Contents
I. Overview of Activities of Santander Bank Polska S.A. and its Group in 2020
3. Key Financial and Business Data of Santander Bank Polska Group for 2020
II. Basic Information about the Bank and Santander Bank Polska Group
1. History, Ownership Structure and Profile
2. Structure of Santander Bank Polska Group
III. Macreconomic situation in 2020 r.
IV. Development Strategy of the Bank and Santander Bank Polska Group
1. Purpose, Aim, Values and Strategic Objectives for 2021–2023
3. Forecast of Economic and Financial Market Situation in 2021
1. Service Quality and Customer Experience Management
1. Investor Relations at Santander Bank Polska S.A.
2. Share Capital, Ownership Structure and Share Price
3. Share Price of Santander Bank Polska S.A. vs the Market
4. Credit Ratings of Santander Bank Polska S.A.
VIII. Relations with External Environment
1. Corporate Social Responsibility at Santander Bank Polska S.A.
3. Key Sponsorship Projects in 2020
4. Communication with Stakeholders
IX. Business Development in 2020
1. Group’s Business Management Structure
2. Business Development of Santander Bank Polska S.A. and Non-Banking Subsidiaries
2.1. Management of the Covid-19 Situation in 2020
2.3. Business and Corporate Banking Segment
X. Organisational and Infrastructure Development
1. Organisational Changes in the Business Support Centre
2. Development of Santander Bank Polska Group
3. Development of Distribution Channels of Santander Bank Polska S.A.
4. Development of Distribution Channels of Santander Consumer Bank S.A.
XI. Financial Performance in 2020
1. Income Statement of Santander Bank Polska Group
2. Statement of Financial Position of Santander Bank Polska Group
3. Selected financial ratios of Santander Bank Polska Group
4. Income Statement of Santander Bank Polska S.A.
5. Statement of Financial Position of Santander Bank Polska S.A.
6. Selected Financial Ratios of Santander Bank Polska S.A.
7. Additional Financial Information about Santander Bank Polska S.A. and Santander Bank Polska Group
8. Factors which may affect the financial results in the next year
XII. Risk and Capital Management
1. Key Risk Management Principles and Structure in the Bank and in Santander Bank Polska Group
2. Risk Management Priorities in 2020
3. Material Risk Factors Projected for 2021
5. Market Risk and Liquidity Risk Management
6. Operational Risk Management
7. Legal and Regulatory (Compliance) Risk Management
8. Reputational Risk Management
XIII. Statement on Corporate Governance in 2020
1. Objective of Corporate Governance at Santander Bank Polska Group
2. Legal and Regulatory Basis of Corporate Governance
3. Principles of Corporate Governance
4. Management Board’s Statement on Corporate Governance
6. Disclosure Policy and Communication with Shareholders, Investors and Customers
10. Internal Control and Risk Management System
XIV. Statement on Non-Financial Information for 2020
1. Business Model and Key Non-Financial Ratios
I. Overview of Activities of Santander Bank Polska S.A. and its Group in 2020
The Management Board Report on Santander Bank Polska Group Performance in 2020 contains the information required in both consolidated and separate Management Board report on Santander Bank Polska S.A. performance.
As in the case of many other Polish, European and global entities, in 2020 the activities of Santander Bank Polska S.A. and its Group were largely determined by the Covid-19 pandemic caused by SARS-CoV-2.
On 14 March 2020, the state of epidemic emergency was declared in Poland, followed by the announcement of the state of epidemic on 20 March, together with a set of restrictions (including on movement and doing business). They were gradually lifted from April to May 2020, starting from unlocking the economy. Some restrictions were re-introduced in August, and Poland was divided into red and amber districts, depending on the number of cases. As a result of the autumn wave of the pandemic, on 24 October 2020 the whole Poland was declared a red zone, followed by a quarantine introduced on 28 December 2020.
The top priority during the pandemic period of 2020 was to protect the health and safety of employees and customers of the Group and to ensure business continuity. Equally important was to provide support to borrowers affected by Covid-19 and adapt the customer service model to the restrictions and sanitary regime. Remote distribution channels were increasingly used, which combined with other IT challenges caused acceleration of the digital transformation, automation and robotisation across the organisation. The entire banking sector faced such challenges as interest rate cuts, lower volumes of transactions made by customers and increased cost of credit, which forced banks to look for new growth opportunities, further improvements and savings.
Measures taken by Santander Bank Polska S.A. in relation to the coronavirus outbreak were first initiated by the Response Group to Relevant Operational Events (RGROE) and coordinated by the Digital Transformation Division. Action plans and scenarios related to the pandemic had been developed before the virus spread to Poland. The work was delivered in the following seven streams: IT, BCM, Logistics and Procurement, Communication, HR, Operations and Business Response. From March to April 2020, the progress of each stream was monitored on an ongoing basis, with daily updates provided to the executive group including the Management Board members. Next, the Business Rebound initiative was set up to ensure smooth transition of the organisation to the new normal, i.e. to rebuild business, explore new business opportunities, maintain savings and protect revenues, whilst providing unparalleled customer service.
Key macroeconomic factors impacting financial and business performance of Santander Bank Polska Group in 2020 |
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Health situation |
· Outbreak of the Covid-19 pandemic and significant reduction in operations of the selected sectors. |
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Economic growth |
· The sharpest decline in Poland’s GDP in Q2 2020 since 1990, followed by a fast and solid economic rebound in Q3 and yet another – albeit much less severe – slowdown in Q4. · Economic downturn in Europe. The results of the European manufacturing sector in the second half of the year quite immune to the second wave of pandemic. |
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Labour market |
· Moderate increase in unemployment and slight deceleration of wage growth. Clear deterioration in consumer confidence. · Temporary outflow of migrant workers to their home countries. |
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Inflation |
· Slow decrease in inflation. · Increase in house prices (except for one quarter). |
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Monetary policy |
· NBP interest rates cut to record low (0.1%) and launch of the asset purchase programme. Central bank’s FX interventions at the end of the year. |
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Fiscal policy |
· Expansionary fiscal policy aimed to support the economy in times of crisis. |
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Credit market |
· Lower demand for credit, notably from companies using state aid (PFR Financial Shield). |
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Financial markets |
· Clear increase in uncertainty. · Changes of mood in international financial markets influenced by the expected policy orientation of the main central banks (Federal Reserve, ECB), incoming macroeconomic data and worries about the health crisis. · PLN depreciation (temporarily below 4.60 for EUR 1) and a significant decrease in yields of Polish government bonds. |
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Major corporate events in the reporting period |
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KNF recommendations regarding own funds and profit distribution |
KNF recommendation regarding own funds and profit distribution before the Covid-19 pandemic · On 9 March 2020, the Polish Financial Supervision Authority (KNF) issued an individual recommendation for Santander Bank Polska S.A. to increase its own funds by retaining at least 50% of its profit earned in 2019 due to the additional criteria binding on the banks which have major residential mortgage exposures in foreign currencies. Supervisory restriction on profit distribution in the wake of the Covid-19 pandemic · In its letter of 26 March 2020, the KNF stated that in view of the state of epidemic announced in Poland and its adverse impact on the economy, it is expected that banks will retain their entire profits earned in the previous years and will not take any other measures which might weaken the capital base, unless agreed with the supervisory authority. KNF recommendations regarding an additional capital requirement for Santander Bank Polska Group · On 11 December 2020, the bank received the KNF decision requiring that own funds be maintained at the level sufficient to cover an additional capital requirement (above the level arising from Regulation (EU) No 575/2013 as amended) for risk attached to foreign currency home mortgages at 0.034 p.p. (at Santander Bank Polska Group level) for the total capital ratio consisting of at least 75% of Tier 1 capital and at least 56% of Common Equity Tier 1 capital. |
Major corporate events in the reporting period |
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“We will double your impact” (“Podwójna moc pomagania”) charity event |
· On 25 March 2020, Santander Bank Polska S.A. and Santander Foundation launched a charity event called “We will double your impact” (“Podwójna moc pomagania”) to help health professionals fight the SARS-CoV-2 virus. As a result, PLN 5m worth of medical equipment and protective clothing were purchased. |
Recommendation of the Management Board of Santander Bank Polska S.A. on 2019 profit distribution |
· On 31 March 2020, the Management Board of Santander Bank Polska S.A. adopted a resolution recommending that the bank’s entire profit for 2019 totalling PLN 2,113.5m should be retained, with 50% of the profit to be allocated to the reserve capital and 50% to be left undistributed. The recommendation reflected the KNF’s expectations specified in the letter of 26 March 2020 and changes in the business environment. |
Rating actions on Santander Bank Polska S.A. by Fitch Ratings |
Revision of the rating outlook to negative to reflect the impact of the Covid-19 pandemic · On 14 April 2020, Fitch Ratings affirmed the IDR and the VR for Santander Bank Polska S.A. at BBB+ and bbb+, respectively, whilst revising the outlook from stable to negative to reflect the economic impact of the Covid-19 pandemic. Ratings affirmation · On 29 September 2020, Fitch Ratings affirmed the ratings of Santander Bank Polska S.A. For more information, see Chapter VII “Investor Relations”, Section 4 “Credit Rating”. |
Suspension of the mortgage bank project |
· On 6 May 2020, the Management Board of Santander Bank Polska S.A. adopted a resolution to suspend the project of establishing the mortgage bank within Santander Bank Polska Group, and to request the KNF to suspend the administrative procedure concerning the grant of licence to establish the mortgage bank. · The administrative procedure was suspended under the KNF decision of 26 May 2020. |
Approval of the prospectus for the EMTN Programme of Santander Bank Polska S.A. and assignment of rating for the programme by Fitch Ratings |
· On 12 May 2020, the Central Bank of Ireland issued a decision approving the base prospectus drawn up by the bank for its Euro Medium Term Note Programme of up to EUR 5bn (the “EMTN Programme”). · On 13 May 2020, Fitch Ratings assigned the following ratings for the programme: long-term senior unsecured debt rating of BBB+, and short-term senior unsecured debt rating of F2. |
Impact of NBP interest rate cuts on the performance of Santander Bank Polska Group in 2020 |
· On 1 June 2020, the Management Board of Santander Bank Polska S.A. announced that based on its estimation, the bank expected that the Monetary Policy Council’s decisions of 17 March 2020, 8 April 2020 and 28 May 2020 to reduce interest rates by 140 basis points in total would have a negative impact of PLN 635m–700m on the Group’s 2020 net interest income. · The impact may change in response to business conditions and will gradually materialise over the year. |
Annual General Meeting of Santander Bank Polska S.A. |
· On 22 June 2020, the Annual General Meeting (AGM) of Santander Bank Polska S.A. was held. It appointed the Supervisory Board (joined by Dominika Bettman) for a new three-year term, approved the profit distribution as recommended by the bank’s Management Board, and adopted a resolution to increase the bank’s share capital through the issue of series O shares (performance shares awarded under the 6th Incentive Programme). For more information on AGM resolutions, see Chapter XIII “Statement on Corporate Governance in 2020”. |
Registration of changes to the Statutes approved by the Annual General Meeting |
· On 14 July 2020, the District Court for the capital city of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, registered the changes to the bank’s Statutes approved by the bank’s Annual General Meeting of 22 June 2020. · The changes involved removal of custody activities from the bank’s objects and simplification of provisions regarding remote meetings of the Supervisory and Management Boards. |
Major corporate events in the reporting period
Increase in the share capital
of Santander Bank Polska S.A. by series O performance shares |
Execution of subscription agreements for series O shares of Santander Bank Polska S.A. · In the period from 22 June 2020 to 3 August 2020, Santander Bank Polska S.A. completed the subscription of 101,009 series O ordinary bearer shares with a nominal value of PLN 10 each offered to participants of the 6th Incentive Programme in a private placement. · The shares were subscribed for by 197 eligible participants of the 6th Incentive Programme (in exchange for cash contributions). For more information, see Chapter XIII “Statement on Corporate Governance”, Section 5 “Governing Bodies”. Registration of the share capital increase and change to the Statutes of Santander Bank Polska S.A. · On 25 September 2020, the District Court for the capital city of Warsaw, 13th Commercial Division of the National Court Register, registered the change to the Statutes of Santander Bank Polska S.A. involving an increase in the bank’s share capital through the issue of series O shares in accordance with AGM Resolution no. 51 of 22 June 2020. · The bank’s share capital was increased by PLN 1,010,090 to PLN 1,021,893,140. Conditional registration of Santander Bank Polska S.A. shares by the Central Securities Depository of Poland · On 16 October 2020, the Central Securities Depository of Poland (KDPW) decided to accept the series O shares for deposit and assign code no. PLBZ00000044 to them on condition that they are floated on the regulated market. Admission to trading and listing of series O bearer shares of Santander Bank Polska S.A. by the Warsaw Stock Exchange · On 2 November 2020, the Management Board of the Warsaw Stock Exchange (WSE) adopted a resolution to approve the admission to trading and listing of the bank’s series O shares on the main floor as of 10 November 2020 on condition that they are registered by the Central Securities Depository of Poland on 10 November 2020 and assigned code no. PLBZ00000044. The bank met that condition on the set date. |
Start of collective redundancies |
Intention to make collective redundancies · On 29 October 2020, the Management Board of Santander Bank Polska S.A. adopted a resolution to start collective redundancies at Sanander Bank Polska S.A. The process will cover max 2,000 employees of the bank’s head office and distribution network (approx. 18.52% of the total headcount) by 31 December 2022. Memorandum of understanding on collective redundancies signed with trade unions · On 19 November 2020, the bank signed a memorandum of understanding on collective redundancies with all trade unions established at the bank, setting out, among other things, the staff selection criteria, terms and conditions of severance pay and additional compensation, and the scope of the support programme for employees to be made redundant. |
II. Basic Information about the Bank and Santander Bank Polska Group
Santander Bank Polska S.A. is a subsidiary of Banco Santander S.A., which held 67.41% share in the registered capital and the total number of votes at the bank’s General Meeting as at 31 December 2020. The remaining shares were held by the minority shareholders, of which only the following funds: Nationale-Nederlanden Otwarty Fundusz Emerytalny (OFE) and Nationale-Nederlanden Dobrowolny Fundusz Emerytalny (DFE) jointly exceeded the 5% threshold with respect to the share capital and voting power according to the information held by the bank’s Management Board on the date of approval of this report.
For more information about the share capital, see Chapter VII “Investor Relations” (Section 2 “Share Capital, Ownership Structure and Share Price”) and Chapter XIII “Statement on Corporate Governance in 2020” (Section 4 “Issuer’s Securities”).
Santander Bank Polska S.A. is a member of Santander Group, with Banco Santander S.A. as a parent entity.
Banco Santander S.A. is one of the largest commercial banks in the world with a more than 160-year history, having its operational headquarters in Madrid. The bank specialises in retail banking services but it is also very active in the private banking and corporate banking, asset management and insurance markets.
The business of Banco Santander S.A. is geographically diversified, but it focuses on 10 core markets – both developed and emerging, including Spain, Poland, Portugal, Germany, the UK, Brazil, Argentina, Mexico, Chile and the USA.
Santander Bank Polska S.A. is a universal bank which provides a full range of services for personal customers, SMEs, large companies, corporates and public sector institutions. The bank’s offering is modern, comprehensive and satisfies diverse customer needs with regard to current/personal accounts, credit, savings, investment, settlement, insurance and card products. The financial services of Santander Bank Polska S.A. include cash management, payments, trade finance and transactions in the capital, money, FX and derivative markets, as well as underwriting and brokerage services.
The bank’s own product range is complemented by specialist products offered by its group of related companies, including: Santander Towarzystwo Funduszy Inwestycyjnych S.A., Santander Leasing S.A., Santander Factoring Sp. z o.o., Santander Aviva Towarzystwo Ubezpieczeń S.A. and Santander Aviva Towarzystwo Ubezpieczeń na Życie S.A. In cooperation with all these companies, the bank provides its customers with access to investment funds, asset portfolios, insurance, leasing and factoring products.
The bank continuously develops its product range to ensure that solutions offered to customers are transparent, simple, digital, flexible and available in self-service channels. It offers unique solutions which are developed within Santander Group based on its global presence, infrastructure and market potential. Customers are provided with comprehensive services in traditional sales channels and via remote channels.
Santander Consumer Bank S.A. and its subsidiaries form a separate business segment with its own customer base, offering and distribution channels. It provides credit facilities to households, mainly in the consumer finance and car finance sectors. It also offers financing to businesses, notably car dealers and importers. Santander Consumer Bank Group offers consumer loans, car finance through lease and factoring, credit facilities for car dealers, retail and business deposits and insurance products.
As at 31 December 2020, Santander Bank Polska Group provided services to 7.1m customers, including 1.9m customers of Santander Consumer Bank S.A.
The strategy and business model of Santander Bank Polska Group is based on six strategic directions, of which Simplification and Intelligent Omnichannel Banking have the highest transformation potential.
Customers and their needs are at the heart of all decisions taken by the bank. The products, processes and communication channels are created using Service Design in order to continuously increase customer satisfaction and build lasting relationships.
Employees are key to creating value for customers. The Group gives priority to developing a friendly work environment and corporate culture by promoting cooperation and diversity, and increasing the motivation, engagement and professionalism of employees.
The Group provides top quality services and solutions based on the latest technologies, innovation and open platforms. Security, stability of systems and sustainable and socially responsible development are key aspects of the Group’s business model. The Group conducts its business activity taking into consideration the interests of all stakeholders, including shareholders and communities it operates in.
The new normal related to the Covid-19 pandemic has a strong impact on the bank’s strategy and priorities. It also affects its operating model which is regularly revised to ensure that the bank can effectively implement changes, whilst mitigating risks and leveraging opportunities for accelerated digitalisation.
Value creation
Santander Bank Polska S.A. is ranked among the top three banks in the Polish banking sector (together with PKO BP S.A. and Pekao S.A.) and is the largest private bank in Poland.
According to the financial report for the quarter ended 30 September 2020, which at the date of approval of this Management Board report (22 February 2020) was the most up-to-date source of comparable data on the performance of banks listed on the Warsaw Stock Exchange (WSE), Santander Bank Polska S.A. – including its subsidiaries and associates – was Poland’s second largest banking group in terms of total equity and net loans, and third largest one in terms of total assets and deposits.
According to NBP statistics, as at the end of September 2020 the Group’s share of the market was 11.8% for loans and 11.3% for deposits.
The Group operates in the factoring and leasing markets via its subsidiaries, holding a market share of 10.3% and 7.6%, respectively, as at 31 December 2020 (according to the Polish Factors Association and the Polish Leasing Association). In the same period, the Group’s share in the retail investment funds market was 9.8% (according to Analizy Online) while in the equity and futures markets it held 8.0% and 9.0%, respectively (according to the Warsaw Stock Exchange).
Santander Bank Polska Group has stable sources of funding, solid capital and liquidity position and a diversified asset portfolio. The Group’s competitive edge is built on a clear and consistent strategic vision focused on customer-centricity and effectiveness, steadily improved through process simplification, digitalisation and transformation of the bank into an Agile organisation. What also gives the bank an advantage is an effective and simple business model, an extensive and diversified business, options available to the bank as a member of Santander Group, use of emerging opportunities for non-organic growth and experience in mergers and acquisitions. The business scale, quality of products and services, pursuit of operational excellence and strong focus on building lasting relationships with customers allow the Group to compete successfully with the largest players in the Polish banking market. The Group’s engagement in the consolidation of the banking sector, a wide array of complementary services for respective customer segments, a large Poland-wide branch network, modern banking technologies, rapidly expanding functionality, integration of remote distribution channels and competent and flexible personnel give the Group good prospects for further market penetration.
Subsidiaries and associates of Santander Bank Polska S.A. as at 31 December 2020
As at 31 December 2020, Santander Bank Polska Group comprised Santander Bank Polska S.A. and the following subsidiaries:
1. Santander Consumer Bank S.A. (SCB S.A.)
2. Santander Consumer Finanse Sp. z o.o. (subsidiary of SCB S.A.)
3. Santander Consumer Multirent Sp. z o.o. (SCM Sp. z o.o. – subsidiary of SCB S.A.)
4. Santander Consumer Financial Solutions Sp. z o.o. (subsidiary of SCM Sp. z o.o.)
5. SCM Poland Auto 2019-1 DAC (subsidiary of SCM Sp. z o.o.)
6. SC Poland Consumer 15-1 Sp. z o.o. (subsidiary of SCB S.A.)
7. SC Poland Consumer 16-1 Sp. z o.o. (subsidiary of SCB S.A.)
8. PSA Finance Polska Sp. z o.o. (subsidiary of SCB S.A.)
9. PSA Consumer Finance Polska Sp. z o.o. (subsidiary of PSA Finance Polska Sp. z o.o.)
10. Santander Towarzystwo Funduszy Inwestycyjnych S.A.
11. Santander Finanse Sp. z o.o.
12. Santander Factoring Sp. z o.o. (subsidiary of Santander Finanse Sp. z o.o.)
13. Santander Leasing S.A. (subsidiary of Santander Finanse Sp. z o.o.)
14. Santander Leasing Poland Securitization 01 Designated Activity Company (subsidiary of Santander Leasing S.A.)
15. Santander F24 S.A. (subsidiary of Santander Finanse Sp. z o.o.)
16. Santander Inwestycje Sp. z o.o.
Compared to 31 December 2019, the list of members of Santander Bank Polska Group was extended to include the following two subsidiaries of Santander Consumer Multirent Sp. z o.o. (a company controlled indirectly by Santander Bank Polska S.A. and directly by Santander Consumer Bank S.A.): Santander Consumer Financial Solutions Sp. z o.o. with its registered office in Wrocław and SCM Poland Auto 2019-1 DAC with its registered office in Dublin. For more details, see Chapter X “Organisational and Infrastructure Development”, Section 2 “Changes in Composition of Santander Bank Polska Group”.
The above-mentioned list of subsidiaries includes Santander Consumer Finanse Sp. z o.o. which was dissolved and liquidated as of 31 December 2020 based on the resolution of the Extraordinary General Meeting of 23 December 2020.
As at 31 December 2020, all entities of Santander Bank Polska Group are consolidated with the bank in accordance with IFRS 10.
In the consolidated financial statements of Santander Bank Polska Group for 2020, the following companies are accounted for using the equity method in accordance with IAS 28:
1) Santander Aviva Towarzystwo Ubezpieczeń S.A. (Santander Aviva TU S.A.)
2) Santander Aviva Towarzystwo Ubezpieczeń na Życie S.A. (Santander Aviva TUnŻ S.A.)
3) POLFUND – Fundusz Poręczeń Kredytowych S.A.
Compared with 31 December 2019, the list of associates did not change.
As at 31 December 2020 and 31 December 2019, Santander Bank Polska Group owned at least 5% of share capital or voting power in the following companies:
1) Companies from the equity investment portfolio of Santander Inwestycje Sp. z o.o.
III. Macreconomic situation in 2020 r.
The Polish economy entered 2020 with still good, but slowing economic growth. However, as the first diagnosed Covid-19 cases appeared in Poland in mid-March, the economic outlook deteriorated dramatically. The disease proved to be the most important factor affecting economic and financial activity until the end of the year. Restrictions in business activity and social mobility triggered a major decline in GDP growth in Q2 2020: -8.2% YoY or -8.9% QoQ after a seasonal adjustment. This was the most considerable decline since early 90s. Q3 2020 saw a surprisingly rapid and strong rebound. However, the recovery process was uneven: some areas were improving faster, while others remained in stagnation or even deteriorated. For example, industrial production and retail sales returned to positive YoY growth rates, while in the construction sector, which was initially quite immune to the pandemic, the output fell significantly in Q3. In 4Q20 GDP slowed again together with stricter epidemic restrictions, but by only 0.7% QoQ and 2.8% YoY. In the final month of 2020 industrial output rose by more than 10% YoY with goods exports up by c.15% YoY, retail sales fell by less than 1% YoY and construction output registered the first positive YoY growth since the start of the pandemic. Taking this together, GDP in the whole 2020 fell by 2.8% according to preliminary estimates by GUS, In general, such sectors as tourism, travel, entertainment and events suffered the most, whole industry and export-oriented branches did quite well.
The initial reaction of employment to the pandemic and restrictions was quicker and stronger than during previous crises in the Polish economy. However, the adjustment was mostly based on shortening working hours, not on layoffs (“labour hoarding” was common among firms), which was supported by government’s support schemes. As a result, average employment in the corporate sector (calculated in full-time jobs) fell by 3% YoY in May, while headcount fell by 0.8% YoY. As the economic activity was going up in Q3 2020, companies were restoring normal working hours and their reaction to the second wave was calmer. Thanks to that, at the end of the year the average employment was only by 1% lower in annual terms. Unemployment also reacted in a limited way – in December, the jobseekers count was by 180 thousand higher in annual terms. Partially this was due to the fact that some of the redundant employees became economically inactive. Migration was another factor limiting the rise in unemployment: some migrants who had lost their jobs moved back to their homelands (at least temporarily). Wage growth was markedly lower only in April and May (after correcting for inflation it was even negative in YoY terms), in August, it already returned above 4% YoY and in December it reached 6.6% YoY.
CPI inflation began 2020 with a rise to 4.5% YoY on average in Q1 from 2.8% YoY in Q4 2019, due to electricity price hike and further strengthening of food price inflation. With the outbreak of Covid-19, inflation started to decline, but slower than expected. Only December saw a sharper decline (to 2.4% YoY). During the year, there was a sharp downside adjustment of food price inflation and of fuel prices – due to a collapse of oil prices. However, core inflation excluding food and energy only strengthened during the pandemic and reached 4.3% YoY in July, the highest value in more than 18 years, a level at which it stayed until November (December saw an abrupt decline to 3.7% YoY). The reaction of core inflation in Poland was the opposite of its reaction in the euro zone, where it declined to almost zero during the pandemic. Service prices were growing increasingly faster throughout 2020 to 7.8% YoY in November vs 6.1% in December 2019, but in December 2020 the growth rate dropped to 6.6% YoY. Goods price inflation eased to 0.9% YoY from approx. 4% in Q1 2020. The persistently high inflation in Poland and its different behaviour compared to that in the euro zone was mainly due to administered prices, notably in relation to electricity and waste collection.
In response to the spread of the new disease and the government’s decision to impose lockdown, the MPC started cutting rates. After three moves – in March, April and May – the reference rate was 0.1%, the lowest ever. At the same time, an asset purchase programme was introduced, covering government bonds and state-guaranteed bonds. Some other, less important support instruments were also launched. In later months, the activity of the MPC was low, with no press conferences after monetary policy meetings, and poorer quality of communication with the market. Late in 2020, the NBP intervened several times on the FX market to weaken the zloty, sending EURPLN from 4.45 in early December to above 4.60 at the end of the year.
Lower economic activity has reduced the demand for loans. Even though the demand for mortgages recovered relatively quickly, sales of consumer and corporate loans remained subdued. Bank loans were also partially replaced by the government’s financial help programme. Due to these factors, at the end of the year, the total volume of loans was down 1% vs December 2019 (after taking into account FX changes). PLN-denominated mortgage loans advanced by about 10% YoY, consumer loans went down by 2% YoY, while corporate loans declined by 7% YoY, with the most considerable decline observed in current loans (-15% YoY). Despite weak creation of money through bank loans, the expansive fiscal policy financed by bond issues resulted in a high growth of deposits in the banking system. In mid-2020, the deposit growth rate was close to 16% YoY, while in the following months it slowed down to approx. 12% YoY in December. Depositors continued to turn away from term deposits (which declined by about 27% YoY) in favour of current deposits (which rose by about 30% YoY), mostly due to the low interest rates on the former.
In late 2019, it seemed that in 2020 financial markets will continue to be driven mainly by brexit or the US-China trade wars. The unexpected appearance of the novel coronavirus and the outbreak of the pandemic triggered a sharp sell-off of risky assets and shutdown of many economies, which resulted in bigger recession than during the 2008 World Financial Crisis. Experience gained during the previous turbulences allowed central banks to ease monetary policy immediately – interest rates were cut, existing asset purchase programmes were extended and new ones were launched. Governments arranged rescue packages to support closed economies in order to limit the scale of recession and potential rise of the unemployment rate. The European Commission proposed a recovery package of EUR 750bn called Next Generation EU, aimed at supporting the economy during the pandemic. Together with the EU multiyear financial framework, the instrument was accepted before the end of 2020. The fast monetary and fiscal policy
response mitigated the adverse reaction from the market (as evidenced, for example, by the size of the drop of equity indexes) compared with the 2008 crisis, and risky assets soon started to recover pricing in a scenario of V-shaped economic revival. The significant rise in the number of Covid-19 cases in autumn resulted in only temporary deterioration of the global market sentiment. In November, the presidential election was held in the USA, and Joe Biden won the race to the White House. Although results were announced later than usual, there was no meaningful nervousness on the market in anticipation of a highly accommodative monetary policy to be maintained by the Fed in the coming years. At the very end of the year, the EU and UK managed to reach an agreement regarding the trade deal.
In 2020, Polish short- and long-term bond yields fell substantially since the global central banks (including the Fed) and the NBP were cutting interest rates and launched QE programs to fight the adverse effects of the pandemic. In Poland, cash from the central bank’s bond purchases went to commercial banks, which invested it in short- and medium-term bonds. As a result, the 2Y bond yield fell to 0%. In the whole of 2020, the Polish 10Y bond yield fell from 2.20% to 1.24% (by nearly 100 bps), and 2Y from 1.55% to 0.05% (by 150bps). As long-term bond yields fell less, the bond curve steepened with the 2-10Y spread rising from 60 bps to approx. 120 bps. The 10Y PL-DE bond yield spread fell from 250 bps to 180 bps. The size of the NBP bond purchase programme exceeded PLN 105bn with the highest pace of purchases noted at the beginning of the pandemic whereas the second part of the year saw some slowdown. The value of 7-day money bills outstanding reached PLN 185bn at the end of the year vs PLN 80bn before the pandemic. Bonds issued by the Polish state owned bank BGK and the Polish Development Fund (PFR) were positively received by investors thanks to the higher yield offered. In 2020, investors purchased BGK bonds for over PLN 100bn and PFR bonds for approx. PLN 65bn.
2020 brought a significant increase in volatility on the EM FX market. Versus the dollar, CEE currencies and Latin American currencies recorded the widest annual % high-low spreads in 3–4 years and 5 years, respectively (in the case of MXN, even since the 2008 US financial crisis). Over the last 12 months, all of the main EM currencies depreciated vs the euro, and a half of them strengthened vs the dollar. The main factor affecting the zloty in 2020 was the Covid-19 pandemic. In the first months of 2020, the rise of global risk aversion hit the Polish currency and pushed EURPLN to 4.63 (its highest since mid-2009), USDPLN to 4.30 (its highest since H2 2001), CHFPLN to 4.37 (its highest since January 2015 when the Swiss National Bank unpegged the franc leading to its sharp strengthening), and GBPPLN to 5.25 (its highest since late 2016). In the subsequent months, the zloty was recovering on the back of hopes that the Polish and global economy will recover fast thanks to the support from the monetary and fiscal policy. The autumn rise in Covid-19 cases in Poland and abroad terminated the zloty appreciation impulse. Additionally, in the second half of December the National Bank of Poland intervened on the FX market in order to weaken the zloty. As a result, EURPLN jumped temporarily to its 2020 peak reached in Q1. In the whole of 2020, EURPLN rose by 6.8%, CHFPLN by 7.6%, GBPPLN ended the year roughly flat while USDPLN fell by 1.9%.
2020 was the most remarkable year in the history of the Warsaw Stock Exchange (WSE). The outbreak of the global pandemic, which spread from China to Europe in March, caused not only an economic crash but also a serious turmoil in stock markets. The panic on the Warsaw floor resulted in a mass selloff at the turn of February and March, dragging stock indices down to the levels from before a decade. A gradual recovery of the WSE observed in summer gained momentum in November after the new Covid-19 vaccines had been approved for use. Growing optimism backed by the zero interest rate policy of the major central banks triggered another surge in the stock markets, which was not even stopped by the defeat of the Republican president in the US election. As a result of the holiday rally, WIG, the broad-based index, recovered nearly all the pandemic losses, closing the year only 1.3% down. WIG20 fared worse and lost 7.7% YoY. This relatively weak performance of the blue chip index was once again caused by the structure dominated by old economy stocks, which were under the strong supply pressure for the larger part of the year. It was not until the news on a Covid-19 vaccine came through that this disproportion was partially reduced. Mid-cap companies performed much better against this background, with mWIG40 rising by 1.8 YoY, but the biggest gainers were small-cap stocks: sWIG continued its winning streak from H1 2020 and soared by 33.6% YoY, only to confirm a growing demand from retail investors. Apart from the pace of the Covid-19 vaccine rollout, stock market trends will strongly depend on the scale of the stimulus programmes on the one hand, and on continuation of the existing policy by central banks on the other, bringing the cost of debt virtually to zero and making traditional ways of saving less attractive.
The table below shows the selected legislation which came into effect in 2020 and has impact on the financial sector in Poland.
Act or regulation |
Effective date |
Selected regulations affecting the financial sector |
Regulation (EU) 2019/518 of the European Parliament and of the Council of 19 March 2019 amending Regulation (EC) No 924/2009 as regards certain charges for cross-border payments in the Union and currency conversion charges |
15 December 2019 and 19 April 2020 (selected provisions) |
· Equalisation of charges for cross-border transfers (as part of the EEA) with charges for corresponding national transactions. · Obligation for banks to provide customers with clear information about the cost of online transfers and the cost of potential currency conversion. |
Act amending the Act on support for mortgage borrowers in financial distress and certain other acts |
1 January 2020 |
· Extension of the group of customers eligible for aid from the Borrowers Support Fund and introduction of other solutions (such as higher amount and period of aid). |
Regulation of the Council of Ministers of 9 March 2020 on documents connected with banking activities saved on electronic data media |
19 September 2020 |
· Alignment of the terminology and requirements concerning electronic statements of will with Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market (eIDAS). |
Act of 30 August 2019 amending the Insolvency Law Act and certain other acts |
24 March 2020 |
· Simplification of the insolvency procedure and reduction of workload for insolvency courts: ü Introduction of a fast-track consumer bankruptcy procedure, whereby courts do not have to check the causes of debt when processing bankruptcy filings. ü Introduction of safeguards for sole traders corresponding to solutions available under the consumer bankruptcy procedure. ü Increase in the number of possible closure scenarios as part of the debt adjustment procedure available to individuals. |
Legislative package (Anti-crisis Shield), including the Act of 31 March 2020 amending the Act on special measures aimed at prevention and containment of Covid-19 and other contagious diseases and management of crisis situations caused by them, and on amendment of certain other acts (Shield 1.0) |
31 March 2020 (selected changes effective as of other dates, including retroactively) |
· Implementation of the following solutions: ü changes to the calculation of the maximum non-interest cost of consumer loans; ü interest capitalisation on state-subsidised loans provided under the “Home for the Family” (“Rodzina na swoim”) programme subject to grace period; ü option for micro, small and medium companies to have certain loan agreement terms and repayment dates amended. · Financial aid (mostly non-repayable) available on preferential terms to micro, small and medium companies and large companies under the PFR Financial Shield programme to support liquidity and financial stability during the economic slowdown caused by the Covid-19 pandemic; · Support for businesses affected by the coronavirus, including: ü subsidies from the Guaranteed Employee Benefits Fund towards salaries and social insurance contributions available to entities whose turnover decreased due to the pandemic; ü furlough pay available on specific terms to individuals conducting non-agricultural activity and persons providing services under civil-law agreements; ü loans for micro companies from the Labour Fund (with a debt cancellation option); · An option for employers to instruct employees to work from home; · No right for landlords to terminate lease agreements or increase rent until 30 June 2020 (except as otherwise specified in the act); · No trials or open hearings to be held during the state of epidemic emergency or the state of epidemic (except for urgent trials or open hearings specified in the act); · Suspension or deferral of procedural and court deadlines. |
Act or regulation (continued) |
Effective date |
Selected regulations affecting the financial sector |
Act of 31 March 2020 amending the Act on the system of development institutions (as part of the “Anti-crisis Shield” legislative package) |
1 April 2020 |
· Appointment of the Polish Development Fund (PFR) as the main entity responsible for resolving crisis situations caused by Covid-19 and providing support to businesses as part of the state programme aimed to minimise the impact of Covid-19. |
Act of 16 April 2020 on special support measures in response to the spread of SARS-CoV-2 (Shield 2.0) |
18 April 2020 |
· Refinement of Anti-crisis Shield 1.0: ü Extension of an option to have loan agreement terms and repayment dates amended without the need to undergo full repayment capacity analysis to all businesses; ü Introduction of a possibility for entities facing financial difficulties as a result of announcement of the state of epidemic emergency or the state of epidemic to claim a repayable financial aid from Agencja Rozwoju Przemysłu S.A. in the form of loans, guarantees or leases. |
Act of 14 May 2020 amending certain acts on protection measures in response to the spread of SARS-CoV-2 (Shield 3.0) |
16 May 2020 (selected changes effective as of other dates, including retroactively) |
· Penalisation of charging costs in excess of the maximum non-interest credit costs and maximum interest (Article 304 of the Criminal Code); · A possibility to suspend student loan repayments for the maximum period of six months (with interest for this period covered in full from the Student Loan Fund); · Revocation of the provision of Financial Stimulus Package 1.0 on deferral or suspension of procedural or court deadlines. |
Act of 19 June 2020 on subsidies for interest on bank loans granted to businesses affected by COVID-19 and on simplified arrangement approval proceedings in connection with Covid-19 (Shield 4.0) |
24 June 2020 (majority of provisions)
|
· Introduction of a possibility to: ü suspend repayments on mortgage loans granted under the Housing Development Support Act; ü suspend principal and interest payments on consumer loans, mortgage loans or other loans due to the loss of job or other main source of income by the borrower after 13 March 2020 (the payments may be suspended at the request of the borrower for the maximum period of three months); ü apply for subsidies for interest on renewable and non-renewable w/c loans for up to 12 months to improve financial liquidity. · Set-up of the Liquidity Guarantee Fund at BGK to provide medium and large businesses with liquidity guarantees to secure working capital loans regardless of the sector they operate in (available until the end of 2020). · Easier access to de minimis and Biznesmax guarantees for micro, small and medium companies. |
Act of 5 June 2020 amending the PIT Act, CIT Act, Act on lump sum income tax on certain income earned by natural persons and certain other acts (amendment to the White List) |
1 July 2020 (majority of provisions) |
· Amendment of the VAT Act and the General Tax Code to reflect the tax rulings issued in December with regard to legal effects of payments to banks’ assignment accounts/ accounts for in-house settlements which are not included in the White List. |
Act of 11 May 2019 amending the Act on enforcement proceedings in administration and certain other acts |
30 July 2020 |
· Simplification and improvement of enforcement proceedings. |
Act of 17 September 2020 amending the Act on special measures aimed at prevention and containment of Covid-19 and other contagious diseases and management of crisis situations caused by them, and on amendment of certain other acts (Shield 5.0) |
1 October 2020 |
· Extension of the support for artists, creators and tour operators. · Reimbursements for cancelled package tours by the Insurance Guarantee Fund. · Adding the Insurance Guarantee Fund to the list of entities eligible to obtain information subject to banking secrecy from banks (change of the banking law). |
Regulation of the Minister of Finance, Funds and Regional Policy of 8 October 2020 amending the Regulation on a higher risk weight for exposures secured with mortgages on properties |
16 October 2020 |
· Change of the risk weight for part of exposures secured by mortgages on commercial property: ü 100% for exposures secured by mortgages on office property or other commercial property ü 50% for exposures secured by mortgages on commercial property used by the borrower for their own business. |
Regulatory recommendations and guidelines |
Effective date |
Selected regulations affecting the financial sector |
Communication of 23 January 2020 from the KNF Office on information processing by supervised entities using public or hybrid cloud computing services
|
23 January 2020 |
· Specification of rules on which supervised entities may use cloud computing services/ tools to process data. Particular requirements apply to cloud computing services used for the purpose of processing information which is protected by law or significant to the operations of a supervised entity. |
EBA Guidelines on outsourcing arrangements of 25 February 2019 (EBA/GL/2019/02)
|
no later than 28 December 2020 |
· Introduction of additional requirements for banks using outsourcing services, including an obligation to have an outsourcing policy in place, keep a detailed register of outsourcing agreements and notify the KNF Office of outsourcing of critical and important functions. |
New Recommendation S on best practice in the management of mortgage-backed credit exposures (the KNF Office is to apply to the KNF to postpone the effective date of Recommendation S till 30 June 2021) |
December 2020 |
· Extension of the existing scope of the Recommendation to include rules for managing fixed-rate and term fixed-rate home mortgages. · Introduction of provisions on the “key-for-debt” option, stipulating that the borrowers’ obligations will be considered discharged if the title to the financed property is transferred to the bank. |
Recommendation Z on corporate governance in banks
|
9 October 2020 |
· The regulation incorporates guidelines issued by EBA and ESMA and by the KNF following inspections at banks. It includes recommendations on suitability assessment of supervisory and management board members and key function holders, term of office of supervisory and management board members, corporate governance practices as part of onboarding and training processes for the above-mentioned groups, remuneration rules and an obligation to apply specific HR policies. |
IV. Development Strategy of the Bank and Santander Bank Polska Group
The strategy of Santander Bank Polska S.A. for 2021–2023 is a continuation of the previous course of action and is based on the same values and assumptions as applied before. The bank’s purpose, aim and values have not changed for years:
Key strategic objectives for 2021–2023
As part of its strategic vision, Santander Bank Polska S.A. intends to:
· Become a leading bank in terms of service quality, focusing on customer needs and expectations;
· Build long-term relationships with customers based on trust, loyalty and enhanced customer experience;
· Anticipate and respond to customers’ needs with tailored products, services and solutions;
· Modernise banking services through digital transformation, including end-to-end processes, and change the operating model to a more effective and less capital-intensive one;
· Increase the number of digital customers;
· Focus on the growth of profitable business, strengthening its position in the key market segments through both organic and inorganic growth;
· Create an engaging work environment through collaboration, communication and bottom-up initiatives raised in the bank’s units;
· Enhance effectiveness and streamline internal processes in line with an Agile methodology;
· Combine the maximisation of shareholder value with the commitment to the growth of local communities.
The above assumptions are reflected in the bank’s strategic goal for 2021–2023, which is to:
The strategy of Santander Bank Polska S.A. promotes a customer-centric approach to business management through continuous improvement of service quality and product range. A special focus is placed on digitalisation and simplification of processes from the customer’s perspective, which results in increased operational efficiency, simple solutions, and transparency of the offer. It also promotes the corporate culture which is focused on increasing engagement and motivation of employees and social responsibility of the organisation. The outbreak of the pandemic in 2020 further enhanced the development direction set by the bank.
The overall goal has been divided into six strategic directions for 2021–2023: customer obsession, employee focus, simplification, smart omnichannel, open platform, safety and trust. The above directions include specific objectives related to the key stakeholder groups: employees, customers, communities and shareholders.
six strategic directions for 2021–2023 and their priorities
Santander Bank Polska S.A. puts customers at the heart of its business, and all activities (projects, initiatives, hot spots, bets and group programmes) are delivered in six strategic areas, with simplification and smart omnichannel banking having the greatest transformation impact.
In view of dynamic and complex changes in the macroeconomic environment, the strategy of Santander Bank Polska S.A. is regularly verified, which helps take prompt action in response to market trends and other significant changes in the environment (e.g. pandemic situation). The new normal created by the Covid-19 pandemic has a strong impact on the bank’s strategy and priorities. It also affects the bank’s operating model, which is regularly adapted to the new circumstances in order to maximise the emerging opportunities (such as acceleration of digitalisation) and effectively mitigate risk.
In 2020, the bank’s business strategy was used to develop a three-year IT strategy with the following assumptions:
· delivery of the 4P Programme (simple offer, better and easier-to-use products, simplified and increased flexibility of the IT infrastructure, more effective investment into new technologies, long-term competitive edge and better working conditions);
· introduction of the DevOps culture (uninterrupted implementation of changes in production systems);
· improvement of the software development process (reduction in the number of production incidents and faster implementation of changes);
· accelerated digitalisation of Retail Banking.
The bank’s business strategy was used to develop a new three-year IT strategy in 2020, taking into consideration the current IT capabilities and their use by the organisation. For more details about the IT strategy and its delivery, see Chapter X “Organisational and Infrastructure Development”, Section 5 “IT Development”.
Corporate culture
The corporate culture of Santander Bank Polska Group is based on the values and ethical standards which help build trust and earn lasting loyalty of employees, customers, shareholders and local communities.
The corporate culture of Santander Bank Polska Group and Banco Santander Group is underpinned by the General Code of Conduct and Simple|Personal|Fair values and behaviours.
The Simple|Personal|Fair values reflect the Group’s philosophy, including rules it follows when taking decisions and interacting with customers, shareholders and other stakeholders. In line with these values, the Group strives not only to fulfil its business commitments and comply with laws, regulations and best practice, but also to exceed expectations of its stakeholders, particularly customers. Particular focus is placed on the areas where the Group may significantly help customers achieve financial success and sustainable growth.
