Santander Bank Polska S.A.

Governance Information • Dec 13, 2022

Appendix 1 to Resolution of the Annual General Meeting Santander Bank Polska S.A. of 16 May 2019

POLICY ON THE SUITABILITY ASSESSMENT OF THE SUPERVISORY BOARD MEMBERS IN SANTANDER BANK POLSKA S.A.

Table of contents

1. INTRODUCTION2
2. DEFINITIONS3
3. GENERAL PRINCIPLES3
4. SUITABILITY ASSESSMENT PROCESS5
5. ASSESSMENT OF THE INDIVIDUAL SUITABILITY OF SUPERVIORY
BOARD MEMBERS9
6. ASSESSMENT OF COLLECTIVE SUITABILITY OF THE SUPERVISORY
BOARD 13
7. DIVERSITY IN THE SUPERVISORY BOARD'S COMPOSITION 15
8. POST-ASSESSMENT MEASURES15
9. APPENDIX A – SKILLS18
10. APPENDIX B – SUFFICIENT TIME COMMITMENT 20
General Criteria 20
Limitation of directorships21
11. APPENDIX C – DOCUMENTATION REQUIREMENTS FOR INITIAL
APPOINTMENTS OF SUPERVISORY BOARD MEMBERS22
12. ANNEX E – CRITERIA TO QUALIFY AS INDEPENDENT 27

1. INTRODUCTION

Striving to ensure adequate selection of the Supervisory Board members, the Bank introduces this Policy on Suitability Assessment of Supervisory Board Members in Santander Bank Polska S.A. based on the Joint Guidelines of the European Securities and Markets Authority and the European Banking Authority no. EBA/GL/2021/06, Guidelines of the European Banking Authority EBA/GL/2017/11 on internal management and the applicable provisions of law, in particular the Banking Act and the Commercial Companies Code, Recommendation Z issued by the Polish Financial Supervision Authority (the KNF) on internal governance in banks and the "Methodology for assessing the suitability of members of the governing bodies of the entities supervised by the Polish Financial Supervision Authority."

The Bank strives to ensure that the Supervisory Board members and candidates for this function should at all times have professional skills appropriate for their positions, required knowledge and experience as well as good repute both in their professional and private lives.

Members of the Supervisory Board, should have, gain and upgrade knowledge and skills required to perform their duties and functions. Banks should provide them with upskilling options, such as tailored training sessions or other personal development initiatives. The training should not be limited to the areas of their direct responsibility. Training sessions, in particular for new appointees, should contribute to their understanding of the Bank's internal governance framework, including its organisational framework, business model and risk profile as well as their roles in these areas. The Bank should provide sufficient time, financial and other resources for training.

In order to promote diversity policy and to avoid any forms of discrimination, as well as to engage a broad set of qualities and competences, perspectives and experience on the Supervisory Board needed to support independence of mind and informed decision making based on a wide array of criteria, the Bank makes all efforts to ensure that candidates for the Supervisory Board members have a broad set of qualities and competencies as well as demonstrate independence of mind.

The Bank strives to ensure that the Supervisory Board members exercise adequate supervision over, among others, the risk of money laundering and terrorism financing.

This Policy serves as a reference document to be adopted by other Bank Group's subsidiaries obliged to carry out suitability assessment of the individuals covered by this Policy. The subsidiaries develop their own documents and introduce required changes following consultations with the Bank. The Policy applied by the Bank's subsidiaries should reflect the business profile of these entities.

For matters not directly regulated in this Policy, the Guidelines or the Methodology will apply in the process of suitability assessment.

2. DEFINITIONS

Bank – Santander Bank Polska S.A. with its registered office in Warsaw,

Banco Santander – Banco Santander S.A.

Committee – Nominations Committee of the Supervisory Board,

Bank Group – the Bank and its subsidiaries as per Article 4(1)(9) of the Banking Act,

Policy – this Policy on Suitability Assessment of Supervisory Board members in Santander Bank Polska S.A.,

Guidelines – Guidelines of the European Securities and Markets Authority [ESMA] and of the European Banking Authority [EBA] no. EBA/GL/2017/12,

Methodology – Suitability assessment methodology for members of governing bodies of entities supervised by the KNF,

Competence Profile – detailed set of benchmark criteria for assessing the suitability of the Supervisory Board members and candidates for the role of Supervisory Board members (Individual Competence Profile) and for assessing the collective suitability of the Supervisory Board (Collective Competence Profile),

Personal Questionnaire – detailed set of information on the assessed individual's educational background, their professional career, duties and responsibilities in individual positions, performed functions, management experience and people management experience,

General Meeting – General Meeting of Shareholders of Santander Bank Polska S.A.,

Individual Assessment Forms – template individual assessment forms for members of a body of a supervised entity or the Audit and Compliance Committee member, along with appendices (auxiliary forms), as set out in the Methodology,

Collective Assessment Forms – collective suitability assessment form for a management body or the Audit and Compliance Committee specified in the Methodology.

Any references to risk in this Policy cover also issues related to money laundering and terrorism financing, environmental risk, social risk and issues related to corporate governance.

3. GENERAL PRINCIPLES

• 1. This Policy applies to the Supervisory Board members and candidates for performing the roles of the Supervisory Board members.
• 1. Assessment of the individual suitability of the Supervisory Board's prospective member:
  2. a) nominated by a shareholder (without prior engagement of the Committee) is made after formal presentation of the shareholder's nomination at the Bank in line with the applicable laws,
• b) selected in a recruitment process after the Committee's selection from one to three candidates to perform a given function, the Committee carries out the suitability assessment and recommends one candidate selected to: (i) the Supervisory Board, (ii) the Annual General Meeting (iii) relevant unit in Banco Santander in charge of the suitability assessment of the candidate as per separate regulations.
• 1. The suitability assessment is carried out by the Committee independently of the assessment process conducted by Banco Santander and all decisions are taken by authorised units and bodies of the Bank.
• 1. This Policy regulates the following issues applicable to persons subject hereto:
  2. a) key requirements related to knowledge, skills and experience, assurance of proper exercise of duties (their good repute, honesty, integrity, reliability as well as their capability to ensure sound and prudent management of the bank),
  3. b) procedure for suitability assessment,
  4. c) the manner of documenting suitability assessments and their results.
• 1. When defining the composition of the Supervisory Board, including the number of its members as well as the number of independent Supervisory Board members, the Bank should take into account specifically:
  2. a) size and complexity of the organisational structure,
  3. b) the Bank's business nature (legal status, scope and area of activity, sources of funding),
  4. c) the Bank's business plans,
  5. d) position and significance of the Bank in the banking system,
  6. e) shareholding structure,
  7. f) the need to ensure the Supervisory Board members possess knowledge on the Bank, its business, structure and markets where it operates.
• 1. When assessing the suitability of Supervisory Board members, all important circumstances for the assessment known at the time of the assessment irrespective of their time and venue should be taken into consideration. Specifically, the potential or future impact of these circumstances on the suitability assessment of a Supervisory Board member should be considered.
• 1. When assessing knowledge, skills and experience of Supervisory Board members or prospective members, the nature, scale and complexity of the Bank's business should be taken into account as well as responsibilities of the function in question, theoretical knowledge acquired through education and training and practical skills gained from previous positions.
• 1. Members of the Supervisory Board should have up-to-date knowledge commensurate with their responsibilities as well as an adequate understanding of other areas for which the Supervisory Board is responsible. Members of the Supervisory Board should collectively have a full understanding of the business of the Bank and its risks as well as sufficient expertise and experience in each significant area of the operations that the Bank intends to run so as to ensure its effective management and oversight.
• 1. The criteria cover also the assessment of the assurance of proper exercise of duties by the assessed individual, including their good repute, honesty and integrity as well as their capability to ensure sound and prudent management of the Bank. The

