Investor relations

Corporate Governance

Corporate Governance

Corporate Governance

Best Practices

Bank Handlowy w Warszawie S.A. has been compliant with the corporate governance rules since 2003, i.e. since the moment they were prepared by the Warsaw Stock Exchange. At present the current document "Best Practices of WSE Listed Companies" is available on a special website dedicated to corporate governance at: www.corp-gov.gpw.pl.

Regulations

Please find below the Bank's statements and reports regarding the compliance with corporate governance rules:

Assessment of application of "Principles of Corporate Governance for Supervised Institutions"

The Supervisory Board of the Bank adopted the Report of the Compliance Department containing an independent assessment of the compliance by the Bank with the "Principles of Corporate Governance for Supervised Institutions".

The Supervisory Board of the Bank assessed that the Bank in 2017 applied the rules resulting from the "Principles of Corporate Governance for Supervised Institutions" except for principles with respect to which it was decided not to comply.

Declarations of the Bank
A statement on the Bank’s compliance with the corporate governance recommendations and principles contained in Best Practices for GPW Listed Companies 2016
Information on the Principles of Corporate Governancefor Supervised Institutions

On July 22, 2014 the Polish Financial Supervisions Authority (the PFSA) issued a document entitled “The Principles of Corporate Governancefor Supervised Institutions” ("Principles").

The Principles are a set of rules that determine the internal and external relations of institutions supervised by the PFSA, including the relations with shareholders and clients, their organization, the functioning of the internal supervision and the key internal systems and functions, as well as statutory bodies and principles of their cooperation.

The aim of the Principles is toraise corporate governance standards in financial institutions and increasetheir operational transparency, which should contribute to strengthening investors’ confidence and trust in the financial market in Poland.

On December 9, 2014 the Management Board of Bank Handlowy w Warszawie S.A. made a declaration of the Bank’s compliance with the Principles and on December 18, 2014 the Supervisory Board approvedthe observance of the Principles which fall within the competence of the Supervisory Board.

At the same time it was decided that the Bank should refrain from applying three principles:

1) § 11 item 2 (transactions with affiliated entities)– this principle will not be appliedin relation to agreements concluded within the framework of current operations, in particular related to liquidity management, due to the nature of transactions and a large number of agreements.

2) § 8 item 4 (e-General Meeting) – the currently available IT solutions do not guarantee safe and proper organization of electronic General Meetings. However, the Management Board recognizes the importance of this way of shareholders’ participation in General Meetings of the Bank and, therefore, it decided to take a separate decision in this respect prior to each General Meeting.

3) § 16 item 1 (the use of the Polish language at Management Board's meetings) – Management Board meetings attended by foreigners, especially foreigners being members of the Management Board,who do not speak Polish are held in English. At the same time, motions to the decision of the Management Board as well as all materials and minutes of the meetings are prepared and archived in Polish.

Resolution No 37/2015 of the Ordinary General Meeting of the Bank Handlowy w Warszawie Spółka Akcyjna of 22 June 2015 regarding adoption for application Principles of Corporate Governance for Supervised Institutions addressed to shareholders

Reports of the Supervisory Board and Supervisory Board Committees

2017

2016

2015

2014

2013

2012

2011

2010

2009

2008

2007

2006

Information on the proportion of female and male members of the Management Board and the Supervisory Board of Bank Handlowy w Warszawie S.A.
Information on relations of the Members of the Supervisory Board of Bank Handlowy w Warszawie S.A. with the Bank’s shareholder holding shares representing no less than 5% of all votes at the Bank’s General Meeting.
Information on costs related to the equity compensation plan existing in the Bank

Under the equity compensation plan, selected employees are offered awards in the form of Citigroup stock or Citigroup stock options. Additionally, according to the Policy introduced in the Bank in 2012, the Management Board of the Bank and other managerial staff having a significant influence on the Bank's risk profile receive variable remuneration in relation to individual performance and Bank's financial results.

Detailed information on the equity compensation plan as well as the related expenses incurred by the Company is provided in explanatory note 12 - "General administrative expenses" as well as explanatory note 50 - "Employee benefits" to the Annual Financial Statements of Bank Handlowy w Warszawie S.A. for the period ended 31 December 2013.

The Annual Financial Statements of Bank Handlowy w Warszawie S.A. for the period ended 31 December 2013 are available in the Financial results section.

Rules of Sponsorship

The Bank carries out sponsorship activities, which are part of its business mission and positioning of the company. The aim of sponsorship activities is to advertise and strengthen the brand through increasing the brand awareness and expand its coverage, to build a positive image of the organization as well as to support its promotional and business activities. The strategic objectives of sponsorship also include the Bank's support for business initiatives (conferences, seminars, public debates, etc.), initiatives aimed at protecting the national heritage - through, among others, sponsorship of selected cultural events as well as other important local projects.

Sponsorship Requests go through a qualification process, and talks are initiated with selected partners. All negotiations are carried out with due diligence and in good faith. The Bank aims to ensure that its cooperation with the Sponsored Party is based on mutual respect and a clear understanding of each other's responsibilities, roles and duties. The Parties define and set in the sponsorship contract the objectives of cooperation and mutual benefits coming from it. At the same time, the Parties undertake to protect each other's images, including trademarks.

General organizational chart
General organizational chart
General organizational chart
Internal division of powers among the Members of the Management Board of Bank Handlowy w Warszawie S.A.
Description of the Internal Control System