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For the second time now, the ING Bank Śląski S.A. Group has compiled the annual report in line with the best global practices of integrated reporting. To help readers use the interactive tools, we prepared a user guide with key features. We encourage you to watch a short animated video before reading the report.

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Supervisory Board composition

The Supervisory Board consists of 5 to 11 Members appointed by the General Meeting for a 5-year term of office. The General Meeting determines the number of the Supervisory Board Members for a given term of office. The Members of the Supervisory Board may be dismissed at any time with the resolution of the General Meeting.

Independent Members are included in the Bank Supervisory Board composition pursuant to the Principles of Corporate Governance. In line with the Charter, at least two Members of the Supervisory Board should have no ties with the Bank, its shareholders or employees, if such relations could have a significant impact on the ability of such Member to take impartial decisions (Independent Members). The minimum number of Independent Members of the Supervisory Board as well as detailed criteria of independence result from the Code of Best Practice for WSE Listed Companies adopted by the Bank and are specified in detail in the Bylaw of the Supervisory Board.

Throughout 2017, there were the following changes to the composition of the Supervisory Board of ING Bank Śląski S.A.:

  • On 15 March 2017, Mr Roland Boekhout tendered his resignation from the capacity as the Supervisory Board Member.
  • On 21 April 2017, the Ordinary General Meeting appointed Mr Norman Tambach as Member of the Supervisory Board.

Supervisory Board members

Members as at
31 December 2017
Function on the Bank Supervisory Board Audit Committee Remuneration
and Nomination Committee
Risk Committee
Mr Antoni F. Reczek Chairman, Independent Member  
Ms Małgorzata Kołakowska Deputy Chairperson    
Mr Aleksander Galos Secretary, Independent Member    
Mr Ad Kas Member  
Mr Aleksander Kutela Independent Member    
Mr Christopher Steane Member  
Mr Norman Tambach Member    

 

 Chairman   Member

The qualifications of the Supervisory Board Members of ING Bank Śląski S.A. are presented on the Bank’s website.

In 2017, in keeping with the Bank’s Policy for the Assessment of the Suitability of the Members of the Supervisory Board, Management Board and Key Function Holders at ING Bank Śląski S.A., the Suitability Assessment of the Supervisory Board Members was conducted. The said assessment was perfomed by an independent third party, Ernst & Young Doradztwo Podatkowe Spółka z o.o. It confirmed that the Supervisory Board Members have the relevant knowledge, skills and experience to perform the functions of the Supervisory Board Members, warrant due performance of such duties and meet other requirements set out in Article 22aa of the Banking Law Act, and thus fulfil the suitability criteria set out in the Policy. At the same time, the Remuneration and Nomination Committee stated that the competences of the individual members of the Supervisory Board are complementary and allow for ensuring adequate level of collective performance of supervision duties in respect of all the business areas of the Bank. Given the above, the Remuneration and Nomination Committee recommended that the subsequent General Meeting pass the resolution stating that the ING Bank Śląski S.A. Supervisory Board Members satisfy the requirements of Article 22aa of the Banking Law Act.

Rights and duties of the Supervisory Board

The primary mission of the Supervisory Board is to perform the supervisory function – the Supervisory Board conduct ongoing oversight of the Bank operations in all areas. Special powers and duties of the Supervisory Board include assessment of the report on the Bank operations and financial statements for the previous financial year, motions of the Bank Management Board regarding profit distribution or loss coverage as well as submitting the annual written report on the results of the said assessment to the General Meeting.

Apart from the aforementioned powers and duties, the Supervisory Board passes resolutions on the matters specified in the Bank Charter.

The resolutions of the Supervisory Board are passed with the absolute majority of votes, whereas in case of a tie, the Chairman of the Supervisory Board has the casting vote.

The resolutions of the Supervisory Board may be passed, if more than a half of the Supervisory Board Members are present at the meeting, including their Chairman or Deputy Chairman, to which all Supervisory Board Members have been invited.

The meetings of the Supervisory Board take place at least 5 times a year.

In the cases stipulated in the Charter and the Bylaw of the Supervisory Board, the resolutions of the Supervisory Board may be passed without holding a meeting, using the written mode or by means of remote communication.

Detailed principles of the operations of the Supervisory Board are determined in the Bank Charter and the Supervisory Board Bylaw approved by the Supervisory Board.

The Supervisory Board appoints members of the Audit Committee, Remuneration and Nomination Committee and Risk Committee out of their members to support the Supervisory Board in performing their duties.

