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Compensation of the members of governing bodies

Annual Report 2018 > CORPORATE GOVERNANCE > Compensation of the members of governing bodies
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The rules for compensating Management Board members are shaped by the Supervisory Board in accordance with Resolution No. 4 adopted by PZU’s Extraordinary Shareholder Meeting on 8 February 2017 in the matter of determining the compensation of the Management Board members, as amended by Resolution No. 38 adopted by PZU’s Ordinary Shareholder Meeting on 29 June 2017 and the requirements set forth in the Act of 9 June 2016 on the Rules for Shaping the Compensation of Persons Managing Some Companies.

The foregoing rules stipulate that the total compensation due to a Management Board member for rendering management services and discharging other obligations ensuing from the Management Services Provision Agreement consists of the following:

  • fixed compensation - flat monthly base compensation (for a calendar month) that cannot exceed the reference range established pursuant to art. 4 section 2 of the Act on the Rules for Shaping the Compensation of Persons Managing Certain Companies without prejudice to the situations outlined in art. 4 section 3 of the aforementioned act;
  • variable compensation - supplementary compensation for a given financial year depending on the extent to which management objectives are attained, within the catalogue of management objectives defined pursuant to the aforementioned act, and which include, among others, growing the Company’s value and improving its economic and financial ratios. The variable compensation for a given financial year may not exceed 100% of the annual fixed compensation in the previous financial year for which the amount of variable compensation due is to be calculated. In addition, a significant portion of the variable compensation is awarded in the form of deferred variable compensation. Deferred variable compensation is payable over 3 years. After the elapse of 12, 24 and 36 months, respectively from the date of allocation, a Management Board member may acquire the right to 1/3 of the deferred variable compensation for a given year subsequent to satisfying the conditions defined in the Management Services Provision Agreement.

Moreover, the Management Services Provision Agreements entered into with Management Board members regulate their term of notice and issues related to refraining from engaging in competitive activity to the Company’s during their term of validity after their termination in consideration for damages. These contracts do not contain provisions contemplating damages in the event Management Board members resign or are dismissed from their position without a valid reason except for severance pay distributed after the fulfillment of contractual prerequisites which include dismissal or release on account of the issuer undergoing a merger by way of acquisition.

In 2018, the PZU Group companies subject to consolidation did not grant any loans or similar benefits to members of their management boards, higher level managers or members of their supervisory boards.

Group Directors

There is a common management model in PZU and PZU Życie. The rules governing the establishment of which and the appointment to and dismissal from which are laid down in the Organizational Rules and Regulations of these companies. According to this model, the persons discharging the functions of Management Board members at PZU Życie are at the same time employed as directors of the PZU Group at PZU and are in charge of the same business structures and areas at PZU and PZU Życie SA.

The following persons served as directors of the PZU Group throughout 2018:

  • Aleksandra Agatowska;
  • Tomasz Karusewicz;
  • Bartłomiej Litwińczuk;
  • Dorota Macieja
  • Roman Pałac.

The compensation paid to members of PZU’s key management staff (PZU Management Board Members, higher level managers and Supervisory Board members who discharged their duties for at least one day in 2018 and 2017).

Compensation and other short-term employee benefits paid by PZU (PLN thous.) 1 January – 31 December 2018 1 January – 31 December 2017
  including bonuses and special awards:   including bonuses and special awards:
Management Board, of which: 3,857 - 6,870 2,042
Paweł Surówka 793 - 683 74
Rodger Hodgkiss 766 - 1,171 412
Tomasz Kulik 766 - 319 -
Maciej Rapkiewicz 766 - 1,152 379
Małgorzata Sadurska 766 - 421 -
Michał Krupiński nd. nd. 2 086 1) 895
Andrzej Jaworski nd. nd. 945 2) 282
Marcin Chludziński nd. nd. 93 -
High-level managers (PZU Group Directors), including: 1,451 11 5,138 1,381
Aleksandra Agatowska 203 - 854 254
Tomasz Karusewicz 307 - 1,031 356
Bartłomiej Litwińczuk 307 - 754 122
Roman Pałac 317 - 986 378
Dorota Macieja 317 11 3) 501 -
Paweł Surówka nd. nd. 261 4) 72
Sławomir Niemierka nd. nd. 751 199
Supervisory Board, of which: 1,420 - 1,344 -
Maciej Łopiński 169 - nd. nd.
Paweł Górecki 170 - 131 -
Alojzy Nowak 170 - 154 -
Marcin Chludziński 156 - 133 -
Agata Górnicka 156 - 133 -
Robert Jastrzębski 127 - nd. nd.
Katarzyna Lewandowska 157 - 115 -
Robert Śnitko 156 - 105 -
Maciej Zaborowski 156 - 146 -
Aneta Fałek 3 - 114 -
Bogusław Banaszak nd. - 142 -
Marcin Gargas nd. - 18 -
Paweł Kaczmarek nd. - 48 -
Eligiusz Krześniak nd. - 13 -
Jerzy Paluchniak nd. - 39 -
Piotr Paszko nd. - 13 -
Radosław Potrzeszcz nd. - 13 -
Łukasz Świerżewski nd. - 27 -

1) including non-competition compensation of PLN 600 thousand
2) including non-competition compensation of PLN 276 thousand
3) bonus for the Sponsoring Director function discharged from 1 January to 14 March 2017
4) compensation for the period of discharging the PZU Group Director’s function until 12 April 2017

Compensation and other short-term employee benefits paid by other PZU Group entities (PLN thous.) 1 January – 31 December 2018 1 January – 31 December 2017
  including bonuses and special awards:   including bonuses and special awards:
Management Board, of which: 90 - 2,835 801
Paweł Surówka 90 1) - 499 214
Rodger Hodgkiss - - 491 214
Tomasz Kulik - - 840 103
Maciej Rapkiewicz - - 446 135
Michał Krupiński nd. - 67 2) -
Andrzej Jaworski nd.   492 3) 135
High-level managers (PZU Group Directors), including: 2,206 6 3,030 706
Aleksandra Agatowska 344 - 509 137
Tomasz Karusewicz 460 - 604 192
Bartłomiej Litwińczuk 460 - 455 66
Roman Pałac 476 - 604 204
Dorota Macieja 466 6 4) 319 -
Sławomir Niemierka nd. nd. 539 107

1) remuneration for the function of Pekao Supervisory Board Member discharged from 1 January to 20 June 2018
2) remuneration for the function of Alior Supervisory Board Member discharged from 1 January to 14 June 2017
3) including non-competition compensation of PLN 149 thousand (PZU Życie)
4) bonus for the Sponsoring Director function discharged from 1 January to 14 March 2017

Total estimated value of non-cash benefits granted by PZU and PZU’s subsidiaries 1 January – 31 December 2018 1 January – 31 December 2017
Management Board, of which: 515 701
Paweł Surówka 149 62
Rodger Hodgkiss 115 144
Tomasz Kulik 77 76
Maciej Rapkiewicz 64 107
Małgorzata Sadurska 110 15
Michał Krupiński nd. 162
Andrzej Jaworski nd. 135
High-level managers (PZU Group Directors), including: 525 924
Aleksandra Agatowska 111 201
Tomasz Karusewicz 89 138
Bartłomiej Litwińczuk 118 151
Roman Pałac 129 168
Dorota Macieja 78 119
Sławomir Niemierka nd. 147

The Company does not have any pension liabilities or similar benefits to former managers, supervisors or former members of its administrative authorities or liabilities taken out in connection with these benefits.

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