assessment should be irrespective of the nature, size and complexity of the Bank's business.

1. The Supervisory Board and the Committee should monitor the effectiveness of applying the Policy in the Bank and review it on a regular basis. If necessary, the Supervisory Board should present to the Annual General Meeting recommendations with regard to amendments to the Policy, taking into account the recommendations of the Committee and the internal audit unit.

4. SUITABILITY ASSESSMENT PROCESS

• 1. The assessment of knowledge, skills and experience of persons subject to this Policy is made at the stage of their selection and after their appointment.
• 1. The assessment is made in the following ways:
  2. a) assessment and re-assessment of individual suitability of Supervisory Board members,
  3. b) assessment and re-assessment of the collective suitability of the Supervisory Board.
• 1. On an ongoing basis, the Committee monitors and ensures that Supervisory Board members, individually and collectively, are suitable at all times and that they possess adequate knowledge, skills and experience to be able to understand the Bank's activities, including the main risks, and that they are capable to efficiently organise their working process as well as to understand and provide constructive challenge to the decisions and effective oversight of the Management Board. To this end, the Committee assesses or re-assesses their suitability, also should any relevant circumstances arise that imply the necessity for re-assessment to determine whether a given Supervisory Board member is compliant with the suitability criterion(the assessment may be limited to assessing whether the suitability criterion is met given those circumstances). If, following the assessment, the Supervisory Board member is found not to meet the suitability criterion required for their function, then Paragraph 10(3-7) should apply.
• 1. Individual assessment and re-assessment as well as collective assessment and reassessment of the Supervisory Board members are made by the General Meeting and adopted in the form of a resolution, pursuant to the recommendation issued by the Committee.
• 1. At least annually, the Committee makes a comprehensive assessment of the structure, size, composition and performance of the Supervisory Board and, if needed, issues relevant recommendations.
• 1. The recommendation referred to in point 5 is made on the basis of documents and statements which confirm the knowledge, skills and experience as well as reputation of the assessed individuals and on the basis of individual meetings with them.
• 1. At least annually, the Committee makes a comprehensive individual and collective assessment of the knowledge, skills and experience of the Supervisory Board members and reports the results to the Supervisory Board and the General Meeting.
• 1. When assessing individual suitability of particular Supervisory Board members, the Committee concurrently assesses the collective suitability of the Supervisory Board as well as the collective suitability of the Supervisory Board's committees (including that of the Audit and Compliance Committee), in particular in terms of the knowledge, skills and experience contributed by the assessed Supervisory Board member to the Supervisory Board as a whole that have an impact on the collective suitability of the Supervisory Board.
• 1. When assessing individual suitability of Supervisory Board members and collective suitability of the Supervisory Board, on the basis of Individual Assessment Forms and the Collective Assessment Forms, the Committee concurrently assesses the individual suitability of the Audit and Compliance Committee's members as well as collective suitability of the Audit and Compliance Committee in terms of compliance with the criteria set out in the Polish Auditors Act, taking into account the rules for audit committee members laid down in the Best Practice for GPW Listed Companies 2021. The results of this assessment are included in the assessment of the collective suitability of the Supervisory Board.
• 1. When making the assessment, the Committee should consider the diversity of the Supervisory Board as referred to in Paragraph 7.
• 1. When assessing the members of the Supervisory Board, the Committee takes into account that they should focus on the core business of the Bank whilst the functions they perform in other entities should not collide with their professional activities in the Bank. Members of the Supervisory Board should inform the Bank about their additional professional duties (e.g. functions performed in other companies).
• 1. In the assessment process the Committee defines in writing the minimum time required to perform duties on the Supervisory Board, notifies the assessed individual of that time and assesses whether they will be able to commit sufficient time to performing their functions. The time available to perform a Supervisory Board function should be commensurate to the scope of duties and responsibilities involved.
• 1. When assessing the suitability of a Supervisory Board member or a candidate, all relevant criteria should be also taken into account by the Committee, including potential conflicts of interest and the assessed individual's ability to demonstrate independence of mind, i.e. ability to perform their duties independently and objectively without any undesirable influence of third parties.
• 1. Generally, individual and collective suitability of the Supervisory Board members should be assessed prior to appointing an individual person as a member of the Supervisory Board.
• 1. The initial individual and collective suitability assessment of the Supervisory Board members can be made also after the appointment of a Supervisory Board member – in justified cases when the suitability assessment prior to the appointment of the Supervisory Board member would disrupt the sound functioning of the Supervisory Board, including situations where the need to replace a Supervisory Broad member arises suddenly or unexpectedly, in particular where a member is removed because he or she is no longer suitable. Such an assessment should be made as soon as possible, not later than within four weeks from the appointment.
• 1. When assessing the skills, knowledge and experience of a Supervisory Board member or a candidate for this role, the Committee considers the knowledge and skills attained

through education and training as well as the practical and professional experience gained in previous positions, in particular knowledge and skills gained and performed in relation to their professional activity, including theoretical and practical skills related to:

