About report

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 corporate governance matters are continuously monitored and developed. Functioning of all the Bank governing bodies provided for in the Charter is designed both to fulfil the norms stemming from the binding laws and to implement the principles under the recommendations of financial market regulators and good practice. Of course, it also applies to functioning of the General Meeting that is a vital element of our communication with the shareholders.
Henryk Rygulski
Chief Expert in the Legal Department

Code of Best Practice for WSE Listed Companies 2016

A set of principles of corporate governance the Bank complied with in 2017 is included in the Code of Best Practice for WSE Listed Companies 2016 passed with Resolution No. 26/413/2015 of the Supervisory Board of the Warsaw Stock Exchange of 13 October 2015. The document is available on the Bank’s website.

The Bank applies the recommendations and principles laid down in the Code of Best Practice for WSE Listed Companies with the following reservations:

  • Rule VI.Z.2.: To tie the remuneration of members of the management board and key managers to the company’s long-term business and financial goals, the period between the award of options or other instruments linked to the company’s shares under the incentive scheme and their exercise should be no less than two years.
    The Bank’s comment on the application of the above rule:
    The Bank adopted and applies the Variable Remuneration Policy of Persons Holding Managerial Positions Having Material Impact on the Risk Profile of ING Bank Śląski S.A. (“Policy”). It governs the period between the award and possible exercise of financial instruments under variable remuneration in line with the variable remuneration regulations for financial institutions in Poland (Minister for Economic Development and Finance Ordinance of 6 March 2017, CRD III, CRD IV, CEBS/EBA Guidelines). Under the Policy, minimum 40% of the variable remuneration of the management staff shall be deferred for 4 years (in the case of the President of the Bank Management Board – at least 50%; the deferral period is 6 years; the bonus is divided into 5 equal parts) and paid during the deferral period in subsequent 4 years in equal parts, provided that there were no premises for lowering or not paying a portion of the remuneration. A material portion of the variable remuneration (at least 50%) granted in the form of the phantom stock with Bank shares as the underlying instrument is subject to a one-year retention period, appropriately for each tranche. The above provisions are aimed at tying the remuneration of the management with the long-term strategic goals of the Bank. The Bank plans to apply the above-referred rule as far as provided for by the aforementioned regulations.
  • Furthermore, the Bank does not apply Recommendation IV.R.2. of the Code of Best Practice for WSE Listed Companies 2016 in full and limits itself to broadcasting the General Meeting online. As in the previous years, the said decision was substantiated with the impossibility to fully eliminate the risks of legal as well as organisational and technical nature associated with providing shareholders not participating personally at the General Meeting with real-time bilateral communication using electronic communication means, which may negatively impact the course of the General Meeting.

Principles of Corporate Governance for Supervised Institutions

The Bank applies the Principles of Corporate Governance for Supervised Financial Institutions (CG Principles) introduced by the Polish Financial Supervision Authority by way of Resolution No. 218/2014 of 22 July 2014 (PFSA Official Journal No. 17). The CG Principles were adopted in the scope as laid down in the Management Board Report of 30 December 2014, published on the Bank’s website.

Following the amendments to the Bank Charter made by virtue of Resolution No. 26 of the Ordinary General Meeting of the Bank of 31 March 2015, the Bank applies any and all rules set out in the CG Principles, with the proviso that, due to the impossibility of total elimination of risks of legal as well as organisational and technical nature that can adversely impact the course of the General Meeting, the Bank applies the rule set out under Article 8.4 of the CG Principles to the extent limited to the broadcasting of Bank General Meeting debates online.

Concurrently, with its Resolution No. 25 of 31 March 2015 the Ordinary General Meeting accepted the Bank Management Board Report of 30 December 2014 and declared readiness to apply the CG Principles in the part regarding shareholders and relations of the Bank as a supervised institution with its shareholders, on the terms and conditions set out in that Resolution. The Resolution is available on the Bank’s website.

Management Board Report on Observance of Principles of Corporate Governance

Taking into account the above-given explanations, the Bank Management Board hereby submit the following report on observance of principles of corporate governance:

The Management Board of ING Bank Śląski S.A. hereby declare that in 2017 the Bank observed the principles of corporate governance as set out in the Code of Best Practice for WSE Listed Companies and the Principles of Corporate Governance for Supervised Institutions, in the scope as adopted by the Bank.

The Bank did not identify any case of non-observance of the principles of corporate governance adopted by the Bank in the period reported.

Code of Banking Ethics

Regardless of the principles of corporate governance, the Bank applies the Code of Banking Ethics as adopted at the 25th General Meeting of the Polish Bank Association held on 18 April 2013. The Code of Banking Ethics is available on the Polish Bank Association’s website.

Business Ethics Standards of ING Bank Śląski S.A.

The Bank introduced the Regulations – Employee Business Ethics Standards of ING Bank Śląski S.A. as well. These Regulations are intended to mitigate the compliance risk by indicating to the employees the rules abiding whereby is a precondition of ensuring the integrity of Bank’s operations, including ensuring compliance with legal and regulatory requirements, as well as ethical standards binding in the financial services sector. The rules stipulated herein shall apply to any and all employee activities related to performance of their professional duties. Some of the said rules may apply to the private activities of employees which may negatively affect Bank’s reputation or give rise to a conflict of interest.

Orange Code

Orange Code is the starting point to define the elements of ethics of ING Bank Śląski employees. It determines the manner in which the strategic objective of the Bank – empowering people to stay a step ahead in life and in business – is delivered. The Orange Code defines our banking identity. This is a set of norms which all bank employees value and try to comply with and in the context of which they are evaluated by others. The Orange Code is composed of two parts:

  • ING Values being the promise made to our external stakeholders:
    • We are honest,
    • We are prudent,
    • We are responsible.
  • ING Behaviours which define the way of life of employees. These are the commitments the employees make towards one another and standards enabling assessment of their actions:
    • You take it on and make it happen,
    • You help others to be successful,
    • You are always a step ahead.

ING Bank Śląski S.A. disclosure policy

Being a public trust organisation, the Bank pursues disclosure policy which consists in keeping an
open and transparent line of communication with its shareholders, investors, the media and all stakeholders. As part of the disclosure policy, the Bank as a public company and regulated institution meets requirements regarding information confidentiality and security imposed thereon by applicable laws. Pursuing the disclosure policy, the Bank abides by corporate governance rules, in particular by ensuring proper access to information about the Bank to shareholders, investors, media and all stakeholders. The full text of the Disclosure Policy is available on the website.

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