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

Remuneration of the Management Board and the Supervisory Board members

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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 for Identified Staff of ING Bank Śląski S.A., the remuneration of a Bank Management Board Member is composed of:

  • fixed remuneration comprising basic remuneration and fringe benefits, and
  • variable remuneration, i.e. an 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 its Management Board members with the following fringe benefits:

  • life and accident insurance with a guaranteed insured sum in the amount of gross annual basic remuneration, another type of protection and investment insurance or an investment fund, with the same premium,
  • payments towards an investment fund in the amount of 15% of the monthly basic remuneration of a Management Board member,
  • medical care (Golden Family Card Package).

Furthermore, the Supervisory Board may decide on granting other benefits, e.g. covering private school tuition for children, 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 this is justified by 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 a 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.

A right to an annual bonus depends on the attainment by the Bank in a financial year representing an assessment period of at least 80% of a gross profit forecast in a plan for the given year. Should such profit not be achieved, a Management Board member shall not have the right to an annual bonus and a base value thereof shall not be computed. In compliance with the Capital Management Policy at ING Bank Śląski S.A., ING Bank Śląski S.A tests capital to ensure that a total bonus pool for all the employees does not limit the Bank's ability to maintain an adequate capital base. In case of such limitation, a decision may be taken not to activate the bonus pool. 40% of the bonus is deferred, 60% – if a threshold defined by the Bylaw is exceeded. The outcome of assessment of the objectives attainment is verified in a deferral period, i.e. for four subsequent years, so as to evaluate the impact of an employee’s actions on the Bank's long-term results. For the President of the Bank's Management Board, at least 50% of the variable remuneration is deferred, with a deferral period lasting six years and the bonus being divided into five equal portions.

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

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

No bonus shall be due should an employment contract be terminated under Article 52 of the 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 based on the verification of assessment of the execution of the bonus tasks, taking the ex post risk into account.

Remuneration of Management Board members

In 2019, the total emoluments due and paid by the Bank to the Management Board members reached PLN 16,812.4 thousand, while in 2018 it was PLN 18,239.4 thousand.

Emoluments due and paid to members of the Management Board of ING Bank Śląski S.A. in 2019
PLN thousand From – to Remuneration Awards* Other benefits** Total
Brunon Bartkiewicz 01.01.2019 – 31.12.2019 2,514.0 845.9 436.8 3,796.7
Michał Bolesławski 01.01.2019 – 31.12.2019 1,348.8 1,024.6 227.6 2,601.0
Joanna Erdman 01.01.2019 – 31.12.2019 1,348.8 895.6 232.1 2,476.5
Patrick Roesink 01.01.2019 – 31.12.2019 1,179.1 376.3 652.1 2,207.4
Marcin Giżycki 01.01.2019 – 31.12.2019 1,218.7 546.4*** 213.7 1,978.8***
Bożena Graczyk 01.01.2019 – 31.12.2019 1,320.0 408.7 210.2 1,938.8
Lorenzo Tassan-Bassut 01.01.2019 – 31.12.2019 1,016.8 0.0 452.0 1,468.8
Soszyński Sławomir 01.10.2019 – 31.12.2019 270.0 0.0 74.3 344.3
Total 10,216.1 4,097.5 2,498.7 16,812.4

*The awards encompass: 1) a bonus under the Variable Remuneration Programme: for 2018 non-deferred cash, for 2016 the 2nd tranche of deferred cash and for 2015 the 3rd tranche of deferred cash; and 2) phantom stocks under the Variable Remuneration Programme: for 2017 retained, for 2016 the 1st tranche deferred, for 2015 the 2nd tranche deferred and for 2014 the 3rd tranche deferred.

**Other benefits include insurance, payments towards an investment fund, medical care, health insurance and other benefits awarded by the Bank’s Supervisory Board.

***Including the amount of PLN 70.3 thousand as a bonus paid by ING Securities S.A. under the Variable Remuneration Programme: for 2016 deferred cash the 2nd tranche, for 2015 deferred cash the 3rd tranche and phantom stocks under the Variable Remuneration Programme: for 2016 the 1st tranche deferred, for 2015 the 2nd tranche deferred.

Emoluments due to the members of ING Bank Śląski S.A.’s Management Board for 2019 under the Variable Remuneration Programme have not been awarded yet. In keeping with the Bank's remuneration system, the Bank's Management Board members may be entitled to a 2019 bonus to be paid out in 2020–2027. Accordingly, a provision was set up for the payment of the 2019 bonus for the Management Board members, which as at 31 December 2019 stood at PLN 9.75 million. The Bank's Supervisory Board will take a final decision on the amount of the bonus.

