ING Bank Śląski S.A.
Enclosure with Supervisory Board Resolution of 12 March 2021
Report of the Supervisory Board on the results of assessment of the annual financial statements of ING Bank Śląski S.A. for 2020.
Pursuant to Article 382 §3 of the Commercial Companies and Partnerships Code of 15 September 2000 and having reviewed the annual 2020 financial statements of ING Bank Śląski S.A. and also the report of the independent statutory auditor from the audit of the separate financial statements for the financial year ended 31 December 2020, drawn up by KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp. k., the ING Bank Śląski S.A. Supervisory Board:
1. state that the 2020 financial statements of ING Bank Śląski SA. as presented by the Bank Management Board were developed correctly in all material aspects and present fairly and clearly the property and financial standing of the Company as at 31 December 2020 as well as the financial result and cash flows for the accounting period from 1 January to 31 December 2020, in line with relevant and applicable regulations on financial statements, and comply with the ledgers, documents and the state of affairs,
2. having regard to the above, resolve to recommend that the General Meeting approve the 2020 annual financial statements of ING Bank Śląski S.A., and
3. present this Report on the results of assessment to the General Meeting of ING Bank Śląski S.A.
Antoni F. Reczek
Chairman of the Supervisory Board
of ING Bank Śląski S.A.
Warsaw, 12 March 2021
ING Bank Śląski S.A.
Enclosure with Supervisory Board Resolution of 12 March 2021
Report of the Supervisory Board on the results of assessment of:
the Annual Consolidated Financial Statements of the ING Bank Śląski S.A. Group for 2020,
the Management Board Report on Operations of ING Bank Śląski S.A. Group in 2020 covering the Report on Operations of ING Bank Śląski S.A., including the Management Board statement on the application of corporate governance rules,
the Report on non-financial information of ING Bank Śląski S.A. Group for 2020, including non- financial information of ING Bank Śląski S.A.
Pursuant to Article 382 §3 of the Commercial Companies and Partnerships Code of 15 September 2000 and in conjunction with Article 63c. of the Accounting Act of 29 September 1994, and having reviewed the 2020 annual consolidated financial statements of ING Bank Śląski S.A. Group and the Management Board Report on Operations of ING Bank Śląski S.A. Group in 2020 covering the Report on Operations of ING Bank Śląski S.A. including the Management Board statement on the application of corporate governance rules, as well as the Report on non-financial information of ING Bank Śląski S.A. Group for 2020, including non-financial information of ING Bank Śląski S.A., and also the report of the independent statutory auditor from the audit of the consolidated financial statements for the financial year ended 31 December 2020, drawn up by KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp. k., the ING Bank Śląski S.A. Supervisory Board:
1. state that the 2020 consolidated financial statements of ING Bank Śląski SA. Group were developed correctly in all material aspects and present fairly and clearly the property and financial standing of the Group as at 31 December 2020 as well as the financial result and cash flows for the accounting period from 1 January to 31 December 2020, in line with relevant and applicable regulations on financial statements and comply with the ledgers, documents and the state of affairs,
2. state that the Management Board Report on Operations of ING Bank Śląski S.A. Group in 2020 covering the Report on Operations of ING Bank Śląski S.A., including the Management Board statement on the application of corporate governance rules, provides for significant information about the property and financial standing of ING Bank Śląski S.A. and its Group as at 31 December 2020, including the assessment of performance, indication of risk factors and description of threats, and that it was developed in line with effective regulations on reports on operations and that it complies with the ledgers, documents and the state of affairs,
3. state that the Report on non-financial information of ING Bank Śląski S.A. Group for 2020, including non-financial information of ING Bank Śląski S.A., satisfies the disclosure requirements for non- financial information as per the Accounting Act,
4. having regard to the above, resolve to recommend that the General Meeting approve the annual consolidated financial statements of ING Bank Śląski S.A. Group and the Management Board Report on Operations of ING Bank Śląski S.A. Group in 2020, covering the Report on Operations of ING Bank Śląski S.A., including the Management Board statement on the application of corporate
ING Bank Śląski S.A.
governance rules, as well as the Report on non-financial information of ING Bank Śląski S.A. Group for 2020, including non-financial information of ING Bank Śląski S.A., and
5. present this Report on the results of assessment to the General Meeting of ING Bank Śląski S.A.
Antoni F. Reczek
Chairman of the Supervisory Board
of ING Bank Śląski S.A.
Warsaw, 12 March 2021
ING Bank Śląski S.A.
Notice of change of the auditing firm authorised to audit the financial statements
Pursuant to Article 22.6 of the Corporate Governance Rules for Supervised Institutions, the Supervisory Board hereby give notice that 2020 saw a change to the auditing firm authorised to audit the 2020- 2021 financial statements of ING Bank Śląski S.A. (“Bank”) and of the Bank Group.
Following the proposal sent by Mazars Audyt Sp. z o.o. (“Mazars”), on 17 June 2020, there was terminated by mutual consent of the Parties thereto the agreement of 13 November 2019 with Mazars (“the Agreement”) providing for:
the review of the interim separate and consolidated financial statements of the Bank and Bank Group for the periods from 1 January 2020 to 30 June 2020 and from 1 January 2021 to 30 June 2021,
the statutory audit of the separate and consolidated financial statements of the Bank and Bank Group for 2020-2021, and
the review of the interim and consolidated financial information.
The Agreement was terminated due to the risk of qualification of the services provided in 2020 by a company from the network of Mazars to a branch of ING Bank N.V. (the parent company of the Bank) as prohibited under Article 5 of Regulation (EU) No. 537/2014 of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities. In consequence, in conjunction with Article 66.6. of the Accounting Act, conducting of the statutory audit of the 2020 financial statements of the Bank and Bank Group by Mazars would bear the invalidity risk. The aforesaid circumstances and the resultant termination of the Agreement occurred before performance of the reviews and statutory audits covered by the Agreement by Mazars.
On the part of the Bank, the decision to terminate the Agreement was taken by the Bank Management Board, based on the recommendation of the Audit Committee and a positive opinion of the Bank Supervisory Board.
On 31 July 2020, the Bank entered into an agreement concerning the reviews of interim financial statements and the audit of the financial statements with KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp. k. The agreement covers the years of 2020-2022.
Antoni F. Reczek
Chairman of the Supervisory Board
of ING Bank Śląski S.A.
Warsaw, 12 March 2021
ING Bank Śląski S.A.
Enclosure with Supervisory Board Resolution of 12 March 2021
Report of the Supervisory Board on the results of assessment of the Management Board motion regarding distribution of profit earned by the Bank in 2020 and past-year undivided profit.
Pursuant to Article 382 §3 of the Commercial Companies and Partnerships Code of 15 September 2000, the ING Bank Śląski S.A. Supervisory Board:
1. having reviewed the Management Board motion regarding distribution of profit earned by the Bank in 2020 and past-year undivided profit, do not raise any objections thereto and resolve to recommend that the General Meeting pass a resolution as per the Management Board motion, and
2. present this Report on the results of assessment to the General Meeting of ING Bank Śląski S.A.
Antoni F. Reczek
Chairman of the Supervisory Board
of ING Bank Śląski S.A.
Warsaw, 12 March 2021