Corporate Governance

Adoption of Best Practices by the General Meeting

Bank Zachodni WBK S.A. advises that on 20 April 2016 the General Meeting adopted the “2016 Code of Best Practice for WSE Listed Companies” issued by the Warsaw Stock Exchange, as approved for application by the Management Board and the Supervisory Board of Bank Zachodni WBK S.A.

Assessment of compliance with the Corporate Governance principles

Bank Zachodni WBK S.A. advises that the bank's compliance with the Corporate Governance principles has been assessed positively. A full text of the principles is contained in the Supervisory Board's Report for 2015, presented to the General Meeting held on 20 April.

 

Adoption of the ”Principles of Corporate Governance” by the Annual General Meeting

Bank Zachodni WBK hereby informs that at the Annual General Meeting held on 23 April 2015 the ”Principles of Corporate Governance for Supervised Entities” issued by Financial Supervision Authority (KNF) on 22 July 2014 were adopted in the wording accepted by the Management Board and Supervisory Board of Bank Zachodni WBK.

Corporate Governance

The documents below contain Best Practices in Public Companies applied by Bank Zachodni WBK S.A. Best practices constitute a set of detailed rules of conduct addressed both to authorities of companies and members of such authorities, as well as to shareholders.

 

Document Link
Corporate Governance 2014 r. PDF, 299 KB
Corporate Governance 2013 r. PDF, 292 KB
Corporate Governance 2012 r. PDF, 221 KB
Corporate Governance 2011 r. PDF, 227 KB
Corporate Governance 2010 r. PDF, 145 KB
Corporate Governance 2009 r. PDF, 105 KB
Corporate Governance 2008 r. PDF, 65 KB
Corporate Governance 2007 r. PDF, 88 KB
Resolution no. 9/2013 PDF, 14,6 KB
Resolution no. 9/2013 - Code of Best Practice PDF, 47,7 KB
Resolution no. 142/2011 PDF, 14 KB
Resolution no. 142/2011 - Code of Best Practice PDF, 37,6 KB
Resolution no. 64/2010 PDF, 23 KB
Resolution no. 64/2010 - Code of Best Practice PDF, 78 KB
Resolution no. 87/2007 PDF, 24 KB
Resolution no. 87/2007 - Code of Best Practice PDF, 60 KB
Best Practices Link
Statement on compliance with corporate governance principles
(Report no. 34/2007)
Link
Statement re. observance of corporate governance rules
(Report no. 54/2005)
Link
Statement re. observance of corporate governance rules
(Report no. 15/2005)
Link
 

Information about the application of Best Practice 2016 by Bank Zachodni WBK S.A.

Bank Zachodni WBK S.A. (the “Bank”) hereby advises that the Management Board and the Supervisory Board of the Bank adopted their respective resolutions concerning the adoption of the content included in the Best Practices for the WSE Listed Companies 2016 issued by the Warsaw Stock Exchange by force of the resolution no. 26/1413/2015 of the Warsaw Stock Exchange Supervisory Board on 13 October 2015.

The Bank advises that the agenda of the next AGM of the Bank will contain an item relating to adoption of the recommendations and principles contained in the Best Practices in 2016.

The content of the Best Practice for the WSE Listed Companies 2016 is available at: Dobre Praktyki 2016.

 

Principles of Corporate Governance Rules for Supervised Institutions

Information on application of the “Principles of Corporate Governance Rules for Supervised Institutions” issued by the Polish Financial Supervision Authority of 22 July 2014

Bank Zachodni WBK S.A. (the “Bank”) hereby advises that its Management Board and the Supervisory Board have adopted their respective resolutions on full application, effective from 1 January 2015, of the Principles of Corporate Governance Rules for Supervised Institutions issued by the Polish Financial Supervision Authority (KNF) on 22 July 2014 (the “Principles”). By adopting the Principles, the Bank subscribed to the overarching idea of the Rules expressed by KNF, i.e. to ensure common corporate governance standards for all the supervised institutions, and to ensure adherence to the rights and obligations prescribed by law and the principle of proportionality arising from the specific nature of the Bank’s operations.

Furthermore, the Bank advises that the agenda of the next AGM of the Bank will contain an item relating to adoption of the Principles.

The text of the Principles is published on the Polish Financial Supervision Authority website https://www.knf.gov.pl/Images/Kanon%20%C5%82adu%20korporacyjnego%20wersja_tcm75-36761.pdf

 

Diversity best practices

Bank Zachodni WBK cares about equal treatment of employees, ensuring non-discrimination on the grounds of sex, age, disability, race, religion, nationality, political beliefs, trade union membership, ethnic origin, creed and sexual orientation.

The Bank has used best practices promoting diversity for many years now and it is in the process of designing a complex diversity policy. Aspects such as respect for individuality, promotion of equal treatment and prevention of discrimination have been addressed by many existing policies and procedures and, most importantly, have been an element of the employee lifecycle within our organization. The Bank adheres to the principles of equal treatment at all stages of employees’ careers within the organization, starting from recruitment and start of employment, through their time within the organization (employment terms, access to training and professional development initiatives, promotions) to the termination of their employment with the organization.

Respect for diversity is also ensured among the Bank’s Management Board members and senior managers. They include people of different sex, age, experience and educational background.

Sex Women Men
Management Board 1 9
Senior managers 6 22

 

Wiek 30-40 years 41-50 years 51-60 years above 60 years
Management Board 1 6 3 0
Senior managers 8 15 5 0

 

Staż do 5 years 5-10 years 10-15 years 15-20 years 20-25 years above 25 years
Management Board 2 1 1 1 5 0
Senior managers 1 4 4 9 9 1
 

The share of women in management

IInformation concerning the presence of women in board of directors in BZWBK S.A.

Bank Zachodni WBK S.A. makes every effort to ensure a balanced share of males and females in the managerial cadre. As of 1st October 2015, two women are in Supervisory Board, in Management Board – one.

 

Information about the projected costs of incentive scheme V

The cost of Scheme V totals PLN 57m. The cost has been estimated based on the original number of participants and the original valuation of the benefits for the participants. The costs will be spread over the period of 3 years of the scheme functioning. The actual level of costs in a given reporting period will depend on the level of participants and assessment of progress against the assumptions underlying the scheme’s regulations.

Scheme V was adopted by way of resolution of the Extraordinary General Meeting on 30.06.2014.

 

Information about the rules of changing the entity authorized to examine financial statements

There is a policy on appointing auditor adopted in the Bank by way of resolution of the Supervisory Board. It refers to applicable legal regulations and defines the criteria used in the decision-taking process.

 
Santander Bank Polska S.A. with its registered office in Warsaw, al. Jana Pawła II 17, 00-854 Warszawa, registered by the District Court for the capital city of Warsaw, 12th Commercial Division, set up under regulation of the Council of Ministers of 11 April 1988 on setting up Bank Zachodni in Wrocław (Journal of Laws of 1 July 1988, No. 21, item 142), registered under KRS number 0000008723, REGON 930041341, NIP 896 000 56 73, share capital of PLN 1,020,883,050 paid-up in full. Helpline: 1 9999 – fee as per the operator’s tariff.

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