Remuneration of the members of the group’s bodies

Employment contracts concluded with the Members of the Management Board, approved by resolution of the Supervisory Board, do not include compensation for resignation or dismissal from their positions without a valid reason, or if the dismissal results from a business combination through an acquisition of the issuer.

Separate non-competition agreements regulate among others refraining from post-employment competition with PZU in exchange for damages. In 2014–2016, PZU Group companies included in consolidation did not grant any loans or similar benefits to members of their management boards, higher level managers or members of their supervisory boards.

Rules of granting annual bonuses to the Members of the Management Board

The bonuses of the Management Board’s Members are dependent on their performance for the financial year. They are awarded by the Supervisory Board after the approval of the financial statements for the year.

The bonus amount depends on the performance of the business area supervised by the given Member of the Management Board; however, the areas that affect business results have much greater impact on remuneration than the support areas.

On 8 February 2017, Extraordinary Shareholders’ Meeting of PZU adopted resolution no. 4/2017 on regulations that govern the forming of compensation of Members of the Management Board of Powszechny Zakład Ubezpieczeń Spółka Akcyjna. The next step will be the implementation of the regulation in question by the Supervisory Board of PZU.

Group Directors

Positions of PZU Group Directors were established at PZU in relation to the implementation of the management model, according to which Members of the Management Board of PZU Życie as PZU Group Directors are in charge of the same business areas and functions in both companies. The positions of PZU Group Directors are established based on Organizational Regulations of PZU.

As at 1 January 2016, PZU Group Directors were the following:

• Przemysław Henschke;
• Sławomir Niemierka;
• Tobiasz Bury.

On 29 January 2016, Tomasz Karusewicz was appointed a Director of the Group, and on 15 February 2016 Roman Pałac also was appointed to perform this function. Moreover, on 29 January the following people ceased to hold the position of Director of the Group: Tobiasz Bury and Przemysław Henschke. As of 25 March 2016, Aleksandra Agatowska became the Group Director. On 2 September Bartłomiej Litwińczuk was appointed the Group Director, effective as of 19 August 2016, and on 25 October 2016 Paweł Surówka was appointed the Group Director effective as of 1 November 2016.

As at the date of preparation of this Report on the activities, the following people have been performing the role of a Director of PZU Group:

• Aleksandra Agatowska;
• Tomasz Karusewicz;
• Bartłomiej Litwińczuk;
• Sławomir Niemierka;
• Roman Pałac;
• Paweł Surówka.