![](https://esg.santander.pl/2022/en/wp-content/uploads/sites/16/2023/04/sas8.jpg)
Description of the management structure
- GPW:
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Structure of management bodiesG-P1Structure of management bodies
- GRI:
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Highest governance body structure and composition2-9Highest governance body structure and composition
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Chair of the highest governance body2-11Chair of the highest governance body
Management Board composition
There were no changes in the composition of the Management Board of Santander Bank Polska S.A. in 2022. The composition of the Management Board was as follows:
Michał Gajewski*
President of the Management Board, CEO
Andrzej Burliga
Vice-President of the Management Board in charge of Risk Management Division
Juan de Porras Aguirre
Vice-President of the Management Board in charge of Corporate and Investment Banking Division
Arkadiusz Przybył
Vice-President of the Management Board in charge of Retail Banking Division
Lech Gałkowski
Member of the Management Board in charge of Business and Corporate Banking Division
Patryk Nowakowski
Member of the Management Board in charge of Digital Transformation Division
Carlos Polaino Izquierdo
Member of the Management Board in charge of Accounting and Financial Control Division*
Maciej Reluga
Member of the Management Board in charge of Financial Management Division
Dorota Strojkowska
Member of the Management Board in charge of Business Partnership Division
*For the purpose of GRI 2-11 disclosure, we explain that the bank operates under a dualistic model, in accordance with the Commercial Companies Code, which provides for the division of management and supervisory powers between the Management Board and the Supervisory Board. The Chair of the Supervisory Board is not a member of the bank’s Management Board.
*On 13 December, 2022 the bank’s Supervisory Board passed a resolution to appoint María Elena Lanciego Pérez as a member of the bank’s Management Board. She took up this position on 1 January, 2023. The appointment followed the resignation of Carlos Polaino Izquierdo effective 1 January, 2023.
![](https://esg.santander.pl/2022/en/wp-content/uploads/sites/16/2023/04/Obraz231.png)
For more information about the Board Members, the distribution of tasks, major competencies, meeting the criteria for independence and the term of office, see our website under the Investor Relations tab.
Role of the Management Board and Supervisory Board
- GRI:
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Role of the highest governance body in overseeing the management of impacts2-12Role of the highest governance body in overseeing the management of impacts
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Management of material topics (identified as material in the materiality matrix)3-3Management of material topics (identified as material in the materiality matrix)
- TCFD:
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Corporate governanceTCFD – Corporate governanceCorporate governance
- TCFD:
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Management Board's supervision of climate-related risks and opportunities. Management's role in assessing and managing climate-related risks and opportunitiesECManagement Board's supervision of climate-related risks and opportunities. Management's role in assessing and managing climate-related risks and opportunities
The role of the Management Board is to manage the bank’s affairs, represent the bank, prepare the assumptions of business and financial plans and approve and monitor their execution. The Management Board regularly reports to the Supervisory Board on the bank’s situation. The members of the Management Board jointly manage the bank’s affairs. Their tasks also include defining the bank’s mission, setting long-term strategic plans and goals, establishing standing and ad hoc committees and appointing persons responsible for directing their work. According to the bank’s statutes, the Management Board is responsible for implementing corporate governance at the bank and ensuring compliance with it. At least twice a year, the Management Board evaluates the degree of compliance with the bank’s ethical principles.
In addition, the Management Board is responsible for developing a climate strategy and setting its main objectives in line with the Net Zero strategy of Banco Santander Group. Decision-making takes into account the assessments and information and analyses of the body responsible for risk management which is the Risk Committee. This committee is involved in the process of identifying various climate risks and opportunities, and based on its guidelines, the Risk Appetite Statement is adopted. The Management Board is responsible for overseeing and approving the Responsible Banking Strategy and the integration of ESG criteria into the overall business strategy (in the short, medium and/or long term) and as part of the risk management process. ESG risks are the responsibility of all Board Members. The Risk Division acts as the second line of defence in ESG risk management. In the near future, there are plans to analyse environmental risk activities and develop a full accountability model, including the definition of the role of internal control.
The Supervisory Board approves the acceptable level of risk. It is also the responsibility of the Supervisory Board to review the bank’s management strategy and the risk management strategy taking into account the long-term perspective. In making its decisions, the Supervisory Board also considers the assessments, information and analyses of the unit responsible for risk management.