· The Group promotes eight corporate behaviours among its employees, which are additionally used as a performance review criterion:
· Apart from the corporate behaviours which apply to all employees of the Group, all managers (leaders) are also expected to act in line with the leadership commitments summarised below.
· The risk culture promoted by Santander Bank Polska S.A. is called “pro risk” and consists of five principles: accountability, resilience, simplicity, challenge and customer focus. Activities implemented within this culture include: education of the bank's employees; awareness-raising activities among employees relating to risks encountered in day-to-day work; providing channels for anonymous reporting of issues of concern; and features of the incentive system encouraging employees to adhere to the risk culture values.
· Diversity and inclusion in the workplace, product offering, customer service and relationships with other stakeholders are seen by the Group as the sources of its strength and competitive advantage.
The bank’s brand promise reflected in the concepts of “Bank As You Want It” (“Bank Jaki Chcesz”) and “You Bank As You Want It” (“Bankujesz jak chcesz”) focuses on the fundamental consumer need of having influence and control. While placing customers at the heart of its business, the bank strives to identify their needs and provide solutions and functionalities that are tailored to individual requirements. At the same time, the bank provides customers with tools that enable them to personalise products and services on their own (without engaging branch advisors). It is helped by the digitalisation of banking processes and by a growing number of customers who prefer banking via remote channels.
The Group conducts its activity in line with the Principles for Responsible Banking, understanding the role and importance of banks to customers, the economy and the community. It focuses on developing fair and transparent relationships with customers and making a positive contribution to communities and the environment. Particularly important are responsible sales and prevention of misselling. By embedding responsible business principles in its day-to-day management, the Group increases loyalty of its customers and delivers its strategy in a more effective way.
At the start of 2021, the economic situation will remain subdued and the coronavirus threat will persist throughout the winter, but we are expecting a stronger economic recovery in H2 2021 owing to the progress of vaccination. When the coronavirus threat decreases, a strong economic recovery will be possible thanks to realisation of delayed demand, substitution effects and the generous flow of EU funds. Even though there are many question marks, e.g. about the pace of vaccine distribution or the number of people willing to get the vaccine, we think it is reasonable to assume that in mid-2021 the level of vaccination will be high enough to markedly decrease the risk of further pandemic waves and economic restrictions. We are expecting an average 2021 GDP growth at 4.6% YoY (e.g. very close to 4.7% recorded in 2019), driven mostly by a decisive rebound in domestic demand, especially in private consumption, with a weaker and delayed rebound in investment. Even though the balance of trade will still record a major surplus, this element will be affecting the GDP growth negatively despite solid exports, as we are expecting an acceleration in imports in H2 2021.
Although the peak of the unemployment rate could be still ahead, we do not expect it to be high. When the economic revival starts in H2 2021, the unemployment rate should stabilise at a moderately low level. The government’s Financial Shield should support the labour market in small and medium companies in H1 2021, but in mid-year verification will begin to check if firms comply with the Shield’s loan forgiveness conditions. On the other hand, labour hoarding during the pandemic means that there seems to be little room for employment growth amid the economic recovery, and there should be no strong pressure on wages growth.
We believe that in 2021 inflation should ease from 3.4% in 2020 to 2.5%, that is to below the NBP target of 2.5%. This would be the delayed effect of weaker domestic demand as well as decent financial performance of companies, the base effect and a smaller rise in food prices. Administrative components, like a further rise in electricity prices, introduction of the capacity charge and new taxes will prevent inflation from falling lower.
Development of the macroeconomic situation in 2021 will give the central bank the comfort of keeping interest rates unchanged, even until the end of the current MPC term (early 2022). While some members have already mentioned the need to normalise the policy, they remain a minority. On the other hand, some members, including NBP governor Adam Glapiński, have signaled the possibility of further interest rate cuts but only if the economy suffers further disruptions – however, these members are of the opinion that the current interest rates are appropriate for the macroeconomic situation. During 2021, the size of the NBP bond purchase programme may change in response to the government’s possible new anti-crisis measures and their related borrowing needs.
In 2021, as economic and health situation normalises, there should be a gradual recovery of credit demand. Companies’ demand for bank financing may still be reduced in the first half of the year because of the distribution of support from another government programme (Financial Shield 2.0) amid low appetite for new projects. Deposit growth should be higher than credit growth, but the difference may be smaller than in 2020. At the same time, the low interest rates will be negatively affecting the demand for term deposits, making them stagnate or fall further.
According to our forecasts, at the end of 2021 EURPLN will return to 4.30, that is the middle of the 4.25-4.35 range in which it was trading for most of the time since mid-2018 until the Covid-19 crisis broke out. The key assumptions here are: positive global market sentiment continuing for most of 2021; progress of vaccination with reduced concerns about next waves of the pandemic; and no resurfacing tensions between Poland and the EU. In the first months of 2020, the zloty may remain quite stable, near 4.50 against the euro, anchored by the risk of central bank’s FX interventions.
In 2021, we expect 10Y bond yields to increase to 1.75%, driven predominantly by the rise in the core market yields as well as by better-than-market-consensus GDP growth, and the issuance of government and Covid bonds. The falling CPI and the continued NBP QE might stabilise the yields or even drive them a bit lower. The front end of the curve should remain stable with NBP rates on hold throughout the year.
As at 31 December 2020, the number of FTEs in Santander Bank Polska Group was 12,616 vs 13,579 as at 31 December 2019. These headcount figures included 10,170 FTEs of Santander Bank Polska S.A. (10,726 as at 31 December 2019) and 1,976 FTEs of Santander Consumer Bank Group (2,388 as at 31 December 2019).
The 7.1% decrease in the total employment of Santander Bank Polska Group in 2020 reflects the ongoing transformation of the operating models of both banks through digitalisation, optimisation of branch network, dynamic migration of sales and services related to financial products to remote distribution channels and steady implementation of technological and organisational solutions increasing operational efficiency of the organisation. The objective is to allocate the maximum resources to strengthen customer relationships, grow business and build competencies in accordance with the target profile. As a result of this transformation, the employment levels in branches and some business support areas are being reduced, while the headcount of units requiring specialist competencies and knowledge is increasing. The HR processes take into account natural employee attrition as well as the present business needs and market conditions.
In connection with the above-mentioned optimisation and transformation, in Q2 2020 Santander Consumer Bank S.A. started the collective redundancy process, which will be completed by the end of H1 2021 and will cover 430 people. In 2020, the total headcount of Santander Consumer Bank Group decreased by 412 FTEs.
Santander Bank Polska S.A. also decided to start collective redundancies (Management Board Resolution of 29 October 2020). The process will cover max 2,000 employees of the bank’s Business Support Centre and distribution network (approx. 18.52% of the total headcount) and will be completed by 31 December 2022. On 19 November 2020, the bank signed a memorandum of understanding on collective redundancies with all trade unions established at the bank, setting out, among other things, the staff selection criteria, terms and conditions of severance pay and additional compensation, and the scope of the support programme for employees to be made redundant.
Employment of Santander Bank Polska Group
Human and intellectual capital of Santander Bank Polska Group is created by highly-qualified employees who constantly develop their competencies as part of day-to-day activities and top-quality development programmes. Comprehensive development programmes for managers and employees and continuous focus on knowledge sharing and self-education contribute to the growth of the intellectual potential as well as efficiency and stability of the Group’s human capital.
Employment structure of Santander Bank Polska Group
Santander Bank Polska S.A. prepared a comprehensive support programme for employees to be made redundant (reStart). It is focused on activities aimed at helping employees re-enter the labour market and develop their competencies. The programme ensures support for groups and individuals and access to self-study materials. It offers a range of training courses, including on how to analyse own aptitudes, improve existing skills and build new competencies required to find a new job. The programme also envisages psychological support and sessions with experts for employees who are to be made redundant. Comprehensive information about collective redundancies and details about the support programme are available on a dedicated intranet site.
As part of extensive measures taken in response to the Covid-19 pandemic, a range of solutions were put in place in connection with health and safety at work and human resources management. They are presented in Chapter IX “Business Development in 2020” (Section 2.1 “Management of the Covid-19 Situation in 2020”). Alongside this, the existing experience was used to develop a remote work model, organise workshops for managers of dispersed teams and define assumptions for a new hybrid model to be used in the new normal.
The strategy of the Business Partnership Division of Santander Bank Polska S.A. is to build positive employee experience, as higher employee engagement is believed to have direct impact on customer satisfaction. This helps the organisation pursue its strategic goal, which is to achieve the leadership position in Poland from the perspective of customers and employees alike. The table below presents the main focus areas of HR management.
HR development directions |
Activities delivered in 2020 |
Identification of strategic areas for HR development |
· Based on the results of surveys and analyses, the bank identified four areas for development which have significant impact on employee satisfaction and set the bank’s HR development priorities: ü to create safe working environment and build relationships based on empathy, mutual support, and reliable and transparent communication; ü to develop expertise and tools to support remote processes; ü to build the remote work culture; ü to develop best practice and guidelines for the onboarding process. · Since June 2020, the effectiveness of the above initiatives has been measured as part of a quarterly eNPS (employee Net Promoter Score) survey. |
Development of HR processes and structures |
· As part of process simplification, the functionalities of various systems were integrated within one application: HR Portal. Users of mobile corporate email were provided with access to HR Portal via mobile phones. · In view of the dynamic business environment, digital transformation, changing expectations of employees and leaders and the need to optimise costs and increase effectiveness of organisational structures, the HR business model of Santander Bank Polska S.A. is being steadily changed to include: ü Agile teams comprising dedicated HR specialists in accordance with the Agile methodology; ü stronger focus on key business areas within small teams/ communities to ensure optimum allocation of resources and support development, succession and agility; · centralisation of competencies connected with building positive employee experience using such methodologies as Customer Design, Design Thinking and HCM. |
HR development directions |
Activities delivered in 2020 (continued) |
Inclusion initiatives |
· A range of initiatives were put in place to promote diversity and emphasise the strength and potential of female leaders: ü #SantanderWomen project, as part of which a series of educational and development workshops were held (“You’ve got the power”/ “Masz tę moc” and “Mastermind”) to inspire women to develop their leadership skills, learn about their strengths and share experience. ü Cooperation with Vital Voices Foundation with a view to empowering women to become leaders. |
Talent management |
· Santander Bank Polska S.A. is committed to knowledge sharing and transformation towards a self-learning organisation. This is supported by YOUniversity – a platform bringing together internal tutors (around 160 as at the end of 2020), i.e. people with various competencies and interests who are ready to share their knowledge and help others develop their skills. · In 2020, the bank continued to deliver bespoke development programmes for existing and future managers of all levels. |
Employer branding
|
· The following initiatives were undertaken to promote the image of the bank as an employer: ü PowerUp – a programme bringing together employees who act as brand ambassadors and promote the bank’s image in various communication channels, taking into account different aspects of employee experience (wellbeing, corporate culture, remote work culture). ü Employee activity in social media – a series of trainings were held as part of the employee advocacy strategy concerning such aspects as to how to build and promote a personal brand. ü Adjustment of the employer branding strategy to the new normal – external and internal surveys were conducted to define employer brand attributes, i.e. competitive advantages in the post pandemic reality setting the course of actions aimed at promoting the bank’s image among job candidates. ü Internal mobility – a programme aimed to promote career development within the bank, encourage employees to take part in internal recruitment and define the key steps of the process. |
Major awards |
· Euromoney Awards for Excellence, Excellence in Leadership – an award granted to Santander Bank Polska S.A. as the only bank in Poland in recognition of quick and innovative solutions offered to customers and communities in response to the Covid-19 outbreak and for their adaptation to the needs of personal and business customers. · Gold Leader of Healthy Business – a title awarded to the bank for inspiring and unique health promotion initiatives delivered as part of the “BeHealthy” programme in accordance with the bank’s approach to employee health and safety, which is considered to be of vital importance to delivery of the development goals. · Global Finance's Outstanding Crisis Leadership 2020 – an accolade awarded by the Global Finance magazine. · Award of the Wprost weekly for Santander Bank Polska S.A. for its high position in the ranking of the best employers in the times of crisis. · Top Employer 2020 title for Santander Bank Polska S.A. for creating friendly working environment, supporting talents and their development at all levels of the organization, and for continuously improving practices related to employing and building employee experience. |
Santander Bank Polska S.A. recruits new employees both internally and externally using methods and sources which are relevant to existing vacancies, including internal recruitment processes, the Referrals Programme, external service providers, specialised social media, practical training and internships, career fairs, events organised by universities, science clubs and career services.
The bank’s employees have precedence over other candidates in the internal recruitment processes at Santander Bank Polska S.A. and the companies from Santander Consumer Bank Group, which increases their development opportunities and helps build individual career paths.
The candidate profiles are checked to see if they meet the required job criteria in terms of their competencies, experience, knowledge, motivation, personality and compatibility with the organisational culture. All persons involved in the recruitment process must comply with the business ethics principles arising from the Labour Code and internal policies, in particular with the confidentiality and non-discrimination regulations.
The Referrals Programme of Santander Bank Polska S.A. engages employees in the recruitment process as it provides an opportunity to recommend candidates for vacant job roles in the bank. The system helps to reach a wider group of prospective employees who have relevant skills, aptitude and motivation, and are interested in taking up a job at the bank.
The recruitment process is additionally supported by the Practical Training and Internship Programme run in cooperation with universities across Poland, which is designed to recruit talented individuals who have key competencies defined in the global development strategy (Software Engineering, Cyber Security, Big Data and User Experience).
In 2020, Santander Bank Polska S.A. recruited employees with a new profile that are better prepared to deal with such market challenges as volatility, digitalisation and robotisation. It also focused on initiatives designed to enhance positive experience of job candidates and promote the bank as a modern and responsible employer.
During the Covid-19 pandemic, the recruitment interviews held both as part of internal and external processes were conducted exclusively online using the media available at the bank (Skype). The interviews were carried out in such a way as to make them as close to a face-to-face meeting as possible, while maintaining the highest standards.
Santander Bank Polska S.A. has an objectives management process in place which supports staff development and promotes attitudes in accordance with the Simple|Personal|Fair values and eight corporate behaviours. The process allows for flexibility (as the objectives can be modified along the way) and for communication efficiency (as it facilitates communication between employees and their line managers due to more frequent meetings, regular feedback, and support of the HRup! system). In the existing model, individual performance (assessed in two dimensions: WHAT and HOW, and in terms of delivery of risk management objectives) is closely related to the bonus level.
The objective of the remuneration policy of Santander Bank Polska Group is to recruit and retain top talents in the financial sector, using an appropriate and competitive remuneration package including base salary, bonus schemes and attractive benefits. The long-term goal of the remuneration policy is to ensure sustainable growth of the Group, with due regard to the interests of the key stakeholder groups (employees, shareholders, customers and communities) as well as corporate values.
The structure of the total remuneration offered by the bank is in line with the market practice, and the amount of remuneration corresponds to the levels prevailing in the banking sector.
The rules for remunerating employees are set out in the Remuneration Policy of Santander Bank Polska Group, which covers employees of the bank and its subsidiaries, including those whose professional activity has a significant impact on the risk profile of the organisation (Material Risk Takers/ identified employees) except for Supervisory Board members and the Management Board members. The remuneration of the supervisory and management bodies is governed by separate policies as approved by the Shareholders’ Meeting, namely the Remuneration Policy for the Supervisory Board Members of Santander Bank Polska S.A. and the Remuneration Policy for the Management Board Members of Santander Bank Polska S.A.
The Remuneration Policy of Santander Bank Polska Group covers an extensive scope of subject matters. Among others it defines rules for determining fixed and variable remuneration, awarding bonuses for the sales force, identifying and awarding bonuses to material risk takers in the Group, determining remuneration of control function employees and applying malus clauses.
The policy is based on an assumption that remuneration should be consistent with the interests of the shareholders and support creating a long-term value, while taking into account risk management, strategies, values and interests of the organisation as well as capital requirements.
The policy of Santander Bank Polska S.A. is consistent with the remuneration policy of Santander Group, relevant EBA guidelines on sound remuneration policies (EBA/GL/2015/22), Regulation of the Minister of Economic Development and Finance of 6 March 2017 on the risk management system and the internal control system, remuneration policy and detailed method of internal capital estimation in banks (Journal of Laws of 2017, item 637) and the Act of 16 October 2019 amending the Act on public offering, conditions for introducing financial instruments to organised trading, and on public companies, and certain other acts.
The existing Remuneration Policy of Santander Bank Polska Group was updated in H1 2020, along with the Remuneration Policy of the Bank’s Management Board and the Remuneration Policy of the Bank’s Supervisory Board. The above regulations were adopted by the Management Board on 12 May 2020 and approved by the Supervisory Board on 20 May 2020. The policies applicable to the governing bodies were approved by the Annual General Meeting of 22 June 2020.
The changes were implemented to ensure compliance with the amended Act on public offering, conditions for introducing financial instruments to organised trading, and on public companies, which transposes a range of EU regulations, such as Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 (Shareholder Rights Directive II), including the say-on-pay rule.
The updated Remuneration Policy of Santander Bank Polska Group also reflects the conclusions from the annual review of remuneration regulations and harmonisation measures taken across Santander Group. The key changes are summarised below:
· Selected sections concerning the Management Board were removed and incorporated into the Remuneration Policy of the Management Board of Santander Bank Polska S.A.
· The provisions regarding salary benchmarking based on the internal process were elaborated.
· The rules for remuneration of internal audit and compliance managers were refined (in accordance with Recommendation H).
· References were made to the separate severance pay and compensation procedure.
· Sections about potential payments under non-competition clauses were added.
· The employee groups subject to EBA and ESMA guidelines were defined.
· An option was introduced for the Management Board to extend the variable remuneration deferral period and increase the share of variable remuneration paid to the selected key employees in the form of financial instruments.
Stable financial results for 2019 enabled the bank to pay an annual bonus for employees in Q1 2020. Variable remuneration for 2019 was calculated before the state of epidemic emergency was introduced in Poland.
Due to the significant impact of the Covid-19 pandemic on the macroecomic situation in Poland, the bank reviewed the existing remuneration policy and took necessary measures in accordance with the fundamental principle of prudent management of risk and capital and limitation of actions that might weaken the bank’s capital base.
The key component of remuneration at Santander Bank Polska Group is the base salary, which is determined on the basis of the role performed, scope of responsibility, qualifications and experience. In its approach to job valuation, the Group uses best market practice to ensure competitiveness of remuneration. In response to dynamic changes in the labour market, the Group’s remuneration system is periodically revised using payroll reports of leading advisory companies and data published by Statistics Poland (GUS).
The last comprehensive review of base salaries took place in Q3 2020. In view of the uncertain economic situation, the bank decided not to launch the pay rise process in 2020.
The bonus schemes adopted by Santander Bank Polska S.A. enhance staff motivation and support the delivery of strategic objectives set by the organisation. Such schemes are linked to the results of the bank, respective units and individual employees whose performance, delivery of objectives, behaviours and engagement are reviewed on a regular basis.
The bank’s employees are set individual objectives that correspond to the activities of a given organisational unit. The objectives of the employees within the control units arise from the roles they perform and their remuneration does not depend on the financial performance of business areas they control. In the case of the sales staff, in addition to quantitative and qualitative objectives the performance review also covers the indicators related to customer service, risk management and compliance with the applicable regulations.
Variable remuneration depends on a bonus scheme relevant to a given employee (including bonus regulations for sales staff and Business Support Centre employees). Individual bonus schemes differ in terms of eligibility criteria, bonus amount and payment frequency. Bonus payment is conditioned upon the delivery of specific financial objectives (e.g. a stated gross or net profit growth rate or amount, credit cost, NPL, RWA) and satisfaction of qualitative criteria (e.g. customer satisfaction).
The rules for setting and paying variable remuneration of Material Risk Takers are presented in Chapter XIII "Statement of Corporate Governance in 2020”, Section 7 “Governing Bodies”.
In view of the guidelines on variable remuneration issued by the KNF, the bank:
· reviewed its remuneration policy;
· analysed its current and projected situation, taking into account the impact of the Covid-19 pandemic, in particular in terms of its capital base, financial liquidity and financial result.
In line with its prudent approach to maintaining a solid capital base, in 2020 the bank updated the documents about variable remuneration incorporated in the remuneration policy. The following changes were introduced:
· an option to extend the variable remuneration deferral period and increase the share of variable remuneration paid to the selected employees in the form of financial instruments;
· additional criteria related to business objectives delivery by the bank, which are used as a basis for bonus pool calculation.
The overall variable remuneration cannot exceed 100% of fixed remuneration even in the case of an exceptionally outstanding performance. However, in an exceptional case, this limit might be increased to maximum 200% of fixed remuneration subject to the approval by the AGM.
Variable remuneration components also include long-term (three-year) incentive programmes addressed to key employees of the bank. Under the programme, newly issued Santander Bank Polska shares are awarded to the participants if the business conditions specified in the programme regulations are met (for details about the 6th Incentive Programme, see Section 7 “Governing Bodies” in Chapter XIII “Statement on Corporate Governance in 2020”).
The Group also offers additional benefits that suit employees’ needs such as: health care packages or the cafeteria system which provides a wide range of cultural, sports and tourist benefits.
The bank offers a broad range of employee benefits which help make it a more attractive workplace, enhance the comfort and security of employees and their families and promote healthy lifestyle and work-life balance. Additional benefits are tailored to individual needs of employees and include medical care, group life insurance, life insurance without pension option, and accommodation, travel expenses, school fees and a cafeteria system which provides a wide range of cultural, sports and tourist benefits.
For four years now, the bank has run the “BeHealthy” programme (earlier referred to as “Zdrowie na Bank”), which is a part of the global corporate wellness programme of Santander Group. It is based on a holistic health model whose objective is to promote a healthy lifestyle and work-life balance. The programme covers educational and motivational campaigns and bottom-up health promotion activities (webinars with experts, and articles on healthy diet, ergonomics and active leisure). The bank launched an application designed to encourage sports competition among employees, in which they can build their communities, share their interests, take up various challenges and motivate one another.
The Business Partnership Division offers a range of development programmes and business training to facilitate delivery of the Group’s strategic goals and key business projects.
Due to the Covid-19 pandemic, in 2020 standard training courses were replaced by remote training sessions (using the latest technological solutions), promoting the concept of self-education among employees. Mandatory remote business training programmes (e.g. induction programme, cashier training, product and quality training) were fully coordinated via the LMS platform in terms of registration and attendance.
In response to the new needs arising from the remote work model, a calendar of workshops and webinars was created to provide guidance on how to use the latest technologies at work and manage virtual teams.
As part of talent management, specialist development programmes were delivered to the defined groups of employees, including new and existing managers, managers willing to build their competencies in relation to the new normal, young individuals with leadership potential, top performing employees, product owners and participants of the remote internship programme of Santander Group.
Santander Bank Polska Group is committed to maintaining the highest ethical standards in its relationship with shareholders, customers and employees.
Ethical conduct is the foundation of the corporate culture of the bank, whose strategic goal is to improve the product range and service quality to help customers prosper in accordance with the Simple | Personal | Fair values. The bank promotes attitudes among its employees which foster respect for others, integrity, reliability, honesty, engagement, openness, and willingness to cooperate and help. This is in line with the recommended behaviours:
The General Code of Conduct adopted by Santander Group provides a set of guidelines for all employees, irrespective of their role. It establishes standards and promotes the desired behaviours in relation to various aspects across the organisation.
The code is complemented with regulations concerning specific areas: Code of Conduct in the Securities Markets, Anti-Money Laundering Policy, Anti-Corruption Programme, Conflict of Interest Prevention Policy and many others.
The Group combats any forms of corruption in accordance with its “zero tolerance for corruption” policy.
The bank develops tools and resources to be able to mitigate legal liability risk arising from its operations. The measures aimed to prevent the materialisation of this risk are defined in the Corporate Defense Policy.
In order to protect its reputation, the Group continues to deliver the ethics and compliance e-learning programme (COMeT), which has become a regular part of the mandatory staff training system. Ethical and reputational issues are also incorporated in the risk pro campaign (Risk Culture Week) that promotes risk culture across the organisation.
The bank consistently promotes the idea of an open dialogue with employees, offering them a possibility to report any breaches of the General Code of Conduct and to share their opinions and doubts. Employees may use dedicated communication channels to report any concerns they have, including anonymously. Apart from the etyka@santander.pl email inbox, employees may use two helplines to report ethical and legal issues or employment-related issues, respectively. In 2020, a new application was deployed to facilitate reporting and management of these issues. During the year, the bank continued an intranet-based training and information campaign to remind employees of communication channels available at the bank and to encourage them to report issues in justified cases.
In 2020, a new initiative called “News from the whistleblowing channel” (“Wieści z kanału whistleblowing”) was launched to publish information about the categories and numbers of issues reported via the whistleblowing channel on the intranet.
Santander Bank Polska S.A. gives priority to building positive customer experience. Customers’ needs are at the centre of everything the bank does, in accordance with its purpose, which is to help people and businesses prosper.
In 2020, the customer experience management strategy focused on the three main pillars:
· Voice of the customer (including in-depth analysis of business data and market trends);
· Service design
· Customer-centric projects.
In 2020, the bank continued to enhance customer experience, while regularly monitoring customer satisfaction based on surveys conducted in the following three areas:
· benchmarking surveys, which compare the bank to its peers;
· relationship surveys, which assess the overall relationship between the customer and the bank;
· event-driven surveys, which are conducted e.g. after the customer’s visit to a branch or a partner outlet.
Customer surveys were also undertaken as part of the processes created in accordance with the Service Design methodology used within the bank’s Agile structures.
Due to the Covid-19 outbreak, additional customer satisfaction surveys were carried out to monitor feedback on communication and services during the pandemic, among other things.
Measures taken on the basis of customer satisfaction surveys, analysis of business data and monitoring of the current situation helped the bank increase customers’ loyalty. At the end of 2020, NPS was at its highest since the beginning of the survey in 2013. The bank was ranked first or second among its peers in the majority of areas assessed by customers, which contributes to the further growth of NPS.
In the retail customers segment, more than 5 p.p. YoY increase in the ranking was recorded in such areas as:
· range of services and products which meet customers’ expectations;
· efficiency and speed of service;
· intelligibility of the language used in contact with customers;
· customer service at a branch;
· use of ATMs and CDMs.
In the Select customers segment, Santander Bank Polska S.A. was among the top three banks in terms of propensity to recommend the bank. An increase was also reported in the overall satisfaction of Private Banking and corporate customers with services provided by the bank.
The bank continued to deliver projects aimed to create new solutions for customers, focusing on those that could contribute most to increasing customer satisfaction. They were implemented using best practice in service design within the Agile model. The Management Board members and senior executives also contributed to developing solutions using the design thinking approach. The project progress was monitored on an ongoing basis. A mentoring programme was also launched for prospective service designers.
The design thinking method is becoming increasingly popular at the bank. Along with the Agile way of working and a unique Service Design Framework engaging customers, this approach helps the bank build a positive image among customers
In 2020, the bank continued the following long-term projects:
· A model was implemented to define the key customer-centricity attributes for the organisation to focus on. They are one of the aspects considered in the product commercialisation procedure.
· Remote customer service models and rules (new customer service standards) were introduced, along with additional safety measures with respect to services provided at branches, which was particularly important during the pandemic.
· A plain language standard was introduced in messages and documents sent to customers and in internal communication (“Rzecz jasna” project). As part of traditional training and e-learning sessions, more than 2,000 employees were trained on how to use a plain language. Language audits were conducted in all customer segments (covering more than 4,000 documents) and feedback from customer surveys was used to simplify documentation. The bank also signed the Plain Language Charter (Deklaracja Prostego Języka), which was prepared as part of an initiative led by the Polish Bank Association (ZBP).
· The key qualitative success factors were defined for the most significant projects designed to improve customer experience in order to reflect the contribution of individual units to creating value for customers.
· Best practice in servicing vulnerable customers was developed and implemented (for more information, see Section 1.1 “Management of the Covid-19 Situation in 2020”, “Support for personal customers”) and the Consumer Protection Policy was monitored.
· In 2020, the bank signed the Declaration on Responsible Sales, according to which the key customer-centricity aspects are
· subject to annual external audits. The outcome of the 2020 audit was positive, with areas for development indicated.
The Golden Bank title for the best multichannel services confirms the effectiveness of initiatives undertaken by the bank to enhance customer experience.
Santander Bank Polska S.A. not only makes sure that complaint handling complies with regulatory requirements, but also works on increasing customer satisfaction at each stage of the process. Last year, new templates of complaint reply letters were prepared in accordance with the plain language standard for all types of claims made by customers. The layout was changed to a clearer and more legible one.
Customers may submit a complaint by following a simple procedure in any of the following ways: at a branch, in writing, over the phone or via an electronic banking platform, including via a video call or chat. A reply to a complaint may have a form of a letter, a text message or a message sent via internet or mobile banking services. Customers also receive text messages informing them about the status of the process: acceptance of the complaint, closure of the process (indicating the channel in which the bank will reply) or additional time needed to resolve the complaint (if longer than 7 days).
In 2020, the bank continued to optimise the complaint-handling process:
· the robotisation of complaint management was further implemented;
· customers who received the bank’s reply to their complaint via a text message were sent letters explaining how card fees had been charged;
· branch employees, helpline staff and Select and Private Banking advisors were authorised to inform customers, in specific circumstances, that their complaint has been upheld right after its acceptance (with money claimed by customers to be refunded within two working days).
After the complaint is resolved, the bank measures the level of customer satisfaction. The results are distributed to a number of units within the organisation to improve the process.
Customers who are not satisfied with the resolution may appeal to the Customer Care Officer, who provides the relevant support.
For ten years now, Santander Bank Polska S.A. has been running and developing the “Barrier-Free Banking” (“Obsługa bez Barier”) programme, designed to ensure access to the bank’s services and products for customers with special needs (the disabled, the elderly, pregnant women). The bank continuously increases accessibility, using advanced methods and providing appropriate conditions to people choosing traditional branches.
· At branches, customers are served by well-trained advisors and may use priority-service points. There are signature frames and mini magnifying glasses for visually-impaired customers. At each outlet, hearing-impaired customers may talk online with the bank’s advisor who uses Polish sign language. This option is also available via Santander mobile, Santander internet and the bank’s website.
· 21 branches are equipped with portable induction loops, i.e. devices which facilitate interactions with customers who use hearing aids. There are special procedures in place regarding statements of will made by customers who cannot read and/or write.
· Barrier-free branches may be equipped with additional tools such as tactile ground surface indicators and maps in Braille with a bell to be rung for assistance, and the TOTUPOINT navigation and information system, which supports spatial awareness and increases safety for people with visual impairment.
· The bank conducts regular audits at branches to make sure they are accessible to customers with disabilities. At the end of 2020, Santander Bank Polska S.A. had a network of 160 certified barrier-free outlets. Another 20 branches were selected for certification audits scheduled for late 2020/ early 2021.
· Santander Bank Polska S.A. also has a network of 1,460 ATMs available to disabled people.
· Online and mobile banking services are regularly developed and audited in terms of accessibility for customers with disabilities. Users can log into the mobile app using Face ID or Touch ID, while customers calling the Multichannel Communication Centre can be identified using voice recognition. Work is underway to improve accessibility of the website and the transactional service in accordance with the WCAG 2.0 and 2.1 standard.
· The bank’s advertising messages are adapted to the needs of the visually and hearing impaired. The videos published on the website of the Barrier-Free Banking Programme and the bank’s YouTube channel are available with subtitles and translation by the Polish sign language interpreter. The repository of documents in electronic formats (audio or video recordings in Polish sign language) is being steadily expanded.
In 2020, a particular focus was placed on solutions which facilitate communication with customers in remote channels, which was additionally required by the Covid-19 pandemic. The bank provided support for customers, including information about safe remote banking solutions.
Below are the main customer relationship management (CRM) initiatives undertaken in 2020:
· The CRM environment was integrated with electronic banking systems, which allowed the bank to personalise internet banking banners and improve management of digital communication. Personalised messages in internet banking increased the customer’s interest in the bank’s products and services measured by the number of clicks.
· New real time campaigns were run to sell credit and investment products and support customers in financial distress (e.g. customers with an unauthorised overdraft, a blocked card, etc.).
· A high-capacity online text message gateway was put in place and the length of messages sent this way was increased, thereby adding to the number of fully automated CRM campaigns.
· An email gateway was implemented, i.e. a new, free-of-charge customer contact channel which can be used to send mass, marketing and regulatory messages.
· Salesforce CRM was deployed, being one of the most innovative cloud-based systems worldwide, which facilitates service and reduces turnaround times by providing bankers with access to complete information about business customers.
· The bank launched Santi on santander.pl: a chatbot that can answer questions about products and services, internet banking, mobile application, as well as solutions prepared in response to Covid-19.
· A new onboarding process was designed and implemented for holders of the Account As I Want It. It consists of ten campaigns and a number of message templates which promote best daily banking solutions, encouraging customers to log in to electronic banking, make transactions and transfer their salary.
The ambition of Santander Bank Polska S.A. is to maintain best-in-class standards of communication with capital market participants in Poland and abroad. The bank is focused on providing accurate and transparent information, while ensuring a level playing field for all stakeholders.
As a listed company with an established market position, Santander Bank Polska S.A. is required to actively communicate with its stakeholders in order to satisfy their information requirements in accordance with the highest market standards and prevailing laws.
Particularly important is the communication with shareholders, investors and analysts. Santander Bank Polska S.A. makes best efforts to provide the above stakeholders with regular and timely access to high quality and clear information in order to facilitate the accurate assessment of the bank’s financial standing, market position and effectiveness of its strategy and business model.
The bank’s Investor Relations unit maintains relationships with institutional investors and stock market analysts, informing them about the bank’s development and performance and other relevant aspects which may affect their decisions. The unit also responded to questions about the current situation of the company.The above activities are aimed to ensure adequate transparency of the company, build trust and promote the bank’s image in capital markets.
In 2020, the following initiatives were undertaken as part of standard investor relations activities:
· The representatives of the bank’s Management Board and the Investor Relations unit held regular meetings with investors and stock market analysts. Around 150 meetings were organised in 2020 (due to the pandemic, they were video and teleconference calls).
· The bank’s representatives took part in eight conferences organised by Polish and foreign brokerage offices. As a result of the Covid-19 pandemic, these events were held online, making it possible to meet existing and prospective investors.
· Four teleconferences were held to present market analysts with the bank’s quarterly figures. In line with best market practice, they were broadcast online in both Polish and English, and recordings were made available on the bank’s website (https://bank.santander.pl/relacje-inwestorskie/serwis-relacji-inwestorskich.html).
At the end of 2020, 17 analysts from Polish and foreign financial institutions prepared and published reports and recommendations concerning the bank’s stocks.
All announcements and reports published by the bank are available on the Investor Relations website: https://bank.santander.pl/relacje-inwestorskie/serwis-relacji-inwestorskich.html. Results and presentations from the past years can also be found there.
As at 31 December 2020, the share capital of Santander Bank Polska S.A. totalled PLN 1,021,893,140, divided into 102,189,314 ordinary bearer shares with a nominal value of PLN 10 each.
On 25 September 2020, the share capital of Santander Bank Polska S.A. was increased through the issue of 101,009 series O shares under the 6th Incentive Programme, as a result of which the stake of shareholders which do not exceed the 5% threshold went up from 27.51% to 27.58%, while the shareholdings of Banco Santander S.A. and funds managed by Nationale-Nederlanden PTE S.A. decreased from 67.47% to 67.41% and from 5.02% to 5.01%, respectively.
The table presenting the number of shares and votes held by individual shareholders as at the end of 2019 and 2020 is included in Chapter XIII “Statement on Corporate Governance in 2020”, Section 5 “Issuer’s Securities”. For details about the increase in the bank’s share capital, see Chapter I “Overview of Activities of Santander Bank Polska S.A. and its Group in 2020”, Section 5 “Corporate Events”.
The profile of Banco Santander S.A. and its Group is presented in Chapter II “Basic Information about the Bank and Santander Bank Polska Group”, Section 1 “History, Ownership Structure and Profile”.
1) For more information, see “Dividend per share” section below
Globally, the banking sector was one of the industries that were worst hit by the pandemic in 2020. In Poland, the banking industry, which is considered to be the lifeblood of the economy, faced unprecedented challenges. Apart from lower activity of customers, banks had to cope with three interest rate cuts and legislative moratoria. Day-to-day operations of banks were seriously disrupted; however, strong flexibility and accelerated digitalisation allowed financial institutions to bring the situation under control. Although the end of the year was favourable and the stock prices visibly improved, the sector still remains under strong pressure caused by all-time low interest rates and possible further cuts in 2020 as hinted by the NBP at the end of December 2020, no dividend payments, high regulatory fees, uncertainty about the impact of the economic slowdown on the quality of assets, and the public debate about CHF loans. Despite some recovery, WIG-Banks lost as much as 29.6% YoY. The market capitalisation of Santander Bank Polska S.A. followed the same trend, decreasing by 39.6% compared with the start of the year.
In 2020, the share price of Santander Bank Polska S.A. reached its maximum of PLN 315,0 on 7 February 2020 and its minimum of PLN 123.00 on 30 October 2020. Pursuant to the KNF recommendations, the bank’s AGM decided not to pay out a dividend for 2019.
Due to strong liquidity and high market capitalisation, shares of Santander Bank Polska S.A. are traded in a number of stock market indices. Apart from WIG-Banks (an industry index), WIG (a broad-based index) and WIG20 (a blue chip index), the bank is included in such index portfolios as: RESPECT, WIG-Poland, WIG30, WIG30TR and WIG20TR.
The charts below show the share price of Santander Bank Polska S.A. against the main stock exchange indices in 2019 and 2020 and after the acquisition of a controlling stake by Banco Santander S.A. on 1 April 2011.
share price of Santander Bank Polska S.A. vs key indices
The Annual General Meeting (AGM) of Santander Bank Polska S.A. held on 22 June 2020 adopted a resolution to retain the entire profit for 2019 (PLN 2,113,523,989.28), allocating 50% to the reserve capital (PLN 1,056,761,994.64) and leaving the remaining 50% undistributed. The resolution was passed in accordance with the recommendation of the bank’s Management Board and the KNF letter of 26 March 2020, in which the regulator stated that in view of the state of epidemic announced in Poland and its adverse impact on the economy, it is expected that banks will retain their entire profits earned in the previous years and will not take any other measures which might weaken the capital base, unless agreed with the supervisory authority.
As at 31 December 2019, the bank met the basic dividend policy criteria for commercial banks for distribution of up to 100% of the profit earned in 2019. Due to the additional criteria binding on the banks with major residential mortgage exposures in foreign currencies, the individual recommendation issued by the KNF required that the dividend payout ratio be adjusted by 50 p.p. Accordingly, if there had been no pandemic, the bank would have retained 50% of the profit for 2019.
In accordance with the individual recommendation issued by the KNF on 25 February 2019 regarding an increase in own funds, the Management Board of Santander Bank Polska S.A. recommended that 25% of the net profit for 2018 be paid as dividend. However, given the strong capital position of the bank and the Group, the Management Board made a proposal, subsequently approved by the Supervisory Board and adopted by way of resolution of the AGM of 16 May 2019, to allocate to dividend the following amounts of the retained net profit for 2016 and 2017:
• PLN 514.0m of the bank’s undistributed net profit for 2016;
• PLN 957.6m of the bank’s undistributed net profit for 2017;
• PLN 541.1m of the bank’s net profit for 2018.
The dividend paid out of the profit earned in 2018 and 2017 included shares of all series (i.e. from A to N), while the dividend paid from the profit generated in 2016 did not include series M shares, as stipulated in the AGM resolution no. 43 of 17 May 2017.
Accordingly, the dividend per one share of series A, B, C, D, E, F, G, H, I, J, K, L and N was PLN 19.72, while the dividend per series M share was PLN 14.68.
The dividend record date was 30 May 2019 and the dividend payment date was 14 June 2019.
Santander Bank Polska S.A. has bilateral credit rating agreements with Fitch Ratings Ltd. and Moody’s Investors Service.
The table below shows ratings assigned to Santander Bank Polska S.A. by Fitch Ratings and applicable as at 31 December 2020 and 31 December 2019.
The IDR of Santander Bank Polska S.A. is driven by its intrinsic strength (as reflected in its VR) and is also underpinned by potential parental support from Banco Santander S.A. (A-/Negative/a-). The bank’s VR reflects its established domestic franchise, conservative risk appetite, solid capital and funding position. The bank’s asset quality remains solid underpinned by conservative underwriting and healthy origination of new loans. According to the agency, the relatively high exposure to foreign-currency mortgage loans and unsecured cash loans may affect the vulnerability of the bank’s credit exposures to the negative impact of the operating environment. As in the case of other Polish banking institutions, the agency expects that the full impact of the pandemic on the asset-quality metrics will materialise only after the expiry of state support measures (guarantees, loans and liquidity support). Further to this, there are still downside risks to the bank’s profitability such as fiscal and legislative pressure and effects of the pandemic, such as interest rate cuts and increase in impairment charges.
In accordance with the Fitch Ratings announcement of 29 September 2020 affirmig the previous ratings of Santander Bank Polska S.A., the bank’s IDR is driven by its intrinsic strength (as reflected in its VR) and is also underpinned by potential parental support from Banco Santander S.A. (A-/Negative/a-). The bank’s VR reflects its established domestic franchise, conservative risk appetite, solid capital and funding position. The bank’s asset quality remains solid underpinned by conservative underwriting and healthy origination of new loans. According to the agency, the relatively high exposure to foreign-currency mortgage loans and unsecured cash loans may affect the vulnerability of the bank’s credit exposures to the negative impact of the operating environment. As in the case of other Polish banking institutions, the agency expects that the full impact of the pandemic on the asset-quality metrics will materialise only after the expiry of state support measures (guarantees, loans and liquidity support). Further to this, there are still downside risks to the bank’s profitability such as fiscal and legislative pressure and effects of the pandemic, such as interest rate cuts and increase in impairment charges.
The table below shows ratings assigned to Santander Bank Polska S.A. by Moody’s Investors Service and applicable as at 31 December 2020 and 31 December 2019.
On 3 June 2019, Moody’s Investors Service upgraded the ratings of Santander Bank Polska S.A. and made a public announcement of this credit action. In its release of 30 September 2020, Moody’s Investors Service announced that it had completed a periodic portfolio review of the ratings of Santander Bank Polska S.A., taking into account recent internal and external developments as well as financial and operating profiles of similarly rated peers. The review concluded that the bank’s ratings are justified.
VIII. Relations with External Environment
The objective of sustainable and socially responsible development at Santander Bank Polska Group is to build a long-term value for all stakeholders (i.e. individuals and entities which affect or are affected by the organisation, such as employees, customers, business partners, shareholders and communities), and to manage social and environmental risks arising from the activities of the Group and its customers. The Group’s approach to sustainable development as part of responsible business has been summarised in the Sustainability Policy. The ethical, social and environmental commitments undertaken therein go beyond the legal commitments towards stakeholders.
Responsible banking is embedded in the business strategy of the organisation and is based on the following pillars:
Sustainability and Responsible Banking Pillars of Santander Bank Polska S.A.
Two of the above-mentioned pillars were assigned a top priority.
Sustainability and Responsible Banking Priorities of Santander Bank Polska S.A.
In its activity, the Group is focused on delivery of the UN Sustainable Development Goals which are most consistent with its business operations and on which the bank, being a financial institution, can have the biggest impact. The Group follows international standards and best practice concerning social aid and environmental protection, particularly the Equator Principles.
As part of its commitment to responsible banking, in 2020 the bank took part in such initiatives as Declaration on Responsible Sales and Sustainable Cities (a programme delivered in accordance with the sustainable development goals).
The bank participates in long-term social projects which are not only aimed at responding to the needs of local communities but also at making a positive contribution to society.
CSR initiatives delivered by Santander Bank Polska Group in 2020 as part of the above-mentioned strategy of sustainable and socially responsible development are presented in the Statement on Non-Financial Information for 2020, Section 7 “Environmental Policies and their Outcomes” (the concept of the Green Bank and green products and services) and Section 6 “Social Policies and their Outcomes” (products and services tailored to the needs of the elderly, the disabled, foreigners and people at risk of exclusion; as well as educational and information campaigns, social initiatives, corporate volunteering and Santander Universidades).
In 2020, the bank delivered sponsorship initiatives in the following three areas: sports, culture and education. The bank is focused mainly on long-term projects which give opportunity to create lasting association with its brand and facilitate communication and relationship building activities aimed at employees and customers alike.
The pandemic and the resulting restrictions changed the way in which projects were delivered, involving a wider use of remote communication and promotion tools.
