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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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Management Board composition

[G4-34]

The Bank Management Board is composed of 3 to 8 members appointed by the Supervisory Board. The number of the Management Board Members in a given term of office is determined by the Supervisory Board.

The Management Board Members are appointed for a 5-year term of office. In the event of changes to the Management Board composition during the term of office, the mandate of the Management Board Member appointed during the term of office expires upon the termination of the Management Board’s term of office.

At least a half of the Bank Management Board Members have to be Polish citizens.

Two Bank Management Board Members, including the Bank Management Board President and Vice-President in charge of management of the risk material to Bank business, are appointed with the approval of the Polish Financial Supervision Authority. Other Bank Management Board Members are appointed by the Bank Supervisory Board upon consultation with the Bank Management Board President. The Bank Management Board Members may be recalled at any time by the Supervisory Board. The Vice-President of the Bank Management Board may be recalled by the Supervisory Board upon consultation with the Bank Management Board President.

On 21 April 2017, Mr Mirosław Boda tendered his resignation from the capacity of Vice-President of the Management Board, effective as of 31 May 2017.

In consequence of the above resignation, on 21 April 2017 the Supervisory Board appointed Ms Bożena Graczyk to the position of Vice-President of the Management Board, effective as of 1 June 2017.

The qualifications of the individual Bank Management Board Members are presented on ING Bank Śląski S.A. 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 Management Board Members was conducted. In the said Assessment, the Supervisory Board confirmed that the Bank Management Board Members have the relevant knowledge, skills and experience to perform the functions of the Management 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. The competences of the individual members of the Management 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.

Powers of the Bank Management Board

The Bank Management Board manages the Bank and represents it with external matters. Any matters not restricted to the powers of other Bank’s bodies pursuant to the laws or the Bank Charter rest with the Bank Management Board. The Bank Management Board acts collectively with reservation of those matters which in line with the Bank’s internal regulations have been entrusted to individual Bank Management Board Members.

The Bank Management Board formulates the strategy of the Bank’s operations as part of a three-year rolling action plan, to be approved by the Supervisory Board.

The Bank Management Board passes resolutions, provided that the meeting is attended by more than a half of the Members and all Bank Management Board Members were invited. Bank Management Board Resolutions are passed with the absolute majority of votes. In the case of a tie, the Bank Management Board President has the casting vote.

The Bank Management Board Members supervise individual divisions and organisational units in accordance with the segregation of duties defined by the Supervisory Board, at the request of the Bank Management Board President, and bear responsibility for implementation of their missions and core tasks.

Organisation of the Bank Management Board’s work, the scope of matters requiring a resolution of the Bank Management Board and the mode of their operations are defined in the Bylaw of the Bank Management Board passed by the Bank Management Board and approved by the Supervisory Board. Powers of individual Bank Management Board Members are defined in the Bank Organisational Bylaw and the regulations concerning functioning of their areas as enacted by the Bank Management Board.

The Management Board is authorised to increase the share capital by the amount of up to PLN 26 million (i.e. the issue of 26 million shares at maximum) until 21 April 2020 (authorised capital) and to exclude the pre-emptive right for the issue of shares under authorised capital. The Management Board decisions concerning issue price fixing and pre-emptive right exclusion shall be approved by the Supervisory Board.

