Corporate governance

The Bank is subject to “Principles of Corporate Governance for supervised institutions” of 22 July 2014, issued by the Polish Financial Supervision Authority. The Principles defines internal and external relations of supervised institutions, including relations with the shareholders and Customers, their organisation, functioning of internal control, and key systems and internal functions, and also statutory bodies and the principles of their cooperation. The Principles are available on the website of the Polish Financial Supervision Authority on: https://www.knf.gov.pl/en/MARKET/Regulations_and_practice/Practice.

Principles of Corporate Governance for supervised institutions were adopted by the Bank’s Management Board and Supervisory Board in December 2014 and by the General Shareholders’ Meeting in February 2015.

The Bank’s position with respect to the application of Principles of Corporate Governance for supervised institutions was updated in 2017 and expressed in the Resolution of the Bank’s Management Board dated 26 April 2017, subsequently confirmed by the Supervisory Board on 11 May 2017 and adopted by the General Shareholders’ Meeting on 22 June 2017. The aforementioned position is published on the Bank’s website: https://www.bnpparibas.pl/investor-relations/corporate-governance/principles-of-corporate-governance-for-supervised-institutions.

The Bank’s annual statement on the application of Principles of Corporate Governance for supervised institutions is available in the „Report on the activities of the Supervisory Board of BNP Paribas Bank Polska S.A. and its committees” together with the assessments indicated in Principle II.Z.10 of the Best Practices for WSE Listed Companies 2016 and the assessment of the Bank’s compliance with the „Principles of Corporate Governance for supervised institutions of 22 July 2014 issued by the Polish Financial Supervision Authority”.

Since 1 January 2016, the Bank is subject to the “Best Practices for WSE Listed Companies 2016”, as adopted by the Warsaw Stock Exchange Supervisory Board Resolution No. 26/1413/2015, dated 13 October 2015.

The document of Best Practices for WSE Listed Companies 2016 is available on the Warsaw Stock Exchange website at: https://www.gpw.pl/best-practice.

In its Resolution No. 7/BZ/3/2016 of 20 January 2016, the Bank’s Management Board adopted the principles of corporate governance described in the “Best Practices for WSE Listed Companies 2016”, with individual exceptions.

Pursuant to § 29 par. 3 of the Warsaw Stock Exchange Rules, on 26 January 2016, the Bank published a report on its non-application of some detailed principles described in the “Best Practices for WSE Listed Companies 2016”.

As at 31 December 2020 and as at the date of this annual report, i.e. 26 February 2021:

• Mr Przemysław Gdański – President of the Management Board – held 500 shares of BNP Paribas Bank Polska, which has not changed as compared to the date of submitting the Consolidated interim report for three quarters of 2019, i.e. 10 November 2020,
• other members of the Management Board or Supervisory Board of the Bank did not declare holding any shares of BNP Paribas Bank Polska S.A., and there were no change in this respect from the date of submitting the Consolidated interim report for three quarters of 2020, i.e. 10 November 2020.

General Shareholders’ Meeting of BNP Paribas Bank Polska S.A. is held in accordance with the provisions of the Code of Commercial Companies Code, Banking Law, Act on public offerings and conditions governing the introduction of financial instruments to organized trading and on public companies, Bank’ Statute, Regulation of the General Meeting of BNP Paribas Bank Polska S.A, including the “Best Practices for WSE Listed Companies”.

General Meetings are convened as ordinary or extraordinary general meetings. General Meeting is convened, in a manner defined in the Bank’s Statute, by the Bank’s Management Board or – in cases defined in the Statute – by the Supervisory Board or by a shareholder or shareholders representing jointly at least 1/20 of share capital. General Meeting is convened by an announcement published on the Bank’s website (English version: https://www.bnpparibas.pl/investor-relations/general-meeting). From the date on which the General Meeting is convened, the Bank shall post the draft resolutions and the required information on the Bank’s website in accordance with the provisions of the Commercial Companies Code.

The General Meeting may be held in a manner that allows the shareholders to participate in the General Meeting via electronic means of communication, whereas the course of the General Meeting is broadcast live via the Internet and recorded and published on the BNP Paribas Bank Polska SA website. The above rule was introduced to the Regulations of the General Meeting of BNP Paribas Bank Polska S.A. in 2020, under the provisions of „Best Practices for WSE Listed Companies”.

General Meeting adopts resolutions on matters reserved to its competence, in particular those arising from the abovementioned laws and internal regulations. Draft resolutions are submitted to the General Meeting by the Bank’s Management Board, after opinion of the Supervisory Board.

Votings at the General Meeting are held via electronic vote counting device which ensure that the number of votes cast corresponds with the number of shares held and, in cases of secret voting, eliminates the possibility to identify the manner of voting by the individual shareholder. One vote is attached to each share.

Rights of the BNP Paribas Bank Polska S.A. shareholders and method of their execution are set forth in Regulation of the General Meeting of the Bank and stem from the provisions of the Code of Commercial Companies.

Shareholders’ participation in the General Meeting is connected in particular with the following rights:

• each shareholder may request that a list of shareholders should be sent to him via electronic mail to the indicated electronic mail address. A shareholder has the right to inspect a list of shareholders in the Bank’s registered office and request copy of a list,
• a shareholder may demand that copy of motions regarding matters being on the agenda of the General Meeting should be released to him within one week prior to the date of the General Meeting and request information from the Bank’s Management Board regarding matters being on the agenda of the General Meeting in cases and with exceptions set forth in the Code of Commercial Companies,
• a shareholder may review the book of minutes from the General Meeting and also demand that copies of resolutions certified by the Management Board be released to him,
• shareholder may demand secret voting and appeal against resolutions of the General Meeting in cases set forth in the Code of Commercial Companies,
• a shareholder shall have the right to attend the General Meeting and exercise voting rights in person or by a proxy. The Regulation of the General Meeting also provide the possibility to participate in the General Meeting by means of electronic communication.

