowy Związek Banków Spółdzielczych). Tomasz Bieske has professional qualifications of a Polish statutory auditor. Until June 30, 2013, he worked for Ernst & Young.
Marcus Chromik studied physics in Göttingen, Kiel and Munich. He also engaged in scientific research at Michigan State University. Mr Chromik holds a PhD in nuclear physics.
He started his professional career with McKinsey & Company in 2001. In 2004, he joined Postbank Group, where he held various executive positions, being responsible for, among others, new share issues and syndication, liquidity management and Credit Treasury. Later he served as the Chief Market Risk Officer in Commerzbank’s markets and corporates segment for more than three years, where he was responsible for market and liquidity risk management. As of 2012, Marcus Chromik became Divisional Board Member, Chief Credit Risk Officer at Commerzbank.
On January 1, 2016, he was appointed Member of the Board of Managing Directors at Commerzbank AG, Chief Risk Officer.
Mirosław Godlewski completed the MBA programme at Warsaw University of Technology, the MBA programme at Ashridge Management College and Harvard Business School Advanced Management Program.
He is the Executive Chairman of Apteki Gemini, Senior Advisor at BCG, a Member of the Supervisory Board of Celon Pharma S.A., a Member of the Supervisory Board of Netia S.A. and the so-called “Angel Investor” at Hedgehog Fund.
Mr Godlewski was a member of the Supervisory Board at ABC Data SA and a member of the Nomination and Remuneration Committee. In 2007-2014, he was the President and CEO of Netia S.A. He also held executive positions with Opoczno S.A., Pepsi Cola General Bottlers-Polska Sp. z o.o., DEC Sp. z o.o. and MEMRB Polska.
Jörg Hessenmüller graduated from Hochschule für Bankwirtschaft in Frankfurt am Main in 1997 and was awarded the title of Master in Management (Diplom–Betriebswirt (FH)). From 1989 to 2009, he worked for Dresdner Bank, holding the position of, among others, Head of Financial Control responsible for London, New York, Moscow, Sao Paulo and Asia. In 2009, Mr Hessenmüller was appointed Managing Director in Commerzbank Group and worked as Head of Investment Banking Finance, Group Finance. From April 2012 to June 2016, he was the Member of the Management Board of mBank S.A., Chief Financial Officer.
From July 2016, Jörg Hessenmüller worked as the Divisional Board Member for the Group division Digital Transformation & Strategy. On December 5, 2018, Jörg Hessenmüller was appointed to the Board of Managing Directors of Commerzbank AG as the Chief Operating Officer responsible for, among others, Commerzbank Group growth and strategy, digital transformation and IT, organisation, and security, with effect from January 15, 2019.
Gurjinder Singh Johal graduated with a degree in Business & Finance from the University of East London (UEL) in 1994. In addition he completed managerial studies at Said Business School.
He started his career at Standard Bank London in 1995 before moving to Commerzbank in 2007. He initially assumed responsibility for the Emerging Markets & Credit Derivatives segment. From 2011 he headed the Global Credit Trading desk.
In 2016-2018 Gurjinder Singh Johal was Divisional Board Member and Head of Group Market Risk Management at Commerzbank. In October 2018, Gurjinder Singh Johal was appointed the Divisional Board Member responsible for Group Treasury of Commerzbank AG.
He is a graduate of Business Administration at the University of Münster. Between 1986 and 2000, he worked for Dresdner Bank AG, where he was responsible for private banking. In the years 2000-2002, he was a consultant in McKinsey & Company consulting company.
Since 2002, he has worked for Commerzbank AG, first as the Head of Business Development for the Private Customer Segment, and then the Group Manager for Private and Business Customers. In 2008, he was appointed CEO of Comdirect Bank AG. Since 2010, he has served as the Divisional Board Member for Private Customers at Commerzbank AG. In May 2016, Michael Mandel was appointed the Member of the Board of Managing Directors at Commerzbank AG responsible for the segment of “Private and Business Customers”.