• a) financial markets,
• b) legal requirements and regulatory framework,
• c) strategic planning, the understanding of the Bank's business strategy or business plan and accomplishment thereof,
• d) risk management (identifying, assessing, monitoring, controlling and reporting) of the main types of risk of the Bank,
• e) assessment of the effectiveness of the Bank's arrangements, ensuring effective governance, oversight and controls,
• f) the interpretation of the Bank's financial information, the identification of key issues based on this information, and appropriate controls and measures.
• 1. When assessing the skills attained through education and training of a given individual, the Committee focuses in particular on such aspects as: level and profile of their education and whether or not it relates to banking and financial services or other relevant areas, in particular those related to the skills required to hold the position in question. Education in the areas of banking and finance, economics, law, administration, financial regulation and quantitative methods can in general be considered to be relevant to the banking and financial services sector.
• 1. A more in-depth analysis of practical experience is conducted, bearing in mind, e.g. the dependence between building competence and the nature, size and complexity of the business of the institutions where the assessed individual was employed earlier or the functions that they performed.
• 1. The assessment process considers that a Supervisory Board member should have knowledge, skills and experience sufficient to assess and control decisions of the management board in a reliable manner. These skills may have been gained from relevant academic or administrative positions or similar, or through the management, supervision or control of institutions on the financial market. Supervisory Board members or candidates should be able to demonstrate that they have sufficient expertise to understand the Bank's business and the related risks.
• 1. When making the assessment, the Committee should consider the risks, including the reputational risk, arising in the event when any weaknesses are identified affecting the individual or collective suitability of the Supervisory Board members.
• 1. When assessing the collective suitability of the Supervisory Board, the Committee assesses whether the Supervisory Board meets the suitability criteria so that it is capable of understanding the Bank's business and its associated risks. The Committee should also take into account the results of the suitability assessment of individual Supervisory Board members. Weaknesses identified within the Supervisory Board as a whole should not necessarily lead to the conclusion that a given Supervisory Board member is individually not suitable.
• 1. The assessment process and its results should be described and documented by the Committee, indicating the circumstances and criteria both applied and waived as well as the justification of the results in the light of such circumstances and criteria (by archiving the Individual Assessment Forms and Collective Assessment Forms). The

Committee should also identify any gaps between the required and the actual individual and collective suitability of the Supervisory Board members as well as measures taken to overcome these shortcomings.

• 1. The Annual General Meeting, as the corporate body empowered to decide on appointments for specific functions, is responsible for ensuring adequate selection of Supervisory Board members and their assessment.
• 1. The Bank provides the Polish Financial Supervision Authority (KNF) with the outcome of the suitability assessments for new Supervisory Board members, including the assessment of the collective suitability of the Supervisory Board. The documentation listed in Appendix C hereto as well as other documents (including the Individual Assessment Form and the Collective Assessment Form) can be provided to the KNF at its request.
• 1. When making the individual and collective re-assessment of the Supervisory Board members' suitability, the Committee should primarily take into account the following factors:
  2. a) the efficiency of the Supervisory Board's working processes, including the efficiency of information flows and reporting lines, taking into account the input from internal control functions and any follow-up or recommendations made by those functions;
  3. b) the effective and prudent management of the Bank, including whether or not the Supervisory Board acted in the best interest of the Bank;
  4. c) the ability of the Supervisory Board to focus on strategically important matters;
  5. d) the adequacy of the number of meetings held, the degree of attendance, the appropriateness of time committed and the intensity of Supervisory Board members' involvement during the meetings;
  6. e) any changes to the composition of the Supervisory Board and any weaknesses with regard to individual and collective suitability, taking into account the Bank's business model and risk strategy and changes thereof;
  7. f) any performance objectives set for the Bank and the Supervisory Board;
  8. g) the independence of mind of Supervisory Board members, including the requirement that decision making is not dominated by any one individual or small group of individuals and the compliance of Supervisory Board members with the conflict of interest policy;
  9. h) diversity of the Supervisory Board composition as referred to in Paragraph 7;
  10. i) any events that may have a material impact on the individual or collective suitability of the Supervisory Board members, including changes to the Bank's business model, strategies and organisation.
• 1. The General Meeting considers the assessment results and the recommendations referred to in point 5 and a decision is taken whether or not to accept the recommendations and the underlying reasons are documented.
• 1. The Bank should inform the KNF about individual and collective re-assessment of the Supervisory Board members' suitability, in particular if made due to material changes. The Bank should inform the KNF at least annually of any re-assessments of collective suitability made.
• 1. In the event of concluding that a particular Supervisory Board member is found not suitable individually, the Bank should immediately inform the KNF about this fact and about measures proposed or taken to remedy the situation.
• 1. In the process of making individual and collective assessment and re-assessment of the Supervisory Board members, the Committee may use the list of skills attached as Appendix A to this Policy. Additionally, the Committee takes into account the criteria defined in the Methodology.
• 1. The Committee should transmit to the Supervisory Board and the General Meeting the outcome of each assessment made under this Policy representing a recommendation for the General Meeting.
• 1. In assessing the suitability under this Policy, the Committee may collaborate with other committees or organisational units of the Bank.
• 1. The Corporate Governance Department is in charge of the Supervisory Board individual and collective suitability assessment process and archives the documentation related to the process.
• 1. As a rule, no third parties participate in the suitability assessment of the Supervisory Board members. Should the Committee identify the need for a third party assistance, it notifies the Chairman of the Supervisory Board of this fact. The Chairman of the Supervisory Board submits a relevant request to the Supervisory Board which decides on hiring an external expert and defines the scope of services to be rendered, in line with the principles referred to in the Supervisory Board Terms of Reference.

5. ASSESSMENT OF THE INDIVIDUAL SUITABILITY OF SUPERVISORY BOARD MEMBERS

Paragraph 3

1. The suitability assessment criteria for the Supervisory Board members are set by the Supervisory Board based on the Committee's recommendations.

2. The assessment criteria are related to the duties and responsibilities of a specific position and cover requirements related to the assessed persons' knowledge, skills, experience to perform their duties, independence of mind, time commitment to perform their duties, taking into account the nature, scale and complexity of the Bank's business, including the independence criteria listed in Appendix E as well as those arising from applicable laws. The criteria cover also the assessment of the assurance of proper exercise of duties by the assessed individual, including their good repute, honesty and integrity as well as their capability to ensure sound and prudent management of the Bank.

3. When making the assessment, the Committee should consider if the assessed person is able to commit sufficient time to perform their duties and responsibilities, including time to understand the Bank's business, the main risks and impact as well as the risk management strategy, in particular if that person performs additional functions, either business or political ones.

4. The Supervisory Board members should also be able to fulfil their duties in periods of particularly increased activity and higher required time commitment than in normal periods, such as a restructuring, an acquisition, a merger, a takeover or a crisis situation.

5. The reputation assessment is made by analysing the extent to which the assessed individual meets the reputation requirements and by concluding whether they are met or not. The list of reputation requirements is provided in the Individual Competence Profile of the assessed individual.

6. The Individual Competence Profile of a given person is revised when their scope of duties changes materially.

7. The template of the Individual Competence Profile for the Supervisory Board members is attached as Appendix 1 to this Policy.

