Values and ethics

We require all our employees to act in accordance with our corporate value system. We consolidate ethical standards and develop a culture of responsible actions in accordance with the Simple, Personal, Fair values.

We have defined the ethical standards adopted by Santander Bank Polska Group and also in Santander Bank Polska S.A. in the General Code of Conduct (the Code). It defines ethical principles in detail, informs about the consequences associated with non-compliance and presents examples of behaviours desirable in specific situations.

The provisions of the Code refer to, among other things:

The compliance function is responsible for the development, implementation and application of the Code, which is supported in this regard by the human resources unit. Supervision of employee compliance with the Code is carried out by the Regulatory and Reputational Risk Committee, the Board of Directors and the Audit and Compliance Committee of the Supervisory Board.

The Code is subject to annual reviews. In 2022, changes were made to the provisions on TEAMS corporate behaviours, among others.

The bank’s training in the General Code of Conduct, Anti-Corruption and Prevention of Criminal Liability Risk covering the basic standards of conduct is mandatory for all employees. It is completed by all newly hired employees.

The provisions of the Code are supplemented by the following internal documents of the bank:

The General Code of Conduct and the Whistleblowing Policy describe ways to report violations of the law and corporate standards. Employees can make reports in particular by:

*Relational helpline existed as a channel for reporting violations until 30 November, 2022.

Reports can be made anonymously. Whistleblowers are guaranteed thorough investigation of the reported case and confidentiality. After clarification and verification of the collected information, disciplinary or other actions may be taken against the reported persons. It is forbidden to use repressive measures against the whistleblowers and to impose any sanctions against them for reporting misconduct. We also follow good industry practices compiled in the Code of Banking Ethics, developed by the Polish Bank Association.

It is also possible to discuss incidents in the area of employee relations by contacting the relational helpline.

The bank’s Chief Compliance Officer is responsible for the operation of the Bank’s whistleblowing procedures, and designated employees of the Compliance function are authorized to receive reports and take follow-up action. The channels in question are also used at subsidiaries (Santander Factoring Sp. z o.o., Santander Leasing S.A., Santander Towarzystwo Funduszy Inwestycyjnych S.A.).

We monitor the effectiveness of these measures – starting in 2022 a survey has been addressed to a selected group of employees, where one of the topics is whistleblowing channels and their perception. Based on the results of the survey, a report on the performance of whistleblowing channels is prepared. It is the basis for the Supervisory Board’s evaluation of ethical matters in the bank.

It is the duty of our employees to prioritize the interests of the bank, customers and other stakeholders, which must not be subordinated to their private interests. These matters are governed by the Policy of Preventing Conflicts of Interest at Santander Bank Polska S.A.” which elaborates on the relevant provisions of the General Code of Conduct, including:

• prohibition of special treatment or offering special terms of employment due to personal or family ties,
• prohibition on deriving additional benefits from a position held in the Group, except in explicitly permissible cases,
• prohibition from participating in the approval of transactions or influencing transactions with parties associated by economic or family ties acting as beneficiaries or guarantors.

The Policy of Preventing Conflicts of Interest at Santander Bank Polska S.A. also regulates cases of conflict of interest:

The assessment of potential conflicts of interest involving our employees is carried out by experts from the Compliance Area. They have the right to request certain data or information on personal or professional circumstances that may affect the performance of employees’ duties and their decisions.

Members of the Management Board and Supervisory Board prevent conflicts of interest firstly by avoiding professional activities that may lead to such conflicts. They also must not take part in the resolution of cases where a conflict of interest involving them has arisen or may arise, and are required to inform the bank of any such situations. Issues of possible conflicts of interest of members of the Management Board and Supervisory Board are examined before their appointment to these bodies and as part of regular follow-up suitability assessments.

We provide information on the assessment of the suitability of members of the bank’s Management Board and Supervisory Board to the Polish Financial Supervision Authority (in accordance with our policies on the suitability of members of the bank’s authorities), we re-assess whether a member of the Management Board or Supervisory Board devotes sufficient time to his/her duties when the member takes on an additional executive role or begins to carry out other relevant activities, including political activities. The assessment of the suitability of Supervisory Board members is made at the General Meeting of shareholders and the documents are published on the dedicated website).

We operate under the principle of Zero Tolerance for Corruption. Anti-corruption matters are governed by the General Code of Conduct, and further specified by the Anti-Corruption Program, which addresses such topics as:

• gifts and invitations given to public officials,
• gifts and invitations given to employees,
• relations with third parties,
• application of additional control mechanisms,
• channels for reporting violations of rules.

As in the previous year, employees and Board members receive:

• communication on anti-corruption policies and procedures as part of the standard internal regulation communication process,
• access to e-learning training on issues related to the General Code of Conduct and the Anti-Corruption Program and Corporate Defense.

* Employees excluding members of the Management Board and middle management of Santander Bank Polska S.A.
** Other managers of Santander Bank Polska S.A.
*** The numberr does not include employees on long-term absences

We do not have data on the Supervisory Board’s anti-corruption training. We also do not collect data on communication of anti-corruption procedures to our business partners.