Integrated Report 2021

Management structure

General Shareholders' Meeting

The General Shareholders’ Meeting of BNP Paribas Bank Polska SA is held in compliance with regulations 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’s Statute,
  • Regulation of the General Meeting of BNP Paribas Bank Polska S.A, including the “Best Practice for WSE Listed Companies” and “Principles of Corporate Governance for supervised institutions”.

General Meetings of Shareholders may be ordinary or extraordinary. They are convened by the Bank’s Management Board or, in cases specified in the Statutes, by the Supervisory Board or by a shareholder or shareholders representing jointly at least 5% of the share capital. General Meeting is convened by an announcement published on the Bank’s website. 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 Meetings are broadcast in real time over the Internet and the recordings are available on the Bank’s website.

The Bank allows the shareholders to participate in the General Meeting via electronic means of communication, including real-time bilateral communication (enabling the shareholders to speak during the General Meeting) and exercise their voting rights during the General Meeting either in person or through an attorney. Detailed rules of participation in the General Meeting via electronic communication means are set out in the „Rules of Participation in the General Meeting of BNP Paribas Bank Polska SA via Electronic Communication”.

The General Meeting decides on matters which, under the law and internal regulations of the Bank, are reserved for the competence of the General Meeting. Draft resolutions are submitted to the members of the General Meeting by the Bank’s Management Board, after they have been approved by the Supervisory Board.

Voting are held via an electronic system for casting and calculating votes, which ensures that votes are cast in the number corresponding to the number of shares held. Each share entitles to one vote. In the case of secret voting, the system ensures the confidentiality of information

In 2021 two General Meetings of BNP Paribas Bank Polska S.A. were held:

  • The 24 March 2021 – The Annual General Meeting of the Bank (AGM), approved the financial statements, the management report and the report on non-financial information of the Bank for 2020. The AGM resolved to distribute the net profit for 2020 – to transfer the entire profit to reserve capital. It granted discharge to the members of the Management Board and the Supervisory Board for the performance of their duties in 2020 and, having previously approved the individual and collective adequacy assessments of the Supervisory Board, appointed the members of the Supervisory Board for a new term of office. In addition, information was presented on the current situation regarding the CHF mortgage portfolio, including a preliminary analysis of the assumptions of the voluntary settlement program.
  • The 17 June 2021 – The Extraordinary General Meeting of the Bank (EGM), set the target number of members of the Supervisory Board for the new term of office. The EGM approved the assessment of the individual and collective adequacy of the Supervisory Board, then appointed its new members: Małgorzata Chruściak, Géraldine Conti and Khatleen Pauwels. The EGM adopted a resolution on determination of remuneration for the Supervisory Board members, a resolution on approval of „Remuneration Policy for the Supervisory Board Members of BNP Paribas Bank Polska SA” and „Remuneration policy for persons with significant influence on the risk profile of BNP Paribas Bank Polska S.A. (including the members of the Bank’s Management Board)”. The EGM gave a positive opinion on the report on remuneration of the Bank’s Supervisory Board and Management Board for the years 2019 and 2020 and amended the Bank’s Statute and the Regulations of the General Meeting. In addition, the CEO presented the current situation regarding the portfolio of mortgage loans in CHF.

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. Here are the most important rights of shareholders:

  • each shareholder has access to the list of shareholders and may review the list at the Bank’s registered office, request a copy of the list or request that the list of shareholders be sent to him by e-mail,
  • 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. Detailed rules of participation in the Bank’s General Meeting by electronic means of communication are set out in the „Rules of Participation in the General Meeting of BNP Paribas Bank Polska SA by Electronic Means”.

A shareholder or shareholders representing jointly at least 5% 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 (75%) of votes cast. A resolution regarding a merger of the Bank with another bank or another credit institution requires 2/3 (66%) 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.

Based on Resolution No. 11 of the EGM of 17 June 2021, the Bank’s Articles of Association were amended as follows:

  • in § 5, section 2, item 8), another subsection marked (d) with the following wording is added:

(d) enabling the acceptance of payment instruments and the execution of payment transactions initiated with a payer’s payment instrument by or through a merchant, consisting in particular of an authorisation service, the sending to the issuer of a payment instrument or payment systems of payment orders from a payer or a merchant to transfer funds due to the merchant, except for acts of clearing and settlement of these transactions within a payment system within the meaning of the Act on Settlement Finality (acquiring),

  • in § 5 section 2 a new point 17) is added with the following wording:

„17) advice with respect to structured deposits”,

  • in § 12 section 2 a new point 10) with the following wording is added:

„Item 10) approval of the procedure for appointing and dismissing members of the Supervisory Board.”

  • the existing § 12 section 2 point 10) shall be renumbered to 11)
  • 20 section 1 point 1 subsection i of the Statutes in its current wording:

„(i) to approve the Bank’s development strategy developed by the Board of Directors.”

is replaced with the following:

„(i) to approve the Bank’s management strategy as developed by the Management Board.”

  • 22 section 2 point 1 of the Statutes in its current wording:

„(1) preparing a draft strategy for the development of the Bank and submitting it to the Supervisory Board for approval,

is replaced with the following:

„(1) preparing a draft management strategy for the Bank and submitting it to the Board for approval,

  • 27 section 1 of the Bank’s Statute in the current wording:

„Sec. 1) The organizational units of the Bank are:

  1. the Bank’s Head Office, which includes: areas, divisions, departments, offices, teams and other organizational units specified in the regulations referred to in section 2,
  2. branches,
  3. brokerage office
  4. other organisational units specified in the regulations mentioned in section 2,
  5. representative offices and foreign branches.

is replaced with the following:

„Sec. 1) The Bank’s goals and objectives are carried out by:

  1. branches, representative offices, brokerage office and other organizational units,
  2. areas, divisions, departments, offices and other organizational units,
  3. other organizational forms than those specified in items 1 and 2″,
  • 27 section 2 of the Bank’s Statute in the current wording:

„Sec. 2) The organizational structure of the Bank and the Bank Head Office is determined by the organizational regulations established by the Bank Board of Directors.”
is replaced with the following:

„Sec. 2) The detailed organization of the Bank shall be determined by appropriate organizational regulations established in accordance with the system of internal regulations adopted by the Bank.”

The aforementioned amendments became effective upon the Bank’s approval by the PFSA and registration by the relevant registry court from 5 October 2021, 15 October 2021 and 19 November 2021.

