General Code of Conduct
Santander Bank Polska S.A. applies ethical principles described in the General Code of Conduct. The new Code settles norms of behaviour and constitutes an important cultural factor in the organization. When making business decisions the Bank follows not only law requirements or regulators expectations, but also adopted ethical standards.
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
Adoption of Best Practices by the General Meeting
Bank Zachodni WBK S.A. advises that on 20 April 2016 the General Meeting adopted the “2016 Code of Best Practice for WSE Listed Companies” issued by the Warsaw Stock Exchange, as approved for application by the Management Board and the Supervisory Board of Bank Zachodni WBK S.A.
Bank Zachodni WBK (the “Bank”) hereby advises that the Management Board and the Supervisory Board of the Bank adopted their respective resolutions concerning the adoption of the content included in the Best Practices for the WSE Listed Companies 2016 issued by the Warsaw Stock Exchange by force of the resolution no. 26/1413/2015 of the Warsaw Stock Exchange Supervisory Board on 13 October 2015.
The Bank advises that the agenda of the next AGM of the Bank will contain an item relating to adoption of the recommendations and principles contained in the Best Practices in 2016.
The content of the Best Practice for the WSE Listed Companies 2016 is available at: Dobre Praktyki 2016.
Other announcements required by law
Diversity best practices
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||5-10 years||10-15 years||15-20 years||20-25 years||above 25 years|
The share of women in management
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.
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.
Scheme V was adopted by way of resolution of the Extraordinary General Meeting on 30.06.2014.
Information about the rules of changing the entity authorized to examine financial statements
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.
Information materials on the Bank's strategy
Information on the Bank's business strategy is part of the Corporate Responsibility Report.
Shareholders’ questions asked to the management board pursuant to Article 428 § 1 or § 6 of the Commercial Companies Code together with answersQuestions asked by the shareholder during the Annual General Meeting on 22 June 2020, together with the answers given.
Information on transactions with connected entities
Santander Bank Polska S.A. informs that since the entry into force of the provisions of Chapter 4b of the Act of 29 July 2005 on public offerings and conditions governing the introduction of financial instruments to organized trading, and on public companies, it has not entered into any material transaction with a connected entity as referred to in the abovementioned regulations.