8. 1. The suitability of the Supervisory Board members is assessed and re-assessed in the following situations:
   2. a) planned (intended) appointment of a given candidate to the Supervisory Board,
   3. b) occurrence of material changes to the composition of the Supervisory Board, with the assessment being limited to the newly appointed Supervisory Board members,
   4. c) material changes to the scope of duties or requirements of a given position, the Individual Competence Profile, with the assessment being limited to members for whom the requirements of the position have changed or if the member is appointed to a different position,
   5. d) reporting by assessed individuals or the Committee becoming aware of new material facts which might impact their assessment, excluding information about the implementation of recommendations included in the Personal Development Plan referred to in Paragraph 10, subject to point 9 below,
   6. e) failure to fulfil the recommendations set out in the Personal Development Plan confirmed in a report prepared by the person responsible for designing the Personal Development Plan.
9. 1. Additionally, the suitability of the Supervisory Board members should be re-assessed in the circumstances outlined in point 8:
   2. a) when there arise concerns regarding the individual or collective suitability of the Supervisory Board members;
   3. b) in the event of a material impact on the reputation of a Supervisory Board member, or the Bank, including cases where members do not comply with the applicable conflicts of interest policy;
   4. c) as part of the review of the internal governance arrangements by the Supervisory Board;
   5. d) justified suspicion of money laundering or terrorism financing or observing increased risk in this respect, in particular when the information suggests that: (i) there are no relevant controls, supervision, monitoring or money laundering and terrorism financing risk mitigants in place; (ii) money laundering and terrorism financing have been committed in the Bank, (iii) the regulations aimed at money laundering and terrorism financing have been breached, (iv) the risk of money laundering and terrorism financing has increased substantially as a result of a major change in the Bank's business activity or model,
10. e) in other circumstances referred to in it. 4.1 and 4.1.2 of the Methodology or those that materially affect the suitability of the Supervisory Board member.
11. 1. The Committee should also re-assess the sufficient time commitment of the Supervisory Board member if that member takes on an additional directorship or starts to perform new relevant activities, including political ones.
12. 1. In the event of re-assessment, the Committee analyses the following:
    2. 1) the assigned duties and reporting lines within the Bank, including where applicable within the group, in order to establish whether any material fact or finding should be allocated to one or more responsible members of the Supervisory Board. In this context, assigned duties should be determined taking into account all relevant documentation, including but not limited to governance charters and codes, internal organigrams and other forms of designating areas of responsibility, internal policies, assessments of the suitability available and additional information provided in this context, letters of appointment or job descriptions, and minutes of meetings of the Supervisory Board; and
    3. 2) the credibility and reliability of any fact that triggered the re-assessment, and the seriousness of any allegations of or actual wrongdoing of one or more members of the Supervisory Board. The Bank should determine the credibility and reliability of information (e.g. the source, the plausibility, any conflicts of interest of the source giving the information) among other considerations. The Bank should note that the absence of criminal convictions alone may not be sufficient to dismiss allegations of wrongdoing.
13. 1. Members of the Supervisory Board immediately inform the Committee, via the Corporate Governance Department, of any facts and circumstances that may affect the suitability assessment.

§ 4

• 1. The suitability is assessed on the basis of personal details included in the Personal Questionnaire, the template of which is attached as Appendix 3 to this Policy or in the Individual Assessment Forms specified in the Methodology and based on the statements arising from the law, incl. Article 22aa(11) of the Banking Act. Personal details included in the Personal Questionnaire or in the Individual Assessment Forms should be confirmed by relevant documents, or if not available, the statement of the assessed individual on their skills.
• 1. When assessing the suitability of a given Supervisory Board member, the Committee should:
  2. a) gather information on the assessed individual through different channels and instruments, in particular diplomas, certificates and interviews;
  3. b) gather information on the reputation, integrity, honesty and independence of mind of the assessed individual, including information on justified doubts about money laundering or terrorism financing or that this type of risk would increase;
  4. c) gather information concerning the independence of mind of the assessed individual;
• d) require the assessed individual to verify that the information provided is accurate and to provide proof of information, where necessary;
• e) require the assessed individual to declare any actual and potential conflicts of interest;
• f) adopt corrective measures to ensure the individual suitability of the Supervisory Board members.
• 1. Where there is a matter which causes concerns about the suitability of a Supervisory Board member, the Committee should assess how this affects that person's suitability. In particular, if there is a warranted concern about the good repute of the assessed individual, including concerns about money laundering or terrorism financing, the Committee may ask the Supervisory Board member to clarify the concerns in question. The assessed individual may do it by presenting relevant proofs and statements.
• 1. The Committee should deem the assessed individual to provide assurance of proper exercise of duties, be of good repute, honesty and integrity, be able to properly perform their duties to ensure sound and prudent management, if there are no objective and demonstrable grounds that might raise concerns about their good repute, in particular taking into account the relevant available information on the factors or situations listed in Appendix D. The assessed individual should not be deemed to provide assurance of proper exercise of duties if their conduct in personal or professional life gives grounds for serious doubts with regard to their ability to properly perform their duties and thus to ensure sound and prudent management of the Bank's affairs. When assessing the assurance of proper exercise of duties, good repute, honesty, integrity and the ability to perform duties to ensure sound and stable management, the Committee should also consider the impact of the cumulative impact of minor incidents on a Supervisory Board member's reputation.
• 1. The Committee should take into account if the assessed individual can act with independence of mind which is a pattern of behaviour shown in particular during discussions and decision-making within the Supervisory Board, and which is required for each member. All Supervisory Board members should engage actively in their duties and should be able to make their own sound, objective and independent decisions and judgments when performing their functions and responsibilities. When assessing the ability to demonstrate the independence of mind of a Supervisory Board member or a candidate, the following circumstances should be considered:
  2. a) present and past performance of duties when holding a position or performing a function in the Bank,
  3. b) all situations that may lead to actual or potential conflict of interest that could affect independent and objective performance of duties, in particular:
     • positions held at present and in the past in the Bank or other entities,
     • personal, professional or economic relationships with members of the Bank's Management Board, its parent undertaking or subsidiaries,
     • personal, professional, economic or similar relationships with the shareholders or controlling shareholders of the Bank or its parent undertaking.

Paragraph 5

• 1. In the assessment of sufficient time commitment of a Supervisory Board member, the Committee should take into account the criteria listed in Appendix B.
• 1. The Bank should record in writing the roles, duties and required capabilities of the various positions within the Supervisory Board and the expected time commitment required for each position, also taking into account the need to devote sufficient time for induction and training.
• 1. The Bank should keep records of all external professional and political positions held by the Supervisory Board members and update them whenever a member notifies such a change.
• 1. Each Supervisory Board member should be made aware of the expected time commitment required to spend on his or her duties and, if required, the member should confirm that they can devote that required amount of time to the role.
• 1. The Committee should monitor on an on-going basis that the Supervisory Board members commit sufficient time to perform their functions, in particular the Committee should also consider the impact of any long-term absences of the Supervisory Board members in its assessment of the sufficient time commitment of other members of the Supervisory Board.
• 1. If any changes to such functions have been determined as referred to in point 3 which may reduce the ability of a Supervisory Board member to commit sufficient time to perform their function, the Committee should re-assess the member's ability to respect the required time commitment for their position.