Supervisory Board

  • 102-18
  • 102-22

The Bank Supervisory Board shall be composed of five to twelve members appointed for a joint five-year term of office by the General Meeting. At least half of the members of the Bank Supervisory Board should have good knowledge of the banking market in Poland.

According to the Bank’s Statute, at least two members of the Supervisory Board should be independent members. As at 31 December 2021, five members of the Supervisory Board met the independence criteria (the criteria for independence of a member of the Supervisory Board are set out in § 16, par. 4 of the Bank’s Statute). The status of independent member of the Supervisory Board was held by the following persons: Lucyna Stańczak-Wuczyńska, Jarosław Bauc, Małgorzata Chruściak, Magdalena Dziewguć i Mariusz Warych.

Composition of the Supervisory Board as at 31.12.2021 and 31.12.2020 with information on the independence of members

XLS
Office held in the Supervisory Board Composition of the Supervisory Board
as at 31.12.2021 		Composition of the Supervisory Board
as at 31.12.2020
1 Chairperson Lucyna Stańczak-Wuczyńska*
independent member 		Józef Wancer
2 Vice-Chairman Jean-Paul Sabet Jean-Paul Sabet
3 Vice-Chairman Francois Benaroya Lucyna Stańczak-Wuczyńska*
independent member
4 Member Jarosław Bauc
independent member 		Jarosław Bauc
independent member
5 Member Małgorzata Chruściak
independent member 		Francois Benaroya
6 Member Géraldine Conti Sofia Merlo
7 Member Stefaan Decraene Stefaan Decraene
8 Member Magdalena Dziewguć
independent member 		Magdalena Dziewguć
independent member
9 Member Vincent Metz Vincent Metz
10 Member Piotr Mietkowski Piotr Mietkowski
11 Member Khatleen Pauwels Stéphane Vermeire
12 Member Mariusz Warych
independent member 		Mariusz Warych
independent member
* Lucyna Stańczak-Wuczyńska has been elected as Chairman of the Supervisory Board with effect from 1 July 2021.
  • On 24 March 2021 The Annual General Meeting of the Bank appointed: Józef Wancer, Lucyna Stańczak-Wuczyńska, Jean-Paul Sabet, Francois Benaroya, Jarosław Bauc, Stefaan Decraene, Magdalena Dziewguć, Vincent Metz, Piotr Mietkowski, Stéphane Vermeire and Mariusz Warych as members of the Supervisory Board for the next five-year term. Sofia Merlo did not run for the Supervisory Board of the new term.
  • On 21 March 2021 Stéphane Vermeire resigned from the Supervisory Board with effect from 31 May 2021.
  • On 2 June 2021 Józef Wancer resigned as a member of the Supervisory Board and Chairman of the Supervisory Board with effect from 30 June 2021.
  • On 17 June 2021 the EGM appointed the following persons to the Supervisory Board – from 1 July 2021 until the end of the current five-year joint term of office of the Supervisory Board members:
    • Małgorzata Chruściak (independent member),
    • Géraldine Conti,
    • Khatleen Pauwels.

In 2021 the Bank’s Supervisory Board held 20 meetings (including 14 in writing). It adopted 139 resolutions. The attendance rate of the Board members was 85%.

Individual Board member activity in 2021

XLS
Józef Wancer Lucyna Stańczak-Wuczyńska Francois Benaroya Jean-Paul Sabet Jarosław Bauc Małgorzata Chruściak Géraldine Conti Stefaan Decraene
13/13 17/20 20/20 19/20 15/20 6/7 6/7 19/20
Magdalena Dziewguć Sofia Merlo Vincent Metz Piotr Mietkowski Khatleen Pauwels Stéphane Vermeire Mariusz Warych
10/20 6/7 20/20 20/20 6/7 9/10 20/20
* attendance at meetings and participation in written votes / number of meetings and written votes during the mandate

In 2021 the Supervisory Board fulfilled its duties that arise from the law and the Bank’s Articles of Association. These duties are set out in the „Framework Work Plan of the Supervisory Board and Committees operating at the Supervisory Board for 2021.” In addition, the Supervisory Board received current information on the most important events and decisions of the Board of Management, which provided it with adequate knowledge of the Bank’s position, the macroeconomic situation and the market environment. It was thus able to assess how these factors affected the achievement of the assumed results and the Bank’s development plans.

The composition of the Supervisory Board of BNP Paribas Bank Polska S.A. guaranteed a high level of qualifications, competence and extensive professional experience, ensuring an appropriate level of collegial supervision over all areas of the Bank’s activity and guarantee a broad and comprehensive representation of opinions with respect to the assessment of the Management Board’s work and the Bank’s functioning.

Profiles of the members of the Supervisory Board

A graduate of Economics at the Warsaw School of Economics and post-graduate Advanced European Studies at the College of Europe in Bruges. 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 EUBanks, 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 and now 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, including Commerce Department at Paribas S.A. and Private Equity Department. 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. In 2013-2021 he has been the Deputy Head of IRB, controlling the strategy and development of this segment. Among other things, he oversaw retail banking in Central and Eastern Europe and Asia. In addition, since 2017 he serves as a member of the Supervisory Board of BMCI in Marocco, since 1998 – a member of the Supervisory Board of L.D.C. in France and since 2010 – a member of TEB Holding A.S. in Turkey. Mr Jean-Paul Sabet was Chairman of the Supervisory Board of BNP Paribas Bank Polska from 2013 to 2015. In 2014-2015, he was Chairman of the Supervisory Board of BNP Paribas Bank Polska S.A. (then BGŻ 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. Since 2018, he has been a member of the Supervisory Board of BNP Paribas Bank Polska S.A. and currently the Vice-Chairman.

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). In 1995, he was a consultant to the National Bank of Estonia, in 1996 – USAID advisor to the Ministry of Finance of Mongolia, in 1997 – in Romania and in 2000 – in Georgia. 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. In 2013, he was Vice-President of the Management Board of HAWE. Then (in 2013-2015), he served as Vice President of the Management Board of Polskie Górnictwo Naftowe i Gazownictwo SA. He is associated with BNP Paribas Group since 2010. In September 2014, he was appointed to the Supervisory Board of BNP Paribas Bank Polska (former BGŻ S.A.). 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 the Faculty of Law and Administration at the University of Warsaw and postgraduate studies in coaching and mentoring at SWPS and the Psychoeducation Laboratory. She is a lawyer with over 20 years of experience in supporting business, which she gained, among others, as a partner and head of the banking practice while working for the largest international law firms in Warsaw: White & Case, CMS Cameron McKenna and EY Law. Since 2017, she has been working at EY Law Poland, specializing in advising on banking and finance and restructuring processes. She is recognized as a leading legal expert and recommended in the most prestigious legal rankings: Chambers Europe, IFRL and Legal 500 and works with the European Financial Congress (EFC). She is a practicing business coach and mentor and a member of the European Mentoring and Coaching Council and a member of the Association of Restructuring Practitioners. In 2020 she founded her own company „Mentoring for lawyers” combining legal practice and coaching/mentoring.

