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.

Corporate governance principles

  • GRI:
  • Policy commitments2-23
    Policy commitments

Our most important corporate governance policies and regulations are:

  • ”Corporate Governance Model for the Group and its Subsidiaries”,
  • ”Guidelines for Subsidiary Companies”,
  • ”Detailed Principles of Corporate Governance”,
  • ”General Code of Conduct”,
  • ”Information Policy”,
  • ”Conflict of Interest Policy”,
  • ”Code of Conduct for Securities Markets”,
  • ”Anti-Money Laundering Policy”,
  • ”Anti-Corruption Programme”,
  • ”Sustainable Development Policy”.

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”.

In 2021, we introduced in our bank Recommendation Z of the Polish Financial Supervision Authority (KNF) on internal governance principles in banks, which came into force on 1 January 2022. In order to fully implement its provisions, we reviewed and completed governance processes and principles, both at the Bank and Group level. Recommendation Z is available on the KNF’s website.

  • In 2021, Santander Bank Polska S.A. complied with all the principles prescribed in the ”Best Practices for WSE Listed Companies 2016″ until June 2021.

  • We also applied all the currently applicable principles contained in the revised set of ”Best Practices for WSE Listed Companies 2021″, which came into force on 1 July 2021.

  • We complied with all the principles contained in the ”Corporate Governance Principles for Supervised Institutions” issued by the Financial Supervision Commission.

During the period covered by this report, there were no cases of the bank’s non-compliance with the principles arising from the aforementioned documents.

Remuneration policy

  • GRI:
  • Remuneration policies2-19
    Remuneration policies

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.

Process for determining remuneration of senior managers

  • GRI:
  • Role of the highest governance body in overseeing the management of impacts2-12
    Role of the highest governance body in overseeing the management of impacts
  • Evaluation of the performance of the highest governance body2-18
    Evaluation of the performance of the highest governance body
  • Process to determine remuneration2-20
    Process to determine remuneration

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.

From 2021 onwards, one of the criteria for determining the amount of the bonus awarded to the Members of the Management Board and the Chairperson of the Supervisory Board is the assessment of the achievement of the objectives of the Responsible Banking strategy, including tasks which help to protect the environment and combat climate change. The progress made in a respective years in the areas is taken into account:

  • promotion of diversity,
  • facilitating access to financial services and financial education,
  • development of the green product offer.

In addition, the Management Board Members, key executives and all employees have the implementation of the Responsible Banking agenda in their personal objectives.

From 2021 onwards, the implementation of the priorities in the area of Responsible Banking as one of the objectives of the bank’s operational strategy constitutes, among other things, 10% of the assessment in the ” Operational Objectives” section.