Teresa Mokrysz graduated from the Academy of Economics (now the University of Economics) in Katowice (1978). In 1990, she created the Mokate brand, one of the most recognisable Polish brands in the world. She transformed a small family-run company into an international business. As one of the owners, Teresa Mokrysz runs eight Mokate enterprises headquartered in Poland and in other countries of Central Europe. She built production plants in the Polish towns of Żory and Ustroń from scratch and expanded a production plant near Prague (producing coffee, tea and intermediate products for the food industry). She has successfully launched her products in several dozen countries on all the continents.
In 2000, the International Association of Women Entrepreneurs from Los Angeles awarded her the title of the “Most Entrepreneurial Woman in the World”. Moreover, Teresa Mokrysz received a number of prestigious awards in Poland and abroad, including the “Leader of the Decade” title granted by Gazeta Wyborcza, and the “Success of the Decade” title granted by the Businessman Magazine. She funds scholarships for talented and underprivileged young people and provides financial support to health care institutions, nursing care homes, orphanages and schools.
At the meeting of the Executive and Nomination Committee of the Supervisory Board held on December 12, 2019, Teresa Mokrysz announced that she would not run for another term as a Supervisory Board Member in 2020.
Agnieszka Słomka-Gołębiowska holds PhD in economics. She is a graduate of Warsaw School of Economics specializing in finance and banking and completed the MBA programme of the French Institute of Management (IFG). She obtained her PhD degree at Warsaw School of Economics (SGH). Agnieszka Słomka-Gołębiowska works as a lecturer at Warsaw School of Economics and she conducts research into corporate governance. She attended several Executive Education courses, e.g. the IESE-Harvard Business School programme.
From 2006 to 2009, she was the Director in the Industrial Development Agency responsible for corporate governance, and before that, a consultant for private and state-controlled companies at Arthur Andersen. Since 2006, she has been a member of supervisory boards. Agnieszka Słomka-Gołębiowska was a holder of the Alexander von Humboldt Fellowship at the University of Münster and the Polish-American Fulbright Fellowship at the University of California, Berkeley. She was also a visiting scholar at universities in Cambridge (MIT), Tucson (UOA), Münster, Copenhagen (CBS), Birmingham (BBS), Berlin (HSoG), Genoa (UoG – Law School), Vienna (WU) and Florence (UniFi). She is the author of many publications on corporate governance.
As at December 31, 2019, there were three independent Supervisory Board Members: Tomasz Bieske, Mirosław Godlewski and Agnieszka Słomka-Gołębiowska. Maciej Leśny and Teresa Mokrysz did not meet the independence criterion due to the fact that they have been sitting on the Supervisory Board for over twelve years. Marcus Chromik, Stephan Engels, Jörg Hessenmüller, Gurjinder Singh Johal, and Michael Mandel were 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 include, in particular, the following matters:
- Exercising supervision over the implementation and operation of an adequate and effective risk management system and internal control system in the bank,
- 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 adopted 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 and the internal control 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 methods and effectiveness of risk management;
- Preparing a concise assessment of the position of the bank to be presented to the Annual General Meeting and attached to the annual report of the bank for the previous financial year.
- Approving the bank’s annual financial plans, multi-year growth plans, as well as the strategy of the bank and the rules of prudent and stable management of the bank;
- Reviewing any motions and matters which are subject to resolutions of the General Meeting, including draft resolutions of the General Meeting; the Supervisory Board prepares justifications for draft resolutions to be presented to the General Meeting for approval;
- Issuing and approving rules provided for in the By-laws of mBank;
- Appointing and dismissing the President of the Management Board, the Vice-Presidents of the Management Board and other Members of the Management Board subject to the procedures laid down in the Banking Law Act and other generally applicable laws;
- Defining the terms of contracts and remuneration of the Management Board;
- Authorizing the Chairperson of the Supervisory Board to represent mBank in agreements with the Management Board Members, including the conclusion of management contracts with Management Board Members;
- Receiving, in advance, information on creating, acquiring, closing and managing branches, permanent representations and parts of the enterprise, and initiating and terminating undertakings and fields of operations;
- Approving conclusion or amendment of any significant contract or agreement with the Members of the Management Board or the Supervisory Board;
- Approving conclusion, amendment or termination of any significant affiliation or co-operation agreements;
- Receiving information on the expected deviations from the annual budget;
- Analysing reports of the Internal Audit Department Director received at least once per year;
- Issuing guidelines for the Management Board Members regarding the level and structure of remuneration for the senior management;
- Approving the policy of variable remuneration components of persons holding managerial positions in mBank;
- Approving the operational risk management strategy developed by the Management Board, assessing implementation of the strategy and, if necessary, commissioning its review;
- Granting the Members of the Management Board of the bank consent to sitting on management or supervisory boards of companies outside mBank Group;
- Granting consent to appointment and dismissal of the directors of the Internal Audit Department and the Compliance Department and approval of their remuneration;
- Approving the organisational rules of the Internal Audit Department and the Compliance Department; and
- Presenting a report on the assessment of the functioning of the bank’s remuneration policy to the Annual General Meeting to allow the Annual General Meeting to assess this policy.
