Board of TFI PZU SA. In 1998-2006, he worked at PZU S.A. in the financial division and took part in strategic projects. Worked at TFI BGK S.A. from 2015, where he served as Member of the Board before his appointment to the Management Board of PZU S.A. (in 2016). He was also the President of the Management Board of ŁSSE S.A., the Director of the Financial Department of TVP S.A., and Member of the Management Board of the Sobieski Institute Foundation. He also operated a business consulting activity. He gained extensive experience as Member of the
Cieplnej Sp. z o.o. in Sochaczew (2013–2016). Authored scientific publications on the financial sector and public finances.
Paweł Surówka – CEO of PZU Życie Management Board since 23 June 2016 and
Munich. Between 2007 and 2013, he worked as a financial advisor at w Bank of America Merrill
Boryszew Group. He also led restructuring processes of the companies from automotive sector.
Until January 2016, he was an advisor to the CEO of PKO Bank Polski S.A., and the Director of Corporate Banking and Investments in Germany responsible for opening the first foreign corporate branch of PKO Bank Polski. His activities covered also counseling and financial processing for the largest corporate clients of PKO Bank Polski concerning their expansion and foreign operations. He speaks the following foreign languages: English, French and German.
Tomasz Karusewicz – Member of the Management Board of PZU Życie and Director in
Office of Szczecin. He worked in the internal control unit and subsequently as internal auditor.
Office. Moreover, he sat in management boards of many companies, i.a. Enea S.A., IKS Solino
S.A., and Zakłady Azotowe w Tarnowie – Mościcach S.A. At present, he is also a member of the supervisory board of the Azoty S.A. Group.
European countries. Recognized with the award of employee of the year in Europe. At Philips
S.A., she was in charge of Marketing and Business Intelligence in 17 countries of the region.
As an external consultant, she advised on implementation of projects concerning distribution channels of Aviva S.A. In all companies, she implemented original projects in marketing, sales, process management, and product management.
He graduated from the Faculty of Law and Administration at the University of Warsaw and from
Fund, he supervised the operational risk management system. He joined PZU Group in 2008 and was appointed the Managing Director in charge of auditing.
Graduate of the Faculty of Law and Administration at the University of Warsaw. Practices law at the Bar Chamber in Warsaw. As a lawyer, he specialized in civil law. Combines business knowledge with extensive experience resulting from providing legal assistance in cases associated with commercial companies law, copyrights, administrative law, and criminal law. Also served as advisor to the Sejm’s Extraordinary Committee for changes to codification. Bartłomiej Litwińczuk is also a member of supervisory authorities of commercial law companies.
Roman Pałac – Member of the Management Board of PZU Życie and Director in PZU
Graduated from Economy at Warsaw School of Economics. He earned the title of Master of
Consulting Group, where he has held the position of a Junior Partner and was responsible for insurance and banking consulting e.g. in the following fields: motor claims handling, organizational changes, business strategy creation, and intensification of sales operations. He took part in several bank mergers where he acted as an expert.
Name and surname (composition of the Management Board as at the end of 2016) In PZU Group Scope of responsibility
Management of PZU Group, corporate management, internal audit, strategies and projects, banking projects, macroeconomic analysis
Mass property insurance – sales, products and tariffs, management of PZU branches network and sales channels, bancassurance, agency sales of life products, sales to corporate clients in PZU Życie
Member of the Management Board of PZU since 14 May 2016 Member of the Management Board of PZU Życie since 25 May 2016
Member of the Management Board of PZU since 14 October 2016 Member of the Management Board of PZU Życie since 19 October 2016
Investments, PZU Życie: corporate management, internal audit, strategy and projects, investment and protective products, tariffs actuary, macroeconomic analysis
Tomasz Karusewicz Member of the Management Board of PZU Życie/ Director in PZU Group since 29 January 2016
Bartłomiej Litwińczuk Member of the Management Board of PZU Życie/ Director in PZU Group since 19 August 2016
Claims handling, contact center and post-sales customer service, non-life corporate insurance 10.9 Remuneration of the members of the Group’s bodies
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.
PZU adopted resolution no. 4/2017 on regulations that govern the forming of compensation of Members of the Management
The next step will be the implementation of the regulation in question by the Supervisory Board of PZU.
As at 1 January 2016, PZU Group Directors were the following: • Przemysław Henschke; • Sławomir Niemierka; • Tobiasz Bury.
