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Santander Bank Polska S.A.

AGM Information Apr 19, 2023

5801_rns_2023-04-19_37a471b3-23ed-4092-a45d-207988609821.pdf

AGM Information

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Appendix no. 3 to the Annual General Meeting Resolution no. 17 of 19 April 2023

Supervisory Board Santander Bank Polska S.A.

Adequacy assessment of the Internal Regulations related to the Supervisory Board (self-assessment)

On 23 February 2023, the Supervisory Board of Santander Bank Polska S.A. (the "Bank") made the selfassessment of the following regulations related to it, i.e.:

  • Bank's Statute,
  • Terms of reference of the Supervisory Board,
  • Regulations of the Audit and Compliance Committee,
  • Regulations of the Risk Committee,
  • Regulations of the Remunerations Committee,
  • Regulations of the Nominations Committee,
  • Internal governance rules of Santander Bank Polska S.A. and
  • Corporate governance rules of Santander Bank Polska Group.

During the self-assessment process it was pointed out that regulations are periodically reviewed, when the necessity of amendments is identified (due to regulation changes or current needs of adjustments in order to ensure effective functioning of the Supervisory Board or its committees.

In 2022 there were several changes in the regulations indicated above, mainly to adjust them to amendments to the Commercial Companies Code, to Recommendation Z and to reflect the group standards.

The Supervisory Board, after thorough analysis of the regulations, found that they regulate all the required issues, are adequate and enable it to operate effectively and efficiently. The regulations adequately reflect the specificity of the Bank's operations, as well as its size and organizational structure. In addition, they meet all regulatory requirements resulting from legal provisions, recommendations of the Polish Financial Supervision Authority, as well as the EBA Guidelines related to the internal governance.

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