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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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The current Charter of ING Bank Śląski S.A. is available on the website.

Rules of amending the Charter

An amendment to the Bank Charter requires resolution of the General Meeting as well as registration in the entrepreneurs register of the National Court Register (KRS). Any amendment to the Charter within the scope stipulated in Article 34.2 of the Banking Law Act requires approval of the Polish Financial Supervision Authority.

An amendment to the Bank Charter as for change of the business objects of the Bank does not require buyout of shares from those shareholders who do not approve such an amendment, provided that the resolution of the General Meeting concerning such an amendment was adopted by a two-third majority of votes in the presence of individuals representing at least a half of share capital.

Charter amendments in 2017

As far as the Bank business is concerned, due to legislative amendments, the earlier certification services within the meaning of the electronic signature laws were replaced with the services of trust and issue of electronic identification within the meaning of the trust services laws.

As far as the share capital regulations are concerned, the so-called authorised capital institution was introduced as provided for by the Commercial Companies and Partnerships Code. Pursuant thereto, the Bank Management Board was authorised to increase the share capital by the amount of up to PLN 26 million until 21 April 2020 on the proviso that the said increase cannot be financed from the Bank’s own funds. Neither can preferred stock be issued nor personal entitlements be vested in a specific shareholder therefor. Further, upon the Supervisory Board’s approval, the Management Board was authorised to deprive shareholders of pre-emptive rights under the issue of authorised capital shares. Issue pricing will have to be approved by the Supervisory Board too.

The Charter was expanded with the provisions concerning the Supervisory Board Risk Committee that supports the Supervisory Board in monitoring and supervising the risk management process, and also the internal capital assessment, capital management and planning processes, plus the model risk and the capital adequacy area.

Further, the rule earlier adopted by the Bank, whereunder the independence criteria should be met by at least two Audit Committee members and the majority of the members of the Remuneration and Nomination Committee, the Committee Chairman included, was mirrored in the Charter.

In keeping with the applicable banking law, the Charter was also amended in the context of the description of the internal control system of the Bank which covers the control function, the compliance unit and the independent internal audit unit.

The category of Bank’s own funds was regulated anew. They encompass: paid up and registered share capital, supplementary capital, reserve capital, general bank risk fund, revaluation fund and retained earnings.

Furthermore, an array of other amendments was made, whereby the provisions of the Charter were specified in more detail or tailored to the applicable banking law.

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