Composition of the Management Board and areas supervised by its members
As at 31 December 2013, the composition of the Management Board did not change compared to 31 December 2012.
According to the Decision of the Management Board Chairman regarding introduction of the Bank's Organizational Regulations, as at 31 December 2013. Management Board members supervised the following areas of operation:
Mariusz Klimczak, President of the Board: management and organization;
Stanisław Kolasiński, Vice President. First Deputy of the President of the Board: risk; Przemysław Lech Figarski, Vice President of the Management Board: retail market; Adam Zbigniew Grzebieluch, Vice President of the Management Board: support;
Krzysztof Wojciech Telega, Vice President of the Management Board: corporate market.
Management Board’s operation principles
Operation principles, authorization and tasks of the Management Board are determined in Articles 21-23 of the Articles of Association and Management Board Regulations available on the Bank’s website at www.bosbank.pl in the “Investor Relations" section. According to the above documents, the Management Board consists of at least three members (individuals) to include the President. Vice President - the First Deputy President and other vice presidents or members.
The President performs tasks determined in the Articles of Association and other internal regulations. including: Management Board Regulations and Organizational Regulations of the Bank. In particular, the President:
• manages overall operations of the Bank; • issues internal decisions;
• manages the work of the Management Board. calls its meetings. approves agenda and chairs the meetings;
• makes personal decisions within the scope determined in the Articles of Association and other internal regulations;
• issues organizational regulations of the Bank. as well as organizational regulations regarding branches and operational branches. approves organizational regulations of Head Office units;
• issues post-inspection recommendations within the internal control system;
• establishes and liquidates committees or task forces, appoints and dismisses their members. establishes and liquidates stand-alone positions;
• approves Management Board's work plans.
• coordinates Bank’s activities regarding eco-policy, representing BOŚ S.A. before Parliament members. public administration, including the minister in charge of environment. National and Provincial Environment Protection and Water Management Funds and other (national) non-budgetary special purpose funds.
If the office term expires following the death, resignation or dismissal of the Management Board
President, the First Vice President whose appointment requires the consent of FSA acts as the President. In such a case, the First Vice President takes over all tasks related to Bank's operations.
In the absence of the President, his functions, to include managing Bank's operations (except from appointing and dismissing the managing director. directors of Head Office units. their deputies and branch directors) are taken over by the First Deputy President or another member indicated by the President. Vice President or Management Board members manage the Bank’s operations within
• develops draft internal regulations to be issued by the General Meeting or Supervisory Board;
• decides on matters relating to commitments, or disposal of assets whose total value in relation to one entity exceeds 5% of the Bank's own funds;
• determines Bank’s information policy principles; • determines risk management policies of the Bank;
• determines prudent and stable management principles for the Bank;
• determines the general risk level and appropriately adjusted internal limits restricting the risk in individual operating areas;
• determines internal procedures regarding estimation of internal capital, management and capital planning;
• supervises risk management related to the operations of subsidiaries; • manages special funds;
• determines the procedures to appoint and dismiss the audit unit head and the manner to determine his/her remuneration;
• determines the incentive pay scheme for the Bank’s executives;
• accepts the Management Board Regulations determining which issues require collective decisions, procedures and formalities regarding its meetings.
Further, the Management Board collectively considers and resolves on the following issues: • calling of the General Shareholders’ Meeting;
• factors influencing:
• Bank’s financial performance, in particular determining of financial plans and business strategy, as well as interest rate on cash. loans and credit facilities in the Bank;
• establishing Bank’s relations with its business environment, in particular with regard to: determining the principles of appointing and dismissing plenipotentiaries and proxies, terms and conditions to act towards clients, on the interbank and financial markets. to include: clients’ rights and obligations. template regulations and contracts concluded with clients;
• determining the scope of the Bank’s empowerment, in particular regarding determining the principles of credit risk evaluation and credit decision making;
• other issues included in the Articles of Association or raised by Management Board members. Other collective competencies of the Board include:
• making credit decisions in line with relevant internal regulations;
• analyzing periodic information on the Bank's performance, its economic, financial and organizational standing;
• evaluating the performance of the Bank’s units.
Pursuant to Article 23 of the Articles of Association, the following individuals are authorized to make statements regarding Bank's property titles and obligations and to sign documents on its behalf: President of the Management Board individually or two other members, proxies or plenipotentiaries. acting jointly and within the granted authority range. The proxies and plenipotentiaries are appointed and dismisses by the President of the Management Board individually or two other members, proxies or plenipotentiaries, acting jointly and within the granted authority range.
Supervisory role of the Management Board members:
• promote business operations of supervised HO units in line with their competency range and development directions determined in strategies and financial plans of the Bank;
• control the work of the supervised HO units, correctness of their actions, progress and the final result. as well as compliance with the law and internal regulations;
• check adequacy of valid internal regulations and organizational structures to the current tasks of the supervised HO units;
• be in charge of professional correctness of internal regulations regarding the scope of operations of the supervised areas, issued in the form of resolutions or President's decisions;
• accept to have materials prepared by supervised HO units sent to the Management Board or President for analysis and decision;
• supervise internal control performance in the areas they are in charge of to ensure efficient and safe development of the Bank;
• monitor risks in the supervised areas;
• issue valid orders regarding the manner of proceeding for supervised HO units;
• in accordance with decisions of the President regarding the principles to hire Bank employees, decide on employment and remuneration, changes in employment terms and termination of contracts within the supervised units/areas, pursuant to internal regulations of the Bank.
When performing the above supervisory roles. Management Board members may present proposals and motions pertaining to the collective authorization of the Board for its consideration, both with regard to overall Bank’s operations and individual functions or departments.
Management Board meetings are called by the President as necessary, at least twice a month. Following a justified motion of a Management Board member or at his/her own discretion, the President may call an urgent Management Board meeting indicating its date. venue and agenda.
The meetings are attended by Management Board members and individuals invited by the President. During the meetings, the President presents the agenda for acceptance, chairs the meeting. gives the floor to speakers, decides on procedural issues, summarizes the discussion. the wording of resolutions, recommendations and conclusions. In cases justified by business or legal and formal needs. a member of the Management Board may – following the President’s consent – present a topic not included in the agenda during the meeting.
In the absence of the President, the meetings are called by the First Deputy President or another member indicated by the President.
Resolutions are passed during meetings called in the manner determined in the Management Board Regulations. Resolutions are passed with majority of votes. Resolutions may be passed if all members of the Board have been informed about a meeting and at least half of them are present at it, including the President, or, in his/her absence, First Deputy President or another member appointed by the President. In the case of a tie, the President has the casting vote. A member who does not consent with a passed resolution may have his/her separate opinion written down in the minutes. This does not release the member from the obligation to follow the resolution passed by the Board. A member of the Management Board cannot vote on issues regarding him/her personally. Minutes are taken during Management Board meetings.