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Integrated Annual Report
of ING Bank Śląski S.A. 2019

Supervisory Board

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Supervisory Board composition

  • [102-18]
    Governance structure

The Supervisory Board consists of 5 to 11 Members appointed by the General Meeting for a 5-year common term of office that starts from the date of appointment and runs for four full consecutive financial years.

The General Meeting determines the number of the Supervisory Board members for a given term of office. The Supervisory Board members may be dismissed at any time by a resolution of the General Meeting.

In conformity with the principles of corporate governance adopted by the Bank and requirements stemming from the law, the Supervisory Board includes independent members. 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 materially affect the ability of these members to take impartial decisions (independent members). The minimum number of the independent members of the Supervisory Board and detailed criteria of independence are prescribed by the law and 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.

The General Meeting held on 29 March 2019 approved the financial statements for 2018. This marked the end of the current Supervisory Board’s term of office. On 29 March 2019, the General Meeting appointed the Board composed of its current members. The term of office of the newly appointed Board shall end on a date of the General Meeting approving the financial statements for 2023.

Supervisory Board composition as at 31 December 2019
Function in the Supervisory Board Audit Committee Remuneration
 and Nomination Committee
Risk Committee
Mr Antoni F. Reczek

Chairperson, independent member

Ms Małgorzata Kołakowska Deputy Chairperson
Mr Aleksander Galos

Secretary, independent member

Mr Ad Kas Member
Ms Aleksander Kutela Independent member
Mr. Michał Szczurek Member
Mr Norman Tambach Member

Chairperson     Member

 

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

In keeping with the Bank's Policy for the Assessment of Suitability of Members of the Supervisory Board, Management Board and Key Function Holders at ING Bank Śląski S.A., the candidates for the Board members underwent suitability assessment. The said assessment was performed by an independent third party, i.e. EY Doradztwo Podatkowe Krupa Sp.k. It confirmed that all the candidates had relevant expertise, skills and experience to perform the function of a Supervisory Board member, warranted due performance of duties involved and met other requirements set out in Article 22aa of the Banking Law Act, and thus fulfilled the suitability criteria laid down in the Policy. At the same time, the Remuneration and Nomination Committee stated that the individual competences of the particular members of the Supervisory Board were complementary and allowed for ensuring the adequate level of collective performance of supervision duties with regard to all of the Bank's areas of operation.

Rights and duties of the Supervisory Board

  • The primary mission of the Supervisory Board is to perform a supervisory function the Board, on an ongoing basis, supervises the Bank's operations across all areas.
  • Special powers and duties of the Supervisory Board include the assessment of a report on the Bank's operations and financial statements for a previous financial year and motions of the Management Board regarding profit distribution or loss coverage, and the submission of an annual written report on the outcome of the assessment to the General Meeting.

Apart from the aforementioned powers and duties, the Supervisory Board passes resolutions on 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.

Resolutions of the Supervisory Board may be passed if more than half of the Supervisory Board members, including the Chairperson or Deputy Chairperson, are present at a meeting to which all the Supervisory Board members have been invited.

Meetings of the Supervisory Board take place at least five times a year. In 2019, eight meetings of the Supervisory Board were held; additionally, eleven times the Board took decisions by correspondence.

In cases stipulated in the Charter and the Bylaw of the Supervisory Board, resolutions of the Supervisory Board may be passed without holding a meeting, either in writing or by means of distance communication.

The detailed principles governing the operation of the Supervisory Board are determined in the Bank Charter and the Bylaw of the Supervisory Board passed by the Supervisory Board.

Out of its members, the Supervisory Board appoints members of the Audit Committee, the Remuneration and Nomination Committee and the Risk Committee to support the Supervisory Board in performing its 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 detail in the Bylaw of the Supervisory Board’s Audit Committee of ING Bank Śląski S.A. passed by the Supervisory Board.

In accordance with the By-law, the Audit Committee consists of at least 3 Members of the Supervisory Board. The majority of the Members of the Audit Committee, inclusive of its Chairman, should meet the independence criteria, and at least one of the Independent Members in the Audit Committee should additionally have qualifications in accounting or financial audit. Currently, there are three Independent Members of the Supervisory Board in the Audit Committee, which fulfils the requirements of the Act on Statutory Auditors, Auditing Firms and Public Oversight of 11 May 2017.