A shareholder or shareholders representing jointly at least 1/20 of the Bank’s share capital may request that Extraordinary General Meeting be convened, as well as that certain matters be put on the agenda of this General Meeting.

Any amendment to the Bank’s Statute requires a resolution of the General Shareholders’ Meeting and an entry in the Register of Entrepreneurs of the National Court Register. Amendments to the Statute in respect of the matters specified in article 34.2 of the Banking Law of 29 August 1997 (consolidated text: Journal of Laws of 2016, item 1988, as amended) require consent of the Polish Financial Supervision Authority

The Management Board’s motions which aim to amend the Bank’s Statute and those concerning other matters to be examined by the General Shareholders’ Meeting, should be submitted in advance to the Supervisory Board to provide the opinion.

Resolutions of the General Shareholders’ Meeting to amend the Statute, in particular, change the Bank’s name, registered office, business profile as referred to in § 5 par. 2 of the Statute, increase or reduction of the Bank’s share capital, issue of convertible bond or bond with priority right to acquire shares of the Bank, as well as subscribe warrants, liquidation or dissolution of the Bank, and the sale of all or part of the bank, require the majority of 3/4 of votes cast. A resolution regarding a merger of the Bank with another bank or another credit institution requires 2/3 of votes cast at the General Shareholders’ Meeting (§ 13 par. 2 of the Statute).

In accordance with § 20 par. 1, point 1m) of the Bank’s Statute, immediately after the General Shareholders’ Meeting adopting amendments to the Bank’s Statute has been held, the Supervisory Board shall draft the consolidated text of the Statute and introduce other editorial changes to the Statute, as specified in the relevant resolution of the General Shareholders’ Meeting.

Following the decision taken in January 2020 on issue of subscription warrants and conditional increase of the share capital through the issue of series M shares, The Extraordinary General Meeting of BNP Paribas Bank Polska SA also amended the Bank’s Statute accordingly. A paragraph (§ 29a) was added to the Bank’s Statue which specifies that the Bank’s share capital was conditionally increased by an amount not exceeding PLN 576,000 through the issue of not more than 576,000 series M ordinary bearer shares, indicates the holders of warrants as persons entitled to subscribe for series M shares and the dates for exercising the rights to subscribe for these shares.

A graduate of economics at City College of New York University and management and interpersonal relations at Webster University in Vienna. For nearly 25 years he worked for Citibank as vice-president and in managerial positions, among others in the Bank’s subsidiaries in Japan, Austria, Great Britain and France. He was an independent consultant who participated in the establishment of Citibank in Warsaw. In 1992 he organised the Agricultural and Industrial Bank. Mr. Józef Wancer has long and extensive experience as a member of Management Boards in banks (Raiffeisen Centrobank in Warsaw, Bank BPH, BGŻ) and a member of Supervisory Boards (Powszechny Bank Kredytowy (PBK), Alior Bank). Since September 2013 he has been working for BNP Paribas Bank Polska S.A. (formerly BGŻ), where he served as President of the Management Board and then Chairman of the Supervisory Board. For his outstanding achievements in banking during the transformation period, Mr. Józef Wancer was awarded the Golden Cross of Merit and the Polonia Restituta Order of Poland.

A graduate of Economics at the Warsaw School of Economics, Faculty of Finance and Statistics and post-graduate Advanced European Studies at the College of Europe in Bruges, Belgium. Since the beginning of her nearly 30-year professional career, Ms Lucyna Stańczak-Wuczyńska has been involved in banking. In 1992-1996 she worked at IBP Bank S.A. in corporate banking, then in 1996-1997 in Credit Lyonnais Bank Polska, in corporate finance. In 1997 she became Vice President of the Structured Finance Department at ABN Amro Bank Polska. Since 2000, Ms Lucyna Stańczak-Wuczyńska has been associated with the European Bank for Reconstruction and Development („EBRD”), initially as a Senior Banker responsible for investments in the energy and infrastructure sector, and since 2008 as EBRD Country Director in Poland. Since 2014, she has been Regional Director of EU-Banks, Financial Institution, Central and Southern Europe region. In her professional career, Ms. Lucyna Stańczak-Wuczyńska has held a number of corporate governance positions, has been a member (or observer) of Supervisory Boards and a member of Audit and Risk Committees at Polkomtel Sp. z o.o., Alior Bank S.A., Polskie Inwestycje Rozwojowe, among others, currently at Erste Bank, Hungary and is a member of the Advisory Board of Concordia 21 Private Equity Fund. Since December 2020, she has been a member, then Vice-Chairman of the Supervisory Board of BNP Paribas Bank Polska S.A.