Scope of Responsibilities of Bank Management Board Members

  • Mr Brunon Bartkiewicz
President of the Bank Management Board in charge of some units reporting directly to the Bank Management Board (including: Management Board Bureau, Press Office, Internal Audit Department, Legal Department, Compliance Department, HR units and Macroeconomic Research Bureau)
  • Mr Michał Bolesławski
Vice-President of the Bank Management Board in charge of the Corporate Clients Business Line and the following subsidiaries: ING Usługi dla Biznesu S.A., ING ABL Polska S.A. (ING Lease (Polska) Sp. z o.o. and ING Commercial Finance Polska S.A.)
  • Ms Joanna Erdman
Vice-President of the Bank Management Board in charge of the Strategic Clients Business Line and the Financial Markets Division and of the following subsidiary – Nowe Usługi S.A.
  • Mr Marcin Giżycki
Vice-President of the Bank Management Board in charge of the Retail Clients Business Line
  • Ms Bożena Graczyk
Vice-President of the Bank Management Board in charge of the Finance Division and Treasury Department
  • Ms  Justyna Kesler
Vice-President of the Bank Management Board in charge of: Operations Division, Services Division and IT Division as well as the Transformation and Change Management Department, IT Security Department and the position of the Bank Management Board Representative for the Environmental Management System plus the subsidiary – Solver Sp. z o.o.
  • Mr Patrick Roesink
Vice-President of the Bank Management Board in charge of the Risk Division, the Model Validation Department, and the Credit Risk Inspection Department
  • Mr Brunon Bartkiewicz
President of the Bank Management Board in charge of some units reporting directly to the Bank Management Board (including: Management Board Bureau, Press Office, Internal Audit Department, Legal Department, Compliance Department, HR units and Macroeconomic Research Bureau)
  • Mr Michał Bolesławski
Vice-President of the Bank Management Board in charge of the Corporate Clients Business Line and the following subsidiaries: ING Usługi dla Biznesu S.A., ING ABL Polska S.A. (ING Lease (Polska) Sp. z o.o. and ING Commercial Finance Polska S.A.)
  • Ms Joanna Erdman
Vice-President of the Bank Management Board in charge of the Strategic Clients Business Line and the Financial Markets Division and of the following subsidiary – Nowe Usługi S.A.
  • Mr Marcin Giżycki
Vice-President of the Bank Management Board in charge of the Retail Clients Business Line
  • Ms Bożena Graczyk
Vice-President of the Bank Management Board in charge of the Finance Division and Treasury Department
  • Ms Justyna Kesler
Vice-President of the Bank Management Board in charge of: The Operations Division, Services Division and IT Division as well as the Transformation and Change Management Department, IT Security Department, Process Control Centre and the position of the Bank Management Board Representative for the Environmental Management System plus the subsidiary – Solver Sp. z o.o.
  • Mr Patrick Roesink
Vice-President of the Bank Management Board in charge of the Risk Division, the Model Validation Department, and the Credit Risk Inspection Department

1Publication of the Management Board report on operations of ING Bank Śląski S.A. Group in 2017 was at 9 March 2018

  • Mr Brunon Bartkiewicz
President of the Bank Management Board in charge of some units reporting directly to the Bank Management Board (including: Management Board Bureau, Press Office, Internal Audit Department, Legal Department, Compliance Department, HR units and Macroeconomic Research Bureau)
  • Mr Michał Bolesławski
Vice-President of the Bank Management Board in charge of the Corporate Clients Business Line and the following subsidiaries: ING Usługi dla Biznesu S.A., ING ABL Polska S.A. (ING Lease (Polska) Sp. z o.o. and ING Commercial Finance Polska S.A.)
  • Ms Joanna Erdman
Vice-President of the Bank Management Board in charge of the Strategic Clients Business Line and the Financial Markets Division and of the following subsidiary – Nowe Usługi S.A.
  • Mr Marcin Giżycki
Vice-President of the Bank Management Board in charge of the Retail Clients Business Line
  • Ms Bożena Graczyk
Vice-President of the Bank Management Board in charge of the Finance Division and Treasury Department
  • Ms  Justyna Kesler
Vice-President of the Bank Management Board in charge of: Operations Division, Services Division and IT Division as well as the Transformation and Change Management Department, IT Security Department and the position of the Bank Management Board Representative for the Environmental Management System plus the subsidiary – Solver Sp. z o.o.
  • Mr Patrick Roesink
Vice-President of the Bank Management Board in charge of the Risk Division, the Model Validation Department, and the Credit Risk Inspection Department
  • Mr Brunon Bartkiewicz
President of the Bank Management Board in charge of some units reporting directly to the Bank Management Board (including: Management Board Bureau, Press Office, Internal Audit Department, Legal Department, Compliance Department, HR units and Macroeconomic Research Bureau)
  • Mr Michał Bolesławski
Vice-President of the Bank Management Board in charge of the Corporate Clients Business Line and the following subsidiaries: ING Usługi dla Biznesu S.A., ING ABL Polska S.A. (ING Lease (Polska) Sp. z o.o. and ING Commercial Finance Polska S.A.)
  • Ms Joanna Erdman
Vice-President of the Bank Management Board in charge of the Strategic Clients Business Line and the Financial Markets Division and of the following subsidiary – Nowe Usługi S.A.
  • Mr Marcin Giżycki
Vice-President of the Bank Management Board in charge of the Retail Clients Business Line
  • Ms Bożena Graczyk
Vice-President of the Bank Management Board in charge of the Finance Division and Treasury Department
  • Ms Justyna Kesler
Vice-President of the Bank Management Board in charge of: The Operations Division, Services Division and IT Division as well as the Transformation and Change Management Department, IT Security Department, Process Control Centre and the position of the Bank Management Board Representative for the Environmental Management System plus the subsidiary – Solver Sp. z o.o.
  • Mr Patrick Roesink
Vice-President of the Bank Management Board in charge of the Risk Division, the Model Validation Department, and the Credit Risk Inspection Department