6. ASSESSMENT OF COLLECTIVE SUITABILITY OF THE SUPERVISORY BOARD

Paragraph 6

The assessment of the collective suitability of the Supervisory Board is intended to check if the Supervisory Board collectively has at all times adequate knowledge, skills and experience enabling it to understand the Bank's activities, including the main risks.

• 1. The criteria used in the assessment of the Supervisory Board's collective suitability are set by the Supervisory Board based on the Committee's recommendations and include knowledge, skills, and professional experience, and the need for providing evidence for having appropriate experience.
• 1. When performing the collective suitability assessment of the Supervisory Board, based on the decisions taken, the Supervisory Board's ability to demonstrate proper knowledge of money laundering and terrorism financing risks is analysed, including the knowledge of the risks' impact on the Bank's activity, proper management, and

measures adopted should such a need arise. The knowledge of environmental and social aspects, corporate governance and risk is also assessed.

• 1. The detailed criteria for the Supervisory Board are set out in the Collective Competence Profile attached as Appendix 2 to this Policy. The collective assessment of the Supervisory Board can be also made on the basis of the Collective Assessment Form. The Collective Competence Profile is revised when material changes in the scale or profile of the Bank's business occur, also as a result of the acquisition of a financial institution.
• 1. The assessment of the Supervisory Board's collective suitability should cover a comparison between the actual composition of the Supervisory Board and the Supervisory Board's actual collective knowledge, skills and experience, and the required collective suitability pursuant to Article 91(7) of Directive 2013/36/EU.
• 1. The Committee should re-assess the Supervisory Board's collective suitability in particular:
  2. a) when there is a material change to the Bank's business model, risk appetite or strategy or structure at the Bank's or Bank Group's level,
  3. b) as part of the review of the internal governance arrangements by the Supervisory Board;
  4. c) justified suspicion of money laundering or terrorism financing or observing increased risk in this respect, in particular when the information suggests that: (i) there are no relevant controls, supervision, monitoring or money laundering and terrorism financing risk mitigants in place; (ii) money laundering and terrorism financing have been committed in the Bank, (iii) the regulations aimed at money laundering and terrorism financing have been breached, (iv) the risk of money laundering and terrorism financing has increased substantially as a result of a major change in the Bank's business activity or model,
  5. d) in any event that can otherwise materially affect the collective suitability of the Supervisory Board.
• 1. Where re-assessments of the collective suitability are performed, the Committee should focus on the material changes in the Bank's business activities, strategy and risk profile and on the distribution of duties within the Supervisory Board as well as their impact on the required collective knowledge, skills and experience of the Supervisory Board.
• 1. The assessment and re-assessment of the Supervisory Board's collective suitability is made always when:
  2. a) a new Supervisory Board member is appointed,
  3. b) material changes in the Supervisory Board's composition occur,
  4. c) the Collective Competence Profile of the Supervisory Board referred to in Paragraph 7(3) is revised,
  5. d) in other events outlined in it. 4.1.3 of the Methodology.
• 1. The Supervisory Board's collective suitability is assessed on the basis of the Collective Competence Profile.
• 1. The assessment whether the Supervisory Board collectively is of good repute is based on a positive assessment of each individual Supervisory Board member in this respect.
• 1. The assessment of the Supervisory Board's collective suitability should be based on a comparison of individual Supervisory Board members' skills against the Collective Competence Profile of the Supervisory Board.
• 1. The Committee informs the Supervisory Board about the results of its collective suitability assessment.
• 1. The Committee is held responsible for gathering documents underlying the assessment.

7. DIVERSITY IN THE SUPERVISORY BOARD'S COMPOSITION

Paragraph 9

• 1. When appointing the Supervisory Board members, the Bank strives to ensure that the composition of the Supervisory Board provides appropriate balance of diversity, especially in terms of education and experience, gender, age,geographical provenance and international experience.
• 1. The Bank strives to ensure that the process of selecting candidates for the roles of Supervisory Board members lacks any discrimination relating to candidates, particularly based on gender, race, colour, ethnic or social origin, genetic features, religion or beliefs, membership of a national minority, property, birth, disability, age, or sexual orientation.
• 1. By ensuring diversity, together with an adequate consideration of inclusion, diverse perspectives and opinions of the members are taken into account in the decision taking processes.
• 1. The Bank respects the principle of equal opportunities for any gender and takes measures to ensure a more gender-balanced composition of the Supervisory Board, by providing a more gender-balanced pool of candidates for positions within the Supervisory Board.
• 1. When appointing Supervisory Board members, the Bank ensures between 40%-60% female representation on the Board by 2025.
• 1. When appointing Supervisory Board members for a given term of office, the Bank will make all efforts to gradually increase the female representation on the Supervisory Board in order to bring it towards the target set in point 5. The Committee will ensure that the Succession Plan developed in accordance with "Nomination and Succession Planning Policy for Supervisory Board members at Santander Bank Polska S.A." provides an appropriate female representation enabling achievement of the target referred to in point 5.
• 1. Diversity in terms of education, knowledge and experience will be assessed taking into consideration the Bank's current and strategic objectives and existing and future highpriority projects.
• 1. The Bank will strive to ensure that the composition of the Supervisory Board reflects balance in terms of members' age, providing a wide range of seniority, experience and skills.
• 1. With respect to the Supervisory Board's diversity in terms of geographical provenance, the Nominations Committee will take into consideration the Bank's relationship with Santander Group and its cross-border business objectives.

