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

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

29 July 2021 r.

76.7 kB

PDF

pl_PLen_US

Pobierz

Current assessment of compliance with the corporate governance rules(PDF)

Corporate Governance 2021 r.(PDF)

Corporate Governance 2020 r.(PDF)

Corporate Governance 2019 r.(PDF)

Corporate Governance 2018 r.(PDF)

Corporate Governance 2017 r.(PDF)

Corporate Governance 2016 r.(PDF)

Corporate Governance 2015 r.(PDF)

Corporate Governance 2014(PDF)

Corporate Governance 2013(PDF)

Corporate Governance 2012(PDF)

Corporate Governance 2011(PDF)

Corporate Governance 2010(PDF)

Corporate Governance 2009(PDF)

Corporate Governance 2008(PDF)

Corporate Governance 2007(PDF)

Resolution no. 9/2013 (PDF)

Appendix to Resolution no. 9/2013 Code of Best Practice(PDF)

Resolution no. 142/2011 (PDF)

Appendix to Resolution no. 142/2011 Code of Best Practice(PDF)

Resolution no. 64/2010 (PDF)

Appendix to Resolution no. 64/2010 Code of Best Practice(PDF)

Resolution no. 87/2007 (PDF)

Appendix to Resolution no. 87/2007 Code of Best Practice(PDF)

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
Audit and Compliance Committee

David Hexter – Chairman

Dominika Bettman

Danuta Dąbrowska

Jerzy Surma

Marynika Woroszylska-Sapieha

Risk Committee

Jerzy Surma – Chairman

Dominika Bettman

David Hexter

John Power

Nominations Committee

Marynika Woroszylska-Sapieha – Chairperson

José Luís de Mora

Danuta Dąbrowska

David Hexter

Jerzy Surma

Remuneration Committee

Danuta Dąbrowska – Chairperson

José Luís de Mora

Marynika Woroszylska-Sapieha

Dominika Bettman
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
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

4 March 2021 r.

94.4 kB

PDF

pl_PLen_US

Pobierz

Calendar

Last event
22.03.2021	Annual General Meeting
Next events
28.04.2021	Consolidated quarterly report for Q1 2021

Show all

Shareholders

67,41%
Banco Santander S.A.
5,01%
Nationale-Nederlanden OFE
27,58%
Pozostali akcjonariusze

CSR/ESG Report

The Corporate Social Responsibility Report of Santander Bank Polska for 2020 is the eighth report presenting a comprehensive overview of our organization’s impact on social, economic and environmental issues. The report covers the period from 1 January 2020 to 31 December 2020, unless it is explicitly stated otherwise in the report text.

Report

The report was prepared in accordance with the Global Reporting Initiative (GRI) international standard, at the Core level.

Diversity Policies

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	1	8
Key managers	25	82
Senior managers	34	34

Age	30-40 years	41-50 years	51-60 years	above 60 years
Supervisory Board	-	2	5	3
Management Board	-	4	5	-
Key managers	29	56	21	1
Senior managers	12	39	15	2

Practice	up to 5 years	6-10 years	11-15 years	16-20 years	21-25 years	above 25 years
Supervisory Board	3	6	-	-	1	-
Management Board	3	2	2	1	-	-
Key managers	22	16	28	18	13	1
Senior managers	19	5	3	15	14	-

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.

Santander Bank Polska management board diversity policy

11 July 2018 r.

291.9 kB

PDF

pl_PLen_US

Pobierz

The Policy on the suitability assessment of the Supervisory Board Members (regulating also the diversity matters)

23 February 2021 r.

1148.7 kB

PDF

pl_PLen_US

Pobierz

Best practice

Information on application of Best Practice 2021

Adoption of the ”Principles of Corporate Governance” by the Annual General Meeting

Principles of Corporate Governance Rules for Supervised Institutions

Audit and Compliance Committee

Risk Committee

Nominations Committee

Remuneration Committee

Structure of Santander Bank Polska Group

Calendar

Shareholders

67,41%

5,01%

27,58%

CSR/ESG Report

Diversity Policies

Other information

Authorities

General Meeting

Corporate documents

Financial statement

Performance presentation

Development strategy

Rating agencies’ recommendations and analyses

Current reports

Calendar of important events for shareholders

Records form meetings with investors

Channels for investors’ communication with the Bank

Mergers & Acquisitions

Best practice

Information on application of Best Practice 2021

Corporate Governance

Supervisory Board’s committees

Information on changes to share capital and all share dealings

Incentive programmes

Dividend policy

Questions asked by investors and answers provided

Equal pay index for women and men

Other announcements required by law

Structure of Santander Bank Polska Group

Calendar

Shareholders

CSR/ESG Report

Diversity Policies

Structure of Santander Bank Polska Group

Calendar

Shareholders

67,41%

5,01%

27,58%

CSR/ESG Report

Diversity Policies

Other information