1.7. Composition of mBank Group and main activities areas

mBank Group is composed of: mBank S.A. – a parent company, and 17 subsidiaries, where mBank holds majority of shares. At 2014 mLeasing, mBank Hipoteczny, Dom Maklerski mBanku, mFaktoring oraz BRE Ubezpieczenia were among most important subsidiaries at the Group. The composition of mBank Group by business segments and areas according to 2014 reporting rules was as follows:

1-7-sklad-grupy

In the year 2014 the Group aimed for adjusting its business model with regard to the sale of non-life and life insurance products, focussing on a future strategic partnership with a best in class international insurance group. On 11 September 2014 the Bank’s subsidiary Aspiro, the main shareholder of BRE Ubezpieczenia Towarzystwo Ubezpieczeń i Reasekuracji (BRE Ubezpieczenia TUiR), signed an agreement with AXA Group concerning the sale of 100% of shares in BRE Ubezpieczenia TUiR.

On December 8, 2014, mBank S.A. and UniCredit Bank Czech Republic and Slovakia a.s. (UniCredit) assigned a contract , according to which mBank S.A. sold 100% of Transfinance a.s. shares to UniCredit. On January 20, 2015, after fulfillment of the conditions precedent, the transaction was concluded. The sale of Transfinance represents a further step in executing One Bank Strategy for the years 2012-2016 and is the last stage of factoring operations restructurization out of Polish borders, i.e. after having sold Magyar Factor zRt and Intermarket Bank AG in 2011. In accordance with the abovementioned, as at December 31, 2014, the Group clasified Transfinance a.s. as an asset (groups for sale) intended to be sold.

From the beginning of 2014 the reporting of mBank Group business segments has changed. The Retail Banking segment, apart from the results of retail banking operations in Poland, the Czech Republic and Slovakia, includes also the results of the retail segments of mLeasing and Dom Maklerski mBanku. And the Corporates and Financial Markets segment was divided into two sub-segments: Corporate and Investment Banking (previously Corporates and Institutions) and Financial Markets (previously Trading and Investments). From the beginning of 2014, the Corporate and Investment Banking sub-segment includes results from offering financial instruments (options, contracts) to enterprises and organising issue of debt instruments for corporate clients. In addition, this area covers results of the corporate segments of mLeasing and Dom Maklerski mBanku. The Financial Markets sub-segment covers mainly operations concerning treasury, financial markets and liquidity, interest rate risk, foreign exchange risk as well as trade and investment portfolio management. This sub-segment includes also the results of mFinance France.

In view of the above, at the end of 2014 the division of the operations of mBank Group into segments and business areas was the following:

mBank Group

 

 

Segment

 

 

Retail Banking

Corporates and Financial Markets

Corporate and Investment Banking

Financial Markets

Bank

  • Retail customers and microenterprises
  • Affluent retail customers
  • Private Banking
  • Corporations and non-banking financial institutions (capital groups) (K1)
  • Large Companies (K2)
  • SME (K3)
  • Banks
  • Corporate clients in scope of trading and sales
  • Market and Liquidity Risk Management

Consolidated subsidiaries

  • Dom Maklerski mBanku S.A. (brokerage house) - Retail
  • mLeasing Sp. z o.o. - Retail
  • Aspiro S.A.
  • mBank Hipoteczny S.A.
  • mWealth Management S.A.
  • BRE Ubezpieczenia TUiR S.A.(an insurance company)
  • BRE Ubezpieczenia
    Sp. z o.o.
  • BRE Agent Ubezpieczeniowy Sp. z o.o.
  • AWL I Sp. z o.o.
  • Dom Maklerski mBanku S.A. (brokerage house) - Corporate
  • mLeasing Sp. z o.o. - Corporate
  • mFaktoring S.A.
  • Garbary Sp. z o.o. (company in restructuring)
  • Transfinance a.s.(a factoring company in the Czech Republic)
  • MLV 45 Sp. z o.o. Sp. k.
  • mFinance France S.A. (special purpose entity reserved for financing activities of the Bank)

 

Other subsidiaries

  • mLocum S.A. (a real estate developer)
  • mCentrum Operacji Sp. z o.o. (outsourcing services provider)
  • BDH Development Sp. z o.o. (a real estate management company)
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Under IFRS, all of the above subsidiaries are consolidated by way of acquisition accounting. The business of selected subsidiaries is briefly described in chapter 10. Business activity of mBank Group subsidiaries.

Changes in authorities of mBank

Supervisory Board of mBank S.A.

The Annual General Meeting held on March 31, 2014 appointed the Supervisory Board for a three-year term. On October, 20 2014 Jan Szomburg resigned from his position of a Member of the Supervisory Board as of October 27, 2014. The resignation was connected with a proposal to take on an advisory function at Commerzbank Group AG. Agnieszka Słomka-Gołębiowska was appointed as a new Member of the Supervisory Board as of October, 28 2014 until the end of the current term of office of the Supervisory Board.

As of December 31, 2014, the Supervisory Board was composed of the following members:

  1. Maciej Leśny – Chairman of the Supervisory Board
  2. Martin Zielke – Deputy Chairman of the Supervisory Board
  3. Martin Blessing – Member of the Supervisory Board
  4. Andre Carls – Member of the Supervisory Board
  5. Stephan Engels – Member of the Supervisory Board
  6. Thorsten Kanzler – Member of the Supervisory Board
  7. Teresa Mokrysz – Member of the Supervisory Board
  8. Stefan Schmittmann – Member of the Supervisory Board
  9. Agnieszka Słomka-Gołębiowska – Member of the Supervisory Board
  10. Waldemar Stawski – Member of the Supervisory Board
  11. Wiesław Thor – Member of the Supervisory Board
  12. Marek Wierzbowski - Member of the Supervisory Board.

Management Board of mBank S.A.

As of December 31, 2014, the Management Board was composed of the following members:

  1. Cezary Stypułkowski – President of the Management Board, Chief Executive Officer
  2. Lidia Jabłonowska-Luba – Deputy President of the Management Board, Chief Risk Officer
  3. Przemysław Gdański – Deputy President of the Management Board, Head of Corporate
    and Investment Banking
  4. Jörg Hessenmüller – Deputy President of the Management Board, Chief Financial Officer
  5. Hans-Dieter Kemler – Deputy President of the Management Board, Head of Financial Markets
  6. Cezary Kocik – Deputy President of the Management Board, Head of Retail Banking
  7. Jarosław Mastalerz – Deputy President of the Management Board, Chief Operations Officer.

For more information on profiles of Members of the Supervisory Board and the Management Board of mBank please see chapter 16. Statement of mBank on application of Corporate Governance principles.