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

Management Board

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Management Board composition

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 common term of office that starts from the date of appointment and runs for four full consecutive financial years.

At least half of the Management Board members have to be Polish citizens. Two Management Board members, including the President and the Vice-President in charge of management of the risk material to the Bank's business, are appointed with consent of the Polish Financial Supervision Authority. The Management Board members may be dismissed at any time by the Supervisory Board. The Vice-President of the Management Board may be dismissed by the Supervisory Board upon consultation with the President of the Management Board.

On 1 January 2019, Mr Lorenzo Tassan-Bassut became the Vice-President of the Bank Management Board, in compliance with a resolution of the Supervisory Board of 23 November 2018. On 24 June 2019, the Supervisory Board appointed Mr Sławomir Soszyński as the Vice-President of the Bank Management Board, effective as of 1 October 2019.

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., prior to appointment to the position of the Vice President of the Management Board, the Suitability Assessment of the candidate was conducted. The said assessment was performed by an independent third party, i.e. EY Doradztwo Podatkowe Krupa Sp.k. It confirmed that Mr Sławomir Soszyński had relevant expertise, skills and experience to perform the function of a Management Board member of ING Bank Śląski S.A., 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 Bank's Management 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.

On 20 September 2019, Mr Patrick Roesink tendered his resignation from a position of the Vice-President of the Management Board of ING Bank Śląski S.A., effective as of 31 March 2020. Concurrently, on 23 December 2019 the Supervisory Board, having consulted the President of the Management Board and recommendation issued by the Remuneration and Nomination Committee, decided to appoint Ms Joanna Erdman to a position of the Vice-President of the Management Board of ING Bank Śląski S.A. responsible for the CRO Division. Given that for the appointment to the position to be effective it is necessary to secure consent of the Polish Financial Supervision Authority, the resolution shall enter into force provided that the Authority gives its consent, in any case as of 1 April 2020 at the earliest.

The qualifications of the individual Management Board members are presented on ING Bank Śląski S.A.’s website.

Powers of the Management Board

The Management Board shall manage the Bank and represent it outside. Any matters not restricted to the competence of other bodies of the Bank by the laws or the Bank Charter shall rest with the Management Board. The Management Board acts collectively except for those matters which in line with the Bank's internal regulations have been entrusted to individual Management Board members.

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

The Management Board passes resolutions if its meeting is attended by more than half of its members and all the Management Board members have been correctly invited thereto. Resolutions of the Management Board are adopted by an absolute majority of votes. In the case of a tie, the President of the Management Board shall have a casting vote.

The Bank's Management Board members supervise particular divisions and organisational units in accordance with the segregation of duties defined by the Management Board and approved by the Supervisory Board, and bear responsibility for the implementation of their missions and core tasks.

The organisation of work of the Management Board, matters requiring a resolution of the Management Board and the Management Board’s way of operation are set forth in the Bylaw of the Management Board passed by the Management Board and approved by the Supervisory Board. Powers of individual Management Board members are defined in the Organisational Bylaw and regulations concerning functioning of their areas as enacted by the Management Board.

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

 

Scope of Responsibilities of Bank Management Board Members
From 1 January 2019 As at 31 December 2019
Ms Brunon Bartkiewicz President of the Bank Management Board in charge of some units reporting directly to the Bank Management Board (including: Management Board Bureau, Spokesperson, Internal Audit Department, Legal Department, Compliance Department, HR units, Macroeconomic Research Bureau, Centre of Expertise Communication and Brand Experience, Chief Data Officer and a subsidiary – ING Bank Hipoteczny S.A.) Mr Brunon Bartkiewicz President of the Bank Management Board in charge of the CEO Division (supervised units such as the Management Board Bureau, Spokesperson, Internal Audit Department, Legal Department, Centre of Expertise – Compliance Department, Centre of Expertise – HR, Macroeconomic Research Bureau, Centre of Expertise Communication and Brand Experience)
Ms 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 Investment Holding (Polska) S.A. (ING Lease (Polska) Sp. z o.o. and ING Commercial Finance Polska S.A.) Mr Michał Bolesławski Vice-President of the Bank Management Board in charge of the Corporate Clients Division and the following subsidiaries: ING Usługi dla Biznesu S.A., ING Investment Holding (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. Ms Joanna Erdman Vice-President of the Bank Management Board in charge of the Wholesale Banking Division (as regards the Strategic Clients and Financial Markets) and of a subsidiary – Nowe Usługi S.A.
Mr Marcin Giżycki Vice-President of the Bank Management Board in charge of the Retail Clients Business Line Mr Marcin Giżycki Vice-President of the Bank Management Board in charge of the Retail Clients Division (all units, including the Brokerage Office)
Ms Bożena Graczyk Vice-President of the Bank Management Board in charge of the Finance Division, Treasury Department, Procurement and Vendor Management Department Ms Bożena Graczyk Vice-President of the Bank Management Board in charge of the CFO Division (supervised units such as the Treasury Department, Procurement and Vendor Management Department, Accounting Department, Controlling Department and other units) and the following subsidiaries – Solver Sp. z o.o., ING Bank Hipoteczny S.A.
Mr Lorenzo Tassan-Bassut Vice President of the Bank Management Board in charge of the Operations Division, Tech Division, Transformation and Change Management Department, IT Security Department, ING Hub Services Department, Monitoring and Process Control Centre, Data Management Centre, Chief Data Officer, Real Property Management and Bank Servicing Department Mr Patrick Roesink Vice-President of the Bank Management Board in charge of the CRO Division (i.e. the Model Validation Department and other units)
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 Sławomir Soszyński Vice-President of the Bank Management Board in charge of the CIO Division (all units)
Mr Lorenzo Tassan-Bassut Vice-President of the Bank Management Board in charge of the COO Division (supervised units such as the Transformation and Change Management Department, IT Security Department, KYC Tribe, Business Control Office, Data Management Centre, Chief Data Officer, Real Property Management and Bank Servicing Department and other units)

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