ING Bank Śląski | Annual Report 2014

ING BANK ŚLĄSKI

ING BANK ŚLĄSKIAnnual Report 2014

Remunerations of the Members of Management Board and Supervisory Board

In line with the Executive Compensation Bylaw for Members of the Management Board of ING Bank Śląski S.A. which follows the Variable Remuneration Policy of Persons Holding Managerial Positions Having Material Impact on the Risk Profile of ING Bank Śląski S.A., the remuneration of a Bank Management Board Member is composed of:

  • fixed remuneration composed of base remuneration as well as fringe benefits, and
  • variable remuneration, i.e. annual bonus.

Base remuneration is determined by benchmarking to market, in accordance with the salary grade under the Hay job valuation methodology.

ING Bank Śląski S.A. provides the Bank Management Board Members with the following fringe benefits:

  • life insurance and accident insurance with the guaranteed insured sum totalling the gross annual base remuneration, another type of protection-and-investment insurance or a mutual fund as part of the same premium,
  • payments towards the mutual fund in the amount equivalent to 15% of the monthly base remuneration of a Bank Management Board Member, and
  • medical care (Golden Card Family Package).

Furthermore, the Supervisory Board may decide on granting other benefits, e.g. cover of the costs of educating the children of a Bank Management Board Member in a private school, rent and fittings of an apartment or a house or pay of a rent allowance, cover of membership fees for Bank Management Board Member membership in clubs and associations in Poland and abroad, provided it is in the interest of the Bank.

A Bank Management Board Member may be awarded a bonus of up to 100% of the annual base remuneration for performance of the bonus tasks set by the Bank Supervisory Board. Bonus tasks support creating long-term goodwill of the Bank and take account of care about the risk cost of the Bank, the capital cost and liquidity risk. Objectives have the following nature:

  • financial, including the Bank’s gross profit, financial risk cost and tasks within the Bank Management Board Member’s responsibility,
  • non-financial,

except for the Bank Management Board Member exercising control functions where the objectives are based in at least 75% on the function-based targets and comprise quality tasks. Moreover, the financial tasks cannot be linked to the results generated in the areas controlled by this particular Bank Management Board Member.

The Bank tests capital to ensure that the total bonus pool for all employees does not limit the ING Bank Śląski S.A.’s ability to maintain an adequate capital base and activates the bonus fund upon satisfying a predetermined condition. 

40% of the bonus is deferred and if the threshold defined by the Bylaw is exceeded – 60%. The results of assessment of the objectives performance are verified in the deferral period, i.e. for three subsequent years, so as to evaluate the impact of employee’s actions on the Bank’s long-term results. 

The bonus is divided into two parts (rounding up to the integer of a financial instrument):

  • at least 50% as phantom stocks making its beneficiaries eligible for cash in the amount conditional on the ING Bank Śląski S.A. stock value, and 
  • the remainder as cash.

No bonus shall be due should the employment contract be terminated under Article 52 of the Polish Labour Code. The Bank Supervisory Board may also decide to reduce the annual bonus or not to pay it out in a given bonus award period on the basis of verification of assessment of bonus tasks execution, taking ex post risk into account.

Emoluments due and paid out to Members of ING Bank Śląski S.A. Management Board in 2014 (PLN thousand)
Name and surname From – to Remuneration Awards* Other benefits** Total
Małgorzata Kołakowska 01.01.2014 - 31.12.2014 1,779.0 1,220.4 846.6 3,846.0
Mirosław Boda 01.01.2014 - 31.12.2014 1,215.7 833.5 215.0 2,264.2
Michał Bolesławski 01.01.2014 - 31.12.2014 1,242.0 885.1 490.2 2,617.3
Joanna Erdman 01.01.2014 - 31.12.2014 1,032.0 200.9 217.6 1,450.5
Ignacio Juliá Vilar 01.01.2014 - 31.12.2014 1,007.5 683.5 790.1 2,481.1
Justyna Kesler 01.01.2014 - 31.12.2014 1,167.8 820.3 448.4 2,436.5
Oscar Swan 01.01.2014 - 31.12.2014 1,155.8 747.3 447.9 2,351.0
Total   8,599.8 5,391.0 3,455.8 17,446.6

*/ Awards include the awards paid out in 2014, but due for the periods until 31.12.2013:
- Bonus under the Variable Remuneration Programme: for 2013 non-deferred cash and for 2012 1st tranche deferred cash,
- Phantom Stocks under the Variable Remuneration Programme for 2012 – retained,
- Deferred bonus for the years 2010 and 2011.
​**/ Other benefits cover, among other things: insurance, payments towards the mutual fund, medical care and other benefits awarded by the Supervisory Board, and financial instruments exercised under the ING Group Long-term Incentive Schemes.

Emoluments of Members of ING Bank Śląski S.A. Management Board for 2014 under the Variable Remuneration Programme have not been awarded yet.

Under the remuneration system in place at the Bank, the Bank Management Board Members may be entitled to the 2014 bonus, some part of it will be paid out in 2015, and some part will be deferred for the upcoming years (2016-2019). The maximum amount of the bonus for 2014 that may materialise, for which a reserve was established, arrives at PLN 8.3 million, including cash pay-out in 2015 of PLN 2.5 million, and for the deferred part of the bonus PLN 5.8 million. The Bank Supervisory Board will take the final decision on the bonus amount.