1Publication of the Management Board report on operations of ING Bank Śląski S.A. Group in 2017 was at 9 March 2018

The rules of the Management Board Members remuneration

In line with the Executive Compensation Bylaw for Members of the Management Board of ING Bank Śląski S.A. which follows the Variable Remuneration Policy of Persons Holding Managerial Positions Having Material Impact on the Risk Profile of ING Bank Śląski S.A., the remuneration of a Bank Management Board Member is composed of:

  • fixed remuneration composed of base remuneration as well as fringe benefits, and
  • variable remuneration, i.e. annual bonus.

Base remuneration is determined by benchmarking it to the market, in accordance with the salary grade under the Hay job valuation methodology.

The Bank provides the Bank Management Board Members with the following fringe benefits:

  • life insurance and accident insurance with the guaranteed insured sum totalling the gross annual base remuneration, another type of protection-and-investment insurance or a mutual fund as part of the same premium,
  • payments towards the mutual fund in the amount equivalent to 15% of the monthly base remuneration of a Bank Management Board Member, and
  • medical care (Golden Family Card Package).

Furthermore, the Supervisory Board may decide on granting other benefits, e.g. covering the education costs of children in a private school, rent and fittings of an apartment or a house or payment of a rent allowance, covering membership fees in clubs and associations in Poland and abroad, provided it is in the interest of the Bank.

A Management Board Member may be awarded a bonus of up to 100% of the annual base remuneration for performance of the bonus tasks set by the Supervisory Board. Bonus tasks support creating long-term goodwill of the Bank and take account of care about the risk cost of the Bank, the capital cost and liquidity risk. Objectives have the following nature:

  • financial, including the Bank’s gross profit, financial risk cost and tasks within the Management Board Member’s responsibility, and
  • non-financial.

Non-financial objectives constitute at least 50% of all objectives except for the Management Board Member exercising control functions where the objectives are based in at least 75% on the function-based targets and they comprise quality tasks. Moreover, the financial tasks cannot be linked to the results generated in the areas controlled by this particular Management Board Member.

The Bank tests capital to ensure that the total bonus pool for all employees does not limit the ING Bank Śląski S.A.’s ability to maintain an adequate capital base and activates the bonus fund upon satisfying a predetermined condition.

40% of the bonus is deferred and if the threshold defined by the Bylaw is exceeded – 60%. The results of assessment of the objectives performance are verified in the deferral period, i.e. for four subsequent years, so as to evaluate the impact of employee’s actions on the Bank’s long-term results. For the President of the Management Board at least 50% of the variable remuneration is deferred. The deferral period is six years and the bonus is divided into 5 equal portions.

The bonus is divided into two portions (rounding up to the integer of a financial instrument):

  • at least 50% as phantom stocks making its beneficiaries eligible for cash in the amount conditional on the Bank’s stock price, and
  • the remainder as cash.

No bonus shall be due should the employment contract be terminated under Article 52 of the Polish Labour Code. The Supervisory Board may also decide to reduce the annual bonus or not to pay it out in a given bonus award period on the basis of verification of assessment of bonus tasks execution, taking ex post risk into account.

Remuneration of Management Board Members

In 2017, the total emoluments due and paid by the Bank to the Management Board Members reached PLN 19,875.8 thousand, while in 2016 it was 17,632.0 thousand.

kantor  Change currency: PLNEURUSD

 

Name and surname From – to Remuneration Awards1 Other benefits2 Total
Brunon Bartkiewicz 01.01.2017 – 31.12.2017 2,514.0 366.3 436.0 3,316.3
Mirosław Boda 01.01.2017 – 31.05.2017 515.0 1,357.2 330.9 2,203.1
Michał Bolesławski 01.01.2017 – 31.12.2017 1,290.0 1,476.6 216.9 2,983.5
Joanna Erdman 01.01.2017 – 31.12.2017 1,284.9 1,069.8 216.1 2,570.8
Justyna Kesler 01.01.2017 – 31.12.2017 1,200.0 1,362.1 226.2 2,788.3
Patrick Roesink 01.01.2017 – 31.12.2017 1,038.4 387.6 904.3 2,330.3
Marcin Giżycki 01.01.2017 – 31.12.2017 993.3 297.73 174.1 1,465.13
Bożena Graczyk 01.06.2017 – 31.12.2017 776.1 1,442.2 2,218.3
Total   9,611.7 6,317.4 3,946.7 19,875.8

