Corporate governance strategy and policies

Przeskocz do 2-23
Przeskocz do 2-24

GRI:
Policy commitments2-23
Embedding policy commitments2-24

Corporate governance defines the principles of Santander Bank Polska S.A.’s authorities and the operation of its systems and processes. It shapes exemplary relations with shareholders, customers and other stakeholders, and enhances the effectiveness of internal supervision, key internal systems and functions, and statutory bodies. The adopted principles emphasize the professionalism and ethical profile of the members of the management and supervisory bodies, transparency and utmost diligence in operations, which builds market confidence in the Santander Bank Polska Group and supports the sustainability and credibility of the domestic capital market.

The corporate governance applied at the bank is based on the provisions of the law (in particular, the Commercial Companies Code, the Banking Law and the regulations governing capital market operations), as well as on the principles included in the Good 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 year 2022 was the first year in which the KNF’s Recommendation Z on internal governance principles in banks was in force. In order to fully implement its provisions, governance processes and principles were reviewed and supplemented, both at the bank and Group levels.

For a full description of our corporate governance, see Santander Bank Polska S.A.’s 2022 Corporate Governance Statement.

Santander Bank Polska S.A. has implemented the Corporate Governance Model for the Group and its Subsidiaries and Guidelines for Subsidiaries. This document defines the most important principles for the relationship between the S Group and its subsidiaries, clarifies the guidelines for the management and supervisory bodies of the companies and the most important business, support and control functions.

In 2022, we have not recorded any cases of deviation from the principles described in these documents.

The most important regulations that underpin our corporate governance include:

„Internal governance principles”.
„Corporate governance principles in Santander Bank Polska Group”
„Corporate Governance Model for the Group and its Subsidiaries and Guidelines for Subsidiaries”
„Detailed Corporate Governance Principles”
„General Code of Conduct”
„Information Policy”
„Conflict of Interest Policy”
„Code of Conduct for Securities Markets”

„Anti-Money Laundering Policy”
„Policy 5 Principles of Cyber Security”
„Anti-Corruption Program”
„Responsible banking and sustainability policy”
„Policy for Selection and Assessment of Suitability of Management Board Members and Individuals Performing Key Functions at Santander Bank Polska S.A.”
„Policy for Assessing the Suitability of Members of the Supervisory Board of Santander Bank Polska S.A.”

The Compliance function is responsible for the development, implementation and application of regulations for the purpose of compliance assurance.

All regulations related to compliance assurance are reviewed annually and updated as necessary. The Sustainability Policy was updated in 2022. The Social, Environmental and Climate Change Risk Management Policy includes sector policies for the energy, mining and metals, and soft commodities sectors. Information on the establishment of the ESG Forum was also added.