8. POST-ASSESSMENT MEASURES

• 1. Appointment of a Supervisory Board member should be preceded by the candidate's positive suitability assessment.
• 1. If the Supervisory Board's collective suitability is assessed positively, the Annual General Meeting deems that its composition is suitable and sufficient to perform its duties.
• 1. If an assessment or re-assessment concludes that a given individual is not suitable, the individual will not be appointed as a Supervisory Board member, and if having been appointed earlier, the individual should be removed and replaced by a suitable person.
• 1. If an assessment or re-assessment identifies easily remediable shortcomings in the Supervisory Board members' knowledge, skills or experience which do not adversely impact prudent and stable management of the Bank and which can be eliminated within a short time, the Committee should take appropriate corrective measures to overcome these shortcomings in a timely manner. This does not apply to the criteria of reputation, honesty and integrity.
• 1. In the circumstances referred to in Paragraph 10 (3), a member of the Supervisory Board may be appointed subject to upgrading the required knowledge within the defined timeframe, yet no longer than three months.
• 1. If it is determined that the assessed individuals have certain skills gaps, Personal Development Plans will be designed to ensure that these shortcomings are remedied. The Personal Development Plans are designed by the Committee Chairman with the support of the Bank's organisational units responsible for senior management skills development.
• 1. Reports on progress against the Personal Development Plans are presented to the Committee after the expiry of the due dates for implementing recommendations set out in the Personal Development Plans.
• 1. If an assessment or re-assessment concludes that the Supervisory Board is not collectively suitable, the Committee should decide on appropriate corrective measures. When corrective measures are taken, the situation and shortcomings of an individual member or the Supervisory Board on a collective basis should be considered. Appropriate corrective measures may include, but are not limited to: adapting the distribution of duties among the Supervisory Board members; replacing certain members; recruiting additional members; possible measures to mitigate conflicts of interest; training for individual members or training for the Supervisory Board collectively to ensure the individual and collective suitability of the Supervisory Board.
• 1. In any case, the KNF should be informed without delay of any material shortcomings identified concerning any single member of the Supervisory Board and the Supervisory Board as a whole. The notification should include measures taken or envisaged to remedy those shortcomings and the timeline for their implementation.
• 1. The Supervisory Board members or candidates for such roles should notify the Committee of any changes to the information presented as part of the suitability

assessment process. Prior to the assessment, the Committee confirms that the presented data is valid.

9. APPENDIX A – SKILLS

Below is a non-exhaustive list of factors (experience and skills) which may be considered (in full or in part) when performing the suitability assessments and which reflects all overriding corporate behaviours, in particular: actively collaborate and talk straight.

Experience:

• General experience in management: experience gained at senior level in a firm.
• Experience in financial sector: experience gained at a senior level in a regulated financial services firm.
• Experience in risk management: (including: money laundering and terrorism financing, environmental and social risks and corporate governance issues): experience gained at a senior level in a risk role.
• Experience in accounting/finance: experience gained at a senior level in an accounting or financial role, with shareholder and investor relations experience.
• Experience in regulatory/ reputational risk management: experience gained at a senior level in a regulation/ reputational risk role.
• Experience in corporate governance: experience gained at a senior level in a corporate governance role.
• Experience in digital information technology: experience gained at a senior level in an IT or IT strategy management role.
• Experience in strategy management: experience gained at a senior level in a strategy role.
• Other commercial experience: commercial experience gained at a senior level (whether executive or non-executive) outside of the financial services sector.
• Experience in central government/ academic or research and development roles: experience gained working at a senior level for a central government function and/or regulatory body, or experience gained in a senior academic role and/or experience of conducting research and/or contributing to the development of legislation.
• International experience: international experience gained at a senior level.

Additionally, expertise in functions such as HR, marketing, communications and compliance may be relevant for some key functions.

Competencies:

• Authenticity: is consistent in word and deed and behaves in accordance with own stated values and beliefs. Openly communicates his or her intentions, ideas and feelings, encourages an environment of openness and honesty, and correctly informs the supervisor about the actual situation, at the same time acknowledging risks and problems.
• Language: is able to communicate orally in a structured and conventional way and write in the national language or the working language of the Bank's business location.
• Decisiveness: takes timely and well-informed decisions by acting promptly or by committing to a particular course of action, for example by expressing his or her views and not procrastinating.
• Communication: is capable of conveying a message in an understandable and acceptable manner, and in an appropriate form. Focuses on providing and obtaining clarity and transparency and encourages active feedback.
• Judgement: is capable of weighing up data and different courses of action and coming to a logical conclusion. Examines, recognises and understands the essential elements and issues. Has the breadth of vision to look beyond his or her own area of responsibility, especially when dealing with problems that may jeopardise the continuity of the undertaking.
• Customer and quality-oriented: focuses on providing quality and, wherever possible, finding ways of improving this. Specifically, this means withholding consent from the development and marketing of products and services and to capital expenditure in circumstances where he or she is unable to gauge the risks properly owing to a lack of understanding of the principles or basic assumptions. Identifies and studies the wishes and needs of customers, ensures that customers run no unnecessary risks and arranges for the provision of correct, complete and balanced information to customers.
• Leadership: provides direction and guidance to a group, develops and maintains teamwork, motivates the reporting staff and ensures that members of teams have the professional competence to achieve a particular goal. Is receptive to criticism and provides scope for critical debate.

• Loyalty: identifies with the Bank and has a sense of involvement. Shows that he or she can devote sufficient time to the job and can discharge his or her duties properly, defends the interests of the undertaking and operates objectively and critically. Recognises and anticipates potential conflicts of personal and business interest.

• External awareness: monitors developments, power bases and attitudes within the Bank. Is well-informed on relevant financial, economic, social and other developments at national and international level that may affect the Bank and also on the interests of stakeholders and is able to put this information to effective use.

• Negotiating: identifies and reveals common interests in a manner designed to build consensus, while pursuing the negotiation objectives.
• Persuasive: is capable of influencing the views of others by exercising persuasive powers and using natural authority and tact. Is a strong personality and capable of standing firm.
• Teamwork: is aware of the group interest and makes a contribution to the common result; able to function as part of a team.
• Strategic acumen: is capable of developing a realistic vision of future developments and translating this into long-term objectives, for example by applying scenario analysis. In doing so, takes proper account of risks that the Bank is exposed to and takes appropriate measures to control them.
• Stress resistance: is resilient and able to perform consistently even when under great pressure and in times of uncertainty.
• Sense of responsibility: understands internal and external interests, evaluates them carefully and renders account for them. Has the capacity to learn and realises that his or her actions affect the interests of stakeholders.
• Chairing meetings: is capable of chairing meetings efficiently and effectively and creating an open atmosphere that encourages everyone to participate on an equal footing; is aware of other people's duties and responsibilities.
• Dynamism and adaptation capability: ability to undertake complex transformation processes.
• Passion and enthusiasm: pro-active attitude, enthusiasm, optimism.

10. APPENDIX B – SUFFICIENT TIME COMMITMENT

General Criteria

In the assessment of sufficient time commitment of a Supervisory Board member, the following criteria should be considered at least:

• the number of directorships in financial and non-financial companies held by that member at the same time, taking into account possible synergies when they are held within the same group, including when acting on behalf of a legal person or as an alternate of a member of the management body;
• the size, nature, scope and complexity of the activities of the entity where the member holds a directorship;
• the member's principal place of residence and the travel time required for the role;
• the number of meetings scheduled for the Supervisory Board;
• the directorships in organisations which do not pursue predominantly commercial objectives held by that member at the same time;

• any necessary meetings to be held, in particular, with competent authorities or other internal or external stakeholders outside the Supervisory Board's formal meeting schedule;

• the nature of the specific position and the responsibilities of the Supervisory Board member, including specific roles such as CEO, president / chairperson, or chair or member of a committee;
• other external professional or political activities, and any other functions and relevant activities, both within and outside the financial sector;
• the necessary time devoted to induction and training;
• any other relevant duties of the member that the Committee considers to be necessary to take into account when carrying out the assessment of sufficient time commitment of a member; and
• available relevant benchmarking on time commitment, including the benchmarking provided by the KNF.

