As one of the largest employers in Poland, the Bank undertakes to conduct and promote ethical business, build an ethical organizational culture and follow the principles of social responsibility.
In December 2023, the Bank amended the Code of Ethics by resolution of the Management Board, and in January 2024, the Supervisory Board approved the amended Code. The Bank has revised and redefined the applicable values.
The key values were formulated based on the opinions and proposals of employees and the Bank’s Management Board. The values adopted by the Bank are communicated in particular by indicating the behaviours and attitudes that comply with these values and are taken into account in the management processes applied in the Bank.
The Code of Ethics sets out the framework for the mutual relations between individuals who work for the Bank, between the Bank’s employees and those who act on behalf of the Bank. The Bank’s Code of Ethics also sets out the values, principles, standards of conduct and ethical attitudes in relations with customers and in the Bank’s business activities and in the Bank’s relations with the environment. The Code is directly related to the Bank’s organizational culture; it supplements this culture and is a tool supporting the popularization and implementation of ethical values.
The values, principles, standards of conduct and ethical attitudes outlined in the Bank’s Code of Ethics apply to all employees of the Bank, as well as to persons acting on behalf of the Bank, including those performing banking and factual activities related to banking activities, and to persons intermediating in their performance, including in particular persons representing the Bank and acting on behalf of the Bank.
Verification of compliance with the Bank’s ethical principles is assessed by the Bank’s Management Board on an annual basis. Information on the outcome of the assessment by the Management Board is communicated at least once a year to the Bank’s Supervisory Board.
The Bank has analysed the ethical risks for each group of stakeholders and takes measures to mitigate such risks:
| Stakeholders | Risks | Management |
| Employees |
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Chapter 13.7.4 (anti-corruption) The Bank mitigates the risks of violating the business secret, bullying, harassment and other forms of discrimination, as well as the risk of violating the terms and conditions of employment by defining the appropriate responsibilities of the employees in this respect and penalties for non-compliance in the Bank’s Working Regulations. |
| Customers |
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Chapter 13.7.3 (misselling)
Chapter 13.7.5A (filing complaints and reporting violations) Chapter 13.7.1C (a risk of unauthorized access to Customer information), data protection, observing bank secrets) Chapter 13.7.1A and B (risk of unauthorized access to customer funds) Chapter 13.7.10A (special actions supporting the customers with disabilities) The Bank has internal regulations adopted by the Management Board, concerning relations with political parties and defining the principles for opening bank accounts and granting loans to political parties |
| Counterparties |
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Chapter 13.7.4 (anti-corruption)
Chapter 13.7.12B (on time payments) |
| Social surroundings |
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Chapter 13.7.4 (anti-corruption)
Chapter 13.7.6 (impact monitoring) Chapter 13.7.10C (charitable and sponsorship activities) |
In 2023, the Bank conducted training activities addressed to all employees of the Bank and to the management staff. The training focused on issues that are important to promote the ethics of team conduct, such as building team relations, identifying emotions, dealing with stress, motivating employees to work and manage the team in change environment.
All newly-employed staff members are informed about the value and the Code of Ethics on the first working days as part of the onboarding process.
At the end of 2023, the Bank’s refreshed values were announced. The communication campaign included a range of outreach and educational activities on the Bank’s values and expected attitudes, e.g. webinars for managers, audio and video materials.
In addition to the promotion of the Bank’s values and ethical conduct, the Bank finds it equally important to counteract all forms of violation of ethics in all aspects of the operations referred to above (including counteracting bullying and discrimination). Therefore, the following procedures have been defined in a clear and transparent manner:
These procedures and principles of conduct have been adopted by the Bank’s Management Board.
The Bank’s Code of Ethics and the Bank’s Working Regulations contain provisions concerning, among other things, counteracting discrimination due to gender, age, disability, religion and denomination, race, ethnic origin, nationality, political views, trade union membership, sexual orientation, employment for a limited and/or unlimited period and on a full-time and/or part-time basis.
In order to counteract violations of ethics, the Bank applies separate internal regulations: “Anti-harassment and antidiscrimination policies, and the procedure for handling complaints concerning the violation of employee rights”. Employees can send reports to a dedicated email box or in traditional paper form to the Department of Employee Equity. Former employees of the Bank can also lodge a complaint.
The Bank analyses the cases reported through dedicated internal channels also in terms of non-compliance and violations related to conflicts of interests.
In addition to promoting values among the employees, the Bank also monitors employee complaints for potential violations of the standards of ethics. The competent Members of the Management Board of the Bank are informed quarterly about employee complaints in the areas they supervise and the way in which the case has been resolved. The Members of the Management Board are also entitled to review the documentation concerning the examination of the complaint. Moreover, the President of the Management Board of the Bank is informed quarterly about all complaints filed by employees.