A graduate of the French business school Hautes Etudes Commerciale in Paris. He started his career in the companies of the Paribas Group, where he sat on the bodies of the companies, in 1996-1998 he held the position of Executive Director and member of the Management Board in Société Centrale d’Investissements, then he was a member of the Management Board of Klépierre S.A. (a company specialising in commercial real estate investments). Between 2004 and 2006 he was a member of the Executive Committee of Retail Banking of the BNP Paribas Group in France, where he was responsible for finance and strategy. Since 2006 he worked in Banca Nazionale del Lavoro in Italy where he supervised the process of integration of this company into the BNP Paribas Group and then in the years 2008-2009 he held the position of COO in this company. Since 2010 he has been working in the area of International Retail Banking (IRB), covering the retail banking of the BNP Paribas Group outside the Eurozone, and since January 2013 he has been the Deputy Head of IRB, controlling the strategy and development of this segment. Among other things, he oversees retail banking in Central and Eastern Europe and Asia, including Turkey. In addition, he serves as a member of the Supervisory Board of L.D.C., Chairman of the Supervisory Board of JSC „UkrSibbank” and sits on the Board of Directors of the following companies: BNP Paribas Yatirimlar Holding (Chairman since 2010), TEB A.S., TEB Holding A.S., BNP Paribas Fortis Yatirimlar Holding. Mr Jean-Paul Sabet was Chairman of the Supervisory Board of BNP Paribas Bank Polska from 2013 to 2015. Since September 2014, he was Chairman of the Supervisory Board of BNP Paribas Bank Polska S.A. (then BGŻ S.A.). Until August 2015, he was Chairman of the Supervisory Board of BNP Paribas Bank Polska S.A., then Deputy Chairman of the Supervisory Board.

He graduated from the École Polytechnique and the École Nationale de la Statistique et de l’Administration Economique in Paris. He also holds a Master’s degree in Economics from Tilburg University in the Netherlands. He is also a graduate of the Kennedy School of Government at Harvard University. He started his career in 1994 at the French Ministry of Finance as Deputy Director of the Emerging Markets Department. He then served as Economic Advisor for Russia and the Commonwealth of Independent States at the French Embassy in Moscow. Between 1999 and 2001 he worked as Director of the International Trade Analysis Department at the French Ministry of Economy, Finance and Industry, then as Deputy Director of the Cabinet of the Minister for European Affairs. He has been with the BNP Paribas Group since 2004 when he took the position of Deputy Head of Corporate Banking Development. In the years 2007-2011 he worked for the Ukrainian Bank in the BNP Paribas Group – UkrSibbank as the Deputy Head of Retail Banking and then as the Head of Retail Banking and Vice-President of the Bank’s Board of Executives. He then held the position of Director of Retail Banking of the International Retail Banking business line of BNP Paribas Group. In 2014, he became Managing Director for the Integration of BNP Paribas Bank Polska and Bank BGŻ. Then, from April 2015, he was Vice President of the Management Board of BNP Paribas Bank Polska S.A. responsible for the Integration Area, and from September 2015 for the Retail and Business Banking Area. Since September 2017, he has taken up a position in the IRB management of the BNP Paribas Group, where he is responsible for the Central and Eastern Europe and Turkey area. In addition, he serves as Chairman of the Supervisory Board of Ukrsibbank and as a member of the Supervisory Board of TEB AS.

Graduated in Applied Economics from the Catholic University of Leuven, Belgium. He started his career in 1988 at Bacob Bank, then became Head of Investment Banking at Artesia Banking Corporation in 1998, later being appointed CEO of Artesia Securities. He was then involved in Wholesale Banking at Dexia Bank Belgium, after which he served as CEO of Artesia Bank Netherlands, then from 2002 he was a member of the Executive Board of Dexia Bank Netherlands and Dexia Bank Belgium. From 2006 to 2011, he held the position of President of the Management Board of Dexia Bank Belgium, being also a member of the Management Board of Dexia S.A. He has extensive knowledge in retail and commercial banking as well as in the area of asset management, insurance and investment services. He served as Chairman of the Belgian Federation of the Financial Sector (Febelfin) from December 2008 to August 2011. Since September 2015, a member of the Supervisory Board of BNP Paribas Bank Polska S.A

A graduate of the Faculty of Law and Administration at Adam Mickiewicz University in Poznań and the European School of Law and Administration in Warsaw. A graduate of the University of Minnesota/ School of Economics in Warsaw. She also completed postgraduate studies at SWPS University of Humanities and Harvard Business School. She started her professional career in 1997-1999 in sales at Scala Polska, a global leader in ERP software. Next, she worked for Orange Polska, responsible for business development, and later the Orange B2B Corporate Market Office. In the years 2007-2012, she worked for Plus GSM, holding the position of Director of the Strategic Customer Department, Director of the Business Sales Department, Director of the Key Customers Department and then B2B Managing Director, where she was responsible for the management of the entire B2B sales processes and sales support processes. From September 2011 to August 2012, she was an investment advisor at MCI Management (VC and Private Equity). From 2012 to 2014, her professional activity was associated with Exatel, where she was Marketing Director and Vice President of the Board, responsible for Sales, Marketing, PR, Product Development and HR. Since September 2014 until now, she has been working at Google and has been the director of Google Cloud business development in the region of Central and Eastern Europe (Poland, Czech Republic, Slovakia and Hungary). Ms Magdalena Dziewguć, in her professional career to date, has held the positions of member of the Board of Trustees of SWPS University of Humanities and Social Sciences (2016-2019), member of the Supervisory Board of the Humanites Foundation (2014-2018), member of the Supervisory Board of PGE Dystrybucja SA (2012-2014), Chairperson of the Audit Committee of the LiderShe Association (2012-2018) and Chairperson of the Supervisory Board of NOM (Independent Interzone Operator) (2012-2014). She is the founder of Digital University (educational foundation) and the start-up Daisy.life. She has been a member of the Supervisory Board of BNP Paribas Bank Polska S.A. since June 2019.