The Audit Committee supports the Supervisory Board in the monitoring of and supervision over the financial reporting, the internal and external audits and management system at the Bank and its subsidiaries. In particular, this covers the adequacy and effectiveness of the internal control system and the system of risk management and the relations between the Bank and the entity auditing the Bank’s financial statements.

The operations of the Audit Committee are described in more detail in the Bylaw of the Audit Committee of the Supervisory Board of ING Bank Śląski S.A. passed by the Supervisory Board.

In line with the Bylaw, the Audit Committee consists of at least 3 Members of the Supervisory Board, including at least two Independent Members. At least one Independent Member should have qualifications and experience in accounting or financial audit. Currently, there are two Independent Members of the Supervisory Board in the Audit Committee, which fulfils the requirements of the Principles of Corporate Governance for Supervised Institutions.

The Audit Committee meets at least once per quarter. While performing their tasks, the Audit Committee may avail themselves of experts’ assistance.

The composition of the Audit Committee changed in 2017. On 6 October, the Supervisory Board recalled Mr Ad Kas from the Committee and appointed Mr Aleksander Kutela and Mr Norman Tombach as the Committee members.

The Remuneration and Nomination Committee support the Supervisory Board in the area of monitoring and supervision over the Bank’s HR and payroll area, including in particular succession plans, the process of employee turnover, measuring the Bank employees’ satisfaction and policy of remuneration and bonus award system, inclusive of the variable remuneration policy.

The operations of the Remuneration and Nomination Committee are described in detail in the Bylaw of the Supervisory Board Remuneration and Nomination Committee of ING Bank Śląski S.A. passed by the Supervisory Board.

The Remuneration and Nomination Committee consists of at least 3 Members of the Supervisory Board. The majority of the Remuneration and Nomination Committee members, including the Chairperson, should meet the independence criteria of the Independent Members of the Supervisory Board. Currently two Independent Members of the Supervisory Board are also the Committee Members.

The Remuneration and Nomination Committee meets at least once per quarter. While performing their tasks, the Committee may avail themselves of experts’ assistance. A Risk Committee representative has a standing invitation to attend the meetings of the Remuneration and Nomination Committee.

The Risk Committee supports the Supervisory Board in monitoring and supervising the risk management process, including operational risk, credit risk and market risk, as well as in the internal capital assessment, capital management and planning processes, as well as the model risk management and the capital adequacy area.

The operations of the Risk Committee are described in detail in the Bylaw of the Supervisory Board Risk Committee of ING Bank Śląski S.A. passed by the Supervisory Board.

According to the Bylaw, the Risk Committee consists of at least 3 Members of the Supervisory Board.

The Risk Committee meets at least once per quarter. While performing their tasks, the Committee may avail themselves of experts’ assistance. The Audit Committee Chairman and the Remuneration and Nomination Committee representative have a standing invitation to attend the meetings of the Risk Committee.

The following changes took place in 2017 on the Risk Committee:

  • On 15 March 2017, the Supervisory Board accepted Mr Roland Boekhout’s resignation from his function as a Member of the Supervisory Board and Member of the Risk Committee;
  • On 21 April 2017, the Supervisory Board appointed Mr Norman Tambach as Member of the Committee.

The Audit Committee supports the Supervisory Board in the monitoring of and supervision over the financial reporting, the internal and external audits and management system at the Bank and its subsidiaries. In particular, this covers the adequacy and effectiveness of the internal control system and the system of risk management and the relations between the Bank and the entity auditing the Bank’s financial statements.

The operations of the Audit Committee are described in more detail in the Bylaw of the Audit Committee of the Supervisory Board of ING Bank Śląski S.A. passed by the Supervisory Board.

In line with the Bylaw, the Audit Committee consists of at least 3 Members of the Supervisory Board, including at least two Independent Members. At least one Independent Member should have qualifications and experience in accounting or financial audit. Currently, there are two Independent Members of the Supervisory Board in the Audit Committee, which fulfils the requirements of the Principles of Corporate Governance for Supervised Institutions.

The Audit Committee meets at least once per quarter. While performing their tasks, the Audit Committee may avail themselves of experts’ assistance.

The composition of the Audit Committee changed in 2017. On 6 October, the Supervisory Board recalled Mr Ad Kas from the Committee and appointed Mr Aleksander Kutela and Mr Norman Tombach as the Committee members.

