The Bank Capital Group is a leading financial institution in Central and Eastern Europe with its head office in Warsaw. PKO Bank Polski, the group's parent company, is a joint stock company listed on the Warsaw Stock Exchange since 2004. It is the largest commercial bank in Poland in terms of the value of assets and equity, the value of loans and deposits, the size of its distribution network, and the number of customers and employees. The bank operates as a universal deposit and credit bank institution, serving both individuals and legal entities. It provides financial services and customer support at branches, agencies, and using modern online and mobile banking systems. In 2022, it opened its first branch in Metaversum. The bank carters to the largest number of retail customers, playing a pivotal role in educating customers by enabling them to take advantage of new products and new access channels to the financial services offered.

The bank generates income from interest, fees, commissions, and other sources, utilizing it to cover operating expenses and distributing profits to shareholders within regulatory limits of financial supervisory institutions. In addition to financial returns, the Bank seeks to generate  value for the economy, the environment, and local communities. The sustainable dimension of the business in all areas is included in the new strategy for 2023-2025.

The governance structure of PKO Bank Polski S.A. and its subsidiaries is based on standard, market-based governing principles. The Bank's organisational structure is divided into 8 areas, which reflect the Bank's spheres of activity.

As of the end of 2023, the Bank belonged to 77 organisations and during the year it joined, among others: PCAF (Partnership for Carbon Accounting Financials), IIF (Institute of International Finance) and FFP (Future Finance Poland). The Bank’s Group operates in the territory of the Republic of Poland and through its subsidiaries: Ukraine, Sweden and Ireland. It also operates branches in the Federal Republic of Germany, the Czech Republic and the Slovak Republic. The Bank also conducts cross-border business in EEA countries (Austria, Belgium, Denmark, France, Spain, the Netherlands, Norway, Portugal, Sweden, Hungary, Italy, Lithuania, Ireland, Slovakia, Romania, the Czech Republic, Germany).

The Group stands out in the Polish market for its strong financial performance, which ensures its stable and secure growth. At the end of 2023, the bank was the largest company listed on the WSE, with a value of PLN 62,9 billion at the end of the year.

Due to their high liquidity and capitalization, the Bank’s shares are a part of a number of stock exchange indices, such as the Polish large companies’ indices WIG20 and WIG30, the WIG-Banki banking sector index, the index of companies representing the highest social responsibility standards WIG-ESG, the MSCI Emerging Markets index and the large companies index FTSE Russell and STOXX Europe 600.

The Group has the largest share of the Polish banking market for savings (21.3%) and loans (18.1%), mortgages sale (35,9%) and the market for investment funds for individuals (20.1%). PKO Bank Polski is the leader in terms of the number of current accounts and payment cards. In 2023, financing granted to customers amounted to approximately PLN 263 billion (+PLN 15 billion y/y), there was an increase in financing in both the corporate and retail segments. Amounts due to customers increased to approx. PLN 399 billion (PLN +60 billion y/y), mainly as a result of an increase in both retail and private banking deposits.

[GRI 2-28] The Bank is a member of numerous industry and regional organisations (e.g. the Association of Polish Banks, the CFA Institute) and a number of business organisations such as chambers of commerce and business associations (e.g. the Association of Stock Exchange Issuers, the Association of Entrepreneurs and Employers).

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The management structure of PKO Bank Polski and entities of the group is based on the standard market principles of management. The bank’s organizational structure is divided into 9 areas, which reflect the areas of its business operations: the Area of the President of the Management Board, the Strategic Client and Investment Banking Area, the Finance and Accounting Area, the Business and Enterprise Banking and Corporate Client Area, the Administration Area, the Retail Market and International Banking Area, the Operations Area, the Technology Area, the Risk Management Area. 

A new organizational unit was set up in the President of the Management Board Area in October 2022 – the Department of Sustainable Development ESG, coordinating activities ensuring sustainable and responsible development of the Bank and the Bank's Group in the field of ESG. This means that the environmental and social issues gained recognition in the management structure of the bank. 

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Diversity management at the bank applies to all employees, authorities and key managers. Understanding diversity means the importance of individuals regardless of their gender, age, health status, sexual orientation, religion, marital status or country of origin. We understand that diversity states an asset for fostering innovation and efficient performance of teams.

We strive to ensure, promote, and disseminate diversity within the Bank and throughout the entire Capital Group. We care to ensure that diversity, both as a value and as a practice, is present in our organizational culture, initiatives, actions, as well as in relevant policies, regulations, and processes in force within the Bank.

Diversity initiatives are disclosed to the Supervisory Board and the Management Board on an annual basis.

The bank's Code of Ethics and Employment regulations include provisions for prevention of discrimination due to gender, age, disability, religion or faith, sexual orientation, race, ethnic origin, nationality, political convictions, union membership, or type of employment contract. [GRI 405-1] Diversity management also pertains to the members of the Supervisory Board and the Management Board of PKO Bank Polski and the key managers. Management and supervisory personnel includes people of different gender, age and experience.

