ING Bank Śląski | Annual Report 2014

ING BANK ŚLĄSKI

ING BANK ŚLĄSKIAnnual Report 2014

Supervisory Board operations

Supervisory Board composition

The Supervisory Board consists of 5 to 11 Members appointed by the General Meeting for a 5-year term of office. The General Meeting determine the number of the Supervisory Board Members for a given term of office. The Members of the Supervisory Board may be dismissed any time with the resolution of the General Meeting.

Independent Members shall be included in the Bank Supervisory Board composition pursuant to the Corporate Governance Rules. In line with the Charter, at least two Members of the Supervisory Board should have no ties with the Bank, its shareholders or employees, if such relations could have a significant impact on the ability of such Member to take impartial decisions (Independent Members). The minimal number of Independent Members of the Supervisory Board as well as detailed criteria of independence result from the “The Best Practices of WSE Listed Companies” adopted by the Bank.

Throughout 2014, there were the following changes to the composition of the Supervisory Board of ING Bank Śląski S.A.:

  • on 28 March 2014, Ms Anna Fornalczyk, Mr Mirosław Kośmider and Mr Wojciech Popiołek tendered their respective resignations from standing as candidates for members of the Supervisory Board of the next term due to the loss of status of an Independent Supervisory Board Member during the Supervisory Board term of office, should they be selected for the next term.
  • in consequence of expiry of the term of office of the Supervisory Board, on 10 April 2014 the General Meeting appointed the Supervisory Board for the next term for the years 2014-2019. During its meeting on 10 April 2014, the Supervisory Board started operating in the following composition:
    • Mr Antoni Reczek – Chair, Independent Member,
    • Mr Brunon Bartkiewicz – Deputy Chair,
    • Mr Aleksander Galos – Secretary, Independent Member,
    • Mr Roland Boekhout – Member,
    • Mr Nicolaas Cornelis Jue – Member,
    • Mr Ad Kas – Member,
    • Mr Aleksander Kutela – Member, Independent Member.

Messrs Brunon Bartkiewicz, Roland Boekhout, Nicolaas Cornelis Jue and Ad Kas held functions in the Supervisory Board of the previous term.

The powers of the Supervisory Board members of ING Bank Śląski S.A. are presented at the Bank’s website at www.en.ingbank.pl/#management=2.

Rights and duties of Supervisory Board

The primary mission of the Supervisory Board is to perform the supervisory function – the Supervisory Board conduct ongoing oversight of the Bank operations in all areas. Special powers and duties of the Supervisory Board include appraisal of the report on the Bank operations and financial statements for the previous financial year, motions of the Bank Management Board regarding profit distribution or loss coverage as well as submitting the annual written report on the results of the said appraisal to the General Meeting. 

Apart from the aforementioned powers and duties, the Supervisory Board pass resolutions on matters specified in the Bank Charter.

The resolutions of the Supervisory Board are passed with the absolute majority of votes, whereas in case of a tie, the Chair of the Supervisory Board has the casting vote. 

The resolutions of the Supervisory Board may be passed, if more than a half of the Supervisory Board Members are present at the meeting, including their Chair or Deputy Chair, to which all Supervisory Board Members have been invited.

The meetings of the Supervisory Board shall take place at least 5 times a year. 

In cases stipulated in the Charter and the Bylaw of the Supervisory Board, the resolutions of the Supervisory Board may be passed without holding a meeting, using the written mode or by means of remote communication.

Detailed principles of the operations of the Supervisory Board are determined in the Bank Charter and the Bylaw of the Supervisory Board passed by the Supervisory Board.

The Supervisory Board shall appoint members of the Audit Committee and of the Remuneration and Nomination Committee out of their members to support the Supervisory Board in performing their duties.

Audit Committee

The Audit Committee supports the Supervisory Board in the process of financial reporting monitoring, monitoring and supervision over internal and external audits and management system at the Bank and its subsidiaries. In particular, this covers the adequacy and effectiveness of the internal control system and the system of risk management, including operational risk, compliance risk, credit risk and market risk and the relations between the Bank and its related entities as well as between the Bank and the entity auditing the Bank’s financial statements. 

The operations of the Audit Committee are described in more detail in the Bylaw of the Audit Committee of ING Bank Śląski S.A. passed by the Supervisory Board.

The Audit Committee consists of at least 3 Members of the Supervisory Board, including at least one Independent Member. The Independent Member should have qualifications and experience in accounting or financial audit. In 2014, the Audit Committee worked in the following composition:

  • Mr Mirosław Kośmider – Chair by 10 April 2014,
  • Mr Antoni Reczek – Chair as of 10 April 2014,
  • Mr Brunon Bartkiewicz         – Member,
  • Mr Aleksander Galos – Member as of 28 November 2014,
  • Mr Nicolaas Cornelis Jue – Member, and
  • Mr Ad Kas – Member.

The Audit Committee meets at least once per quarter. While performing their tasks, the Audit Committee may make use of experts’ assistance.

Remuneration and Nomination Committee

The Remuneration and Nomination Committee supports the Supervisory Board in the area of monitoring and supervision over the Bank’s HR and payroll area, including in particular succession plans, the process of employee turnover, measuring the Bank employees’ satisfaction and policy of remuneration and bonus award system, inclusive of the variable remuneration policy.

The operations of the Remuneration and Nomination Committee have been detailed in the Bylaw of the Remuneration and Nomination Committee of ING Bank Śląski S.A. passed by the Supervisory Board. 

The Remuneration and Nomination Committee consists of at least 3 Members of the Supervisory Board, including at least one Independent Member. 

In 2014, the Remuneration and Nomination Committee worked in the following composition:  

  • Ms Anna Fornalczyk – Chair by 10 April 2014,
  • Mr Aleksander Galos – Chair as of 10 April 2014,
  • Mr Brunon Bartkiewicz – Member,
  • Mr Roland Boekhout – Member as of 10 April 2014,
  • Mr Nicolaas Cornelis Jue – Member by 10 April 2014,
  • Mr Aleksander Kutela – Member as of 10 April 2014, and
  • Mr Wojciech Popiołek – Member by 10 April 2014.

The Remuneration and Nomination Committee meets at least once per quarter. While performing their tasks, the Committee may make use of experts’ assistance.

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