Business conduct policies and corporate culture (G1‑1)

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  • ESRS:
  • Business conduct policies and corporate cultureG1-1
    Business conduct policies and corporate culture

Impacts and risks in business conduct

In the area of business activity and business conduct, according to the conducted double materiality analysis, topics such as corporate culture, whistleblower protection, supplier relationship management and anti-corruption are of key importance to us. The analysis identifies both significant impacts and risks that need to be managed appropriately in the Group.

  • Impacts related to corporate culture include efforts to conduct business responsibly, taking into account the interests of employees, society and the environment. In the area of whistleblower protection, it is crucial to ensure confidentiality and effective channels for reporting violations, which fosters transparency and trust.
  • Risks include supplier relationship management, where non-compliance with requirements such as operational resilience (e.g. DORA) can lead to business interruptions. In addition, risks exist in the area of corruption, where a lack of effective action can expose the organisation to reputational and financial losses.

The area of political influence and lobbying activities (G1-5) was not considered material in the double materiality analysis, as the Group is not engaged in activities that involve funding political parties, engaging in lobbying or undertaking other activities aimed at exercising political influence. Consequently, disclosures in this regard are not applicable to our business.

Business conduct policies

  • ESRS:
  • Policies adopted to manage material sustainability matters MDR-P
    Policies adopted to manage material sustainability matters

Corporate governance in the Group defines the principles of the bodies and key systems and processes, shapes appropriate relations with the Bank’s shareholders, customers and other stakeholders. The adopted principles build market confidence in the Group and indirectly support the sustainability and credibility of the domestic capital market. We place particular emphasis on the professionalism and ethical profile of the members of the management and supervisory bodies, as well as on transparency and utmost diligence in operations.

At Group Companies, corporate governance is based on applicable laws such as the 'Code of Commercial Companies’ and the ”Banking Law”, as well as supervisory guidelines, including the ”Corporate Governance Principles for Supervised Institutions” developed by the Polish Financial Supervision Authority (PFSA). In the case of the Bank, documents such as the 'Good Practices of Companies Listed on the WSE”, ”Recommendation Z” on internal governance principles in banks issued by the PFSA and the ”Code of Banking Ethics” of the Polish Bank Association also play a key role. These standards and guidelines ensure consistency of operations, transparency and the highest quality of management within the Group.

A full description of the Bank’s corporate governance is provided in Chapter XII ”Statement on corporate governance in 2024”.

As a Group, we have developed and implemented internal regulations that set out policies for business conduct. These policies are made available to employees via the Intranet, during the onboarding process via training and induction materials, and through an internal knowledge base. The Management Board and, in some cases, the Supervisory Board are usually responsible for their implementation. Among the key documents are:

Polityka kultury organizacyjnej Grupy Santander Bank Polska
Description of policy content Scope of applicability of the policy and exclusions
Defines the values, principles and standards of conduct that shape the way the Group and its employees operate. The Management Board and the Supervisory Board are responsible for the policy,

Addressed IRO: Acting in a responsible manner that takes into account not only the interests of investors and the Bank, but also the impact on employees, society and the environment, including the payment of taxes. Failure to fulfil the commitment to respect human rights due to the lack of adequate management structures, communication channels and scalability.

Group
(excluding Stellantis companies)

Polityka „Szacunek i godność”
Description of policy content Scope of applicability of the policy and exclusions
Sets out principles for countering mobbing, harassment and discrimination and promoting fairness to ensure a safe and decent working environment for all employees and stakeholders.

Addressed IRO: Act responsibly and take into account not only the interests of investors and the Bank, but also the impact on employees, society and the environment, including paying taxes.

Group
(excluding Stellantis companies)

Generalny Kodeks Postępowania
Description of policy content Scope of applicability of the policy and exclusions
Defines ethical standards, compliance and accountability principles that apply to all employees, promoting integrity, transparency and the prevention of conflicts of interest in the Bank’s operations.

Addressed IRO: Acting responsibly and taking into account not only the interests of investors and the Bank, but also the impact on employees, society and the environment, including paying taxes. Failure to fulfil the commitment to respect human rights due to lack of adequate management structures, communication channels and scalability.

 Group
(Stellantis companies implemented a similar Code of Conduct for companies)

Polityka przeciwdziałania konfliktom interesów
Description of policy content Scope of applicability of the policy and exclusions
Describes the process for identifying and managing conflicts of interest, in particular with a view to meeting the requirements set out in legislation.

Addressed IRO: Failure to respect human rights due to lack of appropriate governance structures, communication channels and scalability. Risk arising from lack of appropriate governance structures, internal regulations and scalability to manage and resolve ESG issues.

