Corporate Governance

ING Bank Śląski S.A.(“Bank”) applies the “Principles of Corporate Governance for Supervised Institutions” introduced by Resolution No. 218/2014 of the Polish Financial Supervision Authority of 22 July 2014 (Official Journal of the PFSA, item 17) (“Principles of Corporate Governance”). The Principles of Corporate Governance were accepted in the Report of the Bank Management Board of 30 December 2014, the content of which has been enclosed below. Following the amendments to the Bank Charter introduced by Resolution No. 26 of the Ordinary General Meeting of the Bank of 31 March 2015 – the Bank applies all the principles specified in the Principles of Corporate Governance. At the same time, by Resolution No. 25 of 31 March 2015, the Ordinary General Meeting of the Bank accepted the Report of the Bank Management Board of 30 December 2014 and declared its readiness to apply the Principles of Corporate Governance in the part relating to shareholders and the relationship of the Bank as a supervised institution with its shareholders, on the terms set out in this resolution. The text of the resolution can be found on the Bank’s website. From 2020 onwards the Ordinary General Meeting has been conducted in the manner providing for electronic participation, the Bank also applies fully the principle under Article 8.4 of the Principles of Corporate Governance accordingly.

Principles of Corporate Governance for Supervised Institutions

Bank Management Board Report on Observance of “Principles of Corporate Governance for Supervised Institutions” at ING Bank Śląski S.A. of 30 December 2014

Current statement of the Bank Management Board covering the extent of application of the Principles of Corporate Governance included in the ING Bank Śląski S.A. Management Board statement on the application of corporate governance principles being the part of the Management Board Report on Operations of ING Bank Śląski S.A. Group in 2023

Assessment of the Bank’s application of the principles of corporate governance and of the Bank’s compliance with disclosure duties as to their application, as laid down in the WSE Rules and regulations on current and interim information provided by securities issuers

Assessment of ING Bank Śląski S.A.’s application of Principles of Corporate Governance for Supervised Institutions in 2023

Disclosure policy as regards communication with shareholders, investors and other equity market participants, as well as the media

Disclosure policy as regards communication with clients

Bank organisational structure

List of the Bank Centres within Corporate Network

List of bank outlets within the Retail Clients Division

ING Bank Śląski S.A. hereby advises that the Management Board and the Supervisory Board adopted their respective resolutions concerning the adoption of the content included in the Best Practice for the GPW Listed Companies 2021 issued by the Warsaw Stock Exchange (WSE, GPW) by way of resolution no. 13/1834/2021 of the Warsaw Stock Exchange Supervisory Board of 29 March 2021.

Best Practice for GPW Listed Companies 2021

ING Bank Śląski S.A. applies the Best Practice for GPW Listed Companies 2021 as specified below:

A statement on the company's compliance with the corporate governance principles contained in Best Practice for GPW Listed Companies 2021

Current statement of the Bank Management Board covering the extent of application of the Principles of Corporate Governance included in the ING Bank Śląski S.A. Management Board statement on the application of corporate governance principles being the part of the Management Board Report on Operations of ING Bank Śląski S.A. Group in 2023

Assessment of the Bank’s application of the principles of corporate governance and of the Bank’s compliance with disclosure duties as to their application, as laid down in the WSE Rules and regulations on current and interim information provided by securities issuers

Assessment of ING Bank Śląski S.A.’s application of Principles of Corporate Governance for Supervised Institutions in 2023

1. DISCLOSURE POLICY, INVESTOR COMMUNICATIONS
In the interest of all market participants and their own interest, listed companies ensure quality investor communications and pursue a transparent and fair disclosure policy.

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.

a) basic corporate documents, and in particular the company’s charter, the General Meeting, Supervisory Board and Management Board By-laws, adopted policies and Best Practice principles
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b) the composition of the Management Board, Supervisory Board and its Committees, the professional CVs of the members of those bodies, including information on the fulfilment by the members of the Supervisory Board of the criteria of independence, knowledge and competence in the area of accounting or financial auditing, as well as the knowledge of the sector in which the company operates

c) information on the incentive scheme implemented by the company and on the previous incentive schemes implementation
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d) selected financial data of the company (statement of financial position, income statement of companies, cash flow including notes) for the last 5 years of business in a format enabling the recipients to process such data
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e) updated presentation including at least the discussion on the last published financial results and the present situation of the market for the sector in which the company operates, the basic corporate information concerning the company’s capital group structure (the parent entity and subsidiaries), number of issued shares, shareholding structure, dividend policy, recent and coming events relevant for shareholders
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f) information materials published by the company concerning the company’s strategy, operations and financial results, prepared e.g. for the open meetings with investors, for media or promotion purposes

g) published recommendations and analyses concerning the company
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h) information concerning changes in the share capital and all operations on company’s shares
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i) calendar of corporate events leading to the acquisition or limitation of rights of a shareholder, calendar with publication dates of financial reports, meetings with investors and of press conferences, as well as of other events relevant to investors
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j) recordings of the chats with investors, audio/video recordings of the meetings with investors
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k) Q&A section for issues addressed both by shareholders and non-shareholders to the company
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l) current and periodic information, as well as information on application of principles of corporate governance published pursuant to the WSE Rules

m) information concerning the communication channels with the company, including the telephone number and e-mail address, as well as indication of the manner and of the usual response time
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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:

1.4.1. explain how the decision-making processes of the company and its group members integrate climate change, including the resulting risks.
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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.
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At ING Bank Śląski S.A. (The "Bank") the Tax Strategy, introduced by the Order of the President of the Bank's Management Board of December 23, 2021 is in force. The Strategy regulates the principles that the Bank follows in relation to tax matters.

Tax Strategy of ING Bank Śląski S.A

Updates and notifications concerning the company, required by binding law, which were not published elsewhere on the Bank website, are published in this place, including:

Principles of Corporate Governance for Supervised Institutions

Code of Best Practice for GPW Listed Companies 2021

Tax Strategy

Other announcements required by law