Key sponsorship projects continued/ launched in 2020 |
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UEFA Champions League
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· In 2020, the bank continued the Group’s strategic project, namely the sponsorship of the UEFA Champions League (UCL), the world’s most prestigious football club competition. The former Brazilian footballer Ronaldo Nazário is an international ambassador of Santander Group for its UEFA sponsorship. · As one of the UEFA Champions League sponsors, the bank was present in the media via the broadcaster of UCL, the Domowe Rozgrywki miniseries (which promoted watching football matches with family members) and sponsorship billboards accompanying sports events, matches, trailers and the series. With the above initiatives taken between September and November 2019 and from the beginning of April to mid June 2020, the bank reached 64% of viewers (22.7m). |
Santander Orchestra
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· Santander Orchestra is a cultural and educational project delivered by Santander Bank Polska S.A. for the most talented young musicians who can master their skills under the tutelage of renowned conductors, musicians and lecturers, and gain knowledge beyond the traditional curriculum. · The 2020 edition was very special, as Santander Orchestra performed online due to the closed concert halls. The orchestra completed the following projects: ü The young artists recorded two new music videos: “Wodecki by Santander Orchestra & Ania Szarmach” and “Hej, w dzień Narodzenia” – a carol in a jazz version (available on YouTube). ü The Santander Orchestra musicians performed together with the Orchestra conducted by Tomasz Szymuś during a concert “Dobrze, że jesteś” – an online edition of Wodecki Twist Festival 2020 held in September. · The following initiatives were implemented in 2020 as part of Santander Orchestra Academy: ü a series of videos on Facebook, in which physiotherapists explained biomechanics and showed some exercises; ü educational podcasts on YouTube about such topics as: idea networking, how to cope with stress, how to tell if your child is musically gifted, copyrights, and finance management for young artists. |
The bank issues regular communications about its CSR activities, mainly by means of its annual Corporate Social Responsibility Report of Santander Bank Polska S.A., prepared in accordance with the guidelines of the Global Reporting Initiative (GRI STANDARDS) and reviewed by an independent auditor. The report for 2019 was made available online in Polish and English.
The Group identifies the key groups of stakeholders and analyses their needs and mutual impact. It regularly communicates with the stakeholders using various channels, such as sessions with the representatives of social and business partners organised in accordance with the AA1000ES standard. Since 2014, nine such sessions have been held.
Due to the pandemic, in 2020 the consultations with the stakeholders were made via an online questionnaire. An expert group of stakeholders representing the business, investors, the regulator and the social expert organisation were asked to give their opinion on the responsible business management by the bank, including its impact on the society, the economy and the environment. Their expectations and recommendations were presented in the Corporate Social Responsibility Report 2019 https://raport.santander.pl/zarzadzanie/odpowiedzialna-bankowosc/interesariusze-2/.
The Group analyses recommendations issued by the stakeholders and incorporates them into its processes. Special attention is paid to the voice of customers, who are provided with products and services developed in accordance with the customer-centric model called Diamond.
Since 2017, the marketing communication of Santander Bank Polska S.A. has been founded upon the “Bank As You Want It” brand promise, which was adopted as an integral part of the bank’s logo. In accordance with its promise, the bank responds to changing business environment and customers’ needs at each stage of their lives.
At the end of 2020, Santander Bank Polska S.A. was among the leading banking brands, ranking third in terms of top-of-mind awareness.
The TV campaigns continued to focus on the “Bank As You Want It” brand promise and messages based on emotions (empathy, support, understanding). Marcin Dorociński, an actor known for his commitment to issues of social importance, became the bank’s new brand ambassador.
In 2020, the bank delivered two Poland-wide ATL marketing campaigns which were one of the best rated campaigns (above the benchmark) in terms of persuasiveness, attractiveness and clarity of the message. They were targeted at personal customers and promoted:
· mobile banking, including payment transactions made from the comfort of the customer’s home (BLIK payments and instant transfers);
· family banking and the Account As I Want It for adults and children under 13.
Videos with Marcin Dorociński were created and published on the internet to support the main campaigns and instruct customers how to use mobile services (“Wyzwanie bankowania”/ “Banking challenge”, “Dobre pytanie”/ “Good question”).
The bank also ran product campaigns to encourage customers to take out life and health insurance, set up sole proprietorship via Santander internet or open an account based on a photo (using data from the ID card and the face image).
Charity campaigns were delivered in connection with two fundraisers: “Podwójna moc pomagania”/ “We will double your impact” (campaign for hospitals in which the bank doubled the donations made by customers) and “Pomoc jest w nas”/ “Power to Help” (campaign for pediatric oncology).
Due to the pandemic, the relationship-building activities related to Select and Private Banking customers focused on supporting branch advisors in delivery of their day-to-day tasks and providing them with essential marketing materials.
The bank has built a large virtual user community. As at December 2020, it had more than 301.5k Facebook fans, 19.8k Twitter fans and 4.7k Instagram fans. The bank’s fan page on Facebook was the second biggest fan page among Polish banks. The content generated by the bank reached 4m users per month, 550k of which posted comments on the bank’s fan page, which means that the content was interesting and engaging.
In 2020, the bank changed its Instagram marketing strategy by generating the content together with the users and by posting abstract and funny messages concerning its products. This helped the bank to triple the number of followers and increase the number of interactions 55 times.
Social media were used to deliver a range of marketing activities for personal and SME customers and to support educational and information campaigns, CSR initiatives, Santander Universidades and other campaigns.
The scope of marketing activities was extended to include a new communication platform, i.e. content marketing. In 2020, the bank published 16 articles and 242 content marketing formats on the internet, which encouraged 213,170 unique users to learn more about products and services of Santander Bank Polska S.A. and resulted in 127 decisions to apply for a banking product.
The content marketing communication was used on the razempokonamy.pl website, which was created to support customers and society during the spring wave of the Covid-19 pandemic.
IX. Business Development in 2020
Santander Bank Polska S.A., together with its non-banking subsidiaries, conducts its operations through the following central units: Retail Banking Division, Business and Corporate Banking Division, and Corporate and Investment Banking Division.
Santander Consumer Bank Group (SCB Group), which specialises in consumer finance, forms a separate business segment with its own customer base, product range and distribution channels.
The business management structure presented above corresponds to business segments identified as part of segment reporting (Note 3 to the Consolidated Financial Statements of Santander Bank Polska Group for the 12-month period ended 31 December 2020). They are complemented by the ALM and Central Operations segment, which covers funding, management of strategic investments and transactions which generate expenses/ revenues that cannot be allocated to individual segments.
Profit before tax generated by business segments of Santander Bank Polska S.A. in 2020 (excluding ALM and Central Operations)
Loans and advances to
customers and deposits from customers by business segments
as at 31 December 2020 and 31 December 2019 (excluding ALM and Central
Operations)
The table below presents the business segments of Santander Bank Polska Group in three dimensions: customer profile, key product lines and service model.
Segment |
Area |
Operating model |
Retail Banking |
· Customer profile |
· Personal customers (divided into Standard, Premium, Select and Private Banking customer segments based on their diverse needs and expectations). · Small and medium-sized companies (with annual turnover up to PLN 8m). |
· Key product lines |
· Current and business accounts, savings products, consumer and mortgage loans, credit and debit cards, insurance and investment products, clearing services, brokerage services, mobile phone top-ups, foreign payments, Western Union money transfers and services for high-net-worth customers, open banking services. · Business loans, business deposits, cash management, leasing facilities, factoring, payment orders, letters of credit, collections and guarantees, payment terminals, additional services. · Asset management services as part of investment funds. |
|
· Service model |
· Relationship-building, sales and after-sales contacts with retail customers through the network of branches and partner outlets, phone banking (Multichannel Communication Centre) and electronic banking (Santander internet, Santander mobile in a mobile browser and Santander mobile application). Premium customers are serviced by dedicated advisors as part of their individual portfolios, based on a personalised approach and regular contacts aimed at strengthening relationships and customer loyalty. · Private Banking and Select customers benefit from a personalised service model under which they can use the support of a specialised advisor and the Select Line operated as part of the Multichannel Communication Centre, which offers support via telephone. Private Banking customers have several dozens dedicated private bankers operating from 25 locations around Poland, including 5 Private Banking Centres. · Firms with relatively low turnover are handled by SME advisors in branches and partner outlets. They can also use the services of the Multichannel Communication Centre and electronic channels (Santander internet and Santander mobile and dedicated services: Mini Firma, Moja Firma Plus and iBiznes24). · Customers of Santander Brokerage Poland may invest via the Inwestor online system, Inwestor mobile application, the Multichannel Communication Centre and at the bank’s branches providing brokerage services. |
|
Business and Corporate Banking |
· Customer profile |
· Businesses and corporations with turnover of PLN 8m–PLN 1.2bn, local authorities and the public sector. |
· Key product lines |
· Payment transactions, loans, deposits, cash management, leasing facilities, factoring, letters of credit and guarantees. · Services to customers of other banks and financial institutions provided under agreements with those institutions. |
|
· Service model |
· Services are provided by 19 Business and Corporate Banking Centres as part of structure divided into three regions. Business and Corporate Banking Centres include 25 Business and Corporate Banking Offices located across Poland. In 2020, the number of regions was reduced from four to three. · The Business and Corporate Banking Department – Premium deals with largest corporate customers, local authorities and the public sector, as well as customers from the property finance segment. · Customers have dedicated advisors who are responsible for the overall relationship. They are supported by units specialised in transaction structuring, lending and product development. · Customers are provided with access to the bank’s products and services via remote channels, including internet and mobile iBiznes24 platform (featuring such modules as currency exchange and trade finance) as well as call centres which handle a wide range of operating processes (Business Service Centre, SME Service Centre and Trade Finance Service Centre). |
Segment |
Area |
Operating model |
Corporate and Investment Banking |
· Customer profile |
· Largest corporate customers allocated to that segment based on their turnover (nearly 250 of the largest companies and groups). · Corporations serviced within the international Santander Corporate and Investment Banking structures. · Treasury, syndicated lending and advisory services for customers of other Divisions. |
· Key product lines |
· Transactional banking (including cash management), deposits, w/c finance, mid- and long-term finance, leasing facilities, factoring, letters of credit, guarantees and trade finance. · Project finance, syndicated loans, arranging and financing of securities issues, financial advisory services (including in relation to mergers and acquisitions) and brokerage services for financial institutions. · FX and interest rate risk hedging products (offered to all customers of the bank). |
|
· Service model |
· Customers of Corporate and Investment Banking Segment have dedicated product specialists and managers who are responsible for the overall relationship. · They are also provided with access to the bank’s products and services via remote channels, including internet and mobile iBiznes24 platform. |
|
Santander Consumer |
· Customer profile |
· Personal and business customers. |
· Key product lines |
· Hire purchase loans, cash loans (including consolidation loans), credit cards, car finance (refinance solutions, leasing facilities and lease loans), business loans, factoring and bank guarantees. · Term deposits and insurance products (mainly related to credit facilities). |
|
· Service model |
· The bank sells its products through: ü a network of own branches and franchise outlets, which offer cash loans, credit cards and retail deposits; ü a structure for mobile sales of car loans and leasing facilities; ü a structure for mobile sales of corporate deposits; ü a structure for mobile sales of hire purchase loans; ü remote channels, i.e. a call centre and internet and mobile banking used to sell cash loans, credit cards and hire purchase loans; ü a network of partners offering the bank’s car loans and leasing facilities (car dealers, second-hand car dealers and intermediaries) as well as hire purchase loans and credit cards (retail chains and stores); ü a remote channel for car loans. |
In 2020, the Group’s priorities and focus areas changed due to the spread of the SARS-CoV-2 virus. The most important issue was to ensure the safety of employees and customers, whilst maintaining the continuity of business and services.
From the outbreak of the pandemic strong focus was placed on implementing solutions to support customers in the new circumstances. This required reorganisation of the Group’s operations and posed a significant IT challenge. As more and more customers switched to remote channels, the bank’s priority was to increase their capacity, extend the scope of sales and after-sales support and maximise protection of key IT systems.
The Group implemented new remote processes along with the solutions aimed to improve customers’ liquidity and mitigate the economic impact of the Covid-19 pandemic. On top of that, customer service was further digitalised, automated and simplified.
The bank changed work organisation and introduced a home office model for approximately six thousand employees (nearly 60% of the headcount), which required the bank to purchase additional hardware and provide all employees with secure access to the infrastructure. The capacity of telephone links was extended, the functionality of conference call bridges was enhanced, and the transmission capacity of the external links was increased to ensure the comfort of work and to facilitate customer service. Finally, remote positions were configured for employees of the Multichannel Communication Centre.
Despite the change of the work model, the Group maintained top quality of customer service and IT service. For the first time, IT changes (releases) were implemented remotely, with no adverse impact on customer experience (thanks to high stability of the live environment).
Santander Bank Polska S.A. was the only bank in Poland and one of three financial institutions in CEE to be distinguished in Euromoney Awards for Excellence 2020, in the Excellence in Leadership category, for the support provided to customers and wider society during the Covid-19 pandemic.
Santander Bank Polska S.A. was awarded for implementation of quick and innovative solutions for customers and communities in response to the Covid-19 outbreak and for their adaptation to the needs of personal and business customers.The bank was not only recognised for wide financial assistance provided to individuals and businesses, but also for initiatives benefitting the entire society, such as “We will double your impact” (“Podwójna moc pomagania”) fundraiser and the RazemPokonamy.pl website with general information related to the pandemic.
In 2020, the Retail Banking Division focused on the following areas:
· Creating an outstanding experience for customers (projects aimed to improve processes for retail customers, measures taken to support customers during the coronavirus pandemic) and employees (improvement of the work environment for advisors, development of communication tools). Conducting NPS surveys to measure effectiveness.
· Simplification and digitalisation of products and processes. Providing end-to-end digital solutions and improvement of processes and products to make them more user-friendly and intuitive for customers and employees alike.
· Wider use of remote channels to support sales and customer service. Delivery of the internet and mobile banking transformation programme.
· Further optimisation of distribution network.
· Safe banking.
The tables below present the performance of product and business lines of the bank’s operating segments.
Product line |
Activities of Retail Banking Division in 2020 |
Cash loans and overdrafts |
· In 2020, Santander Bank Polska S.A. modified its cash loan pricing policy. As a result of three interest rate cuts by the Monetary Policy Council, the maximum loan interest rate was reduced by 2.59 p.p. in 2020. · The bank offered a range of promotions, including special price deals, to encourage customers to take out cash loans in the remote channels and transfer their facilities from other banks. · The bank modified processes in internet and mobile banking to improve the experience of customers applying for an overdraft or its increase, or for a credit card. · In view of the limited mobility of customers, the bank implemented new remote sales processes at branches. · In 2020, cash loan sales of Santander Bank Polska S.A. were PLN 6.1bn, i.e. down 28.8% YoY. The share of sales via remote channels was steadily growing during the year to 35.9% (24.5% in 2019). The decline in sales followed the trends in the cash loans market, which were generated among others by worse economic situation of households. · The cash loan portfolio of Santander Bank Polska S.A. was up 1.6% YoY and totalled PLN 14.5bn at the end of December 2020. |
Mortgage loans |
· In 2020, Santander Bank Polska S.A. modified its mortgage loan pricing several times: ü Interest rates on mortgage loans (both variable-rate and fixed-rate ones) were linked to LTV (February 2020). The highest margins/ rates were applied to loans with LTV above 80% in order to encourage borrowers to put down a higher deposit. Starting from 3 June 2020, mortgage loans with a low deposit (below 20%) were offered only to internal customers. ü The pricing was differentiated depending on a customer group (May 2020), with more attractive margins and interest rates offered to internal customers. ü Due to interest rate cuts, fixed interest rates on mortgage loans were reduced (June 2020). · To increase competitiveness of the mortgage proposition, margins and fixed interest rates were decreased for the selected groups of customers putting down a higher deposit (November 2020). · The bank extended the scope of bundled sales of mortgage loans to include – apart from personal account holders – credit card holders and customers taking out Locum Comfort home insurance and Safe Mortgage (Spokojna Hipoteka) insurance. · Solutions were developed for borrowers with financial difficulties caused by the Covid-19 pandemic such as deferral of mortgage repayments for three or six months, suspension of a loan agreement for up to three months, 50% reduction of principal payments for up to 12 months. · During the year, the bank steadily extended the scope of remote post-sales instructions (which can be placed via phone or electronic banking services). · In 2020, the value of new mortgage loans totalled PLN 5.2bn, down 12.4% YoY. The gross mortgage portfolio of Santander Bank Polska S.A. grew by 3.3% YoY, reaching PLN 51.0bn at the end of December 2020. The value of PLN mortgage loans amounted to PLN 41.6bn, up 4.2% YoY. · As regards the position in the mortgage loans and equity releases market, the bank ranked seventh in terms of sales (new facilities) and third in terms of the gross volume of the portfolio. · An increase was reported in sales of mortgage loans with a fixed interest rate for the first five years of the lending period, which accounted for around 15% of total mortgage sales. This was an effect of more attractive terms offered by the bank as regards interest rates, arrangement fees and bundled sales. |
Personal accounts and bundled products |
· In 2020, the Account As I Want It (Konto Jakie Chcę) was the bank’s main acquisition product for personal customers. The number of these accounts increased by 22.1% during the year. The bank also offered personal accounts for high net worth individuals: Select Account and Private Banking Account. · Modern solutions were put in place to improve accessibility of accounts, including remote account opening process with a selfie, and opening an account for a minor via electronic banking. |
Product line for personal customers |
Activities of the Retail Banking Division in 2020 (continued) |
Personal accounts and bundled products (continued) |
· The internet banking now includes an option for parents to open an account for children: ü under 13, as part of an offer including a savings and settlement account without a card or access to internet or mobile banking; ü aged 13–18, as part of an offer including an option to sign up for a debit card and internet banking services via a remote video verification process. · Customers were provided with a possibility to authorise selected operations at branches using a code sent via text message, which increased the speed and security of transactions and eliminated paper-based confirmations. · The bank continued promotional and advertising campaigns: ü The bank launched new editions of the Referrals Programme, which awards both the person who recommends a personal account with Santander Bank Polska S.A. and the person who opens it. ü From 1 July to 31 August, the bank ran a media campaign called “Account As I Want It with a mobile app” (“Konto Jakie Chcę z aplikacją mobilną”) on TV, in digital channels and at branches, acquiring 72.1k new customers. ü A range of promotions were launched such as “Account with medical care” (“Konto z opieką medyczną”) campaign supporting the sale of the Select Account in the e-commerce channel, and “PLN 50 for school certificate” (“50 zł za świadectwo”) campaign rewarding customers aged 13–19 with the highest GPA. · The bank organised the “Power to Help”/“PoMOC jest w nas” fundraiser, as part of which it donated PLN 0.05 for the pediatric oncology for each BLIK transaction made by the customer between 14 September and 5 October. The campaign helped increase the number of transactions and acquire new BLIK users. In total, 613k customers joined the campaign. · The number of PLN personal accounts grew by 4.3% YoY and reached 4.0m as at 31 December 2020. The number of Accounts As I Want It (the main acquisition product for a wide group of customers) was 2.2m, up 22.1% YoY. Together with FX accounts, the personal accounts base exceeded 4.9m. |
Ø Payment cards |
· The bank took extensive measures to grow sales and ranked top in terms of the volume of credit cards sold. ü In 2020, a range of special deals were launched to support the sale of credit cards to personal customers and increase the number of credit card transactions. Customers could take advantage of various benefits: sign up for and use a credit card free of charge during the first two years (“Mastercard credit card on special offer”/ “Karta kredytowa Mastercard w promocji”); receive cashback on transactions made during 12 months and prizes for signing an agreement on an additional card and a mobile card (“PLN 800 with VISA credit card”/ “800 zł z kartą kredytową VISA”), and earn higher interest on the bonus deposit (“Card with a bonus deposit”/ “Karta z lokatą bonusową”). ü More than 60k cards were sold under the special offer on VISA Akcja Pajacyk credit cards. · New processes were put in place to improve banking experience and provide customers with new features, such as Fast Cash for credit cards and a redesigned process for signing up for and increasing a credit card limit in Santander internet and mobile. · Customers were offered an option to link Customised Visa or Mastercard to accounts in EUR, USD and GBP. · Push provisioning service was introduced for Google and Apple e-wallets. · As at 31 December 2020, the volumes of key payment cards offered by Santander Bank Polska S.A. were as follows: ü The personal debit card portfolio comprised more than 3.9m cards and increased by 1.5% YoY. Including business cards, the total number of debit cards reached 4.3m, up 2.5% YoY. ü The credit card portfolio comprised 814.4k instruments, an increase of 1.2% YoY. · In 2020, the volumes of non-cash transactions with key payment cards offered by Santander Bank Polska S.A. were as follows: ü The volume of personal debit card transactions totalled PLN 9.7bn and increased by approx. 18% YoY. ü The volume of credit card transactions was PLN 1.8bn, up 1.5% YoY. |
Product line for personal customers |
Activities of the Retail Banking Division in 2020 (continued) |
Deposit and investment products, including: |
· In 2020, the bank’s priority in terms of management of deposit and investment products was to maintain profitability of the portfolio in the volatile financial market environment and to optimise its structure. · The financial market developments caused by the Covid-19 pandemic in the first half of the year resulted in the transfer of funds from investment to deposit products, whereas interest rate cuts contributed to a further decrease in customer demand for savings products and caused transfer of funds to personal accounts and, starting from the second half of the year, also to investment products, notably open-end investment fund units. No significant outflows outside the Group were recorded though. · In 2020, the bank took measures to restore the structure of the deposit and investment portfolio from before the pandemic. They included changes to the pricing policy and initiatives aimed to support the sale of investment products. · Customers were offered a wide range of investment products and services such as brokerage services, structured deposits and investment funds, including funds managed by Santander Towarzystwo Funduszy Inwestycyjnych S.A., the bank’s subsidiary, as well as selected Polish and foreign funds. In July 2020, structured deposits were temporarily withdrawn from the offer due to low market interest rates. |
Ø Deposits |
· In Q3 2020, the bank completed the series of deposit rate reductions in response to three reference rate cuts by the Monetary Policy Council (by 1.4 p.p. in total in H1 2020) and interest rate cuts by the Federal Reserve and the Bank of England. · During the year, the deposit offer was reviewed and modified in accordance with new market rates: ü on 2 March 2020, the bank reduced interest rates on selected savings and personal accounts; ü on 30 June 2020, the bank cut interest rates on personal accounts, savings accounts and term deposits in all currencies; ü on 18 August 2020, the bank standardised interest rates on all savings accounts at 0.01%; ü the term deposits offer was flexibly adapted to the market environment and liquidity position. · As part of optimisation of the deposit portfolio structure: ü On 2 March 2020, the range of savings accounts was expanded to include the Select Savings Account for Select customers. The new account was offered as part of the promotion called “We reward active customers” (“Doceniamy aktywnych”), under which customers who made a stated number of transactions earned higher interest. ü On 2 March 2020, the bank launched a special deal for deposit customers who could open a bonus deposit account with a higher interest rate provided that they signed an agreement on a VISA credit card and used it actively. ü On 30 June 2020, 22 savings products were withdrawn from the offer. ü On 31 July 2020, the bank ended the special deal on Select Savings Accounts with an interest rate of 1.30% for active customers. ü In November 2020, a promotional offer called “Deposit for Investor” (“Lokata dla inwestora”) was launched for Standard and Premium customers: holders of units in investment funds distributed by the bank could place up to PLN 20k on a term deposit with a promotional rate of 1%. ü During the year, the bank promoted the Mobile Deposit available to new users of Santander mobile. The deposit paid 2% (reduced to 1% in the second half of the year) and was used to acquire new customers of the bank and new users of the mobile channel. · During the year, the bank improved deposit services in available in remote channels, implementing, among other things, new processes for term deposits and structured deposits based on remote communication between the branch advisor and the customer via Santander online inbox. · As at 31 December 2020, total deposits from retail customers increased by 9.0% YoY to PLN 92.4bn. Current deposits went up by 29.3% YoY to PLN 79.5bn, including PLN 31.6bn worth of savings account balances (up 8.9% YoY) and PLN 47.9bn worth of personal account balances (up 47.6% YoY). As a result of interest rate optimisation, term deposit balances decreased by 44.9% YoY to PLN 12.8bn. |
Product line for personal customers |
Activities of the Retail Banking Division in 2020 (continued) |
Ø Structured products |
· In H1 2020, Santander Bank Polska S.A. continued to sell structured deposits with 100% capital protection at maturity. In July, structured deposits were temporarily withdrawn from the offer due to a limited possibility to structure attractive products in a low interest rate environment. · From January to June 2020, the bank made seven subscriptions: ü four subscriptions of Daily Range Accrual deposits with an interest rate linked to the EUR/PLN rate; ü three subscriptions of Daily Range Accrual deposits with an interest rate linked to the USD/PLN rate. · The total funds acquired through structured deposits amounted to PLN 1,478m and were 3% lower YoY (it should be noted that in 2020 structured deposits were offered only during the first half of the year). |
Ø Investment funds |
· Except for March and April 2020, net sales of funds managed by Santander Towarzystwo Funduszy Inwestycyjnych S.A were positive. In March 2020, the company reported mass outflows caused by the Covid-19 outbreak, notably from corporate bond sub-funds. The highest net sales were reported in July 2020 and the highest balance of contributions and redemptions was reported by short-term debt sub-funds. · In H2 2020, net sales totalled PLN 2.9bn and ranked the company top in terms of net sales. This was a combined effect of: ü higher rates of return offered by funds compared to deposits; ü the special deal called “We add 1%” (“Dodajemy 1%”), which offered a bonus of 1% on the balance of contributions made by investors; ü temporary waiver of fees on purchase, repurchase and conversion of investment fund units; ü successful CRM campaigns delivered at the Group level and new communication activities targeted at customers. · As at 31 December 2020, the total net assets of investment funds managed by Santander TFI S.A. were PLN 16.2bn, decreasing by 4.4% YoY as a result of a mass outflow of funds and a fall in asset prices across financial markets in March 2020 and also the revival of the asset base in H2 2020. · In accordance with the position of the KNF Office presented on 20 December 2019, Santander Bank Polska S.A., a distributor of Santander investment sub-funds, developed and implemented a methodology for calculation of fees in respect of ancillary quality-enhancing services. The bank adjusted its IT systems, agreement templates and documents for customers in line with the rules arising from the above-mentioned position of the KNF Office. |
Ø Brokerage services |
· In July 2020, the bank increased the competitiveness of brokerage services by waiving a brokerage account maintenance fee for all customers. · During the year, Santander Brokerage Poland continued to expand its product range: ü In September 2020, it joined the “ORLEN Portfolio” (“ORLEN w portfelu”) programme for PKN ORLEN shareholders; ü In November 2020, as one of three brokerage offices in Poland, it provided customers with an opportunity to invest in foreign markets as part of the Individual Retirement Account (IKE); ü It launched a shareholders register service for private sector entities and started cooperation with 450 companies in this respect. · In 2020, the digitalisation of processes for retail customers was accelerated, including simplification of services related to structured products for Private Banking customers which can now be provided in remote channels. · The functionality of the Inwestor mobile application was expanded to include biometric solutions and transfers to predefined accounts held by customers with other financial institutions or to other own accounts maintained by Santander Brokerage Poland. The number of customers using the Inwestor mobile application and Inwestor online platform grew by 193% YoY and 82% YoY, respectively. |
Product line for personal customers |
Activities of the Retail Banking Division in 2020 (continued) |
Ø Brokerage services (continued) |
· In 2020, the number of brokerage accounts opened by Santander Brokerage Poland for retail customers increased five times compared to the last year, mainly as a result of an increased demand for brokerage services in view of global trends in capital markets and a possibility to open a brokerage account in remote channels. The new internet customers started to invest more quickly than the customers who used the traditional channel – 50% of the online accounts were already active in the month of opening. · In 2020, the number and value of equity investments on the WSE increased significantly, which translated into YoY growth in revenue. Increased activity was also reported in terms of IPO, SPO, ABB transactions and tender offers for shares. · Santander Brokerage House reported the highest market share in index option turnover through customer accounts. For the sixth time in a row, the bank was awarded by the Warsaw Stock Exchange for its performance in this area. · Experts from Santander Bank Polska S.A. topped the analysts ranking of the Parkiet daily in terms of the quality of analyses regarding the banking, financial, energy, mining and industry sectors. |
Bancassurance |
· In June 2020, the product range was expanded to include a new life and health insurance (Życie i zdrowie) offering different levels of cover to suit the needs of a particular customer. Life insurance is the basic cover which may be accompanied by health insurance, hospital insurance, accident insurance and child health insurance. · In November 2020, the Safe Mortgage (Spokojna Hipoteka) insurance was introduced for customers who use or intend to use a mortgage loan or an equity release. Alongside this, the bank offered Locum Comfort home insurance and simplified the sales process at branches. · Bancassurance income was mainly derived from the following products: individual life and unemployment insurance packages for cash loan borrowers (Życie i Praca and Życie+), life insurance package for business loan borrowers (Biznes Gwarant) and non-related life and health insurance (Życie i zdrowie). · In 2020, the value of premiums written in respect of related insurance products decreased by 26% YoY due to lower cash loan sales resulting from the Covid-19 pandemic. In the case of non-related insurance products, it increased 10% YoY. |
Product line for SMEs |
Activities of the Retail Banking Division in 2020 |
Business accounts and bundled products |
· On 2 March 2020, the bank provided personal customers with a possibility to set up a sole proprietorship along with a business account via Santander internet. · On 23 June 2020, three new non-banking services were offered to the sole traders who use Mini Firma electronic banking services: ü eDebtCollection (eWindykacja): soft debt collection; ü eFactoring (eFaktoring): exchange of sales invoices to cash; ü eAgreements (eUmowy): access to contract templates and other documents. · A range of special deals were made to encourage customers to use the bank’s products and services: ü The bank continued the “Special Offer for Businesses” (“Promocja dla Przedsiębiorców”) in the remote channels (e-application, electronic banking platform and the Multichannel Communication Centre), as part of which customers were exempt from business account fees for 24 months and could get cashback if they made certain operations. ü The bank launched the sixth edition of the special deal called “I got a Six” (“Dostałem Szóstkę”) for the new and existing customers who sign a payment terminal agreement, offering them a possibility to use the terminal free of charge during a specific period provided that they fulfil certain conditions. |
Product line for SMEs |
Activities of the Retail Banking Division in 2020 |
Business loans |
· On 14 January 2020, the range of credit facilities was expanded to include a Business Express Loan for Professionals up to PLN 500k. · In late June/ early July 2020, a modern, automated and omnichannel lending process (Smart Loans) replaced the buy-by-click procedure for Business Express loans and business overdrafts for sole traders. |
Leasing |
· In 2020, Santander Leasing S.A. offered temporary solutions to support liquidity of customers and implemented new products and processes such as: ü Solar Lease (April 2020): financing of photovoltaic panels up to 50kW in the form of a lease or a loan granted for the maximum period of 72 months (product offered to the customers of Santander Bank Polska S.A. on preferential terms over a closed period of time); ü promotional offer of hybrid and electric cars and trucks up to 3.5 t; ü products with a grace period for principal and interest payments (from 3 to 6 months) provided under vendor schemes (dealers of Ford and Subaru); ü a possibility to sign an agreement remotely during an e-meeting, using a traditional signature or a qualified electronic signature (an option offered as part of comprehensive measures connected with development of the ebok24 platform and digitalisation of processes); ü rules for financing agriculture sector customers harmonised with the rules applicable at the bank (e.g. in terms of the minimum farm parameters and the rules for verifying and calculating the customer’s income); ü Multisalon24.pl, a dedicated sales platform for readily available passenger cars and vans financed with lease (with more than 200 new passenger cars on offer). · In Q3 2020, Santander Leasing S.A. re-launched its new website for both customers and partners which is more accessible and easier to navigate. · In 2020, Santander Leasing S.A. financed fixed assets for a total value of PLN 5,357.1m, an increase of 1.1% YoY. At the same time, the market reported a decrease in sales of approx. 15.3% YoY (according to the data of the Polish Leasing Association for the period from January to September 2020), mainly driven by changes in the vehicles, and machinery and equipment segments. · Santander Leasing was awarded the Trustworthy Brand 2020 title in the leasing category. |
Santander Bank Polska S.A. strives to realise its ambition to be the best bank for business and corporate customers.
Pursuing this goal in 2020, the bank sought to help customers prosper to an increasing extent through a better understanding of their needs and business and by offering them tailored products and services.
Particular emphasis was placed on the areas which add competitive advantage in the value chain such as:
· proposition for selected sectors;
· digitalisation of processes and products for the corporate segment;
· effectiveness of risk management processes;
· development of electronic banking channels as well as CRM and Big Data tools.
The outbreak of the Covid-19 pandemic and the economic shutdown caused the Business and Corporate Banking Division to shift to telework, while maintaining its full range of products, and commitment to the highest service quality. Accordingly, in H2 2020, the Division focused on:
· contacts with customers and NPS surveys;
· credit activity (new business and reduction of attrition);
· cross-selling (Productivity & Linkage).
Restrictions on economic activity hampered the operations of many customers, so it became critical for them to receive immediate support to maintain the continuity of financing through renewal of existing and provision of new facilities, and ensuring access to support funds. Intensive measures were adopted to build customer relations remotely, while introducing aids in the credit process and in the management of the business support package from the Polish Development Fund (the “Anti-Crisis Shield 2.0”).
The relationship-building and acquisition activities contributed to the continued growth in the majority of business lines along with a satisfactory quality of the credit portfolio. The table below presents the activities of the Business and Corporate Banking Division in 2020 according to the selected development directions.
Development direction |
Activities of the Business and Corporate Banking Division in 2020 |
Helping businesses prosper |
· Financing investments made by business and corporate customers. · Support for customers in applying for subsidies from the Polish Development Fund (PFR). · Execution of more than ten financing transactions secured by BGK guarantees. · Active use of the Santander Trade Alliance portal to support business growth and networking. · Increase in the volumes of documentary letters of credit and collections in trade finance. · QoQ increase in the number of transactions in customer accounts. · Execution of an agreement with BGK on securing factoring limits with guarantees under the Liquidity Guarantee Fund: the bank was one of the first institutions in Poland to sign such an agreement, and the scheme was the first of this kind in the EU in the factoring segment. · Introduction of an option for the bank’s customers to conclude lease agreements remotely (e.g. using an electronic signature). · Continuation of development projects (e.g. digitalisation) which are key to ensuring customer excellence. · Development of customer centricity through: the quality of customer contact and customer service, iBiznes24, simplification of the credit process, procedures, product range and the language of communication with customers. · Conducting regular Net Promoter Score surveys to gain customer feedback and use it to enhance experience of customers transacting with Business and Corporate Banking. The programme of customer-focused projects contributed to a significant increase in NPS (+20 p.p. YoY). |
Trade finance |
· Introduction of a BGK guarantee for trade finance products. Possibility to use de minimis guarantees as part of the Multiline. · Simplification and harmonisation of guarantee templates. · Promoting e-guarantees in social media and inside the organisation. |
Cross-segment activities |
· Joining the Plastics Pact network of the Ellen MacArthur Foundation as a member and signatory of the Polish Plastics Pact (so far as the only company from the Polish banking sector). Pursuant to its responsible banking strategy, the bank is committed to supporting businesses in transforming towards a circular economy of plastics. · Organisation of webinars for customers to discuss the situation of selected sectors and key markets of Santander Group as well as business activities supported by trade finance instruments. The webinars are an important platform for exchanging sector knowledge, discussing trends and forecasts, increasing customers’ awareness of the bank’s products, and B2B networking. · Continuation of internal sector webinars aimed to develop bankers’ knowledge of industries in which their customers operate. · Publication of a report in partnership with Spot Data: “It’s margin time: how Polish food producers can move from volume-based expansion to productivity improvement”. The report received a positive feedback from market participants and industry experts. It was preceded by a series of press releases and accompanied by an expert webinar. · Regular publication of analyses and expert commentaries in social media (LinkedIn, Twitter) and trade press. |
Development direction |
Activities of the Business and Corporate Banking Division in 2020 |
Activities supporting foreign expansion of Polish businesses |
· Further support for foreign expansion of Polish exporters and foreign investors in Poland, leveraging the global footprint of Santander Group (facilitation of networking through B2B meetings and foreign trade missions). · Active participation of representatives of the International Banking Office in the following events: ü Three conferences organised in cooperation with the Polish German Chamber of Commerce for customers interested in the German market: “Solutions for Polish firms in the international trade with Germany”, “How the automotive sector responded to the coronavirus outbreak – the current condition of the sector and an outlook for the future”, and “Polish-German markets of the future”. ü the conference “Go East! Finanzierungs- und Geschäftsmöglichkeiten für deutsche Unternehmen in Polen” prepared with Santander Consumer Bank AG from Germany and OCO Global for the German investors who are interested in starting business in Poland; the conference presented legal and economic aspects of operations and the government’s investment support schemes; ü the market webinar “Poland is Open!”, organised together with the British Polish Chamber of Commerce to present Poland as a business destination for UK companies (a place where a shared services and IT outsourcing centre could be established); ü the conference “Doing Business in the USA” organised in cooperation with Barnes & Thornburg and RSM Poland, and AmCham to outline practical legal, banking and tax aspects. |
|
· The webinar “Doing Business: Portugal and Brazil” (20 October 2020) organised with the Polish Portuguese Chamber of Commerce to familiarise Polish exporters and investors with practical aspects of trade with Portugal and Brazil. · Meeting with the Polish Spanish Chamber of Commerce during the annual meeting of investors and firms in Spain (26 November 2020). The purpose of the meeting was to share with Polish firms the knowledge and experiences about conducting business in Spain. |
Focus on development of platforms and processes |
· Implementation of Salesforce CRM: ü Santander Bank Polska S.A. was the first bank in Poland to implement a cloud-based CRM solution. Salesforce CRM is one of the most innovative systems worldwide. It provides bankers with access to complete information about business customers, which facilitates service and reduces turnaround times. ü Provision of a full-fledged CRM solution based on Salesforce; in September, the solution was made available to all business and corporate banking users (800 employees). ü Implementation in the sales and service areas – now all customer cases are managed using Salesforce. · Effective customer service in remote channels: ü Emergency support for customers without access to iBiznes24 and IVR. ü Execution of agreements with existing and new customers using qualified signatures and scans. · Key changes to iBiznes24: ü Migrating selected customers to new iBiznes24 electronic banking services. ü Implementation of automatic verification of payee accounts with the list of VAT payers. ü Alignment of SWIFT transfers with estimated costs of FX transfers. ü Implementation of changes to the e-FX module, ensuring 24/7 access to the service. ü Providing an e-application for subsidies from the Polish Development Fund (PFR). ü Providing payment cards, a chat and the Moja Firma solution. ü Launching a new, friendly look and functionality of the system to ensure full access to information about the company’s accounts and finances, with each module designed to the highest user experience standards. |
Development direction |
Activities of the Business and Corporate Banking Division in 2020 (cont.) |
Focus on development of platforms and processes (cont.) |
· Key enhancements to iBiznes24 mobile application: ü Possibility to log into the application using a mobile signature as an authentication tool. ü Presentation of estimated costs of various types of transfers. ü Option to edit and clone tax payments (CIT, PIT, VAT). ü Implementation of automatic verification of payee accounts with the list of VAT payers. ü Possibility to confirm payments online using a 3D Secure card, with authorisation by means of a mobile signature. · Credit delivery: ü Online confirmation of contributions in e-ZUS. ü Product portfolio standardisation and process enhancements as part of the Standard Credit Process to reduce TTY and TTA for standard credit facilities to 24 hours and 48 hours, respectively. |
Business trends |
· Reduction of deposit base costs. · Increase in the value of term deposits caused by growing market liquidity; higher share of current deposits resulting from interest rate cuts. · Still relatively low utilisation of credit lines in Q3 coupled with a visible increase in utilisation of factoring limits. · Stabilisation of transaction volumes in value terms, combined with a clear rise in the number of transactions made in the selected sectors. · Increase in the sale of credit products in Q4 following the slowdown in previous quarters (of approx. 10% vs Q3 and 13% vs Q2). Strong increase in trade finance despite the pandemic (utilisation of limits up 18% YoY). · YoY increase in income from the key business lines despite the economic slowdown caused by the pandemic: factoring (+8% YoY), trade finance (+7% YoY), leasing (+6% YoY). |
Factoring business |
· In 2020, the receivables purchased by Santander Factoring Sp. z o.o. increased by 1.6% YoY to PLN 29.6bn, which gave the company the fourth position in the ranking of members of the Polish Association of Factoring Companies, with a market share of 10.3%. · The value of the company’s credit portfolio increased by 10.4% YoY to PLN 5.6bn as at 31 December 2020. · Santander Factoring Sp. z o.o. continued its partnership with BGK in relation to factoring schemes, joined a liquidity programme for factoring on 4 September 2020 (for more details, see Section “Helping businesses prosper”), and implemented factoring with a BGK guarantee. Further development of the SME package implemented in June 2020, which supports customers in day-to-day business management. The package includes a fully digital factoring solution (eFactoring) for the micro-companies which are the bank’s customers. |
The ambition of Santander Bank Polska S.A. is to become a bank of choice for the largest corporate customers. To that end, the Corporate and Investment Banking Division (CIB) puts customers at the heart of its business, trying to suit their needs and enhance their positive experience, while focusing on service quality, market position and staff development
In 2020, the CIB Division continued to provide an end-to-end support to the largest corporate customers of Santander Bank Polska S.A. As at 31 December 2020, the active CIB customer base included nearly 250 of the largest companies and groups in Poland (allocated to that segment based on the turnover) representing all economic sectors.
The CIB Division leveraged opportunities arising from the global presence of Santander Group, rendered services to corporations within international Corporate and Investment Banking structures and cooperated with several Santander Group units.
Performance of selected areas
In 2020, individual units of the Corporate and Investment Banking Division focused on the following initiatives:
Unit |
Key activities in 2020 |
Credit Markets Department
|
· Funding (loans and corporate bonds issues) towards medium- and long-term investments of CIB customers provided by the Division single-handedly and in cooperation with other units. · Execution of deals in the sectors which are relatively resilient to the crisis (such as renewable energy), notably as part of project finance and syndicated lending, including: ü Participation in syndicated lending of PLN 350m for the solar power plants project to be delivered by the leading developer of photovoltaic power plants in Poland. ü Participation in syndicated lending of above PLN 0.5bn for the leading company from the renewable energy sector to finance one of the largest wind farm projects in Poland. ü Co-financing of a project aimed to increase the production capacity of a customer from the chemical sector. · Completion of bond issues, including: ü Contribution to the launch of new ESG-linked bonds in Poland: (i) participation in the first issue of green bonds of PLN 1bn in the corporate sector; (ii) participation in the first issue of ESG-linked bonds based on KPIs and ESG rating. ü Acting as the coordinator and joint bookrunner in relation to the issue of corporate bonds with the longest maturity following the lockdown in Poland. ü Acting as the joint bookrunner in relation to the issue of negative-yielding euro bonds of EUR 1.5bn for a public sector institution, a first transaction of this kind executed outside the eurozone and by a country with <AAA rating. · Issue of bonds for financial sector entities totalling around PLN 1bn. Continued activity in terms of asset rotation and underwriting despite the negative impact of the pandemic on the banking debt market, with the total volume of transactions amounting to nearly PLN 500m in 2020. Particularly noteworthy are two transactions in the telecommunications and e-commerce sectors. · Active cooperation with bank’s customers as part of debt-related and rating advisory services, notably with companies from the telecommunications and renewable energy sectors. · Participation in syndicated lending for customers from the energy, telecommunications, distribution, oil & gas and manufacturing sectors. |
Unit |
Key activities in 2020 (continued) |
Capital Markets Department |
· The Department provided analytical and advisory services to customers and was engaged as a financial/ transactional advisor in relation to: ü tender offers for shares of companies from the telecommunications, hotel, packaging, property development, industrial products and biotechnology sectors; ü sale of shares of companies from the telecommunications and medical sectors as part of an accelerated book-building; ü IPOs of companies from the computer games and e-commerce sectors; ü SPO of a company from the footwear sector; ü buyback of shares by a company from the property development sector; ü sale of companies from the renewable energy and metallurgy sectors. · The Division participated in the largest capital market deals in 2020 such as: ü Sale of the metallurgical business of a holding company from the industrial sector to a strategic investor for PLN 938m; ü Participation in an IPO worth approx. PLN 10.5bn, the largest transaction of this kind in the history of the Warsaw Stock Exchange; ü Tender offer for shares of a telecommunications company listed on the Warsaw Stock Exchange in the amount of PLN 9.6bn (second largest tender offer in the history of the Polish market and the largest in nine years); ü Advisory services for a private equity fund from the renewable energy sector regarding the sale of wind farms for PLN 220m; ü Acting as an intermediary in a PLN 5.3bn tender offer for shares of a company from the hotel sector (third largest tender offer in the history of the WSE and second largest at the time of notice); ü Completion of the first IPO on the Warsaw Stock Exchange since April 2019 (despite difficult market conditions caused by the coronavirus pandemic) for a computer games manufacturer, totalling approx. PLN 24m; ü Sale of PLN 700m worth of shares of a telecommunications company as part of accelerated book building; ü Issue of PLN 507m worth of shares of a company from the retail sector; ü Tender offer of PLN 148m for shares of a company from the packaging sector; ü Tender offer of PLN 193m for shares of a listed company from the construction sector. |
Global Transactional Banking Department |
· Growth of profitability of the corporate line due to acquisition of new customers, optimisation of costs of existing relationships and extension of cooperation as part of several strategic relationships. · Increased use of credit limits between April and July 2020, but record low at the end of 2020, pointing to a good liquidity position of the Division’s customers. · Active management of credit exposure risk, including several financing transactions secured with BGK guarantee under a state aid scheme and arrangements made with the Polish Development Fund (PFR) as regards funding under a support programme for large corporates. · Increased use of supply chain finance in 2020, with record volumes reported between March and June and their stabilisation in Q3 and Q4. · New documentary transactions, translating into a double digit growth of this business. · Steady development of export finance (three large projects delivered in partnership with KUKE). · Continued decrease in the volume of term deposits resulting from lower interest rates, coupled with an increase in current account balances. Stable aggregate volume of funds. · Clear diversification of deposit products among business customers: growing popularity of products offered by the investment fund company and a significant increase in the number of escrow accounts and transactions in the property and M&A markets. · Growing tendency to look for best possible banking terms (cost optimisation) and deposit solutions in view of increasing transaction fees and cost of balance management imposed by banks. |
Unit |
Key activities in 2020 (continued) |
Financial Markets Area |
· In accordance with its strategy, the Financial Markets Area is focused on changes and development in the following areas: ü process effectiveness, automation and digitalisation ü use of new technologies and innovations ü ecosystems ü 24/7 availability. · The brokerage infrastructure is steadily developed to support institutional investors. A new market-making system was implemented as one of the best solutions available in the equity market. Work is underway to develop new products. · More than 300 analyst recommendations were published with regard to CEE listed companies. · Over 30 conferences were organised for institutional investors, including 2020 CEE Outlook Conference held in January and 2020 Annual Financial Sector Conference held in November, during which several dozen companies were presented. · The bank works together with Santander Group entities to design a new portal for the bank’s analytical products. This solution will provide access to products of all regions in which Santander Group operates. · To improve customer experience, the bank continuously develops the Kantor Santander currency exchange platform, extending operating hours to 24/7 and adding new features to increase convenience for customers. · Another innovation was for the bank to conclude the first treasury ESG-linked transaction with a customer from the energy sector. |
The bank has defined five strategic priorities to increase its competitive advantage in terms of product range, notably in electronic channels.
