Spis załączników:
Pursuant to Article 29.3 of the Rules of the Warsaw Stock Exchange, Banco Santander S.A. presents information on Best Practice 2021 compliance
DISCLOSURE POLICY, INVESTOR COMMUNICATIONS
1.1. Companies maintain efficient communications with capital market participants and provide fair information about matters that concern them. For that purpose, companies use diverse tools and forms of communication, including in particular the corporate website where they publish all information relevant for investors.
The principle is applied.
1.2. Companies make available their financial results compiled in periodic reports as soon as possible after the end of each reporting period; should that not be feasible for substantial reasons, companies publish at least preliminary financial estimates as soon as possible.
The principle is applied.
1.3.1. environmental factors, including measures and risks relating to climate change and sustainable development;
The principle is applied.
1.3.2. social and employee factors, including among others actions taken and planned to ensure equal treatment of women and men, decent working conditions, respect for employees’ rights, dialogue with local communities, customer relations.
The principle is applied.
1.4. To ensure quality communications with stakeholders, as a part of the business strategy, companies publish on their website information concerning the framework of the strategy, measurable goals, including in particular long-term goals, planned activities and their status, defined by measures, both financial and non-financial. ESG information concerning the strategy should among others:
The principle is applied.
1.4.1. explain how the decision-making processes of the company and its group members integrate climate change, including the resulting risks;
The principle is applied.
1.4.2. present the equal pay index for employees, defined as the percentage difference between the average monthly pay (including bonuses, awards and other benefits) of women and men in the last year, and present information about actions taken to eliminate any pay gaps, including a presentation of related risks and the time horizon of the equality target.
The principle is applied.
1.5. Companies disclose at least on an annual basis the amounts expensed by the company and its group in support of culture, sports, charities, the media, social organisations, trade unions, etc. If the company or its group pay such expenses in the reporting year, the disclosure presents a list of such expenses.
The principle is applied.
1.6. Companies participating in the WIG20, mWIG40 or sWIG80 index hold on a quarterly basis and other companies hold at least on an annual basis a meeting with investors to which they invite in particular shareholders, analysts, industry experts and the media. At such meetings, the management board of the company presents and comments on the strategy and its implementation, the financial results of the company and its group, and the key events impacting the business of the company and its group, their results and outlook. At such meetings, the management board of the company publicly provides answers and explanations to questions raised.
The principle is applied.
1.7. If an investor requests any information about a company, the company replies immediately and in any case no later than within 14 days.
The principle is applied.
MANAGEMENT BOARD, SUPERVISORY BOARD
2.1. Companies should have in place a diversity policy applicable to the management board and the supervisory board, approved by the supervisory board and the general meeting, respectively. The diversity policy defines diversity goals and criteria, among others including gender, education, expertise, age, professional experience, and specifies the target dates and the monitoring systems for such goals. With regard to gender diversity of corporate bodies, the participation of the minority group in each body should be at least 30%.
The Company does not apply this principle.
As a preliminary consideration, which would apply to all comments included in this form, it should be noted that Banco Santander, S.A. (the “Bank”) is a company incorporated and operating under the laws of Spain. In this regard, Spanish companies (other than those taking the corporate form of a European company – sociedad anónima europea) cannot establish a two-tier board and therefore have a one-tier board consisting of both executive and non-executive directors, while the Code of Best Practices for WSE Listed Companies that entered into force on 1 July 2021 (the “2021 WSE Code”) assumes that a company will have separate supervisory and management boards. Consequently, it should be noted that in assessing the level of compliance with the 2021 WSE Code, references to the supervisory board and the management board have been construed to refer to the board of directors. This principle is not being fully applied. The Bank meets the diversity target, as 40% of its board members are female, which is well above the average for large listed companies in Europe. However, the diversity policy, which covers the content established in principle 2.1, is not approved by the general shareholders’ meeting as it instead falls under the powers of the board of directors. Both the Bank’s Bylaws and Rules and regulations of the board state that the board must ensure that the procedures to select its members promote gender diversity, experience and knowledge and are not implicitly biased and entail any form of discrimination. Besides, every year shareholders have the opportunity to take a stand on the gender diversity measures carried out by the Bank, as the statement of non-financial information, which includes detailed information on this matter, is submitted for approval at the ordinary general shareholders’ meeting, as a separate item of the agenda. Above all, the Bank promotes equal opportunities for all employees and gender equality at all levels of the Company and its Group, and over the last few years has rolled out numerous initiatives aimed at promoting equality and diversity.
2.2. Decisions to elect members of the management board or the supervisory board of companies should ensure that the composition of those bodies is diverse by appointing persons ensuring diversity, among others in order to achieve the target minimum participation of the minority group of at least 30% according to the goals of the established diversity policy referred to in principle 2.1.
The principle is applied.
2.3. At least two members of the supervisory board meet the criteria of being independent referred to in the Act of 11 May 2017 on Auditors, Audit Firms and Public Supervision, and have no actual and material relations with any shareholder who holds at least 5% of the total vote in the company.
The principle is applied.
2.4. The supervisory board and the management board vote in an open ballot unless otherwise required by law.
The principle is applied.
2.5. Members of the supervisory board and members of the management board who vote against a resolution may have their dissenting vote recorded in the minutes.
The principle is applied.
2.6. Functions on the management board of a company are the main area of the professional activity of management board members. Management board members should not engage in additional professional activities if the time devoted to such activities prevents their proper performance in the company.
The Company does not apply this principle.
As explained above, the Bank cannot establish a two-tier board and therefore has a one-tier board of directors consisting of both executive and non-executive directors. Principle 2.6. is applied with regard to executive directors, whose main area of professional activity is the performance of their executive functions at the Group. However, in accordance with Spanish legislation, non-executive directors may hold other positions, which may be the main area of their professional activities, provided that they do not exceed the maximum number of directorships legally established, they devote sufficient time to the exercise of their duties in the Bank and they do not put them in a permanent conflict of interest situation. The maximum number of directorships a board member may hold is established, as provided for in article 30 of the Rules and regulations of the board, in article 26 of Spanish Law 10/2014 on the ordering, supervision and solvency of credit institutions. This rule is further developed by articles 29 and subsequent of Royal Decree 84/2015 and by Rules 30 and subsequent of Bank of Spain Circular 2/2016.