He holds a Master’s degree in Economics from the University of Paris – École Polytechnique and a Master’s degree in Pure Mathematics from the École Normale Supérieure de Lyon. He started his professional career in 1993 at Compagnie Bancaire (since 1997 Paribas), where he held the position of Director of Financial Models in the Planning and Development Department. Since 1999, he has been associated with the CETELEM Group where he has held various positions (External Development Director, CRM and Global B2C Analysis Director in the Sales Department, Planning and Development Director in the Finance Department). In 2009 he took the position of Director of Product Marketing in the Sales and Marketing Department in BNP Paribas Personal Finance. He continued his career with BNP Paribas Personal Finance as Director of Marketing Analysis and Controlling in the Sales and Marketing Department, Deputy Head of the Key Partner Department and Deputy CEO of the PF Inside Area. Currently, Mr Vincent Metz holds the position of Managing Director of the Latin America Area and PF Inside Area and is a member of the Executive Committee of BNP Paribas Personal Finance. His responsibilities also include overseeing BNP Paribas Personal Finance in six countries. Mr. Vincent Metz is a versatile expert in managing development projects (external development, partner relations). He specialises in financial services, and has extensive experience in sales and marketing, including finance and risk.

A 1985 graduate of HEC Paris, she started her professional career in September 1985 at Paribas Bank in the large companies department. She continued her career in various sales, business and branch manager positions, working with Clients from all sectors (corporate Clients, associations, private banking). In 1995, she took up the position of recruitment director in the human resources department, then became director of the Corporate Customer Service Centre in Bordeaux, representing the Bank in Aquitaine. At the end of 2000, she returned to work in the Group’s HR department, initially as a career manager, and in mid-2004 she took up the position of Group career management director. In 2009, she became Sales Director of the French Private Bank and was subsequently promoted to Director of the French Private Bank, while also joining the G100, a group of 100 top executives of the BNP Paribas Group. In January 2012, she was appointed Co-CEO of BNP Paribas Wealth Management. Ms Sofia Merlo also sits on the Boards of Directors of BNP Paribas Fortis, BMCI Morocco and Linedata Services. She has been a member of Club XXIè Siècle since 2016 and has also been a member of its Board of Directors since February 2018. Since November 2019, she has been a member of the Supervisory Board of BNP Paribas Bank Polska S.A. As part of her professional activities, Ms Sofia Merlo is committed to promoting women’s entrepreneurship both in France and at international level. In 2015, together with the Women Initiative Foundation, she launched the BNP Paribas Women Entrepreneur Program at Stanford University for women entrepreneurs from around the world.

Graduate in economics from Paris Dauphine University. He completed postgraduate studies in „International Economic Relations” at the Institute of Political Science in Paris. He started his professional career as an economist, focusing on emerging markets and European issues. Afterwards he worked in the Business Development Department of BNP Paribas and in Corporate Finance Department where he was responsible for CEE region. Mr. Piotr Mietkowski is currently the Managing Director of Investment Banking for Central and Eastern Europe, CIS, Greece and Turkey at BNP Paribas Group and a member of the Supervisory Board at BNP Paribas Bank Polska S.A. (since September 2015).

A graduate of the University of Łódź and the University of Windsor in Ontario, Canada. He completed internships at the London School of Economics and Wirtschafts-Universitat Wien. He holds a PhD in economics from the University of Łódź. In 1982-1991, he was a researcher at the University of Łódź. In 1992-1997, he was an advisor and project manager at the Centre for Social and Economic Research (CASE), on behalf of which he was a consultant to the National Bank of Estonia (in 1995), USAID advisor to the Ministry of Finance of Mongolia (in 1996), to the Ministry of Finance of Romania (in 1997) and Georgia (in 2000). In 1998-2000 he served as Secretary of State and First Deputy Minister of Finance of the Republic of Poland. In 1998-2000, member of the Monetary Policy Council. From 2000 to 2001, held the post of Poland’s Minister of Finance. He sat on the management and supervisory boards of a number of companies. In particular, he served as chairman of the boards of Powszechne Towarzystwo Emerytalne Skarbiec-Emerytura (in 2002-2003), Skarbiec Investment Management (in 2004-2005), Skarbiec Asset Management Holding (in 2004-2006) and Skarbiec Towarzystwo Funduszy Inwestycyjnych (in 2004-2006). In addition, in the years 2006-2007 and 2008-2011, he served as President of the Management Board and CEO of Polkomtel, then as a member of the Management Board of that company. From August 2013 to December 2013, he was Vice-President of the Management Board of HAWE. Then (from December 2013 to December 2015), he served as Vice President of the Management Board of Polskie Górnictwo Naftowe i Gazownictwo SA. He served on the Supervisory Board of BNP Paribas Bank Polska since 1 July 2010 and as Deputy Chairman of the Board since 30 August 2010. In September 2014, he was appointed to the Supervisory Board of Bank BGŻ. Until December 2020, he held the position of Vice-Chairman of the Supervisory Board of BNP Paribas Bank Polska S.A. and is currently a member of the Supervisory Board.

