Governing bodies of the Bank

The Bank’s Audit Committee is responsible for supporting the Supervisory Board in monitoring of financial information reliability, monitoring of internal control system effectiveness, monitoring of external audit function as well as ensuring effectiveness of the Bank’s internal audit function by supervising activities of the Internal Audit Line, ensuring flow of information and efficient cooperation between external auditor (certified auditor), internal audit and the Supervisory Board and preparing annual reports on activities of the Committee, including assessment of risk in areas being subject to Committee’s supervision, undertaken actions and their results.

The Committee’s meetings are held depending on the needs arising from the performed tasks, including each time prior to the publication of the Bank’s financial results and reports, at least four times a year. In 2019, the Committee held 6 meetings and made 5 votings by circulation / in writing.

The Audit Committee is composed of at least three Supervisory Board members, including two independent members of the Supervisory Board.

In accordance with its powers, in 2019, the Committee analysed, i.a., financial statements of the Bank and the Group for 2018, 1st and 3rd quarter interim financial statements for 2019, the financial statement for the first half of 2019, operation plans of the Internal Audit Line and Compliance Line, information on monitored recommendations and the implementation of the instructions of the Polish Financial Supervision Authority, reports on the activities of the Internal Audit Line and Compliance Line, reports on performance of audit and compliance functions in the Brokerage Office, report on performance of compliance function in Custody Services and reports regarding the effectiveness assessment of internal control mechanisms and processes. The Committee approved Rules of conduct regarding disclosure and exchange of information between PFSA, audit company, certified auditor and compliance unit and other units responsible for the control mechanisms within internal control system in BNP Paribas Bank Polska S.A.

In addition, the Committee approved audit and non-audit (i.e. tax and accounting advisory) services provided to the Bank by an entity authorized to audit financial statements, monitored compliance with the principle of independence and objectivity of the external auditor and the entity authorized to audit financial statements. It also supervised the work performed by external auditors.

In 2019 the Audit Committee, acting on the basis of provisions of the Policy of selecting an audit firm performed oversight on the selection of the certified auditor to audit the annual separate and consolidated financial statements for years 2020-2021.

The Risk Committee’s responsibility is to support the Supervisory Board in its fulfilment of supervisory duties in the risk management area, particularly including: providing opinion on the Bank’s current and future ability to take risk, providing opinion on the risk management strategy in the Bank’s operations prepared by the Management Board and on information from the Management Board concerning execution of this strategy, supporting the Supervisory Board in supervision over implementation of risk management strategy in the Bank by executive employees, verifying whether prices of liabilities and assets offered to clients reflect in full the business model of the Bank and its risk strategy, and where these prices do not adequately reflect the risks in accordance with the model and strategy – presenting to the Management Board recommendations on how to ensure the adequacy of prices of liabilities and assets with these risk categories.

The Committee is composed of at least three members of the Supervisory Board.

The Committee’s meetings are held with the frequency necessary to effectively fulfil its mission, at least semi-annually, on dates determined beforehand by the Chairman.

In 2019, the Committee held 4 meetings.

In fulfilment of its duties in 2019, the Committee discussed, i.a.,: credit and operational risk dashboard, ALMT risk dashboard as well as market, liquidity and counterparty risks and capital requirements information, changes to the Risk Management Strategy of the Bank and Operational Risk Strategy, update od the Bank’s Capital Contingency Plan and risk appetite, changes to the Methodology of the internal capital adequacy assessment process. The Committee discussed also Operational Risk Mapping report and approved tolerance level for the model risk, performed review of the ICAAP and ILAAP processes, discussed Legal Risk reports, Bank’s NPL Strategy and issues regarding “country envelope” and outsourcing risk.

The HR and Remuneration Committee supports the Supervisory Board in the fulfilment of its supervisory duties in the respect of human resource management by monitoring and overseeing key processes, in particular: succession plans, professional development of employees and remuneration policy.

The Committee is composed of at least three members of the Supervisory Board.

The Committee’s meetings are held with the frequency necessary to effectively fulfil its mission, at least semi-annually.

In fulfilment of its duties in 2018, the HR and Remuneration Committee held 4 meetings, during which, i.a. discussed changes in the Management Board composition and changes in the remuneration conditions of the Management Board Members, as well as changes in the Regulation of allocation and payment of variable remuneration components to members of the Management Board of BNP Paribas Bank Polska S.A. The Committee performed the assessment of the level of goals realization by the Management Board Members in the previous year and discussed proposed goals for 2019. In addition, the Committee discussed matters related to the determination of the base amount of variable remuneration of the Management Board members in 2018, confirmation of payment of deferred parts of remuneration for previous years, granting long-term motivational bonus and settlement of Success Fee program related to the tasks performed within the transformation process in 2018.

The task of the Nominations Committee is to support the Supervisory Board in the fulfilment of its duties with respect to assessing qualifications of candidates for members of the Bank’s Management Board as well as the qualifications of candidates for members of the Supervisory Board, defining the scope of duties for candidates, as well as defining requirements as regards the candidates’ knowledge, competences and anticipated commitment in terms of time necessary to perform the function; preparing periodic reviews (at least once a year) as to the structure, size, composition and effectiveness of the Bank’s Management Board, and recommending changes in this respect to the Supervisory Board.

The Committee is composed of at least three members of the Supervisory Board with the appropriate knowledge as well as appropriate competences and experience in the scope of the Bank’s activity in order to be able to properly assess the composition of the Management Board / Supervisory Board, including recommended candidates for vacant positions in the Management Board / Supervisory Board.

The Committee’s meetings are held with the frequency necessary to effectively fulfil its mission, on dates determined beforehand by the Chairman.

In 2019 the Committee held 4 meetings, during which i.a. changes to the Policy on the assessment of the suitability of members of the Supervisory Board, Management Board and key function holders in BNP Paribas Bank Polska S.A. have been discussed. In addition, the Committee performed the assessment of the candidates for the Supervisory Board Member and for the Vice-President of the Management Board and performed the periodic assessment of the individual and collective suitability of the Supervisory Board Members and the Management Board Members.