According to the Articles of Association of Bank Millennium, the Bank’s governing bodies include: Shareholder Meeting, Supervisory Board and Management Board.
Shareholder Meeting is the highest governing body of the Bank; its powers include, among others: examination and approval of financial statements and the activity report for the financial year adopting a resolution on distribution of profit or coverage of loss, discharging members of the Bank's governing bodies on the performance of their duties, amending the Bank's Articles of Association, selection and dismissal of Supervisory Board members and setting their compensation.
Supervisory Board exercises permanent supervision over the Bank’s operations, including the operation of risk management and internal control systems. The Supervisory Board may establish standing or ad hoc committees to perform specific activities. Standing committees of the Supervisory Board are: the Audit Committee, the Personnel Committee and the Strategic Committee. The Audit Committee consists of at least two independent members and also at least one of the Committee Composition members should have experience in accounting and finance.
The Supervisory Board has 12 members (11 men and 1 woman). Seven members of the Supervisory Board, including its Chairman, are Polish citizens. Seven of the Supervisory Board members satisfy the criteria for being independent, meaning that they are not related to any shareholder holding 5% of the Bank's shares. The Supervisory Board's term of office is 3 years. The Chair of the Supervisory Board is not a chairman of the Management Board.
Detailed information on the powers of the Supervisory Board and its Committees is provided in the Bank’s Articles of Association available on the www.bankmillennium.pl website in the section About the Bank > Corporate bodies and governance.
The Management Board manages all of the Bank's operations and represents it externally. Powers of the Management Board include, among others, representing the Bank in relations with the Supervisory Board and with shareholders, defining the Bank’s organizational structure, rules of operation and organization of work,, developing and submitting reports and other documents describing the Bank’s operations to the Supervisory Board and the Shareholder Meeting, convening a Shareholder Meeting, establishing the Bank’s internal regulations, determining the principles of personnel policy, appointing committees authorized to monitor specified matters in a continuous manner.
The Management Board has 7 members (5 men and 2 women). Four members of the Management Board are the citizens of Poland. Management Board members are appointed for three years.
Detailed information on the powers of the Supervisory Board and its Committees is provided in the Bank’s Articles of Association available on the www.bankmillennium.pl website in the section About the Bank > Corporate bodies and governance.G4-34
Management Board by age groups
Conflict of interest prevention in the Bank's Governing Bodies
In order to prevent the conflict of interest, Supervisory Board Members submit:
- a statement of compliance/non-compliance with the criteria required from an independent Supervisory Board member, such as lack of connections with the Bank, the Management Board, other body of the Bank or significant shareholders, which may be the source of the conflict of interest, which is a threat to the person’s capacity to make independent assessment. Detailed criteria are provided in par. 12 of the Bank’s Articles of Association.
- Information on their participation in entities outside the Millennium BCP Capital Group and the Bank Millennium S.A. Capital Group, including their membership in the statutory bodies of an entity (e.g. management board member, supervisory board member, etc.) and holding the majority of votes as a shareholder.
Members of the Bank’s Management Board submit statements to the Chairman of the Bank’s Management Board and to the Bank’s Supervisory Board Chairman on the absence of any and all legal and statutory counter-indications for a given person to act in the capacity of a Management Board member.
At the same time, the powers of the Supervisory Board’s Personnel Committee include, among others, assessing candidates to become members of the Bank’s Management Board. Moreover, in the Bank other binding documents regulate the issue of a conflict of interests, such as Compliance Policy – Principles and Guidelines and the Regulations for Lending to Persons Affiliated with the Bank.G4-41