2.7. A company’s management board members may sit on corporate bodies of companies other than members of its group subject to the approval of the supervisory board.
The Company does not apply this principle.
In accordance with Spanish legislation and the Bank’s Rules and regulations of the board of directors, board members shall inform the Bank’s nomination committee about their other professional obligations, including whether they are board members in other entities that do not form part of the Group, in order to assess whether such obligations might interfere with the dedication required from directors for the effective performance of their work or put them in a conflict of interest situation and to verify the compliance with the maximum number of directorships board members may hold. If the nomination committee’s assessment is positive, no approval from the board of directors is required. Moreover, every year, the nomination committee conducts a suitability reassessment and the results are reported to the board of directors, including information on the estimated time devoted by directors to other roles and/or professional activities to date, so that the board can confirm they are in a position to exercise good governance as directors of the Bank.
2.8. Supervisory board members should be able to devote the time necessary to perform their duties.
The principle is applied.
2.9. The chair of the supervisory board should not combine this function with that of chair of the audit committee of the supervisory board.
The principle is applied.
2.10. Companies allocate administrative and financial resources necessary to ensure efficient functioning of the supervisory board in a manner adequate to their size and financial standing.
The principle is applied.
2.11.1. information about the members of the supervisory board and its committees, including indication of those supervisory board members who fulfil the criteria of being independent referred to in the Act of 11 May 2017 on Auditors, Audit Firms and Public Supervision and those supervisory board members who have no actual and material relations with any shareholder who holds at least 5% of the total vote in the company, and information about the members of the supervisory board in the context of diversity;
The principle is applied.
2.11.2. summary of the activity of the supervisory board and its committees;
The principle is applied.
2.11.3. assessment of the company’s standing on a consolidated basis, including assessment of the internal control, risk management and compliance systems and the internal audit function, and information about measures taken by the supervisory board to perform such assessment; such assessment should cover all significant controls, in particular reporting and operational controls;
The principle is applied.
2.11.4. assessment of the company’s compliance with the corporate governance principles and the manner of compliance with the disclosure obligations concerning compliance with the corporate governance principles defined in the Exchange Rules and the regulations on current and periodic reports published by issuers of securities, and information about measures taken by the supervisory board to perform such assessment;
The Company does not apply this principle.
Until 2017, the Bank prepared and disclosed annually, when calling the ordinary general shareholders’ meeting, a report regarding the level of compliance with the Warsaw Stock Exchange corporate governance rules set forth in the Code of Best Practices for GPW Listed Companies. In 2018, the Bank ceased to publish such report as the corresponding requirement was removed from Polish law. However, entities were required to inform of any incidental breach or permanent non-application of a Corporate Governance Rule adopted by the WSE. Every year, the Bank publishes its annual report on corporate governance, which forms part of its annual report, that is submitted for approval of the annual general shareholders’ meeting, and which includes detailed information on diverse corporate governance matters, such as the measures taken towards meeting the Bank’s governance goals and preserving strong governance discipline and the degree of compliance with the corporate governance recommendations included in the Spanish Good Governance Code of Listed Companies. However, disclosure of compliance with the principles of the Polish Code of the Best Practices WSE was not provided in the Annual Report. Such information will be provided in the 2021 and subsequent annual reports.
2.11.5. assessment of the rationality of expenses referred to in principle 1.5;
The principle is applied.
2.11.6. information regarding the degree of implementation of the diversity policy applicable to the management board and the supervisory board, including the achievement of goals referred to in principle 2.1.
The principle is applied.
INTERNAL SYSTEMS AND FUNCTIONS
3.1. Listed companies maintain efficient internal control, risk management and compliance systems and an efficient internal audit function adequate to the size of the company and the type and scale of its activity; the management board is responsible for their functioning.
The principle is applied.
3.2. Companies’ organisation includes units responsible for the tasks of individual systems and functions unless it is not reasonable due to the size of the company or the type of its activity.
The principle is applied.
3.3. Companies participating in the WIG20, mWIG40 or sWIG80 index appoint an internal auditor to head the internal audit function in compliance with generally accepted international standards for the professional practice of internal auditing. In other companies which do not appoint an internal auditor who meets such requirements, the audit committee (or the supervisory board if it performs the functions of the audit committee) assesses on an annual basis whether such person should be appointed.
The principle is applied.
3.4. The remuneration of persons responsible for risk and compliance management and of the head of internal audit should depend on the performance of delegated tasks rather than short-term results of the company.
The principle is applied.
3.5. Persons responsible for risk and compliance management report directly to the president or other member of the management board.
The principle is applied.
3.6. The head of internal audit reports organisationally to the president of the management board and functionally to the chair of the audit committee or the chair of the supervisory board if the supervisory board performs the functions of the audit committee.
The principle is applied.
3.7. Principles 3.4 to 3.6 apply also to members of the company’s group which are material to its activity if they appoint persons to perform such tasks.
The principle is applied.
3.8. The person responsible for internal audit or the management board if such function is not performed separately in the company reports to the supervisory board at least once per year with their assessment of the efficiency of the systems and functions referred to in principle 3.1 and tables a relevant report.
The principle is applied.
3.9. The supervisory board monitors the efficiency of the systems and functions referred to in principle 3.1 among others on the basis of reports provided periodically by the persons responsible for the functions and the company’s management board, and makes annual assessment of the efficiency of such systems and functions according to principle 2.11.3. Where the company has an audit committee, the audit committee monitors the efficiency of the systems and functions referred to in principle 3.1, which however does not release the supervisory board from the annual assessment of the efficiency of such systems and functions.
The principle is applied.
3.10. Companies participating in the WIG20, mWIG40 or sWIG80 index have the internal audit function reviewed at least once every five years by an independent auditor appointed with the participation of the audit committee.
COM_SDEBI_ZASADA_MNIE_NIE_DOTYCZY.
This principle is not applicable as the Bank does not participate in the WIG20, mWIG40 or sWIG80 index.
GENERAL MEETING, SHAREHOLDER RELATIONS
4.1. Companies should enable their shareholders to participate in a general meeting by means of electronic communication (e-meeting) if justified by the expectations of shareholders notified to the company, provided that the company is in a position to provide the technical infrastructure necessary for such general meeting to proceed.