The Audit Committee meets at least once per quarter. While performing its tasks, the Audit Committee may use expert assistance.

In 2019, the composition of the Audit Committee did not change.

The independent members who meet the statutory independence criteria are: Antoni F. Reczek (Chairperson), Aleksander Galos and Aleksander Kutela. The other members of the Audit Committee, namely Małgorzata Kołakowska and Norman Tambach, are related to the strategic shareholder, ING Bank NV. Mr Antoni F. Reczek has expertise and skills in accounting and auditing of financial statements. He became a licensed auditor of the Republic of Poland in 1993. Also Mr Norman Tambach has knowledge and skills in these areas – he has been a chartered accountant registered with the Netherlands Institute of Chartered Accountants since 2002. All Members of the Audit Committee have knowledge and skills in finances and banking.

In 2019, the Audit Committee held six meetings; additionally, eight meetings were held by way of correspondence.

In 2019, an auditing firm that audited financial statements (KPMG Audyt Spółka z ograniczoną odpowiedzialnością Sp.k.) provided the following services other than the audit:

  • the review of the interim (semi-annual) financial statements of the Bank and of the ING Bank Śląski S.A. Group,
  • an assurance engagement concerning the satisfaction of requirements for the storage of clients’ assets,
  • an attestation service regarding the compliance of annual disclosure on the Bank's capital adequacy,
  • the review of the Bank's interim (quarterly) financial statements for capital requirements needs.

Provision of the aforementioned services was approved by the Audit Committee after the assessment of threats to and safeguards for independence of the statutory auditor and auditing firm was carried out.

The main assumptions of the Policy on Selection of Auditing firm to Audit Financial Statements, Assessment of its Independence and Provision of Other Permitted Services at ING Bank Śląski S.A. are:

  • the Audit Committee makes a decision on giving consent for hiring an auditor (auditing firm carrying out an audit, an entity related thereto and by a member of the auditing firm’s network) to provide permitted services other than the audit;
  • the permitted services may be provided only within the scope other than the Bank'ss tax policy
  • following the Audit Committee’s assessment of threats to and safeguards for the independence of an auditor and auditing firm;
  • the independence of an auditor or auditing firm is verified and monitored at each stage of an auditing firm selection process;
  • when making a final decision on the selection of an auditing firm or preparing recommendations, the Supervisory Board or the Audit Committee, respectively, observe the following transparent and non-discriminating selection criteria that are applied by the Bank to appraise tenders submitted by auditing firms:
    • the assessment of the independence of an auditing firm to carry out an audit already at a selection procedure stage,
    • potential to provide all services specified by the Bank (audit of separate financial statements, audit of consolidated financial statements, reviews, etc.),
    • the track record of an auditing firm as regards the audit of financial statements of the entities with a business profile similar to that of the Bank,
    • the track record of an auditing firm as regards the audit of financial statements of public interest entities from the banking sector,
    • professional qualifications and experience relevant for the performance of audit activities, and the number of individuals directly involved in an audit carried out at the Bank,
    • price terms offered by an auditing firm.

The recommendation of the Audit Committee concerning the selection of an auditing firm to audit the Bank's financial statements satisfied the applicable terms and conditions and was issued following the selection procedure organised by the Bank that fulfilled the applicable criteria.

The Remuneration and Nomination Committee support the Supervisory Board in the area of monitoring and supervision of the Bank's HR and payroll area, including in particular selection of the Management Board Members, diversity policy, assessment of suitability of the Management Board Members, 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 three Members of the Supervisory Board are also the Committee Members. Two of them are Independent ones.

The Remuneration and Nomination Committee meets at least once per quarter.

In 2019, the composition of the Remuneration and Nomination Committee did not change. In 2019, eight meetings of the Remuneration and Nomination Committee were held; additionally, three meetings were held by correspondence.

The Risk Committee supports the Supervisory Board in monitoring and supervising a process of risk management, including the operational risk, credit risk and market risk, and an internal capital estimation process, capital management and planning, a model risk process and a 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 majority of the Committee members, including the Chairperson, should satisfy the criteria laid down for the Independent Members of the Supervisory Board.

The Risk Committee meets at least once per quarter.

In 2019, the composition of the Risk Committee did not change.

Currently, the Risk Committee consists of five members, with three of them being independent. In 2019, the Risk Committee held four meetings; additionally, six meetings were held by way of correspondence.

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