Graduate of Sapienza University in Rome and postgraduate studies at Bocconi University and London Business School. She was a participant of the Women on Board training program at the European Business School. She started her professional career in 1996-1997 at the Italian Association for International Organizations working with the Organization for Security and Cooperation in Europe (OSCE). From 1997 to 1998 she worked at the Italian Ministry of Foreign Affairs in the area of project financing. From 1998 to 2000 she worked at Abbott – Diagnostic Division as a Controlling Specialist responsible for Italy. From 2000 to 2009 she worked at Banca Nazionale del Lavoro, first as HR Business Partner in the area of „e-services”, Budget Manager and HR Manager for Talent Development, then as Payroll and Benefits Specialist and Head of International Mobility in the process of integration with BNP Paribas. Since November 2009, she has been the Managing Director of the HR Compensation and Finance System for the IRB Area. She is responsible for HR issues across the US and the Asia Pacific Region of the IRB Area.

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 2008 to 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/ Warsaw School of Economics. 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. In the years 2011-2012, 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, was a member of the Supervisory Board of PGE Dystrybucja SA and Chairperson of the Supervisory Board of NOM (Independent Interzone Operator) (2012-2014), a Chairperson of the Audit Committee of the LiderShe Association (2012-2018), a member of the Supervisory Board of the Humanites Foundation (2014-2018) and a member of the Board of Trustees of SWPS University of Humanities and Social Sciences (2016-2019). 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 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.

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).

She received her degree in commercial engineering from the EHSAL Business School in Brussels in 2000. She started her career at Siemens IT Services, where she was responsible for creating an e-commerce portfolio. Then she continued work at Siemens Business Services, where she was a project manager, sales portfolio manager and director of Bidding and Tendering. She also managed the IT team for Outsourcing and Pre-Sales. Since 2007, she has been working for Fortis Bank. Then she worked for BNP Paribas Fortis where she held many positions. Since 2010 she was the Head of IT Resource Management and Strategic Sourcing Team. Since 2013, she led more than a dozen process improvement initiatives in Distribution Channels and CRM before becoming Director of Distribution Channels and CRM in the E2E Operations Area in 2015. In 2018, she assumed the leadership of the Operations Department which leads Consumer and Business Customer Service. Since January 2020, she is Managing Director of the E2E Operations Area (called: Customer Service Center) and member of the Executive Committee of BNP Paribas Fortis.

Graduated in economics from the Faculty of Economics and Foreign Trade at the University of Łódź. Received a diploma in Finance and Accounting from Hogeschool van Utrecht in the Netherlands. Participated in the ACCA (Association of Chartered Certified Accountants) programme (1997-1998). He also obtained the CIA (Certified Internal Auditor) diploma. In his professional career to date, he has held the following positions: external auditor at Ernst & Young (New York, London, Toronto, Vancouver, Warsaw) (1996-2002), finance director at Citileasing sp. z o.o. and Handlowy-Leasing S.A. (2003-2004), Regional Coordinator for Central Europe at KBC GROUP N.V. (2004-2008), Internal Audit Director for Central and Eastern Europe and Russia at AVIVA (2008-2011), member of the Supervisory Board and Audit Committee at Jastrzębska Spółka Węglowa S.A. (2011-2012), Director of Enterprise Risk Management at Deloitte Advisory (2011-2012).  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. Since 2009, he has chaired the Club of Audit Managers in Poland. He serves as a member of the Supervisory Board and Chairman of the Audit Committee of Selena FM S.A. 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. Since June 2013 he has been a member of the Supervisory Board of BNP Paribas Bank Polska S.A.

Principles of functioning of the Supervisory Board

The Supervisory Board of BNP Paribas Bank Polska S.A. acts according to the provisions of the Banking Law, Code of Commercial Companies, Bank’s Statute and By-Laws of the Supervisory Board, text available on the – Bank’s website.

The Supervisory Board exercises constant supervision over all aspects of the Bank’s operations, in particular by evaluating the Management Board’s reports on the activities of the Bank and Bank’s Group as well as the financial statements of the Bank and Bank’s Group for the previous financial year, as regards their compliance with accounting books and documents as well as facts, and evaluation of the Management Board’s motions to distribute profits or cover losses. Additionally, the Supervisory Board is responsible for oversight of internal control system implementation as well as assessment of the appropriateness and effectiveness of the internal control system in place at the Bank.

In order to make the resolution of the Supervisory Board effective, it is required that all of the members of the Supervisory Board are notified about the meeting and at least a half of the Supervisory Board members is present at the meeting, including the Chairman or Vice-Chairman. The Supervisory Board adopts resolutions by simple majority of votes in the open voting. Secret voting is applied to resolutions on matters specified by law or regarding personnel decisions. The Supervisory Board may adopt resolutions in writing, without convening a meeting or using means of direct remote communication, in particular through the telephone, audiovisual and electronic means of communication.

Supervisory Board Committees

The Supervisory Board appoints internal committees composed of members of the Supervisory Board. The Committees have a consultative and advisory function for the Supervisory Board.The Committees activity is aimed at supporting the Supervisory Board through preparation in a working mode of opinions, recommendations and draft decisions concerning motions submitted for the Supervisory Board decision. The scope and mode of operation of the committees are determined by their regulations, which the Supervisory Board introduces in the form of a resolution.

The AGM approves the annual reports on the activities of the Supervisory Board and its Committees.

BNP Paribas Bank Polska S.A. established the following Supervisory Board Committees:

  • Audit Committee
  • Risk Committee
  • Remuneration Committee
  • Nominations Committee

Composition of the Supervisory Board and Supervisory Board Committees as at 31.12.2021

XLS
Name Audit Committee Risk Committee Renumeration Committee Nomination
Committee
Lucyna Stańczak-Wuczyńska  Member Member Member Member
Jean-Paul Sabet  Chairman Chairman
Francois Benaroya   Member Chairman Member Member
Jarosław Bauc  Member
Małgorzata Chruściak  Member
Géraldine Conti  Member Member
Mariusz Warych  Chairman Member

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. In addition, the Audit Committee supervises the activities of the statutory auditor and periodically evaluates its work. The Audit Committee was established by the Supervisory Board in accordance with the provisions of law regarding the appointment, composition and operation of the Audit Committee, as well as the independence of its members and their appropriate knowledge and skills, knowledge of accounting principles and auditing.

