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.

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 WSE-Listed Companies 2021 issued by the Warsaw Stock Exchange by way of resolution no. 13/1834/2021 of the Warsaw Stock Exchange Supervisory Board of 29 March 2021.

Best Practice for WSE-Listed Companies 2021

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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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:

  • company notifications, referred to in Article 5.5 of the Commercial Companies and Partnerships Code, and 
  • updates on important transactions with related entities, referred to in Article 90i of the Act on Public Offering and Terms and Conditions of Introduction of Financial Instruments into the Organised Trading and on Public Companies of 29 July 2005.
     

Notice: Material transaction of the Bank’s subsidiary with a related entity of 20.09.2021