Priority |
Goal |
Specific objectives |
Projects |
Customer focus |
· To strengthen relationships with customers and increase their satisfaction |
· To gather customer feedback about new products and processes · To improve products and processes based on customer feedback · To use advanced customer analytics tools |
· Online Savings Account · Marketing automation · Mobile application · Internet banking |
Leader of e-commerce |
· To develop and implement solutions which will position the bank as a strategic provider of financing in the electronic channel · To grow the share of sales via the electronic channel |
· To develop processes and financial products aligned to e-commerce requirements · To build partnerships with entities from the e-commerce sector |
· Online cash loan sales process · Online instalment loan sales process · Online Renewable Limit · Digital car finance platform |
Leader of growth |
· To increase the share in the consumer finance market (to maintain at least the existing customer acquisition levels in the credit area) |
· To launch new products · To develop sales tools · To establish and strengthen relationships with business partners |
· Car financing in branches · Dealership – a marketplace for car sales |
Data management expert |
· To improve the bank’s technological and data management capabilities |
· To raise employees’ knowledge about the latest analytical methods · To automate processes · To improve existing and implement new technological solutions |
· Digitalisation of documents · E-signature · PowerBI: data analytics · Robotisation |
Employer of choice |
· To develop talents and corporate culture, and attract highly-qualified staff |
· To improve working conditions · To foster the corporate culture · To build the employer brand, support upskilling |
· Employer branding strategy · Development programmes for employees (e.g. training, mentoring, lectures) · Recruitment chatbot |
In 2020, in its credit activity Santander Consumer Bank Group focused on:
· Maintenance of the leadership position in the hire purchase market through stable share in traditional sales, continued cooperation with large retailers, further development of online sales as well as identification of new sales growth opportunities and maintenance of profitability of collaboration with trade partners.
· Further acquisition of customers based on installment loans and credit cards, and leveraging cross-selling and up-selling opportunities.
· Optimisation of the range of cash loans and maximisation of value of customer relationships.
· Delivery of projects related to the sale of instalment and cash loans via the internet and the mobile application.
· Activities aimed at SME customers to capitalise on positive market trends, and maintenance of funding for individuals (excluding sole traders) at the expected levels.
Area |
Business Development of Santander Consumer Bank Group in 2020 |
|
Lending |
Credit portfolio · As at 31 December 2020, net loans and advances granted by SCB Group amounted to PLN 15.9bn and were 9.6% lower YoY due to slower consumer loan sales (-25.2% YoY) as a result of the Covid-19 pandemic. · The biggest decrease occurred in cash loans and card transactions, and the smallest decrease was noted in the hire purchase area where the bank carried out a review of profitability of its agreements. Card transactions declined due to, among others, the end of co-branding cooperation with one of the bank’s key partners. · At the same time, the sales of all the bank’s credit products increased in the remote channels. Development of distribution and service · The intended development of remote sales and customer service was accelerated as a result of the pandemic. The highest sales growth was reported in the online channel, while online sales of instalment loans, previously supported by the call centre – were migrated to a new, completely remote process. · Customers could ask for a higher credit card limit online. Furthermore, additional 3D Secure authentication was implemented for e-commerce transactions. · Santander Consumer Bank Group is actively strengthening its position in the car finance market by liaising with car dealers, importers, dealership groups and car rental companies. Product changes · In Q3 2020, Santander Consumer Multirent Sp. z o.o piloted consumer lease, a product complementary to hire purchase. · Santander Consumer Bank S.A. offered new terms and conditions for credit card holders, with interest based on a lombard rate. · The bank further developed the Full Service Leasing, a product offering additional benefits such as car service by approved repairers (Mazda), and damage and theft insurance. · To satisfy market expectations, Green Finance was implemented, a product for electric cars complete with an attractive insurance package. Helping businesses during the pandemic · As part of support for customers during the Covid-19 pandemic, from March to September Santander Consumer Bank S.A. and Santander Consumer Multirent Sp. z o.o. granted payment deferrals for 57.7k agreements in the total amount of PLN 1.8bn. · Until the end of September, 97.2% of payment holidays (in terms of value) were ended. |
|
Deposits |
Deposit base value and structure · As at 31 December 2020, deposits from customers of Santander Consumer Bank Group totalled PLN 9.5bn and decreased by 8.3% YoY, combined with a lower demand for credit due to the Covid-19 pandemic. · Retail deposits, the bulk of the Group’s deposit base, mainly included term deposits with a fixed capitalisation rate at maturity, and savings accounts. The remaining portion of the deposit base was made up of business deposits. · Overall, retail deposits decreased in value and had shorter maturity dates. The balance of business deposits increased, and their cost was much lower. Deposit offer · In 2020, Santander Consumer Bank S.A. focused on the sale of 12-month retail deposits, gradually reducing the balance of 24-month and 36-month deposits. As an alternative to long-term deposits, customers could use savings accounts, which were added to the offer at the end of Q3 2020, and made available to retail customers in the online channel. The bank plans a gradual decrease in retail deposit balances in favour of savings account balances. · The pricing of retail deposits was decreased to reflect changes in the NBP reference rate and market rates. · During the pandemic, the value of retail deposits acquired online increased significantly. |
Area |
Business Development of Santander Consumer Bank Group in 2020 |
Other product lines |
· A new cashback promotion was launched for holders of the Turbokarta credit card: 5% on car wash, 3% in restaurants and 1% on fuel. · In 2020, the range of non-related insurance products was expanded to include garden equipment, bicycles and scooters insurance available to customers of retailers offering hire purchase in cooperation with the bank. The bank also expanded the range of available cover periods as part of the “My Package” (“Mój Pakiet”) insurance. |
Other |
· In H1 2020, Santander Consumer Bank S.A. extended its cooperation agreement with Suzuki Motor Poland regarding stock financing for Suzuki dealerships and exclusive participation in Suzuki Finance programme which supports retail car sales. · In 2020, the bank’s PLN 600m revolving loan agreement with Santander Bank Polska S.A. was extended to 31 May 2021. The financing was not utilised. · On 20 July 2020, Santander Consumer Multirent Sp. z o.o. finalised an issue of securitisation bonds, backed up by a lease portfolio, for a total nominal value of PLN 740m. |
Debt sale |
· In 2020, Santander Consumer Bank S.A. sold the written-off portfolio of cash loans, instalment loans, credit cards, car loans and mortgage loans of PLN 358.4m in total, with a P&L impact of PLN 31.9m gross (PLN 25.9m net). |
Personnel management |
· In H1 2020, the bank announced the start of collective redundancies. Scheduled to last until the end of H1 2021, the process is to cover 430 people. The process results from the closure of the bank’s branches as well as digitalisation, automation and optimisation of business processes. |
X. Organisational and Infrastructure Development
In 2020, the bank and its subsidiaries took intensive measures to ensure safety of employees and customers during the Covid-19 pandemic, whilst maintaining business continuity and effectiveness. In organisational terms, it involved shifting from the existing work model to the wide-scale home office model. For more information, see “Measures connected with the Covid-19 pandemic” in Chapter IX “Business Development in 2020” (Section 2.1 “Management of the Covid-19 Situation in 2020”).
In 2020, the Wealth Management Area was established in the Retail Banking Division, comprising Santander Brokerage Poland and the Private Banking Department. This change allowed the bank to simplify development and distribution of investment products to Private and Select customers.
At the start of May 2020, the Help Desk was transferred from the Central Operations Area in the Digital Transformation Division to the Multichannel Communication Centre in the Retail Banking Division. The objective of this change was to align and improve customer service standards and enhance performance.
The strategic function of the Chief Data Officer (CDO), which used to be performed by the Head of the CDO and Data Platforms Department, was centralised and now directly reports to the Management Board member. CDO supervises the quality, consistency and integrity of data used for decision-making processes across the bank, data included in the Central Data Platform, all regulatory aspects of banking data, as well as development and implementation of a strategy for such data.
As the mortgage bank project was discontinued, the Mortgage Bank Development Office in the Financial Management Division was liquidated.
In accordance with the bank's strategy, the Digital Transformation Division continued to expand the scope and improve the effectiveness of application of the Agile methodology. The Digital HR IT Area was established, which reports to the CIO and supports the Digital HR Tribe set up in the Business Partnership Division in digitalisation of processes related to human resources management and improvement of employee experience in this respect.
Organisational units of the Business Support Centre of Santander Bank Polska S.A.
Since 2018, Santander Bank Polska S.A. has been steadily increasing the use of the Agile methodology and way of working to achieve lasting success in a dynamically developing environment (also technology-wise). One of the objectives of the Agile transformation is to move away from complex hierarchical structures towards small interdisciplinary teams that are capable of quick and effective implementation of new solutions in accordance with customer needs.
Currently, the Agile concept is used by 20 tribes established at Santander Bank Polska S.A. and covers the majority of service and software development processes. Around 1,500 people work in tribe structures. In 2020, the Digital HR Tribe was set up. The Agile values and principles are also gradually implemented in the bank’s units which do not generally work in accordance with this methodology.
In 2020, the Design Thinking method, which supplements the Agile methodology, was increasingly used to design services in close cooperation with customers. Strong focus was placed on promotion, standardisation and automation of methods used to measure tribe performance. Another significant objective of the Agile way of working was to increase the automation of testing as part of software development.
In 2021, the bank intends to continue to use the Design Thinking method and automate testing in order to further improve the quality of the solutions. Dashboards which measure tribe performance are going to be extended based on the EazyBI application. Focus will be put on more effective management by objectives, using such methods as Objectives & Key Results and Impact Mapping. To improve the cooperation between the teams, the bank will use different Scrum scaling methods, including Nexus and LeSS.
On 6 May 2020, the Management Board of Santander Bank Polska S.A. adopted a resolution to suspend the project of establishing the mortgage bank within Santander Bank Polska Group, and to request the KNF to suspend the administrative procedure concerning the grant of a consent for establishing the mortgage bank.
The administrative procedure was suspended under the KNF decision of 26 May 2020.
Compared to 31 December 2020, the list of members of Santander Bank Polska Group was extended to include the following two subsidiaries of Santander Consumer Multirent Sp. z o.o. (a company controlled indirectly by Santander Bank Polska S.A. and directly by Santander Consumer Bank S.A.):
· Santander Consumer Financial Solutions Sp. z o.o. with its registered office in Wrocław – a wholly-owned subsidiary of Santander Consumer Multirent Sp. z o.o. incorporated on 27 August 2020 and specialising in finance lease, mainly in the segment of passenger cars and vans;
· SCM Poland Auto 2019-1 DAC with its registered office in Dublin – an SPV established to securitise a part of the lease portfolio of Santander Consumer Multirent Sp. z o.o. and controlled by the latter company since July 2020 in accordance with IFRS 10.7 (but having no capital connections with the same).
Both subsidiaries are consolidated with Santander Bank Polska S.A. in line with IFRS 10.
Santander Consumer Finanse Sp. z o.o., which is included in the list of subsidiaries, was dissolved and liquidated as at 31 December 2020 based on the resolution of the Shareholders’ Meeting of 23 December 2020.
In 2020, Santander Bank Polska S.A. continued its business distribution strategy which focuses on development of omni-channel banking based on a network of branches, customer service points and best-in-class digital banking solutions.
The bank’s distribution strategy:
· defines new digital channel roles, modern and spacious branch design, new profile of advisors and an optimum coverage of the branch network.
· promotes an open and empathic approach to customers that is tailored to their needs and expectations as part of the new distribution model.
· is focused on:
ü increasing the role of digital channels as the main source of retail business by making branches responsible for developing customer relations and providing customers with education and support with regard to the use of remote channels;
ü digitalisation of post-sales processes for the bank’s customers, optimisation of Help Desk and development of an electronic signature module in branch banking using the latest technologies;
ü development of processes and simplification of post-sales services and back-office procedures (administrative tasks, cash management, control/ monitoring) as part of optimisation of branch and omnichannel processes.
In 2020, another 50 branches were adapted to the new format, 15 of which were thoroughly remodelled. At the end of the year, there were 145 premium-standard branches, where advisors provided services in modern and spacious areas.
Branches are divided into several functional zones: the self-service zone (equipped with ATMs and CDMs) which provides 24-hour access to the account; the waiting zone, the teller zone, meeting rooms and open meeting counters, where customers can use financial services in comfortable conditions, with the full support from bank advisors.
Alongside this, branches were equipped with tools supporting people with disabilities such as induction loops, tactile ground surface indicators and maps, and a navigation and information system. As at 31 December 2020, the bank had 160 certified barrier-free branches adapted for people with disabilities. The employees of the barrier-free branches are trained in how to provide professional service to the disabled. Each branch offers a possibility to contact a remote advisor who can use sign language.
The bank steadily develops and pilots innovative branch formats.
· In March 2020, the second WorkCafé of Santander Bank Polska S.A. was opened in Olivia Business Center in Gdańsk. This format meets the changing needs of customers, who can have business meetings, use banking services and promote their brand by organising various events for customers and colleagues in one place. Due to the pandemic, the co-working space, the room booking option and the cafés were temporarily not available in any of the two outlets.
· In November 2020, a branch was opened in Warsaw combining a traditional bank outlet with co-working and meeting space for customers.
· In 2020, the bank launched another two Santander Zones in shopping centres, offering banking services also in the evenings and on Saturdays. The main objective of such outlets is to acquire customers through the sale of personal accounts in a remote, paperless process and to promote Santander brand. The planned development of this channel was suspended in 2020 due to the coronavirus crisis.
For customers who prefer face-to-face interaction, the bank steadily develops the network of partner outlets. As part of this process, the bank’s branches are transformed into partner outlets in line with the ongoing optimisation measures.
As at 31 December 2020, Santander Bank Polska S.A. had 456 branches, 2 off-site locations, 10 Santander Zones and 138 partner outlets. During the year, the number of bank outlets (branches, off-site locations and Santander Zones) decreased by 47, and the number of partner outlets increased by 4.
Branches and partner
outlets of Santander Bank Polska S.A. in consecutive quarters of
2019–2020 and as at the end of 2016–2020
Apart from the branch network, Santander Bank Polska S.A. also steadily developed its indirect distribution channels. In 2020, the external network employed 424 people on average per month. The bank used the services of agents to offer cash loans, mortgage loans, SME loans, loan insurance, personal and business accounts, and leasing facilities.
Services for Private Banking customers are provided by around 60 Private Bankers working from 25 locations across Poland, including Macroregional Directors at 5 Private Banking Centres (Warsaw, Poznań, Wrocław, Katowice, Sopot).
Branches and partner outlets as at 31 December 2020
Alongside the modernisation of its brick-and-mortar network, the bank continued to develop the functionality of digital contact channels and implemented new or optimised existing processes in the Multichannel Communication Centre (MCC).
As at 31 December 2020, the network of self-service devices of Santander Bank Polska S.A. comprised 1,661 units, including 731 ATMs and 930 dual function machines (426 recyclers). The bank ranked second in the Polish banking sector in terms of the number of ATMs and CDMs.
In 2020, as part of the self-service channels development programme, the menu design of more than 1,400 machines was changed to make it easier to navigate. In December 2020, the first ATM of a new supplier was installed and a new feature was introduced for CDM users: credit card repayment in cash.
In 2020, the bank continued to install new recyclers, i.e. dual function ATMs enabling withdrawal of cash that has been previously deposited by other customers. The number of such devices increased by 28 Ytd.
In accordance with the existing strategy, in 2020 the Multichannel Communication Centre integrated the customer contact channels and expanded the range of processes and tools, using the latest technologies. The development process was also accelerated by the Covid-19 pandemic.
To ensure unparalleled customer service in all communication channels, the MCC introduced a variety of technological and organisational improvements and continued to build centres of excellence. The new solutions included MultiSkill, a functionality facilitating the management of resources and IVR queue, and LiveChat, which reduced response times.
As part of its commitment to inclusive banking, the Multichannel Communication Centre has offered remote video service in the Polish sign language (since 2014) and a helpline for senior citizens with information and guidance about remote banking (since June 2020).
Santander Bank Polska S.A. was ranked second in the Hot Spot – FCR, a customer satisfaction survey, losing by a narrow margin only. In 2019, the bank took the sixth place. The bank was also awarded the Institution of the Year title by the Moje Bankowanie portal, in the “Best customer service quality in remote channels” category, and took the second position in the “Best multichannel service quality” category of the Golden Banker ranking.
In 2020, the largest number of interactions were made in the phone banking channel. However, dynamic growth was reported in the number of interactions in the video channel, which prompted further development of the Online Advisor services, i.e. video, chat and audio channels (with a particular focus on video).
In 2020, the Multichannel Communication Centre introduced a range of new solutions and enhancements to encourage personal and business customers to make more transactions. The key ones included:
· a possibility to sign up for electronic banking services via video;
· optimisation of the voice sample collection process;
· identification of customers (calling to reset electronic banking password) using voice biometrics or verification quiz;
· support for borrowers using the solutions introduced by the bank in relation to the Covid-19 pandemic (deferral/ cancellation of loan payments or extension of maturity of selected loans for personal and SME customers);
· support for customers applying for financial aid as part of the PFR Financial Shield for SMEs via internet banking;
· launch of a chatbot informing customers about the bank’s product offering and changes connected with the coronavirus pandemic (the bot’s knowledge base is continuously expanded to include new facts/ products);
· a possibility for Select and Private Banking customers to increase funds transfer limits.
Santander Bank Polska S.A. has been steadily enhancing the functionality and capacity of its digital contact channels in accordance with its long-term strategy of increasing their share in acquisition, sales and communication. This process was accelerated to meet customers’ preferences and protect customers’ health during the pandemic.
In 2020, the bank focused on further improvement of existing processes, introduced new functionalities and products, enhanced security, and developed digital acquisition and sales processes.
The key changes in digital contact channels are presented below.
Electronic channel |
Selected solutions and improvements introduced in 2020 |
Development of digital acquisition and sales |
· Launch of a remote account opening process via courier with the use of a biometric tablet with an encrypted agreement. · An option for Santander internet banking users to open a business account and set up a sole proprietorship. · A possibility for new customers to open an account using biometrics (face image and ID card). · A possibility to open an account for children under 13 via internet banking. · An option for children aged 13 and older to sign up for Santander internet and Santander mobile services and for their parents to monitor their accounts in internet banking. · FX transfers to accounts with other banks, including outside the European Union (24 currencies available). · 24/7 access to the Kantor Santander currency exchange platform. |
Electronic channel |
Selected solutions and improvements introduced in 2020 |
Santander internet |
· Launch of product websites in Santander internet dedicated to accounts, cards, loans, an integrated account and a credit card account, including links to the most frequent banking operations associated with a given product. · A possibility for customers to reset their passwords to the internet banking platform or mobile application based on verification questions or using PIN mobile (internet banking users only). · Launch of a new internet banking site called “Price Guide” (“Poradnik cenowy”), where holders of the Account As I Want It and the Customised Card can check what they do not have to pay for, and what banking fees they can avoid. · Implementation of new applications related to the state support measures connected with Covid-19, including an application for deferral of loan payments, an application for subsidy and an application for loan disbursement. · A possibility for business customers to change limits in Santander internet. · Payment initiation from accounts with other banks. · Introduction of a feature for users of Mini Firma and Moja Firma plus to facilitate bill payments by checking whether a payee is included in the white list of VAT taxpayers (applicable to transactions above PLN 15k). · Introduction of changes to information architecture, layout and tabs in Santander internet, along with simplification of navigation. |
Santander mobile
|
· An option to add cards to Google Pay and Apple Pay via Santander mobile. · Introduction of biometric solutions in the Inwestor mobile application. · FX transfers to accounts with other banks, including outside the European Union (24 currencies available). · A possibility to add accounts with other banks to check balance and transaction history in one place. · Modification of navigation features and tab layout in the mobile application. |
Other changes |
· Introduction of enhancements to internet and mobile banking to stabilise the performance of production environment. · Launch of a simulator on the bank’s website for customers to check how their loan instalments will change if they apply for deferral of principal or principal and interest payments (the first solution of this kind offered by a bank in Poland). · New simulators of changes to lending terms for personal and business customers. · Launch of Santi chatbot on santander.pl that can answer questions about products and services, internet banking, mobile application, as well as solutions prepared in response to Covid-19. · Access to the chat history for customers using Online Advisor services. · Improvement of the transaction authorisation process using a mobile signature. · Upgrade of Santander Leasing and Santander Universidades pages as part of santander.pl. |
Santander Bank Polska S.A. develops an e-commerce channel to sell strategic products online. The bank offers personal accounts, business accounts and cash loans in partnership with affiliate networks in Poland, i.e. the largest online platforms.
As at 31 December 2020, the number of customers with access to electronic banking was 4.2m. The number of digital customers (i.e. electronic banking users who at least once logged in to internet or mobile banking in the last month of the reporting period or checked their balance without logging in) was 2.8m, up 9.8% YoY. The number of mobile application users went up by 18.3% YoY to 1.9m (including 961k customers who used Santander mobile only). Last year, mobile application users made 121.7m transactions (up 63.2% YoY).
Santander Bank Polska S.A. is focused on building competitive edge based on state-of-the-art technologies, digital processes and simple rules.
In 2020, the bank formulated a three-year IT strategy in accordance with its business strategy and the common goals of Santander Group, taking into account external and internal factors impacting business and IT development. The strategy reflects the modified approach to the IT function in view of the ongoing automation and digitalisation processes. Apart from being service providers, IT units are becoming active leaders that initiate changes and inspire other units to take advantage of the latest technologies and trends. This approach facilitates generation of new ideas and solutions which bring business benefits and help the bank not only to respond to customers’ needs but also to create and anticipate them.
The IT strategy specifies measures to be taken in the near future. They can be divided into seven categories.
Key categories of objectives under the IT strategy
The key element of the bank’s digital transformation is the implementation of the DevOps culture, which will ensure uninterrupted delivery of changes in production systems in response to customer needs while significantly reducing the time-to-market.
In order to increase the organisational, process and cost efficiency, the bank launched the 4P strategic programme, which seeks to develop a simple offer, create better and easier-to-use products, simplify and increase the flexibility of the IT infrastructure, facilitate investment into new technologies, ensure long-term competitive edge and improve working conditions.
The first step towards implementation of this programme is to simplify the organisation’s application infrastructure (APO/Application Portfolio Optimizations), which has become quite complex. Following the review of the existing portfolio of IT applications, a long-term plan was devised to simplify and upgrade the IT architecture, whilst reducing maintenance and development costs and enhancing security. At the same time, technological changes were being implemented smoothly to eliminate technological debt.
To reduce the number of production incidents and accelerate changes, a dedicated project was set up to increase automation and ensure top quality of the software development process right from the start. The project covers the bank’s key systems and is gradually expanded each quarter.
In response to the changing environment, including market conditions and customers’ expectations, a decision was taken to accelerate work on accessibility of products and services in electronic channels. The Accelerated Retail Digitalisation Programme was launched to offer more end-to-end solutions and improve service processes (e.g. related to credit and insurance products).
The table below presents the selected IT projects delivered by Santander Bank Polska Group in 2020.
Initiative |
Selected projects delivered in 2020 |
Improvement of availability, reliability and performance of the bank’s systems |
· After the availability and reliability of the Cortex card system was improved, a similar project was launched in relation to the CEKE system, which impacts the performance of electronic channels. Most of the stabilisation work in CEKE was completed in March 2020. · The bank continued the work in the Release, Change and Incident Management areas and implemented KPIs for the IT Services Area, which reduced the number of downtime-causing incidents by 60% compared with 2019. · Highly efficient core network was developed to connect the Data Centres with the Business Support Centre, which translated into a tenfold increase in the transfer capacity of the bank’s links. The upgrades implemented in response to higher demand for network resources significantly facilitated remote work. · The core module of the bank’s central accounting system responsible for end-of-day processing – was thoroughly redeveloped and a new 24/7 module was implemented, providing customers with 24/7/365 access to banking services. · The working hours of the Kantor Santander FX platform were extended in all distribution channels (Internet, mobile, Moja Firma plus, iBiznes24), enabling customers to make FX transactions 24/7. · Effective IT system support was provided in relation to the largest IPO in the history of the Warsaw Stock Exchange. · Disaster Recovery tests were prepared and successfully delivered, without any disruption to remote work. · A plan was devised to develop a new cloud platform to store dynamically growing volumes of the bank’s data and reduce time-to-market of solutions based on such data and their analytics. |
Participation in global optimisation initiatives of Santander Group |
· As a member of Santander Group, the bank participates in the following global projects: ü Global Trade Services (GTS) and Common API – development of a new payment component and a service model for customers using GTS (onboarding, post-sales support). ü One Pay FX – further extension of the payment system within Santander Group in relation to online payments in USD made via Ripple. ü Development of a global multi-currency payment hub and connectivity services to enable large companies to make transfers within 10 seconds. In 2020, the bank implemented services for two largest customers from the payment industry. ü NeurOne – a project designed to integrate and harmonise the selected processes across the Group to improve their quality and effectiveness. ü OneEurope – implementation of a pan-European operating model which will deliver benefits of scale and efficiencies based on common products and regional structures, and a more agile response to customer needs. · The bank successfully implemented OpenAPI Platform, which provides access to corporate programmes as part of Open Banking services (also for third parties). Global Trade Services (GTS) will be the first programme launched under the above services. · Santander Bank Polska S.A. was the fourth bank in Poland to provide Santander Online services as part of open banking at the end of H1 2020. The Account Information Service (AIS) was the first service offered in accordance with the PSD2 standard. · At the end of Q3 2020, Santander Bank Polska S.A. implemented the Payment Initiation Service (PIS) as the second bank in Poland, enabling users of Santander Online to make payments from accounts with other banks. As at the release date of the report, this service was provided to customers of the following seven banks: PKO BP S.A., Pekao S.A., Alior Bank S.A., BNP Paribas Bank Polska S.A., ING Bank Śląski S.A., Bank Millennium S.A., mBank S.A. |
Initiative |
Selected projects delivered in 2020 |
Enhancement of security of the bank’s systems |
· Santander Bank Polska S.A. is the first bank in Europe to have developed and implemented 3DSecure 2.2 solution as part of PSD2, which significantly enhances security of online card transactions. · The bank continued work related to implementation of SAS Fraud Management, a system which will enable 24/7/365 online monitoring of electronic banking transactions in real time. · The bank proactively built the cybersecurity culture among employees and customers by promoting safe online behaviours. To that end, in 2020 the bank continued its educational and awareness-raising campaigns in social media and gave presentations at industry conferences. As a member of the Polish Bank Association (ZBP), it also actively contributed to the creation of a series of videos about cybersecurity. · As part of open banking, Select customers and other customers who aggregate accounts operated by other banks were provided with a free-of-charge CyberRescue service to enhance network security. In November, the bank decided to offer this service also to personal customers who actively bank online. · Tools were developed to eliminate malware on customers’ mobile devices. · Cooperation rules were agreed with the Sectoral Cybersecurity Team of the Polish Financial Supervision Authority (CSIRT UKNF), which strengthened the bank’s response to threats triggered by cyberattacks on the supervised financial market in Poland. |
Implementation of regulatory requirements |
· In accordance with the guidelines of the European Banking Authority, decision systems were developed for the purpose of implementation of a new default definition. · Financial market systems were adjusted to SFTR regulatory reporting (reporting securities financing transactions to the trade repository of the Central Securities Depository of Poland). · The model quotation system (SKM) was implemented to distribute transaction data used for the purpose of WIBOR fixing by GPW Benchmark. · The bank introduced the following regulatory requirements: ü Regulation (EU) 2019/518 of the European Parliament and of the Council of 19 March 2019 amending Regulation (EC) No 924/2009 as regards certain charges for cross-border payments in the Union and currency conversion charges. ü Introduction of special micro accounts for tax payments. ü Reporting on mass customer accounts subject to enforcement proceedings to STIR. ü Automated verification of the counterparty’s data against the White List – a functionality available to business customers in electronic channels. ü Pilot implementation of sanctions screening for domestic payments. · Automation of reimbursement of early repayment fees. |
Automation and optimisation of operational processes |
· The Smart Loans application supporting loan sales for SMEs was implemented in the internet channel, along with three new added values: amicable debt collection, microfactoring and an online contracting application (Umownik). New solutions were implemented at branches to facilitate the work of customer advisors, including automated loan renewals and de minimis guarantees. · The mobile and electronic banking modules were extended to include new remote processes for personal customers such as activation of a new credit card and an increase in overdraft. · Santander Bank Polska S.A. was the first bank in Poland to implement a cloud-based CRM solution called Salesforce. The new platform facilitates deposit and transactional processes for business customers. · A new platform was deployed to support sales processes and daily banking products. · The pilot of the CLP system was launched to facilitate corporate lending process. · A new group solution called Spirit was implemented to support investment advisory services for Private Banking customers. · The iBiznes24 platform was upgraded on the basis of feedback from qualitative and quantitative surveys conducted among users, with significant improvement of layout and user-friendliness of solutions provided to customers. The pilot run was completed and the migration of customers to the upgraded version is now in progress. · The first components of the new architecture for non-related insurance were deployed in connection with the MPV implementation of life and health insurance (Życie i Zdrowie) in the internet channel, branches and the Multichannel Communication Centre, and Locum home insurance in branches. This helped to simplify product range and sales processes. · The bank achieved the key milestone of data migration to the target transfer agent service system (PMFS). Meanwhile, changes were introduced to the bank’s investment funds distribution systems to enable cooperation with the new transfer agent system. |
Initiative |
Selected projects delivered in 2020 |
Automation and optimisation of operational processes (continued) |
· The bank introduced an AI personal assistant that can answer questions in real time, suggest optimum solutions and help existing and prospective customers find the right information. · A new application called Rating Plus was implemented to set ratings for corporate customers according to the new model. · A machine learning model was used to set limits under a buy-by-click procedure, increasing the amounts of facilities available as part of this process. · New post-sales instructions were made available in the remote channels, allowing retail loan borrowers to extend the lending period and temporarily reduce principal payments. · Post-sales service of mortgage loans was simplified – customers may now have access to their documents at any branch of the bank. · Work on eSignature is under way, alongside the development of new document templates and extension of electronic communication capabilities to reduce the use of paper-based documents. · The account opening process for corporate customers was automated (eApplications). |
In 2020, Santander Bank Polska Group incurred PLN 389.8m worth of capital expenditure compared with PLN 450.8m in 2019.
· The expenditure primarily included projects related to the development of IT systems, infrastructure and equipment.
ü To increase system capacity, work was underway to improve availability and reliability of remote channels and eliminate capacity issues, notably with respect to peak transaction volumes. A strong focus was placed on the quality of the initial stages of development and its automation in order to reduce the number of production incidents and accelerate changes. The bank launched implementation of SAS Fraud Management and increased its capability of storing and sharing data in the data warehouse environment.
ü The home office model introduced for approximately six thousand employees in late March/ early April 2020 required the bank to provide all employees with secure access to the infrastructure. In view of an increased demand for network resources, the capacity of telephone links was extended, the functionality of conference call bridges was enhanced, and the transmission capacity of the bank’s network links was increased to facilitate remote work. Alongside this, the VPN connectivity was improved through split tunneling, which makes it easier to install security patches on banking devices.
ü In view of the Covid-19 situation, the bank extended the scope of operational services available in remote channels. Despite changes to the organisation of work, the bank maintained high quality of IT service delivery and high availability of systems. On top of that, customer service was further digitalised, automated and simplified.
ü At the same time, a number of IT projects were carried out, as described in Section 5 of this Chapter “IT Development”.
· In 2020, the bank continued to invest in the development of online, mobile and telephone banking for retail customers, improved the iBiznes24 electronic banking platform, CRM systems and credit processes for business customers, and carried out optimisation and transformation processes in the branch network in accordance with the New Distribution Model. For more information, see Section 3 of this Chapter “Development of Distribution Channels of Santander Bank Polska S.A.” and Chapter IX “Business Development in 2020”.
· The bank continued the obligatory projects as required under amended or new laws and regulations.
XI. Financial Performance in 2020
The profit before tax of Santander Bank Polska Group for the 12-month period ended 31 December 2020 was PLN 1,880.9m, down 42.0% YoY. The profit attributable to the bank’s shareholders declined by 51.5% YoY to PLN 1,037.2m.
The table presented in the “Comparability of periods” section below contains the selected items of the income statement of Santander Bank Polska Group which affect the comparability of the analysed periods.
|
Determinants of the Group’s profit for 2020
· Net interest income of Santander Bank Polska Group decreased by 10.5% YoY as a result of the pressure on net interest margin from three NBP rate cuts in H1 2020, deceleration of credit delivery caused by the Covid-19 pandemic and lower yields of the investment portfolio of debt securities.
· Net fee and commission income for 2020 increased by 1.1% YoY, reflecting the well-diversified business of the Group. The Group generated significantly higher income in the capital market, particularly from brokerage services and issue arrangement, which offset a decrease in fee and commission income from the management of investment fund assets, whose average value declined YoY. At the same time, lower fee and commission income from payment transactions routed through customers’ accounts, cross-border payments and credit card payments was counterbalanced by higher income from FX fees and debit card fees as well as reduced credit agency fees.
· Other income (non-interest and non-fee income) was down 19.5% YoY, as a result of a decrease in the selected components, which was partially offset by a higher gain on other financial instruments (+38.9% YoY) from the sale of government bonds with record low yields. The decline was reported in the following components:
ü net trading income and revaluation (-30.2% YoY), reflecting a lower total gain on derivatives and FX transactions and a negative change in the fair value of credit card receivables;
ü other operating income (-30.6% YoY), as an effect of high base resulting from PLN 59.1m recognised in the comparative period in respect of settlement of sale of an organised part of the enterprise of Santander Bank Polska S.A. and a higher volume of property sale transactions;
ü dividend income (-76.9% YoY), due to the supervisory guidelines for the financial sector, according to which financial institutions were expected not to pay out dividends in order to strengthen their capital base, which limited profit distribution for 2019.
· Expected credit loss allowances went up by 44.6% YoY as a result of deterioration in borrowers’ standing due to the recession caused by the pandemic, revision of risk parameters amid the dynamic environment and additional allowances raised to take account of uncertain negative impact of the coronavirus crisis (post-model adjustment).
· Other operating expenses went up by 53.4% YoY on account of significantly higher provisions for legal disputes concerning mainly foreign currency mortgage loans.
· Staff and general expenses declined by 4.8% YoY as a result of steady delivery of optimisation and transformation processes. Staff expenses were down by 6.7% YoY, reflecting reduction in salaries, which was partially offset by higher restructuring provisions for collective redundancies. A decrease in general and administrative expenses (-2.4% YoY) is a combined effect of systemic solutions implemented to curtail costs (branch network optimisation, car fleet management) and external factors resulting in both cost increase (higher contributions to the BFG, higher cost of IT usage) and cost savings (limitation of advertising activities and business travel).
· Tax on financial institutions totalled PLN 602.0m (+0.5% YoY), reflecting a stable customer loan book.
The profit before tax of Santander Bank Polska S.A. was PLN 1,227.7m for 2020, down 55.1% YoY. The decline was attributed to a decrease in net interest income and dividend income, and an increase in allowances for credit risk resulting from the Covid-19 pandemic and provisions for financial risk connected with foreign currency home loans.
The respective components of the profit earned by the bank are presented in the section on the financial performance of Santander Bank Polska S.A. in 2020.
The subsidiaries consolidated by Santander Bank Polska S.A. reported a drop of 31.1% YoY in their total profit before tax.
The contribution of Santander Consumer Bank Group to the consolidated profit before tax of Santander Bank Polska Group for 2020 was PLN 424.6m (after intercompany transactions and consolidation adjustments) and decreased by 34.8% YoY as a combined effect of the following:
· A decrease of 16.8% YoY in net interest income to PLN 1,305.9m due to a negative adjustment to interest income on account of early repayment of consumer loans (PLN 63.5m) and negative impact of the Covid-19 pandemic, including sharp official rate cuts, moratoria on loan repayments, deceleration of sales and reduction in the value of the credit portfolio. The financial impact of the above-mentioned developments was offset to some extent by one-off income of PLN 90m from the update of parameters as part of revision of the model for calculation of provisions for insurance premium refunds.
· An increase of 20.2% YoY to PLN 159.7m in net fee and commission income driven by higher gains on settlements with retail network partners and a rise in insurance proceeds caused by a one-off adjustment of PLN 13m resulting from the revision and update of the provision calculation model for insurance premium refunds. This was accompanied by an increase in fee and commission expenses related to securitisation and the lack of income from spot transactions (since July 2019).
· A 8.3% YoY increase in net expected credit loss allowances to PLN 325.3m, mainly on account of allowances related to uncertainty as to the impact of the Covid-19 pandemic (PLN 32.8m) and changes in the structure of the credit portfolio (with a decreasing share of mortgage loans and a growing share of cash loans). The bank also reported higher income on the sale of overdue receivables (+9.1m YoY).
·
A rise in other non-interest
and non-fee income, primarily reflecting higher gain on other financial
instruments
(+PLN 13.0m to PLN 14.9m).
·
A 2.4% YoY reduction in operating
expenses to PLN 742.1m attributed to a savings plan implemented in
connection with the Covid-19 pandemic. Staff and general expenses, including an
employment restructuring provision of PLN 15.4m
(PLN 7.4m in 2019), went down by 7.8% YoY. Meanwhile, other operating expenses
went up by 27.6% YoY along with an increase in provisions for legal claims
related to foreign currency mortgage loans.
Profit before tax of Santander TFI S.A. for 2020 decreased by 33.3% YoY to PLN 142.5m. Net fee and commission went down by 25.4% YoY alongside the decline in management fees caused by a drop in the value of net average assets under management and in margin reflecting changes in the assets structure and a lower management fee. At the same time, an increase was reported in fee and commission expenses in respect of the distributor’s services and special deals such as “Extra 1%” (“Dodajemy 1%”) or 0% management fee. Operating expenses grew by 10.2% YoY, including as a result of implementation of the Employee Capital Plans in November 2019, higher fees for supervision over the capital market and maintenance costs related to a new operating system facilitating trading.
Total profit before tax posted by companies controlled by Santander Finanse Sp. z o.o. decreased by 5.1% YoY to PLN 85.5m.
· The total profit before tax of Santander Leasing S.A., Santander Finanse Sp. z o.o., Santander Leasing Poland Securitization 01 Designated Activity Company and Santander F24 S.A. declined by 18.5% YoY to PLN 51.1m. This negative change was mainly attributed to higher expected credit loss allowances for the lease portfolio, including allowances made as a result of the Covid-19 pandemic. The quality of the lease portfolio measured by the NPL ratio remained satisfactory (-0.05 p.p. YoY). Despite the external environment, sales triggered an increase of 6% YoY in the lease portfolio, growth of 10% YoY in net interest income and a rise of 9% YoY in net insurance income.
· The profit before tax posted by Santander Factoring Sp. z o.o. was up 25.5% YoY and totalled PLN 34.4m. The factoring portfolio generated an increase of 22.1% YoY in net interest income, which was partially offset by higher expected credit loss allowances connected with Poland’s uncertain economic outlook resulting from the Covid-19 pandemic, among other things.
Structure of Santander Bank Polska Group’s profit before tax
Total income of Santander Bank Polska Group for the 12-month period ended 31 December 2020 was PLN 8,647.3m, down 8.6% YoY. Excluding a gain of PLN 59.1m from the sale of the Investment Services Centre in 2019, income of PLN 103m from revision of the provision calculation model of Santander Consumer Bank S.A. in relation to refunds of insurance premiums recognised in the current period and dividend income recognised in both analysed periods (PLN 22.9m for 2020 and PLN 99.2m for 2019) and a negative adjustment to net interest income on account of partial reimbursement of fees on early repaid consumer loans (PLN 165.0m in 2020 and PLN 100.4m in 2019), the underlying total income was down 7.6% YoY, impacted by interest rate cuts and volatility of financial markets.
Net interest income for 2020 was PLN 5,888.1m, down 10.5% YoY. This figure reflects higher partial reimbursements of fees on early repaid consumer loans (up PLN 64.6m YoY), which were more than offset by one-off income of PLN 90m earned by Santander Consumer Bank S.A. from the revision of the model for calculation of provisions for insurance premium refunds.
Excluding the above-mentioned components, the Group’s underlying net interest income decreased by 9.6% YoY as a combined effect of the following:
· Pressure on net interest margin from sharp NBP interest rate cuts in H1 2020 (the reference rate was reduced by the MPC three times: on 17 March, 8 April and 28 May by 1.4 p.p. in total to 0.1%) and decreasing market rates.
· Deceleration of lending to business and personal customers caused by a lower demand resulting from the pandemic.
· Changes to the Group’s balance sheet structure, including growth of the portfolio of low-yield investment financial assets.
· Flexible pricing management resulting in optimisation of cost of asset funding and supporting the bank’s credit policy.
The loans subject to moratoria reduced the Group’s net interest income for 2020 by PLN 34.7m.
Interest income for 2020 totalled PLN 6,896.7m and was down 18.5% YoY due to pressure from the main components. In absolute terms, loans and advances to personal and business customers had the largest impact on the above figure, but the most pronounced decline was observed in interest income from repurchase transactions (-82.7% YoY), loans and advances to banks (-74.6% YoY), and IRS hedges (-70.7% YoY).
Interest expense decreased at a much faster rate than interest income (down
46.4% YoY to PLN 1,008.6m for 2020),
as a result of a decline in the balance of term deposits from personal and business
customers caused by a steady transfer of funds to current accounts and
investment products (notably during the rebound after the market crash). This
was supported by changes to the pricing of the Group's term deposits in
response to official interest rate cuts and developments in the financial
markets, including in the stock and investment funds markets.
In 2020, loans to customers brought a yearly average nominal interest income of 4.0% vs 5.0% in 2019, while customer deposits carried a yearly average nominal interest cost of 0.4% vs 0.9% in 2019.
The cumulated net interest margin (annualised on a year-to-date basis) went down to 2.87% in 2020 from 3.46% in 2019 in line with the interest rate trends. The year 2020 witnessed a steady outflow of funds from term deposits, a high increase in current funds from government support schemes, term deposits and investment products (particularly in Q2 2020) and revived interest in investment solutions starting from Q3, which was accompanied by business trends negatively affecting the net interest margin such as deceleration of credit delivery due to the economic shock caused by the Covid-19 pandemic or growing investments of free cash in low-yield debt securities.
Net interest margin (annualised on a quarterly basis) totalled 2.66% in Q4 2020 and was stable QoQ and down 71 bp YoY. The margin reported in H2 2020 fully reflected the impact of interest rate cuts introduced in H1 2020, both in terms of interest income and interest expense. It was also impacted by the business trends affected by the Covid-19 pandemic in terms of deposits, loans and debt securities.