The Remuneration and Nomination Committee support the Supervisory Board in the area of monitoring and supervision over the Bank’s HR and payroll area, including in particular succession plans, the process of employee turnover, measuring the Bank employees’ satisfaction and policy of remuneration and bonus award system, inclusive of the variable remuneration policy.

The operations of the Remuneration and Nomination Committee are described in detail in the Bylaw of the Supervisory Board Remuneration and Nomination Committee of ING Bank Śląski S.A. passed by the Supervisory Board.

The Remuneration and Nomination Committee consists of at least 3 Members of the Supervisory Board. The majority of the Remuneration and Nomination Committee members, including the Chairperson, should meet the independence criteria of the Independent Members of the Supervisory Board. Currently two Independent Members of the Supervisory Board are also the Committee Members.

The Remuneration and Nomination Committee meets at least once per quarter. While performing their tasks, the Committee may avail themselves of experts’ assistance. A Risk Committee representative has a standing invitation to attend the meetings of the Remuneration and Nomination Committee.

The Risk Committee supports the Supervisory Board in monitoring and supervising the risk management process, including operational risk, credit risk and market risk, as well as in the internal capital assessment, capital management and planning processes, as well as the model risk management and the capital adequacy area.

The operations of the Risk Committee are described in detail in the Bylaw of the Supervisory Board Risk Committee of ING Bank Śląski S.A. passed by the Supervisory Board.

According to the Bylaw, the Risk Committee consists of at least 3 Members of the Supervisory Board.

The Risk Committee meets at least once per quarter. While performing their tasks, the Committee may avail themselves of experts’ assistance. The Audit Committee Chairman and the Remuneration and Nomination Committee representative have a standing invitation to attend the meetings of the Risk Committee.

The following changes took place in 2017 on the Risk Committee:

  • On 15 March 2017, the Supervisory Board accepted Mr Roland Boekhout’s resignation from his function as a Member of the Supervisory Board and Member of the Risk Committee;
  • On 21 April 2017, the Supervisory Board appointed Mr Norman Tambach as Member of the Committee.

Remuneration of Supervisory Board Members

In 2017, total remuneration (defined as for the Management Board Members) due and paid out by the Bank to the Supervisory Board Members reached PLN 702.0 thousand, while in 2016 it was 645.4 thousand.

kantor  Change currency: PLNEURUSD

 

Name and surname From – to Remuneration and awards1 Other benefits Total
Aleksander Galos 01.01.2017 – 31.12.2017 200.4 0.0 200.4
Aleksander Kutela 01.01.2017 – 31.12.2017 177.6 0.0 177.6
Antoni Reczek 01.01.2017 – 31.12.2017 323.9 0.0 323.9
Małgorzata Kołakowska 01.01.2017 – 31.12.2017 0.0 0.0 0.0
Roland Boekhout 01.01.2017 – 15.03.2017 0.0 0.0 0.0
Christopher Steane 01.01.2017 – 31.12.2017 0.0 0.0 0.0
Ad Kas 01.01.2017 – 31.12.2017 0.0 0.0 0.0
Norman Tambach 21.04.2017 – 31.12.2017 0.0 0.0 0.0
Total   702.0 0.0 645.4

1Remuneration and awards include the return of the Social Insurance Institution contributions due to exceeding the annual basis of contribution rates for retirement and disability pension insurance in keeping with the Social Insurance Institution decision.

 

Name and surname From – to Remuneration and awards1 Other benefits Total
Aleksander Galos 01.01.2017-31.12.2017 47.2 0.0 47.2
Aleksander Kutela 01.01.2017-31.12.2017 41.8 0.0 41.8
Antoni Reczek 01.01.2017-31.12.2017 76.3 0.0 76.3
Małgorzata Kołakowska 01.01.2017-31.12.2017 0.0 0.0 0.0
Roland Boekhout 01.01.2017-15.03.2017 0.0 0.0 0.0
Christopher Steane 01.01.2017-31.12.2017 0.0 0.0 0.0
Ad Kas 01.01.2017-31.12.2017 0.0 0.0 0.0
Norman Tambach 21.04.2017-31.12.2017 0.0 0.0 0.0
Total   165.4 0.0 152.0

1Remuneration and awards include the return of the Social Insurance Institution contributions due to exceeding the annual basis of contribution rates for retirement and disability pension insurance in keeping with the Social Insurance Institution decision.