Emoluments due and paid out to Members of ING Bank Śląski S.A. Management Board in 2013 (PLN thousand)
Name and surname From – to Remuneration Awards* Other benefits** Total
Małgorzata Kołakowska 01.01.2013 - 31.12.2013 1,752.0 885.2 603.4 3,240.6
Mirosław Boda 01.01.2013 - 31.12.2013 1,200.0 563.4 306.6 2,070.0
Michał Bolesławski 01.01.2013 - 31.12.2013 1,224.0 623.8 455.7 2,303.5
Joanna Erdman 01.04.2013 - 31.12.2013 720.0 0.0 136.9 856.9
Ignacio Juliá Vilar 01.01.2013 - 31.12.2013 955.8 226.1 904.6 2,086.5
Justyna Kesler 01.01.2013 - 31.12.2013 1,152.0 598.2 394.5 2,144.7
Oscar Swan 01.01.2013 - 31.12.2013 1,140.0 573.2 463.7 2,176.9
Total   8,143.8 3,469.9 3,265.4 14,879.1

*/ Bonus under the Variable Remuneration Programme for 2012 – non-deferred cash and deferred bonus for the years 2009, 2010 and 2011.
**/ Other benefits cover, among other things: insurance, payments towards the mutual fund, medical care and other benefits awarded by the Supervisory Board, and financial instruments exercised under the ING Group Long-term Incentive Schemes.

As at the 2013 yearend, the reserve for cash payment of the 2014 bonus for the Bank Management Board Members amounted to PLN 3.5 million, also the reserve for granted phantom stock to be exercised in the upcoming years was PLN 3.5 million.

Employment contracts provide for emoluments for all Bank Management Board Members in the amount equal to the 3-fold of their respective monthly base remuneration for the last 3 months before the employment contract termination should the term of office elapse or should the member not be appointed for another term of office or recalled from his/her function, among other things.

The above shall not be applicable when a member is recalled due to reasons specified in Article 52 of the Labour Code or when the employment contract termination follows Management Board Member’s resignation from the function or his/her suspension or suspension of the entire Bank Management Board by decision of the Polish Financial Supervision Authority under the Banking Law Act.

Additionally, the Bank Management Board Members concluded the Non-Competition Agreements with the Bank which provide for rights and obligations of parties to the agreement as regards competitive activity during the employment and within 12 months following the employment termination date with an option of paying out 12-month gross base remuneration that a Bank Management Board Member received in the final year of the employment contract.

The Bank Management Board Members and other individuals employed by ING Bank Śląski S.A. receive neither remuneration nor awards for holding functions in the governing bodies of subsidiaries or affiliates of the ING Bank Śląski S.A. Capital Group.

In 2014, the total remuneration (as defined herein above) due and paid out by ING Bank Śląski S.A. to its Supervisory Board Members was PLN 508.6 thousand, while in 2013 it was PLN 498.0 thousand.

Remuneration of Members of ING Bank Śląski S.A. Supervisory Board in 2014 (PLN thousand)
Name and surname From – to Remuneration and awards Other benefits Total
Brunon Bartkiewicz 01.01.2014 - 31.12.2014 0.0 0.0 0.0
Roland Boekhout 01.01.2014 - 31.12.2014 0.0 0.0 0.0
Anna Fornalczyk 01.01.2014 - 10.04.2014 59.2 0.0 59.2
Aleksander Galos 10.04.2014 - 31.12.2014 108.3 0.0 108.3
Nicolaas Cornelius Jue 01.01.2014 - 31.12.2014 0.0 0.0 0.0
Ad Kas 01.01.2014 - 31.12.2014 0.0 0.0 0.0
Mirosław Kośmider 01.01.2014 - 10.04.2014 43.9 0.0 43.9
Aleksander Kutela 10.04.2014 - 31.12.2014 86.7 0.0 86.7
Wojciech Popiołek 01.01.2014 - 10.04.2014 37.2 0.0 37.2
Antoni Reczek 10.04.2014 - 31.12.2014 173.3 0.0 173.3
Total   508.6 0.0 508.6

 

Remuneration of Members of ING Bank Śląski S.A. Supervisory Board in 2013 (PLN thousand)
Name and surname From – to Remuneration and awards Other benefits Total
Brunon Bartkiewicz 01.01.2013 - 31.12.2013 0.0 0.0 0.0
Roland Boekhout 01.01.2013 - 31.12.2013 0.0 0.0 0.0
Anna Fornalczyk 01.01.2013 - 31.12.2013 210.0 0.0 210.0
Ralph Hamers 01.01.2013 - 19.04.2013 0.0 0.0 0.0
Nicolaas Cornelius Jue 01.01.2013 - 31.12.2013 0.0 0.0 0.0
Ad Kas 19.04.2013 - 31.12.2013 0.0 0.0 0.0
Mirosław Kośmider 01.01.2013 - 31.12.2013 156.0 0.0 156.0
Wojciech Popiołek 01.01.2013 - 31.12.2013 132.0 0.0 132.0
Total   498.0 0.0 498.0

No Member of the Bank Management Board or Supervisory Board held any shares of ING Bank Śląski S.A. as at the end of 2014.

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