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

Principles and scope of corporate governance

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  • [103-1]
    Explanation of the material topic and its Boundary
  • [103-2]
    The management approach and its components
  • [103-2]
    The management approach and its components

Code of Best Practice for WSE Listed Companies 2016

A set of principles of corporate governance the Bank complied with in 2019 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 2016 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 exercisability 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 for Identified Staff of ING Bank Śląski S.A. (the Policy). It determines a period between the award and possible exercise of financial instruments under variable remuneration in line with variable remuneration regulations and guidelines for financial institutions applicable in Poland (Regulation of the Minister of Economic Development and Finance of 6 March 2017, CRD III, CRD IV, CEBS/EBA Guidelines). Under the Policy, minimum 40% of the variable remuneration of the executive staff shall be deferred for four years (in the case of the President of the Bank's Management Board – at least 50%, with a deferral period of six years and the bonus being divided into five equal parts) and paid during a deferral period in subsequent four years in equal parts, provided that there have been no premises for lowering or not paying a portion of the remuneration. A material part of the variable remuneration (at least 50%) granted in the form of phantom stocks with the Bank's shares as an underlying instrument is subject to a one-year retention period, respectively 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 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 Meetings online. As in the previous years, the said decision was substantiated with the impossibility to fully eliminate the risks of a legal as well as organisational and technical nature associated with providing shareholders not participating personally at the General Meeting with an option of real-time bilateral communication and voting with the use of electronic means of communication, which may negatively affect 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 (hereinafter the 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’s report of 30 December 2014, published on the Bank's website.

Following amendments to the Bank Charter made by virtue of Resolution No. 26 of the Bank's Annual General Meeting of 31 March 2015, the Bank applies all rules set out in the CG Principles, with the proviso that, due to the impossibility of total elimination of risks of a legal as well as organisational and technical nature that may adversely affect 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 the Bank's General Meetings online.

Concurrently, with its Resolution No. 25 of 31 March 2015 the Annual General Meeting accepted the Bank's Management Board’s 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 the Resolution. The Resolution is available on the Bank's website.

Management Board Report on Observance of Principles of Corporate Governance

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Taking into account the above explanations, the Bank’s Management Board hereby submits the following statement on the observance of principles of corporate governance:

The Management Board of ING Bank Śląski S.A. hereby declare that in 2019 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 cases 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. As the General Data Protection Regulation became effective, the Polish Bank Association, in cooperation with banks, undertook works on the code of conduct to elaborate there on the application of the GDPR. Currently, the Code is being agreed upon with the Personal Data Protection Office.

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 therein 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. It provides a set of standards valued by all bank employees who choose to follow them in their actions, and by which they are assessed by others.

Orange Code is composed of two parts:

  • ING Values, being a promise made to our external stakeholders:
    • We are honest;
    • We are prudent/We apply common sense;
    • We are responsible;
  • ING Behaviours which define the employees’ way of life. These are the commitments the employees make towards each other and standards allowing for the 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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