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
Director of PZU Group: • Aleksandra Agatowska; • Tomasz Karusewicz; • Bartłomiej Litwińczuk; • Sławomir Niemierka; • Roman Pałac; • Paweł Surówka.
including bonuses and special benefits: including bonuses and special benefits: Top management (PZU Group Directors), including: 4,503 199 3,799 1,530
Bartłomiej Litwińczuk 147 - - 1 ) including remuneration resulting from competition prohibition clause of PLN 179 thousand (PZU Życie) 2) including remuneration resulting from competition prohibition clause of PLN 168 thousand (PZU Życie) 3) including remuneration resulting from competition prohibition clause of PLN 105 thousand (PZU Życie) 4) including remuneration resulting from competition prohibition clause of PLN 138 thousand (PZU Życie) 5) including remuneration resulting from competition prohibition clause of PLN 119 thousand (PZU Życie) 6) including remuneration resulting from competition prohibition clause of PLN 30 thousand (PZU Życie) 7) including remuneration resulting from competition prohibition clause of PLN 150 thousand (Link 4) 8) including remuneration resulting from competition prohibition clause of PLN 100 thousand (PZU Życie) 9) including remuneration resulting from competition prohibition clause of PLN 200 thousand (PZU Życie) 10) including remuneration resulting from competition prohibition clause of PLN 168 thousand (PZU Życie)
The Management Board of PZU declares that, to the best of their knowledge, the annual financial statements and comparable data of PZU Group have been prepared in accordance with the applicable accounting principles and provide a true, fair and clear view of the economic and financial position and the financial result of the Group and the management report of PZU Group presents a true picture of its development and achievements, including a description of the main risks and threats.
By the date of issuing this Report on the activities of PZU, the Management Board of PZU has no knowledge about any agreements concluded between the shareholders, which could result in future changes in proportions of shares held by the existing shareholders.
On 8 December 2016 PZU and PFR concluded an agreement with UniCredit S.p. A. to purchase 32.8% Bank Pekao S.A.
On 25 September 2014, a new Tax Capital Group agreement was signed, covering the following 13 PZU Group’s companies: PZU, PZU Życie, Link4 Towarzystwo Ubezpieczeń SA, PZU
Sp. z o.o., Ipsilon Sp. z o.o., PZU Asset Management SA, TFI
As an element of its commercial activity, Alior Bank performs transactions involving own shares and futures contracts on
On 31 March 2016, a guarantee agreement was concluded between PZU and Alior Bank (Current report no. 18/2016) for the total of PLN 2,5 bn. On 1 July 2016, the guarantee was terminated by Alior Bank.
In 2016, PZU Group did not conclude any insurance contract for a sum of a single risk insured, net of reinsurance, that exceed 25% of the total technical provisions and equity.
Evaluation of financial resources management, including the ability to repay liabilities and definition of possible threats and activities, undertaken or planned by the Issuer to counteract these threats
In 2016 and by the date of preparation of the report on the activities, PZU Group did not take part in any proceedings before court, body competent to hear arbitration proceedings or public authority body concerning liabilities or receivables of PZU or its direct and indirect subsidiaries with the value of at least 10% of the equity of PZU. The description of court cases and proceedings before the President of the Office of
As at 31 December 2016, the total value of all 134,769 cases heard by courts, bodies competent to hear arbitration proceedings or public authority bodies involving PZU Group entities was PLN 4,357 million. The amount includes PLN
of the equity of PZU calculated in line with PAS, respectively.
This Management Report of PZU Capital Group for 2016 includes 205 pages with sequential numbers.
Net revenue from commissions and fees 523 243 351 299 237
Share in net profit (loss) of entities measured using the equity method (3) 4 (2) 1 -
Basic and diluted weighted average number of ordinary shares* 863,510,930 863,523,000 863,519,490 863,519,490 863,523,000
Basic and diluted PZU Group’s profit per ordinary Issuer’s share (in PLN) 1.84 2.60 3.05 5.91 2.99 *including shares in consolidated funds
Reinsurers’ share in technical provisions 990 1 097 753 527 749
Non-current assets held for sale and disposal groups 1,189 1,506 607 179 47
Actuarial profits and losses related to provisions for employee benefits 3 (4) (6) 1 -
Unearned premium and unexpired risk reserve 7,076 5,856 5,250 4,540 4,537
Provisions for bonuses and discounts for the insured 5 2 2 3 4
Liabilities directly associated with assets qualified as held for sale 33 - 252 - -
Update of assumptions concerning future payments applied in the calculation of reserves
Result of the sale of PZU Lithuania - 165 - - -
Reducing the technical rate in PZU Życie - - - - (409)
Change in the rates for annuity provision - - - - (234)
2. Claims ratio net of reinsurance (net claims paid/net premium earned) × 100% 68.4% 68.2% 70.3% 68.7% 76.3%
Insurance activity costs ratio in insurance segments (Costs of insurance activity/premium earned net of reinsurance) x 100%
4. Acquisition costs ratio in insurance segments (Acquisition expenses/premium earned net of reinsurance) x 100%
Data from the profit and loss account – corporate insurance (non-life insurance) (PLN million)
Reinsurance commission and share in profits 21 16 16 8 (6)
Data from the profit and loss account – mass-market insurance (non-life insurance)(PLN million)
Reinsurance commission and share in profits (14) (14) (27) 67 (16)
Insurance profit margin (excl. one-off events)** 22.6% 22.4% 25.9% 23.0% 24.5%
Insurance claims and change in other technical provisions net (1,043) (1,091) (1,250) (1,339) (1,199)
Data from the profit and loss account – investment contracts (PLN million) 2016 2015 2014 2013 2012
Data from the profit and loss account – pension segment (PLN million) 2016 2015 2014 2013 2012
Data from the profit and loss account – Ukraine segment (PLN million) 2016 2015 2014 2013 2012 * ratios calculated with net premium earned
Act on Insurance Activity – Act on Insurance Activity of 11 September 2015 (Journal of Laws of 2015, Item 1844), most of provisions effective as of 1 January 2016. The
BLS (direct claims handling) – a system of handling a claim by an insurance company which issued MTPL insurance policy of the injured party, not the perpetrator. It has been operating in Poland since 1 April 2015 under PIU (Polish Chamber of
Insurance). Once the claims handling process is finished, the insurance companies settle the amount as a lump-sum via the
BREEAM – a certificate that defines the standard for best practices in sustainable design, construction, and use of buildings. It is issued by BRE (Building Research
Credit scoring – a method of evaluating the reliability of the entity (usually an individual or company) applying for a bank loan. The result of credit scoring is usually depicted in the form of a point - the more points, the higher the credibility of a potential borrower.