Group
(Stellantis companies implemented their own regulations in this regard)

„Polityka przeciwdziałania łapownictwu i korupcji (Polityka ABC)”
Description of policy content Scope of applicability of the policy and exclusions
Sets out rules and procedures to prevent unethical actions such as offering, accepting or demanding financial or personal benefits in exchange for abuse of position or function. The Management Board and Supervisory Board are responsible for the policy.

Addressed IRO: Combating all forms of corruption.

Group
(Stellantis companies implemented a similar Code of Conduct)

„Polityka zgłaszania naruszeń (whistleblowing)”
Description of policy content Scope of applicability of the policy and exclusions
This policy, together with the ‘Internal Reporting Procedure (protection of whistleblowers)’, indicates the principles and procedures for safely reporting violations of laws, regulations or ethical standards within the organisation, considering the prohibition of retaliation. Amendments to both documents were implemented in December 2024 in connection with the opening of whistleblowing channels to customers and suppliers.

Addressed IRO: Protecting the confidentiality of whistleblower information through and effective communication system, in which the Bank provides the authorities with uniform information through solid, standardised rules and procedures in whistleblowing channels. Increase in the number of repeated incidents due to the failure to implement internal measures to effectively resolve incidents reported through complaint channels and the failure to implement continuous improvements.

Group
(Stellantis companies implemented their own regulations in this regard)

Polityka współpracy z dostawcami oraz outsourcingu
Description of policy content Scope of applicability of the policy and exclusions
Sets out principles for supplier selection, assessment and monitoring, risk management and regulatory compliance.

Addressed IRO: The Policy addresses supplier relationship management issues, including payment practices and the risk arising from the non-implementation of operational resilience solutions related, for example, to DORA (Digital Operational Resilience Act) requirements for the entire value chain.

Group
(excluding Santander Factoring, Stellantis companies implemented their own regulations in this regard)

„Polityka informacyjna”
Description of policy content Scope of applicability of the policy and exclusions
Scope and disclosure principles

Group
(excluding Santander Factoring and Stellantis companies, Santander Leasing implemented its own regulations in this regard)

Description of policy content Scope of applicability of the policy and exclusions
Processing and verification of purchase requests, rules for the selection of suppliers.

Addressed IRO: The Policy addresses supplier relationship management issues, including payment practices.

 Group
(excluding Santander Factoring and Santander Consumer Financial Solutions, Stellantis companies implemented their own regulations in this regard)

Business Conduct Actions

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  • Actions and resources in relation to material sustainability mattersMDR-A
    Actions and resources in relation to material sustainability matters

The Bank implements a number of actions that stem from the policies described above and serve to prevent negative influences, contribute to positive ones, minimize risks and take advantage of opportunities in the area of business conduct. They are continuous in nature, which means that they will be continued and developed in future years. The following subsections detail the initiatives and actions taken in 2024 in areas such as organizational culture, protection of whistleblowers, managing practices with suppliers, and combating all forms of corruption.

Our corporate culture

In the Group, we adhere to the idea of the ”Santander Way” which defines the purpose and ways in which we operate. Our three corporate values – Simple, Personal, Fair – describe how we approach customers to whom we offer financial services, and employees working in Group companies.

The day-to-day operation of the Group is supported by a set of desirable corporate behaviours. Their acronym ”T.E.A.M.S” defines our priorities.

  • Think customer – Myślę o kliencie
  • Embrance change – Angażuje się w zmiany
  • Act now – Podejmuje działania
  • Move together – Współpracuję
  • Speak up – Zabieram głos

As a Group, we act ethically, following the values and principles written down in our key document, the publicly available ”General Code of Conduct”, applicable to all companies. We defined in the Code detailed principles of ethical work in our organisation, present examples of behaviour desirable in specific situations and clearly communicate the consequences of violating ethical standards. The Code’s standards are addressed to all employees of the Bank under an employment contract or those who cooperate with us under civil law contracts, including top management and members of the Bank’s management and supervisory bodies. The organisational culture assessment process is carried out in accordance with the ”Corporate Culture Policy of Santander Bank Polska Group”. The assessment includes an analysis of how values are perceived among key stakeholders, in the Your Voice survey and customer satisfaction.

Selected aspects addressed by the provisions of the Code

  1. Kultura organizacyjna – podejście „Santander Way” oraz hasło T.E.A.M.S
  2. Równe szanse i zakaz dyskryminacji
  3. Inkluzywne i pełne szacunku środowisko pracy
  4. Przeciwdziałanie konfliktom interesów
  5. Przetwarzanie informacji poufnych i danych osobowych
  6. Zachowanie w mediach i podczas wystąpień publicznych
  7. Procedury postępowania obowiązujące na rynkach papierów wartościowych
  8. Utrzymanie uczciwych i odpowiedzialnych relacji z podmiotami konkurencyjnymi
  9. Cyberbezpieczeństwo
  10. Odpowiedzialnie korzystanie z mediów społecznościowych
  11. Wiarygodność i transparentność informacji finansowych
  12. Kontrola wydatków pracowników
  13. Poszanowanie prawa własności intelektualnej i przemysłowej
  14. Sprzedaż produktów i usług bankowych
  15. Kontakty z dostawcami i pośrednikami
  16. Podarunki i zaproszenia od osób trzecich
  17. Przeciwdziałanie przestępstwom finansowym
  18. Współpraca z organami publicznymi