A graduate of Solvay Business School in Brussels, he holds a master’s degree in management from Kellogg Graduate School of Management, Northwestern University in Chicago. He started his professional career in 1994 in the Belgian office of McKinsey & Company and has been working in the banking sector ever since. Between 2001 and 2012, he worked for the Dexia Group, where he held the following positions: Head of Sales Development at Dexia Asset Management, Advisor to the Management Board and Head of Projects, Strategy and Subsidiaries at Dexia Bank in Belgium, Head of Strategy and Group Development at Dexia SA and member of the Management Board of Dexia Credit Local, managing public and wholesale banking. Since 2013, he has been with BNP Paribas Fortis, where he was General Manager in charge of Private Banking and Asset Management and member of the Executive Committee of BNP Paribas Wealth Management Group. In December 2015 he became a member of the Executive Committee of BNP Paribas Fortis and since April 2018 he has been a member of the Executive Board of BNP Paribas Fortis. He has been a member of the Supervisory Board of BNP Paribas Bank Polska S.A. since August 2018.

Graduated in economics from the Faculty of Economics and Foreign Trade at the University of Łódź (1996). Received a diploma in Finance and Accounting from Hogeschool van Utrecht in the Netherlands (1995). Participated in the ACCA (Association of Chartered Certified Accountants) programme (1997-1998). He also obtained the CIA (Certified Internal Auditor) diploma (2007). In his professional career to date, he has held the following positions: Director of Enterprise Risk Management at Deloitte Advisory (2011-2012), member of the Supervisory Board and Audit Committee at Jastrzębska Spółka Węglowa S.A. (2011-2012), Internal Audit Director for Central and Eastern Europe and Russia at AVIVA (2008-2011), Regional Coordinator for Central Europe at KBC GROUP N.V. (2004-2008), finance director at Citileasing sp. z o.o. and Handlowy-Leasing S.A. (2003-2004), external auditor at Ernst & Young (New York, London, Toronto, Vancouver, Warsaw) (1996-2002). Since 2009, he has chaired the Club of Audit Managers in Poland. In addition, he was a financial advisor to the Canadian-Polish Congress (British Columbia Branch) in Vancouver, Canada, where he also hosted a radio show on NOFA Polish Radio in Vancouver, Canada. His areas of expertise include: management, supervision and evaluation of business performance, identification and resolution of financial and operational weaknesses, management of risks associated with achieving business objectives, internal audit, business training and independent membership of supervisory boards and audit committees. In addition, he serves as a member of the Supervisory Board and Chairman of the Audit Committee of Selena FM S.A. Since June 2013 he has been a member of the Supervisory Board of BNP Paribas Bank Polska S.A.

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 Audit Committee supervises the activities of the statutory auditor. It issues recommendations to the Supervisory Board on the selection or resignation from the services of the entity authorised to audit financial statements, monitors compliance with the auditor’s independence and objectivity principles, the principles of information exchange, supervises the auditor’s work and performs a periodic evaluation of the external auditor’s performance.

The Supervisory Board has appointed the Audit Committee in compliance with all legal provisions relating to the appointment, composition and functioning of the Audit Committee, including those relating to the fulfilment by its members of the independence criteria and the requirements to have knowledge and skills in the industry in which the company operates and in accounting or auditing.

The Audit Committee is composed of four members, three of whom are independent members of the Supervisory Board who meet the independence criteria set out in the Ordinance of the Minister of Finance on the Audit Committee and § 16 par. 4 of the Bank’s Statute, as well as the provisions of the Act on Statutory Auditors, Audit Firms and Public Supervision.

Composition of the Audit Committee as at 31.12.2020

• Mariusz Warych – Chairman of the Committee (independent member)
• Lucyna Stańczak-Wuczyńska – Member of the Committee (independent member)
• Jarosław Bauc – Member of the Committee (independent member)
• Francois Benaroya – Member of the Committee

All members of the Audit Committee have adequate knowledge, competence and many years of experience in the financial and accounting sphere.

• Mr Mariusz Warych – competence in accounting, auditing and internal audit, confirmed by a CIA diploma. Participant of the ACCA Coursework programme. Many years of experience as an independent member of supervisory boards and audit committees (JSW, Selena FM, Ukrsibbank Ukraine). External auditor at Ernst & Young – auditing banks in Poland, UK, Canada and USA. He assessed the functioning of Audit Committees. Chairman of the Heads of Audit Club in Poland. He gained his knowledge and skills as a Citi Group CFO in leasing companies and as a KBC regional coordinator supervising KBC’s operations in Poland..
• Ms Lucyna Stańczak-Wuczyńska – economic education and experience in the field of banking and finance gained during her 30-year work experience in the banking sector, in commercial banking and EBRD. During her professional career, Ms Lucyna Stańczak-Wuczyńska held a number of corporate governance positions, was a member (or an observer) of supervisory boards and a member of audit and risk committees (e.g. Alior Bank). She gained her industry knowledge and skills through many years of managing (as Director of EU Banks Team at EBRD in London) the portfolio (debt and equity) of a significant group of Banks in 12 countries of the European Union, in Central and Southern Europe.
• Mr Jarosław Bauc – holds a PhD in economics. He gained his experience serving on the management and supervisory boards of a number of companies (Powszechne Towarzystwo Emerytalne Skarbiec-Emerytura, Skarbiec Investment Management, Skarbiec Asset Management Holding and Skarbiec Towarzystwo Funduszy Inwestycyjnych, Polkomtel, HAWE, PGNiG). He has a comprehensive knowledge of finance and banking in Poland and abroad.
• Mr Francois Benaroya – with a degree in economics, he gained knowledge and experience in banking during his long-term employment in the banking sector on senior positions within the BNP Group. He was a member of the Board of Executives of BNP Paribas Bank Polska S.A. responsible for Integration Area, then for Retail and Business Banking. He serves on Supervisory Boards (Ukrsibbank Ukraine, TEB AS) and in the IRB management of the BNP Paribas Group where he is responsible for CEE and Turkey.

