Values and ethics

Santander Bank Polska Group operates ethically. A key document in this respect effective since 2013 is the publicly available General Code of Conduct in which we define in detail the principles of work ethics in our organisation, present examples of behaviour that are desirable in specific situations and clearly communicate the consequences of breaching ethical standards. The Code’s standards are addressed to all persons employed by the bank under an employment contract or cooperating with the bank under a civil law contract, including top management and members of the bank’s management and supervisory bodies (hereinafter collectively referred to as ”employees”).

All employees are required to familiarise themselves with the provisions of the Code and to abide by them. The principles described in the document are presented during onboarding training, and they are also periodically refreshed during mandatory training courses, such as the bank’s obligatory training course General Code of Conduct, Anti-Corruption and Prevention of Criminal Liability Risks.

The bank’s Compliance function supported by the Human Resources function is responsible for the development, implementation and application of the General Code of Conduct. Observance of the Code is overseen by the Regulatory and Reputational Risk Committee, the Management Board and the Audit and Compliance Committee of the Supervisory Board. The Code is reviewed annually. In 2023, no changes were made to the Code.

One of the areas regulated in the Code and elaborated upon in the ”Whistleblowing Policy” is the issue of reporting violations of the law and corporate standards.

The channels are operated internally, only in certain situations can submitted reports be forwarded to an external expert for examination. All information sent, including the identity of the whistleblower, is treated as confidential. The whistleblower has the choice to report the case by name or anonymously. Once the information gathered has been clarified and verified, disciplinary or other action may be taken against the persons concerned. In accordance with the Group’s internal regulations it is prohibited to take repressive measures or draw any consequences against whistleblowers. The Group also applies the good industry practices compiled in the ”Code of Banking Ethics”, developed by the Polish Bank Association.

At Santander Bank Polska S.A., the Chief Compliance Officer acting under the authority of the bank’s Management Board is responsible for the operation of the whistleblowing procedures and designated employees of the compliance function (Compliance and Financial Crime Control Division) and authorised employees receive reports and take follow-up action.

With regard to the communication of material issues to the bank’s governing bodies, at least once every six months the Member of the Management Board in charge of the Compliance and Financial Crime Control Division informs – through periodic reports – the President of the Management Board and the Supervisory Board of material reports received through whistleblowing channels.

The whistleblowing channels mentioned above are intended for persons employed by the bank under an employment contract or a civil law contract, including top management and members of the bank’s management and supervisory bodies. These channels are also used by analogous persons in subsidiaries (Santander Factoring sp. z o.o., Santander Leasing S.A., Santander Towarzystwo Funduszy Inwestycyjnych S.A.).

For example, at Santander Factoring sp. z o. o. ”Whistleblowing policy” based on the regulations of Santander Bank Polska S.A. takes into account the specific nature and organisational structure of the company. Among other things, special forms and applications have been implemented to enable open reporting of violations of applicable regulations and suspicious customer behaviour that may result in the commission of a criminal offence (so called anti-frauds).

At Santander Leasing S.A., reports sent through whistleblowing channels provided by the bank are dealt with by special units of the bank with the participation of Santander Leasing S.A.. Complaints submitted by customers directly to the company are handled by its business units. Santander Leasing S.A. also maintains records of breaches of regulations and incidents that pose a reputational risk to the company.

Santander Consumer Bank S.A. also has channels in place for reporting violations of the law, as well as internal regulations and ethical rules. These include mailboxes and the external application Sygnanet. Violations can be reported there by current and former employees, job candidates, trainees and interns, members of Santander Consumer Bank’s bodies and suppliers. Responsibility for receiving reports lies (depending on the channel of reporting) with either the bank’s CEO and designated employees of the Compliance Department or the Supervisory Board or designated members of the Supervisory Board.

The conflict of interest policies in place in the Santander Bank Polska Group are based on the regulations implemented in the parent company. The ”Policy of Preventing Conflicts of Interest at Santander Bank Polska S.A.” elaborates the provisions of the “General Code of Conduct” by requiring all employees to give priority to the interests of the Group, customers and other stakeholders, which they may under no circumstances subordinate to their private interests.

Members of the bank’s Management and Supervisory Boards prevent conflicts of interest in the first place by avoiding professional activities that may lead to their occurrence. They are also not allowed to take part in the resolution of matters where a conflict of interest involving them has arisen or may arise. They are furthermore obliged to inform the bank of such situations. The issues of possible conflicts of interest concerning the members of the Management Board and the Supervisory Board are examined prior to their appointment to these bodies and as part of the 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.

In addition, the bank fulfils its disclosure obligations related to the information about significant shareholdings in cases specified in the Public Offering Act. The topic of disclosure of conflicts of interest is also addressed in the Regulations on Investing by or for the account of Related Persons in Financial Instruments at Santander Bank Polska S.A.. It obliges persons acting in a managerial capacity and persons closely related to them to notify the Polish Financial Supervision Authority and the bank of any transaction for their account in respect of the bank’s shares, the bank’s debt instruments, derivatives or other related financial instruments.

This policy applies to the bank and is the reference document that other entities should follow in dealing with the issues raised in it. Group companies are required to use this document as the basis for all policies, procedures and regulations that they develop and implement in the area concerned, while making any changes required to bring its provisions into line with local rules, recommendations and instructions issued by supervisory authorities.

Corruption prevention issues are described in the Group-wide 'General Code of Conduct’ which used to be supplemented by the ”Anti-Corruption Programme”. In December 2023 the programme was replaced by the ”Anti-Bribery and Corruption Policy (ABC)” updating the training matters in this area.

In 2023, there was not a single case of corruption in the Group, nor were there any legal proceedings for corrupt practices against companies or their employees.

We want both our anti-corruption policies and our position on this issue to be known to all Group employees, as well as to members of the governing bodies. In parallel to communicating the procedures as part of the standard internal regulation communication process, we also organise mandatory anti-corruption training.

In 2023, training was available for Group employees on the following topics:

We do not collect data on the communication of anti-corruption procedures to business partners across the Group. We do not collect data by region.