The principle is applied.
4.2. Companies set the place and date and the form of a general meeting so as to enable the participation of the highest possible number of shareholders. For that purpose, companies strive to ensure that the cancellation of a general meeting, change of its date or break in its proceedings take place only if justified and do not prevent or limit the exercising of the shareholders’ rights to participate in the general meeting.
The principle is applied.
4.3. Companies provide a public real-life broadcast of the general meeting.
The principle is applied.
4.4. Presence of representatives of the media is allowed at general meetings.
The principle is applied.
4.5. If the management board becomes aware a general meeting being convened pursuant to Article 399 § 2 – 4 of the Commercial Companies Code, the management board immediately takes steps which it is required to take in order to organise and conduct the general meeting. The foregoing applies also where a general meeting is convened under authority granted by the registration court according to Article 400 § 3 of the Commercial Companies Code.
The Company does not apply this principle.
This principle cannot be applied due to discrepancies between the laws and regulations and operational practices of the Bank as a foreign entity and the respective laws and practices in Poland. In particular, the rules and regulations of general meetings of the Company are subject to Spanish legislation, which is similar to the Polish regulations referred to in this principle, with the following exceptions: (i)as explained above, the Bank does not have a supervisory board and therefore the board is the only corporate body empowered to convene a general meeting (Article 399 § 2); and (ii)shareholders representing 50% of the share capital cannot convene an extraordinary general meeting (Article 399 § 3). However, under Spanish law, shareholders holding at least three percent of the share capital of a listed company have the right to request a call for an extraordinary general meeting (and such request must set out the matters to be addressed at such meeting). In such case, the directors must convene a general meeting within two months from the date on which the request is submitted; otherwise, a court clerk (secretario judicial) or a commercial registrar corresponding to the Company’s corporate domicile may convene the general meeting. In addition, if the board does not convene an ordinary annual general meeting within the first six months of the relevant fiscal year, a court clerk or a commercial registrar corresponding to the Company’s corporate domicile may convene such meeting following a request by any shareholder.
4.6. To help shareholders participating in a general meeting to vote on resolutions with adequate understanding, draft resolutions of the general meeting concerning matters and decisions other than points of order should contain a justification, unless it follows from documentation tabled to the general meeting. If a matter is put on the agenda of the general meeting at the request of a shareholder or shareholders, the management board requests presentation of the justification of the proposed resolution, unless previously presented by such shareholder or shareholders.
The principle is applied.
4.7. The supervisory board issues opinions on draft resolutions put by the management board on the agenda of the general meeting.
The Company does not apply this principle.
This principle is not fully applied due to discrepancies between the laws, regulations and operational practices of the Bank as a Spanish entity and the respective practices in Poland. According to the Spanish Companies Act, only certain resolution proposals submitted to the shareholders at the general shareholders meeting must be accompanied by a directors’ report. The board of directors only issues reports on the proposals submitted to the general shareholders’ meeting when it is legally required to do so or when it is found appropriate, considering the relevant proposal.
4.8. Draft resolutions of the general meeting on matters put on the agenda of the general meeting should be tabled by shareholders no later than three days before the general meeting.
The principle is applied.
4.9.1. candidates for members of the supervisory board should be nominated with a notice necessary for shareholders present at the general meeting to make an informed decision and in any case no later than three days before the general meeting; the names of candidates and all related documents should be immediately published on the company’s website;
The principle is applied.
4.9.2. candidates for members of the supervisory board make a declaration concerning fulfilment of the requirements for members of the audit committee referred to in the Act of 11 May 2017 on Auditors, Audit Firms and Public Supervision and having actual and material relations with any shareholder who holds at least 5% of the total vote in the company.
The Company does not apply this principle.
This principle is not fully applied due to discrepancies between the Spanish and Polish legal provisions. However, upon taking office, the appointed or re-elected director formally undertakes to fulfil the obligations and duties prescribed in the Spanish applicable laws for credit institutions as well as in the Bank’s internal regulations (mainly, the Bylaws and the Rules and regulations of the board).
4.10. Any exercise of the rights of shareholders or the way in which they exercise their rights must not hinder the proper functioning of the governing bodies of the company.
The principle is applied.
4.11. Members of the management board and members of the supervisory board participate in a general meeting, at the location of the meeting or via means of bilateral real-time electronic communication, as necessary to speak on matters discussed by the general meeting and answer questions asked at the general meeting. The management board presents to participants of an annual general meeting the financial results of the company and other relevant information, including non-financial information, contained in the financial statements to be approved by the general meeting. The management board presents key events of the last financial year, compares presented data with previous years, and presents the degree of implementation of the plans for the last year.
The principle is applied.
4.12. Resolutions of the general meeting concerning an issue of shares with subscription rights should specify the issue price or the mechanism of setting the price or authorise the competent body to set the price prior to the subscription right record date within a timeframe necessary for investors to make decisions.
The principle is applied.
4.13. Resolutions concerning a new issue of shares with the exclusion of subscription rights which grant pre-emptive rights for new issue shares to selected shareholders or other entities may pass subject at least to the following three criteria:
a) the company has a rational, economically justified need to urgently raise capital or the share issue is related to rational, economically justified transactions, among others such as a merger with or the take-over of another company, or the shares are to be taken up under an incentive scheme established by the company;
b) the persons granted the pre-emptive right are to be selected according to objective general criteria;
c) the purchase price of the shares is in a rational relation with the current share price of the company or is to be determined in book-building on the market.
The principle is applied.
4.14. Companies should strive to distribute their profits by paying out dividends. Companies may retain all their earnings subject to any of the following criteria:
a) the earnings are minimal and consequently the dividend would be immaterial in relation to the value of the shares;
b) the company reports uncovered losses from previous years and the earnings are used to reduce such losses;
c) the company can demonstrate that investment of the earnings will generate tangible benefits for the shareholders;
d) the company generates insufficient cash flows to pay out dividends;
e) a dividend payment would substantially increase the risk to covenants under the company’s binding credit facilities or terms of bond issue;
f) retention of the company’s earnings follows recommendations of the authority which supervises the company by virtue of its business activity.
The principle is applied.