All employees are required to read and comply with the Code of Conduct. The principles described in the document are presented during onboarding training. They are also recalled periodically during mandatory training courses, such as the Bank’s training in the ”General Code of Conduct”. ”Anti-corruption programme and prevention of the risk of criminal liability”. The Code is reviewed annually and was updated in 2024 in connection with the recommendation of the PFSA, regulatory changes and the amendment of the Labour Code, taking into account, among other things, issues of compliance with social and environmental regulations and an update of the breach reporting rules.

The Group’s corporate culture in 2024 was also defined by:

Mechanisms for identifying, reporting and investigating violations

At the Group we have implemented a whistleblowing system that ensures that internal and external stakeholders can report violations and irregularities through dedicated communication channels. This system is an integral part of our corporate culture, supporting adherence to the ethical standards and principles of social and business responsibility.

  • Employees can report issues relating to, among other things, violations of the law, internal procedures or ethical standards in accordance with the ”Whistleblowing Policy”. Reports can be made both anonymously and openly using the KLAKSON application, the helpline, email addresses and traditional mail. Details of this process are described in the ”Our employees” section. In addition, based on the provisions of the ”Internal reporting procedure (whistleblower protection)”, both employees and other persons who are bound to the Bank by their employment context can report violations of the law as defined in the Whistleblower Protection Act, via email address, traditional mail or during a meeting.
  • Reports are handled in accordance with the ”Whistleblowing Policy” and the ”Internal Reporting Procedure (Whistleblower Protection)”, the provisions of which set forth principles for preventing conflicts of interest at the stage of clarifying reported cases, maintaining confidentiality and anonymity, non-retaliation, and regular audits of the functioning of the whistleblowing model.
  • Individual customers can report complaints, remarks and problems in accordance with the ”Consumer Protection Policy”: online (via the e-banking system or mobile app, as well as using the online form), by phone, in person at any branch or partner branch and by letter. Deaf people can also use the option of video chat with the help of a sign language interpreter. For more on this, please see the ”Our customers” section.
  • Other stakeholders can use the dedicated email address, make comments and suggestions by letter or phone, or in person at any branch or partner facility. For more on this topic, see the section ”Affected communities”.
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  • Number of reports of irregularities and/or issues for clarification to the, ,ethics mailbox’ and helplineOwn indicator
    Number of reports of irregularities and/or issues for clarification to the, ,ethics mailbox’ and helpline

In 2024, we received 165 reports via whistleblowing channels (including ethics and ”whistleblower” mail boxes, by letter, through the app,  and a helpline).

At the Bank, as authorised by the Bank’s Management Board, the Chief Compliance Officer is responsible for the operation of the whistleblowing procedures, and designated employees of the compliance function are authorised to receive and follow up on reports, as well as perform quarterly reporting of the results of investigations carried out to the Management Board.

The member of the Management Board who manages the Compliance and Anti-Financial Crime Division shall provide updates to the President of the Management Board and the Supervisory Board at least once every six months of material reports from whistleblowing channels. Material reports are understood to include, among other things matters:

  • concerning specific individuals in the Bank,
  • concerning persistent, repeated or major irregularities in the application of procedures or in the execution of processes, which may pose a risk of criminal, civil or administrative liability of the Bank or expose the Bank to regulatory sanctions,
  • which contain information causing a high reputational risk for the Bank, the Group or the Banco Santander Group.

The Supervisory Board assesses the adequacy and effectiveness of the procedures as required, but at least once a year.

The whistleblowing system in Group companies also operates in accordance with the ”Whistleblowing Policy” The companies have adapted this system to the specific nature of their business and structure. They provide a variety of channels, such as applications, dedicated mailboxes, helplines or traditional mail. All Group companies provide the opportunity to report violations anonymously and openly, they also apply measures to protect whistleblowers from retaliation, maintain registers of reports, and communicate the results of investigations to management or supervisory bodies.

In 2024, educational efforts were continued to prepare employees to report workplace violations and preventive measures such as:

  • A communication campaign, promoting ethical attitudes, a 'Speak Up’ culture and how to report violations and irregularities,
  • Educational activities by the Office of Ethics and Relationships for managers including meetings, articles and educational materials, aimed at sharing lessons learned from employee relations reports.
  • A series of articles and webinars on labour relations violations for employees,
  • Meetings held by the Director of the Ethics and Relations Office with members of the Management Board to discuss the conclusions and recommendations developed based on staff reports on workplace relations.