Detailed information on the education and professional experience of the Committee members is presented in the Supervisory Board section and on the website https://www.bnpparibas.pl/english-info/bank-autorithies.

In the regular members of the Audit Committee meetings also attend, i.e.: President of the Management Board, Member of the Management Board supervising the Finance Area, Member of the Management Board supervising the Risk Area, Managing Director of the Internal Audit Division and Managing Director of the Compliance Division.

The Committee meets depending on the needs arising from its tasks, including each time before the publication of the Bank’s results and financial reports, but at least four times a year.

In 2020, 6 meetings of the Audit Committee were held.

In accordance with its mandate, in 2020. The Committee discussed, among other things, the 2019 financial statements, the 2019 Group Activity Report and the report containing non-financial information for 2019, the quarterly and half-yearly reports on financial performance in 2020, and periodically assessed the performance of the external auditor. It took note of the action plan of the Internal Audit Division and the Compliance Monitoring Division and the periodic reports on the activities of the above areas, as well as the annual report on the evaluation of the effectiveness of internal control mechanisms and processes.

Furthermore, the Audit Committee got acquainted with the periodic reports on the status of the monitored audit recommendations and the implementation of the recommendations of the Financial Supervision Authority, verified the updated regulations in the area of accounting, audit and compliance, recommending their adoption to the Supervisory Board.

The Audit Committee’s supervision of the selection of the audit firm

In September 2017, the Supervisory Board approved the following prepared by the Audit Committee: „Policy on the selection of the audit firm at BNP Paribas Bank Polska S.A.” and „Procedure for the selection of the audit firm at BNP Paribas Bank Polska S.A.”, as well as the „Policy on the provision of permitted non-audit services by the audit firm, by affiliates of the audit firm and members of the audit firm’s network at BNP Paribas Bank Polska S.A.”.

The main objective of the Policy and Procedure for the selection of the audit firm is to ensure the correctness and compliance with the applicable legal provisions, including those related to:

• the maintenance of the independence of the audit firm and the key statutory auditor
• applying transparent and non-discriminatory evaluation criteria when selecting an audit firm during the tender process
• ensuring that principles for the appropriate rotation of audit firms and the key statutory auditor are followed, including cooling-off periods.

The fundamental assumption of the Policy on rendering permissible non-audit services by the audit firm, by entities related to the audit firm and members of the audit firm’s network at BNP Paribas Bank Polska S.A. is to analyse compliance of the additional service with legal regulations as well as to control and monitor independence of the key statutory auditor and the audit firm. The policy allows for the provision of permitted services, to the extent not related to the Bank’s tax policy, following an independence analysis and consent to their provision.

On 12 December 2019, the Bank’s Supervisory Board adopted a resolution appointing Mazars Audyt Sp. z o.o. as the audit firm authorised to audit and review the stand-alone financial statements of BNP Paribas Bank Polska S.A. and the consolidated financial statements of the BNP Paribas Bank Polska S.A. Group together with the reporting packages, for the years 2020-2021.

The Audit Committee’s recommendation on the selection of the audit firm to audit the financial statements was made following an organised selection procedure that meets the applicable criteria.

In 2020, the audit firm provided permitted non-audit services to the Bank in respect of the review of the Bank’s and the Bank Group’s half-yearly financial reports and consolidation packages. In assessing the independence of the audit firm and agreeing to provide the service, the Bank used the approval path for the key auditor and the audit firm to conduct the statutory audit of the Bank’s and the Bank Group’s financial statements as set out in the Certified Auditor Selection Policy.

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.

Composition of the Risk Committee as at 31.12.2020

• Francois Benaroya – Chairman of the Committee
• Mariusz Warych – Member of the Committee (independent member)
• Lucyna Stańczak-Wuczyńska* – Member of the Committee (independent member)

* until 30 November 2020, the member of the Risk Committee was Ms Monika Nachyła, who resigned with effect from 30 November 2020.  Ms Lucyna Stańczak-Wuczyńska has been a member of the Committee since 10 December 2020.

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 2020, the Committee held 4 meetings.

In fulfillment of its duties in 2020, the Committee discussed periodic reports in the areas of credit risk, market risk and liquidity risk, operational risk and fraud prevention, ALMT risk and legal risk. In addition, it gave opinions and recommended resolutions to the Supervisory Board on, i.a.: risk management strategy, operational risk strategy, investment strategy, policy and principles of the internal capital adequacy assessment process, methodology of the internal capital adequacy assessment process and stress test analysis, risk appetite and recovery plan.

In 2020, with regard to the COVID-19 pandemic, the Committee paid particular attention to aspects of the impact of the pandemic on the Bank, analysing the situation in terms of the Bank’s preparedness for the risks associated with the coronavirus pandemic in the areas of the Bank’s security, operational risk, credit risk, legal risk, cost of risk and internal control system.

The 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: HR policy, professional development of employees and remuneration policy. The competences of the Committee include, among others: analysing the performance of the members of the Management Board and proposing recommendations to the Supervisory Board in this respect as well as recommending to the Supervisory Board key performance indicators for the members of the Management Board, giving its opinion and monitoring succession plans for key positions in the Bank, monitoring the level and structure of remuneration for key positions in the Bank and submitting to the Supervisory Board annual information on the employment and remuneration structure in the Bank.