Net fee and commission income
Net fee and commission income for the 12-month period ended 31 December 2020 amounted to PLN 2,152.1m and increased by 1.1% YoY, driven by the performance of individual business lines of Santander Bank Polska S.A. and its subsidiaries. The key changes were as follows:
· Brokerage fees rose by 119.3% YoY as a result of higher trading generated by all segments of Santander Brokerage Poland customers who looked for investment opportunities in view of a crash in stock markets at the start of the year and their higher volatility during the entire period under review. The increase in trading was supported by the procedure for opening investment accounts via the internet banking services and access to foreign markets via Individual Retirement Account. Furthermore, a rebound was reported in H2 2020 in terms of IPOs, SPOs, ABB and tender offers for shares.
· An increase of 6.3% YoY in net credit fee and commission income is largely attributed to lower costs of credit agency as part of settlements between Santander Consumer Bank S.A. and its retail partners. On the income side, a decline was reported in credit fees as a result of deceleration in credit delivery caused by a lower demand, state support programmes and changes in the risk profile of selected customers.
· An improvement in FX fee income (+5.9% YoY) was driven by higher turnover on e-FX (iBiznes24 module) and Kantor Santander currency exchange platform (available in Santander online and Santander mobile) coupled with a slight increase in average quotations in the electronic channels.
· Stable net fee and commission income from insurance business mainly results from recognition of non-recurring income of PLN 13m by Santander Consumer Bank S.A. following an update of parameters of the provision for insurance premium refunds (as part of revision of the underlying calculation model), which offset a decrease in Group’s income from insurance linked to banking products, mainly cash loans.
· Net fee and commission income from asset management and distribution fell by 18.5% YoY as a result of a YoY decline in average assets under management and the management margin, combined with changes to the asset structure and management fees.
· A decrease of 4.7% YoY in net fee and commission income from account maintenance and cash transactions is attributed to lower number of transactions made by customers at branches, among other things. A decline of 1.4% YoY in e-Business and payments is a combined effect of changes to cross-border payments in EUR arising from the EU regulations and an increase in profitability of debit cards supported by a larger portfolio, higher value of cashless transactions and cooperation with payment organisations.
· Net fee and commission income from issuance and management of a combined portfolio of credit cards of Santander Bank Polska S.A. and Santander Consumer Bank S.A. decreased by 10.8% YoY due to a reduced number of cards resulting from the modification of the product range and lower intensity of promotional and CRM activities at the beginning of the year. Also, a drop in the number of credit card transactions was recorded, including in the number of currency conversions, cash withdrawals with credit cards and transfers from credit cards.
· A 20.4% YoY drop in net fee and commission income from guarantees was down to higher costs incurred by the bank and its subsidiaries in relation to guarantee and securitisation activities taken to diversify the sources of funding.
Non-interest and non-fee income
The non-interest and non-fee income of Santander Bank Polska Group presented above totalled PLN 607.1m and decreased by 19.5% YoY due to the volatility of the financial instruments market, a one-off divestment transaction recognised in 2019 (PLN 59.1m on account of preliminary settlement of the sale of an organised part of the enterprise) and measures taken by the financial supervision authority to ensure security of the financial system by restricting profit distributions by the supervised entities.
· Pursuant to the KNF recommendation, the insurance companies from Aviva Group included in the portfolio of Santander Bank Polska S.A. retained their entire profit for 2019, which resulted in a decrease of 76.9% YoY in dividend income on a consolidated basis.
· Net trading income and revaluation for 2020 was PLN 150.5m, down 30.2% YoY due to:
ü A decrease of 26.0% YoY in gains on derivatives, interbank FX transactions and FX trading transactions, which totalled PLN 156.6m; this line item excludes net interest income from the CIRS and IRS transactions designated as hedging instruments under the cash flow hedge accounting (PLN 96.8m for 2020 vs PLN 180.9m for 2019), which is disclosed under “Interest income”;
ü Negative change of PLN 15.3m in the fair value of credit card receivables measured through profit or loss in 2020 vs an increase of PLN 30.2m in their fair value in the comparative period.
At the same time, trading in equity and debt securities measured at fair value through profit or loss brought in a total profit of PLN 9.3m vs a loss of PLN 26.1m last year.
· Gains on other financial instruments totalled PLN 257.7m and were up 38.9% YoY on account of a profit of PLN 228.7m from the sale of government bonds (PLN 124.7m in 2019) largely supported by market trends (low yields of bonds). The Group recorded a positive change in the fair value of shares of Visa Inc. amounting to PLN 33.2m vs PLN 56.9m in the corresponding period last year (excluding FX differences).
· Other operating income fell by 30.6% YoY to PLN 176.0m, mainly due to a drop of PLN 33.4m in gains on sale/ liquidation of property, plant and equipment and assets held for sale recognised in the current period and a one-off transaction recognised in the base period (a gain of PLN 59.1m on settlement of the sale of an organised part of the enterprise, i.e. Investment Services Centre).
Impairment allowances
In 2020, the charge made by Santander Bank Polska Group to the income statement on account of expected credit loss allowances was PLN 1,762.8m vs PLN 1,219.4m in 2019. This figure includes net allowances of Santander Consumer Bank Group, which totalled PLN 325.3m and decreased by 8.3% YoY.
Impairment allowances on loans and advances to the Group’s customers increased from PLN 1,229.0m in 2019 to PLN 1,760.7m in 2020, as the Group’s risk profile changed mainly due to the Covid-19 pandemic. Measures taken under these circumstances included:
ü revision of an additional expected credit loss allowance to PLN 121.4m (post-model adjustment accounting for the sustained uncertainty as to the impact of the pandemic);
ü change in the ratings of individual credit exposures, resulting in their reclassification or increase in expected losses on the corporate portfolio;
ü downgrade of selected personal customers using statutory aid to the non-performing portfolio (in accordance with the regulatory recommendation);
ü regular review and update of risk parameters;
ü sale of credit receivables from personal and business customers of Santander Bank Polska S.A. and Santander Consumer Bank S.A. worth PLN 1,664.7m at a profit of PLN 30.8m (last year, receivables of PLN 1,460.3m were sold at a profit of PLN 16.1m).
While in Q2 2020 the asset quality ratios deteriorated due to the shock caused by the pandemic, in H2 2020 they relatively stabilised, particularly in the business loans portfolio. The bank monitored risk on an ongoing basis, including risk of loans subject to expiring state aid programmes. The higher NPL coverage ratio is attributed to increased allowances in the corporate segment and additional factors related to the risk associated with the coronavirus crisis.
The NPL ratio was 5.8% as at 31 December 2020 (5.2% as at 31 December 2019), while the ratio of impairment allowances to average gross loans and advances measured at amortised cost was 1.21% (0.85% the year before).
Total costs
The Group’s cost to income ratio increased moderately to 51.9% from 47.2% a year before. Adjusting for the above-mentioned cost and income items, the underlying cost to income ratio was 42.4% vs 43% in 2019.
Staff expenses decreased by 6.7% YoY to PLN 1,744.1m. On a comparative basis, i.e. excluding employment restructuring provisions from both analysed periods, the underlying consolidated staff expenses declined by 10.1% YoY, reflecting lower fixed labour costs due to reduction in the average employment and bonus scheme adjustments under the new circumstances. This result was achieved along with the periodic salary review and payment of annual bonuses for 2019 connected with performance review. It was combined with lower costs of training delivered in remote channels.
General and administrative expenses of Santander Bank Polska Group went down by 2.4% to PLN 1,518.4m. Fees payable to the BFG, KNF and KDPW, which are the largest constituent item, increased by 40.1% YoY, mainly as a result of higher amounts paid to the BFG, including an annual contribution to the bank resolution fund for 2020 (+24.0% YoY to PLN 247.2m) and a quarterly contribution to the bank guarantee fund (+96.2% YoY to PLN 163.8m). If the above-mentioned contributions had not changed compared to the last year, the Group’s general and administrative expenses would have declined by 10.7% YoY, which shows the level of savings generated as a result of transformation and optimisation processes as well as adaptation to the circumstances caused by Covid-19.
In 2020, a significant drop was recorded under marketing and entertainment (-49.0% YoY), as the bank completed the last year’s brand awareness campaign and limited entertainment expenses during the pandemic. As a result of the restrictions connected with the coronavirus crisis and introduction of the remote work and customer service model, a decline was reported in the cost of business travel, consumables, printouts, cards and cheques (-25.2% YoY) and in the cost of third party services (-16.0% YoY), as the bank abandoned a number of relationship-building initiatives, in particular those involving physical presence of participants.
Due to ongoing optimisation of the branch network and limited scope of repairs, the cost of maintenance of premises went down (-8.0% YoY), as did the cost of short-term leases and leases of low-value assets (-36.2% YoY) and the cost of purchase and repair of equipment (-56.9% YoY). Owing to active management of car fleet (reduced number of cars and their replacement with more efficient ones) and optimised cash replenishments, the cost of cars, transport and CIT declined by 18.0% YoY. CRM development and a limited amount of mail sent to customers resulted in a decrease of 4.1% YoY in postal fees and telecommunications fees.
Meanwhile, the cost of IT usage went up by 7.2% YoY in connection with delivery of numerous IT projects within Santander Group and locally as well as support and maintenance of the infrastructure used for day-to-day operations (including by Branch Banking and the Multichannel Communication Centre) and reporting (Corporate Data Warehouse, Murex). Higher cost of legal services triggered an increase in consultancy and advisory fees (+13.7% YoY) and other taxes and charges (+11.8% YoY).
Tax on financial institutions totalled PLN 602.0m (+0.5% YoY), reflecting a stable customer loan book.
Income tax for 2020 was PLN 643.7m and effectively higher compared to the last year (the effective tax rate was up from 24.7% in 2019 to 34.2% in 2020), mainly on account of lower profit before tax recognised in the reporting period, lower dividend income, higher contributions to the BFG and higher provisions for claims related to foreign currency mortgage loans.
As at 31 December 2020, the total assets of Santander
Bank Polska Group were PLN 229,311.3m, up 9.5% YoY.
The value and structure of the Group’s financial position is determined by the
parent entity, which held 88.6% of the consolidated total assets vs 86.6% as at
the end of December 2019.
Structure of consolidated assets
In the above condensed statement of financial position as at 31 December 2020, net loans and advances to customers were the key item of the consolidated assets (61.9%). They totalled PLN 141,998.8m and decreased by 1.0% YoY on account of a slowdown in credit delivery. Sales of consumer loans decelerated in the analysed period (particularly in Q2 2020), which was coupled with a decline in the demand for business loans (notably overdrafts and investment loans). This was caused by an uncertain economic outlook due to the Covid-19 crisis and use of alternative financial solutions and state support schemes.
As part of management of the Group’s liquidity and balance sheet structure in 2020, assets in respect of repurchase transactions and assets held as collateral went down by 67.7% YoY, cash and balances with central banks declined by 31.2% YoY and loans and advances to banks decreased by 21.3% YoY. Meanwhile, the balance of investment financial assets grew by 61.6% YoY, notably debt securities held for investment and measured at fair value through other comprehensive income. These changes reflect extra liquidity resulting from reduction of the minimum reserve requirement by the NBP as well as inflow of funds to deposit accounts in connection with the anti-crisis shield. Free cash was invested in government bonds and bonds of the Polish Development Fund (PFR) and BGK financing the anti-crisis shield. During the year, the Group also reported a significant growth in assets held for trading and hedging derivatives (+51.7% YoY), largely impacted by IRS transactions.
Credit portfolio
As at 31 December
2020, consolidated gross loans and advances to customers were PLN 148,326.0m
and were stable YoY
(-0.2% YoY). The portfolio includes loans and advances to customers measured at
amortised cost totalling PLN 145,825.5m
(-0.5% YoY), loans and advances to customers measured at fair value through
other comprehensive income amounting to
PLN 1,608.3m (+74.1% YoY) and loans and advances to customers measured at fair
value through profit or loss at PLN 892.2m
(-25.4% YoY).
· Loans and advances to individuals went up by 0.6% YoY to PLN 81,387.9m. Housing loans, which were the main contributor to this figure, increased by 3.0% YoY to PLN 52,758.1m. The second largest constituent item, i.e. cash loans, decreased by 1.4% YoY to PLN 21,307.7m. Consumer loan sales strongly decelerated both at Santander Bank Polska S.A. and Santander Consumer Bank S.A., particularly during the economic shutdown.
·
Loans and advances to enterprises
and public sector entities declined by 2.3% YoY to PLN 57,121.1m due to a lower
demand for business loans, notably overdrafts. One of the contributing factors
was the state aid scheme under which some companies were granted subsidies to
finance their working capital needs. Other factors included uncertainty as to
the scope and scale of the pandemic impact on the economic outlook and changes
in the risk profile of customers from the sectors which were worst hit by the
coronavirus crisis. At the same time there was an increase under this line in
credit exposures of Santander
Leasing S.A. and Santander Consumer Multirent Sp. z o.o. related to financing
machines and vehicles.
· Finance lease portfolios of subsidiaries of Santander Bank Polska S.A. rose by 5.6% YoY to PLN 9,783.4m, supported by sales of machines and equipment and of vehicles.
The NPL ratio was 5.8% as at 31 December 2020 compared with 5.2% a year before. The provision coverage ratio for impaired loans was 57.9% compared with 53.8% as at 31 December 2019. The growth in the coverage ratio in H2 2020 was caused by higher expected credit loss allowances connected with the selected corporate loan portfolios and sale of the NPL portfolio.
Structure of consolidated equity and liabilities
1) |
Other liabilities include lease liabilities, current income tax, provisions for off-balance sheet liabilities bearing credit risk, other provisions and other liabilities. |
Deposits from
customers disclosed in the consolidated statement of financial position of
Santander Bank Polska Group as at
31 December 2020 totalled PLN 171,522.3m and increased by 9.6% YoY on account
of, among other things, customers’ funds from state programmes aimed to contain
the economic impact of the Covid-19 pandemic. Deposits from customers were the
largest constituent item of the Group’s total equity and liabilities (74.8%)
and were the main source of funding for the Group’s assets.
Compared to the end of 2019, a strong upward trend was observed in financial liabilities held for trading and hedging derivatives (+68.5% YoY), which was driven by interest rate derivatives amid the increased volatility of financial markets.
Subordinated liabilities and liabilities in respect of debt securities in issue went up by 5.6% YoY in connection with the issue of debt instruments by Santander Bank Polska S.A. and other members of the Group with a total nominal value of PLN 6,585.6m, repurchase of matured securities of PLN 5,185.6m and their redemption at PLN 1,052.9m. The interest rate on the variable-rate bonds issued by the Group companies in 2020 was based on WIBOR plus margin.
·
As part of the Euro Medium Term
Note Programme, Santander Bank Polska S.A. issued three-year fixed-rate bonds
of
PLN 100m, which were taken up by Banco Santander S.A.
·
In 2020, Santander Factoring Sp. z
o.o. issued three series of variable-rate bonds with a total nominal value of
PLN 1,735.0m, including series G bonds of PLN 620m (redeemed), series H bonds
of PLN 445m and series I bonds of
PLN 670m.
· Santander Leasing S.A. issued four series of variable-rate bonds with a total nominal value of PLN 2,155.0m and maturity of up to one year (including series D bonds of PLN 440m, series E bonds of PLN 550m, series F bonds of PLN 450m and series G bonds of PLN 715m). Due to developments in the bond market, in April 2020 Santander Leasing S.A. repurchased series D bonds of PLN 363.3m at a discount of 99.85% for the purpose of redemption.
·
As part of the securitisation
agreement signed in December 2018 and annexed in March 2020 to increase
financing by
EUR 100m, Santander Leasing Poland Securitization 01 DAC, a special
purpose vehicle, issued EUR 330m worth of bonds (the bonds of EUR 230m issued
in December 2018 were redeemed).
· Further to this, PLN 740m was disbursed in Q3 2020 under a securitisation transaction to finance business operations of Santander Consumer Multirent Sp. z o.o.
Compared to 31
December 2019, total equity increased by 6.2% to PLN 28,658.0m under the
resolution of the Annual General Meeting of Santander Bank Polska S.A. of 22
June 2020 to retain the entire profit of PLN 2,113.5m for 2019. Of this amount,
PLN 1,056.8m was earmarked for the reserve capital and the remainder was left
undistributed.
Deposits by entities
In 2020, consolidated deposits from customers went up by 9.6% YoY to PLN 171,522.3m at the end of December.
· The retail deposit base was up 7.1% YoY at PLN 98,213.4m, driven by an increase of 29.3% in current deposits. This included savings account balances which grew from PLN 29.1bn at the end of December 2019 to PLN 31.6bn at the end of December 2020. The rise in current account balances was partially attributed to transfer of funds from term deposits (-38.5% YoY), which became less attractive following sharp cuts in NBP interest rates reflected in the Group’s pricing policy. In H1 2020, another source was outflows from investment funds caused by the crash and increased volatility of financial markets. In Q3 2020, the trend reversed and a visibly higher volume of funds were transferred to investment funds, but it did not lead to an erosion of the deposit base.
· Deposits from enterprises and the public sector grew by 13.2% YoY to PLN 73,308.9m along with an increase in current account balances (+72.7% YoY), including, among other things, subsidies paid to current accounts of businesses as part of financial stimulus programmes introduced by the government. The rise in current account balances exceeded the concurrent outflow of term deposits (-68.6% YoY).
Deposits by tenors
The Group’s total term deposits from customers amounted to PLN 26,118.0m and declined by 52.0% YoY. Current account balances rose by 45.3% to PLN 141,381.4m, and other liabilities were PLN 4,022.9m, down 15.9%.
Loans and advances to financial institutions of PLN 3,013.7m (PLN 3,537.0m as at 31 December 2019) were the largest constituent item of other liabilities. These were disclosed under deposits from enterprises and included loans granted by international financial organisations (the European Investment Bank/ EIB, the European Bank for Reconstruction and Development/ EBRD and the Council of Europe Development Bank/ CEB) to finance the lending activity of the bank and its subsidiaries. A drop in the foregoing liabilities is attributed to the scheduled loan repayments and disbursement of EUR 50m worth of tranche under the agreement made by Santander Leasing S.A. and the EBRD in 2019.
In 2020, Santander Bank Polska Group continued to diversify its funding sources. The key measures are presented below.
Agreements with financial institutions concerning loans/ guarantees/ securitisation
Entity |
Date of the agreement |
Subject of the agreement |
Santander Bank |
10 January 2020 |
· Execution of a framework agreement with the European Bank for Reconstruction and Development providing for a guarantee up to 50% of the portfolio of credit exposures totalling EUR 150m. |
24 April 2020 |
· Conclusion of a credit agreement with the European Investment Bank providing for EUR 50m worth of loan to finance the activities of SMEs and mid caps. The loan is to be disbursed within 12 months after execution of the agreement (along with confirmation of interest rate conditions). |
|
Santander Factoring |
2 April 2020 |
· Execution of a credit agreement with a foreign bank for a loan of EUR 100m. The loan was disbursed in full on 7 April 2020. It bears a variable interest rate based on 3M LIBOR and matures on 31 March 2021. |
4 September 2020 |
· Conclusion of an agreement with the BGK on securing factoring limits with guarantees under the Liquidity Guarantee Fund. The BGK guarantees may be used to secure existing factoring limits and to sign new agreements and support businesses that need financing. |
|
Santander |
March 2020 |
· Execution of an annex to the securitisation agreement of December 2018 providing for a EUR 100m increase in financing. As a result, Santander Leasing Poland Securitization 01 DAC, a special purpose vehicle, issued bonds of EUR 330m, which were secured by a registered pledge on cash flows from the securitised assets. Further to this, the subordinated loan granted by Santander Leasing S.A. was increased to EUR 122.3m. The bonds bear an interest rate based on 1M EURIBOR and mature in March 2036. The revolving period for the EUR tranche expires in March 2022. |
18 June 2020 |
· Execution of an agreement with the European Investment Fund (EIF) for a synthetic securitisation of a portfolio of leasing receivables and loans worth PLN 2.0bn (approx. EUR 450m). The purpose of the transaction is to finance working capital needs and to support liquidity and investments of Polish SMEs and mid caps in view of the restrictions arising from the Covid-19 pandemic. As part of the synthetic securitisation, the EIF guarantees a mezzanine tranche of PLN 284m (approx. EUR 64m) and a senior tranche of PLN 1.7bn (approx. EUR 380m). The underlying portfolio is a granular portfolio of leasing and loan receivables originated by Santander Leasing S.A. Thanks to the capital released through the transaction, Santander Leasing S.A. will be able to extend new financing to eligible beneficiaries. |
Key issues
The information about debt securities issued by Santander Bank Polska Group in 2020 is presented in “Equity and liabilities” above.
Entity |
Date of the issue |
Subject of the issue |
Santander Bank Polska S.A. |
18 December 2020 |
· As part of the issue programme, the bank issued EUR 100m worth of bonds, which were taken up by Banco Santander S.A. The bonds bear a fixed interest rate and mature on 18 December 2023. |
Santander Factoring Sp. z o.o. |
30 January 2020 |
· Issue of series G bonds of PLN 620m, with a variable rate based on 1M WIBOR and a maturity date of 30 July 2020. |
30 July 2020 |
· Issue of series H bonds of PLN 445m, with a variable rate based on 1M WIBOR and a maturity date of 29 January 2021. |
|
19 November 2020 |
· Issue of series I bonds of PLN 670m, with a variable rate based on 1M WIBOR and a maturity date of 19 May 2021. |
|
Santander Leasing S.A. |
10 March 2020 |
· Issue of series D bonds of PLN 440m, with a variable rate based on 3M WIBOR and a maturity date of 10 March 2021 (partially redeemed). |
10 March 2020 |
· Issue of series E bonds of PLN 550m, with a variable rate based on 3M WIBOR and a maturity date of 4 December 2020. |
|
22 September 2020 |
· Issue of series F bonds of PLN 450m, with a variable rate based on 3M WIBOR and a maturity date of 22 June 2021. |
|
8 December 2020 |
· Issue of series G bonds of PLN 715m, with a variable rate based on 3M WIBOR and a maturity date of 8 December 2021. |
Profit of Santander Bank Polska S.A.
In 2020, profit before tax of Santander Bank Polska S.A. decreased by 55.1% YoY to PLN 1,227.7m, whereas the net profit for the period fell by 65.1% YoY to PLN 738.4m.
On a comparative basis, the underlying profit before tax decreased by 22.5% YoY and the net profit for the period was down 22.8% YoY. This assumes the fixed level of contributions to the BFG in both periods (i.e. eliminating an increase of PLN 128.9m in the amounts payable to the BFG in 2020) and exclusion of the following items:
· from the current period: an additional expected credit loss allowance of PLN 80.3m raised in 2020 in connection with the Covid-19 pandemic (post-model adjustment);
· from the comparative period: a one-off gain of PLN 59.1m on sale of the Investment Services Centre;
· from both periods under review:
ü dividend income (PLN 108.7m in 2020 and PLN 608.8m in 2019);
ü a charge to net interest income in respect of reimbursement of fees on early repaid consumer loans (PLN 101.5m in 2020 and PLN 45.7m in 2019);
ü provisions for legal risk connected with the portfolio of foreign currency mortgage loans and consumer loans (PLN 105.3m in 2020 and PLN 158.0m in 2019);
ü provisions for legal claims connected mainly with the portfolio of foreign currency mortgage loans (PLN 248.5m in 2020 and PLN 36.4m in 2019);
ü provisions for employment restructuring at Santander Bank Polska S.A. (PLN 121.0m and PLN 92.4m);
The above items have been excluded due to non-recurrence of the events they refer to or lack of symmetry in the circumstances in which they occurred.
The decline in profitability on a comparative basis was mainly attributed to lower net interest income impacted by decreasing interest rates, and higher net impairment allowances resulting from deterioration of the domestic economy and standing of customers due to the Covid-19 pandemic. At the same time, net fee and commission income went up and the total cost base was stable.
Total income of Santander Bank Polska S.A. for 2020 decreased by 12.5% to PLN 6,746.0m. Excluding dividend income, one-off gain from divestment and an additional charge to interest income in respect of costs related to reimbursement of fees on early repaid consumer loans, the underlying total income was down 4.9% YoY.
Net interest income
In 2020, the bank’s net interest income totalled PLN 4,368.3m and decreased by 9.3% YoY, reflecting:
· trends in the interest rate market following sharp NBP rate cuts;
· stable value of the loan book as a result of a lower demand for credit from business and personal customers;
· changes in the balance sheet structure, including significant investments of free cash in low-yield debt securities;
· negative adjustment of PLN 101.5m accounting for partial reimbursements of fees on early repaid consumer loans.
In 2020, the bank’s interest income went down by 19.9% YoY, while interest expense decreased by 55.5% YoY.
The cumulated net interest margin (calculated on a year-to-date basis) went down from 2.91% in 2019 to 2.47% in 2020, impacted by a downward trend in interest rates, deceleration of lending, stabilisation of the loan book and measures taken by the bank as part of management of liquidity and balance sheet structure, including funds from state aid schemes.
Net fee and commission income
Net fee and commission income went up by 4.0% YoY to PLN 1,765.5m. Changes in different categories of net fee and commission income reflect the prevailing market trends, notably an increased customers’ activity in the stock market, growing popularity of investment solutions observed in the second half of the year due to limited attractiveness of the deposit offer, regulations governing fee settlements in respect of services rendered by distributors of investment funds in the domestic market, deceleration of lending to businesses and individuals, increased use of guarantee limits, lower sales of insurance related to loans and a lower number of transactions made by customers given the subdued economic activity.
Against this background, the most pronounced increase was reported in net fee and commission income from brokerage services (+144.6% YoY), distribution fees (+33.3% YoY) and guarantees (+16.8% YoY). On the other hand, a visible decline was recorded under income from credit fees (-7.6% YoY), credit cards (-9.7% YoY) and account maintenance and cash transactions (-4.0% YoY).
The above changes to the bank’s fee and commission income are in line with the trends observed at the consolidated level, which are described in detail in the part concerning Santander Bank Polska Group.
Structure of non-interest and non-fee income of Santander Bank Polska S.A.
The bank’s other income (non-interest and non-fee income) presented in the figure above declined by 48.7% YoY to PLN 612.2m as a result of changes to the following components:
· Dividend income decreased by 82.1% to PLN 108.7m, mainly as a result of retention of the entire profit for 2019 by Santander Consumer Bank S.A. and insurance companies from the portfolio of associates and non-controlled entities in line with the regulatory recommendation on profit distribution by financial sector entities. In the comparative period, income generated from this source was PLN 335.1m and PLN 134.9m, respectively.
· Net trading income and revaluation went down by 24.5% YoY to PLN 154.6m, reflecting a lower total gain on derivatives, interbank FX transactions and other FX trading transactions (-19.2% YoY), higher total gain on trading in equity and debt instruments (+PLN 35.4m) and a negative change of PLN 17.1m in the fair value of credit card receivables vs a positive change of PLN 29.8m in 2019.
· Other operating income fell by 45.4% YoY to PLN 106.0m due to a high base effect caused by recognition of PLN 59.1m worth of gain from the sale of an organised part of the enterprise (Investment Services Centre) and higher property sales in the previous year.
The above decreases were partially offset by a gain on other financial instruments, which increased by 31.6% to PLN 242.9m, driven by a higher gain from the sale of government bonds (+72.9% YoY), but combined with a lower positive adjustment of market valuation of shares in Visa Inc. (PLN 32.3m vs PLN 55.0m in 2019).
Impairment allowances
Net impairment allowances on loans and advances went up by 56.8% YoY to PLN 1,361.6m, as a result of an increase in credit risk in connection with the economic and pandemic situation. The above balance includes a revised allowance of PLN 80.3m for risk related to Covid-9, which was not reflected in the credit risk models used by the bank, particularly in the corporate customers segment. Increases in expected credit loss allowances and reclassification of exposures concerned both the selected portfolios of personal customers and of corporate customers.
Staff and general expenses of Santander Bank Polska S.A.
Total operating expenses rose by 1.3% YoY to PLN 3,596.0m on account of higher provisions for legal claims connected with foreign currency mortgage loans. The direction and causes of changes to individual components were the same as the ones presented in the section on consolidated costs.
Assuming the fixed level of fees payable to the Bank Guarantee Fund in both analysed periods and excluding the restructuring provision, the underlying total operating expenses were down 8.3% YoY, reflecting a decrease in depreciation/ amortisation and total remuneration, as well as savings in the selected cost items achieved as a result of optimisation and transformation processes.
In 2020, the cost to income ratio was 53.3% (46.1% in 2019), and 44.4% on a comparative basis (46.1% in 2019).
Staff expenses decreased by 7.7% YoY to PLN 1,394.2m. On a comparative basis (i.e. excluding restructuring provisions for collective redundancies which totalled PLN 121.0m in 2020 and PLN 92.4m in 2019), they were down 10.2% YoY, as a result of reduction in salaries caused by changes to bonus schemes during the Covid-19 pandemic and lower average employment YoY.
General and administrative expenses stabilised at PLN 1,255.8m. On a comparative basis (i.e. assuming a fixed level of contributions to the BFG in both analysed periods), they were down 10.0% YoY. It was a combined effect of systemic measures aimed at curtailing costs (optimisation of branch network, management of car fleet) and external factors resulting in both cost increase (higher consultancy and advisory fees and cost of IT usage) and cost savings (limitation of advertising activities, business travel and cost of external services due to the change of work and customer service model).
As at 31 December 2020, the total assets of Santander Bank Polska S.A. were PLN 203,140.5m, an increase of 11.9% YoY.
Net loans and advances to customers were the key asset item. They totalled PLN 119,077.3m and were stable (+ 0.6% YoY) due to deceleration of credit delivery and a faster increase in expected credit loss allowances.
Deposits from customers were the largest constituent item of liabilities and the main driver of growth in total assets. They increased by 11.3% YoY to PLN 161,133.5m as a result of accumulation of aid funds in business accounts.
The most pronounced changes in the balance sheet structure were caused by a significant increase in customer deposits, which, given the limited demand for credit, resulted in growth of the portfolio of government and Polish Development Fund (PFR) securities.
Changes in assets, equity and liabilities presented in the statement of financial position of Santander Bank Polska S.A. as at 31 December 2020 reflect changes in the consolidated statement described in the section on the financial position of Santander Bank Polska Group.
Gross loans and advances to customers amounted to PLN 123,235.6m and increased by 1.3% YoY, supported by growth of 3.4% YoY and 1.6% YoY in the portfolio of mortgage loans and cash loans to PLN 49,810.8m and PLN 14,466.3m, respectively. Loans and advances to enterprises and public sector entities were stable at PLN 55,899.4m. In 2020, the NPL ratio of the portfolio measured at amortised cost was 5.2% (4.7% as at 31 December 2019).
Deposits from customers totalled PLN 161,133.5m and increased by 11.3% YoY, driven by dynamic growth in current account balances of retail, business and public sector customers.
Total deposits from retail customers grew by 9.0% YoY to PLN 92,374.5m, including savings account balances of PLN 31,641.3m (+8.9% YoY), other current account balances of PLN 47,908.6m (+47.6% YoY) and term deposits of PLN 12,760.0m (+44.9% YoY).
Deposits from enterprises and the public sector went up by 14.6% YoY to PLN 68,759.0m, driven by growth of 73.6% YoY in current account balances to PLN 62,362.6m, which more than offset a decline of 80.3% YoY in term deposits to PLN 4,199.3m and a decrease of 19.1% YoY in other liabilities to PLN 2,197.2m.
Transactions between Santander Bank Polska S.A. and its related entities are banking operations carried out on an arm’s length basis as part of their ordinary business and mainly represent loans, bank accounts, deposits, guarantees and leases.
As at 31 December 2020, the bank’s total exposure in respect of loans granted to banking and non-banking subsidiaries (including Santander Factoring Sp. z o.o., Santander Leasing S.A. and Santander Consumer Multirent Sp. z o.o., Santander Consumer Bank S.A.) amounted to PLN 9,359.1m compared with PLN 7,961.0m as at 31 December 2019.
The deposits held with the bank by its subsidiaries (including Santander Finanse Sp. z o.o., Santander Factoring Sp. z o.o., Santander TFI S.A., Santander Leasing Poland Securatization 01, Santander Consumer Multirent Sp. z o.o., Santander Consumer Bank S.A., Santander F24 S.A.) totalled PLN 650.1m vs PLN 353.5m as at 31 December 2019.
Contingent financial liabilities were PLN 7,388.9m compared with PLN 6,533.8m as at 31 December 2019. Guarantees to subsidiaries (including Santander Factoring Sp. z o.o., Santander Leasing S.A., Santander Consumer Bank S.A.) amounted to PLN 5,821.3m vs PLN 3,988.4m as at 31 December 2019.
The above transactions are excluded from the consolidated financial statements.
The bank’s receivables from the parent entity (Banco Santander S.A.) were PLN 766.2m (PLN 740.3m as at 31 December 2019), while obligations were PLN 490.8m compared (PLN 381.2m as at 31 December 2019).
A more detailed disclosure on related party transactions is available in Note 52 to the Consolidated Financial Statements of Santander Bank Polska Group for 2020 and in Note 50 to the Financial Statements of Santander Bank Polska S.A. for 2020.
The tables below present contingent liabilities and nominal amounts of derivative transactions of Santander Bank Polska Group.
Santander Bank Polska S.A. guarantees obligations arising from customers’ operating activities. These are: payment guarantees, performance bonds, warranty bonds, bid bonds, loan repayment guarantees and customs guarantees. In justified cases, the bank issues counter-guarantees and standby letters of credit.
All guarantees are granted in accordance with the Polish Banking Law and the Polish Civil Code. Guarantees issued by the bank to secure cross-border transactions may be subject to applicable rules as agreed by the parties (e.g. Uniform Rules for Demand Guarantees) or to foreign law if a guarantee is governed by such law.
The process and information required in the case of guarantees are similar to the lending process. The bank adopts the same approach to credit risk here as in the case of balance sheet exposures.
As at 31 December 2020, the value of borrowers’ accounts, assets or leased assets pledged as collateral to Santander Bank Polska Group amounted to PLN 120,167.5m (PLN 119,253.7m as at 31 December 2019), including PLN 95,529.8m in relation to Santander Bank Polska S.A. (PLN 94,095.3m as at 31 December 2019).
The following external developments may have a significant impact on the financial performance and activity of Santander Bank Polska Group in the next year:
· Further development of the Covid-19 pandemic. In the case of return of infections, further restrictions may be imposed on the economy. Huge challenges related to mass-vaccinations, especially in the light of the skepticism of a large part of the society. The base case assumes vaccination progress fast enough to avoid another wave of the pandemic and new restrictions on economic and social activity in autumn.
· Further possible monetary policy changes by the ECB, FED and other key central banks in order to cushion the global economy recession. The most likely scenario is that of NBP keeping rates on hold; however, if any other negative factors occur, further easing of the monetary policy in Poland cannot be ruled out.
· Fluctuations in credit risk prices in financial markets.
· Bond yields changes as a function of monetary and fiscal policy expectations and changes in banking sector liquidity.
· Changes in the demand for loans in the context of changes in liquidity and expectations about the future.
· Changes in the financial conditions of households as a result of labour market trends.
· Changes in customers’ decisions regarding allocation of savings influenced by expected yields from different asset classes as well as changes in savings and spending attitudes amid growing or abating fears related to the pandemic.
· Evolution of global equity markets and their impact on the demand for investment funds and equities.
XII. Risk and Capital Management
Key Risk Management Principles
Both the bank and other members of Santander Bank Polska Group are exposed to various risks within their day-to-day activities which adversely affect the delivery of strategic priorities of the organisation. The most significant risks are identified each year as part of a specialised process. The main types of risks include: credit risk (including concentration risk), market risk (in the banking book and in the trading book), liquidity risk, operational risk, compliance risk and reputational risk.
Risk management allows Santander Bank Polska S.A. and its Group to conduct effective and safe operations that enable development and achievement of high profitability within approved risk parameters. The bank follows a range of external standards and requirements in this respect which are binding on financial institutions. It also relies on best practice and standards developed by Banco Santander Group.
The bank and Santander Bank Polska Group have defined their risk profile which corresponds to the general risk appetite expressed as quantitative limits and captured in the Risk Appetite Statement adopted by the Management Board and approved by the Supervisory Board. Limits are set using stress tests and scenario analyses. They ensure stability of the bank’s and the Group’s position even if adverse circumstances materialise. Global limits are used to set watch limits and define risk management policies.
The integrated risk management structure includes relevant committees which have been set up to decide on identification of individual risks and internal risk management standards and policies, and to monitor the risk level.
The bank has also established a relevant organisational structure to mitigate risk at three independent and complementary levels (lines of defence), i.e.:
· organisational units which generate risk and are required to comply with the rules ensuring high quality and correctness of their performance;
· units responsible for identification, measurement, monitoring and mitigation of risks in a way that ensures independence of risk control functions from risk-taking units;
· the internal audit function whose tasks involve assessment of the management system of the bank and its subsidiaries, including the effectiveness of managing the risk related to the bank’s business and the business of its subsidiaries.
The bank’s Supervisory Board, supported by the Audit and Compliance Committee of the Supervisory Board and the Risk Committee, is responsible for ongoing supervision of the risk management system in Santander Bank Polska S.A. The Supervisory Board approves the strategy, key risk management policies and risk appetite, and monitors the use of internal limits from the perspective of current business strategy and the macroeconomic environment. It conducts the reviews of the key risk areas, the identification of threats and the process of defining and monitoring remedial actions. The Supervisory Board also assesses the effectiveness of risk management measures taken by the Management Board.
The bank’s Management Board is responsible for implementing an effective risk management system that is compliant with the regulatory requirements and internal regulations. Specifically, the bank’s role in this regard is to set up an organisational structure tailored to the size and profile of the risks taken, to segregate responsibilities in order that risk measurement and control functions remain independent of operational functions, to introduce and update the risk management strategy and ensure an adequate information policy.
The Management Board fulfils its risk management role through its committees:
· The Risk Management Committee, which approves the key decisions taken by the main lower-level risk committees (mainly credit decisions), annual limits for securities trading and ALM transactions and an annual plan of risk assessment models.
· The Risk Control Committee, which monitors the risk level across different areas of the bank’s operations and reviews the key issues that affect the bank’s risk exposure, issuing relevant recommendations to the Management Board. The Committee also supervises the activities of lower-level risk management committees set up by the bank’s Management Board.
The Risk Control Committee supervises the following committees responsible for risk management in the Group:
· The Risk Management Forum composed of panels dedicated to credit risk, market risk, equity investments and underwriting, and models and methodology
· Credit Committee
· Provisions Committee
· Restructuring Committee
· Operational Risk Management Committee/ ORMCO
· CyberTechRisk Forum
· Information Management Committee
· Assets and Liabilities Committee/ ALCO
· Liquidity Forum
· Capital Committee
· Disclosure Committee
· Local Marketing and Monitoring Committee
· General Compliance Committee
· Regulatory and Reputational Risk Committee
· Anti-Money Laundering and Counter-Terrorism Financing Committee
· Suppliers Panel.
These committees, acting within the respective remits defined by the Management Board, are directly responsible for developing risk management methods and monitoring risk levels in specific areas. Through these committees, the bank also supervises the risk attached to the operations of its subsidiaries.
The subsidiaries implement risk management policies and procedures that reflect the approach adopted by Santander Bank Polska S.A., which ensures the consistency of risk management processes across the Group.
Acting under the applicable law, the bank exercises oversight of risk management in Santander Consumer Bank S.A. (SCB S.A.) in line with the same oversight rules as applied to other Santander Bank Polska Group companies. Representatives of Santander Bank Polska S.A. on the Supervisory Board of SCB S.A. are two Vice Presidents of the bank's Management Board in charge of the Risk Management Division and the Retail Banking Division, respectively. Together with SCB S.A. Supervisory Board, they are responsible for supervision over SCB S.A. and make sure that the company operates in line with the adopted plans and operational security procedures. The bank monitors the profile and level of SCB S.A. risk via risk management committees of Santander Bank Polska S.A.
In 2020, the Group focused on tackling the threats posed by Covid-19.
In the state of epidemic emergency, the key operational risk to the Group was associated with unavailability of human resources (Group and third party service providers) and buildings (both branch and Business Support Centre buildings). Should the above generic risks materialise, the continuity of the Group’s critical processes could be disrupted, which might cause an increase in other bank risks, including credit risk, liquidity risk, market risk, reputational risk and regulatory risk.
The crisis management bodies set up by the Group (dedicated committees activated in contingency situations) developed the Pandemic Response Plan containing preventive and reactive measures for the pandemic scenario. As part of the pandemic scenario, the Group’s organisational units were verifying their continuity plans, including the effectiveness of the adopted recovery strategies in the event of unavailability of key employees. Priorities were defined for critical business processes.
The Group undertook measures to ensure safety for its customers, providing branches with appropriate equipment (face masks for employees, counter screens, safety notices, etc.) and expanding the functionality of its electronic banking solutions to reduce customer visits to branches. The pandemic accelerated the progressing digitalisation of banking processes.
Moreover, preventive measures were arranged, including campaigns addressed to customers and employees (e.g. educational campaigns in social media) to increase their awareness of cyber risks and build cybersecurity culture.
A special focused was placed on how the Covid-19 pandemic and the economic lockdown affected the risk indicators of credit portfolios. Numerous internal regulations were adapted as a matter of urgency, management reports and early warning systems were expanded, and early restructuring measures were strengthened to cushion the effects of the economic slowdown. At the same time, the bank adjusted its risk assessment systems and policies to the changing economic environment to maintain a stable risk profile.
· As part of the analyses, current reports with detailed management information were expanded, stress tests were conducted to verify the potential liquidity gap following the lockdown, the early warning system was extended to include variables related to the Covid-19 pandemic and intensive measures were taken to obtain information about customers’ financial standing. Furthermore, guidelines on rating models were prepared for employees conducting customer risk assessment on how to take account of the impact of the pandemic.
· The early warning system was expanded to include a Covid-19 flag in order to identify customers who might be most affected by the pandemic based on the analysis of behavioural and external data. In addition, in the case of large businesses, the model output is used to identify the population that should be subject to close monitoring and verification as part of individual risk assessment.
· The lending policy was amended to reflect the uncertainty as to the appropriate and full assessment of the risk profile during the pandemic given its impact and public aid received (if any).
The analyses point to a deterioration of the financial position of business customers from the sectors most hit by the economic lockdown. The Group promptly joined the government support programmes for customers in financial distress due to the Covid-19 pandemic (aid granted by the Polish Development Fund (PFR), guarantees issued by BGK). At the same time, the Group contributed to and adopted a special non-legislative moratorium developed by the banking sector under the auspices of the Polish Bank Association, which laid down uniform rules for offering tools to aid those customers. The moratorium was effective until 30 September 2020. After that date, the Group provided business customers with dedicated restructuring solutions tailored to the financed industries, and prepared after-sales solutions for personal customers.
Owing to the uncertainty as to further developments related to the Covid-19 pandemic, particularly the economic slowdown, its duration and the impact of the financial stimulus packages, an additional expected credit loss allowance of PLN 121.4m was raised in the form of a post-model adjustment. For more information about the above adjustment, see Note 2.6 “Use of estimates” to the Consolidated Financial Statements of Santander Bank Polska Group for the 12-month period ended 31 December 2020.
In view of the uncertainty about the future Covid-19 situation, the bank implemented additional controls in the liquidity area, such as daily monitoring of drawdowns of off-balance sheet facilities granted to customers, and enhanced daily monitoring of liquidity measures. No additional threats connected with the Covid-19 outbreak were identified in the liquidity area in the course of the inspections. The bank's liquidity position significantly improved in 2020, including as a result of an increase in deposit balances of customers benefitting from the government support packages, and a decrease in the minimum reserve requirement. Another factor which strengthened the liquidity position was the decision not to pay out dividend for 2019. As at 31 December 2020, the consolidated LCR was 207% vs 171% as at 31 December 2019. In this context, the bank’s measures connected with assets and liabilities management were focused on effective reinvestment of deposits in view of limited growth of the loan book. At the same time, the bank reduced deposit interest rates in response to official interest rate cuts, thus limiting the impact of the latter on its net interest income.
During the pandemic, the importance of cyber security has increased significantly due to mass telecommuting (covering almost all processes) and the dynamically growing use of remote channels by customers in sales and after-sales processes. The Group kept track of risks, taking mitigating measures on an ongoing basis in relation to both customers and employees. Security warnings were
being released in response to cybercriminals’ attempts to exploit the outbreak. The areas exposed to the risk of fraud were covered with increased surveillance.
Notwithstanding the pandemic, one of the Group’s main risk management priorities is to undertake initiatives to enable secure operations of the organisation (in accordance with the banking supervision requirements), while supporting business growth and profit generation for the shareholders. The Group continues to develop innovative risk management solutions, including advanced risk assessment models and tools that help automate banking processes and reduce human errors. Another rapidly developing area is data management, analysis and use in tools and reports to support prompt, accurate and secure decision-making leading to sustainable growth of business volumes.