1Awards include: 1) Bonus under the Variable Remuneration Programme: for 2016 non-deferred cash, for 2015 1st tranche of deferred cash, for 2014 2nd tranche of deferred cash and for 2013 3rd tranche of deferred cash; and 2) Phantom Stocks under the Variable Remuneration Programme: for 2015 retained, for 2014 1st tranche deferred, for 2013 2nd tranche deferred and for 2012 3rd tranche deferred.

2Other benefits cover, among other things: insurance, payments towards the mutual fund, medical care, health insurance, tax advisory services, social insurance contributions in the home country and other benefits awarded by the Supervisory Board, and financial instruments exercised under the Long-term Incentive Schemes.

3Including the amount of PLN 190.4 thousand being the bonus paid by ING Securities S.A. under the Variable Remuneration Programme: for 2016 non-deferred cash, for 2015 non-deferred cash and 1st tranche and phantom stock under the Variable Remuneration Programme for 2015 – retained.

 

Name and surname From – to Remuneration Awards1 Other benefits2 Total
Brunon Bartkiewicz 01.01.2017-31.12.2017 592.3 86.3 102.7 781.3
Mirosław Boda 01.01.2017-31.05.2017 121.3 319.7 78.0 519.0
Michał Bolesławski 01.01.2017-31.12.2017 303.9 347.9 51.1 702.9
Joanna Erdman 01.01.2017-31.12.2017 302.7 252.0 50.9 605.6
Justyna Kesler 01.01.2017-31.12.2017 282.7 320.9 53.3 656.9
Patrick Roesink 01.01.2017-31.12.2017 244.6 91.3 213.0 549.0
Marcin Giżycki 01.01.2017-31.12.2017 234.0 70.13 41.0 345.23
Bożena Graczyk 01.06.2017-31.12.2017 182.8 0.0 339.8 522.6
Total   2,264.4 1,488.3 929.8 4,682.5

1Awards include: 1) Bonus under the Variable Remuneration Programme: for 2016 non-deferred cash, for 2015 1st tranche of deferred cash, for 2014 2nd tranche of deferred cash and for 2013 3rd tranche of deferred cash; and 2) Phantom Stocks under the Variable Remuneration Programme: for 2015 retained, for 2014 1st tranche deferred, for 2013 2nd tranche deferred and for 2012 3rd tranche deferred.

2Other benefits cover, among other things: insurance, payments towards the mutual fund, medical care, health insurance, tax advisory services, social insurance contributions in the home country and other benefits awarded by the Supervisory Board, and financial instruments exercised under the Long-term Incentive Schemes.

3Including the amount of PLN 190.4 thousand being the bonus paid by ING Securities S.A. under the Variable Remuneration Programme: for 2016 non-deferred cash, for 2015 non-deferred cash and 1st tranche and phantom stock under the Variable Remuneration Programme for 2015 – retained.

 

Name and surname From – to Remuneration Awards1 Other benefits2 Total
Brunon Bartkiewicz 01.01.2017-31.12.2017 671.5 97.8 116.5 885.8
Mirosław Boda 01.01.2017-31.05.2017 137.6 362.5 88.4 588.5
Michał Bolesławski 01.01.2017-31.12.2017 344.6 394.4 57.9 796.9
Joanna Erdman 01.01.2017-31.12.2017 343.2 285.7 57.7 686.7
Justyna Kesler 01.01.2017-31.12.2017 320.5 363.8 60.4 744.8
Patrick Roesink 01.01.2017-31.12.2017 277.4 103.5 241.5 622.4
Marcin Giżycki 01.01.2017-31.12.2017 265.3 79.53 46.5 391.33
Bożena Graczyk 01.06.2017-31.12.2017 207.3 0.0 385.2 592.5
Total   2,567.3 1,687.4 1,054.2 5,308.8

1Awards include: 1) Bonus under the Variable Remuneration Programme: for 2016 non-deferred cash, for 2015 1st tranche of deferred cash, for 2014 2nd tranche of deferred cash and for 2013 3rd tranche of deferred cash; and 2) Phantom Stocks under the Variable Remuneration Programme: for 2015 retained, for 2014 1st tranche deferred, for 2013 2nd tranche deferred and for 2012 3rd tranche deferred.

