ING Bank Śląski | Annual Report 2014

ING BANK ŚLĄSKI

ING BANK ŚLĄSKIAnnual Report 2014

Rules and scope of corporate governance

The Corporate Governance Rules, which are binding for ING Bank Śląski S.A. (hereinafter referred to as: the “Bank”), are set out in the The Best Practices of WSE Listed Companies as enclosed with WSE Supervisory Board Resolution No. 19/1307/2012 on Amendments to the Best Practices of WSE Listed Companies of 21 November 2012. The content of the aforementioned set of rules has been published on the Warsaw Stock Exchange website at: http://corp-gov.gpw.pl.

On 07 March 2014, the Bank in its report no. 01/2014 (Electronic Information Base) gave notice that it uphold decision taken in 2013 (current report no. 8/2013 of 18 March 2013) on non-observance of the principle IV.10. of The Best Practices of WSE Listed Companies whereunder shareholders may take the floor during a General Meeting from a location other than the venue of the meeting. The Bank Management Board took the said decision due to the risk of legal as well as organisational and technical nature related to providing shareholders not participating personally in the General Meeting with real time bilateral communication with the use of electronic communication means, which may negatively impact the course of the General Meeting. According to the Management Board the currently binding principles of participation in the Bank General Meetings properly secure the interests of shareholders by enabling them to exercise all the rights arising from the held shares.

Nevertheless, the Bank gives notice that as regards Recommendation no. 12, in 2014 it transmitted the Ordinary General Meeting making it possible for all interested parties to watch the meeting; it did not organise the General Meeting in a manner enabling shareholders to exercise voting rights outside the General Meeting venue with the use of electronic communication means (electronic-GM). Taking into account the above mentioned explanations, the Bank Management Board hereby submit the following report on observance of principles of corporate governance:

The Management Board of ING Bank Śląski S.A. hereby declare that in 2014 the Bank observed the principles of corporate governance as set out in The Best Practices of WSE Listed Companies.

There were no cases of non-observance of the principles of corporate governance adopted by the Bank in the period covered by this report.

At the same time the Bank gives notice that since 01 January 2015 the Principles of Corporate Governance for Supervised Financial Institutions introduced by the Polish Financial Supervision Authority have been applied at ING Bank Śląski S.A. in the scope as specified in Bank Management Board Report of 30 December 2014 published on ING Bank Śląski S.A. website.

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