CONFLICT OF INTEREST, RELATED PARTY TRANSACTIONS
5.1. Members of the management board and members of the supervisory board notify the management board or the supervisory board, respectively, of any conflict of interest which has arisen or may arise, and refrain from discussions on the issue which may give rise to such a conflict of interest in their case.
The principle is applied.
5.2. Where a member of the management board or a member of the supervisory board concludes that a decision of the management board or the supervisory board, respectively, is in conflict with the interest of the company, he or she should request that the minutes of the management board or supervisory board meeting show his or her dissenting opinion.
The principle is applied.
5.3. No shareholder should have preference over other shareholders in related party transactions. The foregoing also concerns transactions concluded by the company’s shareholders with members of the company’s group.
The principle is applied.
5.4. Companies may buy back their own shares only in a procedure which respects the rights of all shareholders.
The principle is applied.
5.5. If a transaction concluded by a company with its related party requires the consent of the supervisory board, before giving its consent the supervisory board assesses whether to ask a prior opinion of a third party which can provide valuation of the transaction and review its economic impact.
The Company does not apply this principle.
This principle is not applied due to discrepancies between the Spanish and Polish legal provisions. Under Spanish law, a prior report by the audit committee is required when related-party transactions require approval from the board, which is the general rule, or from the general shareholders’ meetings, which occurs when the amount or value of the transaction is equal to or exceeds 10% of the company’s total assets according to the last consolidated annual balance sheet approved by the company’s general shareholders’ meeting. The audit committee must assess whether the transaction is fair and reasonable from the company’s perspective and, if applicable, for the shareholders other than the related party, and inform about the assumptions on which the assessment is based as well as the methods used. Third party opinions are not required unless requested by the board or the audit committee under the right to request expert assistance established in the Bank’s Rules and regulations of the board of directors.
5.6. If a related party transaction requires the consent of the general meeting, the supervisory board issues an opinion on the rationale of such transaction. In that case, the supervisory board assesses whether to ask a prior opinion of a third party referred to in principle 5.5.
The Company does not apply this principle.
This principle is not applied due to discrepancies between the Spanish and Polish legal provisions. As explained above, under Spanish law, when related-party transactions require approval from the general shareholders’ meetings, which occurs when the amount or value of the transaction is equal to or exceeds 10% of the company’s total assets according to the last consolidated annual balance sheet approved by the company’s general shareholders’ meeting, a prior report by the audit committee is required. The audit committee must assess whether the transaction is fair and reasonable from the company’s perspective and, if applicable, for the shareholders other than the related party, and inform about the assumptions on which the assessment is based as well as the methods used. Third party opinions are not required unless requested by the audit committee under the right to request expert assistance established in the Rules and regulations of the board of directors.
5.7. If a decision concerning the company’s significant transaction with a related party is made by the general meeting, the company should give all shareholders access to information necessary to assess the impact of the transaction on the interest of the company before the decision is made, including an opinion of the supervisory board referred to in principle 5.6.
The Company does not apply this principle.
This principle is not applied due to discrepancies between the Spanish and Polish legal provisions. The prior report analysing the transaction is issued by the audit committee instead of by the board of directors. As explained, in such report, the audit committee must assess whether the transaction is fair and reasonable from the company’s perspective and, if applicable, for the shareholders other than the related party, and inform about the assumptions on which the assessment is based as well as the methods used. Shareholders are provided with the audit committee’s report when they receive the call to the general shareholders’ meeting to which the transaction will be submitted for approval. Additionally, according to Spanish law and the Rules and regulations for the general shareholders’ meeting, from the first date of publication of the call to the general shareholders’ meeting through and including the fifth day prior to the date provided for the first call to the meeting, shareholders may send a written request for such reports or clarifications that they deem are required, or send questions that they deem pertinent, regarding the matters in the agenda. Shareholders can also request information or clarification on such matters at the meeting.
REMUNERATION
6.1. The remuneration of members of the management board and members of the supervisory board and key managers should be sufficient to attract, retain and motivate persons with skills necessary for proper management and supervision of the company. The level of remuneration should be adequate to the tasks and responsibilities delegated to individuals and their resulting accountability.
The principle is applied.
6.2. Incentive schemes should be constructed in a way necessary among others to tie the level of remuneration of members of the company’s management board and key managers to the actual long-term standing of the company measured by its financial and non-financial results as well as long-term shareholder value creation, sustainable development and the company’s stability.
The principle is applied.
6.3. If companies’ incentive schemes include a stock option programme for managers, the implementation of the stock option programme should depend on the beneficiaries’ achievement, over a period of at least three years, of pre-defined, realistic financial and non-financial targets and sustainable development goals adequate to the company, and the share price or option exercise price for the beneficiaries cannot differ from the value of the shares at the time when such programme was approved.
The Company does not apply this principle.
There is an incentive scheme in the Bank (the Digital Transformation Award) that includes stock options, which implementation depends on the beneficiaries achieving the relevant goals over a one-year period. This period has been considered adequate taking into consideration the purpose of the incentive, which is to attract and retain talent that will advance, accelerate and deepen the digital transformation of the Santander Group, and the milestones that need to be achieved in order for the incentive to accrue.
6.4. As the supervisory board performs its responsibilities on a continuous basis, the remuneration of supervisory board members cannot depend on the number of meetings held. The remuneration of members of committees, in particular the audit committee, should take into account additional workload on the committee.
The Company does not apply this principle.
This principle is not applied due to discrepancies between the laws, regulations and operational practices of the Bank as a Spanish entity and the respective practices in Poland. As explained above, the Bank cannot establish a two-tier board and therefore has a one-tier board of directors consisting of both executive and non-executive directors. In accordance with the Bylaws, the remuneration of directors (including executive directors) for the performance of supervisory and collective decision-making duties is set by the board of directors within the amount fixed by the shareholders, taking into account the roles each of them perform in the collective decision-making body, their committee membership and attendance and other objective circumstances the board might consider. Such compensation shall have two components: (a) a fixed annual amount, and (b) attendance fees. The amounts each director receives as an annual allotment (for serving on the board and its committees) and attendance fees is disclosed every year in the Bank’s annual report. As an exception, no attendance fees are set for the executive committee.
6.5. The level of remuneration of supervisory board members should not depend on the company’s short-term results.
The principle is applied.