2Other benefits cover, among other things: insurance, payments towards the mutual fund, medical care, health insurance, tax advisory services, social insurance contributions in the home country and other benefits awarded by the Supervisory Board, and financial instruments exercised under the Long-term Incentive Schemes.

3Including the amount of PLN 190.4 thousand being the bonus paid by ING Securities S.A. under the Variable Remuneration Programme: for 2016 non-deferred cash, for 2015 non-deferred cash and 1st tranche and phantom stock under the Variable Remuneration Programme for 2015 – retained.

Emoluments of Members of the ING Bank Śląski S.A. Management Board for 2017 under the Variable Remuneration Programme have not been awarded yet. In keeping with the Bank’s remuneration system, the Bank Management Board Members may be entitled to the 2017 bonus to be paid out in the years 2018-2025. Accordingly, a reserve was formed for the payment of the 2017 bonus for the Bank Management Board Members, which as at 31 December 2017 was PLN 9.4 million. The Bank Supervisory Board will take the final decision on the bonus amount.

kantor  Change currency: PLNEURUSD

 

Name and surname From – to Remuneration Awards1 Other benefits2 Total
Małgorzata Kołakowska 01.01.2016 – 31.03.2016 572.4 1,483.3 80.2 2,135.9
Brunon Bartkiewicz 19.04.2016 – 31.12.2016 1,765.8 140.9 1,906.6
Mirosław Boda 01.01.2016 – 31.12.2016 1,236.0 968.2 219.3 2,423.6
Michał Bolesławski 01.01.2016 – 31.12.2016 1,285.5 1,020.1 217.6 2,523.2
Joanna Erdman 01.01.2016 – 31.12.2016 1,197.0 695.1 202.6 2,094.7
Ignacio Juliá Vilar 01.01.2016 – 30.04.2016 381.5 985.8 352.1 1,719.4
Justyna Kesler 01.01.2016 – 31.12.2016 1,197.0 953.5 225.1 2,375.6
Patrick Roesink 01.01.2016 – 31.12.2016 954.3 111 722.3 1,787.6
Marcin Giżycki 01.08.2016 – 31.12.2016 510.03 87.73 67.7 665.43
Total   9,099.5 6,304.7 2,227.8 17,632.0

1Awards include: 1) Bonus under the Variable Remuneration Programme: for 2015 non-deferred cash, for 2014 1st tranche of deferred cash, for 2013 2nd tranche of deferred cash and for 2012 3rd tranche of deferred cash; and 2) Phantom Stocks under the Variable Remuneration Programme: for 2014 retained, for 2013 1st tranche deferred and for 2012 2nd tranche deferred.

2Other benefits cover, among other things: insurance, payments towards the mutual fund, medical care, health insurance, tax advisory services, social insurance contributions in the home country and other benefits awarded by the Supervisory Board.

3Including the amount of PLN 125.0 thousand of remuneration and the amount of PLN 87.7 thousand of the bonus as due for 2016 in connection with the position of the President of the Management Board of ING Securities S.A.

 

 

Name and surname From – to Remuneration Awards1 Other benefits2 Total
Małgorzata Kołakowska 01.01.2016-31.03.2016 130.8 339.0 18.3 488.1
Brunon Bartkiewicz 19.04.2016-31.12.2016 403.5 0.0 32.2 435.7
Mirosław Boda 01.01.2016-31.12.2016 282.5 221.3 50.1 553.9
Michał Bolesławski 01.01.2016-31.12.2016 293.8 233.1 49.7 576.6
Joanna Erdman 01.01.2016-31.12.2016 273.6 158.9 46.3 478.7
Ignacio Juliá Vilar 01.01.2016-30.04.2016 87.2 225.3 80.5 392.9
Justyna Kesler 01.01.2016-31.12.2016 273.6 217.9 51.4 542.9
Patrick Roesink 01.01.2016-31.12.2016 218.1 25.4 165.1 408.5
Marcin Giżycki 01.08.2016-31.12.2016 116.63 20.03 15.5 152.13
Total   2,079.6 1,440.8 509.1 4,029.5

1Awards include: 1) Bonus under the Variable Remuneration Programme: for 2015 non-deferred cash, for 2014 1st tranche of deferred cash, for 2013 2nd tranche of deferred cash and for 2012 3rd tranche of deferred cash; and 2) Phantom Stocks under the Variable Remuneration Programme: for 2014 retained, for 2013 1st tranche deferred and for 2012 2nd tranche deferred.