Meetings of the Supervisory Board are convened by the Chairperson of the Supervisory Board on his or her own initiative, or on request of the Management Board, or on request of a Supervisory Board Member, no less frequently than three times a year. All Management Board Members participate in the 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 votes, the Chairperson 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, and entities associated with them.
There are four Supervisory Board Committees: the Executive and Nomination Committee, the Risk Committee, the Audit Committee, and the Remuneration Committee. In addition, the Supervisory Board has set up a Working Group for IT, which holds regular meetings.
Members of the Committees as at the end of 2019 are presented below.
|Executive and Nomination Committee||Risk Committee||Audit Committee||Remuneration Committee|
|Jörg Hessenmüller – Chairman||Marcus Chromik – Chairman||Tomasz Bieske – Chairman||Stephan Engels – Chairman1|
|Stephan Engels – Member1||Mirosław Godlewski – Member||Jörg Hessenmüller – Member||Tomasz Bieske – Member|
|Maciej Leśny – Member||Gurjinder Singh Johal – Member||Agnieszka Słomka-Gołębiowska – Member||Maciej Leśny – Member|
|Teresa Mokrysz – Member||Agnieszka Słomka-Gołębiowska – Member|
The tasks of the Executive and Nomination Committee involve, in particular, exercising regular supervision over the bank’s activity 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 usufruct rights or interests in real estate, shares in companies and partnerships, and other fixed assets if the value of a 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 bankruptcy proceeding with the possibility to make an arrangement or other settlement with the bank’s debtor or in the case of disposal of assets so acquired. The Committee is also responsible for initial recruitment for the positions of Management Board and Supervisory Board Members of the mBank.
In addition, the Executive and Nomination Committee defines the scope of duties for candidates for the Management Board and the Supervisory Board of the bank and requirements which such persons have to meet to perform their functions. Moreover, the Committee defines the target gender representation ratio for the Management Board and the Supervisory Board of the bank and develops a diversity policy to facilitate the achievement of the target ratio. The Committee performs periodic assessments of the structure, size, composition, and operational effectiveness of the Management Board at least once a year and recommends changes in this respect to the Supervisory Board.
The Audit Committee issues opinions concerning the selection of a statutory auditor by the General Meeting, recommends the Supervisory Board to approve or reject financial statements, develops the policy and procedures for the selection of an external auditor and provision of other permitted services by the auditor, monitors the financial reporting process as well as the effectiveness of internal control systems, risk management systems and internal audit, and recommends the Supervisory Board to grant or refuse consent to appointment/dismissal of the head of the Internal Audit Department and the head of the Compliance Department. Moreover, the Audit Committee presents the Supervisory Board with the opinion on the annual assessment of adequacy and effectiveness of the control function, the Compliance Department and the Internal Audit Department, recommends the Supervisory Board to approve or reject the principles of mBank’s information policy concerning capital adequacy and recommends the Supervisory Board to approve or reject mBank’s compliance policy and annual report on compliance risk management in the bank.
Pursuant to the Rules of the Supervisory Board, the Audit Committee is composed of at least three members, whereas at least one of the Audit Committee members has to possess knowledge and skills in the scope of accounting or financial statements audit. The Rules of the Audit Committee of the Supervisory Board stipulate that the majority of the Audit Committee members, including its Chairperson, have to be independent.
As at the end of 2019 the Audit Committee was composed of three members. The members who have knowledge and skills in the scope of accounting and financial statements audit include: Tomasz Bieske – the Committee Chairman and Jörg Hessenmüller – the Committee Member.
