The Annual General Meeting of PZU SA did not grant discharge to the members of the company's previous management board for the performance of their duties in the 2023 financial year, the PZU press office reported on Thursday. The supervisory board had previously recommended this decision, explaining it with information indicating a number of irregularities in the company last year.
“The Annual General Meeting of PZU SA, which resumed its proceedings on July 18 this year after the break called on June 18 this year, did not grant discharge to members of the previous management board of the company for the performance of their duties in the 2023 financial year. At the same time, the shareholders granted a discharge for the previous year to the members of the PZU SA Supervisory Board who served in this function in the indicated period.
Former board without discharge
The General Meeting adopted resolutions on failure to grant discharge to former president Beata Kozłowska-Chyle and seven board members: Małgorzata Sadurska, Maciej Rapkiewicz, Piotr Nowak, Tomasz Kulik, Krzysztof Kozłowski, Małgorzata Kot and Ernest Bejda.
CEO Beata Kozłowska-Chyła and Małgorzata Sadurska, Małgorzata Kot, Piotr Nowak, Krzysztof Kozłowski and Ernest Bejda were dismissed from the PZU management board on 23 February 2024. Maciej Rapkiewicz and Tomasz Kulik currently sit on the management board.
Irregularities in PZU
The Supervisory Board of PZU, recommending not to grant discharge to the former members of the Management Board, justified it with information collected by the company itself and external consulting companies and law firms. The legal and economic qualification of this information, made by external entities, indicates irregularities occurring in the company in the 2023 financial year – PZU informed earlier.
The company also announced that shareholders decided to grant discharge to members of the management board and supervisory board of PZU for 2015. In 2016, no resolutions were adopted on these matters during the company's AGM. Now, discharge for the performance of duties in 2015 was granted to the then members of the management board – Przemysław Dąbrowski, Rafał Grodzicki, Witold Jaworski, Andrzej Klesyk, Dariusz Krzewina, Tomasz Tarkowski and Ryszard Trepczyński, as well as members of the supervisory board performing this function at that time – Zbigniew Ćwiąkalski, Zbigniew Derdziuk, Dariusz Filar, Dariusz Kacprzyk, Jakub Karnowski, Aleksandra Magaczewska and Tomasz Zganiacz.
The Capital Group of Powszechny Zakład Ubezpieczeń is the largest financial institution in Poland and Central and Eastern Europe. The company has been listed on the Warsaw Stock Exchange since 2010. The group manages approximately PLN 300 billion in assets and provides services to approximately 22 million customers in five countries. The State Treasury has approximately 34.2 percent of shares in PZU.
What are the consequences of refusing to grant discharge?
Granting discharge to members of the company's management board is a mandatory agenda of the annual meeting of shareholders of capital companies. It is conducted after the shareholders receive the company's financial report, as well as the report on the company's activities.
Refusal to grant discharge does not automatically produce any legal consequences. However, it constitutes a negative verification of the actions taken by the members of the management board. It may therefore constitute a basis for the dismissal of selected persons. Failure to grant discharge may also be the starting point for the company to file claims for damages.
Main image source: Elzbieta Krzysztof/Shutterstock