cross-selling – a strategy for selling a given insurance product in conjunction with other supplementary insurance product or a product offered by the insurer’s partner, e.g.
CSR – Corporate Social Responsibility – a concept according to which, upon drafting its strategy , a company voluntarily includes in its social interests and environment protection issues, as well as relations with various interest groups
free float – a public company’s shares that are not lockedin. It is the ratio of the number of shares not held by large investors to the total number of outstanding shares. In other words, all the publicly-traded shares that are freely available gross written premium – a gross amount of premiums
(without including the reinsurers’ share) due on the insurance contracts executed in a financial year, regardless of the term of liability established by these contracts insurance agent – an entrepreneur performing agency activities under an agreement concluded with the insurance company. The agents’ activities focus on: customer acquisition, concluding insurance contracts, participating in the administration and performance of insurance contracts and organizing and supervising the activities of the agency insurance broker – an entity authorized to pursue brokerage activities. A broker performs activities in the name of or on behalf of a person or entity seeking insurance coverage
IPO (Initial Public Offering) – the first public offering of certain securities. The key elements of IPO are: drafting of a prospectus and proceedings before an authority that supervises the process of granting an admission for trading
outward reinsurance – reinsurance activity entailing an insurer (cedent) yielding a portion of the executed insurance contracts to a reinsurer/reinsurers in the form of a reinsurance contract payout ratio – a dividend payout ratio, i.e. the quotient of the dividend paid and the company’s net result stated as a percentage
P/E – the company market price per share / profit per share
(re)insurance undertakings to invest assets in the best interest of policyholders, adequately match investments and liabilities, and pay due attention to financial risks, such as liquidity and concentration risk
As a result of reinsurance, there is a secondary split of the risks making it possible to minimize the risks to the insurance market sell side – a part of financial sector that is engaged in creating, promoting and selling shares, bonds, currencies, and other financial instruments; it encompasses investment bankers that act as agents between issuers of securities and investors, as well as market animators that ensure the market’s liquidity. Sell side analysts issue analytical reports with investment recommendations and daily comments to the buy side, i.e. the one that manages assets
specifying the level of capital security for the business conducted by an insurer; by law, this ratio should be above
& Poor’s. An A- rating means that issuers of debt instruments have a high capability of servicing their obligations giving consideration to the emergence of factors diminishing that capability technical provisions – provisions which should ensure full coverage of all current and future liabilities that may arise from insurance contracts. Technical provisions include in particular: provision for unearned premiums, provision for unpaid claims and provision for unexpired risks, provision where the investment risk is born by the policyholders, provision for bonuses and rebates for the policyholders technical rate – the rate used to discount technical provisions in life insurance and provisions for capitalized annuities in third party liability insurance. According to the Finance Minister’s
Ordinance of 28 December 2009 on the special accounting standards for insurance and reinsurance undertakings, the technical rates used by an insurance undertaking may not be higher than 80% of the weighted-average rate of return on investments covering technical provisions during the most recent three financial years. PFSA calculates and announces the maximum technical rate by 31 January of every year risk-free rate – the rate of return on risk-free financial instruments. PZU’s risk-free rate is based on yield curves for treasury instruments, and it is also the basis for setting transfer prices in settlements between operating segments sum insured – the cash amount for which an insured object is insured. In non-life insurance the sum insured ordinarily constitutes the upper limit of the insurer’s liability
Up-selling – a commercial technique that consists in offering and selling additional products at a higher price and higher standard to the existing customers
WIBOR6M – a reference interest rate on a six-month-long loan on the Polish interbank market
PZU shall change, or in the case of facts or events that shall affect such operations or plans of PZU, unless such an obligation to inform resulted from applicable provisions of the law.