 

Name and surname From – to Remuneration and awards1 Other benefits Total
Aleksander Galos 01.01.2017-31.12.2017 53.5 0.0 53.5
Aleksander Kutela 01.01.2017-31.12.2017 47.4 0.0 47.4
Antoni Reczek 01.01.2017-31.12.2017 86.5 0.0 86.5
Małgorzata Kołakowska 01.01.2017-31.12.2017 0.0 0.0 0.0
Roland Boekhout 01.01.2017-15.03.2017 0.0 0.0 0.0
Christopher Steane 01.01.2017-31.12.2017 0.0 0.0 0.0
Ad Kas 01.01.2017-31.12.2017 0.0 0.0 0.0
Norman Tambach 21.04.2017-31.12.2017 0.0 0.0 0.0
Total   187.5 0.0 172.4

1Remuneration and awards include the return of the Social Insurance Institution contributions due to exceeding the annual basis of contribution rates for retirement and disability pension insurance in keeping with the Social Insurance Institution decision.

 

kantor  Change currency: PLNEURUSD

 

Name and surname From – to Remuneration and awards1 Other benefits Total
Brunon Bartkiewicz 01.01.2016 – 04.03.2016 0.0 0.0 0.0
Małgorzata Kołakowska 01.04.2016 – 31.12.2016 0.0 0.0 0.0
Roland Boekhout 01.01.2016 – 31.12.2016 0.0 0.0 0.0
Christopher Steane 31.03.2016 – 31.12.2016 0.0 0.0 0.0
Ad Kas 01.01.2016 – 31.12.2016 0.0 0.0 0.0
Diederik van Wassenaer 01.01.2016 – 31.03.2016 0.0 0.0 0.0
Aleksander Galos 01.01.2016 – 31.12.2016 172.6 0.0 172.6
Aleksander Kutela 01.01.2016 – 31.12.2016 171.2 0.0 171.2
Antoni Reczek 01.01.2016 – 31.12.2016 301.6 0.0 301.6
Total   645.4 0.0 645.4

1Remuneration and awards include the return of the Social Insurance Institution contributions due to exceeding the annual basis of contribution rates for retirement and disability pension insurance in keeping with the Social Insurance Institution decision.

 

Name and surname From – to Remuneration and awards1 Other benefits Total
Brunon Bartkiewicz 01.01.2016-04.03.2016 0.0 0.0 0.0
Małgorzata Kołakowska 01.04.2016-31.12.2016 0.0 0.0 0.0
Roland Boekhout 01.01.2016-31.12.2016 0.0 0.0 0.0
Christopher Steane 31.03.2016-31.12.2016 0.0 0.0 0.0
Ad Kas 01.01.2016-31.12.2016 0.0 0.0 0.0
Diederik van Wassenaer 01.01.2016-31.03.2016 0.0 0.0 0.0
Aleksander Galos 01.01.2016-31.12.2016 39.4 0.0 39.4
Aleksander Kutela 01.01.2016-31.12.2016 39.1 0.0 39.1
Antoni Reczek 01.01.2016-31.12.2016 68.9 0.0 68.9
Total   147.5 0.0 147.5

1Remuneration and awards include the return of the Social Insurance Institution contributions due to exceeding the annual basis of contribution rates for retirement and disability pension insurance in keeping with the Social Insurance Institution decision.

 

Name and surname From – to Remuneration and awards1 Other benefits Total
Brunon Bartkiewicz 01.01.2016-04.03.2016 0.0 0.0 0.0
Małgorzata Kołakowska 01.04.2016-31.12.2016 0.0 0.0 0.0
Roland Boekhout 01.01.2016-31.12.2016 0.0 0.0 0.0
Christopher Steane 31.03.2016-31.12.2016 0.0 0.0 0.0
Ad Kas 01.01.2016-31.12.2016 0.0 0.0 0.0
Diederik van Wassenaer 01.01.2016-31.03.2016 0.0 0.0 0.0
Aleksander Galos 01.01.2016-31.12.2016 43.5 0.0 43.5
Aleksander Kutela 01.01.2016-31.12.2016 43.1 0.0 43.1
Antoni Reczek 01.01.2016-31.12.2016 76.0 0.0 76.0
Total   162.7 0.0 162.7

1Remuneration and awards include the return of the Social Insurance Institution contributions due to exceeding the annual basis of contribution rates for retirement and disability pension insurance in keeping with the Social Insurance Institution decision.

As at 2017 yearend, no Member of the Bank Management Board or Supervisory Board held any shares of ING Bank Śląski S.A. or of any related company.

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