DISCLOSURE POLICY, INVESTOR COMMUNICATIONS
1.1. Companies maintain efficient communications with capital market participants and provide fair information about matters that concern them. For that purpose, companies use diverse tools and forms of communication, including in particular the corporate website where they publish all information relevant for investors.
The principle is applied.
1.2. Companies make available their financial results compiled in periodic reports as soon as possible after the end of each reporting period; should that not be feasible for substantial reasons, companies publish at least preliminary financial estimates as soon as possible.
The principle is applied.
1.3.1. environmental factors, including measures and risks relating to climate change and sustainable development;
The principle is applied.
1.3.2. social and employee factors, including among others actions taken and planned to ensure equal treatment of women and men, decent working conditions, respect for employees’ rights, dialogue with local communities, customer relations.
The principle is applied.
1.4. To ensure quality communications with stakeholders, as a part of the business strategy, companies publish on their website information concerning the framework of the strategy, measurable goals, including in particular long-term goals, planned activities and their status, defined by measures, both financial and non-financial. ESG information concerning the strategy should among others:
The principle is applied.
1.4.1. explain how the decision-making processes of the company and its group members integrate climate change, including the resulting risks;
The principle is applied.
1.4.2. present the equal pay index for employees, defined as the percentage difference between the average monthly pay (including bonuses, awards and other benefits) of women and men in the last year, and present information about actions taken to eliminate any pay gaps, including a presentation of related risks and the time horizon of the equality target.
The principle is applied.
1.5. Companies disclose at least on an annual basis the amounts expensed by the company and its group in support of culture, sports, charities, the media, social organisations, trade unions, etc. If the company or its group pay such expenses in the reporting year, the disclosure presents a list of such expenses.
The principle is applied.
1.6. Companies participating in the WIG20, mWIG40 or sWIG80 index hold on a quarterly basis and other companies hold at least on an annual basis a meeting with investors to which they invite in particular shareholders, analysts, industry experts and the media. At such meetings, the management board of the company presents and comments on the strategy and its implementation, the financial results of the company and its group, and the key events impacting the business of the company and its group, their results and outlook. At such meetings, the management board of the company publicly provides answers and explanations to questions raised.
The principle is applied.
1.7. If an investor requests any information about a company, the company replies immediately and in any case no later than within 14 days.
The principle is applied.
MANAGEMENT BOARD, SUPERVISORY BOARD
2.1. Companies should have in place a diversity policy applicable to the management board and the supervisory board, approved by the supervisory board and the general meeting, respectively. The diversity policy defines diversity goals and criteria, among others including gender, education, expertise, age, professional experience, and specifies the target dates and the monitoring systems for such goals. With regard to gender diversity of corporate bodies, the participation of the minority group in each body should be at least 30%.
The Company does not apply this principle.
As a preliminary consideration, which would apply to all comments included in this form, it should be noted that Banco Santander, S.A. (the “Bank”) is a company incorporated and operating under the laws of Spain. In this regard, Spanish companies (other than those taking the corporate form of a European company – sociedad anónima europea) cannot establish a two-tier board and therefore have a one-tier board consisting of both executive and non-executive directors, while the Code of Best Practices for WSE Listed Companies that entered into force on 1 July 2021 (the “2021 WSE Code”) assumes that a company will have separate supervisory and management boards. Consequently, it should be noted that in assessing the level of compliance with the 2021 WSE Code, references to the supervisory board and the management board have been construed to refer to the board of directors. This principle is not being fully applied. The Bank meets the diversity target, as 40% of its board members are female, which is well above the average for large listed companies in Europe. However, the diversity policy, which covers the content established in principle 2.1, is not approved by the general shareholders’ meeting as it instead falls under the powers of the board of directors. Both the Bank’s Bylaws and Rules and regulations of the board state that the board must ensure that the procedures to select its members promote gender diversity, experience and knowledge and are not implicitly biased and entail any form of discrimination. Besides, every year shareholders have the opportunity to take a stand on the gender diversity measures carried out by the Bank, as the statement of non-financial information, which includes detailed information on this matter, is submitted for approval at the ordinary general shareholders’ meeting, as a separate item of the agenda. Above all, the Bank promotes equal opportunities for all employees and gender equality at all levels of the Company and its Group, and over the last few years has rolled out numerous initiatives aimed at promoting equality and diversity.
2.2. Decisions to elect members of the management board or the supervisory board of companies should ensure that the composition of those bodies is diverse by appointing persons ensuring diversity, among others in order to achieve the target minimum participation of the minority group of at least 30% according to the goals of the established diversity policy referred to in principle 2.1.
The principle is applied.
2.3. At least two members of the supervisory board meet the criteria of being independent referred to in the Act of 11 May 2017 on Auditors, Audit Firms and Public Supervision, and have no actual and material relations with any shareholder who holds at least 5% of the total vote in the company.
The principle is applied.
2.4. The supervisory board and the management board vote in an open ballot unless otherwise required by law.
The principle is applied.
2.5. Members of the supervisory board and members of the management board who vote against a resolution may have their dissenting vote recorded in the minutes.
The principle is applied.
2.6. Functions on the management board of a company are the main area of the professional activity of management board members. Management board members should not engage in additional professional activities if the time devoted to such activities prevents their proper performance in the company.
The Company does not apply this principle.
As explained above, the Bank cannot establish a two-tier board and therefore has a one-tier board of directors consisting of both executive and non-executive directors. Principle 2.6. is applied with regard to executive directors, whose main area of professional activity is the performance of their executive functions at the Group. However, in accordance with Spanish legislation, non-executive directors may hold other positions, which may be the main area of their professional activities, provided that they do not exceed the maximum number of directorships legally established, they devote sufficient time to the exercise of their duties in the Bank and they do not put them in a permanent conflict of interest situation. The maximum number of directorships a board member may hold is established, as provided for in article 30 of the Rules and regulations of the board, in article 26 of Spanish Law 10/2014 on the ordering, supervision and solvency of credit institutions. This rule is further developed by articles 29 and subsequent of Royal Decree 84/2015 and by Rules 30 and subsequent of Bank of Spain Circular 2/2016.
2.7. A company’s management board members may sit on corporate bodies of companies other than members of its group subject to the approval of the supervisory board.