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

Composition of the Remuneration Committee as at 31.12.2020

• Jean-Paul Sabet – Chairman of the Committee
• Józef Wancer – Member of the Committee
• Francois Benaroya – Member of the Committee
• Lucyna Stańczak-Wuczyńska* – Member of the Committee (independent member)

* Ms Lucyna Stańczak-Wuczyńska has been a member of the Remuneration Committee since 10 December 2020. (until this date, the Remuneration Committee consisted of three members)

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

In 2020 the Remuneration Committee held 5 meetings, one of them by written procedure, which, among other things, discussed topics related to the implementation and setting of the annual objectives of the members of the Board of Directors, the remuneration principles and the variable remuneration of the members of the Board of Directors, the granting of incentive awards, the amendment of the Employee Remuneration Policy.

The task of the Nominations Committee is to support the Supervisory Board in fulfillment of its duties with respect to assessing qualifications of candidates for members of the Bank’s Management Board and candidates for members of the Supervisory Board, define the scope of duties for a candidate for the Bank’s Management Board, as well as requirements regarding knowledge and competencies and expected commitment in terms of time required to perform the function; perform a periodical assessment (at least once a year) of knowledge, competencies and experience of the Bank’s Management Board as a whole and of individual Board members; assess the structure, size, composition and effectiveness of the Bank’s Management Board; and recommend changes in this respect to the Supervisory Board. The Committee is also responsible for developing and updating and monitoring the effectiveness of the Policy on the assessment of the adequacy of the Supervisory Board members, Management Board’s members and persons discharging the most important functions at BNP Paribas Bank Polska SA, reviewing it from time to time and presenting recommendations in this respect to the Board of Executives. Moreover, the Nominations Committee supervises key processes such as succession plans or professional development of employees, makes recommendations to the Supervisory Board on the process of appointment and succession of persons in key positions, as well as recommendations to reduce or increase the number of members of the Bank’s Management 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.

Composition of the Nominations Committee as at 31.12.2020

• Jean-Paul Sabet – Chairman of the Committee
• Józef Wancer – Member of the Committee
• Francois Benaroya – Member of the Committee
• Lucyna Stańczak-Wuczyńska* – Member of the Committee (independent member)

* Ms Lucyna Stańczak-Wuczyńska has been a member of the Nominations Committee since 10 December 2020. (until this date, the Nominations Committee consisted of three members)

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

In 2020, the Committee held 9 meetings (including 3 in written form) at which, among others, the individual and collective suitability of the Supervisory Board members and the Board of Executives members was periodically assessed and the suitability of new candidates for the Supervisory Board and the Board of Executives members was evaluated. Moreover, the Committee discussed amendments to the Policy of adequacy assessment of the Supervisory Board Members, Board of Executives' Members and Persons performing key functions in BNP Paribas Bank Polska SA.

The Bank’s Management Board runs the Bank’s affairs and represents the Bank against third parties. Details regarding activities, including competencies of the Management Board, is set forth in § 22 par. 2 of the Bank’s Statute and By-Laws of the Management Board (approved by the Supervisory Board of the Bank).

The competence of the Management Board includes all matters not reserved by law or the Statute for the competence of other Bank’s bodies. In particular resolution of the Management Board is needed in case of:

1) preparing a draft strategy for the development of the Bank and submitting it to the Supervisory Board for approval,
2) preparation of the financial plan and acceptance of the report on its implementation,
3) adoption of the report on the Bank’s activities, the Bank’s financial statements and the report on the activities and consolidated financial statements of the Capital Group,
4) determination of the human resources policy, including in particular the principles of remuneration, the structure and profile of employment, the principles of the social policy,
5) determination of the Bank’s product policy,
6) determination of the organisational structure of the Bank,
7) creation and cancellation of the Bank’s committees and determination of their competencies,
8) the establishment of commercial proxies,
9) determination of the management areas supervised by the particular members of the Management Board,
10) determination of the principles of control and internal audit functioning,
11) making decisions on the purchase or sale of real estate, a share in real estate, or the right of perpetual usufruct, if their value is lower than PLN 10,000,000 (ten million) but higher than PLN 5,000,000 (five million); however, it is stipulated that the resolution of the Management Board is not required in the case where the purchase or sale of real estate, a share in real estate, or the right of perpetual usufruct is related to the satisfaction of the Bank’s claims against its debtor securing the Bank’s receivables or a lease agreement in which the Bank acts as a financing party, including in particular in the case of purchase in the performance of a lease agreement, sale after the expiry of a lease term or during a lease term and sale after termination of a lease agreement concerning a given real property, a share in real property or the right of perpetual usufruct, irrespective of the value of a real property, a share in real property or the right of perpetual usufruct
12) Deciding on contracting an obligation or disposing of a right the total value of which in relation to one entity exceeds 5% of own funds.

Decisions of the Management Board are made in the form of resolutions adopted by an absolute majority of votes cast.

The Bank’s Statute did not grant any special rights to the Management Board with respect to the issue or redemption of shares. However, the Extraordinary General Meeting of the Bank on 31 January 2020 decided to grant conditional authorisation to the Management Board (subject to the approval of the PFSA) for the Bank to purchase the Company’s own shares from persons covered by the incentive programme and to create a reserve capital allocated entirely to the purchase of own shares.