Composition of the Audit Committee

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 December 2021:

  • 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:

  • 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.
  • 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.
  • 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 SkarbiecEmerytura, 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.
  • 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 Management Board 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.

Regular members of the Audit Committee meetings also attend the meetings:

  • Chairman of the Board
  • Board member who supervises the Finance Area,
  • Board Member who supervises the Risk Area,
  • Managing Director of the Internal Audit Division,
  • Managing Director of the Compliance Division.

Audit Committee Meetings

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

In 2021 the Audit Committee held 9 meetings, including 2 written meetings, to discuss, among other things:

  • financial statements for 2020,
  • the report on operations of the Bank’s Capital Group for 2020,
  • report containing non-financial information for 2020,
  • quarterly and semi-annual reports on financial performance in 2021,
  • the provision of additional services by the audit firm
  • action plans of the Internal Audit Division and Compliance Division,
  • periodical reports on the activities of the Audit and Compliance Divisions,
  • annual report on evaluation of effectiveness of internal control mechanisms and processes,
  • periodical reports on the status of monitored audit recommendations and the implementation of the PFSA’s recommendations,
  • the issue of the Bank’s compliance with the „Best Practice for WSE Listed Companies 2021”,
  • recommendation to renew the contract with the auditing firm,
  • the results of the Bank’s BION assessment in 2021.

In addition, the Committee periodically evaluated the performance of the external auditor. It discussed and reviewed updated regulations in the areas of accounting, auditing and compliance, and recommended to the board of directors to adopt them.

In 2021 all members of the Audit Committee actively participated in Committee meetings and demonstrated a high level of commitment to the proper performance of their duties. The number and duration of meetings, as well as access to resources, were sufficient to enable the Audit Committee to fully discharge its responsibilities.

Audit Committee oversight of selection of audit firm

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, as well as rules of information exchange, supervises the auditor’s work and performs a periodic evaluation of the external auditor’s performance.

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.”
  • „Procedure for the selection of the audit firm at BNP Paribas Bank Polska S.A.”
  • „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 authorization 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.

On 9 December 2021 the Board decided to extend the agreement with the existing audit firm for 2022-2023.

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 addition, in accordance with the requirements set forth in the Selection Policy (§ 4) and Audit Firm Selection Procedure (§ 8), taking into account the rotation rules for the audit firm and the key statutory auditor (§ 6 and 7 of the Policy), the Audit Committee recommended, and the Supervisory Board decided, to re-appoint the existing audit firm and to renew the audit contract with this firm for the financial statements of the Bank and the Bank’s Group.

In 2021, 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 e-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.

Composition of the Risk Committee

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

Composition of the Risk Committee as at 31 December 2021:

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

* Małgorzata Chruściak has been a member of the Risk Committee since 29 September 2021. Previously, the Risk Committee consisted of three members.

Risk Committee Meetings

The Risk Committee meets at least once every six months or more frequently if necessary. Meeting dates are set by the Committee Chairman. In 2021 the Risk Committee held four meetings.

During the meetings, the Risk Committee discussed periodic reports on:

  • credit risk,
  • market and liquidity risk,
  • operational risk and fraud prevention,
  • ALMT risk,
  • legal risk,

In addition, the Committee provided opinions and recommended resolutions to the Supervisory Board, which included:

  • operational risk strategy for 2021,
  • operational risk strategy for 2022,
  • investment strategy of BNP Paribas Bank Polska S.A,
  • methodology of stress testing analysis of sensitivity of interest rate, foreign exchange, liquidity and capital positions,
  • policy on internal capital estimation at BNP Paribas Bank Polska S.A.,
  • Risk appetite of BNP Paribas Bank Polska S.A,
  • risk management strategy,
  • approval of risk tolerance level for models,
  • recovery plan of BNP Paribas Bank Polska SA,
  • information policy of BNP Paribas Bank Polska S.A. regarding capital adequacy.

In 2021 the Committee paid particular attention to the issue of legal risks related to litigation on foreign currency/CHF-denominated loans.

The number of Committee members attending each Risk Committee meeting allowed for the proper conduct of all Committee meetings in 2021.

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.

Composition of the Remuneration Committee

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

Composition of the Remuneration Committee as at 31 December 2021:

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

* Géraldine Conti has been a member of the Remuneration Committee since 29 September 2021. Until 30 June 2021, Józef Wancer was a member of the Committee.

Remuneration Committee Meetings

The Remuneration Committee meets at least once every six months or more frequently as needed. In 2021, the Remuneration Committee held four meetings – including one in writing form. During the meetings, the Committee discussed:

  • an evaluation report on the functioning of the remuneration policy in 2020, including the remuneration policy for persons with a material impact on the Bank’s risk profile,
  • the annual objectives of the members of the Bank’s Management Board and the achievement of these objectives,
  • remuneration principles and variable remuneration of members of the Management Board and managers of the audit and compliance area,
  • report on employment and remuneration at the Bank in 2020,
  • system of granting incentive awards,
  • a change in the employee remuneration policy, remuneration policy for persons with a material impact on the Bank’s risk profile and remuneration policy for the Supervisory Board members,
  • changes to the Remuneration Committee Regulations.

The Nominations Committee supports the Supervisory Board in evaluating the qualifications of candidates for members of the Bank’s Management Board and Supervisory Board. Together with the Supervisory Board, the Nominations Committee determines the criteria to be used in the selection of the members of the Management Board and the Supervisory Board. The criteria take into account: knowledge, competence and expected commitment in terms of time required to perform the function. In addition, the Committee determines the responsibilities of a candidate for the Bank’s Management Board. The Nominations Committee periodically assesses, at least once a year, the knowledge, competence and experience of the Bank’s Management Board as a whole as well as individual members of the Management Board. It also evaluates the structure, size, composition and effectiveness of the activities of the Bank’s Management Board and then makes recommendations to the Supervisory Board for any changes in this respect.

The Nominations Committee creates and updates the „Suitability Assessment Policy for Supervisory Board Members, Management Board Members and Key Function Holders at BNP Paribas Bank Polska SA” applied by the Bank. It monitors its effectiveness. The assessment policy verifies the adequacy of the Supervisory Board members, Management Board members and persons who perform the most important functions at the Bank. The Nominations Committee periodically reviews the policy and makes recommendations for changes to the Supervisory Board. In addition, the Nominations Committee provides oversight of key processes such as succession plans and employee professional development. It makes recommendations to the Board regarding the nomination and succession process for individuals in key positions and recommendations to reduce or increase the number of members of the Bank’s Management Board.