The Covid-19 outbreak has significantly affected the economic outlook. 2021 is expected to see further slowdown in the economic activity of businesses from many sectors, alongside an increase in unemployment and SME bankruptcies. The evolution of credit risk will be additionally impacted by an increase in liabilities once business customers start to repay the subsidies received in 2020. Due to the worsening financial standing of borrowers, the quality of credit portfolios is expected to decline, leading to an increase in the cost of credit. At the same time, the information provided by the government concerning the availability of Covid-19 vaccines in Q1 2021 causes uncertainty as to the pandemic situation, with a reduced possibility to estimate the economic consequences and ways of dealing with the recession. The uncertainty may also reduce the risk appetite of investors, which will affect the volatility and liquidity of equity and investment funds markets.
Notwithstanding the Covid-19 pandemic, cyber risk remains one of the key risks to the banking and financial sector. This relates both to human behaviour and technological aspects. The key threats include the loss or theft of sensitive data, disruption of key services, attacks against customer assets and fraudulent transactions in the wake of the dynamic growth of modern IT technologies, digital transformation and globalisation. Cyber attacks have become more sophisticated and specialised. Particularly popular are attacks based on new technologies offered by cybercriminals under a service model. Those threats are addressed in the Cybersecurity Strategy of Santander Bank Polska Group for 2019–2020 and the specific mitigants are defined in the Cybersecurity Plan.
What remains a material risk factor is the scope and pace of changes in the regulatory environment, requiring the involvement of appropriate resources, starting from the stage of monitoring regulatory initiatives to analysis and design of changes, to their implementation.
In 2021, the bank will adjust its policies and procedures to regulatory changes arising from the EBA guidelines on loan origination and monitoring, and adapt its credit processes to the amended Recommendation S issued by the KNF.
In
connection with the entry into force of Regulation (EU) 2016/1011 of the
European Parliament and of the Council of 8 June 2016 on indices used as
benchmarks in financial instruments and financial contracts (BMR) and a
decision to terminate calculation of LIBOR indices by ICE Benchmark
Administration Limited (IBA) at the end of 2021, Santander Bank Polska S.A.
launched the IBOR Programme aimed at preparing the bank for changes arising
from the above-mentioned interest rate benchmark reform. The IBOR Programme
focuses on changes necessary to implement and support products based on
interest rate indices compliant with the BMR (in particular indices replacing
the LIBOR). It also takes account of changes to transactions with the maturity
date after
31 December 2021, i.e. after the date of termination of the LIBOR calculation.
By the end of 2020, the bank analysed pending transactions in terms of the
existing contractual provisions on the use of alternative indices, joined the
revised version of the ISDA protocol and changed the settlement of margins in
EUR and USD at clearing houses by switching to new indices. The next steps
include development of IT systems, processes, new contract templates for
individual products, risk assessment methods and valuation models.
Credit risk is defined as the possibility of suffering a loss as a result of a borrowers’ failure to meet its credit obligation, including interest and fees. It results in the impairment of credit assets and contingent liabilities as a consequence of the borrower’s worsening credit quality. Credit risk measurement is based on the estimation of credit risk weighted assets, with the relevant risk weights representing both the probability of default and the potential loss given default of the borrower.
Credit risk in the bank and the Group arises mainly from lending activities on the retail, corporate and interbank markets. This risk is managed as part of the policy approved by the Management Board on the basis of the adopted credit procedures and discretionary limits. The internal system of credit grading and monitoring used by the bank and the Group enables early identification of potential defaults that might impair the loan book. Additionally the bank and the Group use a large set of credit risk mitigation tools, both collateral (financial and non-financial) and specific credit provisions and clauses (covenants).
Credit risk management in the bank and the Group involves measures taken as a result of the ongoing analysis of the macroeconomic environment and internal reviews of particular credit portfolios. These advanced credit risk assessment tools allow quick remedial actions to be effected in response to the first signs of any change in the portfolio’s quality or structure.
The credit policy adopted by the bank and the Group is a set of principles and guidelines included in credit policies and procedures which are reviewed on a regular basis. Internal limits are crucial components of the credit policy because they facilitate the monitoring of exposure concentration within individual sectors, geographical regions and foreign currencies. Pursuant to the policy in place, the bank and Santander Bank Polska Group ensure adequate diversification of the credit portfolio in terms of exposure towards individual customers and sectors.
In 2020, the bank and the Group continued to pursue the existing credit risk management policy, keeping credit risk at a safe level while ensuring high profitability of loan portfolios, growth of business volumes and an increase in market share. Credit policies were optimised in response to macroeconomic developments.
The lending activity of subsidiaries is modelled on the bank’s credit policies. In the decision making process, the bank and Santander Bank Polska Group follow a consistent approach to credit risk and use the same IT platform to assign rating/ scoring (this does not apply to SCB S.A.). Subsidiaries have credit risk management procedures in place which are consistent with the regulations applied by the bank.
Key elements of the credit risk management process in the bank and in Santander Bank Polska Group |
|
Credit decision making process |
· The credit decision making process is based upon individual credit discretions vested in credit officers, commensurate with their knowledge and experience relating to particular activities and specific needs of respective segments (branch banking, SME banking, business banking and corporate banking). · Large credit exposures in excess of PLN 25m are referred to the Credit Committee composed of senior managers. Transactions above PLN 195m are additionally signed off by the Management Board’s Risk Management Committee. |
Credit grading |
· The credit risk assessment tools conform to KNF guidelines, International Accounting Standards/ International Financial Reporting Standards (IAS/IFRS) and best market practice. · The Group uses credit risk grading models for its key credit portfolios, including corporate customers, SMEs, home loans, property loans, cash loans, credit cards and personal overdrafts. · Credit grading is subject to regular monitoring which is carried out in accordance with the rules described in the lending manuals. Additionally, for selected models, credit grade is automatically verified based on the number of days past due or an analysis of behavioural factors. |
Credit reviews
|
· The Group performs regular reviews to determine the actual quality of the credit portfolio, confirm that appropriate credit grading and provisioning processes are in place and verify compliance with the procedures and credit decisions. · The reviews are conducted by units that are independent of credit risk-taking units. |
Collateral |
· The Collateral and Credit Agreements Department is a central unit responsible for ensuring that any security items at Santander Bank Polska Group are duly established and held effective in line with the lending policy for respective business segments, and that they are properly monitored and released. The Department also provides assistance to credit units in credit decision making and development of credit policies, collects data on security covers and ensures appropriate management information. |
Credit risk stress testing |
· Stress tests are used to evaluate potential effects of specific events, movements in financial and macroeconomic ratios or changes in the risk profile on the condition of the Group. As part of these tests, potential changes in credit portfolio quality under adverse conditions are assessed. The process also provides management information about the adequacy of the agreed limits and internal capital allocation. |
Calculation of impairment |
· Impairment allowances for expected credit losses are made in accordance with IFRS 9, i.e. an expected credit loss (ECL) model. · ECL allowances are determined considering macroeconomic scenarios of different probability, the time value of money and reasonable and supportable information that is available at the reporting date and concerns past events as well as current and projected economic conditions. · The recognition of expected credit losses depends on changes in risk after the recognition of the exposure: ECL allowances are measured as 12-month ECL if there has been no significant increase in credit risk since initial recognition. Otherwise, they are measured as lifetime ECL. · The standard introduces three main stages for recognising expected credit losses and POCI. · Twice a year, the Group recalibrates its models and updates forecasts used for estimating ECL, taking into account the impact of changes in economic conditions and modifications of the Group’s credit policies and recovery strategies. |
Key elements of the credit risk management process in the bank and in Santander Bank Polska Group |
|
Forbearance |
· As part of proactive management of credit risk and credit portfolio quality, Santander Bank Polska Group takes measures aimed at early implementation of debt restructuring (forbearance solutions) with respect to customers in financial difficulty. The purpose of debt restructuring is to better match repayment terms with the current and projected financial circumstances of the customer, minimise default risk and/or maximise recovery. |
Diversification of the credit portfolio of Santander Bank Polska Group as at 31 December 2020
Santander Bank Polska Group loans and advances by stages
Santander Bank Polska S.A. loans and advances by stages
Market risk is defined as an adverse earnings impact of changes in interest rates, FX rates, share quotations, stock exchange indices, etc. It arises both in trading and banking activity (FX products, interest rate products, equity linked trackers).
Market risk within the bank’s and the Group’s operations is associated mainly with customer service operations, transactions effected to maintain liquidity on the money market and the capital market as well as proprietary trading in debt, FX and equity instruments.
The key objective of the market risk policy adopted by the bank and Santander Bank Polska Group is to reduce the impact of interest and FX rates movements on the Group’s profitability and market value as well as to increase income within strictly defined risk limits and to ensure the Group’s liquidity.
The Risk Management Forum approves market risk management strategies and policies as well as limits that define the maximum acceptable exposure to individual risk types, in accordance with the Risk Appetite Statement.
The Management Board takes its strategic decisions on the basis of recommendations put forward by the Risk Management Forum, to which direct supervision of market risk management has been delegated.
ALCO – supported by the Financial Management Division – is responsible for managing market risk in the banking book, while the market risk in the trading book is managed by the Corporate and Investment Banking Division, which includes Santander Brokerage Poland.
Interest rate and FX risks associated with the banking book are managed by the Financial Management Division, which is also responsible for managing open positions in interest rate and FX risks of companies from Santander Bank Polska Group.
The Corporate and Investment Banking Division is responsible for managing the market risk of the trading book, while Santander Brokerage Poland is responsible for the risk attached to equity instruments.
The responsibility for measurement, monitoring and reporting of market risk and compliance with risk limits is vested in the Risk Management Division, which is responsible for regular reviews of market risk exposure and reporting results to the Risk Management Forum. This role is performed by the Financial Risk Department within the Risk Management Division, which is responsible for
ongoing risk measurement, implementation of control procedures and risk monitoring and reporting. The Department is also responsible for formulating the market risk policy, proposing risk measurement methodologies and ensuring consistency of the risk management process across the Group.
With the division of roles, management of risk in the banking book is fully separate from the management of risk in the trading book, and the risk measurement and reporting functions are separate from the risk managing and taking units.
The market risk management policies adopted by the bank and the Group set out a number of measures in the form of obligatory and watch limits and ratios. The limits are reviewed and the risk appetite is updated on an annual basis. The process is coordinated by the Financial Risk Department in the Risk Management Division.
To control the banking book risk, the following maximum sensitivity limits have been set for the risk of interest rate changes:
· NII sensitivity limit (i.e. the sensitivity of net interest income to a parallel shift of the yield curve by 100 bp);
· MVE sensitivity limit (the sensitivity of the market value of equity to a parallel shift of the yield curve by 100 bp).
Sensitivity of the banking book to interest rate movements as at 31 December 2020 and 31 December 2019
In 2020, the interest rate risk limits, mainly the MVE sensitivity limit, were utilised to a larger extent due to the dynamic growth in the balance and stable part of the non-interest bearing and non-maturity deposit portfolio driven by interest rate cuts and inflow of funds as part of state aid schemes connected with the Covid-19 pandemic. The above factors caused the operational MVE limit to be incidentally exceeded in Q2 2020. This issue was escalated in accordance with the Structural Risk Management Policy and subsequently closed through increased investments made by the Bank in fixed-rate assets.
The bank and Santander Bank Polska Group use the following measures and limits to mitigate and control exposure to market risk in the trading book:
· daily VaR limit and Stressed VaR limit for interest rate risk, FX risk and the repricing risk of equity instruments held by Santander Brokerage Poland;
· PV01 limit set for individual currencies and transaction repricing dates;
· stop-loss mechanism used to manage the risk of loss on trading positions subject to fair value measurement through profit or loss;
· maximum limit of the total FX position and an open position for individual currencies.
As these measures relate to the calculation of a potential loss under normal market conditions, the bank and Santander Bank Polska Group also use stress tests which show the estimated potential losses in the event of the materialisation of adverse market conditions.
VaR as at 31 December 2020 and 31 December 2019 for interest rate, currency and equity risk in the trading book of Santander Bank Polska Group
In 2020, the VaR limit for interest rate risk was not exceeded. Higher maximum IR VaR reported in 2020 resulted from the Bank’s engagement in financial support programmes organised by BGK and PFR in connection with COVID-19 – consequently, the Bank had to maintain temporary positions on bonds issued by BGK and PFR in its trading book. The maximum observable VAR levels above the permissible limit were accepted by the Supervisory Board.
In 2020, the VaR limit for currency risk was not exceeded and neither was the VAR limit.
The bank and the Group use the following financial instruments in relation to repricing risk, credit risk, cash flow risk and liquidity risk:
· derivative instruments held for trading – proprietary transactions in connection with treasury services rendered to bank customers in order to mitigate market risk, maintain liquidity or as part of underwriting services;
· other financial instruments, including investment securities held for sale, hedging derivatives and equity instruments.
Market risk associated with open positions in financial instruments is mitigated through a set of limits (defined separately for the trading book and the banking book). The credit risk of such positions is reduced using concentration limits in respect of individual counterparties. In order to mitigate the liquidity risk, the bank and the Group keep an adequate level of liquid financial assets bearing low credit risk (in particular government bonds and NBP bills) in line with the liquidity risk appetite defined by the bank and the Group.
No derivative instruments were used by the bank or the Group to hedge credit risk, while FX options and interest rate options were executed on a back-to-back basis and therefore did not expose the bank or the Group to market risk.
The market risk of the balance sheet is managed by the bank and the Group using, inter alia, derivative instruments and hedge accounting with respect to:
· mortgage loans bearing WIBOR rate – interest rate swaps are used to receive fixed interest and pay floating interest thus hedging the risk of movements in cash flows relating to floating interest loans;
· mortgage loans in CHF and EUR – basis swaps are used to hedge the risk of movements in interest rates (CHF LIBOR, EURIBOR) and exchange rates (CHF/PLN and EUR/PLN);
· fixed interest cash loans – interest rate swaps are used to receive floating interest and pay fixed interest thus hedging the fair value of positions;
· selected fixed coupon bonds – interest rate swaps are used to hedge the fair value of bonds whereby the bank and the Group receive floating interest and pay fixed interest.
Liquidity risk is the risk of failure to meet contingent and non-contingent obligations made to customers and counterparties.
The liquidity risk policy adopted by the bank and the Group is to ensure that all outflows expected in the short term are fully covered by anticipated inflows or liquid assets. In addition, the aim of the policy is to ensure an appropriate structure of funding for the bank’s and the Group’s operations by maintaining medium- and long-term liquidity ratios at a pre-defined level and monitoring stress testing results. This policy covers all assets and liabilities as well as off-balance sheet items impacting the liquidity level.
ALCO and the Risk Management Forum have overall responsibility for the supervision of liquidity risk on behalf of the Management Board. As part of their roles, they make recommendations to the Management Board on appropriate strategies and policies for strategic liquidity management. Liquidity risk reports and stress test results are regularly reviewed by senior management.
ALCO also supervises the liquidity management process in subsidiaries.
Liquidity management is the responsibility of the Financial Management Division, which develops and updates relevant strategies and reviews the Contingency Liquidity Plan (approved by the Management Board and the Supervisory Board). The Risk Management Division is responsible for the independent measurement and reporting of liquidity risk and for defining liquidity risk management policies. The Financial Risk Department in the Risk Management Division is also tasked with regular performance of stress tests with respect to liquidity.
Liquidity risk is identified and measured daily, mainly using modified liquidity gap reports, intraday liquidity reports and regulatory reports. These reports include a number of internal and regulatory limits. Periodical liquidity measurement reports are supported by stress test results. The bank regularly calculates the measures laid down in CRD IV/CRR (LCR and NSFR) and in KNF Resolution no. 386/2008.
Cumulative liquidity gap for Santander Bank Polska S.A. as at 31 December 2020 and in the comparative period (by nominal value)
According to the Group’s policy, the bank should have sufficient funds to cover in full outflows expected over a one-month horizon, including under the selected stress test scenarios. The liquidity position over a longer time horizon and the level of liquid assets are also monitored.
In 2020, the bank’s funds significantly exceeded the level required to cover the expected outflows. The bank also met the regulatory quantitative requirements for liquidity. Key regulatory indicators (i.e. LCR and ratio of coverage of non-liquid assets and assets of limited liquidity with own funds and core external funds) comfortably exceeded the required levels.
Santander Bank Polska S.A. adopted the definition of operational risk provided by the Basel Committee on Banking Supervision, according to which operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events.
The objective of operational risk management is to minimise the likelihood and/or reduce the impact of unexpected adverse events.
Santander Bank Polska Group has an integrated risk management framework ensuring that all risks having material impact on its operations are identified, measured, monitored and controlled. Employees across the bank and Santander Bank Polska Group are involved in operational risk management – this process covers a number of interrelated concepts. Operational risk is inherent in all bank’s and Group’s business processes, including outsourced functions or services delivered jointly with third parties.
The bank and other Group members have developed and apply the Operational Risk Management Strategy.
The Operational Risk Management Committee (ORMCO) established by the Management Board is responsible for setting operational risk management standards for Santander Bank Polska Group. ORMCO is the main forum for discussions on operational risk. It sets the strategic direction for operational risk management, determines and monitors objectives for managing operational risk, including business continuity, information security, outsourcing/ insourcing and money laundering risk. As part of ORMCO, there are dedicated forums which deal with specific operational risk aspects: the Fraud Prevention Forum and the Insurance Forum. The results of ORMCO’s work are reported to the Risk Control Committee.
In view of a growing global cyber threat, the bank has established the CyberTechRisk Forum, which is responsible for analysing, monitoring and – in some cases – approving key issues related to IT, cybersecurity and operations. The main role of the Forum is to review the strategy and development directions of IT and cybersecurity as well as to monitor technological and operational risks, including cyber risk.
Tools used by the bank and the Group to manage operational risk |
|
Identification and assessment of operational risk |
· In the self-assessment process, the bank and Santander Bank Polska Group identify the risks they may be exposed to when delivering their functions, assess inherent and residual risks in terms of their likelihood and impact, and evaluate the design and effectiveness of existing controls. · The process of identification and assessment of operational risk is additionally supported by such tools as: scenario analysis, business impact analysis and an analysis of risk in new initiatives. |
Reporting |
· Each organisational unit is required to report operational risk events identified in its area of responsibility. Relevant operational risk events are escalated to senior management using a fast-track procedure. The Group runs a database of operational events identified across the organisation. The data are used to analyse the causes and consequences of operational risk events, facilitate the lessons learned process and implement remedial and preventive actions. · The Group also makes inputs to the external database of operational risk events run by the Polish Bank Association (ZBP) and uses information about external events from a number of sources. The analysis of external events enables benchmarking and lesson learning from events identified outside the Group. |
Analysis of risk indicators |
· Santander Bank Polska Group monitors financial, operational and technological risk indicators. They provide an early warning of emerging threats and operational losses and support monitoring of risk in the bank’s and Group’s operations. |
Defining risk mitigants |
· The process of managing operational risk mitigants is designed to eliminate or reduce operational risk. Risk mitigation measures are determined based on the results of analyses carried out using various operational risk tools (including operational risk events database, risk indicators, and risk self-assessment). |
Business continuity management (BCM) plans |
· Each organisational unit is required to develop and update its business continuity management plan to ensure that critical business processes remain uninterrupted following an unplanned disruption. BCM plans are tested on a regular basis to provide assurance to Santander Bank Polska Group that critical business processes may be restored at the required service level and within the agreed time frame. The bank and the Group have backup locations in place where critical processes can be restored and continued should an incident occur. |
Information security |
· Santander Bank Polska S.A. has the Information Security Management System in place which is certified for compliance with the ISO/IEC 27001:2013 standard. The purpose of this system is to supervise information security in Santander Bank Polska Group’s business environment, and assess specific information and system security requirements. |
Insurance |
· For the purpose of operational risk mitigation, Santander Bank Polska Group has an insurance scheme in place which covers various financial risks, plus motor, property and professional indemnity insurance. |
Reporting to the Risk Control Committee and the Supervisory Board |
· The aim of operational risk reporting is to provide up-to-date and appropriate information to the management team. Operational risk reports record details on operational risk events and losses, information security incidents, risk indicators and defined mitigants. |
Operating in the complex legal and regulatory environment, the bank and Santander Bank Polska Group are exposed to the risk of misapplication or misinterpretation of legal provisions, regulatory requirements, industry codes and ethical codes adopted by the bank, and internal policies and procedures (including codes of best practice). Non-compliance might expose the bank to loss of reputation or to administrative or criminal sanctions.
The management and control of compliance risk includes application of controls, independent monitoring of their execution and reporting. The control function is performed under three lines of defence:
· the first line of defence: management of operational risk arising from the bank’s operations;
· the second line of defence: on-going vertical verification and vertical testing;
· the third line of defence: the internal audit function.
According to the Compliance Policy, the Legal and Compliance Division of Santander Bank Polska S.A. includes a compliance function, which is independent of business units, and which comprises the Compliance Area and the Anti-Money Laundering Department. This function acts as the second line of defence by setting and enforcing standards, providing advice and reporting in the interest of employees, customers, shareholders and the public.
The compliance function supports the bank’s strategy with respect to managing regulatory risk, conduct risk and reputational risk. Its activity is also determined by the bank's business profile: it carries out tasks related to the protection of consumer rights and to ongoing digitalisation and standardisation of financial services.
In particular, the compliance function is responsible for:
· independent identification, monitoring and assessment of compliance risk that the Group is exposed to (with particular focus on new products and services, prevention of using the financial system for the purpose of money laundering and terrorist financing, protection of confidential information, management of conflicts of interest and private account share dealing by employees);
· providing advice and reporting to the Risk Management Committee, the bank’s Management Board and the Audit and Compliance Committee on the effectiveness of processes established to ensure compliance with legal and regulatory requirements;
· communication of policies and procedures, providing the management and staff with guidance on compliance risk management;
· coordination of contacts with market regulators (KNF, UOKiK, GIIF, UODO);
· coordination of the approval of new products;
· coordination and support for compliance processes with respect to the model for the sale of investment products and the MiFID;
· strengthening the principles of ethical business conduct;
· cooperation with the Corporate Communication and Marketing Area and the Risk Management Division in the area of reputational risk management.
The compliance function also coordinates the activities of committees supporting compliance risk management processes in respective areas of the Group:
· General Compliance Committee
· Regulatory and Reputational Risk Committee
· Local Marketing and Monitoring Committee
· Anti-Money Laundering and Counter-Terrorism Financing Committee.
Sitting on these committees are representatives of key organisational units that have the necessary expertise and authority to ensure that relevant decisions are taken and high quality advice is provided in the course of the proceedings.
Employees of the compliance function support the senior management of the bank in effective compliance risk management and report on key compliance issues to the bank's Management Board, the Risk Management Committee and the Audit and Compliance Committee of the Supervisory Board.
The Management Board and the Supervisory Board (through the Audit and Compliance Committee) regularly review key compliance issues identified by the Compliance Area and the Anti-Money Laundering Department. The review particularly includes:
· product monitoring
· test compliance monitoring
· monitoring of employees’ own trades
· information on the activity of market regulators
· review of upcoming legislative initiatives
· review of anti-money laundering issues
· review of ethical issues
· review of customer complaints.
In February 2020, the bank's Supervisory Board positively assessed the effectiveness of compliance risk management at Santander Bank Polska S.A., based on a positive recommendation of the Audit and Compliance Committee.
In addition to the compliance function, the second line of defence also includes other organisational units operating under internal regulations, in particular:
· for labour law responsibilities – personnel unit
· for companies and partnerships law responsibilities – corporate governance unit
· for occupational health and safety responsibilities – health and safety unit
· for accounting, reporting and tax responsibilities – financial, accounting and tax units
· for prudential requirements – risk units.
Reputational risk is defined as the risk of actual or potential adverse impact on Santander Bank Polska Group resulting in deterioration of perception of the bank and other members of the Group by customers, employees, shareholders/ investors and communities.
Potential sources of this risk are internal operational incidents and external events, such as adverse publicity, dissemination of negative feedback by customers, e.g. via the Internet, in social media and other mass media. They may refer directly to Santander Bank Polska Group and its products and services, as well as the bank’s shareholders and the entire banking or financial sector (both domestic and international).
The elements of reputational risk also include customer complaints and claims related to the process of offering banking products, including complaints about the lack of sufficient (i.e. complete, true, reliable and non-misleading) information about products and related risks, the complexity of products, performance of systems and applications, sales practices, capital levels and relationships with entities considered to be sensitive due to the type and profile of their business (high risk sectors).
The management of reputational risk is the responsibility of the Corporate Communication and Marketing Area and the Compliance Area.
The objective of reputational risk management is to protect the image of Santander Bank Polska Group and to limit and eliminate negative events which affect the image and financial results of the Group.
The key risk mitigation regulations and measures include:
· Disclosure Policy of Santander Bank Polska S.A.
· Reputational risk management model consisting of the Reputational Risk Management Policy, the Reputational Risk Management Procedure and the Methodology for Reputational Risk Management at Santander Bank Polska S.A.
· Santander Bank Polska S.A. Policy on Financing for Sensitive Sectors
· Donation Policy of Santander Bank Polska Foundation
· Daily monitoring of local, nationwide and certain international media
· Daily monitoring of social media sources (in particular: Facebook, Twitter) in the context of references to the bank
· Analysis of image-sensitive information by the Press Office
· Response to information which poses a threat to public perception of the bank’s image
· Keeping the representatives of national and local media up to date about new products and changes to regulations regarding existing products
· Regular monitoring of reputational risk events and reputational risk profile
· Monitoring of changes in laws, internal regulations and market standards as well as abusive clauses
· Customer satisfaction survey (Chief Customer Officer)
· Recommendations and preventive actions arising from the analysis of complaints (Chief Customer Officer)
· Preparation and control by relevant units of Santander Bank Polska S.A. of all important communications and reports for shareholders, the Polish Financial Supervision Authority (KNF) and the Warsaw Stock Exchange and the timely publication of such communications and reports
· Evaluation of new products or their modifications, and the related procedures, communications, commercial materials, initiatives addressed to customers (promotions, contests) and training materials for sales staff in terms of their compliance with laws and regulatory guidelines, ethical business conduct and reputational risk
· Participation in the management of customer complaints, especially those filed with the regulators
· Supervision of after-sales control of investment products
· Mystery shopping
· Regular monitoring of reputational risk associated with products offered by Santander Bank Polska Group through the analysis of customer complaints, sales volumes, number of customers, rate of return, etc.
· Reviewing agreements with external suppliers and third parties (in particular: outsourcing agreements)
· Participation in the analysis of customers/ transactions from sensitive sectors (including energy, arms, soft commodities, mining and metals, gambling, tobacco and cannabis industries).
Santander Bank Polska Group maintains a level of capital adequate to the type and scale of operations and risk.
The level of own funds required to ensure safe operations of the bank and Santander Bank Polska Group and capital requirements estimated for unexpected losses is determined in accordance with: the provisions of the CRD IV/CRR package (as amended) and the Macroprudential Supervision Act, taking into account KNF’s recommendations (see Note 5 “Capital Management” to Consolidated Financial Statements of Santander Bank Polska Group for 2020).
The Management Board is accountable for capital management, calculation and maintenance processes, including the assessment of capital adequacy in different economic conditions and the evaluation of stress test results and their impact on internal and regulatory capital and capital ratios. Responsibility for the general oversight of internal capital estimation rests with the Supervisory Board.
The Management Board has delegated ongoing capital management to the Capital Committee, which conducts a regular assessment of the capital adequacy of the bank and Santander Bank Polska Group, including in stressed conditions, the monitoring of the actual and required capital levels and the initiation of transactions affecting these levels (e.g. by recommending the value of dividends to be paid). The Capital Committee is the first body that defines the capital policy, principles of capital management and principles of capital adequacy assessment. However, ultimate decisions regarding any increase or decrease in capital are taken by relevant authorities within the bank in accordance with the applicable law and the bank’s Statutes.
Pursuant to the bank’s information strategy, details about the level of own funds and capital requirements are presented in the separate report entitled “Information on capital adequacy of Santander Bank Polska Group as at 31 December 2020”.
In 2020, the bank and Santander Bank Polska Group met all regulatory requirements regarding capital management.
Below are the minimum levels of capital ratios as at 31 December 2020, satisfying the provisions of the CRR and the Macroprudential Supervision Act as well as regulatory recommendations regarding additional own funds requirements under Pillar 2 at the level of Santander Bank Polska S.A.
To mitigate the risk of credit crunch arising from the Covid-19 pandemic, on 18 March 2020 the Minister of Finance, issued a regulation based on the recommendation of the Financial Stability Committee removing banks’ obligation to keep the systemic risk buffer of 3%. The released funds may be used by banks to support their lending activity and cover potential losses in the upcoming quarters.
Moreover, the Financial Stability Committee kept the countercyclical capital buffer at 0%.
Minimum capital ratio levels as at 31 December 2020 |
Tier 1 |
Total |
Santander Bank Polska S.A. |
9.25% |
11.25% |
Santander Bank Polska Group |
9.276% |
11.284% |
The aforementioned capital ratios take into account:
Components of the minimum capital requirement |
|
31/12/2020 |
31/12/2019 |
Minimum capital ratios |
· Common Equity Tier 1 capital ratio: |
ü 4.5% |
ü 4.5% |
· Tier 1 capital ratio: |
ü 6.0% |
ü 6.0% |
|
· Total capital ratio: |
ü 8.0% |
ü 8.0% |
|
Additional capital requirement pertaining to foreign currency mortgages to households |
Santander Bank Polska S.A.: |
none |
none |
Santander Bank Polska Group: |
|
||
· for the total capital ratio: |
ü 0.034 p.p. |
ü 0.04 p.p |
|
· for Tier 1 capital ratio: |
ü 0.026 p.p. |
ü 0.03 p.p. |
|
· for Common Equity Tier 1 capital ratio: |
ü 0.019 p.p. |
ü 0.02 p.p. |
|
Capital buffer for Santander Bank Polska S.A. as other systemically important institution |
ü 0.75 p.p. |
ü 0.75 p.p. |
|
Capital conservation buffer maintained in accordance with the Macroprudential Supervision Act |
ü 2.5 p.p. |
ü 2.5 p.p. |
|
Systemic risk buffer |
ü 0 p.p. |
ü 3 p.p. |
Santander Bank Polska Group uses the standardised approach to calculate the capital requirement for credit risk, market risk and operational risk. According to this approach, the total capital requirement for credit risk is calculated as the sum of risk-weighted exposures multiplied by 8%. The exposure value for these assets is equal to the balance sheet total, while the value of off-balance sheet liabilities corresponds to their balance sheet equivalent. Risk-weighted exposures are calculated by applying risk weights to all exposures in accordance with the CRR.
Due to the Covid-19 pandemic, the KNF, similarly to other EU supervisory authorities, took measures to enhance resilience of the financial sector entities by imposing restrictions on profit distribution. In the letter of 26 March 2020, Polish banks were informed that they were expected to retain the entire profit earned in the previous years.
The KNF position on dividend policy for 2021 was presented in the letter of 16 December 2020. In view of significant uncertainty as to further evolution of the Covid-19 crisis, the KNF deemed it necessary that commercial banks do not pay out dividends in H1 2021. On 11 January 2021, the bank received the KNF letter with a recommendation that the bank should not pay out dividend in H1 2021 or take any other measures which could weaken the capital base (in particular if they go beyond the scope of the ordinary business and operational activity), including distribution of the profit retained in the previous years or repurchase of own shares, unless such measures are agreed with the supervisor.
The KNF position on the policy of dividend payment by commercial banks in H2 2021 will be presented separately after analysing the situation of the banking sector in the first six months of 2021.
calculation of the capital ratio for Santander Bank Polska Group as at 31 December 2020 and 31 December 2019
1) Pursuant to the KNF’s decision of 11 October 2019, the bank received consent to allocate a part of the net profit of Santander Bank Polska Group for H1 2019 in the amount of PLN 478,950,253 to the consolidated Common Equity Tier 1 capital.
Pursuant to the KNF’s decision of 30 December 2020, the bank received consent to allocate a part of the net profit of Santander Bank Polska Group for H1 2020 in the amount of PLN 192,430,453 to the consolidated Common Equity Tier 1 capital.
calculation of the capital ratio for Santander Bank Polska S.A. as at 31 December 2020 and 31 December 2019
Notwithstanding the regulatory methods for measuring capital requirements, Santander Bank Polska S.A. carries out an independent assessment of current and future capital adequacy as part of the internal capital adequacy assessment process (ICAAP). The purpose of the process is to ensure that the level and nature of own funds guarantee the solvency and stability of the bank’s and the Group’s operations.
The capital adequacy assessment is one of the fundamental elements of the bank’s strategy, the process of defining risk appetite and the process of planning.
In the ICAAP the Group uses assessment models based on the statistical loss estimation for measurable risks, such as credit risk, market risk and operational risk, plus its own assessment of capital requirements for other material risks not covered by the model, e.g. reputational risk and compliance risk. The internal capital is estimated on the basis of risk parameters including the probability of default (PD) by Santander Bank Polska S.A. customers and the loss given default (LGD).
The Group performs an internal assessment of capital requirements, including under stressed conditions, taking into account different macroeconomic scenarios.
Internal capital estimation models are assessed and reviewed annually to adjust them to the scale and profile of the business of Santander Bank Polska S.A. and to take account of any new risks and the management’s judgement. The review and assessment is
the responsibility of the bank’s risk management committees, including: the Capital Committee and the Models and Methodology Panel, which is part of the Risk Management Forum.
Information on bond issue |
KNF consent to allocate the
bonds to the Tier 2 capital |
Amount qualified as
subordinated bonds |
||
Amendments (made in 2016) to the agreement under which subordinated bonds were issued on 5 August 2010 and taken up by the European Bank for Reconstruction and Development (including extension of the maturity date to 5 August 2025) |
18 May 2017 |
EUR 100m |
||
Issue of bonds of Santander Bank Polska S.A. on 2 December 2016 |
24 February 2017 |
EUR 120m |
||
Issue of subordinated bonds of Santander Bank Polska S.A. on 22 May 2017 |
19 October 2017 |
EUR 137.1m |
||
Issue of series F subordinated bonds of Santander Bank Polska S.A. on 5 April 2018 |
12 June 2018 |
PLN 1bn |
||
XIII. Statement on Corporate Governance in 2020
The objective of corporate governance at Santander Bank Polska Group is to build good relationships with shareholders, customers and other stakeholders, and to increase effectiveness of internal oversight, key internal systems and functions as well as statutory bodies. The corporate governance rules adopted by the bank focus on professionalism and integrity of members of the management and supervisory bodies, good internal and external relations, transparency and due care, which helps build trust in Santander Bank Polska Group, supports sustainable development and increases credibility of the capital market in Poland.
As a significant bank and a public trust institution, Santander Bank Polska S.A. is subject to a specific legal regime and is obliged to conduct its business with due care.
Corporate governance framework supports effective management and oversight, ensures respect for rights and transparent communication with shareholders and other stakeholders of the bank.
The corporate governance framework applicable at Santander Bank Polska S.A. is based on existing laws (in particular the Commercial Companies Code, the Banking Law and capital market regulations). Santander Bank Polska S.A. must also comply with the Principles of Corporate Governance for Supervised Institutions issued by the KNF, and abides by the Code of Best Practice for WSE Listed Companies. The bank also adopted internal regulations which specify corporate governance principles in more detail, including the General Code of Conduct, Group-Subsidiary Governance Model and specific terms of reference and policies (e.g. the Disclosure Policy and the Conflict of Interest Prevention Policy).
Alongside this, the bank follows best market practice established by the Polish Bank Association (ZBP): the Banking Code of Ethics adopted by the 25th General Meeting of the ZBP dated 18 April 2013 (also available on the ZBP website: https://www.zbp.pl/dla-klientow/poradniki-i-rekomendacje).
This Statement on Corporate Governance in 2020 has been prepared in accordance with § 70(6)(5) of the Finance Minister’s Regulation of 29 March 2018 on current and financial reports published by the issuers of securities and the rules of equal treatment of the information required by the laws of a non-member state. It also contains information about the implementation of the selected recommendations set out in the corporate governance codes adopted by the bank in accordance with Article 20(1) of Directive 2013/34/EU and Commission Recommendation of 9 April 2014 on the quality of corporate governance reporting (2014/208/EU).
Incorporation of this Statement on Corporate Governance in 2020 into the annual report fulfils the requirement to provide the WSE with a corporate governance report.
Code of Best Practice for WSE Listed Companies
The Code of Best Practice of WSE Listed Companies 2016, adopted by virtue of WSE Supervisory Board Resolution no. 26/1413/2015 of 13 October 2015, establishes guidelines to be followed by companies in order to enhance their credibility with the market and investors.
This version of the Code, effective as of 1 January 2016, was adopted for use by Santander Bank Polska S.A. by virtue of Management Board Resolution no. 160/2015 of 2 December 2015 and Supervisory Board Resolution no. 61/2015 of 16 December 2015. It was approved by the General Meeting of Santander Bank Polska S.A. on 20 April 2016. The full text is available on the WSE website at https://www.gpw.pl/pub/GPW/files/PDF/GPW_1015_17_DOBRE_PRAKTYKI_v2.pdf, and on the bank’s website at https://static3.santander.pl/asset/w/y/n/wyniki-glosowan_pl_61605.pdf.
Santander Bank Polska S.A. has complied with the official corporate governance principles since 2002 when the first issue of the code of best practice was published by the WSE (Best Practice for Public Companies in 2002).
Principles of Corporate Governance for Supervised Institutions
Santander Bank Polska S.A. abides by Principles of Corporate Governance for Supervised Institutions as published by the KNF on 22 July 2014. The document describes internal and external relations of supervised institutions, including relationships with shareholders and customers, their organisation, internal oversight framework and key internal systems and functions, as well as statutory bodies and the rules of their cooperation. The document is available on the KNF website at https://www.knf.gov.pl/knf/pl/komponenty/img/knf_140904_Zasady_ladu_korporacyjnego_22072014_38575.pdf, and on the bank’s website at https://static3.santander.pl/asset/z/a/l/zal.-do-uchwaly-objetej-pkt-13-porzadku-obrad_pl_55449.pdf.
The Principles of Corporate Governance for Supervised Institutions were adopted by Santander Bank Polska S.A. as of 1 January 2015 by virtue of Management Board Resolution no. 116/2014 of 9 October 2014 and Supervisory Board Resolution no. 58/2014 of 17 December 2014. They were approved by the General Meeting of Santander Bank Polska S.A. on 23 April 2015.
In 2020, Santander Bank Polska S.A. duly complied with all corporate governance rules set out in the existing version of the Code of Best Practice for WSE Listed Companies and with all Principles of Corporate Governance for Supervised Institutions. In this period, no departures from the above-mentioned regulations were reported.
Details about corporate governance, including information on how the bank applies the principles of most importance for shareholders, are presented in the later part of the document.
The table below presents the entities with significant holdings of Santander Bank Polska S.A. shares as at 31 December 2020 and 31 December 2019.
As at 31 December 2020, Banco Santander S.A. held a controlling stake of 67.41% in the registered capital of Santander Bank Polska S.A. and in the total number of votes at the bank’s General Meeting. The remaining shares were held by the minority shareholders, of which only the following funds: Nationale-Nederlanden Otwarty Fundusz Emerytalny (OFE) and Nationale-Nederlanden Dobrowolny Fundusz Emerytalny (DFE) jointly exceeded 5% in the bank’s share capital and voting power according to the information held by the bank’s Management Board.
Compared to the end of December 2019, the ownership structure of the share capital of Santander Bank Polska S.A. changed as a result of registration of a share capital increase of PLN 1,010,090 to PLN 1,021,893,140 on 25 September 2020 through the issue of 101,009 series O ordinary bearer shares. For more details, see Section 4 of this Chapter: “Corporate Events”. As a consequence of the above-mentioned capital increase, the shareholdings of Banco Santander S.A. and funds managed by Nationale-Nederlanden PTE S.A. were diluted from 67.47% and 5.02% to 67.41% and 5.01%, respectively. The stake of the remaining minority shareholders increased from 27.51% to 27.58%.
According to the information held by the Management Board, the ownership structure did not change in the period from the end of the financial year of 2020 until the release of the Annual Report of Santander Bank Polska Group for 2020.
Rights and restrictions attached to the issuer’s securities
The shares of Santander Bank Polska S.A. are ordinary bearer shares. Each share carries one vote at the General Meeting. The nominal value is PLN 10 per share. All shares are fully paid.
The bank did not issue any series of shares that would give their holders any special control rights towards the issuer or would limit their voting power or other rights. Neither are there any restrictions on the transfer of title to the issuer’s shares.
Pursuant to the recommendations and principles established in the Code of Best Practice for WSE Listed Companies, Santander Bank Polska S.A. has an effective and transparent disclosure policy in place in relation to shareholders, investors and analysts, which is supported by a wide range of modern communication tools. The bank publishes financial reports at the earliest possible date following the end of the reporting period, including information about sponsorship and corporate giving, among other things. It publishes the required information and corporate documents on its website available in Polish and English and organises regular meetings with investors and analysts and and answers their questions to the extent permitted by law. The bank also publishes current reports providing information required by applicable laws at the dates specified therein.
The bank’s disclosure policy concerning investor relations is described in more detail in Chapter VII “Investor Relations”. For more information about the arrangements facilitating communication with shareholders, see “General Meeting” below (Section 7 “Governing Bodies”).
When offering financial products and services, the bank is focused on providing customers with accurate information and meaningful explanations. Customer complaints are handled by the Customer Care Office in accordance with clear and transparent rules.
The General Meeting of Santander Bank Polska S.A. (GM) is held as provided for in the Commercial Companies Code of 15 September 2000, Statutes of Santander Bank Polska S.A. and Terms of Reference of the General Meetings. The Statutes as well as the Terms of Reference are available on the bank’s website.
The Annual General Meeting is held once a year by 30 June. The Extraordinary General Meeting is convened when it is required to take a decision on a specific matter or when such a meeting is requested by eligible parties. The General Meeting agrees on the issues within its remit, as defined by the above-mentioned laws and internal regulations. The Annual General Meeting:
· reviews and approves the Management Board’s report on the bank’s performance and the financial statements for the previous financial year;
· adopts a resolution on profit distribution or loss coverage;
· gives discharge to the members of the company’s governing bodies;
· reviews and approves the financial statements of the Group within the meaning of the accounting regulations;
· reviews other reports (e.g. report on the activities of the Supervisory Board).
The Annual General Meeting or the Extraordinary General Meeting may:
· adopt a resolution to amend the bank’s Statutes;
· appoint members of the Supervisory Board;
· remove members of the Management Board;
· adopt a resolution to increase share capital;
· decide on a merger with another company;
· adopt a resolution on remuneration policies for members of the Management Board and the Supervisory Board;
· set remuneration for members of the Supervisory Board.
Since 2010, the bank’s shareholders may participate in the General Meeting using electronic communication channels (without the physical presence of themselves or their proxies). This enables two-way real-time communication and makes it possible for shareholders to exercise their voting rights.
Voting (including via electronic communication channels) takes place using an electronic voting system which returns the number of votes ensuring that they correspond to the number of shares held, and in the case of a secret ballot – allows shareholders to remain anonymous. Shareholders may vote in person or by proxy.
The General Meeting is broadcast live online to all interested parties and a recording is available on a dedicated website of Santander Bank Polska S.A. for later review. The information about the planned broadcast is published at least seven days before the date of the General Meeting.
Draft resolutions, rationale, and other submissions to the General Meeting (assessments, reports and opinions of the bank’s Supervisory Board) are published on the bank’s website early enough for the GM participants to read them.
The representatives of the press, radio and TV may also attend the General Meeting.
General Meeting in 2020
On 22 June 2020, the Annual General Meeting (AGM) of Santander Bank Polska S.A. was held. It approved the 2019 reports submitted by the Management Board and the Supervisory Board, and the Supervisory Board’s assessments of the required areas. The AGM also considered the Management Board's proposal regarding the 2019 profit distribution, approved the suitability assessment of the Supervisory Board members, collective suitability assessment of the Supervisory Board and suitability assessment of the candidates for the Supervisory Board members, granted discharge to the members of the Management Board and Supervisory Board of the bank and Santander Securities S.A., and appointed the Supervisory Board for a new term, electing its chairman. It also adopted a remuneration policy for members of the bank’s Supervisory Board and Management Board, and set remuneration for members of the Supervisory Board. The AGM adopted resolutions to amend the bank’s Statutes, to increase the bank’s share capital through issue of series O ordinary bearer shares, depriving the existing shareholders of all their pre-emptive rights, to dematerialise series O shares and to request that they are admitted to and floated on the regulated market of the Warsaw Stock Exchange. The AGM authorised the Supervisory Board and the Management Board to undertake any necessary actions to implement the decisions relating to the issue of series O shares.
Shareholders' rights
The rights of shareholders of Santander Bank Polska S.A. are set out in the Terms of Reference of the bank’s GM in line with the Commercial Companies Code.
The fundamental right of shareholders is to attend the General Meeting and vote personally or through proxies.
Pursuant to the GM Terms of Reference, shareholders or their proxies may participate in the General Meeting via electronic communication channels (i.e. they may vote, make an objection, communicate with the meeting room, ask questions, etc.). Each share carries one vote at the General Meeting.