Limitation of directorships

Supervisory Board members may not concurrently hold more positions than the number foreseen in any one of the following combinations:

• a) an executive position along with two non-executive positions;
• b) four non-executive positions.

Executive positions shall be understood to be those involving the performance of management functions, whatever the legal relationship attributing these functions to them.

For the purposes of the previous paragraph, the following shall count as a single directorship position:

• a) the executive or non-executive positions held within a single group;
• b) the executive or non-executive positions held within commercial companies in which the Bank has a qualifying holding.

In determining the maximum number of positions, those held in not-for-profit organisations or institutions, or those not pursuing commercial ends, shall not count.

11. APPENDIX C – DOCUMENTATION REQUIREMENTS FOR INITIAL APPOINTMENTS OF SUPERVISORY BOARD MEMBERS

1. Personal details and details on the the Bank and the function concerned.

1.1. Personal individual details including full name, name at birth if different, gender, place and date of birth, address and contact details, nationality, and personal identification number or copy of ID or equivalent; documents related to the change of the name, surname or nationality (if applicable).

1.2 Details of the position for which the assessment is sought. This should also include the following details:

a. the letter of appointment, contract, offer of employment or drafts thereof, as applicable;

b. any associated appointing authority minutes or suitability assessment report/document;

c. the planned start date and duration of mandate;

d. description of the individual's key duties and responsibilities;

e. if the person is replacing someone, the name of this person.

1.3 A list of reference persons including contact information, preferably for employers in the banking or financial sector, including full name, institution, position, telephone number, email address, nature of the professional relationship and any information whether or not any non-professional relationship exists or existed with this individual.

2. Suitability assessment by the Bank

2.1 The following details should be provided:

a. details of the result of any assessment of the individual's suitability performed by the Bank, such as relevant board minutes or suitability assessment report/document;

b. whether or not the Bank is a significant institution as defined in the Guidelines; and

c. the contact person within the Bank.

3. Knowledge, skills and experience

3.1 Curriculum vitae containing details of education and professional experience (including professional experience, academic qualifications and other relevant training), including the name and nature of all organisations for which the individual has worked and the nature and duration of the functions performed, in particular highlighting any activities within the scope of the position sought (banking and/or management experience);

The information to be provided should include a statement from the Bank of whether or not the individual has been assessed as having the requisite experience as enumerated in the Guidelines and, if not, details of the training plan imposed, including the content, the provider and the date by which the training plan will be completed.

4. Reputation, honesty, and integrity

4.1 If the assessed individual makes a statement on pending or completed criminal proceedings or such information is gained from other sources: criminal records and relevant information on criminal investigations and proceedings, relevant civil and administrative cases, and disciplinary actions (including disqualification as a company director, bankruptcy, insolvency and similar procedures) especially through an official certificate or any reliable source of information concerning the absence of criminal conviction, investigations and proceedings (e.g. third-party investigation, testimony made by a lawyer or a notary established in the EU);

4.2 Statement of whether or not criminal proceedings are pending or whether or not the person or any organisation managed by him or her has been involved as a debtor in insolvency proceedings or a comparable proceeding;

4.3 Information concerning the following:

a. investigations, enforcement proceedings, or sanctions by a supervisory authority in which the individual has been directly or indirectly involved;

b. refusal of registration, authorisation, membership or licence to carry out a trade, business or profession; or the withdrawal, revocation or termination of registration, authorisation, membership or licence; or expulsion by a regulatory or government body or by a professional body or association;

c. dismissal from employment or a position of trust, fiduciary relationship, or similar situation, or having been asked to resign from employment in such a position (excluding redundancies);

d. whether or not an assessment of reputation of the individual as an acquirer or a person who directs the business of an Bank has already been conducted by another competent authority (including the identity of that authority, the date of the assessment, and evidence of the outcome of this assessment) and the consent of the individual where required to seek such information to be able to process and use the provided information for the suitability assessment; and

e. whether or not any previous assessment of the individual by an authority from another, non-financial, sector has already been conducted (including the identity of that authority and evidence of the outcome of this assessment).

6. Financial and non-financial interests

5.1 All financial and non-financial interests that could create potential conflicts of interest, should be disclosed, including but not limited to:

a. description of any financial (e.g. loans, shareholdings) and non-financial interests or relationships (e.g. close relations such as a spouse, cohabitant, child, parent, parent in law or other relation with whom the person shares living accommodations) between the individual and his/her close relatives (or any company that the individual is closely connected with) and the Bank, its parent or subsidiaries, or any person holding a qualifying holding in such an institution, including any members of those institutions or key function holders;

whether or not the individual conducts any business or has any commercial relationship (or has had over the past 2 years) with any of the above listed institutions or persons or is involved in any legal proceedings with those institutions or persons;

c. whether or not the individual and his/her close relatives have any competing interests with the Bank, its parent or subsidiaries;

d. whether or not the individual is being proposed on behalf of any one significant shareholder;

e. any financial obligations to the Bank, its parent or its subsidiaries (excluding performing mortgages negotiated at arm's length);

f. any positions of political influence (nationally or locally) held over the past 2 years.

5.2 If a material conflict of interest is identified, the Bank should provide a statement on how this conflict has been satisfactorily mitigated or remedied including a reference to the relevant parts of the Bank's conflicts of interest policy or any bespoke conflict management or mitigation arrangements.

6. Time commitment:

6.1 All relevant and necessary details should be provided to show that the individual has sufficient time to commit to the mandate including:

a. information about the minimum time that will be devoted to the performance of the person's functions within the Bank (annual and monthly indications); the minimum working hours for Supervisory Board member is 20h per month on average;

b. a list of the predominantly commercial mandates that the individual holds including whether or not the privileged counting rules in Article 91(4) of CRDIV apply;

c. where the privileged counting rules apply an explanation of any synergies that exist between the companies;

d. a list of those mandates which are pursing predominantly non-commercial activities or are set up for the sole purposes of managing the economic interests of the individual;

e. the size of the companies or organisations where those mandates are held including for example, total assets, whether or not the company is listed, and number of employees;

f. a list of any additional responsibilities associated with those mandates (such as the chair of a committee);

g. estimated time in days per year dedicated to each mandate; and

h. number of meetings per year dedicated to each mandate.