Composition of the Nominations Committee

The Committee is composed of at least three members of the Supervisory Board. The members of the Nominations Committee must have appropriate knowledge, competence and experience to properly assess the composition of the Management and Supervisory Boards and the recommended candidates for the Management and Supervisory Boards.

Composition of the Nominations Committee as at 31 December 2021:

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

* Géraldine Conti has been a member of the Nominations Committee since 29 September 2021. Józef Wancer was a member of the Committee until 30 June 2021.

Nominations Committee Meetings

The Committee’s meetings are held with the frequency necessary to effectively fulfil its mission, on dates determined beforehand by the Chairman. In 2021, the Committee held five meetings – including two in written form.

In 2021, the Committee periodically assessed the individual and collective adequacy of members of the Supervisory Board and members of the Bank’s Management Board. With the five-year term of the Supervisory Board ending in 2021, the Committee performed and confirmed a positive assessment of the suitability of the members of the Supervisory Board prior to their appointment for a new term. The Committee also evaluated the suitability of new Supervisory Board and Management Board candidates and assessed the individual suitability of Supervisory Board members prior to their appointment to the Committees. Moreover, the Committee discussed amendments to the Policy of assessing the suitability of the Supervisory Board members, Management Board members and persons performing the most important functions at BNP Paribas Bank Polska SA. At the same time the Committee discussed the Policy on Appointment and Dismissal of Supervisory Board Members and Management Board Members and the Policy on Succession Planning. The Committee recommended that the Supervisory Board approves the above regulations.

Management Board

  • 102-18
  • 102-22
  • 102-24

The Bank’s Management Board is the management and executive body that operates on the basis of applicable laws, the Bank’s Statute and the Regulations of the Management Board. As of 1 January 2020, the Bank’s Management Board consists of nine members and this is pursuant to the Bank’s Statutes. The members of the Management Board – president and vice-presidents – are appointed by the Supervisory Board for a joint term of office which lasts three years. The mandates of the members of the Management Board expire upon expiry of their terms of office on the date of the General Meeting which approves the financial statements for the last full financial year in which they performed their functions. In addition, the Supervisory Board, acting on the basis of the „Policy for appointing and dismissing members of the Management Board”, may at any time dismiss or suspend a member of the Management Board.The President of the Management Board and at least one other member of the Bank’s Management Board must have the knowledge and experience to manage the Bank in a stable and cautious manner. At least half of the members of the Bank Management Board should have good knowledge of the banking market in Poland, i.e., they should permanently reside in Poland, have a good command of Polish and have gained the required experience on the Polish market.

Composition of the Bank’s Management Board as at 31.12.2021 and division of functional responsibilities of particular Board members

XLS
Name Office held in the Management Board of the Bank Supervised areas
Przemysław Gdański president Bank Management, Strategy and Agro Markets Area, Human Resources Area, Transformation Area.
He oversees the Internal Audit Division, Compliance Division, Marketing, Communications and Community Engagement Division, the Legal Division, Strategy and Market Analysis Division, and Agribusiness Division.
Jean-Charles Aranda vice-president Finance area, including the Financial Accounting Division, Capital Management Department, Management Accounting and Investor Relations Division, Tax Department, Asset and Liability Management Division, Data Governance Department.
André Boulanger vice-president CIB Banking Area, including the Financial Markets Division, CIB Strategic Clients Department, CIB Support and Business Development Department and Custody Services Department
Przemysław Furlepa vice-president Brokerage Office, Retail and Business Banking Area, including Sales Division, Internet Banking Division, Retail and Business Products Division, Credit Decision Department, Retail Banking Budgeting and Analysis Office, Wealth Management Department, Customer Relationship Development Department, Customer Transformation and Experience Development Department
Wojciech Kembłowski vice-president Risk Area, including the Corporate Restructuring and Debt Collection Division, SME and Agro Clients Risk Division, Individual and Micro Clients Risk Division, Financial and Counterparty Risk Division, CIB and Corporate Clients Risk Division, Systemic Risk Management Division, Operational Risk, Credit Control and Fraud Prevention Division.
Kazimierz Łabno vice-president Operations and Business Support area, including the Operations Division, Central Purchasing Department, Real Estate and Administration Department, Operations Control Department.
Magdalena Nowicka vice-president New Technologies and Cyber Security Area, including the New Technologies, Architecture and IT Support Division, Central Functions IT Division, Corporate Banking and Capital Markets IT Development Division, Retail IT Systems Development Division, IT Project Portfolio Management and Organization Department, Security and Business Continuity Management Division, GCS Team (SPV).
Volodymyr Radin vice-president Personal Finance (PF) Banking Area, including Automotive Sales Division – Personal Finance, Consumer Finance Sales Division, B2C Sales Department, New Business Models and Innovation Department PF, Product Development and Customer Relationships Department PF, Partner Services and Insurance Banking Department PF, Operations Division PF, Planning and Finance Department PF.
Agnieszka Wolska vice-president *SME and Corporate Banking Area, including the Corporate Banking Sales Network Division, International Enterprises, Public Sector and Institutions Division, Corporate Banking Credit Decisions Department, Business and Organization Development Division, Specialized Finance Division, Cash Management Division, SME Sales Network Management Division, SME Product Development, Strategy and Credit Decisions Division, Leasing Department, Trade Finance Department, Factoring Management Department, Transaction Advisory Department, and Large Corporations Office.
* From 8 March to 31 August 2021 André Boulanger oversaw the SME and Corporate Banking Area - until Agnieszka Wolska took over.
  • 8 March 2021 – The Bank’s Supervisory Board appointed: Przemysław Gdański, Jean-Charles Aranda, André Boulanger, Przemysław Furlepa, Wojciech Kembłowski, Kazimierz Łabno, Magdalena Nowicka and Volodymyr Radin as members of the Management Board for a new three-year term of office starting after the Annual General Meeting of the Bank approving the financial statements for 2020 (i.e. 24 March 2021). Jerzy Śledziewski, who supervised the SME and Corporate Banking Area, did not apply for the position of Vice-President of the Management Board for a new term of office (he held the position of Vice-President until 8 March 2021).
  • 12 May 2021 – The Bank’s Supervisory Board appointed Agnieszka Wolska as Vice-President of the Management Board, overseeing the SME and Corporate Banking Area from 1 September 2021 until the end of the current term of the Management Board.

