The Role of the Management Board and the Supervisory Board (GOV‑1)
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The role of the administrative, supervisory and management bodiesGOV-1The role of the administrative, supervisory and management bodies
Composition of the Management Board
Below is the management structure of the Bank, as the parent company of the Group. Information about the management structure of other companies within the Group is available on their respective websites.
The Bank operates under a dual governance model, in accordance with the Commercial Companies Code, which divides management and supervisory competencies between the Management Board (management body) and the Supervisory Board (supervisory body). The Chairperson of the Supervisory Board is not simultaneously a member of the Management Board.
All members of the Management Board are executive members. All members of the Supervisory Board are non-executive members.
As of 31 December 2024, the Management Board consisted of 10 members, of whom 20% were women. Members of the Management Board did not hold other significant positions that would negatively affect their ability to allocate sufficient time to their duties, as confirmed by the suitability assessment (each member must receive a positive assessment regarding the availability of sufficient time to perform their functions). Employees and other persons employed did not have representation on the Bank’s management or supervisory bodies.
As of 31 December 2024, the Management Board of Santander Bank Polska S.A. consisted of:
President of the Management Board/ Chief Executive Officer of Santander Bank Polska S.A.
Vice President of the Management Board of Santander Bank Polska S.A. in charge of the Risk Management Division and Data and Models Area
Vice President of the Management Board of Santander Bank Polska S.A. in charge of the Corporate and Investment Banking Division and Wealth Management & Insurance Division
Member of the Management Board of Santander Bank Polska S.A. in charge of the Business Partnership Division
Member of the Management Board of Santander Bank Polska S.A. in charge of the Business and Corporate Banking Division
Member of the Management Board of Santander Bank Polska S.A. in charge of the Compliance and FCC Division
Member of the Management Board of Santander Bank Polska S.A. in charge of the Financial Accounting and Control Division
Member of the Management Board of Santander Bank Polska S.A. in charge of the Digital Transformation Division (resigned on 6 November 2024, effective as of 1 January 2025)
Member of the Management Board of Santander Bank Polska S.A. in charge of the Retail Banking Division and branch network
Member of the Management Board of Santander Bank Polska S.A. in charge of the Financial Management Division, Chief Economist
Composition of the Supervisory Board
As of 31 December 2024, the Supervisory Board of the Bank consisted of 10 members, of whom 40% were women. All members of the Supervisory Board are non-executive members, and 5 members (50%) were independent.
Chairman of the Supervisory Board,
he does not meet the independence criteria.
Deputy Chairman of the Supervisory Board
he does not meet the independence criteria.
Member of the Supervisory Board
she meets the independence criteria.
Member of the Supervisory Board,
he does not meet the independence criteria.
Member of the Supervisory Board,
he meets the independence criteria.
Member of the Supervisory Board,
she meets the independence criteria.
Member of the Supervisory Board,
she does not meet the independence criteria.
Marchewka-Bartkowiak
Member of the Supervisory Board,
she meets the independence criteria.
Member of the Supervisory Board,
he meets the independence criteria.
Member of the Supervisory Board,
he does not meet the independence criteria.
Experience and competencies of the Members of the Management Board and Supervisory Board
Detailed information on the experience of the Members of the Management Board and the Supervisory Board of the Bank, including their expertise related to key sectors, products, and the geographic locations in which Group operates, is presented in the Chapter XII ”Statement on corporate governance in 2024”. This information is also available on the Bank’s website.
All Members of the Management Board possess the knowledge, experience, and qualifications necessary to perform their functions effectively. As part of the process for assessing the individual suitability of Supervisory Board members (or candidates) and the collective suitability of the Supervisory Board as a whole (as well as the Management Board and its members), the Bank pays particular attention to expertise and skills related to sustainability. The Bank verifies whether the assessed individuals possess theoretical and practical knowledge, skills, or experience in risk management (identifying, assessing, monitoring, controlling, and mitigating key types of risks, including environmental, governance, and social (ESG) risks and risk factors) and collects relevant declarations. Additionally, the Bank provides Members of the Management Board and Supervisory Board with access to training, conducted by both internal and external experts, to facilitate continuous improvement of competencies in this area.
In 2024, the Bank conducted specialised training sessions on sustainability for Members of the Management Board and Supervisory Board, including:
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Strategy and leadership in ESG: The role and responsibilities of the Management Board and Supervisory Board in the context of regulatory requirements and market expectations. -
Managing ESG risks in the context of supervisory guidelines and disclosure requirements.
The training agenda included information on legal requirements, European regulatory frameworks, greenwashing, decarbonisation, climate-related risks and their impact on the Bank’s activities (including the credit portfolio), methodologies for managing these risks, as well as the risks and opportunities they present. Furthermore, in 2024, Members of the Management Board participated in conferences and events focused on sustainability and ESG. These included, among others:
- Energy transition in the context of artificial intelligence – European Financial Congress
- Banks want to finance the green revolution. But not all projects will qualify – European Financial Congress
- The situation of the banking sector and the challenges of economic development – European Financial Congress
- Technological revolution: A new era of innovation – Impact 2024
- What a modern bank should look like – Banking Forum & Insurance Forum.
The active participation of the Bank’s management staff in events dedicated to sustainability topics and presenting the Bank’s and the Group’s approach to a wide audience fosters the exchange of experiences with leaders and experts in ESG. This, in turn, contributes to expanding the knowledge and awareness of the management team and the entire organisation.
More information about the Bank’s governing bodies and their competencies can be found in Chapter XII ”Statement on corporate governance in 2024”.