Tomasz Bieske and Agnieszka Słomka-Gołębiowska meet the independence criteria. The independence criteria are specified in Article 129 of the Act of May 11, 2017 on Statutory Auditors, Audit Firms and Public Oversight.
All the members of the Audit Committee have vast knowledge in the sphere of banking:
- Tomasz Bieske – a certified auditor for financial statements audit, a long-term employee of Arthur Andersen Polska and Ernst & Young Polska;
- Jörg Hessenmüller – a long-term member of mBank’s Management Board, Chief Financial Officer (CFO), member of the Board of Managing Directors of Commerzbank AG;
- Agnieszka Słomka-Gołębiowska – PhD in economics, a graduate of Warsaw School of Economics specialising in finance and banking and the MBA programme of the French Institute of Management (IFG). She is the author of many publications on corporate governance.
The Audit Committee recommends a statutory auditor to audit the financial statements of mBank S.A. and the consolidated financial statements of mBank S.A. Group to the Supervisory Board. The statutory auditor is elected by the AGM based on a recommendation submitted by the Supervisory Board. The recommendation is prepared in accordance with an election procedure which takes into account the applicable laws. The procedure for selecting an audit firm to audit mBank’s financial statements approved by the Audit Committee in 2018 meets the requirements of Article 16 (2) of Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of financial statements of public-interest entities.
The policy for selecting an audit firm in mBank S.A. approved by the Audit Committee meets the requirements of the Act of May 11, 2017 on Statutory Auditors, Audit Firms and Public Oversight and Regulation No. 537/2014 of the European Parliament and of the Council of 16 April 2014 (Regulation No. 537/2014). The policy incorporates the principle regarding the rotation of statutory auditors. The duration of total uninterrupted statutory audit engagements referred to in Article 17 (1) paragraph 2 of Regulation (EU) No. 537/2014 carried out by the same audit firm or an audit firm related to this audit firm, or any member of the network operating within the European Union to which these audit firms belong, must not exceed five years. The key statutory auditor may carry out a statutory audit again in the bank after at least three years of the completion of the last statutory audit. In the case of a statutory audit, the first agreement on statutory audit is concluded with an audit firm for the period not shorter than two years with an option to extend it for another two-year period.
The policy on the performance of permitted non-audit services in mBank S.A. by the audit firm carrying out the audit, by entities related to the audit firm and by a member of an audit firm network approved by the Audit Committee meets the requirements of the Act on Statutory Auditors, Audit Firms and Public Oversight and Regulation No. 537/2014.
Pursuant to the policy on the performance of permitted non-audit services in mBank S.A. by the audit firm carrying out the audit, by entities related to the audit firm and by a member of an audit firm network, a statutory auditor or an audit firm carrying out the statutory audit, or any member of the network to which the statutory auditor or the audit firm belongs, do not directly or indirectly provide to the audited entity, to its parent undertaking or to its controlled undertakings within the Union:
- any prohibited non-audit services in the period between the beginning of the period audited and the issuing of the audit report;
- any services that consist in designing and implementing internal control or risk management procedures related to the preparation and/or control of financial information or designing and implementing financial information technology systems.
Under Article 136 of the Act on Statutory Auditors, prohibited services do not include the following:
- services that consist in:
- conducting due diligence procedures with regard to economic and financial condition,
- issuing comfort letters in connection with prospectuses issued by the audited entity, in accordance with the national standard of related services and by means of agreed procedures,
- assurance services with regard to pro forma financial information, forecasts of results or estimated results, published in the prospectus issued by the audited entity,
- examination of historical financial information of the prospectus,
- verification of consolidation packages,
- confirmation of fulfilment of conditions of the concluded loan contracts on the basis of analysis of financial information coming from financial statements audited by a given audit firm,
- assurance services in reporting concerning corporate governance, risk management and corporate social responsibility,
- services consisting in the assessment of compliance of information revealed by financial institutions and investment companies with the requirements for disclosing information concerning capital adequacy and variable remuneration components,
- certification concerning financial statements or other financial information for supervision bodies, the supervisory board or another supervisory authority of the company, or owners, exceeding the scope of the statutory audit, to help these authorities to perform their statutory duties.