Members of the Bank's Management Board

Przemysław Gdański graduated from the University of Gdansk (faculty: International Trade) and completed a one-year program in international banking and finance at the Loughborough University in the UK. He completed the Advanced Management Program (AMP) at IESE Business School and a number of professional and managerial development programmes at, a.o., Harvard Business School, London Business School, University of California, Berkeley – Haas School of Business, Ashridge – Hult International Business School and HEC. He has been working in corporate banking for over 25 years. From 1993 to 1995 he worked for IBP Bank SA (BRE Bank was one of its shareholders), then for ABN AMRO Bank in Poland, Romania, and in the head office in Amsterdam. From 2002 to 2006, he was Managing Director of Large Corporates Division in BPH Bank SA. From May to November 2006 he was Chief Executive Officer and General Director of Calyon Bank Polska and Calyon Branch in Poland. In November 2006, he took the position of Vice-President of the Management Board of BPH Bank, responsible for corporate banking and real estate financing. As a result of the merger of a part of BPH Bank and Pekao SA, Mr Gdański was appointed as Vice-President of the Management Board, responsible for Corporate Banking, Markets and Investment Banking of Pekao SA. From 2008 to 2017, he was a member of the Board of Directors and Vice-President of mBank, where he was responsible for the Corporate and Investment Banking Division. Since November 2017, he has been the CEO of BNP Paribas Bank Polska S.A and a Territory Head for BNP Paribas, supervising BNP Paribas Group’s enterprises in Poland. For many years she has been a patron of initiatives to promote diversity, gender equality and to support activities and promote professional development of women.

Jean Charles Aranda graduated with distinction from the University of Bordeaux in France, where he received an MA in Internal Audit and Management Controlling. He is a chartered accountant. Jean-Charles Aranda started his career in 1998 at the Paris office of KPMG, where he was the manager responsible for banking financial audit. Between 2004 and 2009 he acted as Head of Mission at the BNP Paribas Inspection Generale’s central accounting tem. He was charged with, among others, the creation of a new audit team dedicated to financial audits. In 2009 he was appointed CFO of BNP Paribas El Djazaïr in Algeria. In January 2013 he was promoted to the post of CEO of that bank. Between August 2016 and April 2017, he held the post of Managing Director of the Management Accounting and Capital Management Line of BNP Paribas Bank Polska S.A. Since  April 2017 he has been a member of the Management Board, then Vice President of the Management Board of BNP Paribas Bank Polska S.A., supervising the Finance Area.

Graduated with magna cum laude distinction from Université Libre de Bruxelles. After graduating in 1986, he joined Crédit Communal de Belgique (now Belfius Bank) and worked there until joining Banque Paribas Belgium in 1989, where he became Branch Manager in Brussels. Subsequently, André Boulanger became Deputy Head of Risk Department for Banque Paribas Belgium. In 1994, he moved to Banque Paribas France where he was Vice President in charge of European subsidiaries’ commercial banking activities. He moved back to Belgium in 1998 to become Head of Corporate Banking. After the BNP and Paribas merger, in 2000, he became Head of the Corporate and Investment Banking activities. From 2002 André Boulanger continued his career in BNP Paribas France Structured Finance division as Head of Acquisition Finance and Loan Structuring Continental Europe. In 2005 he became Head of Corporate Coverage for Central and Eastern Europe and in 2007 André Boulanger was appointed as Global Head of Corporate and Transaction Banking. Then he was named the CEO and Chief Country Officer of BNP Paribas Netherlands (2010-2014). In 2014 he was nominated as Chief Operating Officer Corporate Banking Europe and in 2015 he became Chief Operating Officer EMEA Region. Since 2017 André Boulanger has served as Chairman of the Management Board of BNP Paribas JSC and Chief Country Officer in Russia. Since 2018 he has been Vice President of the Management Board of BNP Paribas Bank Polska S.A. supervising the CIB Banking Area.

A graduate of the Academy of Economics (now the University of Economics) in Katowice. He completed post-graduate studies at the Gdansk Bank Academy, Warsaw School of Economics and Jagiellonian University. He participated in numerous national and international managerial courses and workshops. He started his professional career with BPS Consultants Poland (now Nielsen Marketing Research). Then in the years 1994-1996 he worked as the Analyses Team Manager in the Wydawnictwo Papierów Wartościowych (securities publishing house). From 1996 to 2002 he worked for ING Bank Śląski, where initially he was employed in the Controlling Department and in the following years he was the Head of the Small and Medium-sized Enterprises Department, Corporate Customer Market Manager and Deputy Director of the Corporate Customer Department. In the years 2002-2004 he was the Financial Director and Board member in Alpinus SA (now HiMountain). In 2005 (until 2017) he started working for ING Bank Śląski on the position of the Regional Retail Sales Director, then he was Retail Sales Department Director and  Sales and Quality Development Department Director. Since 2013, as the Executive Director of Retail Banking he was responsible for the management of customer relations, segments and internet banking as well as digital banking and enterprises segment. He was a member of international projects focused on building added value for customers through an omni-channel approach, increase in quality of digital services offering and cooperation with fin-techs. Since October 2017 he has been Vice President of the Management Board of Bank BNP Paribas Bank Polska S.A., responsible for Retail and Business Banking Area.

He is a graduate from the Warsaw School of Economics (Faculty of Finance and Statistics). He completed several management courses organised by Harvard Business School and Raiffeisen Bank International AG. At the beginning of his professional career (1993-1997), he worked for CSBI S.A., a company of the Sygnity S.A. group, where he held the position of head of Analysis in the Financial Department. Then he worked for Raiffeisen Bank Polska S.A., first as a financial analyst and an account manager (1997-2000), and then as a risk manager (2000-2003). In the years 2003-2008, he was the Head of the Credit Risk Management Department of Raiffeisen Bank Polska S.A. responsible for corporate, SME and financial institutions. In the years 2008-2011, he held the position of director and subsequently of managing director of the Risk Area of Raiffeisen Bank Polska S.A. Since May 2011, he was working for BNP Paribas Bank Polska S.A. as a member of the Management Board and the Chief Risk Officer. Since May 2015 he has been a Vice President of the Management Board of BNP Paribas Bank Polska S.A. supervising the Risk Area.