The Company does not apply this principle.
In accordance with Spanish legislation and the Bank’s Rules and regulations of the board of directors, board members shall inform the Bank’s nomination committee about their other professional obligations, including whether they are board members in other entities that do not form part of the Group, in order to assess whether such obligations might interfere with the dedication required from directors for the effective performance of their work or put them in a conflict of interest situation and to verify the compliance with the maximum number of directorships board members may hold. If the nomination committee’s assessment is positive, no approval from the board of directors is required. Moreover, every year, the nomination committee conducts a suitability reassessment and the results are reported to the board of directors, including information on the estimated time devoted by directors to other roles and/or professional activities to date, so that the board can confirm they are in a position to exercise good governance as directors of the Bank.
2.8. Supervisory board members should be able to devote the time necessary to perform their duties.
The principle is applied.
2.9. The chair of the supervisory board should not combine this function with that of chair of the audit committee of the supervisory board.
The principle is applied.
2.10. Companies allocate administrative and financial resources necessary to ensure efficient functioning of the supervisory board in a manner adequate to their size and financial standing.
The principle is applied.
2.11.1. information about the members of the supervisory board and its committees, including indication of those supervisory board members who fulfil the criteria of being independent referred to in the Act of 11 May 2017 on Auditors, Audit Firms and Public Supervision and those supervisory board members who have no actual and material relations with any shareholder who holds at least 5% of the total vote in the company, and information about the members of the supervisory board in the context of diversity;
The principle is applied.
2.11.2. summary of the activity of the supervisory board and its committees;
The principle is applied.
2.11.3. assessment of the company’s standing on a consolidated basis, including assessment of the internal control, risk management and compliance systems and the internal audit function, and information about measures taken by the supervisory board to perform such assessment; such assessment should cover all significant controls, in particular reporting and operational controls;
The principle is applied.
2.11.4. assessment of the company’s compliance with the corporate governance principles and the manner of compliance with the disclosure obligations concerning compliance with the corporate governance principles defined in the Exchange Rules and the regulations on current and periodic reports published by issuers of securities, and information about measures taken by the supervisory board to perform such assessment;
The Company does not apply this principle.
Until 2017, the Bank prepared and disclosed annually, when calling the ordinary general shareholders’ meeting, a report regarding the level of compliance with the Warsaw Stock Exchange corporate governance rules set forth in the Code of Best Practices for GPW Listed Companies. In 2018, the Bank ceased to publish such report as the corresponding requirement was removed from Polish law. However, entities were required to inform of any incidental breach or permanent non-application of a Corporate Governance Rule adopted by the WSE. Every year, the Bank publishes its annual report on corporate governance, which forms part of its annual report, that is submitted for approval of the annual general shareholders’ meeting, and which includes detailed information on diverse corporate governance matters, such as the measures taken towards meeting the Bank’s governance goals and preserving strong governance discipline and the degree of compliance with the corporate governance recommendations included in the Spanish Good Governance Code of Listed Companies. However, disclosure of compliance with the principles of the Polish Code of the Best Practices WSE was not provided in the Annual Report. Such information will be provided in the 2021 and subsequent annual reports.
2.11.5. assessment of the rationality of expenses referred to in principle 1.5;
The principle is applied.
2.11.6. information regarding the degree of implementation of the diversity policy applicable to the management board and the supervisory board, including the achievement of goals referred to in principle 2.1.
The principle is applied.
INTERNAL SYSTEMS AND FUNCTIONS
3.1. Listed companies maintain efficient internal control, risk management and compliance systems and an efficient internal audit function adequate to the size of the company and the type and scale of its activity; the management board is responsible for their functioning.
The principle is applied.
3.2. Companies’ organisation includes units responsible for the tasks of individual systems and functions unless it is not reasonable due to the size of the company or the type of its activity.
The principle is applied.
3.3. Companies participating in the WIG20, mWIG40 or sWIG80 index appoint an internal auditor to head the internal audit function in compliance with generally accepted international standards for the professional practice of internal auditing. In other companies which do not appoint an internal auditor who meets such requirements, the audit committee (or the supervisory board if it performs the functions of the audit committee) assesses on an annual basis whether such person should be appointed.
The principle is applied.
3.4. The remuneration of persons responsible for risk and compliance management and of the head of internal audit should depend on the performance of delegated tasks rather than short-term results of the company.
The principle is applied.
3.5. Persons responsible for risk and compliance management report directly to the president or other member of the management board.
The principle is applied.
3.6. The head of internal audit reports organisationally to the president of the management board and functionally to the chair of the audit committee or the chair of the supervisory board if the supervisory board performs the functions of the audit committee.
The principle is applied.
3.7. Principles 3.4 to 3.6 apply also to members of the company’s group which are material to its activity if they appoint persons to perform such tasks.
The principle is applied.
3.8. The person responsible for internal audit or the management board if such function is not performed separately in the company reports to the supervisory board at least once per year with their assessment of the efficiency of the systems and functions referred to in principle 3.1 and tables a relevant report.
The principle is applied.
3.9. The supervisory board monitors the efficiency of the systems and functions referred to in principle 3.1 among others on the basis of reports provided periodically by the persons responsible for the functions and the company’s management board, and makes annual assessment of the efficiency of such systems and functions according to principle 2.11.3. Where the company has an audit committee, the audit committee monitors the efficiency of the systems and functions referred to in principle 3.1, which however does not release the supervisory board from the annual assessment of the efficiency of such systems and functions.
The principle is applied.
3.10. Companies participating in the WIG20, mWIG40 or sWIG80 index have the internal audit function reviewed at least once every five years by an independent auditor appointed with the participation of the audit committee.
COM_SDEBI_ZASADA_MNIE_NIE_DOTYCZY.
This principle is not applicable as the Bank does not participate in the WIG20, mWIG40 or sWIG80 index.
GENERAL MEETING, SHAREHOLDER RELATIONS
4.1. Companies should enable their shareholders to participate in a general meeting by means of electronic communication (e-meeting) if justified by the expectations of shareholders notified to the company, provided that the company is in a position to provide the technical infrastructure necessary for such general meeting to proceed.
The principle is applied.
