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 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.