Functioning of the Management Board
The principles and mode of operation of the Management Board are set forth in the Rules of Procedure of the Management Board of Bank Pekao S.A., approved under Resolution of the Bank's Management Board No. 101/VI/03 of June 3, 2003. With Resolution No. 480/XII/2014 of December 22, 2014 the Bank's Management Board approved new Rules of Procedure of the Management Board. The Rules of Procedure of the Management Board are available on the Bank's website.
The management of the Bank is based on professionalism, reliability and confidentiality. Relations with customers are characterised by reliability and fairness and operations compliant with law. These values are among the principles incorporated in the Code of Conduct and UniCredit Integrity Charter implemented at the Bank.
Each member of the Bank's Management Board is obliged to act in such a way as to further the Bank's interests. According to the Code of Conduct effective at the Bank, each member of the Management Board is expected to be honest and loyal in pursuing the common objectives, and to respect the Bank's resources and use them in a prudent manner.
Moreover, members of the Management Board are prohibited from taking any decisions or actions that would lead to conflicts of interests or that would be incompatible with the Bank's interests or their official duties. A Management Board member is obliged to notify the Supervisory Board of any situation in which a conflict of interests might occur or has occurred.
A Management Board member who becomes aware of any situation where an employee or a representative of a business partner of the Bank demanded any benefits, regardless of their scope and nature, should promptly notify the Supervisory Board of such demand.
The Rules of Procedure of the Management Board specify the issues which require collective consideration by the Management Board. According to the Rules of Procedure, the following issues in particular require collective consideration:
- the Bank's development strategy,
- financial plans, reports on the operations and financial statements of the Bank and its Capital Group,
- proposed distribution of profit (coverage of loss),
- rules for and manner of implementation of: the investment policy, the assets and liabilities management policy, the credit policy, the HR policy, the remuneration policy, the employee benefits policy and the interest rate policy,
- matters relating to purchase, encumbrance and sale of real estate or interests in real estate,
- matters relating to the organisational structure of the Head Office, as well as the establishment and liquidation of the Bank's organizational units,
- adoption of rules for special purpose funds,
- establishment of other companies, joining other companies and disposal of shares (or other equity interests), where a given transaction relates to a long-term strategic investment,
- establishment of associations and foundations and joining associations and foundations,
- matters remitted to the Management Board by the Supervisory Board,
- matters relating to the participation of the Bank's employees in supervisory boards of companies in which the Bank holds equity interests,
- approval and submission of a report on notifications of major abuses to the Supervisory Board.
Furthermore, the Management Board collectively considers all matters which are submitted to the Supervisory Board for consideration, as well as matters submitted by the Bank's Management Board to the General Meeting of Shareholders.
The Management Board is headed by the President, who convenes and presides over its meetings, presents its position to other governing bodies of the Bank and in relations with third parties, in particular with governmental authorities, and issues internal regulations. The President may delegate the authority to issue internal regulations to other persons.
In 2014, the Management Board held 53 meetings and adopted 491 resolutions.