Information provided to and sustainability matters addressed by the Management Board and the Supervisory Board (GOV‑2)

This includes, among other responsibilities, managing climate-related risks and including in the Group’s ambition to seek Net Zero by the Santander Banco Group by 2050. Both governing bodies approve key policies and the internal control system and participate in reviews and acceptance of risks. The Management Board and the Supervisory Board are periodically presented with reports on the implementation of the strategy (quarterly reports and annual report), including the ESG objectives under the Total Responsibility strategic direction.

The Supervisory Board exercises continuous oversight of the Bank’s activities, exercises the powers provided for in the Commercial Companies Code and the Bank’s Articles of Association, and approves the annual and long-term development plans, financial plans, operational strategies, and the principles of prudent and stable management of the Bank, as developed by the Management Board. In accordance with its regulations, the Supervisory Board oversees the process of developing, implementing, and executing the responsible banking programme, as well as compliance with regulatory requirements related to the ESG area. From 2024, the competencies of the Supervisory Board’s Committees, namely the Risk Committee and the Audit and Compliance Committee, have been expanded. It has been established that ESG risks will also be taken into account when verifying the risk profile of the Group, as well as during the review and recommendation to the Supervisory Board for approval of policies related to the general risk management framework applicable within the organisation. The Audit and Compliance Committee will review the Sustainability Statement and the ESG ratings awarded to the Bank and the Group.

The procedures for appointing and dismissing Members of the Management Board of Santander Bank Polska S.A. comply, among others, with:

• Commercial Companies Code,
• Banking Law,
• Statutes 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 (hereinafter: PFSA). Members of the Management Board may be dismissed by the Supervisory Board or the General Meeting at any time. The term of office for the Management Board and the Supervisory Board is three years. Members of the Supervisory Board, including the Chairman are elected and dismissed by the General Meeting of Shareholders.

As part of the process of appointing a Management Board Member, a suitability assessment is conducted in accordance with legal regulations, the Policy for the Selection and Suitability Assessment of Members of the Management Board and Key Function Holders at Santander Bank Polska S.A., and the Methodology for the Suitability Assessment of Members of Governing Bodies of Supervised Entities, published by the PFSA.

The Management Board and the Supervisory Board are appointed with consideration of criteria ensuring the versatility and diversity of these bodies. Each Member of the Management Board undergoes an individual, independent suitability assessment, while the Management Board as a whole is subject to a collective, independent suitability assessment. These assessments are conducted at least once a year and in situations specified in the Policy, such as a change in the composition of the Management Board or a significant change in the scope of responsibilities of individual Members. If a person is deemed unsuitable to perform the role of a Management Board Member, they immediately cease to hold their position.

The Supervisory Board monitors the effectiveness of the Management Board and its members. The process of assessing the qualifications of Management Board Members and other key function holders at the Bank is carried out by the Nomination Committee and the Remuneration Committee of the Supervisory Board. The Supervisory Board evaluates the Management Board at least once a year. The Supervisory Board consists of five members who meet the independence criteria (50% of its composition). The work of the Supervisory Board is evaluated by the General Meeting, i.e., the Bank’s shareholders. Once every three years, the assessment is conducted by an independent external entity and approved by the General Meeting of Shareholders.

The most important committee responsible for managing sustainability and ESG matters at the Bank is the ESG Committee (by resolution of the Management Board dated 27 June 2024, the Responsible Banking and Corporate Culture Committee was renamed the ESG Committee). Its tasks include supporting the Management Board in fulfilling its management responsibilities concerning strategic sustainability activities within the Bank. The committee sets the direction for strategic actions and establishes and monitors sustainability goals across all areas of the Bank’s operations. The Chairman of this committee is the President of the Management Board.

The tasks of the ESG Forum include: analysing challenges, opportunities, and risks associated with the EU Sustainable Finance agenda, planning and coordinating ESG activities, regularly reporting to the ESG Committee and the Bank’s Management Board (at least four times a year). The Forum also monitors progress in the implementation of ESG strategic actions by the Bank’s subsidiaries. The members of the ESG Forum include senior management representatives from all divisions and areas, as well as from Santander Leasing.

All of the above committees – within the scope of their responsibilities – are tasked with making decisions and overseeing the management of the organisation’s impact on the economy, the environment and people. From 2024, the competencies of the Supervisory Board Committees have been expanded. It has been established that the ESG risks are also taken into account when verifying the risk profile of the Group, as well as during the review and recommendation to the Supervisory Board for the approval of policies related to the general risk management framework in the organisation (Risk Committee) and indicated that the Audit and Compliance Committee approves the sustainability statement.

Detailed information about the Bank’s corporate governance, the nomination process, and the independence criteria for Members of the Bank’s governing bodies can be found in the Statement on Corporate Governance of the Bank for 2024, the Statutes, and the Rules of the Supervisory Board of Santander Bank Polska S.A. Additional information on the division of responsibilities, key competencies, fulfilment of independen crecriteria, and the term of office of the Supervisory Board Members is available on the Bank’s website in the ”Investor Relations” section.