Prevention and detection of corruption and bribery (G1‑3)

The Group’s conflict of interest policies are based on the regulations implemented in the Bank as the parent company. ”Conflict of Interest Policy at Santander Bank Polska S.A.” clarifies the provisions of the ”General Code of Conduct”, imposing on all employees the obligation to prioritise the interests of the Group, customers and other stakeholders, which they may under no circumstances subordinate to their private interest.

Members of the Bank’s Management and Supervisory Boards prevent conflicts of interest primarily by avoiding professional activities that may lead to their occurrence. They are also not permitted 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 members of the Management Board and the Supervisory Board are examined prior to their appointment to these bodies and as part of regular secondary suitability assessments.

Information on the assessment of the suitability of the members of the Bank’s Management Board and Supervisory Board is submitted to the PFSA. In line with the Bank’s suitability policies for members of its governing bodies, a reassessment of the time commitment required from a member of the Management Board or Supervisory Board is conducted if they assume an additional directorship or undertake other significant activities, including political engagements. The suitability assessment of Supervisory Board members is carried out by the General Meeting and the documents are published on the website.

In addition, the Bank complies with its legal obligation to disclose information about major shareholdings in accordance with the Public Offering Act. Issues of disclosure of conflicts of interest are also included in the ”Regulations for investment by or for the account of Obligated Persons in Financial Instruments at Santander Bank Polska SA”. It requires those discharging managerial responsibilities and those closely associated with them to provide the Polish Financial Supervision Authority and the Bank with information on any transaction concluded for their account with respect to the Bank’s shares, the Bank’s debt instruments, derivatives or other related financial instruments.

This policy is binding in the Bank and serves as a reference document to be followed by other entities within the Group in activities related to the matters it addresses. Group companies are required to use this document as the foundation for all related policies, procedures and regulations that they develop and implement in the field in question, while making any required changes to bring its provisions into line with local policies, recommendations and orders issued by supervisory authorities.

Corruption prevention issues are described in the ”General Code of Conduct” in force across the Group. It is supplemented by the ”Anti-Bribery and Corruption Policy (ABC)”, which clarifies, among other things, training requirements in this area. All Group companies operate according to the 'zero tolerance for corruption’ principle, and the implemented regulations concern, among other things:

• offering gifts and invitations to public officials,
• gifts and invitations handed to employees,
• relations with third parties,
• implementation of additional control mechanisms,
• channels for reporting violations of the rules.

Another element of the anti-corruption and anti-bribery system in the Bank and in Santander Consumer Bank is a set of specific rules clarifying the conditions for accepting and offering gifts and invitations in relations with those outside the Bank, which are described within the ”Guidelines for gifts and invitations”. This regulation specifies which types of gifts and invitations cannot be given or accepted, as well as what the rules of conduct are for permitted cases, including but not limited to:

• conditions (adapted to the type and value of the gift or invitation) of the acceptance process for the acceptance or presentation of a gift/invitation are defined, applicable to all Bank employees,
• all gifts and invitations accepted or given by Bank employees are subject to entry in the gifts and invitations register,
• on a quarterly basis, we monitor the register according to the principles set out in the Guidelines and record the results,
• in the event of the identification of a case that may have the appearance of corruption, the matter is referred to the unit responsible for counteracting corruption.

Within the Group, the committees of inquiry investigating corruption or bribery cases are independent of the management structures responsible for the prevention and detection of these cases. This operating model ensures the objectivity and transparency of the investigations. The composition of the committees is selected in each case in a way that eliminates potential conflicts of interest, which allows for a fair and impartial analysis of reported cases. The committee’s work is conducted in accordance with the guidelines contained in the ”Anti-Bribery and Corruption Policy (ABC Policy)” and other internal Group regulations. Thus, we ensure that each report of corruption or bribery is dealt with in a fair manner, respecting the principles of confidentiality and professionalism, and that recommended corrective actions are implemented in accordance with accepted standards.

In the Bank, information on the number of reports categorised as corruption or bribery received through whistleblowing channels is reported to the Management Board and the Audit and Compliance Management Committee on a quarterly basis. In addition, these bodies receive an annual report that summarises the operation of the employee whistleblowing procedures. On this base, the Management Board assesses the adequacy and effectiveness of these procedures.

Training on anti-bribery and corruption is mandatory for all our employees (including members of the Management Board and Supervisory Board). Training courses are held online, usually once a year, except for Santander Consumer Bank, where they are renewed every 2 years. Their scope includes local regulations, ethical rules, anti-corruption policies, gifts, conflicts of interest, the corporate defence model and case studies. Companies also provide additional training during onboarding or make materials available when regulations change. Data on training completion is systematically collected and monitored.

* Top management: Defined as one or two levels below the management and supervisory bodies, which in the Group are the Management Board and the Supervisory Board. This includes senior executives and managers in the Bank, as well as members of the Boards of Directors of Group companies and individuals reporting directly to these Boards.
** Employees with long-term absences were not included.