Adoption of the ”Principles of Corporate Governance” by the Annual General Meeting
Bank Zachodni WBK hereby informs that at the Annual General Meeting held on 23 April 2015 the ”Principles of Corporate Governance for Supervised Entities” issued by Financial Supervision Authority (KNF) on 22 July 2014 were adopted in the wording accepted by the Management Board and Supervisory Board of Bank Zachodni WBK.
Principles of Corporate Governance Rules for Supervised Institutions
Information on application of the “Principles of Corporate Governance Rules for Supervised Institutions” issued by the Polish Financial Supervision Authority of 22 July 2014
Bank Zachodni WBK S.A. (the “Bank”) hereby advises that its Management Board and the Supervisory Board have adopted their respective resolutions on full application, effective from 1 January 2015, of the Principles of Corporate Governance Rules for Supervised Institutions issued by the Polish Financial Supervision Authority (KNF) on 22 July 2014 (the “Principles”). By adopting the Principles, the Bank subscribed to the overarching idea of the Rules expressed by KNF, i.e. to ensure common corporate governance standards for all the supervised institutions, and to ensure adherence to the rights and obligations prescribed by law and the principle of proportionality arising from the specific nature of the Bank’s operations.
Furthermore, the Bank advises that the agenda of the next AGM of the Bank will contain an item relating to adoption of the Principles.
The text of the Principles is published on the Polish Financial Supervision Authority website - http://www.knf.gov.pl/Images/Zasady_ladu_korporacyjnego_22-07-2014_tcm75-38575.pdf
Supervisory Board’s committees
Information on changes to share capital and all share dealings
The share capital of Santander Bank Polska S.A. totals PLN 1 021 893 140 and is divided into 102 189 314 ordinary bearer shares with a nominal value of PLN 10 each.
Individual share series:
- 5,120,000 series A ordinary bearer shares;
- 724,073 series B ordinary bearer shares,
- 22,155,927 series C ordinary bearer shares;
- 1,470,589 series D ordinary bearer shares;
- 980,393 series E ordinary bearer shares,
- 2,500,000 series F ordinary bearer shares,
- 40,009,302 series G ordinary bearer shares (issued due to the merger of Bank Zachodni S.A. with Wielkopolski Bank Kredytowy S.A. – 13 June 2001; issue without preemptive rights).
- 115,729 series H ordinary bearer shares (issued due to the Incentive Scheme as part of conditional capital increase – 10 July 2009; issue without preemptive rights).
- 1,561,618 series I ordinary bearer shares (issue taken up by the European Bank for Reconstruction and Development – 9 August 2012.; issue without preemptive rights).
- 18,907,458 series J ordinary bearer shares (issued due to the merger with Kredyt Bank S.A. – 4 January 2013; issue without preemptive rights).
- 305.543 series K ordinary bearer shares (issued due to the Incentive Scheme IV – 11 July 2014; issue without preemptive rights).
- 5,383,902 series L ordinary bearer shares (issued due to the purchase of shares of Santander Consumer Bank S.A. – 18 July 2014; issue without preemptive rights).
- 98.947 series M ordinary bearer shares (issued due to the Incentive Scheme V – 3 August 2017; issue without preemptive rights).
- 2,754,824 series N ordinary bearer shares (issued due to the acquisition of the carved out business of Deutsche Bank Polska S.A. – 9 November 2018; issue without preemptive rights).
- 101,009 series O ordinary bearer shares (issued due to the Incentive Scheme VI – 25 September 2020; issue without preemptive rights).
Additional informality about shares is included in the tab: Shares, available at website Shares quoted
At present, there is no incentive programme in force in Santander Bank Polska S.A.
The information about incentive programmes is published on the websites dedicated to General Meetings in the following sections:
- In 2020, the Incentive Programme VI introduced pursuant to Resolution no. 44 of the Annual General Meeting of 17 May 2017 was closed.
- In 2017, the Incentive Programme V introduced pursuant to Resolution no. 4 of the Extraordinary General Meeting of 30 June 2014 was closed.
Information about the projected costs of incentive scheme V
The cost of Scheme V totals PLN 57m. The cost has been estimated based on the original number of participants and the original valuation of the benefits for the participants. The costs will be spread over the period of 3 years of the scheme functioning. The actual level of costs in a given reporting period will depend on the level of participants and assessment of progress against the assumptions underlying the scheme’s regulations.
The dividend policy of Santander Bank Polska S.A. lays down the goals and key aspects of dividend payments.