Appointment of the Management Board, evaluation of its activities, knowledge and competence of its members
- GRI:
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Highest governance body structure and composition2-9Highest governance body structure and composition
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Nomination and selection of the highest governance body2-10Nomination and selection of the highest governance body
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Collective knowledge of the highest governance body2-17Collective knowledge of the highest governance body
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Evaluation of the performance of the highest governance body2-18Evaluation of the performance of the highest governance body
Members of the bank’s Management Board are appointed and dismissed in accordance with the provisions of, among others, the Commercial Companies Code, the Banking Law and the provisions of our Statutes and the Appointment and Succession Policy for Members of the Management Board of Santander Bank Polska S.A. They are appointed by the Supervisory Board, but the appointment of two Board Members, including the President, must be approved by the Polish Financial Supervision Authority (KNF). The criteria used to select members of the Management Board and the Supervisory Board are also derived from the Methodology for Assessing the Suitability of Members of the Authorities of Supervised Entities, published by the Financial Supervision Authority. Members of the Management Board may be dismissed by the Supervisory Board or the General Meeting of Shareholders at any time. The Management Board’s term of office is three years.
In accordance with the bank’s Policy for the Selection and Assessment of the Suitability of Management Board Members and Key Executives at Santander Bank Polska S.A., when appointing the Management Board and Supervisory Board, we take into account criteria to ensure the comprehensiveness and diversity of these bodies. Each member of the Management Board is subject to an individual and independent suitability assessment, and the Management Board as a whole is subject to a collective, independent suitability assessment. The assessment is also carried out in accordance with the Methodology for Assessing the Suitability of Members of Bodies of Entities Supervised by the Financial Supervision Authority. Individual and collective suitability assessment is carried out at least once a year and in situations specified in the aforementioned policy, such as when candidates for Board Members are proposed (as a rule, before a person is appointed to the Board), when the composition of the Board changes or when there is a significant change in the bank’s business model. If a person is deemed unsuitable to serve as a Management Board Member, he or she shall immediately step down.
![](https://esg.santander.pl/2022/en/wp-content/uploads/sites/16/2023/04/Obraz231.png)
For more information see the Statement of Santander Bank Polska S.A. on Corporate Governance.
The performance of the Management Board and its members is monitored by the Supervisory Board. The process of assessing the qualifications of Management Board members and other key executives of the bank is conducted by the Nominations Committee and the Remuneration Committee of the Supervisory Board. The members of the Management Board are also subject to performance appraisal in the implementation of the Responsible Banking agenda. This is one of the strategic directions, written into the charter of goals as mandatory: Safety&Trust (ESG). The KPIs by which its implementation is measured include green finance, position in the Top 10 employers, number of women in senior positions and closing the equal pay gap (EPG). The evaluation is carried out twice a year (mid-year review and annual evaluation).
All members of the Management Board have the knowledgę, experience and qualifications necessary for the proper performance of their functions. Serving on the Management Board is the main activity of its members, although some additionally serve on the Supervisory Boards of the bank’s subsidiaries, which improves supervision and the functioning of the Santander Bank Polska Group.
Management Board members on an ongoing basis participate in ESG conferences and trainings. In March 2022, Management Board and Supervisory Board members participated in a dedicated ESG in Financial Sector training on the topic of sustainable finance and related regulations. This year, we also launched a mandatory ESG Training – Introduction to Sustainability for Management Board Members, prepared by the Santander Group.
Committees
- GRI:
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Highest governance body structure and composition2-9Highest governance body structure and composition
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Delegation of responsibility for managing impacts2-13Delegation of responsibility for managing impacts
The bank’s standing committees, which are responsible for managing the bank’s environmental, social and economic impacts, include:
- Operational Risk Management Committee (ORMCO),
- Disclosure Committee,
- Information Management Committee,
- Risk Management Committee,
- Risk Management Forum,
- Regulatory and Reputational Risk Committee,
- Credit Committee,
- Local Product Marketing and Monitoring Committee,
- Public Policy Committee,
- General Compliance Committee
- Responsible Banking and Corporate Culture Committee*.
* The key committee with responsibility for managing sustainability and ESG issues is the Responsible Banking and Corporate Culture Committee which supports the Management Board in overseeing the Responsible Banking and Sustainable Development Strategy – both at the company level and at the level of the entire Santander Bank Polska Group. The President of the Management Board is also the chair of this committee, and its responsibilities include defining the strategy and annual goals of Responsible Banking and Corporate Culture and ensuring the implementation of the provisions of Santander Bank Polska S.A.’s social and environmental policies.
The committee members are:
- President of the Management Board of Santander Bank Polska S.A. – Chairman of the Committee;
- Member of the Management Board of the bank in charge of the Retail Banking Division;
- Member of the Management Board of the bank in charge of the Business Partnerships Division;
- Member of the Management Board of the bank in charge of the Financial Management Division;
- Member of the Management Board of the bank in charge of the Business and Corporate Banking Division;
- Member of the Management Board of the bank in charge of the Corporate and Investment Banking Division;
- Member of the Management Board of the bank in charge of the Risk Management Division;
- Member of the Management Board of the bank in charge of the Digital Transformation Division;
- Member of the Management Board of the bank in charge of the Accounting and Financial Control Division;
- Head of the Bank’s Legal and Compliance Area;
- Compliance Area Director;
- Corporate Communications and Marketing Area Director;
- Employer Brand Office Director;
- Business Partnerships Department Director;
- Risk Culture Development Director;
The Committee is supported by the ESG Forum. The Forum’s task is to analyse challenges, opportunities and risks related to the EU Sustainable Finance agenda, plan ESG activities, coordinate their implementation, and report periodically (twice a year) to the Responsible Banking and Corporate Culture Committee and the bank’s Management Board. Members of the ESG Forum include senior managers from all divisions and areas.
