Best practice

for GPW Listed Companies 2021

Information on application of Best Practice 2021

Santander Bank Polska S.A. (Bank) hereby informs that the Bank’s General Meeting, Management Board and Supervisory Board passed relevant resolutions on adopting Best Practice for GPW Listed Companies 2021 issued by the Warsaw Stock Exchange by force of its Supervisory Board resolution no. 13/1834/2021 of 29 March 2021.

The text of the Best Practice for GPW Listed Companies 2021 is available at: Best practice 2021 It will open in a new window

Report on compliance with the Best Practice for GPW Listed Companies 2021

Current assessment of compliance with the corporate governance rules(PDF) It will open in a new window

Corporate Governance 2023 r.(PDF) It will open in a new window

Corporate Governance 2022 r.(PDF) It will open in a new window

Corporate Governance 2021 r.(PDF) It will open in a new window

Corporate Governance 2020 r.(PDF) It will open in a new window

Corporate Governance 2019 r.(PDF) It will open in a new window

Corporate Governance 2018 r.(PDF) It will open in a new window

Corporate Governance 2017 r.(PDF) It will open in a new window

Corporate Governance 2016 r.(PDF) It will open in a new window

Corporate Governance 2015 r.(PDF) It will open in a new window

Corporate Governance 2014(PDF) It will open in a new window

Corporate Governance 2013(PDF) It will open in a new window

Corporate Governance 2012(PDF) It will open in a new window

Corporate Governance 2011(PDF) It will open in a new window

Corporate Governance 2010(PDF) It will open in a new window

Corporate Governance 2009(PDF) It will open in a new window

Corporate Governance 2008(PDF) It will open in a new window

Corporate Governance 2007(PDF) It will open in a new window

Resolution no. 9/2013 (PDF) It will open in a new window

Appendix to Resolution no. 9/2013 Code of Best Practice(PDF) It will open in a new window

Resolution no. 142/2011 (PDF) It will open in a new window

Appendix to Resolution no. 142/2011 Code of Best Practice(PDF) It will open in a new window

Resolution no. 64/2010 (PDF) It will open in a new window

Appendix to Resolution no. 64/2010 Code of Best Practice(PDF) It will open in a new window

Resolution no. 87/2007 (PDF) It will open in a new window

Appendix to Resolution no. 87/2007 Code of Best Practice(PDF) It will open in a new window

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 It will open in a new window
Audit and Compliance Committee

Adam Celiński – Chairman

Dominika Bettman

Danuta Dąbrowska

Kamilla Marchewka-Bartkowiak

Tomasz Sójka

Risk Committee

Dominika Bettman – Chairman

Adam Celiński

Kamilla Marchewka-Bartkowiak

Jerzy Surma

Nominations Committee

Tomasz Sójka – Chairperson

José Luís de Mora

Danuta Dąbrowska

Kamilla Marchewka – Bartkowiak

Remuneration Committee

Danuta Dąbrowska – Chairperson

Dominika Bettman

José Luís de Mora

Tomasz Sójka
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
The information about incentive programmes is published on the websites dedicated to General Meetings in the following sections:
1. In 2022, the Incentive Programme VII was introduced by the Annual General Meeting Resolution no. 30 of 27 April 2022
  - AGM 2022
  - EGM 2023
2. In 2020, the Incentive Programme VI introduced pursuant to Resolution no. 44 of the Annual General Meeting of 17 May 2017 was closed.
  - AGM 2017
  - AGM 2020
3. In 2017, the Incentive Programme V introduced pursuant to Resolution no. 4 of the Extraordinary General Meeting of 30 June 2014 was closed.
  - EGM|AGM 2014 – archive
  - AGM 2017 It will open in a new window
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.

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:

Gender Pay Gap (GPG)

Metric measures the difference in pay regardless of the work’s nature, in an organization or a business (vertical approach). Is a structural ratio both economy and society-wise and has been used for several dozen years. Its level reflects, among other things, the structure of the Bank as that of a network-based institution that provides services to customers countrywide, with majority of its workforce being female versus predominantly male employees in, for example, IT units. These examples show the reasons for differences between average remuneration paid to men and women, regardless of their job.
Equal Pay Gap (EPG)

This metric compares compensation for women and men who hold the same job position, with the same level, in the same role. This is intended to capture “equal pay for equal work” (horizontal approach). EGP is both an operational indicator used to track pay equality and actions taken in this area and a strategic one in the long and short term horizon. It is key to ensure equal treatment of male and female employees in the same jobs.