The manner of representation of the Bank is determined by the Statute, according to which declarations of will on behalf of the Bank are submitted by:

1. two members of the Management Board acting jointly or one member of the Management Board together with the commercial representative,
2. proxies acting within the power of attorney granted, commercial representatives – acting within the competencies resulting from the provisions on commercial representation, and in the case of the establishment of a joint commercial representation, two commercial representatives acting jointly.

The Bank’s internal control system complies with the requirements of Polish supervisory authorities and is aligned with the internal control rules applied in the BNP Paribas Group. The Bank maintains and develops an internal control system adjusted to the organizational structure, which includes organizational units and basic organizational units of the Bank and its subsidiaries.

The Bank has adopted the Policy on internal control, approved by the Bank’s Management Board and Supervisory Board – with respect to the assessment of adequacy and effectiveness of the internal control system and categorisation of irregularities detected by the internal control system.

The objective of internal control is the effective control of risk, including the prevention or early detection of risks in order to ensure:

• effectiveness and efficiency of the Bank’s operations,
• the reliability of financial reporting,
• compliance with the Bank’s risk management principles,
• compliance of the Bank’s operations with legal regulations, internal regulations and market standards.

The internal control system is an element of the management system at the Bank, consisting of three lines of defence, which includes: control mechanisms and risk control mechanisms, verification of compliance of the Bank’s operations with the law and internal regulations as well as internal audit.

The internal control system supports risk management in the processes carried out in the Bank. The scope of responsibility for risk management by specific organizational units/departments of the Bank is defined within three mutually independent lines of responsibility, called „lines of defence”, namely:

1. the first line of defence consists of organisational units from particular banking and support areas, responsible for the implementation and support of professional and fair behaviour in accordance with applicable rules, standards and regulations, as well as for day-to-day supervision, development and implementation as well as the application of control mechanisms in operational processes, and also for detecting, early warning and whistle- blowing of irregularities. The first line of defence is responsible for managing the risks in the subordinate processes,
2. the second line of defence consists of organisational units responsible for risk management, organisational units independent of risk management within the first line of defence and the compliance function, which, taking into account the requirements set by supervisory authorities, business needs, including the risk appetite adopted by the Bank, form the framework and principles of risk management and control; the second line of defence monitors compliance with control mechanisms and is responsible for reporting on risk management and control,
3. the third line of defence is an independent and objective internal audit unit which verifies the proper functioning of the first and second lines of defence.

The control function consists of:

1. risk and control mechanisms,
2. independent monitoring of the mechanisms referred to in point 1),
3. reporting within the control function.

Risk control mechanisms implemented within the first and second line of defence are adjusted to the Bank’s specificity and include in particular principles, limits and procedures related to the Bank’s activity.

Horizontal and vertical testing are conducted in accordance with the internal regulations in force in the Bank, approved by the Management Board and Supervisory Board.

The Bank has an Internal Control Coordination Committee as an advisory unit supporting the Bank’s Management Board. The main task of the Internal Control Coordination Committee is to supervise the integrity, completeness and effectiveness of the internal control system and the Bank’s operational risk management processes, as well as to manage the main risks related to the internal control system of the Bank and its subsidiaries, including the system supporting the operational risk management process, compliance risk and fraud prevention.

In addition, the Supervisory Board is supported by the Audit Committee, inter alia, in monitoring the effectiveness of the internal control system and the Risk Committee in the area of risk management.

In addition to the above Committees, the Bank has the following: the Risk Management Committee and the Asset and Liability Management Committee (ALCO), whose main tasks are, respectively: monitoring and supervising the main risks arising from the Bank’s operations, including strategic aspects of credit risk, counterparty risk and operational risk, and for the ALCO Committee for interest rate and liquidity risk.

The purpose of the risk management system is to identify, measure or estimate, monitor and manage risks occurring in the Bank’s activities. The main role in the Bank’s risk management system is performed by the Management Board, which defines the risk policy and adopts rules of risk management, as well as sets the policy of setting limits for significant risks and risk control procedures. The risk management rules have their source in the Risk Management Strategy defined by the Management Board and approved by the Supervisory Board. The Management Board delegates some of its risk management tasks to the above-mentioned committees. The risk management system is consistent with regulatory guidelines, in particular those set out in the recommendations of the PFSA.

The Bank has an Internal Audit Line responsible for conducting internal audits, whose task is to review and assess, in an independent and objective manner, the adequacy and effectiveness of the internal control system and to provide opinions on the Bank’s management system, including the effectiveness of risk management related to the Bank’s activities. The Internal Audit Line is supervised by the Audit Committee and within the Bank’s organizational structure it is located in the Bank Management Area. The Managing Director of the Internal Audit Line is organisationally subordinated to the President of the Bank’s Management Board. The Internal Audit Line regularly submits to the Audit Committee and the Supervisory Board conclusions resulting from the performed internal audits, in particular information on the irregularities found as well as information on the recommendations issued.

The Bank adopted an Accounting Policy consistent with the International Financial Reporting Standards. The Financial Accounting Line and the Management Accounting and Investor Relations Line, supervised by the Vice-President of the Management Board responsible for Finance are responsible for the preparation of financial statements, periodic financial reporting and providing management information. The financial statements are adopted by resolution and approved for publication by the Bank’s Management Board.

A key role in the process of assessment of the Bank’s financial statements is performed by the Audit Committee, which monitors the financial reporting process and independence of the statutory auditor and the entity authorized to audit financial statements, and recommends that the Supervisory Board approve or reject the annual financial statements. The annual financial statements, upon a positive recommendation of the Audit Committee and the Supervisory Board, are presented to the General Meeting for approval.