Governance (G)

Our mission is to help people and businesses prosper and our vision is to be the best retail and business bank, enjoying the lasting loyalty of our employees, customers, communities and shareholders.

We are one of the three largest banks in the Polish banking sector and, taking into account our ownership structure, the largest private bank in the country. The scale of our operations is:

• More than 5.695 million customers
• 9 920 employees
• 1 424 ATMs and dual function machines
• 351 branches, outlets and Santander zones (in total)
• 170 partner outlets

The Members of the Management Board manage the Company’s affairs jointly, in particular:

The bank’s ESG area is managed by the Responsible Banking and Corporate Culture Committee. The Committee’s work is chaired by the bank’s CEO.

Our approach to responsible business and sustainability is defined by the Responsible Banking strategy which is an integral part of our overall business strategy.

The objectives set as mandatory targets within the Responsible Banking strategy affect the annual appraisal of all employees. In addition, three of them have an impact on the level of the Board’s bonus pool.

The members of the bank’s Management Board are appointed and dismissed in accordance with the provisions of the Commercial Companies Code and the Banking Law, as well as the provisions of the Bank’s Articles of Association.

Our internal regulation specifying, among other things, the requirements for members of the Management Board is the „Policy for the selection and assessment of the suitability of members of the Management Board and persons holding key positions at Santander Bank Polska S.A.”. According to it, when appointing members of the Management Board and the Supervisory Board, we take into account criteria to ensure the comprehensiveness and diversity of these bodies.  All members of the Management Board are subject to an individual suitability assessment, and the Board as a whole is also subject to a collective suitability assessment.

The Supervisory Board of Santander Bank Polska S.A. exercises continuous supervision over the bank’s activities and may appoint committees and designate persons responsible for managing their work.

The selection of the members of the Management Board and Supervisory Board is governed by the relevant policies.

Not only do we ensure that the members of the Management Board and Supervisory Board are characterised by a broad range of competencies, high professional qualifications, adequate professional experience, skills and good repute, but we also strive to achieve gender balance in the composition of these bodies and to increase diversity in terms of age, education, experience and geographical origin.

For more information on the rules for selecting members of the Management Board and the Supervisory Board, please see the Management Board Report 2022 of Santander Bank Polska S.A. Group.

For details on the bank’s governance structure see our ESG Report

The two main pillars on which we rely while building our responsible bank in line with the Responsible Banking strategy are corporate culture and sustainable finance.

We adapt the Responsible Banking Agenda to the challenges and needs of society in order to help and meet needs in line with the best international standards. This applies in particular to:

• Sustainable Development Goals (SDGs),
• Paris Climate Agreement,
• UNEP FI Principles for Responsible Banking (PRB),
• Net Zero Banking Alliance.

The Bank’s ESG strategy contributes to the achievement of the global goals of the UN’s Agenda 2030. The bank focuses its business activities on those areas where it has a real impact as a financial institution. These are:

The Responsible banking and sustainability policy sets out the Group’s voluntary, general ethical, social and environmental commitments and principles, which go beyond the requirements of the legal framework. It is supplemented by the following additional documents:

• Social, Environmental and Climate Change Risk Management Policy,
• Corporate Volunteering Policy,
• Defence Sector Policy.
• Sensitive sectors financing policy.

We have identified social and environmental risks, including climate risks, associated with the financing of clients’ projects in sensitive sectors. From the point of view of the negative impact of individual risks on social, environmental, labour, respect for human rights and anti-corruption, operational, compliance and reputational risks are of particular importance. The management of socio-environmental risks at our bank has been governed by relevant policies since 2015.

In 2021, we implemented the „Social, environmental and climate change risk management policy”.

We have consistently implemented ESG risk procedures across all business lines and have identified social and environmental risks, including climate risks and those related to financing projects of clients in sensitive sectors.

The results of the ESG Forum’s work are reported periodically to the bank’s Management Board and twice a year to the Responsible Banking and Corporate Culture Committee.

The bank’s Management Board is responsible for overseeing and approving the Responsible Banking Strategy and the integration of ESG criteria into the overall business strategy (in the short, medium and/or long-term perspective) and as part of risk management.

At Santander Bank Polska S.A., issues related to ESG risks are the responsibility of all Management Board Members. The Risk Division acts as the second line of defence in the management of ESG risks.

The following graph shows the Santander Bank Polska S.A.’s units responsible for climate risk management

For more information on the risk management system, see our:

• ESG Report
• Management Board Report on the activities of Santander Bank Polska S.A. in 2022.

Code of Conduct

The Santander Group and the Santander Bank Polska Group have an efficient ethical infrastructure, the cornerstone of which is the „General Code of Conduct” (the Code), which contains ethical standards applicable to all employees and provisions for specific situations.

All units of the Santander Bank Polska Group are responsible for applying the principles of the Code. A special role is assigned to the management of the Compliance and Internal Audit, the Audit and Compliance Committee and the Human Resources which should ensure that the General Code of Conduct is adhered to by the persons subject to the Code.

For more information, see our ESG Report.

Whistleblowing

The General Code of Conduct and the Whistleblowing Policy describe how to report violations of the law and corporate standards.

The procedure ensures the confidentiality and examination of the information provided. It is forbidden to take any repressive measures against whistleblowers or to impose any consequences on them for reporting wrongdoing. Elements of our ethical whistleblowing policy are also found in the 'Respect and Dignity’ policy.

The Santander Bank Polska S.A. Group has a „zero tolerance for corruption” approach. Anti-corruption is one of the elements of the „General Code of Conduct”.

The principles of anti-corruption are specified in our „Anti-Corruption Programme”, the application of which is in line with the Santander Group’s corporate governance principles for compliance, the „General Code of Conduct” and the regulations and local laws in force.

The programme includes anti-corruption provisions and guidelines on:

In 2021, we updated our 'Anti-Corruption Programme’ adding more detail on the whistleblowing channels operating at Santander Bank Polska S.A..

In 2022, we did not record a single case of corruption and there were no legal proceedings regarding corrupt practices against the Bank or its employees.

For more information on prevention, including the training in ethics and anti-corruption, see our ESG Report.

The Bank engages all stakeholders both in the process of tailoring its products and services to the needs of customers and in the creation of the Bank’s strategy, adapting its activities to the needs of the changing market and building an engaging workplace. The stakeholder identification process is based on qualitative analysis, conducted, among other things, for the purpose of non-financial reporting and dialogue sessions which we have been holding since 2014, according to the AA10000SES standard. They allow us to update our stakeholder profile.

Our company is listed on the Warsaw Stock Exchange, which is an important motivation for us to continuously improve our methods of communication with the business environment and society.

Our company’s shares are included in the following indices:

• WIG20
• WIG-Banks
• WIG-ES

Our shareholding structure as at 31 December 2022

We foster relationships with investors and other capital market participants. For more information, see the bank’s Investor Relations service.

For more information on the bank’s approach to stakeholder relations, see our ESG Report

You can find the information about our ESG policies and key regulations in our ESG Report.