Emoluments due and paid to members of the Management Board of ING Bank Śląski S.A. in 2018
PLN thousand From – to Remuneration Awards* Other benefits** Total
Brunon Bartkiewicz 01.01.2018 – 31.12.2018 2,514.0 1,019.3 436 3,969.3
Michał Bolesławski 01.01.2018 – 31.12.2018 1,334.1 1,406.9 224.2 2,965.1
Joanna Erdman 01.01.2018 – 31.12.2018 1,338.9 1,129.3 227.8 2,695.9
Justyna Kesler 01.01.2018 – 31.12.2018 1,200.0 1,292.6 231.8 2,724.4
Patrick Roesink 01.01.2018 – 31.12.2018 1,100.0 496.9 801.3 2,398.1
Marcin Giżycki 01.01.2018 – 31.12.2018 1,092.6 515.9*** 189.7 1,798.3***
Bożena Graczyk 01.01.2018 – 31.12.2018 1,320.0 158.7 209.5 1,688.2
Total 9,899.6 6,019.6 2,320.2 18,239.4

*The awards encompass: 1) a bonus under the Variable Remuneration Programme: for 2017 non-deferred cash, for 2016 the 1st tranche of deferred cash, for 2015 the 2nd tranche of deferred cash and for 2014 the 3rd tranche of deferred cash; 2) phantom stocks under the Variable Remuneration Programme: for 2016 retained, for 2015 the 1st tranche deferred, for 2014 the 2nd tranche deferred and for 2013 the 3rd tranche deferred.

**Other benefits include insurance, payments towards an investment fund, medical care, health insurance, tax advisory services, social insurance contributions in a home country, other benefits awarded by the Bank’s Supervisory Board and financial instruments exercised under the Long-term Incentive Schemes.

***Including the amount of PLN 111.6 thousand as a bonus paid by ING Securities S.A. under the Variable Remuneration Programme: for 2016 – deferred cash the 1st tranche, for 2015 – deferred cash the 2nd tranche and phantom stocks under the Variable Remuneration Programme: for 2016 – retained, for 2015 the 2nd tranche deferred.

As at the 2018 yearend, a provision for the 2018 bonus payment for the Management Board members amounted to PLN 9.25 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 provision does not apply should:

  • an employment relationship be terminated under Article 52 of the Labour Code,
  • an employment contract is terminated following the resignation of a Management Board member
  • if a Management Board member or the entire Management Board has been suspended by the Polish Financial Supervision Authority under the Banking Law.

Furthermore, the Bank's Management Board members conclude non-competition agreements with the Bank to govern the rights and obligations of the parties to the agreement with regard to competitive activities during and after the expiry of the employment contract, during 12 months from the date of termination of the employment contract, with an option of the payment of non-competition compensation being twelvefold of the gross basic remuneration received by a Management Board member during the last year of the agreement term.

Should a Management Board member be dismissed for reasons substantiating the termination of an employment relationship without termination notice (pursuant to Article 52 of the Labour Code) or should a Management Board member or the entire Management Board of the Bank be suspended by the Polish Financial Supervision Authority under the Banking Law, the non-competition compensation shall amount to 25% of the 12-month gross basic remuneration received in the last year of the agreement term.

If an employment relationship is terminated due to the resignation of a Management Board member, the non-competition compensation shall amount to 50% of the 12-month gross basic remuneration received in the last year of the agreement term, where the Supervisory Body authorises the Chairperson to increase the compensation over the above threshold.

The 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.

Remuneration of Supervisory Board Members

In 2019, the total remuneration (defined as for the Management Board members) due and paid out by the Bank to the Supervisory Board members reached PLN 840.0 thousand, while in 2018 it stood at PLN 774.5 thousand.

Emoluments due and paid to members of the Supervisory Board of ING Bank Śląski S.A. in 2019
PLN thousand From – to Remuneration and awards* Other benefits Total
Aleksander Galos 01.01.2019 – 31.12.2019 264.3 0.0 264.3
Aleksander Kutela 01.01.2019 – 31.12.2019 227.4 0.0 227.4
Antoni Reczek 01.01.2019 – 31.12.2019 348.3 0.0 348.3
Małgorzata Kołakowska 01.01.2019 – 31.12.2019 0.0 0.0 0.0
Michał Szczurek 01.01.2019 – 31.12.2019 0.0 0.0 0.0
Christopher Steane 01.01.2019 – 31.12.2019 0.0 0.0 0.0
Ad Kas 01.01.2019 – 31.12.2019 0.0 0.0 0.0
Norman Tambach 01.01.2019 – 31.12.2019 0.0 0.0 0.0
Total 840.0 0.0 840.0

*The remuneration and awards include the return of contributions to the Social Insurance Institution due to exceeding the annual basis of contributions for retirement and disability pension insurance in keeping with a decision by the Social Insurance Institution.

Emoluments due and paid to members of the Supervisory Board of ING Bank Śląski S.A. in 2018
PLN thousand From – to Remuneration and awards* Other benefits Total
Aleksander Galos 01.01.2018 – 31.12.2018 235.3 0.0 235.3
Aleksander Kutela 01.01.2018 – 31.12.2018 208.6 0.0 208.6
Antoni Reczek 01.01.2018 – 31.12.2018 330.5 0.0 330.5
Małgorzata Kołakowska 01.01.2018 – 31.12.2018 0.0 0.0 0.0
Michał Szczurek 05.04.2018 – 31.12.2018 0.0 0.0 0.0
Christopher Steane 01.01.2018 – 05.04.2018 0.0 0.0 0.0
Ad Kas 01.01.2018 – 31.12.2018 0.0 0.0 0.0
Norman Tambach 01.01.2018 – 31.12.2018 0.0 0.0 0.0
Total 774.5 0.0 774.5

*The remuneration and awards include the return of contributions to the Social Insurance Institution due to exceeding the annual basis of contributions for retirement and disability pension insurance in keeping with a decision by the Social Insurance Institution.

As at the 2019 yearend, no member of the Bank's Management Board or Supervisory Board held any shares in ING Bank Śląski S.A. or in any associated company.

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