· Shareholders have certain rights with respect to the General Meeting, as specified in the Commercial Companies Code. In particular, they may:
ü object to adopting a resolution;
ü appeal against resolutions adopted by the General Meeting to the court (action for revocation or cancellation of a resolution);
ü request voting by secret ballot;
ü submit draft resolutions and propose amendments and supplements to draft resolutions concerning the business of the GM by the end of discussion of a particular agenda item;
ü ask questions and request information from the Management Board regarding issues on the GM agenda, as provided for by the Commercial Companies Code;
ü apply for the role of the GM Chairman or propose a candidate for that role;
ü challenge decisions made by the GM Chairman;
ü give a brief presentation and a short response to questions concerning individual items of the agenda.
· Shareholders may also:
ü request that a list of shareholders be emailed to them free-of-charge to the indicated address, inspect the list of shareholders available in the bank’s Management Board office and request a copy of the list at their own expense;
ü demand copies of requests included in the GM agenda one week before the GM;
ü have access to the GM minutes and request copies of resolutions confirmed by the bank’s Management Board as true copies.
The Management Board members, acting within their powers and in accordance with the act on trading in financial instruments, have an obligation to respond to shareholders’ questions which are relevant to the business of the General Meeting (for important reasons only – the response must be given in writing within two weeks of the request). The Management Board refuses to provide the requested information if it might:
ü be prejudicial to the company or its subsidiaries or affiliates due to disclosure of technical, trade or organisational secret;
ü cause a member of the Management Board to face criminal, civil or administrative liability.
Shareholders may request the bank to provide information concerning the bank outside of the General Meeting. In such a case, the Management Board may provide the requested information in writing, unless it might be prejudicial to the bank or its affiliate, in particular due to disclosure of the company’s technical, trade or organisational secret.
If the bank provides information outside of the General Meeting, it publishes a current report with answers to the questions asked.
Pursuant to applicable law, any amendments to the Statutes of Santander Bank Polska S.A. may be made by way of a resolution of the General Meeting and must be entered into the register of entrepreneurs in order to be valid. According to the Banking Law, such amendments also require consent from the Polish Financial Supervision Authority (KNF).
Pursuant to the resolutions of the General Meeting of Santander Bank Polska S.A. of 22 June 2020, the bank’s Statutes were amended as follows:
· the rules of procedure for the Management Board and the Supervisory Board were modified in accordance with the amended Commercial Companies Code, and the Supervisory Board was designated as a body responsible for establishing detailed rules for participation in the General Meeting via electronic communication channels;
· custody services were removed from the bank’s objects;
· the bank’s share capital was increased by PLN 1,010,090 through the issue of series O shares.
The bank received a consent from the KNF to amend the Statutes as above. The amendments became effective upon their registration by a registry court on 14 July 2020, and in the case of the share capital increase – on 25 September 2020.
The Supervisory Board of Santander Bank Polska S.A. operates under the Banking Law of 29 August 1997, the Commercial Companies Code of 15 September 2000, the bank’s Statutes and the Terms of Reference of the Supervisory Board, available on the bank’s website.
The Supervisory Board consists of at least five members appointed for a joint three-year term of office. The Supervisory Board members, including the Chairman of the Supervisory Board, are appointed and removed by the General Meeting. The Management Board notifies the KNF about Supervisory Board membership. The term of office of the Supervisory Board member expires no later than on the date of the General Meeting held to approve the financial statements for the last full financial year in which the member served on the Supervisory Board. It also expires as a result of the member’s death, resignation or removal. The term of office of the Supervisory Board member who was appointed before the end of the term of the Supervisory Board expires at the same time as those of the remaining members.
Pursuant to the bank’s Statutes, at least half the members of the Supervisory Board should be of independent status.
The Supervisory Board exercises ongoing oversight of the bank’s operations. Apart from the rights and obligations provided for by the law and the Statutes, the Supervisory Board also has the following powers:
· to assess the financial statements in terms of their consistency with the books of account, documents and factual circumstances;
· to approve the bank’s annual and long-term development and financial plans, strategy and rules of prudential and stable management established by the Management Board;
· to approve the Management Board’s proposals as regards setting up and winding up the bank’s units abroad;
· to give consent to equity investments to be made by the bank if:
ü the value of such investment exceeds the PLN equivalent of EUR 4,000,000,
ü the value of such investment exceeds EUR 400,000 and, concurrently, as a result of such investment, the bank’s share in another entity will be equal to, exceed or will be reduced below 20% of the votes at the General Meeting or at the shareholders’ meeting,
ü with the exception of underwriting agreements, the total exposure of the bank under such agreements does not exceed one tenth of the total own funds of the bank.
· to give consent to buy, sell or encumber fixed assets (within the meaning of the Accounting Act), in particular real property, if the value of a fixed asset exceeds the PLN equivalent of EUR 4,000,000, except for foreclosure of real property by the bank as a mortgagee, as a result of an unsuccessful auction held as part of enforcement proceedings or foreclosure of another fixed asset or securities by the bank, as a creditor secured by a registered pledge pursuant to the provisions of the Act on registered pledge and the register of pledges, or as a creditor secured by a transfer of title to secure loan repayment pursuant to the provisions of the Banking Law;
· to review the Management Board reports and proposals concerning profit distribution and loss coverage;
· to set remuneration for the President and members of the Management Board;
· to conclude agreements on behalf of the bank with members of the Management Board (where authorised to do so), including employment contracts and management contracts (the Supervisory Board may appoint its Chairman or another member of the Supervisory Board to make statements of will in this respect);
· to adopt the Terms of Reference of the bank’s Management Board and other terms of reference and rules provided for by the Statutes or law, and to approve the bank’s Organisational Regulations and Policy on internal control system;
· to appoint an entity authorised to audit the bank’s financial statements and to conduct financial audits in the bank;
· to request consent from the KNF to appoint two Management Board members, including the President of the Management Board;
· to inform the KNF about:
ü other Management Board members and each change in the Management Board composition;
ü compliance of the Management Board members with the criteria set out in the Banking Law, after performing the compliance assessment;
ü approving and changing the distribution of duties within the Management Board;
ü including the information on the Management Board member in charge of material risk in the bank’s operations;
· to appoint and remove the Management Board President and other members of the Management Board;
· to suspend the Management Board members for important reasons and delegate the Supervisory Board members to perform the role of the suspended Management Board members;
· to present the Annual General Meeting with a brief assessment of the bank’s situation, including the assessment of the internal control system and the material risk management system;
· to approve the policies developed by the Management Board: risk management policy, risk appetite, internal capital assessment and maintenance policy, internal control policy, remuneration policy, for each category of employees whose professional activity has a significant impact on the bank’s risk profile;
· to approve the distribution of duties within the Management Board as decided by the Management Board.
· to review the matters to be considered by the General Meeting.
The Supervisory Board takes decisions in the form of resolutions which are adopted by an absolute majority of votes in open voting. Resolutions are voted upon in a secret ballot in cases stipulated by law, in personal matters or at the request of any Supervisory Board member accepted by the Supervisory Board in a secret vote. The Supervisory Board meetings are held as and when required and at least three times in any financial year. The Supervisory Board members convene in a single location, or in different locations using remote communication channels.
Each year, the Supervisory Board prepares and presents to the Annual General Meeting a report on its activities in the previous year, including a summary of operations of the Supervisory Board Committees, a report from the audit of the annual financial statements of the Group and the Management Board’s proposal of profit distribution, as well as assessment of the Group’s activities (including internal control, risk management and compliance systems and internal audit function), corporate governance practices, remuneration policy and sponsorship and corporate giving policy. The above report of the Supervisory Board is published on the bank’s website at least 26 days before the General Meeting.
All Supervisory Board members are subject to the assessment of initial and ongoing individual suitability. The Supervisory Board is also subject to the assessment of collective suitability. The foregoing processes are delivered in accordance with the Policy on suitability assessment of Supervisory Board members in Santander Bank Polska S.A. developed in line with the Joint Guidelines of the European Securities and Markets Authority and the European Banking Authority no. EBA/GL/2017/12, Guidelines of the European Banking Authority no. EBA/GL/2017/11 on internal governance, and the applicable laws, in particular the Banking Law Act and the Commercial Companies Code. The assessment is conducted according to the Suitability assessment methodology for members of
governing bodies of entities supervised by the KNF. The individual and collective suitability assessments are conducted at least once a year and as required under the above-mentioned Policy, e.g. when candidates are proposed for the Supervisory Board positions (in this case, the assessment should be generally performed before the formal appointment), when membership of the Supervisory Board changes or when the bank’s business model is significantly modified. The Supervisory Board presents the results of the suitability assessment at the next General Meeting.
The table below presents the composition of the Supervisory Board of Santander Bank Polska S.A. as at 31 December 2020 and 31 December 2019.
On 20 May 2020, the Nominations Committee of the Supervisory Board of Santander Bank Polska S.A. assessed the individual suitability of the Supervisory Board members as well as collective suitability of the Supervisory Board of Santander Bank Polska S.A. in accordance with the applicable regulations and the Suitability assessment methodology for members of governing bodies of entities supervised by the KNF. These ongoing annual suitability assessments were additionally required by appointment of all the existing Supervisory Board members for a new term of office. Additionally, the Committee assessed the individual suitability of Dominika Bettman, who had not performed any role on the bank’s Supervisory Board before.
The Annual General Meeting held on 22 June 2020 approved the results of the suitability assessments and appointed the bank’s Supervisory Board for a new joint three-year term of office. The Supervisory Board was joined by Dominika Bettman as an independent member. Gerry Byrne was again appointed Supervisory Board Chairman, and José Luis de Mora took the role of Deputy Chairman.
Pursuant to the bank’s Statutes, Terms of Reference of the Supervisory Board and Terms of Reference of the Audit and Compliance Committee, as at 31 December 2020 half the members of the Supervisory Board met the independence criteria set out in the Statutes, taking into account the principles specified in Section II.Z.4 of the Code of Best Practice for WSE Listed Companies.
The following members of the Supervisory Board held independent status: Dominika Bettman, Danuta Dąbrowska, David Hexter, Jerzy Surma and Marynika Woroszylska-Sapieha. Each of the foregoing persons made a relevant written statement in this respect (as referred to in Section II.Z.5 of the Code of Best Practice for WSE Listed Companies).
In 2020, the members of the Supervisory Board committed sufficient time to perform their functions. 18 Supervisory Board meetings were held during the year at which 107 resolutions were passed. Average attendance of the Supervisory Board members was 97.66%.
Attendance of Supervisory Board members:
1) Dominika Bettman was appointed member of the Supervisory Board on 22 June 2020 and was present during all meetings from that date till the end of 2020.
Members of the Supervisory Board of Santander Bank Polska S.A. have various academic background, extensive expertise and considerable professional experience in banking and business, including finance, accounting, financial analysis, IT law and economics. Individual competencies and experience of the Supervisory Board members guarantee due performance of the obligations entrusted with them, while their complementarity ensures effective discharge of collective supervisory obligations. The diversity of the Supervisory Board in terms of gender, age, geographical provenance and length of service with Santander Bank Polska S.A. is presented in Section 9 “Diversity Policy” (“Diversity policy regarding the supervisory and management bodies”).
The information about the academic background and professional experience of the bank’s Supervisory Board members is presented below. The extended version is also published on the bank’s website at https://santander.pl/relacje-inwestorskie/spolka/rada-nadzorcza/rada-nadzorcza.html.
Supervisory Board Committees
The Supervisory Board may establish committees and designate individuals responsible for managing the work of such committees. These committees are designed to facilitate the current activities of the Supervisory Board by preparing draft Supervisory Board recommendations and decisions with regard to their own motions or the motions presented by the Management Board.
The following Supervisory Board committees operate in Santander Bank Polska S.A.: Audit and Compliance Committee, Risk Committee, Nominations Committee and Remuneration Committee. The responsibilities of these committees are set out in their respective terms of reference introduced by virtue of the Supervisory Board resolutions.
The membership of the Supervisory Board committees is presented below.
The operations of the Supervisory Board committees in the last year will be presented in the report on activities of the Supervisory Board in 2020, which will be submitted to the next General Meeting of Santander Bank Polska S.A. and published in due course before that meeting.
In 2020, the Committee exercised ongoing oversight of the bank’s financial reporting and reviewed key controls, particular financial, operational, and regulatory compliance controls. As part of monitoring of the internal audit function, compliance function and control function, the Committee obtained information required to assess the effectiveness and efficiency of the internal control system and presented a relevant opinion to the Supervisory Board in this respect, noting that the system is adequate and effective in the context of the assessment criteria established by the Management Board and approved by the Supervisory Board. Likewise, the Committee deemed the risk management system of the bank to be adequate and effective.
The Committee conducted an ongoing review of matters within its remit, including regulatory, compliance, corporate governance, bancassurance and anti-money laundering issues, ICM/SOX certification, Respect and Dignity Policy (breaches reported in confidence by employees) and other supervisory matters.
In 2020, the Committee regularly supervised the activities of the Internal Audit Area and positively assessed its operations in 2019, concluding that the Area was independent of other functions and that its operations were appropriate, effective and efficient.
Pursuant to its terms of reference, the Audit and Compliance Committee should convene at least four times per year at dates corresponding to the reporting and audit cycle. Additional meetings are held when necessary. In 2020, eight Committee meetings were held.
As at 31 December 2020, all members of the Audit and Compliance Committee met the independence criteria in accordance with the bank’s Statutes and the Act of 11 May 2017 on statutory auditors, audit firms and public oversight.
The following Committee members have knowledge and skills in the area of accounting or auditing:
· Danuta Dąbrowska: ACCA certificate and membership since 1999.
· Dominika Bettman: degree in economics and extensive professional experience gained in previous positions, including as CFO at companies from Siemens Group.
· David Hexter: degree in economics, professional experience gained in executive positions in financial institutions.
The following Committee members have knowledge and skills in the area of banking:
· David Hexter: competencies gained in executive positions in the banking and financial services sectors, including in Citibank and the EBRD.
· Dominika Bettman: competencies gained as the Member of the Supervisory Board of Eurobank S.A.
Apart from the Committee members, the regular attendees also include representatives of the bank’s Auditor, the Vice President of the Management Board in charge of the Risk Management Division, the member of the Management Board in charge of the Financial Accounting and Control Division, the member of the Management Board in charge of the Financial Management Division, the Head of the Internal Audit Area and the Bank Director in charge of the Legal and Compliance Division. Other members of the Management Board and executives are also invited to attend the Committee meetings to present reports and discuss issues related to the areas under their management.
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The Risk Committee convenes at least four times per year at dates corresponding to the reporting and audit cycle. Additional meetings are held when necessary. In 2020, six Committee meetings were held.
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The Nominations Committee holds regular meetings four times a year, as per the schedule agreed upon at the beginning of the year. Additional meetings are held when necessary. In 2020, four Committee meetings were held.
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The Committee
holds regular meetings four times a year, as per the schedule agreed upon at
the beginning of the year.
Additional meetings are held when necessary. In 2020, four Committee meetings
were held.
Members of the Management Board of Santander Bank Polska S.A. are appointed and removed in accordance with the Commercial Companies Code, Banking Law and the bank’s Statutes.
The bank’s Management Board consists of at least three persons (including the Management Board President) appointed by the Supervisory Board for a joint three-year term of office. At least half of the Management Board members (including the Management Board President) are required to speak Polish, have a university degree, be permanent residents of Poland, have good knowledge of the Polish banking sector and experience of the Polish market to manage a Polish banking institution. Two Management Board members, including the Management Board President, are appointed with the approval of the KNF. Management Board members may be removed by the Supervisory Board or the General Meeting at any time.
The term of office of the Management Board member expires no later than on the date of the General Meeting held to approve the financial statements for the last full financial year in which the member served on the Management Board. It also expires as a result of the member's death, resignation or removal. The term of office of the Management Board member who was appointed before the end of the term of the Management Board expires at the same time as those of the remaining members.
All Management Board members are subject to the assessment of initial and ongoing individual suitability. The Management Board is also subject to the assessment of collective suitability. The foregoing processes are delivered in accordance with the Policy on suitability assessment of Management Board members and key function holders in Santander Bank Polska S.A. developed in line with the Joint Guidelines of the European Securities and Markets Authority and the European Banking Authority no. EBA/GL/2017/12, Regulation of the Minister of Finance of 7 May 2018 on specific tasks of the nomination committees in significant banks, and other applicable laws, in particular the Banking Law Act and the Commercial Companies Code. The assessment is also conducted according to the Suitability assessment methodology for members of governing bodies of entities supervised by the KNF. The individual and collective suitability assessments are conducted at least once a year and as required under the above-mentioned Policy, e.g. when candidates are proposed for the Management Board positions (in this case, the assessment should be generally performed before the formal appointment), when membership of the Management Board changes or when the bank’s business model is significantly modified.
In 2020, the individual suitability of Management Board members and the collective suitability of the Management Board were assessed. The results confirmed that each member of the Management Board and the Management Board as a whole have appropriate knowledge and skills to perform their functions.
Pursuant to Article 22b(1) of the Banking Law Act, the Management Board President and the Management Board member in charge of material risk management are appointed with the approval of the KNF. Such approval was required in relation to the appointment of Michał Gajewski as the President of the Management Board and Andrzej Burliga as the Vice President of the Management Board in charge of the Risk Management Division and the Business Intelligence Area.
The Management Board of Santander Bank Polska S.A. manages and represents the bank.
The Management Board takes decisions to raise obligations or transfer assets where the total value for one entity exceeds 5% of the bank’s own funds. It may also, by way of resolution, delegate its powers to refer such decisions to other committees or persons at the bank. The Management Board members run the bank’s affairs jointly, and in particular: define the bank’s mission, set long-term action plans and strategic objectives, prepare assumptions for the bank’s business and financial plans, approve proposed plans and monitor their performance, regularly report to the Supervisory Board on the bank’s position in the scope and at the dates agreed with the Supervisory Board, appoint permanent or ad hoc committees and designate individuals responsible for managing the work of such committees. The committees are composed of both Management Board members and persons from outside the Management Board.
Management Board members acting severally do not have any specific powers and cannot take decisions on issuing or redeeming shares.
Permanent committees operating at the bank include:
The Management Board operations are primarily governed by Banking Law, the Commercial Companies Code, the bank’s Statutes and the Terms of Reference of the Management Board, available on the bank’s website.
According to the bank’s Statutes, the following individuals are authorised to represent and bind the bank: a) the Management Board President acting individually, and b) two members of the Management Board acting jointly, or a member of the Management Board acting jointly with a commercial representative (prokurent), or two commercial representatives acting jointly. Attorneys may be appointed and authorised to act individually or jointly with any of the persons indicated in b) or with another appointed and authorised attorney.
The Management Board deals with all issues which have not been restricted to the remit of the General Meeting or the Supervisory Board. The Management Board takes decisions in the form of resolutions which are adopted by an absolute majority of votes in open voting.
Secret ballots may be held in cases stipulated by law, in personal matters or at the request of any Management Board member accepted by the Management Board in a secret vote. Management Board meetings are held as required. The Management Board members convene in a single location, or in different locations using remote communication channels.
The table below presents the composition of the Management Board of Santander Bank Polska S.A. as at 31 December 2020 and 31 December 2019 and the roles and responsibilities of its members. The bank’s organisational structure is presented in Chapter X “Organisational and Infrastructure Development”.
All members sitting on the bank’s Management Board as at 31 December 2020 were appointed by the Supervisory Board for a joint three-year term of office on 16 May 2018, except for Patryk Nowakowski, who joined the Management Board on 5 June 2019. Compared to 31 December 2019, the Management Board composition did not change.
The professional activities of the Management Board members focused on the performance of obligations connected with their role in the Management Board. The Management Board members complied with the limitation of the positions held with other companies, as stipulated in Article 22aa of the Banking Law Act. The succession of the Management Board members and the continued delivery of the business processes at the senior management levels is ensured by the Nomination and Succession Planning Policy for Management Board Members and Key Function Holders at Santander Bank Polska S.A. and the succession plans in place.
The information about the academic background and professional experience of the bank’s Management Board members is presented below. The extended version is also published on the bank’s website at https://www.santander.pl/relacje-inwestorskie/spolka/zarzad/zarzad-banku-bz-wbk-sa.html.
As at 31 December 2020, the remuneration for the Supervisory Board members was set in accordance with the Remuneration Policy for Members of the Supervisory Board of Santander Bank Polska S.A., which was adopted by virtue of Resolution no. 49 of the Annual General Meeting of 22 June 2020. The foregoing policy complies with EU regulations, Polish laws and corporate governance principles for supervised entities.
The remuneration of members of the Supervisory Board of Santander Bank Polska S.A. is set by the bank’s General Meeting, depending on the function performed on the Supervisory Board, membership of the Supervisory Board Committees and the related additional tasks performed. The General Meeting may authorise the Supervisory Board to determine additional remuneration for the Supervisory Board members entrusted with ongoing individual oversight. The remuneration for Supervisory Board members is paid in cash only.
No additional discretionary pension benefits or early retirement programmes are envisaged for the Supervisory Board members.
The amount of remuneration of Supervisory Board members is specified in AGM Resolution no. 50 of 22 June 2020. Members of the Supervisory Board are paid monthly remuneration for performing their role on the Supervisory Board and additional remuneration for participating in each of the meetings of the Supervisory Board Committees on which they sit. The following four members of the Supervisory Board related to Santander Group did not receive remuneration: Gerry Byrne, José García Cantera, Isabel Guerreiro i José Luis de Mora.
The table below presents the remuneration paid to members of the Supervisory Board of Santander Bank Polska S.A. in 2019 and 2020.
1) |
Gerry Byrne, José Manuel Campa, José García Cantera and José Luis de Mora did not receive remuneration for their membership of the Supervisory Board. |
2) |
Changes to the composition of the Supervisory Board in 2020 are presented above in “Supervisory Board”. |
John Power additionally received PLN 45.4k in 2020 (PLN 44.3k in 2019) for his membership of the Supervisory Board of the bank’s subsidiary. No other Supervisory Board member sat on the boards of subsidiaries or associates of Santander Bank Polska S.A.
In 2019, John Power was also paid the remuneration of PLN 1,720.6k as he single-handedly supervised the integration of an organised part of Deutsche Bank Polska S.A. into the structures of Santander Bank Polska S.A.
The rules regarding fixed and variable components of remuneration for the Management Board members are set out in the Remuneration Policy for Members of the Management Board of Santander Bank Polska S.A. introduced by virtue of Supervisory Board Resolution no. 49 of 22 June 2020 and in the Remuneration Policy of Santander Bank Polska Group updated in May 2020.
In 2020, the provisions of the above-mentioned regulations relating to Management Board members were brought in line with the requirements of the Act of 16 October 2019 amending the Act on public offering, conditions for introducing financial instruments to organised trading, and on public companies, and certain other acts.
The Management Board members signed employment contracts with Santander Bank Polska S.A. for the current term of office. The contractual terms and conditions comply with general laws and internal regulations, in particular with the Remuneration Policy for Members of the Management Board of Santander Bank Polska S.A. The Management Board members also signed agreements prohibiting competitive activity after termination of their employment with Santander Bank Polska S.A.
A Management Board member who is not appointed for a new term of office or is removed from the Board is entitled to one-off severance pay. It does not apply to Management Board members who accept a new role in the bank, are removed due to gross negligence, resign or are not granted discharge.
Santander Bank Polska S.A. does not have an obligation to pay pension or other similar benefits to former members of the Management Board and Supervisory Boards.
Pursuant to the Statutes of Santander Bank Polska S.A. and the aforementioned regulations, the remuneration of the President and members of the Management Board is set by the Supervisory Board, taking into account recommendations of the Remuneration Committee. The Committee defines the remuneration policy in respect of Management Board members and individual terms and conditions as part of remuneration packages for each Management Board member.
Fixed remuneration includes base salary, additional benefits specified in the internal awarding regulations (e.g. health insurance) and severance pay and compensation arising from external regulations.
When determining the amount of the base salary of a Management Board member, the following criteria are specifically taken into account: function performed, scope of organisational responsibility at the bank, qualifications and professional experience and market competitiveness of the remuneration offered. No additional discretionary pension benefits or early retirement programmes are envisaged for the Management Board members.
The table below presents the total remuneration and additional benefits received by members of the Management Board of Santander Bank Polska S.A. in 2020 and 2019 for their membership of the Management Board.
1) |
Changes to the composition of the Management Board in 2020 are presented above in “Management Board”. |
2) |
Additional benefits received by the Management Board members include, among other things, life insurance cover without pension option and, in case of Juan de Porras Aguirre and Carlos Polaino Izquierdo, also medical cover, accommodation, travel expenses and school fees. |
In 2019, Management Board members were paid allowances in lieu of annual leave of PLN 309.8k. In 2020, no such allowance was paid.
In neither of the analysed periods did Management Board members receive remuneration for their membership of the governing bodies of the subsidiaries or associates.
The general rules for determining variable remuneration for Management Board members of Santander Bank Polska S.A. are laid down in the Remuneration Policy of Member of the Management Board of Santander Bank Polska Group, and defined in more detail in the Remuneration Policy of Santander Bank Polska Group.
The annual bonus of a Management Board member depends on the annual base bonus, the availability of the bonus pool and the overall evaluation of the Management Board member’s performance.
Variable remuneration is awarded to the Management Board members based on the evaluation of their performance. The selection of metrics (as well as their granularity) for individual Management Board members takes into account their individual duties and responsibilities in the process of managing the bank.
Based on the actual metrics and evaluation of performance against objectives under WHAT, HOW and RISK categories as well as relevant weights assigned to them, the rating is established and adjusted by a multiplier, which arises, among other things, from assessment of performance against a three-year horizon, as proposed by the Supervisory Board Remuneration Committee and approved by the Supervisory Board.
The base bonus is set on the basis of an individual scope of responsibility, taking into account market conditions and other criteria. Each year, the Remuneration Committee reviews the performance of each Management Board member in line with a separate policy and a detailed procedure for evaluating the performance of the Management Board members. The final decision on the amount of the annual bonus for the Management Board members is taken by the Supervisory Board based on the Committee’s recommendation.
The level of the annual bonus is determined on the basis of global quantitative and qualitative indicators and potential adjustments in respect of unexpected events. The indicators are set in accordance with the bank’s financial plan and strategic goals and take into account risk management requirements. The bank’s performance used to define variable components of remuneration takes into account the cost of credit, the cost of capital, and liquidity risk in a long-term perspective.
The total variable remuneration paid to Management Board members and material risk takers for a given calendar year cannot exceed 100% of the total fixed remuneration paid. However, in exceptional cases, this limit may be increased up to 200% of fixed remuneration subject to the approval of the bank’s General Meeting.
Variable remuneration is awarded in accordance with bonus regulations and paid in cash or financial instruments (shares or related instruments such as phantom stock). The remuneration paid in financial instruments may not be lower than 50% of the total amount of variable remuneration. Payment of min. 40% of variable remuneration (min. 60% in the case of variable remuneration exceeding an equivalent of EUR 1m) is conditional and deferred for the period of at least three years. It is paid in arrears in equal annual instalments, unless there are reasons for reduction or non-payment.
The Management Board members may also receive variable remuneration provided for in the long-term incentive programmes designed to reinforce the connection between the long-term financial effectiveness of the bank, expectations of shareholders and awards for executives while adhering to market standards. Subject to certain criteria, the programmes enable their participants to take up a certain number of the bank's shares.
The table below presents awards paid to the Management Board members in 2020 and 2019.
Pursuant to the remuneration system applicable at the bank, Management Board members may be conditionally entitled to a bonus for 2020 which would be paid in part in 2021 and thereafter, if specific criteria are met. As at the date of these financial statements, the Supervisory Board did not take a decision in this respect.
In 2020, Santander Bank Polska S.A. settled the sixth edition of the three-year incentive programme (Incentive Programme) addressed to the employees of the bank and its subsidiaries who contributed significantly to an increase in the value of the organisation.
The programme was launched on the basis of the AGM resolution of 17 May 2017. Its main goal was to retain the best managers and effectively motivate them by ensuring a competitive and balanced remuneration package. In the long-term perspective, the programme supported implementation of quantitative indicators (compound annual growth rate of PAT, and the average value of RoRWA), and qualitative indicators (customer satisfaction and employee engagement) at the level indicated by the Supervisory Board.
The programme covered all Management Board members and employees of Santander Bank Polska Group designated by the Management Board and approved by the Supervisory Board (including the bank’s material risk takers, i.e. identified participants), no more than 250 persons in total.
On 20 February 2020, the Supervisory Board confirmed fulfillment of the economic conditions triggering payment of the award. On 22 June 2020, the bank’s Annual General Meeting passed a resolution on raising the bank’s share capital by issuing series O shares, and approved the final list of participants in the programme (197 names).
The participants acquired series O shares in the number set out in the share subscription agreements concluded with the bank. The issue price of a series O share was PLN 10, and was equal to the nominal price. Each participant paid the amount calculated as the product of the awarded shares and their issue price.
Following registration of the share capital by the competent registry court, and registration of the newly issued shares by the Central Securities Depository of Poland, all the 101,009 series O shares were admitted and introduced to trading on the Warsaw Stock Exchange, and recorded on the securities accounts indicated by the participants. This formally ended the settlement process of the 6th Incentive Programme.
As at the release dates of the Annual Report of Santander Bank Polska Group for 2020, the interim report for Q3 2020 and the Annual Report for 2019, none of the members of the Supervisory Board held any shares or attached conditional rights to shares of Santander Bank Polska S.A.
The table below shows shares and attached conditional rights to shares of Santander Bank Polska S.A. held by Management Board members as at the release dates of the reports for the periods ended 31 December 2020, 30 September 2020, and 31 December 2019.
1) |
Changes to the composition of the Management Board in 2020 are presented above in “Management Board”. |
2) |
The number of conditional rights to shares granted to members of the Management Board of Santander Bank Polska S.A. as part of the 6th Incentive Programme changed as a result of recalculation made under the Supervisory Board’s resolution of 20 February 2020 on satisfaction of the criteria for granting annual awards to the participants for individual years of the programme. As at 27 October 2020, performance shares were awarded but not registered in the brokerage accounts of the programme participants. |
3) |
The number of shares as at 23 February 2020 (release date of the Annual Report for 2020) includes the shares taken up as part of the 6th Incentive Programme. |
The remuneration policy of Santander Bank Polska S.A., which provides for variable components of remuneration paid to material risk takers (identified employees), has an overall objective to incentivise employees to meet short-, medium- and long-term objectives of the Group, exceed plans, and achieve progress in individual performance.
The criteria that affect the type and amount of fixed and variable remuneration paid to the Management Board members were defined so as to support the delivery of the bank’s business strategy, long-term interests and stability, in particular by:
· setting annual objectives in accordance with the bank’s financial and strategic plans, and assessing the performance of individual Management Board members;
· applying a flexible remuneration policy by maintaining a proper balance between fixed and variable components;
· awarding part of remuneration in the form of financial instruments and deferring payment of variable remuneration for a minimum of three years (with an option to extend that period to five years) ensuring that the bank’s financial performance has influence on remuneration in the long-term perspective;
· applying malus clauses ensuring proper and effective risk management and discouraging excessive taking of risk which might materialise in the deferral period;
· awarding the variable components of remuneration only if it does not represent any threat to the solid capital base of the bank or the Group in the long-term horizon.
· introducing long-term incentive programmes to support delivery of the bank’s strategy in a three-year perspective (“Performance Shares” programme).
Variable remuneration of identified persons (including the Management Board members) depends on assessment of their individual performance and on the results of their organisational unit, area under management and the bank. The individual performance is assessed in accordance with the standard procedure, based on financial and non-financial criteria. The performance review covers the period of minimum three years and takes into account the bank’s economic cycle and business risk. At least 50% of variable remuneration is paid in the form of phantom stock based on the bank’s shares. In addition, at least 40% of variable remuneration is deferred for a minimum of
three years, and payment of each deferred portion is determined by the absence of negative premises that would prevent or reduce the payment.
Santander Bank Polska Group has a formal process in place for identification, assessment and ex-post review of performance resulting in adjustment of the variable remuneration for employees categorised as material risk takers and other employees subject to those regulations.
The variable components of remuneration for the identified employees responsible for risk management, compliance with the law, internal regulations and market standards, and internal audit are reviewed and monitored by the Remuneration Committee of the Supervisory Board. Variable remuneration of the heads of the compliance and internal audit areas is approved by the Supervisory Board.
In addition, Management Board members and key employees may receive awards under long-term incentive programmes (and take up the bank’s shares at their nominal value). The purpose of these programmes is to retain the above-mentioned staff and improve the efficiency and value of the organisation. The programmes set out in detail the criteria that must be met by the Management Board members and other participants for an award to be granted, and the right of the bank’s Supervisory Board to change the terms and conditions of the incentive programme, e.g. in the event of any substantial deterioration of the financial standing or the risk profile. In 2020, the bank completed the 6th Incentive Programme described above in the section on the “Performance Shares” programme.
Loans and advances granted by Santander Bank Polska S.A. to the bank’s managers and their relatives totalled PLN 6,528k as at 31 December 2020 vs PLN 9,316k as at 31 December 2019. These facilities were sanctioned on regular terms.
Deposits placed with Santander Bank Polska S.A. by the bank’s executives and their relatives totalled PLN 18,351k as at 31 December 2020 (PLN 16,516k as at 31 December 2019).
Provisions for employee benefits of PLN 42,614k (PLN 52,702k in 2019) disclosed in Note 54 to the Consolidated Financial Statements of Santander Bank Polska Group for 2020 also include provisions for unused holidays related to members of the bank’s Management Board.
Santander Bank Polska S.A. complies with the laws on diversity, inclusion and equal opportunities. It is committed to promoting diversity in accordance with best practice and ensuring equal treatment of employees and other stakeholders regardless of their gender, age, education, health conditions, race, religion, national or ethnic origin, political beliefs, trade union membership, family status or sexual orientation.
Aspects such as respect for individuality, promotion of equal treatment and the prevention of discrimination are addressed by a number of policies and procedures applicable at the bank, including the Sustainability Policy, the Human Rights Policy, the Respect and Dignity Policy and the Corporate Culture Policy of Santander Bank Polska Group. These policies are described in “Protection and promotion of diversity” of Section 4 “Employee Policies and their Outcomes” in Chapter XIV “Statement on Non-Financial Information for 2020”.
As a signatory to the Diversity Charter (the international initiative supported by the European Commission), Santander Bank Polska S.A. committed itself to respecting and promoting diversity.
Diversity and inclusion is the foundation of the Group’s corporate culture and is seen as the source of its strength and competitive advantage. It is also addressed and recognised in the workplace, product offering, customer service and relationships with other stakeholders.
The principles supporting diversity and equal treatment are applied at each stage of the employee lifecycle, starting from recruitment and throughout the employee’s time with the organisation (terms of employment, access to training and development initiatives, promotion opportunities) to the termination of employment with the bank.
The bank ensures equal treatment of female and male employees by monitoring differences in remuneration using the EPG (Equal Pay Gap) and GPG (Gender Pay Gap) indicators.
As part of diversity management, the Group aspires to have a balanced representation between men and women in all functions and responsibilities, including on management and supervisory bodies. In 2020, as part of the bank-wide Santander Women project, a series of educational and development workshops were held (“You’ve got the power”/ “Masz tę moc” and “Mastermind”) to inspire women to learn about their strengths, develop their leadership skills and share experience.
The bank also supports women by cooperating with such institutions as Vital Voices Poland or the Lesław Paga Foundation. Female leaders from the bank act as mentors and actively participate in conferences and discussion panels.
As part of its diversity and inclusion agenda, the bank takes measures to provide barrier-free banking for disabled customers and raise their awareness of existing facilities and enhancements (in cooperation with the Polska bez Barier Foundation).
The Differently Abled (Różnosprawni) project run by the bank supports the creation of an inclusive and diverse work environment by employing people with disabilities and raising awareness of employees and managers about the rights and needs of the disabled.
The Group has prevention and intervention measures in place with respect to discrimination and misconduct, including channels and procedures for reporting/ analysing suspected violation of law, procedures, standards and employee relationships.
The bank’s initiatives related to diversity are recognised by the market, as confirmed by the “Equal Company 2020” certificate granted by the Forbes Women magazine.
The bank pursues its diversity strategy with respect to selection, assessment of competencies and succession of members of supervisory and management bodies. Not only does it strive to ensure that members of the Management and Supervisory Boards have a wide range of capabilities, professional skills, adequate experience and good reputation, but it is also committed to having a balanced representation between men and women on these boards, while ensuring diversity in terms of age, academic and professional background and geographical origin.
The Management Board Diversity Policy of Santander Bank Polska S.A. promotes diversity among the Management Board members in terms of their qualities and skills to ensure different perspectives and experience needed to support independent judgment and informed decision making based on a selection of suitable criteria. This Policy is based on the Joint ESMA and EBA Guidelines on the assessment of the suitability of members of the management body and key function holders EBA/GL/2017/12 and complies with the applicable laws, including Banking Law Act and Commercial Companies Code.
Pursuant to the above Policy, the Supervisory Board strives to achieve minimum 30% female representation on the Management Board by 2025 and increase diversity in terms of age and geographical provenance.
Furthermore, the Appointment and Succession Policy for Management Board Members and Key Function Holders of Santander Bank Polska S.A. is to ensure the continuity of business processes delivered by senior managers, while achieving the best possible balance of gender, knowledge, skills and experience.
The diversity of the Supervisory Board is governed by the Policy on the Suitability Assessment of the Supervisory Board Members in Santander Bank Polska S.A. and the Nomination and Succession Planning Policy for Supervisory Board Members in Santander Bank Polska S.A., which require that – apart from having adequate education, professional experience and good repute – the candidates for the Supervisory Board and the Management Board positions should possess a wide spectrum of features and skills and independence of mind. Moreover, the former Policy sets out an objective of 30% female representation on the Supervisory Board by 2025.
To ensure min. 30% share of women on the Management and Supervisory Boards, the Nominations Committee of the Supervisory Board takes into account all personnel of Santander Group and business objectives related to cross-border activities. Further to this, it takes measures to ensure that the succession plans include an appropriate percentage of women to achieve the set objective and that the women considered in such plans are ready to take up their role within the prescribed time frame.
As at 31 December 2020, there were four women on the bank’s Supervisory Board: Danuta Dąbrowska, Dominika Bettman, Isabel Guerreiro and Marynika Woroszylska-Sapieha (40% of membership) and one woman on the Management Board: Dorota Strojkowska, Head of the Business Partnership Division (11% of membership). Women accounted for 26% of the supervisory and management bodies and 22% of the key management. In the senior management category they had 50% share and 57% share in the medium level management.
The current composition of the Supervisory and Management Boards ensures diversity in terms of gender, age, experience and academic background. The tables and graphs below show diversity levels at the bank:
Santander Bank Polska Group has an internal control system in place which, together with the risk management system (described in Chapter XII “Risk and Capital Management”), is a fundamental element of the Group’s management system.
The internal control system supports decision-making processes, contributes to an increase in operational efficiency of the organisation, and ensures adherence to risk management principles, laws, internal regulations and standards, regulatory requirements and best market practice. The effective system allows the bank to ensure the reliability of financial reporting and its compliance with laws, international standards, internal regulations and supervisory recommendations.
The bank’s Management Board is responsible for developing and implementing an effective internal control system in all organisational units, and for updating internal regulations and establishing adequacy and effectiveness criteria for evaluating that system. Its role is to ensure continuity of the system and to verify control mechanisms and procedures, as well as to define and take relevant measures to remove any deficiencies after they are identified. The Supervisory Board monitors the effectiveness of the internal control system and performs annual assessment of adequacy and effectiveness of the control function based on the opinion of the Audit and Compliance Committee.
The internal control system of Santander Bank Polska S.A. is tailored to the organisational structure, risk management system and market environment. It covers the Business Support Centre, branches, partner outlets and subsidiaries. It includes but is not limited to:
· a control function, which includes positions, task forces and organisational units which are responsible for ensuring that the control mechanisms defined as part of such processes as Operational Risk Self-assessment are properly implemented (for more information, see Chapter XII “Risk and Capital Management”);
· a compliance function, which is a separate organisational unit (Compliance Area and Anti-Money Laundering Deparment) whose goal is to support Santander Bank Polska Group’s executives in managing compliance risks to ensure that the Group adheres to laws, regulatory requirements and best practices;
· an internal audit function, i.e. an independent and unbiased organisational unit (Internal Audit Department), which assesses the adequacy and effectiveness of the risk management and internal control system as part of the first and second line of defence, reports critical deficiencies (significant weaknesses) to the bank’s Management Board and to the Supervisory Board or its Audit and Compliance Committees, and recommends measures to be taken to improve existing processes.
The internal control and risk management systems are based on three lines of defence.
Three lines of defence in the internal control and risk management systems
The Internal Control System Policy of Santander Bank Polska S.A. defines, among other things, the objective, structure and scope of the internal control system. Detailed regulations describe responsibilities as part of the internal control system, rules for identifying processes and risks that are material from the point of view of the control environment, along with their control mechanisms, risk control mechanisms and inspections carried out as part of independent monitoring of control mechanisms. The purpose of monitoring, testing and reporting is to ensure that the control environment is effective in terms of design and operation of the controls, and to strengthen the control culture at all levels within the organisation.
Each organisational unit operates in line with its terms of reference approved by the head of the division. The document defines the roles and responsibilities within each business area. The Group’s internal control system enables regular verification of control mechanisms in terms of their effectiveness. The results are escalated to and reviewed by the bank’s Management Board and the Audit and Compliance Committee of the Supervisory Board of Santander Bank Polska S.A.
One of the key objectives of the internal control system is to ensure full accuracy and credibility of financial reporting.
Preparation of financial data for the purpose of reporting is automated and based on the consolidated General Ledger and Data Warehouse. The underpinning IT systems are regularly reviewed and tested in terms of conformity to IT architecture and cybersecurity requirements and strictly controlled in terms of integrity and security of information.
Data inputs in the source systems are subject to formal operational and approval procedures which define the responsibilities of individual staff members. Data processing for the purpose of financial reporting is subject to relevant control mechanisms and covered by specialist internal controls whose objective is to monitor and test the correctness and accuracy of data. Any manual corrections or management overrides are also under strict control. Santander Bank Polska Group has a business continuity plan in place, which covers all IT systems used to prepare financial reports. The plan is updated on an ongoing basis.
To manage risk associated with the preparation of financial statements, the bank monitors legal and regulatory changes to reporting obligations and updates its accounting principles and disclosures accordingly. The bank, through its representatives sitting on the supervisory boards of individual subsidiaries, exercises oversight of its consolidated entities.
Financial statements are approved by the Disclosure Committee, which is responsible for ensuring that the financial disclosures of Santander Bank Polska Group comply with all legal and regulatory requirements before they are released.
The bank’s management confirms that the control mechanisms in place effectively mitigate the risk of any failure to identify any material error in the financial statements.
The effectiveness of control mechanisms related to financial reporting is additionally assessed by an independent external auditor as part of the annual certification process for compliance with the Sarbanes-Oxley Act.
In the light of the Sarbanes-Oxley Act, Santander Bank Polska Group operates as a material and independent organisation within the structure of Santander Group and as such is required to implement, maintain and assess the effectiveness of the internal control environment pursuant to the above-mentioned act.
The certification process for compliance with the Sarbanes-Oxley Act in 2020 covered all key business areas of Santander Bank Polska S.A. and was carried out using solutions and methodology based on Santander Group’s approach. The scope of testing included risk factors which were particularly significant for the reliability and accuracy of financial statements, taking into account the local control environment.
In view of the requirements arising from external regulations, Santander Bank Polska S.A. took measures to ensure that its internal control system complies with the Volcker Rule (section 619 of Dodd-Frank Wall Street Reform and Consumer Protection Act), RDA/RRF (Basel Committee on Banking Supervision 239: Principles for effective risk data aggregation and risk reporting), the Regulation of the Minister of Finance on the risk management system, internal control system, remuneration policy and detailed method of internal capital estimation in banks, and KNF’s Recommendation H on the internal control system in banks.
The assessment of the design and effectiveness of the internal control system covers all available information and related recommendations, including audit and post-inspection recommendations. Results of assessments and tests form the basis for the bank's management to make representations on the effectiveness of the control environment.
As part of the SOX certification process for 2020, the bank's management confirmed that no incidents had been identified in Santander Bank Polska Group which could significantly affect the relevant processes or threaten the effectiveness of the internal control over financial reporting.
In accordance with the bank’s Statutes and applicable regulations, on 13 December 2019 the bank’s Supervisory Board adopted Resolution no. 83/2019 re-appointing PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k. (PwC) to:
· review the bank’s financial statements and the Group’s consolidated financial statements for H1 2020;
· audit the bank’s financial statements and the Group’s consolidated financial statements for 2020.
On 16 June 2020, the bank signed an agreement with PwC on the audit and review of financial statements for the above-mentioned periods. On 12 November 2020, an annex to the agreement was signed. The audit firm has been providing services to the bank since 2016.