2Other benefits cover, among other things: insurance, payments towards the mutual fund, medical care, health insurance, tax advisory services, social insurance contributions in the home country and other benefits awarded by the Supervisory Board.

3Including the amount of PLN 125.0 thousand of remuneration and the amount of PLN 87.7 thousand of the bonus as due for 2016 in connection with the position of the President of the Management Board of ING Securities S.A.

 

Name and surname From – to Remuneration Awards1 Other benefits2 Total
Małgorzata Kołakowska 01.01.2016-31.03.2016 144.3 373.8 20.2 538.3
Brunon Bartkiewicz 19.04.2016-31.12.2016 445.0 0.0 35.5 480.5
Mirosław Boda 01.01.2016-31.12.2016 311.5 244.0 55.3 610.8
Michał Bolesławski 01.01.2016-31.12.2016 324.0 257.1 54.8 635.9
Joanna Erdman 01.01.2016-31.12.2016 301.7 175.2 51.1 527.9
Ignacio Juliá Vilar 01.01.2016-30.04.2016 96.1 248.4 88.7 433.3
Justyna Kesler 01.01.2016-31.12.2016 301.7 240.3 56.7 598.7
Patrick Roesink 01.01.2016-31.12.2016 240.5 28.0 182.0 450.5
Marcin Giżycki 01.08.2016-31.12.2016 128.53 22.13 17.1 167.73
Total   2,293.2 1,588.9 561.4 4,443.5

1Awards include: 1) Bonus under the Variable Remuneration Programme: for 2015 non-deferred cash, for 2014 1st tranche of deferred cash, for 2013 2nd tranche of deferred cash and for 2012 3rd tranche of deferred cash; and 2) Phantom Stocks under the Variable Remuneration Programme: for 2014 retained, for 2013 1st tranche deferred and for 2012 2nd tranche deferred.

2Other benefits cover, among other things: insurance, payments towards the mutual fund, medical care, health insurance, tax advisory services, social insurance contributions in the home country and other benefits awarded by the Supervisory Board.

3Including the amount of PLN 125.0 thousand of remuneration and the amount of PLN 87.7 thousand of the bonus as due for 2016 in connection with the position of the President of the Management Board of ING Securities S.A.

As at the 2016 yearend, the reserve for the 2016 bonus payment for the Management Board Members was PLN 9.0 million.

Employment contracts provide for benefits for all Bank Management Board Members being sixfold of their monthly base remuneration calculated for the last six months prior to the employment contract termination, if their term of office expires and they are not appointed for the next term of office or they are dismissed.

The above does not apply should the employment relationship be terminated under Article 52 of the Polish Labour Code or if the employment contract is terminated following Management Board Member resignation or if a Management Board Member or the entire Management Board of the Bank has been suspended by the Polish Financial Supervision Authority under the Polish Banking Law.

Furthermore, Bank Management Board Members conclude non-competition agreements with the Bank to govern the rights and obligations of the parties to the agreement as regards competitive activities during and after the expiry of the employment contract, during 12 months from the employment contract termination date with the option of payout of the non-competition compensation being twelvefold of the gross base remuneration received by the Management Board Member during the term of the agreement.

Should the Management Board Member be recalled for the reasons substantiating termination of the employment relationship without termination notice (pursuant to Article 52 of the Labour Code) or should the Management Board Member or the entire Bank Management Board have been suspended by the Polish Financial Supervision Authority pursuant to the provisions of the Banking Law Act, the non-competition compensation equals 25% of the 12-month gross base salary for the last year preceding the termination of the employment contract.

In the event of employment relationship termination due to the resignation of the Management Board Member, the amount of the non-competition compensation is 50% of the 12-month gross base salary for the last year preceding the termination of the employment contract, with the proviso that the Supervisory Body authorises the Chairperson to increase the said compensation over that amount.

The Bank Management Board Members and other individuals employed by ING Bank Śląski S.A. receive neither compensation nor awards for holding functions in the governing bodies of subsidiaries or affiliates of the ING Bank Śląski S.A. Group.

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