4.2. Companies set the place and date and the form of a general meeting so as to enable the participation of the highest possible number of shareholders. For that purpose, companies strive to ensure that the cancellation of a general meeting, change of its date or break in its proceedings take place only if justified and do not prevent or limit the exercising of the shareholders’ rights to participate in the general meeting.
The principle is applied.
4.3. Companies provide a public real-life broadcast of the general meeting.
The principle is applied.
4.4. Presence of representatives of the media is allowed at general meetings.
The principle is applied.
4.5. If the management board becomes aware a general meeting being convened pursuant to Article 399 § 2 – 4 of the Commercial Companies Code, the management board immediately takes steps which it is required to take in order to organise and conduct the general meeting. The foregoing applies also where a general meeting is convened under authority granted by the registration court according to Article 400 § 3 of the Commercial Companies Code.
The Company does not apply this principle.
This principle cannot be applied due to discrepancies between the laws and regulations and operational practices of the Bank as a foreign entity and the respective laws and practices in Poland. In particular, the rules and regulations of general meetings of the Company are subject to Spanish legislation, which is similar to the Polish regulations referred to in this principle, with the following exceptions: (i)as explained above, the Bank does not have a supervisory board and therefore the board is the only corporate body empowered to convene a general meeting (Article 399 § 2); and (ii)shareholders representing 50% of the share capital cannot convene an extraordinary general meeting (Article 399 § 3). However, under Spanish law, shareholders holding at least three percent of the share capital of a listed company have the right to request a call for an extraordinary general meeting (and such request must set out the matters to be addressed at such meeting). In such case, the directors must convene a general meeting within two months from the date on which the request is submitted; otherwise, a court clerk (secretario judicial) or a commercial registrar corresponding to the Company’s corporate domicile may convene the general meeting. In addition, if the board does not convene an ordinary annual general meeting within the first six months of the relevant fiscal year, a court clerk or a commercial registrar corresponding to the Company’s corporate domicile may convene such meeting following a request by any shareholder.
4.6. To help shareholders participating in a general meeting to vote on resolutions with adequate understanding, draft resolutions of the general meeting concerning matters and decisions other than points of order should contain a justification, unless it follows from documentation tabled to the general meeting. If a matter is put on the agenda of the general meeting at the request of a shareholder or shareholders, the management board requests presentation of the justification of the proposed resolution, unless previously presented by such shareholder or shareholders.
The principle is applied.
4.7. The supervisory board issues opinions on draft resolutions put by the management board on the agenda of the general meeting.
The Company does not apply this principle.
This principle is not fully applied due to discrepancies between the laws, regulations and operational practices of the Bank as a Spanish entity and the respective practices in Poland. According to the Spanish Companies Act, only certain resolution proposals submitted to the shareholders at the general shareholders meeting must be accompanied by a directors’ report. The board of directors only issues reports on the proposals submitted to the general shareholders’ meeting when it is legally required to do so or when it is found appropriate, considering the relevant proposal.
4.8. Draft resolutions of the general meeting on matters put on the agenda of the general meeting should be tabled by shareholders no later than three days before the general meeting.
The principle is applied.
4.9.1. candidates for members of the supervisory board should be nominated with a notice necessary for shareholders present at the general meeting to make an informed decision and in any case no later than three days before the general meeting; the names of candidates and all related documents should be immediately published on the company’s website;
The principle is applied.
4.9.2. candidates for members of the supervisory board make a declaration concerning fulfilment of the requirements for members of the audit committee referred to in the Act of 11 May 2017 on Auditors, Audit Firms and Public Supervision and having actual and material relations with any shareholder who holds at least 5% of the total vote in the company.
The Company does not apply this principle.
This principle is not fully applied due to discrepancies between the Spanish and Polish legal provisions. However, upon taking office, the appointed or re-elected director formally undertakes to fulfil the obligations and duties prescribed in the Spanish applicable laws for credit institutions as well as in the Bank’s internal regulations (mainly, the Bylaws and the Rules and regulations of the board).
4.10. Any exercise of the rights of shareholders or the way in which they exercise their rights must not hinder the proper functioning of the governing bodies of the company.
The principle is applied.
4.11. Members of the management board and members of the supervisory board participate in a general meeting, at the location of the meeting or via means of bilateral real-time electronic communication, as necessary to speak on matters discussed by the general meeting and answer questions asked at the general meeting. The management board presents to participants of an annual general meeting the financial results of the company and other relevant information, including non-financial information, contained in the financial statements to be approved by the general meeting. The management board presents key events of the last financial year, compares presented data with previous years, and presents the degree of implementation of the plans for the last year.
The principle is applied.
4.12. Resolutions of the general meeting concerning an issue of shares with subscription rights should specify the issue price or the mechanism of setting the price or authorise the competent body to set the price prior to the subscription right record date within a timeframe necessary for investors to make decisions.
The principle is applied.
4.13. Resolutions concerning a new issue of shares with the exclusion of subscription rights which grant pre-emptive rights for new issue shares to selected shareholders or other entities may pass subject at least to the following three criteria:
a) the company has a rational, economically justified need to urgently raise capital or the share issue is related to rational, economically justified transactions, among others such as a merger with or the take-over of another company, or the shares are to be taken up under an incentive scheme established by the company;
b) the persons granted the pre-emptive right are to be selected according to objective general criteria;
c) the purchase price of the shares is in a rational relation with the current share price of the company or is to be determined in book-building on the market.
The principle is applied.
4.14. Companies should strive to distribute their profits by paying out dividends. Companies may retain all their earnings subject to any of the following criteria:
a) the earnings are minimal and consequently the dividend would be immaterial in relation to the value of the shares;
b) the company reports uncovered losses from previous years and the earnings are used to reduce such losses;
c) the company can demonstrate that investment of the earnings will generate tangible benefits for the shareholders;
d) the company generates insufficient cash flows to pay out dividends;
e) a dividend payment would substantially increase the risk to covenants under the company’s binding credit facilities or terms of bond issue;
f) retention of the company’s earnings follows recommendations of the authority which supervises the company by virtue of its business activity.
The principle is applied.
CONFLICT OF INTEREST, RELATED PARTY TRANSACTIONS
5.1. Members of the management board and members of the supervisory board notify the management board or the supervisory board, respectively, of any conflict of interest which has arisen or may arise, and refrain from discussions on the issue which may give rise to such a conflict of interest in their case.