Provision of the said services is possible only in the scope not related to the tax policy of the bank, after the Audit Committee evaluates hazards and safeguards for the independence.
The audit firm auditing the financial statements of mBank and mBank Group provided the permitted non-audit services to mBank. Therefore, the Audit Committee each time assessed the independence of the audit firm and granted its consent to the provision of the services.
The Audit Committee held 4 meetings in 2019.
The Risk Committee has, among others, the following tasks: exercising permanent supervision over credit risk, market risk, liquidity risk and non-financial risks, including operational 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. The Committee discusses matters related to corporate, financial markets, and retail portfolio risk. In addition, the Committee discusses non-financial risks, such as cyber risk, reputational risk, and legal issues.
Moreover, the Risk Committee provides the Supervisory Board with recommendations for approval or rejection of transactions, provided for in the Banking Law, concluded 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 Risk Committee is also responsible for recommending the Supervisory Board to approve or reject strategies and policies created by the Management Board, issuing opinions on the bank’s current and future readiness to take risk and issuing opinions on the strategy of risk management in the bank’s operating activity prepared by the bank’s Management Board and information on the strategy implementation submitted by the Management Board.
The tasks of the Remuneration Committee include among others: reviewing issues related to the remuneration principles and amounts of remuneration paid to the Members of the Management Board, setting the remuneration levels, presenting opinions concerning approval for Members of the Management Board of mBank to engage in competing 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 on variable components of remuneration paid to persons holding managerial positions at the bank. In addition, the Committee monitors the level and structure of senior management remuneration, issues opinions and monitors the remuneration policy adopted by mBank and assists the bank’s bodies in matters regarding development and implementation of this policy.
All standing committees of the Supervisory Board make reports on their activity in the past reporting year available to the shareholders. The aforesaid reports are appended to the set of materials for the Annual General Meeting and can be found on mBank’s website.
The amount of monthly remuneration of the Members of the Supervisory Board was set in Resolution No. 50 regarding the remuneration rules for the Members of the Supervisory Board of mBank S.A. adopted by the 30th Annual General Meeting of mBank S.A. held on March 30, 2017. 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 the participation in standing committees of the Supervisory Board: 50% of monthly remuneration of a Supervisory Board Member for the first committee and 25% for participating in another committee. No additional remuneration is paid to a Member of the Supervisory Board who sits on three or more Standing Committees of the Supervisory Board. However, a Supervisory Board Member performing the function of the Chairperson of the Audit Committee of the Supervisory Board of the bank is entitled to additional remuneration equal to 80% of the sum of remuneration he or she is paid.
The remuneration of the Supervisory Board for 2018-2019 is presented in the table below.
|Remuneration paid in 2019
|Remuneration paid in 2018
|7.||Gurjinder Singh Johal||216,000||54,000|
Activity of the Supervisory Board in 2019
The Supervisory Board held six meetings and adopted 72 resolutions in 2019. The resolutions covered all areas of the bank’s operation and were consistent with the scope of supervisory functions specified in generally applicable laws, the Banking Law, PFSA recommendations, corporate governance principles, and mBank’s By-laws and the Rules of the Supervisory Board.
At its meetings in 2019, the Supervisory Board discussed and assessed the current results of mBank Group and individual business lines taking into account the financial plan. The Supervisory Board also discussed and accepted other detailed reports required by the law concerning different areas of the bank’s activity, including, i.a., regular risk, compliance, audit, bancassurance and IT security reports. At its meeting on December 12, 2019, the Supervisory Board approved the “mBank Group Strategy for 2020-2023 – Growth fuelled by our clients”.
During their regular meetings in 2019, the Supervisory Board Committees discussed in detail the key issues concerning individual areas of the bank’s activity, which, pursuant to the applicable regulations, must be approved by the Supervisory Board.
Attendance of the Supervisory Board Members at Supervisory Board meetings in 2019 is presented in the table below.
|Andre Carls (Supervisory Board Member until September 30, 2019)||4/4|
|Janusz Fiszer (Supervisory Board Member until September 2, 2019)||4/4|
|Gurjinder Singh Johal||3/6|