Kazimierz Łabno holds a degree in sociology from the Jagiellonian University in Kraków and post-graduate degree in banking studies from the Cracow University of Economics. He has nearly 30 years of professional experience in universal banking projects as well as in the area of nearshoring and operations. He started his banking career in 1990 at BPH Bank and worked there until 2010. He was responsible for the project of merging Bank Przemysłowo-Handlowy with Powszechny Bank Kredytowy. In 2005, he managed the BPH Bank’s demerger process. In 2007, he became the vice-president of the management board responsible for IT, operations, services and integration. In 2010, he left BPH Bank to manage the Strategic Projects Department at Alior Bank. In 2012 he interrupted his career in the banking sector and established a cardboard packaging factory – TriPack Ltd. In 2013, he was the vice-president of the management board of IT BPS company, part of Bank Polskiej Spółdzielczości S.A. Group. Then  he had held the position of operations director and transformation manager at Raiffeisen Bank Polska SA. Since November 2018 he has been a Vice President of the Management Board of BNP Paribas Bank Polska S.A. supervising the Operations & Business Support Area.

Graduate of the Ukrainian Academy of Banking (National Bank of Ukraine). He also completed a graduate course in marketing at the HEC in Paris and a course on running Boards of directors at the Ukrainian Corporate Governance Academy. He has over 15 years of banking experience. From 2002 to 2003 he worked for Bank Aval (Raiffeisen Bank Aval) as the Head of the Consumer Finance unit.  From 2003 to 2007 he held the position of Head of Retail Business Line in Universal Bank of Development and Partnership (Foxtrot Group), then, from 2007 to 2008, he was the Deputy Head of the Retail Business Line and Head of Product Management in Kreditprombank. In 2008 he joined the BNP Paribas Group as Head of Sales and Marketing and Deputy Head of Personal Finance Business Line at Ukrsibbank (BNP Paribas Group). In 2014 he was nominated Head of Personal Finance Business Line, member of the Management Board of Ukrsibbank and later, Deputy CEO of the Bank. During his over 15 year career at financial institutions, he participated in numerous projects consisting in the creation, deep transformation or comprehensive modernization of retail banking operations: consumer finance, credit cards, automotive financing, mortgage loans, payment services, savings products, debt collection, contact centers. Based on his solid financial background he has built strong competences in various areas of the banking industry such as sales & marketing, financial planning and budgeting, operational and credit risk management, commercial analytics, client satisfaction management. Since  October 2019 he has been Vice President of the Management Board of BNP Paribas Bank Polska S.A., supervising the Personal Finance Banking Area.

Magdalena Nowicka is a graduate of the Faculty of Mathematics at the Maria Curie Skłodowska University in Lublin and holds an MBA degree from the Warsaw University of Technology. She also completed a post-graduate course in management and IT in business at the Warsaw School of Economics. She worked for ING Group for 20 years. She began her career at ING Barings in 1997, then she worked in the IT Division at ING Bank Śląski where she was holding the position of Head of IT Support Department. From 2006 to 2016 she was CEO of ING Group’s technological center rendering IT services, including cybersecurity and cloud solutions for clients located in more than 20 countries. In 2017 she took the position of Head of IT Poland at Nordea. Among other projects, she participated in building the Nordea Horizon Center – a modern IT monitoring and operational center. As the Global Head of Technology Sourcing at Nordea, she was also responsible for executing its strategy in terms of utilizing global IT services centers. Since January 2021 she has been a Vice President of the Management Board of BNP Paribas Bank Polska S.A. supervising the New Technologies and Cybersecurity Area. Magdalena Nowicka is active in projects supporting the development of women in the world of new technologies. She is a mentor of the programme „Technology in a skirt”.

Agnieszka Wolska graduated in Finance and Banking from the Warsaw School of Economics. She has over 17 years of experience in stock-listed international banks. She started her professional career in 2003 at Bank BPH in the Structured Finance Department. In 2006, she took the position of Deputy Head of the Structured Finance Department. She became the Deputy Head of Corporate Solutions at Bank Pekao in 2007, and the Head of the TMT Bureau at this bank in 2010. In 2014, she took the position of the Head of Large Corporate Department at Santander Bank Polska, and in 2016 she was nominated for the position of the director, Head of Corporate Banking Area at this bank. In the same year, she joined the group of 10+ top-level executives at Santander Bank Polska, forming executive management team of Polish operations. In 2018, she was appointed director, Head of Business and Corporate Banking Area at Santander Bank Polska. During her career, she also participated in numerous courses in finance, management and leadership. Since September 2021, she is Vice President of the Management Board of BNP Paribas Bank Polska S.A. and oversees the SME and Corporate Banking Area.

Principles of functioning of the Management Board

The Management Board handles all matters of the Bank which are not reserved by law and which do not fall within the competence of other bodies of the Bank. A detailed description of the operation, including the scope of competence of the Management Board, is set out in § 22(2) of the Bank’s Statutes and in the Regulations of the Bank’s Management Board

A list of the most important matters handled by the Board:

  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 offer.
  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,I f 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.
  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.

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:

  • two members of the Management Board acting jointly or one member of the Management Board together with the commercial representative,
  • 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.

Representatives may also be appointed to make declarations of will on behalf of the Bank, acting alone or with another authorised person (attorney, proxy or member of the Bank’s Management Board) within the limits of the powers of attorney granted to them.

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 EGM’s decision came into effect after the approval of the PFSA for the above actions.

Decisions of the Management Board shall take the form of resolutions and shall be adopted by an absolute majority of votes cast in the presence of at least half the members of the Management Board. Meetings of the Management Board shall be held whenever necessary. The members of the Management Board may meet in one place or communicate by means of direct remote communication.

Due to the ongoing COVID-19 pandemic, Board meetings in 2021 were held under a hybrid model. In 2021, 72 meetings of the Bank’s Management Board were held, of which 17 were held by written procedure. The Board members passed 155 resolutions.