The bank has used advice services provided by this firm and other entities from the PwC network. In the bank's view, the above services do not affect the impartiality or independence of the auditor.
Santander Bank Polska S.A. and Banco Santander S.A. retain auditors from the same network, which ensures a consistent approach to the audit process across Santander Group.
Santander Bank Polska S.A. selects the entity authorised to audit financial statements pursuant to the Policy of Auditor Selection recommended by the Audit and Compliance Committee, adopted by the Supervisory Board on 4 October 2017 and amended on 25 April 2019. The Policy complies with Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and the Polish Act of 11 May 2017 on statutory auditors, audit firms and public supervision.
A decision to appoint or re-appoint an auditor to review the bank’s and the Group’s financial statements is made by the bank’s Supervisory Board based on the recommendation of the Audit and Compliance Committee.
Pursuant to the Policy of Auditor Selection at Santander Bank Polska S.A., the bank selects an entity authorised to audit financial statements pursuant to the following rules:
· The bank and the Committee may invite any audit firm to place bids for carrying out statutory audits on condition of a four-year cooling-off period after the end of the relationship following the expiry of the maximum duration of the engagement.
· An audit firm is selected taking into account findings and conclusions made in the final report of the Audit Supervision Authority (KNA) published on its website.
v In the case of initial engagement of an auditor: |
v In the case of reappointment of the auditor: |
ü at least two audit firms to choose from, along with the rationale and the Committee’s justified preference for one of them; ü competencies of the audit firms and their ability to perform the required services; ü independence of the auditor; ü legal requirements; ü consistency and effectiveness of the audit from the Group’s perspective as well as from the higher-level consolidation perspective; ü comparison of individual proposals in accordance with the agreed criteria, having regard to the weights allocated on the basis of a relevant questionnaire. |
ü assessment of the quality of services provided to date; ü independence of the auditor; ü legal requirements; ü consistency and efficiency of the audit from local Group perspective as as well as from the higher level consolidation perspective. |
· The Audit and Compliance Committee’s recommendation regarding the selection of an auditor takes into consideration the following aspects where applicable:
· The same auditor is appointed for the audit of financial statements of the bank and consolidated financial statements of the Group. The same auditor may be appointed to perform all other audit-related services for the bank and the Group.
· The bank/ the Group complies with the applicable laws with respect to the minimum and maximum duration of an audit engagement and the minimum cooling-off period.
As part of statutory measures aimed at prevention and containment of Covid-19 and other contagious diseases and management of crisis situations caused by them, the Act on statutory auditors was amended on 31 March 2020, whereby the mandatory 5-year audit firm rotation for public interest entities was repealed. Currently, EU Regulation No 537/20141 is directly applicable, stipulating that the maximum engagement of the same audit firm cannot exceed 10 years.
The recommendation issued by the Audit and Compliance Committee before the appointment of PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k. (formerly: PricewaterhouseCoopers Sp. z o.o.) to review and audit the financial statements of Santander Bank Polska S.A. and Santander Bank Polska Group for 2019 and 2020 met all the required criteria and was presented to the Supervisory Board as part of the selection procedure carried out in accordance with the applicable principles (re-appointment of the auditor). The process included, among other things, the assessment of PwC’s independence and the quality of services provided to date.
The table below shows the remuneration paid to PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k. in 2020 and 2019 for audit of the financial statements of Santander Bank Polska S.A. and its subsidiaries, and for audit-related services and other permitted assurance services rendered under the agreements in place.
The rules for provision of permitted non-audit services by the audit firm performing the audit, entities connected with the audit firm or by a member of the audit firm network are laid down in the Policy for non-audit services reviewed and recommended by the Audit and Compliance Committee and approved by the Supervisory Board on 4 October 2017 (and subsequently amended on 23 September 2020). The Policy complies with the Act of 11 May 2017 on statutory auditors, audit firms and public oversight.
Pursuant to the Policy:
· Appointment of the auditor to render audit-related or permitted non-audit services is subject to approval by the Audit and Compliance Committee. Before that, an assessment is made to check if such services will not impact the independence of the auditor.
· When the statutory auditor or the audit firm provides permitted non-audit services to the audited entity, its parent undertaking or its controlled undertakings, for a period of three or more consecutive financial years, the total fees for such services shall be limited to no more than 70% of the average of the fees paid in the last three consecutive financial years for the statutory audit(s) of the audited entity and, where applicable, of its parent undertaking, of its controlled undertakings and of the consolidated financial statements of that group of undertakings. The above limit does not apply if the auditor has not rendered non-audit services for at least one year.
The Policy also specifies the scope of permitted services (i.e. services which, under the existing regulations, the statutory auditor auditing the financial statements of the bank/ Group can provide when carrying out the statutory audit): i) audit-related services (such as review of interim financial statements of the bank/ Group, assurance services); ii) non-audit services (such as specific advisory services).
The Policy also lists prohibited services. Specifically, the auditor may not:
· audit and/or review its own work (self-review).
· perform a management role in the audited company or in relation to the services provided (management functions).
· represent the audited company or Group (advocacy).
Once a year, before the conclusion of the audit of the Group’s annual financial statements, aggregated information on non-audit services is sent to the Audit and Compliance Committee for verification of their potential impact on the auditor’s independence and objectivity.
In 2020, PwC, the audit firm appointed to audit the financial statements of Santander Bank Polska S.A. and its Group for 2019 and 2020 (along with other entities from the PWC network) provided the following permitted non-audit services:
ü review of interim financial statements of the bank/ Group;
ü verification of consolidation packs;
ü verification of disclosure in respect of capital adequacy;
ü verification of report on remuneration of the Management Board and the Supervisory Board;
ü services connected with an issue prospectus;
ü assurance services related to custody of customers’ assets and disclosures regarding variable remuneration.
The Audit and Compliance Committee approved the appointment of PwC and other entities from its network to provide the foregoing permitted non-audit services. Before the relevant recommendations were presented to the Supervisory Board, the independence of the auditor had been verified with a positive outcome.
The table below displays cases pending before court with regard to claims made by or against the bank or its subsidiaries as at 31 December 2020 and 31 December 2019.
1) As at 31 December 2020, the following cases were brought against Santander Bank Polska Group:
· 4,189 lawsuits over loans indexed to/ denominated in CHF, with the disputed amount totalling PLN 847.0m
· 899 lawsuits relating to a partial reimbursement of arrangement fees on consumer loans.
For more information on legal proceedings, including disputes over foreign currency mortgage loans, see Note 48 “Contingent liabilities” to the Consolidated Financial Statements of Santander Bank Polska Group for 2020.
XIV. Statement on Non-Financial Information for 2020
This Statement on Non-Financial Information for 2020 has been prepared in accordance with Article 49b and Article 55 of the Polish Accounting Act.
It is compliant with the Global Reporting Initiative Standards: Core option, notably with regard to the presentation of ratios and selection of the topics relating to employees, social and environmental matters, human rights and anti-corruption.
The information presented in this statement refers to Santander Bank Polska S.A. and its Group, unless otherwise indicated.
In addition to this non-financial information, the Group also publishes CSR reports, which give a full picture of the bank’s social and environmental impact. These documents are available on the bank’s website (www.santander.pl), in the “Responsible Business” tab.
Santander Bank Polska S.A. is a universal bank which provides services to personal customers, businesses and institutions. The services provided by members of Santander Bank Polska Group are complementary to the bank’s services as they offer customers access to investment funds, insurance, lease and factoring products, and a wide range of consumer loans.
The Group’s strategy and business model are founded upon the concept of “Customer-centricity”, that is looking at each banking activity and process with the customer’s eyes. In this model, the bank and the Group leverage their different categories of capital to achieve the results and to affect the quality of people’s lives and the social and economic growth, in accordance with the lines of action mapped out by the UN Sustainable Development Goals 2015–2030. The bank uses, among other things, financial capital (e.g. deposits), human capital (e.g. employees), intellectual capital (licenses, processes), and social capital (e.g. relationships with stakeholders). In addition, like any other company, it draws on environmental capital (e.g. uses energy resources). By processing these capitals through its strategy, activities and products, it creates value not only for shareholders, but also for a wider group of stakeholders.
The pandemic, which dominated 2020, did not change the business model of the Group, but posed new challenges. All Group companies quickly adapted to the new circumstances by changing their way of working, among other things. The risk associated with the pandemic was closely monitored, with a particular focus on credit risk. Customers were provided with a wide range of support measures in relation to the economic impact of the Covid-19 pandemic, including solutions beyond the financial stimulus package introduced by the government. Remote channels were increasingly used to communicate with customers and their functionalities were dynamically developed.
The business model and the value creation process of Santander Bank Polska Group are presented in Chapter II “Basic Information about the Bank and Santander Bank Polska Group”, Section “Business Model of Santander Bank Polska Group”.
The business model allows the bank and the Group to contribute to the achievement of the UN Sustainable Development Goals 2015-30.
Key UN Sustainable Development Goals 2015–30 pursued by Santander Bank Polska Group
The Group also fulfils its commitments arising from the Principles for Responsible Banking. The above principles were proposed by the United Nations Environment Programme Finance Initiative and agreed with banking sector entities and non-governmental organisations. Santander Group took part in the development of the principles and was one of the signatories to the document announced in September 2019 in the United Nations Headquarters in New York.
The bank and the Group have a risk management system in place, which complies with the banking industry benchmark and legal and regulatory guidelines and recommendations.
The risk management system of Santander Bank Polska S.A. comprises the following:
· rules for risk estimation and management;
· processes for identification, measurement/ estimation and monitoring of actual and potential risks;
· risk mitigation limits and procedures applied in the case they are exceeded;
· a reporting system designed to monitor the risk level;
· an organisational structure adjusted to the size and profile of the risk incurred.
The risk management process comprises the following elements:
· risk identification;
· risk measurement/ assessment;
· risk control and monitoring;
· risk reporting;
· management actions.
Individual units within the first line of defence are responsible for identification, measurement, monitoring and mitigation of risks. Based on the overall risk level, a risk profile is defined. Risk appetite, together with a number of risk limits, is reflected in the Risk Appetite Statement adopted by the Management Board and approved by the Supervisory Board.
The risk management system covers the following significant risks:
· credit risk (including concentration risk)
· operational risk
· market risk (in the banking book and in the trading book)
· liquidity risk
· model risk
· reputational risk
· compliance risk
· business risk
· capital risk
· risk of excessive leverage.
From the point of view of negative impact of those risks on society, environment, employees, human rights and anti-corruption measures, particular importance is attached to operational risk, compliance risk and reputational risk. In addition, the bank has identified social and environmental risks (including climate risks) related to financing for customers from sensitive sectors.
As part of its risk management system, the bank exercises oversight of the risk inherent in the business of its subsidiaries as well as outsourcing risk.
The risk management standards and best practice are being harmonised across the Group in accordance with the proportionality principle, taking into account the nature of business of particular companies.
The key document on social and environmental risks is the Sustainability Policy, in which the bank has undertaken to make decisions with due regard to ethical, social and environmental considerations, as well as financial criteria and risk factors arising from that policy and other policies related to sensitive sectors.
The environmental and social aspects of risk management are incorporated into the assessment criteria for projects delivered by the Corporate and Investment Banking segment. The operations of customers from that segment may be subject to exceptions or restrictions defined in the bank’s sectoral policies such as:
· Energy Sector Policy
· Metals and Mining Sector Policy
· Defence Sector Policy
· Soft Commodities Sector Policy.
The sectoral policies of Santander Bank Polska S.A. set out the criteria used by the bank when granting financial products and/or services (including all forms of financing, insurance, asset management, equity investments and advisory services) with respect to customers and projects related to the activities described in those policies.
The foregoing regulations, together with the Environmental and Social Risk Analysis procedure, are the key documents used by the bank to analyse environmental and social risks with a view to providing a rationale for supporting or rejecting a request for financial products or services on the grounds of social and environmental risks.
The following procedure is applied to sectoral policies and sensitive sectors:
· Before a particular transaction or customer is recommended to risk units (in accordance with the internal regulations), business units (within the first line of defence) assess the transaction/ customer’s activity in terms of impact on the environment and compliance with the requirements laid down in the above-mentioned policies.
· If there are significant doubts as to whether the transaction complies with the Energy Sector Policy or the Soft Commodities Sector Policy, the transaction should be advised to the social/ reputational and environmental working group.
· If there are doubts as to the application of the Defence Sector Policy, the case should be consulted with the compliance unit.
The environmental and social risk expert in the Wholesale Risk Department is responsible for analysing this risk and issue recommendations on the customer or transaction. Credit partners are required to verify whether the environmental and social risk analysis has been conducted and whether the recommendation of the above-mentioned expert has been included in the credit application.
Additionally, all issues which may trigger reputational risk (including activities subject to restrictions) must be consulted with the compliance unit.
Starting from 2020, all agreements made by the bank with entities using coal explicitly forbid allocating the funds granted by the bank for coal mining or production.
The above procedures must be applied by the bank and its subsidiaries, excluding Santander Consumer Bank S.A. As part of consolidated risk management, the solutions presented in the above-mentioned procedures are generally reflected in the internal regulations of Santander Consumer Bank S.A. in accordance with the proportionality principle and the business profile of the company. However, specific solutions may differ from the ones applied by Santander Bank Polska S.A.
Due to their status of public trust institutions, the activities of the bank and Santander Bank Polska Group are governed by a number of domestic and EU regulations, which ensure safety of customer funds and stability of the banking system.
The objective of all Group companies is to reinforce ethical standards among employees and promote the culture of responsible and ethical conduct.
The bank and the Group have an efficient ethical infrastructure founded upon the General Code of Conduct (the “Code”), which sets out ethical standards applicable to all employees and rules to be followed in specific circumstances.
The General Code of Conduct, in addition to general standards of conduct, also sets out standards for dealing with specific situations, such as: conflict of interest prevention, control of the flow and protection of information, cooperation with regulators, marketing and sale of products and services, anti-money laundering and terrorist financing, securities market conduct, financial and accounting information
obligations, prevention of corruption, intellectual property rights. The Code defines the roles of heads of units, areas and divisions, and clearly defines the consequences of breach of its provisions.
Pursuant to the Code and its supporting documents, the bank’s and the Group’s employees participate in training on the anti-corruption policy and procedures.
One of the sections of the document describes the whistleblowing procedure at Santander Bank Polska S.A. that may be used by employees to report breaches. Each case is carefully analysed and treated with utmost confidence.
The procedure for reporting breaches of the Code and other misconduct is also described in the Respect and Dignity Policy. The document sets out the rules for dealing with concerns relating to breaches of law, banking procedures, standards and employee relations raised by employees. It is one of the elements promoting the culture of openness, which encourages employees to speak up using dedicated channels. In 2019, the Policy was updated and tools for registering and managing the reported cases were implemented. Regular reports are generated including the analysis of the incidents and recommendations.
The bank is committed to promoting ethical behaviours across the Group and beyond. It participates in the Standard of the Ethics Programme, initiated and run by UN Global Compact Network Poland as part of business self-regulation. The Ethics Ambassadors Coalition created under the Programme includes over 100 Polish companies and institutions that actively implement and foster ethical values. Members of the Programme and the Ethics Ambassadors Coalition developed the Ethics Programme Minimum Standard to provide a set of values and tools that can be used by any organisation to create an ethics programme. Santander Bank Polska S.A. actively contributed to its development.
The following are the most important initiatives and projects implemented in 2020 to support the building of ethical attitude at the Bank are:
· Implementation of a new IT application, which makes it easier for bank employees to report any issues that may raise their concern (including anonymously) and enables even better management of applications.
· Extensive training and education campaign on the Banking Intranet reminding employees of existing communication channels and encouraging them to report any breaches of the law.
· Launch of "Whistleblowing News", publishing via the banking intranet information on the subject and number of whistleblower complaints.
The Code provides guidance in relation to respective operational areas of the Group in the following sections:
· Conflicts of interest – covering relations with the Group, banking transactions, investing into companies, relations with suppliers and customers, gifts, commissions and other financial benefits.
· Cooperation with third parties and relations with regulators.
· Prevention of money laundering and terrorist financing.
· Corrupt practices.
An important section of the Code is dedicated to anti-corruption arrangements. It is accompanied by the following regulations:
· Code of Conduct in the Securities Markets
· General Conflict of Interest Policy
· Anti-Money Laundering and Counter-Terrorist Financing Policy
· Personal Data Protection Policy
· Anti-Corruption Policy Programme
· Corporate Defence Policy
· Compliance Policy
· Reputational Risk Management Model, which sets out the rules for risk management and control, key elements, principles and processes, roles and responsibilities as well as internal oversight.
These provisions set up an effective anti-corruption framework and promote ethical standards across the Group.
The bank’s and the Group’s approach to prevention of corruption is fleshed out in the Anti-Corruption Programme. The document promotes the policy of “zero tolerance for corruption”, and sets out anti-corruptions rules. The Anti-Corruption Programme includes a range of control mechanisms, such as the register of gifts and invitations to public officials, rules for offering gifts or entertainment to the bank’s employees and managers, a whistleblowing channel, training, and responsibility of the corporate compliance area.
Corruption prevention is also covered by the Sustainability Policy, under which the bank and the Group is committed to running the business responsibly and in keeping with the sustainable development principles.
The most important regulations concerning employee matters are the following:
· The bank’s Labour Regulations, defining the internal organisation of work and rights and obligations of the employees and the employer. All members of the Group employing more than 50 people have their own Labour Regulations.
· HR Policies, addressing the workplace matters and approach to employee issues.
· Training Policy, which sets the bank’s and the Group’s objectives in the area of training, reflecting a systemic approach to the training process and commitment to comprehensive development of staff competencies.
· Remuneration Policy of Santander Bank Polska Group, which governs a wide range of issues and includes references to the responsible banking principle, regulations ensuring maintenance of a solid capital base, provisions regarding variable pay, compensation for variable pay, retention plans, severance pays and indemnities. It also determines decision-making levels for the remuneration of Material Risk Takers.
· General Code of Conduct, which is the key document governing each aspect of the bank’s and the Group’s operations. It sets out ethical standards and rules of conduct for all the bank’s and the Group’s employees, including in relation to employee matters. Each employee must be familiar with and follow the General Code of Conduct.
· Sustainability Policy, which emphasises employees’ contribution to the bank’s success and the need to develop employee relationships that are based on mutual trust and loyalty and to take measures to ensure that employees feel motivated, engaged and rewarded. In the above Policy, the bank undertakes to:
ü promote employment stability, flexible working hours and work-life balance, and ensure health and safety in the workplace;
ü make sure that employees follow the rules of ethics and responsible behaviour based on the General Code of Conduct;
ü encourage employees to engage in corporate volunteering to support the well-being of local communities and strengthen employees’ pride about being part of the organisation.
For more information about human resources management, see Chapter V. “Relations with Employees” of this document.
Details about changes to the Group’s employment levels are presented in Chapter V “Relations with Employees”, Section 1 “Human Resources Management”.
As part of the activities aimed at reorganising the business model and increasing the operational efficiency of Santander Bank Polska S.A. in a challenging and highly competitive financial services environment, on 29 October 2020 the bank's Management Board decided to start a process of collective redundancies, and on 19 November 2020 it signed a memorandum of understanding with all trade unions established at the bank. The parties agreed, inter alia, that the collective redundancies will cover up to 2,000 employees and will be completed by 31 December 2022.
The bank prepared a comprehensive support programme for redundant employees to and equip them with useful knowledge and skills, and assist them with their reintegration into the labour market. For more details, see Chapter V “Relations with Employees”, Section 1 “Human Resources Management”.
Presented below are the regulations which protect and promote diversity:
· Respect and Dignity Policy, which describes how to build a diversified working environment with respect for ethical standards and dignity of each employee. The document helps prevent such negative behaviours as discrimination, bullying and harassment. The Policy is accompanied by a document “Support for new parents”, which describes the bank’s and the Group’s actions addressed to the employees who have been absent for a long time due to pregnancy, or who are on maternity or parental leaves.
· Management Board Diversity Policy, in which the bank has undertaken to ensure that the candidates for the roles of Management Board members and key function holders possess a wide range of qualities and skills as well as the ability to show independence of mind and opinions, to ensure gender balance in the composition of the Management Board and to fight any discrimination against the candidates for Management Board members. Santander Group’s target is for 40% of executive positions to be held by women. The composition of the bank’s Management Board in terms of gender, age and years of service is presented in Chapter XIII “Statement on Corporate Governance in 2020”.
· Human Rights Policy, which establishes a set of principles regarding the relationships with various stakeholders, including equal access to employment and promotion, and protection against discrimination based on age, gender, race, religion, origin, marital status or financial situation.
· Commitments made in 2017 by Santander Bank Polska S.A. as a signatory of the Diversity Charter, such as building corporate culture founded on respect for diversity, developing policies and mechanisms that effectively support equal treatment and diversity in the workplace, promoting benefits of diversity among stakeholders (employees, local communities, shareholders and customers), and reporting on the actions taken and their outcome.
· Sustainability Policy, which promotes respect for diversity in employee relationships, prevents discrimination because of gender, race, age or on any other grounds and encourages equal treatment of employees and a balanced representation between men and women in all functions and responsibilities.
For more information about diversity management at Santander Bank Polska S.A. and the diversity policy regarding the supervisory and management bodies, see Chapter XIII “Statement on Corporate Governance in 2020”, Section 9 “Diversity Policy”.
1) This category includes the Management Board Members and key mangement (i.e. Material Risk Takers other than Management Board Members).
1) The table discloses active employees.
The Human Rights Policy is a formal commitment of the bank and Santander Bank Polska Group to respect human rights in accordance with the highest international standards. The key objective in this regard is to observe and promote human rights as part of the business activity and to prevent and minimise any infringement arising therefrom.
The Human Rights Policy lays down the principles and commitments arising from the international declarations that apply to the bank’s and the Group’s relationships with all their stakeholders. Each commitment comes with a list of specific actions.
Presented below are the key commitments of the bank and the Group towards individual groups of stakeholders:
Stakeholders |
Commitments arising from the Human Rights Policy |
Employees |
· Preventing discrimination and practices against personal dignity · Preventing forced labour and child labour · Respecting the freedom of association and collective bargaining · Protecting employees’ health · Offering stable working conditions (fair pay, right to rest, protection of personal data and privacy, flexible work practices that help ensure work-life balance) |
Customers |
· Offering customers only the products and/or services that match their situation and needs, making it easy for them to understand the terms and conditions, benefits, risks and costs · Avoiding any unjustified discrimination when offering products, in accordance with the General Code of Conduct |
Suppliers |
· Fostering respect for human rights throughout the supply chain, requiring suppliers and their employees to adhere to the commitments described in the Human Rights Policy, with due regard to their management autonomy · Applying the Supplier Selection Policy, which includes environmental, social and ethical criteria expected from suppliers · Promoting relationships with suppliers that demonstrate their commitment to human rights and have their own policies in this respect |
Other business partners |
· Promoting the Human Rights Policy among business partners, especially where it is required due to their origin, activity or importance to the bank |
Communities in which the bank operates
|
· Promoting respect for human rights, particularly in those places where the legal and institutional framework is less developed · Respecting, supporting and promoting human rights in the communities the bank serves · Supervising and controlling the impact of the operations on the communities · Guaranteeing security to protect human rights · Helping to combat corruption |
In its Human Rights Policy, the bank has also undertaken to analyse and assess human rights policies and practices of its counterparties before entering into any loan agreements or other agreements. The bank will respond to any breach of human rights in the workplace and use relevant disciplinary measures where justified.
Furthermore, the bank’s employees are required to report any breach of the commitments laid down in this Policy. To do this, they may use the whistleblowing channel created under the General Code of Conduct (a dedicated mailbox: etyka@santander.pl) without fear of reprisal.
Due to their importance, the matters covered by the Human Rights Policy are also reflected in the Sustainability Policy, which stresses the bank’s commitment to respect and promote human rights in relation to all its stakeholders.
The Respect and Dignity Policy, which expands on the issues addressed by the two foregoing regulations, describes how to build a diversified working environment with respect for ethical standards and dignity of each employee. The Policy establishes methods of reporting breaches of ethical standards and other irregularities, including discrimination, bullying and harassment. It determines the responsibility of management and each employee for its implementation. Appendix 1 to the Respect and Dignity Policy lays down the “Rules for dealing with alarming incidents relating to breaches of law, banking procedures, standards and employee relations reported by employees”.
Human rights matters are also reflected in the Defence Sector Policy, which introduces exclusions and limitations to the bank’s relationships with customers dealing with arms and dual-use technologies. The bank also notes risks related to projects carried out in the countries which have not ratified the key UN legal documents on human rights and those which are subject to UN/EU sanctions for violating human rights or using internal repressions, as defined in the Universal Declaration of Human Rights, the International Covenant on Civil and Political Rights and the Optional Protocol to the Convention on the Rights of the Child on the involvement of children in armed conflict.
1) In 2020, Santander Group decided to reschedule the Global Engagement Survey for May 2021 due to the pandemic.
The bank and Santander Bank Polska Group attach great importance to the following social aspects of their operations:
· the bank’s and Group’s impact on customers (including security and quality of services) and business partners
· corporate social responsibility and impact on local communities.
The approach to social matters is defined in the Sustainability Policy, which sets out the bank’s and the Group’s responsibilities in their relations with stakeholders, including customers, communities and suppliers.
In its activity, the bank is focused on e.g. delivery of the UN Sustainable Development Goals which are most consistent with its business operations and on which the bank, being a financial institution, can have the biggest impact. They include:
· good health and well-being
· quality education
· gender equality
· decent work and economic growth
· industry, innovation and infrastructure
· sustainable cities and communities
· climate action
· partnership for the goals.
Responsible banking is embedded in the business strategy of the organisation and is based on four pillars: Green Bank, inclusive banking, sustainable management and social commitment to good health and well-being.
For more information on corporate social responsibility at Santander Bank Polska Group, see Chapter VIII “Relations with External Environment”, Section 1 “Corporate Social Responsibility at Santander Bank Polska S.A”.
The majority of initiatives and projects delivered for customers and communities in 2020 included measures taken to respond to the needs of the above-mentioned stakeholders in view of the Covid-19 pandemic. They are presented in Chapter IX “Business Development of Santander Bank Polska Group in 2020”, Section 1.1 “Management of the Covid-19 Situation in 2020”.
The purpose of corporate volunteering is to encourage staff involvement in the community. These activities are governed by the Sustainability Policy and the Corporate Volunteering Policy of Santander Bank Polska S.A. The latter Policy defines traceable volunteering indicators with the related procedures and responsible units (i.e. the Santander Bank Polska Foundation and the Public Relations Department, acting in coordination with the HR function).
Corporate volunteering at the bank is based on three pillars:
· time volunteering – voluntary and free help for the people in need, or voluntary and free involvement in activities or promotion of important social issues;
· competency volunteering – volunteers sharing their experience, skills and expertise with social partners;
· educational volunteering – promoting knowledge of finance and entrepreneurship using materials prepared by the bank (e.g. lesson plans with presentations, “Leaders of Europe” game, etc.). This pillar also includes other initiatives designed to broaden knowledge of economy among local communities, notably children and students.
The employees of the bank and its subsidiaries may engage in two types of volunteering projects: bottom-up initiatives undertaken to help local communities (e.g. events for children’s homes and schools) and central initiatives (e.g. food donations organised in partnership with food banks or book donations held in cooperation with Zaczytani.org).
The bank’s volunteers, who now include nearly 2.5k employees, provide support to selected educational care centres, foster care homes, children’s homes, hospices and schools, participate in ecology and health promotion activities, support people with disabilities and engage local communities. The volunteering initiatives are popular among employees and endorsed by managers at all levels.
Due to the pandemic, many projects were put on hold in 2020. Nevertheless, employees completed the following initiatives:
Volunteering initiatives |
Form and purpose |
Północny Pomaga 2020 online charity run |
· In partnership with the Santander Foundation, employees of the bank’s North Macroregion organised a fundraiser for the E. Dutkiewicz Hospice in Gdańsk. 1,855 people took part in the event, including the bank’s employees, their families and friends, and covered the total distance of 13,170,500 metres running, riding a bike, a horse or a scooter, rollerblading or rollerskating. PLN 63.4k was raised. |
“Charity Leaders” (“Liderzy Dobroczynności”)
competition |
· The “Charity Leaders” competition was held to encourage employees to engage in charity campaigns. The employees were invited to enter their ideas for charity initiatives for local community (having regard to the sanitary regime during the coronavirus pandemic). 13 projects were selected and awarded grants. Due to the second wave of the pandemic, a group of the projects were postponed till Q2 2021. |
“Fruits of Dolina Słońca” |
· As part of this event, which was one of the winning projects in the “Charity Leaders” competition, around 50 volunteers from the Santander Foundation planted fruit bushes (raspberry, blackberry, blueberry) at the “Dolina Słońca” therapy and rehabilitation centre for people with intellectual disabilities located in Radwanice. |
The bank participates in long-term social projects which are not only aimed at responding to the needs of local communities but also at making a positive contribution to society.
Education and science development is one of the priority areas in the bank’s social activity.
· The bank actively promotes the knowledge of finance among children and young people. To this end, the following initiatives were delivered in 2020:
ü “Finansiaki” – a financial education portal of Santander Bank Polska S.A. designed to support parents and teachers in promoting knowledge of finance and entrepreneurship, featuring free lesson plans prepared by experts and other support materials. In 2020, the bank published a free manual “Finansiaki to MY” on the project website, to help parents educate their children about finance.
ü The bank was a partner to the “Bakcyl” programme addressed to schoolchildren, whose objective is to prepare and share lessons about finance, banking and security.
· Santander Bank Polska S.A. ran information and educational campaigns on cybersecurity in social media (Facebook, LinkedIn). It promoted 5 cybersecurity rules which help to detect and prevent threats. Alongside this, as a partner to the “Security in Cyberspace” (“Bezpieczeństwo w Cyberprzestrzeni”) project coordinated by the Warsaw Institute of Banking, in 2020 the bank participated in the “Go Cashless” (“Warto Bezgotówkowo”) campaign aimed at educating schoolchildren, students and senior citizens on how to make non-cash payments.
· For many years now, the Responsible Banking strategy of Santander Group has been based on the Santander Universidades Programme, which supports quality education, prepares students for entering the labour market and promotes the idea of entrepreneurship. The above objectives are fulfilled through scholarships, grants and extensive development programmes.
Santander Bank Polska Foundation of I.J. Paderewski carries out the majority of the bank’s social programmes (including own projects) and provides organisational and financial support to corporate volunteering initiatives.
The majority of initiatives endorsed by the Foundation help local communities:
· One of the flagship projects of the Foundation is the grant programme called “Here I live, here I make changes” (“Tu mieszkam, tu zmieniam”). In 2020, the programme was run under the slogan “Here I live, here I make Eco-friendly changes” (“Tu mieszkam, tu zmieniam EKO”) to combine social investment with environmental protection. In the latest edition, 68 winning projects were awarded PLN 500k in total. The projects delivered as part of the programme included pocket parks, rain gardens, plant murals, eco-friendly bus stops and other initiatives aimed to increase green space.
· In partnership with UNICEF Poland, the Foundation launched a grant competition – TO(działa)MY! – to fund social projects in the following areas: ecology and environmental protection, health and sport, education and culture.
· As part of the “Power to Help” (“poMOC jest w nas”) fundraiser, PLN 200k was donated to 10 Polish pediatric oncology centres by the Foundation, the bank and its customers. The bank donated PLN 0.05 for every BLIK transaction (transfers to a phone, ATM withdrawals, payments for shopping). Money could also be donated to this cause to the account of the Santander Foundation. 613k customers of the bank took part in the campaign, making more than 3m BLIK transactions.
· In 2020, 395 applications were submitted for the 3rd edition of the Santander Foundation’s Scholarship Programme for the most talented young people. The Panel awarded 22 scholarships.
The social commitment of Santander Bank Polska S.A. is measured by the number of external beneficiaries (local communities, customers and groups at risk of social exclusion) helped through the bank’s and the Group’s initiatives.
*Szacunkowa liczba za 2020 r.
For more information on social and corporate giving initiatives, see Chapter VIII “Relations with External Environment” and at www.santander.pl, “Responsible business” tab.
The bank also makes social contribution based on its network of suppliers.
The key regulations in this respect include:
· Procurement Policy
· Supplier Selection Procedure
After the end of the selection process, the relationships with suppliers (including monitoring and contracting) are governed by:
· Policy on Cooperation with Suppliers and Outsourcing
· Suppliers Management Procedure and Outsourcing.
Supplier relationship management is the responsibility of the Contracts and Procurement Management Department. All suppliers are subject to uniform selection criteria.
The rules used by the bank and the Group with respect to suppliers take into account social criteria, employment practice, observance of human rights and environmental commitments. Bidders are required to fill in a CSR questionnaire with questions relating to the above criteria.
The cooperation with suppliers is addressed in the Sustainability Policy, in which the Group undertakes to establish and maintain ethical and transparent relationships with suppliers by requiring them to adhere to the ten principles of the United Nations Global Compact, among other things. The bank and the Group promote mechanisms that help identify possible environmental and social risks in the supply chain.
The strategy of Santander Bank Polska Group promotes a customer-centric approach to business management, continuous improvement of service quality and product range through digitalisation, increase in operational efficiency, innovative and simple solutions, and transparency.
The bank and the Group have a number of documents which establish customer relationship standards in relation to communication, service, complaint-handling and data security. These areas are the responsibility of relevant units dealing with retail and business customers.
Business relationships with prospective customers are governed by a set of corporate social responsibility and sustainability policies which establish rules pertaining to business decisions and requirements towards customers from sensitive sectors. In its Sustainability Policy the bank commits itself to building lasting relationships with customers based on trust and loyalty, responding to their needs and increasing their satisfaction. The Policy defines measures and behaviours intended to help the bank fulfil this commitment.
2020 was a difficult period for customers due to the pandemic. The bank introduced a range of measures and solutions to support borrowers and facilitate remote banking. They are described in Chapter IX “Business Development of Santander Bank Polska Group in
2020”, Section 1.1 “Management of the Covid-19 Situation in 2020”. All support measures connected with day-to-day banking services for different customer segments were also presented in a dedicated tab on the bank’s website:www.santander.pl/koronawirus-aktualne-informacje-banku.
The bank continuously increases access to products and services for all customers, using advanced methods and providing appropriate conditions to people choosing traditional forms of contact with the bank (e.g. at branches). For ten years now, the bank has been running the Barrier-Free Banking programme designed to ensure comfortable access to the bank’s services and products for customers with special needs, no matter how they choose to engage with the bank. The achievements of this programme has been provided in Chap. VI “Relations with Customers”, section “Barrier Free Banking”.
As part of the Responsible Banking strategy, the bank actively contributes to Poland’s transition to carbon neutrality. In 2020, the bank and the Group started to implement the recommendations of the Task Force on Climate-related Financial Disclosures. The Corporate and Investment Banking Division offered products supporting the transition to low-emission energy:
· Arrangement of Poland’s first issue of sustainability bonds for a corporate customer from the energy sector.
· Sanction of PLN 267m worth of financing to support development of renewable energy sources in Poland.
· Sanction of PLN 165.4m worth of loan secured by the BGK guarantee to the producer of public transport vehicles to finance the supply of 50 emission-free buses to the Kraków City Transport.
· Conclusion of Poland’s first loan agreement linked to ESG (Environmental, Social and Governance) criteria in September 2019, based on the assessment of the borrower's performance in the area of sustainable development and responsible business. The bank acts as a coordinator, agent and ESG agent in this transaction. The PLN 2bn worth of agreement was signed by a syndicate of five banks and expires in 2024 with an extension option to 2026.
Since 2020, the environmental aspects of the bank’s and Group’s operations have been governed by the Sustainability Policy, pursuant to which the bank attaches great importance to environmental protection, particularly in the context of climate changes. The bank is committed to considering the impact it has on the environment, both in terms of the carbon footprint (e.g. energy consumption, building efficiency) and its banking and financial activities.
The bank promotes management systems based on international regulatory standards, continuous improvement and ISO-compliant management model.
As part of its commitment to environmental protection, the bank has undertaken to:
· meet the regulatory and other requirements that apply to the bank’s activities, products and services;
· continuously improve its management systems to increase their efficiency in terms of environmental protection;
· implement guidelines and controls to protect the environment and prevent pollution;
· promote the policy among employees and local communities and set up channels for communication with stakeholders about environmental issues.
The bank is also committed to following best practice and adhering to regulatory requirements related to disclosure of financial risk caused by climate change and reporting on measures taken to identify, manage and monitor such risk.
To analyse opportunities, risks and challenges related to environmental protection and climate change, the bank set up the Responsible Banking Committee, which supports the Management Board in supervising execution of the corporate social responsibility and sustainability strategy in the bank and the entire Group. Environmental issues are one of three pillars of the strategy.
The Climate Change and the Environmental Management Policy is accompanied by the following sectoral policies concerning financing of projects and customers from sensitive sectors:
· Energy Sector Policy
· Soft Commodities Sector Policy
· Defence Sector Policy
· Mining and Metals Sector Policy (effective as of 2019).
The sectoral policies implemented in 2015 were updated and supplemented in June 2019 by the Mining and Metals Sector Policy. It establishes lending rules in relation to coal mining companies: no new financing for coal mining, complete reduction of exposure to coal mining by 2030, limited financing for existing coal power plants and no financing for new ones.
In accordance with the Sustainability Policy, the bank and the Group attach great importance to environmental protection, particularly in the context of climate changes. They undertake to minimise the environmental impact of their branches and business, promote environmentally-friendly products and services and take into account and assess the impact that their financed projects have on climate changes.
The bank and the Group also adhere to international best practices and guidelines concerning social and environmental issues, particularly the Equator Principles, which provide guidance on assessment of environmental and social risks in projects. The bank is also a signatory of the Soft Commodities Compact promoted by the Banking Environment Initiative.
One of the pillars of the responsible banking strategy pursued by the bank is green banking, which covers green products and services, support for Poland’s transition to carbon neutrality and gradual reduction of the bank’s environmental footprint.
Key achievements in 2020:
· Since 1 January 2020, 100% of electricity purchased by the bank has come from ecological sources. The bank received the ECO Premium certificate from Tauron Group, which confirms that 100% of electricity sold to the bank is covered by the Green Energy Sale Guarantee scheme and is generated from renewable energy sources (mainly hydroelectric power plants).
· Measures were taken to prepare the organisation for implementation of the ISO 14001:2015 environmental management system in the head office building. The certification of the management system is planned for 2021–2022. Due to the Covid-19 pandemic, the process has been postponed.
· The bank continued to replace its fleet vehicles with hybrid low-emission cars with lower fuel consumption.
· As part of the project aimed to completely reduce single-use plastics, the bank opted out of water in plastic bottles and spring water dispensers. All branches were equipped with water filters, water carafes and glasses.
· All publicity materials are printed on ECO/FS paper (100% recycled).
One of the key elements of the green strategy of Santander Bank Polska S.A. are products and services which support Poland’s transition to carbon neutrality.
Below is a summary of measures taken and products offered by the bank as part of the green strategy:
· Since 2017, the bank has issued green bonds to finance projects related to energy efficiency, renewable sources of energy and water efficiency.
· In 2020, the bank co-arranged the issue of green bonds in the corporate sector with the total value of PLN 1bn. It also participated in the issue of Poland’s first ESG-linked bonds for a customer from the fuel industry.
· In 2020, the first ESG-linked IRS was concluded with a customer from the energy sector.
· The bank co-financed the portfolio of photovoltaic power plants and other ecological projects.
· As part of the programme aimed to support energy efficiency investments, the bank provides loans from funds obtained from the European Bank for Reconstruction and Development (EBRD) to finance development of green buildings which meet internationally recognised certification standards, such as LEED or BREEAM. The total value of loans is EUR 140m, i.e. 140% of funding obtained from the EBRD.
· Santander Leasing S.A. promotes hybrid and electric cars – in early 2020, the company offered new special deals, such as 100% lease of electric cars and 102% lease of hybrid cars. After the first three quarters of 2020, Santander Leasing S.A. posted record sales of green vehicles, exceeding PLN 256m.
· The company also launched SolarLease: financing of photovoltaic panels in the form of a lease or a loan. In addition, the customers who already have an account with Santander Bank Polska S.A. or open it at the time of signing a lease/loan agreement, may benefit from preferential terms: waiver of an agreement fee and an attractive interest rate.
The bank and the Group companies engage in environmental projects and support sector, cross-industry and international initiatives undertaken to protect the environment and its resources. Below are the examples of such initiatives:
· The bank is a member of the Green Transition Council established by Lewiatan to review the regulations and strategies comprising the European Green Deal, including to prepare expert analysis, opinions and strategies, and to actively cooperate with public administration in defining the final solutions.
· As the only company from the Polish banking sector, Santander Bank Polska S.A. joined the Plastics Pact network of Ellen MacArthur Foundation as a signatory of the Polish Plastics Pact established in September. The objective of the Pact is to change the existing plastic packaging model towards a circular economy through delivery of six common targets by Pact members by 2025. The initiative is part of the 17 Goals Campaign. As a Pact member, the bank intends to support customers in transition of their businesses.
· The bank is a partner to the 5-Faction Coalition, i.e. a cross-sector initiative which brings together companies and institutions to create innovative solutions in terms of segregation, reusing and recycling of waste, notably packaging.
· The bank also joined the “Together for the Environment” (“Razem dla środowiska”)partnership established by UNEP/GRID Warsaw Centre for common implementation of environment-related Sustainable Development Goals. The objective is to create the best possible conditions to implement the Sustainable Development Goals in Poland, especially those which are related to the natural environment. The project involves cross-sector and cross-industry cooperation between various entities to promote sustainable development as part of the commitment to the environment. The initiative brings together companies, associations, chambers of commerce, academic institutions, local authorities, NGOs and individuals. Its purpose is to share ideas, experience and best practice, and to work together to deliver the SDGs.
· The bank is the strategic partner of the “Green Ribbon #ForThePlanet” (“Zielona Wstążka #DlaPlanety”) campaign run by UNEP/GRID Warsaw Centre responsible for implementation of the United Nations Environment Programme in Poland. In 2020, the global celebrations of the World Environment Day and the #ForThePlanet campaign focused on biodiversity. The project was run under the slogan: “Let’s save the nature. Let’s save ourselves” (“Ratujmy Naturę. Ratujmy siebie”).
· Since 2017, the bank has been a member of the Partnership for Sustainable Development Goals established by the Ministry of Development, Labour and Technology and businesses to achieve synergy in terms of measures taken in Poland to implement the 2030 Agenda and deliver the Sustainable Development Goals defined therein.
XV. Statement of the Management Board
True and Fair Presentation of the Financial Statements
To the best of the Management Board’s knowledge, the financial figures and the comparable data presented in the financialstatements incorporated in the “Annual Report of Santander Bank Polska S.A. for 2020” and “Annual Report of Santander Bank Polska Group for 2020” were prepared in keeping with the applicable accounting policies and give a true and fair view of the state of affairsand earnings of Santander Bank Polska S.A. and Santander Bank Polska Group. The Management Board’s Report contained in this document shows a true picture of the development, achievements and position of Santander Bank Polska S.A. and its Group (including the underlying risks) in 2020.
Auditor selection
The audit firm responsible for auditing the unconsolidated and consolidated financial statements of Santander Bank Polska S.A. for2020 was selected in compliance with the applicable legislation. The bank has the “Auditor Appointment Policy at Santander BankPolska S.A.”, the “Auditor Services Policy at Santander Bank Polska S.A.” and the “Policy for Non-Audit Services Rendered by theAuditor”, which relate to the policy of selection of an audit firm and the policy of provision of non-audit services by an audit firm, a affiliate of an audit firm or a member of its network. The bank complies with the applicable legal provisions relating to the rotationof audit firms and the key statutory auditor, and the appropriate cooling-off periods.
The following persons have signed this Management Board Report with an electronic qualified signature.
Date |
Name and surname |
Function |
|
22.02.2021 |
Michał Gajewski |
President of the Management Board |
Michał Gajewski…………………………………… |
22.02.2021 |
Andrzej Burliga |
Vice-President of the Management Board |
Andrzej Burliga…………………………………… |
22.02.2021 |
Michael McCarthy |
Vice-President of the Management Board |
Michael McCarthy…………………………………… |
22.02.2021 |
Juan de Porras Aguirre |
Vice-President of the Management Board |
Juan de Porras Aguirre…………………………………… |
22.02.2021 |
Arkadiusz Przybył |
Vice-President of the Management Board |
Arkadiusz Przybył…………………………………… |
22.02.2021 |
Patryk Nowakowski |
Management Board Member |
Patryk Nowakowski…………………………………… |
22.02.2021 |
Carlos Polaino Izquierdo |
Management Board Member |
Carlos Polaino Izquierdo…………………………………… |
22.02.2021 |
Maciej Reluga |
Management Board Member |
Maciej Reluga…………………………………… |
22.02.2021 |
Dorota Strojkowska |
Management Board Member |
Dorota Strojkowska…………………………………… |