Corporate governance

Corporate governance defines the terms of reference for our bank’s authorities and the functioning of its systems and processes. It structures exemplary relations with shareholders, customers and other stakeholders and enhances the effectiveness of internal audit, key internal systems and functions and statutory bodies.

The adopted corporate governance principles emphasise:

• professional and ethical standards of the members of the management and supervisory bodies
• transparency and utmost diligence in all actions.

With this approach we build market confidence in our bank’s Group and we support the sustainability and credibility of the domestic capital market.

Our most important corporate governance policies and regulations are:

We did not implement any new regulations in 2021, however, in line with the bank’s annual regulation review process, we reviewed all compliance regulations.

The corporate governance applied at the bank stems from the provisions of law (in particular, the Commercial Companies Code, the Banking Law and the regulations applicable to capital market operations), as well as from the principles set out in the ”Best Practices of Companies Listed on the WSE”, the ”Corporate Governance Principles for Supervised Institutions” issued by the Financial Supervision Commission and the ”Code of Banking Ethics”.

The remuneration policy implemented in our bank meets all the requirements of the applicable laws and promotes the development and security of the bank. It is in line with the principles of sound and effective risk management, prudent capital management and the bank’s business strategy, objectives, values and long-term interests.

The bank’s remuneration practices embrace diversity, enabling it to attract and retain the best-qualified employees through a competitive benefits package that includes the base salary, bonus schemes and attractive fringe benefits.

Our remuneration rules are documented in:

• ”Remuneration Policy of the Santander Bank Polska Group”,
• ”Remuneration Policy for the Members of the Management Board of Santander Bank Polska S.A.”,
• ”Remuneration Policy for Supervisory Board Members of Santander Bank Polska S.A”.

Key assumptions of the policies:

• The objective of our remuneration policy is to ensure the long-term sustainability of the Group by adequately rewarding employees for their work, motivating them to achieve the best performance and strategic objectives, as well as to retain them in the bank for a longer time and promote behaviour that excludes excessive risk-taking.
• The remuneration of the Members of the Management Board consists of a fixed part and a variable part, awarded on the basis of assessment of their performance.
• The remuneration of the Members of the Supervisory Board is not dependent on options, other derivative instruments or any other variable components or performance of the bank.
• The level of remuneration of the Members of the Management Board and Supervisory Board and key executives is sufficient to attract, retain and motivate persons with competences necessary for the proper management and supervision of the bank. The structure of the total remuneration is aligned with the market practices, while the remuneration levels correspond to those offered in the banking sector, taking into account the scale of operations.
• The Supervisory Board has  set up a Remuneration Committee, with the majority of members being independent.

Remuneration for the President and Members of the Management Board is determined by the Supervisory Board, taking into account the recommendations of the Remuneration Committee. The Committee defines the remuneration policy for the Members of the Management Board of Santander Bank Polska S.A. and the individual terms of the remuneration packages for each Member of the Management Board.

When determining the basic remuneration of a Member of the Management Board we take into account in particular: the role performed, the scope of organisational responsibility in the bank, qualifications and professional experience and the market competitiveness of the remuneration offered.

The variable remuneration is awarded to the Members of the Management Board on the basis of the results of the assessment of their performance. The selection of indicators (as well as their granularity) for individual Board Members is based on the scope of their individual duties and responsibilities in the bank’s overall management process.