![](https://esg.santander.pl/2022/en/wp-content/uploads/sites/16/2023/04/Obraz231.png)
For more information on the role of the committees, see the bank’s 2022 Annual Report.
Supervisory Board composition
Permanent supervision of the bank’s activities is exercised by the Supervisory Board. In 2022, its composition remained unchanged and as at 31 December, 2022 the members of the Supervisory Board were:
Antonio Escámez Torres
Chairman of the Supervisory Board
(does not meet the independence criteria)
José Luís de Mora
Deputy Chairman of the Supervisory Board (does not meet the independence criteria)
Dominika Bettman
Member of the Supervisory Board (meets the independence criteria)
José García Cantera
Member of the Supervisory Board (does not meet the independence criteria)
Danuta Dąbrowska
Member of the Supervisory Board (meets the independence criteria)
Isabel Guerreiro
Member of the Supervisory Board (does not meet the independence criteria)
David Hexter
Member of the Supervisory Board (meets the independence criteria)
John Power
Member of the Supervisory Board (does not meet the independence criteria)
Jerzy Surma
Member of the Supervisory Board (meets the independence criteria)
Marynika Woroszylska-Sapieha
Member of the Supervisory Board (meets the independence criteria)
Appointment of the Supervisory Board
- GRI:
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Highest governance body structure and composition2-9Highest governance body structure and composition
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Nomination and selection of the highest governance body2-10Nomination and selection of the highest governance body
The Supervisory Board consists of at least 5 members appointed for a joint term of three years. Members of the Board, including its Chairperson, are elected and dismissed by the General Meeting of Shareholders. The Management Board informs the Polish Financial Supervision Authority (KNF) about the composition of the Board.
The term of office of a member of the Supervisory Board expires no later than on the date of the General Meeting of Shareholders approving the financial statements for the last full financial year of his or her function as a member of the Supervisory Board. The term of office shall also expire upon death, resignation or dismissal. The term of office of a Supervisory Board Member appointed before the expiration of a given term of the entire Supervisory Board shall expire simultaneously with the expiration of the terms of office of the remaining Members of the Board. The Supervisory Board may appoint committees and persons responsible for directing the work of these committees. The Supervisory Board appoints from among its members the Audit and Compliance Committee, the Risk Committee and the Remuneration Committee, and may appoint other committees to support and improve the activities of the Supervisory Board. Detailed terms of the committee operations, including the roles and competencies of the committee chair and members, are set by regulations adopted by the Board.
Composition of the committees:
Audit and Compliance Committee | Risk Committee |
Nominations Committee | Remuneration Committee | |
Antonio Escámez Torres (Chairman of the Supervisory Board) |
||||
José Luís De Mora (Deputy Chairman of the Supervisory Board) |
x | x | ||
Dominika Bettman (Member of the Supervisory Board) |
x | x | x | |
José García Cantera (Member of the Supervisory Board) |
||||
Danuta Dąbrowska (Member of the Supervisory Board) |
x | x | Chair | |
Isabel Guerreiro (Member of the Supervisory Board) |
||||
David R. Hexter (Member of the Supervisory Board) |
Chair | x | x | |
John Power (Member of the Supervisory Board) |
x | |||
Jerzy Surma (Member of the Supervisory Board) |
x | Chair | x | |
Marynika Woroszylska-Sapieha (Member of the Supervisory Board) |
x | Chair | x |
By 2025, the bank committed to ensure that the share of women on the Supervisory Board would be between 40% and 60%* – the goal has already been achieved (women make up 40% of the Board).
*The need for these changes was due to the necessity to adapt to the requirements of Recommendation Z of the Polish Financial Supervision Authority (KNF) concerning the principles of internal governance in banks and the guidelines of the European Banking Authority no. EBA/GL/2021/06 of July 2, 2021 on the assessment of the suitability of members of the management authorities and key executives.
![](https://esg.santander.pl/2022/en/wp-content/uploads/sites/16/2023/04/Obraz231.png)
For more information about the nomination process and the criteria for independence of Supervisory Board members, see our Statutes and the Regulations of the Supervisory Board.
Detailed information about the Supervisory Board Members, breakdown of responsibilities, relevant competencies, fulfilment of independence criteria and term of office can be found on our website under the Investor Relations tab.