The principle is applied.
5.2. Where a member of the management board or a member of the supervisory board concludes that a decision of the management board or the supervisory board, respectively, is in conflict with the interest of the company, he or she should request that the minutes of the management board or supervisory board meeting show his or her dissenting opinion.
The principle is applied.
5.3. No shareholder should have preference over other shareholders in related party transactions. The foregoing also concerns transactions concluded by the company’s shareholders with members of the company’s group.
The principle is applied.
5.4. Companies may buy back their own shares only in a procedure which respects the rights of all shareholders.
The principle is applied.
5.5. If a transaction concluded by a company with its related party requires the consent of the supervisory board, before giving its consent the supervisory board assesses whether to ask a prior opinion of a third party which can provide valuation of the transaction and review its economic impact.
The Company does not apply this principle.
This principle is not applied due to discrepancies between the Spanish and Polish legal provisions. Under Spanish law, a prior report by the audit committee is required when related-party transactions require approval from the board, which is the general rule, or from the general shareholders’ meetings, which occurs when the amount or value of the transaction is equal to or exceeds 10% of the company’s total assets according to the last consolidated annual balance sheet approved by the company’s general shareholders’ meeting. The audit committee must assess whether the transaction is fair and reasonable from the company’s perspective and, if applicable, for the shareholders other than the related party, and inform about the assumptions on which the assessment is based as well as the methods used. Third party opinions are not required unless requested by the board or the audit committee under the right to request expert assistance established in the Bank’s Rules and regulations of the board of directors.
5.6. If a related party transaction requires the consent of the general meeting, the supervisory board issues an opinion on the rationale of such transaction. In that case, the supervisory board assesses whether to ask a prior opinion of a third party referred to in principle 5.5.
The Company does not apply this principle.
This principle is not applied due to discrepancies between the Spanish and Polish legal provisions. As explained above, under Spanish law, when related-party transactions require approval from the general shareholders’ meetings, which occurs when the amount or value of the transaction is equal to or exceeds 10% of the company’s total assets according to the last consolidated annual balance sheet approved by the company’s general shareholders’ meeting, a prior report by the audit committee is required. The audit committee must assess whether the transaction is fair and reasonable from the company’s perspective and, if applicable, for the shareholders other than the related party, and inform about the assumptions on which the assessment is based as well as the methods used. Third party opinions are not required unless requested by the audit committee under the right to request expert assistance established in the Rules and regulations of the board of directors.
5.7. If a decision concerning the company’s significant transaction with a related party is made by the general meeting, the company should give all shareholders access to information necessary to assess the impact of the transaction on the interest of the company before the decision is made, including an opinion of the supervisory board referred to in principle 5.6.
The Company does not apply this principle.
This principle is not applied due to discrepancies between the Spanish and Polish legal provisions. The prior report analysing the transaction is issued by the audit committee instead of by the board of directors. As explained, in such report, the audit committee must assess whether the transaction is fair and reasonable from the company’s perspective and, if applicable, for the shareholders other than the related party, and inform about the assumptions on which the assessment is based as well as the methods used. Shareholders are provided with the audit committee’s report when they receive the call to the general shareholders’ meeting to which the transaction will be submitted for approval. Additionally, according to Spanish law and the Rules and regulations for the general shareholders’ meeting, from the first date of publication of the call to the general shareholders’ meeting through and including the fifth day prior to the date provided for the first call to the meeting, shareholders may send a written request for such reports or clarifications that they deem are required, or send questions that they deem pertinent, regarding the matters in the agenda. Shareholders can also request information or clarification on such matters at the meeting.
REMUNERATION
6.1. The remuneration of members of the management board and members of the supervisory board and key managers should be sufficient to attract, retain and motivate persons with skills necessary for proper management and supervision of the company. The level of remuneration should be adequate to the tasks and responsibilities delegated to individuals and their resulting accountability.
The principle is applied.
6.2. Incentive schemes should be constructed in a way necessary among others to tie the level of remuneration of members of the company’s management board and key managers to the actual long-term standing of the company measured by its financial and non-financial results as well as long-term shareholder value creation, sustainable development and the company’s stability.
The principle is applied.
6.3. If companies’ incentive schemes include a stock option programme for managers, the implementation of the stock option programme should depend on the beneficiaries’ achievement, over a period of at least three years, of pre-defined, realistic financial and non-financial targets and sustainable development goals adequate to the company, and the share price or option exercise price for the beneficiaries cannot differ from the value of the shares at the time when such programme was approved.
The Company does not apply this principle.
There is an incentive scheme in the Bank (the Digital Transformation Award) that includes stock options, which implementation depends on the beneficiaries achieving the relevant goals over a one-year period. This period has been considered adequate taking into consideration the purpose of the incentive, which is to attract and retain talent that will advance, accelerate and deepen the digital transformation of the Santander Group, and the milestones that need to be achieved in order for the incentive to accrue.
6.4. As the supervisory board performs its responsibilities on a continuous basis, the remuneration of supervisory board members cannot depend on the number of meetings held. The remuneration of members of committees, in particular the audit committee, should take into account additional workload on the committee.
The Company does not apply this principle.
This principle is not applied due to discrepancies between the laws, regulations and operational practices of the Bank as a Spanish entity and the respective practices in Poland. As explained above, the Bank cannot establish a two-tier board and therefore has a one-tier board of directors consisting of both executive and non-executive directors. In accordance with the Bylaws, the remuneration of directors (including executive directors) for the performance of supervisory and collective decision-making duties is set by the board of directors within the amount fixed by the shareholders, taking into account the roles each of them perform in the collective decision-making body, their committee membership and attendance and other objective circumstances the board might consider. Such compensation shall have two components: (a) a fixed annual amount, and (b) attendance fees. The amounts each director receives as an annual allotment (for serving on the board and its committees) and attendance fees is disclosed every year in the Bank’s annual report. As an exception, no attendance fees are set for the executive committee.
6.5. The level of remuneration of supervisory board members should not depend on the company’s short-term results.
The principle is applied.
| Data | Imię i Nazwisko | Stanowisko | Podpis | ||
| 2021-07-27 16:42:08 | Anna Kapica | attorney-in-fact |
