The remuneration policies for the members of the management of Santander Bank Polska S.A. ensure an appropriate level of remuneration for the Management Board and Supervisory Board members and for key executives. The adopted principles make it possible to attract, retain and appropriately motivate individuals with the competences necessary to properly manage and supervise the bank.
The remuneration of the Management Board and the Supervisory Board is governed by two documents: the Remuneration Policy for Members of the Management Board of Santander Bank Polska S.A. and the Remuneration Policy for Members of the Supervisory Board of Santander Bank Polska S.A.
The members of the Management Board receive remuneration consisting of a fixed and a variable part depending on their performance evaluation. The remuneration of the Members of the Supervisory Board is not dependent on options or other derivatives or on any other variables or the performance of the bank.
The remuneration of the Members of the Management Board is determined by the Supervisory Board taking into account the recommendation of the Remuneration Committee. This Committee determines the remuneration policy for the Members of the bank’s Management Board.
The structure of total remuneration is in line with market practices, while remuneration levels are in line with banking sector standards, taking into account the scale of the bank’s operations.
The bonus system for Management Board members makes the level of remuneration conditional on an assessment of the company’s long-term financial position, the long-term growth of shareholder value and the stability of the company’s operations and the acceptable level of risk.
The amount of the annual bonus is determined in particular based on:
The selection of indicators and their granularity level for individual Management Board Members takes into account the scope of their individual duties and responsibilities in the bank’s management process. Decisions on the allocation of variable remuneration are made based on the outcome of the assessment of their performance.
From 2021 onwards, one of the criteria for determining the amount of the bonus awarded to members of the bank’s Management Board is the achievement of strategic objectives in the field of responsible banking and ESG. One of the strategic directions in the period between 2021 and 2023 written into the objectives charter as mandatory was Safety & Trust. It pertained to ESG, among others. The KPIs by which its achievement is measured include green finance, position in the Top 10 employers, number of women in managerial positions and closing the pay gap between female and male employees (Equal Pay Gap).
Another factor taken into account is the progress made in a given year in three key areas:
On the basis of the indicators and assessment of the performance of the individual tasks in the WHAT, HOW and RISK categories and the respective weights assigned to these objectives, a score is determined. This score is subject to adjustment by a multiplier proposed by the Remuneration Committee of the Supervisory Board and approved by the Supervisory Board. The multiplier is derived, among other things, from an assessment of the three-year outlook.
Since 2022, the Santander Bank Polska Group Incentive Programme VII has been in place for employees of Group companies who make a significant contribution to their value. The aim of the programme is to motivate the achievement of business and quality objectives in line with the Group’s long-term strategy. The programme – which will run until 2026 – will strengthen the link between employees and the Group, as well as encourage them to be particularly attentive to the Group’s long-term interests. Due to the deferral of variable remuneration payments, share buybacks and the transfer of shares to participants will continue until 2033.
Participants in the Incentive Programme are obligatorily all persons with the status of Identified Staff members of the Santander Group (i.e. persons with key functions, designated in accordance with Article 22aa(10) of the Banking Law). The list of other key participants is drawn up by the Members of the Management Board and approved by the bank’s Supervisory Board, with the participation of other employees in the programme being voluntary.
Under the programme, upon fulfilment of certain conditions, an award is granted as a component of variable remuneration in the form of the bank’s own shares. To this end, between 2023 and 2033, Santander Bank Polska will acquire up to 2,331,000 own shares.
The total variable remuneration awarded for a calendar year to the members of the Management Board may not exceed 100% of the fixed remuneration awarded for the calendar year in question. In exceptional cases, this limit may be increased to a maximum of 200% of the fixed remuneration, subject to the approval of the General Meeting of the bank’s Shareholders.
Variable remuneration – awarded on the basis of bonus regulations – is paid in cash and in the form of financial instruments. The value of the payment in the form of financial instruments may not be less than 50% of the total variable remuneration payment.
Payment of at least 40% of each variable remuneration component shall be deferred for a period of five years. A malus clause may be applied to the deferred portion of the variable remuneration if performance-related or risk-changing situations arise.
Upon expiry of their mandate, removal from office or non-appointment to a new term of office, the members of the Management Board are entitled to severance pay. The right to severance pay does not apply in the event of resumption of employment within the bank’s structures, dismissal for disciplinary reasons, as well as resignation or failure to receive a vote of acceptance for the performance of duties.
The bank does not offer members of the Management Board, Supervisory Board or senior management any special retirement benefits and does not have any pension or benefit obligations of a similar nature in relation to these individuals.
More information about the remuneration of Supervisory and Management Board members, Incentive Programme VII and the bank’s shares held by members of the Management Board can be found in our Corporate Governance Statement for 2023.
The ratio of the total annual remuneration of the highest paid individual in the organisation to the median annual total remuneration including all employees (excluding the highest paid individual) is 1:34.35 (the disclosure includes the undeferred portion of variable cash remuneration paid in 2023 for 2022). If the full amount of variable remuneration awarded in 2023 for 2022 was taken into account, the ratio would be 1:63.77*.
In 2022, this ratio was 1:50 and was 13.7 percentage points lower.
The ratio refers to Santander Bank Polska S.A. The figure does not include data for the Santander Bank Polska Group. Work is underway to calculate the consolidated indicator in subsequent years.