Diversity according to gender, age and experience - statistics as at 31 December 2023 [GRI 405-1]

The diversity policy for the members of the Bank’s Management and Supervisory Boards is an integral part of the Bank’s suitability assessment policies, i.e.:

• Policy regarding the suitability of members of the Management Board and individuals holding key positions in the Bank, as well as suitability assessments in companies within the Bank’s Capital Group;
• Policy regarding the suitability assessment of candidates for members of the Supervisory Board and members of the Bank’s Supervisory Board.

Regulations introduced in the Bank, define the directions for selection, appointment, and succession planning, including the talent and suitability assessments for members of the Management Board and individuals holding key positions in the Bank. The evaluation occurs in terms of their competences, knowledge skills, adequacy of experience for the position and reputation, understood as sufficiently unblemished opinion, honesty and ethical conduct.

Based on the regulations, the General Meeting makes decisions regarding the selection and suitability assessment of candidates and members of the Bank’s Supervisory Board, the Bank’s Supervisory Board makes decisions regarding the selection and suitability assessment of members of the Bank’s Management Board, and members of the Bank’s Management Board decide upon the selection and suitability assessment of Material Risk Takers (MRTs). The Bank’s Supervisory Board monitors the effectiveness of the applied policy and, where appropriate, makes changes based on recommendations from the Nomination and Renumeration Committee of the Supervisory Board.

In December 2023, following the annual review of the Management Suitability Policy, the Bank's Supervisory Board adopted changes regarding the provisions of the Diversity Policy including:

• Clarification of the timeframe and method for achieving diversity objectives regarding gender representation on the Management Board by adopting the target achievement of at least a minimum level of gender diversity (30%) in the composition of each Bank's Management Board beginning from the appointment of the Management Board for a new joint term after December 31,2025. The realization of this goal will occur through the application of the principle of equal opportunities in the selection of Management Board members and in shaping a culture of diversity within the organization.

Similar changes in the diversity policy regarding members of the Bank’s Supervisory Board are planned for 2024.

Effective diversity management enhances team productivity, improves work environment, helps retain valuable, experienced skillsets, and boosts innovation and creativity.

For these reasons, such training is organized at the Bank. Acquisition of knowledge and skills in the management of diverse teams among the managers, reduces occurrence of undesirable behaviours and situations, while promoting the positive ones.

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The primary document regulating ethical matters at PKO Bank Polski is the Code of Ethics. It supports the organizational culture within the Bank, promoting and implementing the Bank's values of credibility, customer satisfaction, entrepreneurship and continuous improvement. These values should be followed by all employees of the bank, regardless of their position or function. Apart from the Code of Ethics, we also apply the Code of Banking Ethics (Principles of Good Banking Practice) by the Association of Polish Banks.

In practical terms, the code serves as a tool promoting and implementing ethical values at the Bank. Its provisions are binding on the employees and all individuals performing business activities on behalf or for of the Bank. According to the Bank’s Employment Regulations, every employee of the bank is obliged to observe the Code of Ethics. Initiatives are organized to promote the Code of Ethics and the Bank’s values.

In addition to the above, the Bank’s Code of Ethics and its Employment Regulations address such issues such as not using confidential information for private purposes, refraining from actions that could would conflict with official duties, prohibiting lobbying activities, and preventing corrupt practices. A dedicated module on ethics makes part of every induction training for all new employees. To prevent ethics violations in the Bank, internal regulations on anti-bullying and anti-discrimination principles, as well as procedures for handling complaints regarding violations of employee rights, are applied. The bank also investigates each case for compliance and conflicts of interest violations. Employees report any potential violations to designated channels, and ethical concerns raised by employees are promptly addressed.

In December 2023, the Bank amended the Code of Ethics by resolution of the Management Board, and in January 2024, the Supervisory Board approved the amended Code. Changes and redefinitions of the Bank’s existing values were applied. Three key values were introduced to successfully implement Bank's mission and strategy:

• Partnership – together, we ensure the best experiences for customer and employees, building partner relationships based on mutual respect, openness and trust,
• Growth - we embrace change and take on ambitious challenges, we nurture our own growth and support others in doing so, we offer support to customers to grow in a rapidly digitalising world,
• Impact - we act boldly, value proactivity, responsibility and commitment, we are innovative in creating solutions and effective in achieving goals.

In 2023, the Bank conducted training activities addressed to all employees of the Bank and managerial staff. These trainings addressed issues that essential for promoting ethics of team conduct, such as building relationships within the team, identifying emotions, coping with stress, motivating employees to work, and managing teams in changing environment.

All newly hired employees are informed about the values and Code of Ethics in the first days of work as part of the onboarding process.

[GRI 2-16] In the area of employee relations, mechanisms promoting and monitoring compliance with the Bank's ethical principles, including mechanisms to monitor situations that violate these principles, in particular those that may involve the negative impact of the organisation on its stakeholders, as well as ways of conducting business relations and with the social environment based, inter alia, on the complaint procedures introduced by internal reporting procedures, the Code of Ethics, and reporting obligations to the Management Board and the Supervisory Board.

In 2023, in the area of employee relations, no significant concerns related to the negative impact of the organization on its stakeholder were identified or reported to the Management Board and the supervisory Board of the Bank.

As part of the anonymous reporting system for violations, neither the Management Board nor the Supervisory Board received information indicating irregularities resulting in a critical impact of the organization on its stakeholders.