Description of the management structure

In this report we present the bank’s management structure. Information on the management structure of the other companies in our Group is available on their websites.

^{* Indicators GRI 2-9 concern disclosures by Santander Bank Polska S.A.}

^{** 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 26 October 2023, María Elena Lanciego Pérez resigned from the Board member position with effect from 1 January 2024. On 13 December 2023, the Supervisory Board appointed Wojciech Skalski, former Director of the Financial Accounting Area, to replace her.}

As of December, 31 2023, women accounted for 27% of the Management Board. The bank’s Board Members did not hold any other significant positions that could have a negative impact on the sufficient time availability, as evidenced by the suitability assessment (each member must obtain a positive assessment regarding the availability of sufficient time to perform his/her function).

The Management Board is responsible for overseeing and approving the Responsible Banking Strategy and the integration of ESG criteria into the business strategy (in the short, medium and long term) and as part of the risk management process.

The Supervisory Board continuously supervises the bank’s activities, exercises the powers provided for in the Code of Commercial Companies and the Statutes, and approves the annual and long-term plans for the bank’s development, the financial plans, the bank’s operating strategies and the principles of prudent and stable management of the bank drawn up by the Management Board. The Supervisory Board, in accordance with its bylaws, oversees the development, implementation and execution of the responsible banking programme and the fulfilment of regulatory requirements in the ESG area. The remit of the Supervisory Board Committees, i.e. the Risk Committee and the Audit and Compliance Committee, has also been expanded from 2024. It has been agreed that ESG risks will also be taken into account in reviewing the Group’s risk profile, just like in the case of reviewing and recommending to the Supervisory Board for approval the policies relating to the overall risk management framework in place in the organisation. The Audit and Compliance Committee will review the ESG Report and the ESG ratings assigned to the bank and the Group.

The procedures for the appointment and removal of members of the Management Board of Santander Bank Polska S.A. are in accordance with:

• Commercial Companies Code,
• Banking Law,
• Statute of Santander Bank Polska S.A.,
• Policy for the Appointment and Succession of Members of the Management Board of Santander Bank Polska S.A.

Members of the Management Board are appointed by the Supervisory Board. In accordance with the regulations, the appointment of the President of the Management Board and the Member of the Management Board overseeing the management of significant risks at the bank requires the approval of the Polish 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 term of office of the Management Board and the Supervisory Board is three years. The members of the Supervisory Board, including the Chair of the Board, are elected and dismissed by the General Meeting of Shareholders.

The Management Board and the Supervisory Board are appointed taking into account criteria that ensure the comprehensiveness and diversity of these bodies. Each Member of the Management Board is subject to an individual, independent suitability assessment and the Management Board as a whole to a collective, independent suitability assessment. These assessments are carried out at least once a year and always in the situations outlined in the Policy, including in the event of a change in the composition of the Management Board or a significant change in the responsibilities of individual Management Board Members.  If a person is deemed unsuitable to serve as a Management Board Member, he or she shall immediately step down.

The Supervisory Board monitors the performance of the Management Board and its members. The process of evaluating the qualifications of the members of the Management Board and other persons performing key functions at the bank is carried out by the Nomination Committee and the Remuneration Committee of the Supervisory Board. The evaluation of the Management Board is carried out at least once a year by the Supervisory Board, which consists of five members who meet the independence criteria (half of the membership). The work of the Supervisory Board is evaluated by the General Meeting of Shareholders of the bank. Once every three years, the evaluation is carried out by an independent external entity and submitted for approval by the General Meeting of Shareholders..

All members of the Management Board have the knowledgę, experience and qualifications necessary to perform their functions properly. 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 enhances their supervision and operations. Serving on the governing bodies of entities outside the bank’s Group is only possible with the approval of the Supervisory Board.

In 2023, the bank conducted specialised sustainability training sessions attended by members of the Management Board and Supervisory Board:

Training in 2023:

• ESG Risk Training
• ESG Risk New normal… to be

Training topics for members of the governing bodies included information on legal requirements and the European regulatory framework, greenwashing, decarbonisation, climate change risks and their impact on the bank’s activities, including on the loan portfolio, methodologies for managing risks and the threats and opportunities they present. In addition, in 2023

The active participation of the bank’s management in events devoted to sustainability topics and the presentation of our bank’s and Group’s approach to a wide audience fosters the exchange of experiences with ESG leaders and experts, thereby increasing the knowledge and awareness of managers and the organisation as a whole.

The most important committee responsible for managing sustainability and ESG issues at Santander Bank Polska S.A. is the Responsible Banking and Corporate Culture Committee. Its mandate is to support the Management Board in setting the strategy and standards and managing responsible banking and corporate culture at Santander Bank Polska S.A., as well as setting and monitoring sustainability objectives for all areas of the bank’s business. This committee is chaired by the President of the Management Board.

The committee members are:

• President of the bank’s Management Board – Chairman of the Committee;
• Vice-President of the bank’s Management Board in charge of Corporate and Investment Banking Division;
• Vice-President of the bank’s Management Board in charge of Risk Management Division;
• Vice-President of the bank’s Management Board in charge of Wealth Management and Insurance Division;
• Member of the bank’s Management Board in charge of Retail Banking Division;
• Member of the bank’s Management Board in charge of Business Partnerships Division;
• Member of the bank’s Management Board in charge of Financial Management Division;
• Member of the of the bank’s Management Board in charge of Business and Corporate Banking Division;
• Member of the bank’s Management Board in charge of Digital Transformation Division;
• Member of the bank’s Management Board of the bank in charge of Accounting and Financial Control Division;
• Member of the bank’s Management Board in charge of the Compliance and Financial Crime Control Division,
• Head of Corporate Governance;
• Head of Legal Area;
• Head of the Corporate Communications and Marketing Area;
• Head of the Talent Management and Organisational Culture Transformation;
• Chief Employee Experience Officer;
• Head of Risk Culture Development.

The Committee has established a working group called the ESG Forum to coordinate the day-to-day implementation of activities related to the development and implementation of responsible banking, sustainability, ESG, corporate culture, sustainable finance, ESG risks and the climate strategy. The Forum’s tasks are to analyse the challenges, opportunities and risks of the EU Sustainable Finance agenda, to plan and coordinate ESG activities and to report regularly to the Committee and the bank’s Management Board (at least twice a year). Members of the ESG Forum are representatives of top management from all divisions and areas and of Santander Leasing.

In addition to the Responsible Banking and Corporate Culture Committee, the following committed are responsible for managing the bank’s environmental, social and economic impact:

• Operational Risk Management Committee,
• 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.

In 2023, John Power resigned from the Supervisory Board effective 1 August 2023. All members of the Supervisory Board are non-executive members and 5 members are independent.

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 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, the Nominations 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 Supervisory Board.

One of the bank’s commitments is to ensure 40-60% female representation on the Supervisory Board by 2025. The 40% target was achieved in 2023.

All of the above committees – within their respective terms of reference – are responsible for making decisions and providing oversight for the management of the organisation’s economic, environmental and human impacts.