Remuneration of the Management Board and Supervisory Board

Individual data on remuneration paid in during the year for individual Management Board Members are as follows:

XLS
PLN’000 Period of service Basic remuneration Variable remuneration paid during the year Phantom shares Shared issues2 Additional benefits Total
Name and surname from to
Przemysław Gdański 01.01.2021 31.12.2021 2,132 886 81 345 147 3,591
Jean-Charles Aranda 01.01.2021 31.12.2021 985 294 36 171 260 1,746
André Boulanger 01.01.2021 31.12.2021 1,068 242 6 176 129 1,621
Przemysław Furlepa 01.01.2021 31.12.2021 1,080 286 36 206 214 1,822
Wojciech Kembłowski 01.01.2021 31.12.2021 1,045 392 76 236 107 1,856
Kazimierz Łabno 01.01.2021 31.12.2021 890 128 – 117 106 1,241
Magdalena Nowicka 01.01.2021 31.12.2021 960 – – – 83 1,043
Volodymyr Radin 01.01.2021 31.12.2021 682 88 – 28 647 1,445
Jerzy Śledziewski3 01.01.2021 24.03.2021 852 336 61 234 4764 1,959
Agnieszka Wolska 01.09.2021 31.12.2021 340 – – – 80 420
Total 10,034 2,652 296 1,513 2,249 16,744
11 remuneration paid to the Management Board Members for the period of performing duties in the Management Board
2value of shares issued according to the valuation in the actuarial report
3the remuneration given until the date of termination of the employment relationship
4includes severance pay already paid on termination of the employment contract and compensation for unused annual leave

XLS
PLN’000 Period of service Basic remuneration Variable remuneration paid during the year Phantom shares Additional benefits Total
Name and surname from to
Przemysław Gdański 01.01.2020 31.12.2020 2,020 592 467 135 3,214
Jean-Charles Aranda 01.01.2020 31.12.2020 902 376 155 250 1,683
André Boulanger 01.01.2020 31.12.2020 1,022 263 40 126 1,451
Przemysław Furlepa 01.01.2020 31.12.2020 1,067 339 191 294 1,891
Wojciech Kembłowski 01.01.2020 31.12.2020 1,020 538 297 111 1,966
Kazimierz Łabno 01.01.2020 31.12.2020 830 171 – 94 1,095
Jaromir Pelczarski 01.01.2020 31.12.2020 1,037 441 227 107 1,812
Volodymyr Radin 01.01.2020 31.12.2020 679 50 – 590 1,319
Jerzy Śledziewski 01.01.2020 31.12.2020 1,135 425 260 113 1,933
Total 9,712 3,195 1,637 1,820 16,364
1remuneration paid to the Management Board Members for the period of performing duties in the Management Board

Members of the Management Board concluded with BNP Paribas Bank Polska S.A. employment contract for an indefinite period. Terms of contaracts were prepared in accordance with the currently applicable laws and internal regulations. Members of the Management Board signed non-competition agreements while working with BNP Paribas Bank Polska S.A. Additionally, 2 members of the Management Board are bound by non-competition agreements for 9 months after termination of work. Members of the Management Board of BNP Paribas Bank Polska S.A. do not receive remuneration for acting as governing bodies of subsidiaries of the BNP Paribas Bank Polska S.A. Group.

According to individual employment contracts, Management Board members have the right to life insurance and a medical care package as well as compensation bonuses. In addition, the additional benefits due to members of the Management Board (based on individual employment contracts) include, among others:

  • housing allowance specified in the employment contract,
  • covering or reimbursement of costs incurred in connection with posting to work in Poland,
  • covering the costs of private travel to the posting country for a Member of the Management Board and members of the family living in Poland (at a specific frequency),
  • covering the costs of attending children to schools in Poland,
  • one-time allowance related to a change of place of work.

BNP Paribas Bank Polska S.A. does not have any liabilities arising from pensions and benefits of a similar nature, towards the former management and supervisory staff.

Individual data on remuneration paid in during the year for individual Management Board members are as follows:

XLS
PLN’000 Period of service Remuneration due to the office held in the Supervisory Board1 Remuneration due to the office previously held in the Management Board
Name and surname from to Variable remuneration Phantom shares
Lucyna Stańczak-Wuczyńska 01.01.2021 31.12.2021 365 – –
Józef Wancer 01.01.2021 30.06.2021 350 – –
Jean-Paul Sabet 01.01.2021 31.12.2021 21 – –
Francois Benaroya 01.01.2021 31.12.2021 – 34 26
Jarosław Bauc 01.01.2021 31.12.2021 190 – –
Małgorzata Chruściak 01.07.2021 31.12.2021 73 – –
Géraldine Conti 01.07.2021 31.12.2021 – – –
Stefaan Decraene 01.01.2021 31.12.2021 – – –
Magdalena Dziewguć 01.01.2021 31.12.2021 153 – –
Sofia Merlo 01.01.2021 24.03.2021 – – –
Vincent Metz 01.01.2021 31.12.2021 – – –
Piotr Mietkowski 01.01.2021 31.12.2021 – – –
Khatleen Pauwels 01.07.2021 31.12.2021 – – –
Stéphane Vermeire 01.01.2021 31.05.2021 – – –
Mariusz Warych 01.01.2021 31.12.2021 305 – –
Total 1,457 34 26
1includes only remuneration for work in the Supervisory Board

XLS
PLN’000 Period of service Remuneration due to the office held in the Supervisory Board1 Remuneration due to the office previously held in the Management Board
Name and surname from to Variable remuneration Phantom shares
Józef Wancer 01.01.2020 31.12.2020 600 – –
Jarosław Bauc 01.01.2020 31.12.2020 180 – –
Jean-Paul Sabet 01.01.2020 31.12.2020 – – –
Francois Benaroya 01.01.2020 31.12.2020 – 154 90
Stefaan Decraene 01.01.2020 31.12.2020 – – –
Magdalena Dziewguć 01.01.2020 31.12.2020 150 – –
Michel Falvert 01.01.2020 19.03.2020 – – –
Sofia Merlo 01.01.2020 31.12.2020 – – –
Vincent Metz 29.06.2020 31.12.2020 – – –
Piotr Mietkowski 01.01.2020 31.12.2020 – – –
Monika Nachyła 01.01.2020 30.11.2020 150 – –
Lucyna Stańczak-Wuczyńska 01.12.2020 31.12.2020 – – –
Stéphane Vermeire 01.01.2020 31.12.2020 – – –
Mariusz Warych 01.01.2020 31.12.2020 300 – –
Total     1,380 154 90
1includes only remuneration for work in the Supervisory Board

Information on the remuneration of the Management Board and the Supervisory Board members can be found also in note 52 Related party transactions in the Stand-alone Financial Statements of BNP Paribas Bank Polska S.A. for the year ended 31 December 2021.

On 24 August 2018, at the Extraordinary General Meeting, a resolution was adopted as a result of which a member of the Supervisory Board who is simultaneously employed in any entity within the BNP Paribas SA Capital Group or in any subsidiary of any entity being part of the BNP Paribas SA Capital Group, will not be entitled to remuneration for performing the function of a member of the Supervisory Board of BNP Paribas Bank Polska S.A.

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