As at 31 December 2020, the Bank’s EPG was 2.56%, which means that on average women holding the same positions as men earned 2.56% less.

Changes in GPG will be evolutionary, driven by changes in the Bank’s organisational structure as well as actions taken to support diversity and equal treatment, including:

A greater female representation among senior executives
Development programmes dedicated to women
Ensuring gender balance in recruitment and development processes
A relevant female representation in succession planning
Promoting equal treatment and inclusion among employees

Our ambition for EGP metric is to eliminate such differences. To do so:

we have defined annual targets to reduce EPG in the Bank
Information about EPG is included in monthly HR Dashboards provided to managers along with a list of jobs where such differences occur as well as EPG per job in their respective structures (if there are any differences)

HR decisions are made considering their impact on EPG; the salary review process and pay rises make it possible to eliminate differences.

The Bank measures and tracks both GPG and EPG in line with its corporate standards.

Employee groups	GPG - regardless of the nature of the job	EPG - the same job
Senior executives^*	24,8%	As at 31 December 2020, women earned 2.56% less than men in the same jobs.
Other managers	18,8%
Other employees	33,4%

^*exclusive of the Management Board which has a dedicated remuneration report

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.

The Bank is a parent entity of Santander Bank Polska Group and forms a domestic bank holding group as defined in the Polish Banking Law Act together with its related entities, including Santander Consumer Bank S.A. (a domestic subsidiary bank). It is also registered as a foreign bank holding group with Spain-based Banco Santander S.A. as the ultimate parent entity. Within these holdings, no financial support agreements referred to in Article 141t of the Polish Banking Law Act of 29 August 1997 were made.

Structure of Santander Bank Polska Group

Last event
16.02.2024	Consolidated annual report for 2023 Unconsolidated annual report for 2023
Next events
30.04.2024	Consolidated quarterly report for Q1 2024

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67,41%

Banco Santander S.A.
5,01%

Nationale-Nederlanden OFE
27,58%

Pozostali akcjonariusze

Santander Bank Polska's ESG reports comprehensively present the impact of our organization on environmental, social and management issues. They are consistent with the requirements of the European Commission regarding the disclosure of non-financial information related to climate impact, the UNEP FI principles - Principles for Responsible Banking and selected Sustainable Development Goals identified as strategic for the bank. The reports also include indicators defined by the "ESG Reporting Guidelines - Guide for companies listed on the Warsaw Stock Exchange", as well as presenting their own internal performance indicators. The latest editions of the ESG Report used the latest version of the international Global Reporting Initiative (GRI) standard.

ESG Report It will open in a new window

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.

Sex	Women	Men
Supervisory Board	4	6
Management Board	2	9
Key managers (Key executives)	27	41
Senior managers	26	34

Age	30-40 years	41-50 years	51-60 years	above 60 years
Supervisory Board	-	-	6	4
Management Board	1	5	5	-
Key managers (Key executives)	8	39	20	1
Senior managers	7	38	14	1

Practice in Santander Bank Polska S.A.	up to 5 years	6-10 years	11-15 years	16-20 years	21-25 years	25 -30 years	above 30 years
Supervisory Board	4	4	2	-	-	-	-
Management Board	5	4	1	1	-	-	-
Key managers (Key executives)	7	5	15	13	8	15	5
Senior managers	8	11	4	13	10	9	5

The above figures have been prepared as at 31.12.2023. As of 1 January 2024, following the resignation of María Elena Lanci Pérez as Member of the Management Board and the appointment of Wojciech Skalski in her place, the Management Board consists of 2 women and 9 men. The length of service in the Bank's governing bodies is counted from the date of the first appointment to the Supervisory Board or the Management Board.

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 January 2024, four women are in Supervisory Board, in Management Board – two.

Santander Bank Polska management board diversity policy

8. Polityka oceny odpowiedniości_en.pdf