1. Collective knowledge, skills and experience:

The Bank should provide a list of the names of the members of the Supervisory Board and their respective roles and functions in brief.

7.2 The Bank should provide a statement regarding its overall assessment of the collective suitability of the Supervisory Board as a whole, including a statement on how a given individual is to be situated in the overall suitability of the Supervisory Board. This should include the identification of any gaps or weaknesses and the measures imposed to address these.

1. Any and all other relevant information should be submitted as part of the application and the statements.

APPENDIX D - CRITERIA FOR THE ASSURANCE OF PROPER EXERCISE OF DUTIES, GOOD REPUTE, HONESTY AND INTEGRITY AS WELL AS CAPABILITY TO ENSURE SOUND AND PRUDENT MANAGEMENT OF THE BANK

• 1. The assessment of the assurance of proper exercise of duties, i.e. reputation, honesty and integrity as well as capability to ensure sound and prudent management of the Bank, should cover any relevant public administrative records in particular criminal records, considering the type of conviction or indictment and any other surrounding circumstances. Any relevant criminal or administrative records should be taken into account considering periods of limitation in force in the national law.
• 1. Without prejudice to the presumption of innocence applicable to criminal proceedings, and other fundamental rights, all information available should be considered in the assessment of reputation, honesty and integrity as well as capability to ensure sound and prudent management of the Bank of a given Supervisory Board member by the Committee:
  2. a) any offence or action or allegations of offence or action under criminal, misdemeanour or administrative law by the the assessed individual taking into account of the surrounding circumstances and seriousness of the offence or action, the phase the judicial process reached, penalty received, effects of any rehabilitation measures taken, the time elapsed since the offence, the member's conduct since the offence or action, and the relevance of the offence or action to the member's role, in particular:
     • convictions or ongoing prosecutions for a criminal offence, in particular:
       • offences under the laws governing banking, financial, securities, insurance activities, or concerning securities markets or financial or payment instruments, including laws on money laundering and terrorism financing or any of the predicate offences to ML set out in Directive (EU) 2015/849, corruption, market manipulation, or insider dealing and usury;
       • frauds or financial crimes;
       • tax offences, whether committed directly or indirectly, including through unlawful or banned dividend arbitrage schemes;
       • other offences under legislation relating to companies, bankruptcy, insolvency, or consumer protection;
     • other relevant current or past measures taken by any regulatory or professional body for non-compliance with any relevant provisions governing banking, financial, securities, or insurance activities;
     • any other evidence or serious allegation based on relevant, credible and reliable information;
  3. b) current or past measures taken towards the assessed individual in order to enforce the law or impose administrative sanctions for failing to comply with regulations on financial activities, including trading in financial instruments, banking and insurance activity or payment services;
• c) present or past measures taken towards the assessed individual by any administrative or professional body for non-compliance with any relevant provisions;
• d) on-going investigations when resulting from judicial or administrative procedures or other analogous regulatory investigations under the applicable law as well as situations relating to the past and present business performance and financial soundness of a Supervisory Board member with regard to their potential impact on the member's reputation, integrity and honesty:
  • being recorded as a defaulting debtor or having any negative records at a reliable credit bureau,
  • financial and business performance of entities owned or directed by the Supervisory Board member (or a candidate) or in which the member had or has significant share or influence with special consideration to any bankruptcy and winding-up proceedings and whether or not and how the member (or a candidate) has contributed to the situation that led to the proceedings;
  • declaration of personal bankruptcy;
  • civil lawsuits, administrative or criminal proceedings, large investments or exposures and loans taken out, insofar as they can have a significant impact on the financial soundness of the member or entities owned or directed by them, or in which the member has a significant share.

Other reports and information from other sources, such as internal whistleblowing, is also considered when this information is deemed to be reliable.

• 1. A Supervisory Board member should uphold high standards of integrity and honesty, including in business relations. At least the following factors should also be considered in the assessment of reputation, honesty and integrity:
  2. a) any evidence that the person has not been transparent, open, and cooperative in his or her dealings with competent supervisory or regulatory authorities,
  3. b) any cases of refusal, revocation, withdrawal or expulsion of any registration, authorisation, permissions, membership, or licence to carry out a trade, business, or profession,
  4. c) the reasons for any dismissal from employment or from other legal relationship of a similar nature, including the justification for dismissal or resignation from any position of trust or fiduciary relationship,
  5. d) disqualification by any competent authority from acting as a member of the entity's management body,
  6. e) disqualification or a motion for disqualification from acting as a member of the management body submitted by any relevant competent authority,
  7. f) adequacy and integrity of performing duties, including any omissions to act in this respect,
  8. g) any other evidence that suggests that the assessed individual acts in a manner that is not in line with high standards of conduct.

12. ANNEX E – CRITERIA TO QUALIFY AS INDEPENDENT

The following are the situations that may contribute to determining that a Supervisory Board member is not independent. Note: the mere fact of meeting one or more of the criteria below does not automatically disqualify a member's independence.

• (a) the member has or has had a mandate as a member of the management body in its management function within an institution within the scope of prudential consolidation, unless he or she has not occupied such a position for the previous 5 years;
• (b) the member is a controlling shareholder of the Bank or represents the interest of a controlling shareholder;
• (c) the member has a material financial or business relationship with the Bank;
• (d) the member is an employee of, or is otherwise associated with a controlling shareholder of the Bank;
• (e) the member is employed by any entity within the scope of consolidation, except when both of the following conditions are met:
  • I. the member does not belong to the Bank's highest hierarchical level, which is directly accountable to the management body;
  • II. the member has been elected to perform a function on the Supervisory Board in the context of a system of employees' representation and national law provides for adequate protection against abusive dismissal and other forms of unfair treatment;
• (f) the member has previously been employed in a position at the highest hierarchical level in the Bank or another entity within its scope of prudential consolidation, being directly accountable only to the Management Board, and there has not been a period of at least 3 years, between ceasing such employment and serving on the Supervisory Board;
• (g) the member has been, within a period of 3 years, a principal of a material professional adviser, an external auditor or a material consultant to the entity or another entity within the scope of prudential consolidation, or otherwise an employee materially associated with the service provided;
• (h) the member is or has been, within the last year, a material supplier or material customer of the entity or another entity within the scope of prudential consolidation or had another material business relationship, or is an senior officer of or is otherwise associated directly or indirectly with a material supplier, customer or commercial entity that has a material business relationship;
• (i) the member receives in addition to remuneration for his or her role and remuneration for employment in line with point (c) significant fees or other benefits from the entity or another entity within its scope of prudential consolidation;
• (j) the member served as member of the management body within the entity for 12 consecutive years or longer;
• (k) the member is a close family member of a member of the Management Board of the Bank or another entity in the scope of prudential consolidation or a person in a situation referred to under points (a) to (h).