The general assumption of the Bank's dividend policy is to ensure stable dividend payments in the long term, taking into account the current and future capital needs of the Bank and Santander Bank Polska Group.
In a standard situation, the Bank pays dividend in cash. In accordance with § 50(3) of the Bank’s Statutes, the Bank may also pay dividend in securities.
Pursuant to the Bank’s dividend policy, the dividend is paid from the net profit earned in a given financial year. The Bank's net profit is verified by an independent auditor appointed to examine the financial statements of the Bank and Santander Bank Polska Group. The Bank may also pay dividend from retained earnings. In such a case, the Bank will also follow Article 129(3) of the Banking Law Act, which stipulates that consent of the Polish Financial Supervision Authority (KNF) is required to distribute among shareholders an amount higher than the net profit for the last financial year less any loss carried forward, own shares and amounts that may not be paid out as dividend.
The purpose of the dividend policy is to ensure optimal capital structure of the Bank and Santander Bank Polska Group taking into account the return on capital and capital costs, and capital requirements related to development, while maintaining appropriate capital adequacy ratios (taking into account the combined buffer requirement). For strategic reasons, the Bank keeps a higher level of own funds than what is required by the applicable minimum capital limits. Additional buffers were applied to the minimum regulatory requirements in line with the Bank’s risk appetite. The buffers ensure that capital ratios are at levels that allow dividend objectives to be achieved.
Dividend payment is recommended by the Bank’s Management Board in the form of resolution, in accordance with the prudent management principle, taking into account assessment of capital surplus over acceptable capital ratios, including in stress, and the necessary profit reinvestment rate to deliver strategic plans and maintain appropriate levels of ROA and ROE.
The Bank’s dividend policy takes into account regulatory guidance and individual recommendations issued to the Bank by the KNF with respect to the possibility of paying dividend from the current year’s and previous years’ profits.
Questions asked by investors and answers provided
Equal pay index for women and men
The strategic priority of Santander Bank Polska is to ensure equal opportunities and support gender equality at all levels across the organisation. Guaranteeing full pay equality between men and women is one of our key strategic commitments.
Across Santander Group, and aligned with emerging standards, the measurement of pay equality is focused around two concepts:
Other announcements required by law
There is a policy on appointing auditor adopted in the Bank by way of resolution of the Supervisory Board. It refers to applicable legal regulations and defines the criteria used in the decision-taking process.
Structure of Santander Bank Polska Group
|22.03.2021||Annual General Meeting|
|28.04.2021||Consolidated quarterly report for Q1 2021|
Banco Santander S.A.
The Corporate Social Responsibility Report of Santander Bank Polska for 2019 is the seventh report presenting a comprehensive overview of our organization’s impact on social, economic and environmental issues. The report covers the period from 1 January 2019 to 31 December 2019, unless it is explicitly stated otherwise in the report text.
The report was prepared in accordance with the Global Reporting Initiative (GRI) international standard, at the Core level.
Santander Bank Polska promotes a work environment where diversity is respected, valued and used as an asset. A diverse workforce is our competitive advantage, enabling us to achieve our business and strategic goals and to attract and retain talent.
We aim to build an inclusive and diverse work environment. We are committed to gender balance in leadership and board positions and to closing the pay gap between men and women. Our activities also focus on supporting and promoting the employment of people with disabilities.
The Bank Group's general principles on Diversity and Inclusion are governed by individual policies that:
- indicate the specific objectives of the diversity policy applied and the ways in which they are to be achieved;
- also apply directly to the Bank's management team, i.e. the Management Board, Supervisory Board and key managers;
- take into account all existing sources of diversity, both visible (gender, race, age, disability, etc.) and invisible (work and life experience, education, religion, values and beliefs, invisible disability, sexual orientation, personality, etc.).
These general principles are based on the Bank Group's conviction that managing in line with the concept of Diversity and Inclusion underpins the Bank Group's cultural transformation, strategic vision and mission and values. The principles are also included in the Responsible Banking Strategy.
|Age||30-40 years||41-50 years||51-60 years||above 60 years|
|Practice||up to 5 years||6-10 years||11-15 years||16-20 years||21-25 years||above 25 years|
The above figures have been prepared as at 31.12.2021.
Information concerning the presence of women in board of directors in Santander Bank Polska S.A.
Santander Bank Polska S.A. makes every effort to ensure a balanced share of males and females in the managerial cadre. As of 1st February 2021, four women are in Supervisory Board, in Management Board – one.