In September 2023, the Bank’s Management Board adopted a resolution to which the „Report on compliance with ethical standards at PKO Bank Polski S.A. for 2022” was attached. At the same time, the Management Board positively assessed compliance with the ethical principles set out in the Code of Ethics of PKO Bank Polski S.A. in 2022. The Supervisory Board, at its meeting in November 2023, took note of the item „Information for the Supervisory Board on the results of the Management Board’s assessment of compliance with the Bank’s ethics principles for 2022”.
In accordance with the regulations concerning the assessment of suitability of candidates for Management Board members and the members of the Management Board of the Bank adopted by the Bank, in assessing suitability in terms of the guarantee of the proper performance of duties, the Supervisory Board takes into account the criteria of reputation, integrity and ethical conduct of candidates for the members of the Bank’s Management Board (as part of the preliminary assessment) as well as the members of the Bank’s Management Board (as part of the periodic assessment). If a candidate for a Management Board member and/or a Management Board member is found unsuitable in terms of the guarantee, the candidate may not be appointed to the body or measures may be taken to dismiss a member of the body from their position. Similar principles apply in the policy on the assessment of suitability concerning the members of the Bank’s Supervisory Board.
In the employment area there are mechanisms in place to promote and monitor compliance with the ethical standards at the Bank, including mechanisms for monitoring situations violating these principles based on, among others, the internal procedures introduced, the Code of Ethics and reporting obligations towards the Management Board and the Supervisory Board.
Assessment of the knowledge, skills and experience of members of the Management Board and Supervisory Board of the Bank on sustainable development, including the ability to manage ESG risk and the impact of ESG risk factors on Bank’s operations, is one of the verification criteria as part of preliminary and periodic (annual) suitability assessments (members of the bodies) and collective (the Bank’s bodies) suitability assessments.
Performance review of the Bank’s Management Board and Supervisory Board with regard to fulfilment of entrusted obligations, including monitoring the management of the organisation’s impact on ESG issues, is assessed in several respects, including through periodic monitoring of:
and is a component of, among others:
The Bank has in place the Principles of managing conflicts of interest adopted by the Bank’s Management Board and approved by the Supervisory Board. The Principles set out a policy for preventing, identifying and disclosing conflicts of interest or potential conflicts of interest and taking actions to control such conflicts, minimize the risk of their occurrence and mitigate their adverse effect on the Bank’s operations and its relations with the customers and other entities.
The Bank identifies a conflict of interest when there may be a conflict of interest between:
Conflicts of interest may also arise from the Bank’s participation in the determination of benchmark rates. In pursuing the above objectives, the Bank avoids activities that may cause conflicts of interest by establishing appropriate controls, takes appropriate measures to identify conflicts and seeks to eliminate or limit the negative impact of conflicts of interest on the Bank’s operations.
Anyone who has identified a possible conflict of interest or a potential conflict of interest is obliged to immediately notify the relevant person indicated in the internal regulations – his or her supervisor, the person in charge of the Bank’s unit, the Branch Manager – and forward the information to the Compliance Department.
The employee informed considers the circumstances of the conflict reported, determines the actions that will eliminate the conflict or counteract its negative effects and identifies the persons responsible for their implementation. In addition, he or she is obliged to report the conflict to the Register maintained by the Compliance Department and to monitor the effects of the measures agreed and update them if necessary.
Members of the Bank’s Supervisory Board and Management Board should refrain from engaging in professional or non-professional activities which might give rise to a conflict of interest or otherwise have an adverse effect on his or her reputation as a member of the supervisory or management body.
A member of the Supervisory Board shall, at the latest on the date of his or her election, submit a written declaration of his or her membership of the management or supervisory bodies of other entities and of his or her shareholding if, as a result of such shareholding, he or she is entitled to exercise at least 5% of the votes at the general meeting (shareholders’ meeting). A member of the Supervisory Board should immediately inform the Supervisory Board of any other circumstances that may cause a potential conflict of interest affecting his or her relations with the Bank’s Group, including his or her activities in the Supervisory Board.
A member of the Supervisory Board, having regard to the provisions of the Regulations of the Supervisory Board and the Bank’s internal regulations on the principles of corporate governance, is obliged to inform permanent participants of the meeting of the Supervisory Board about the conflict of interest which occurred and/or which may arise, refrain from participating in the discussion, and refrain from voting on the adoption of a resolution on the matter to which such conflict pertains.
A member of the Management Board shall submit, at the latest on the date of election, a written declaration membership in the management or supervisory bodies, and stock or shareholdings, if as a result of their possession, a member of the Management Board is entitled to exercise at least 5% of votes at the general meeting (the shareholders’ meeting).
A member of the Management Board may not, without the consent of the Supervisory Board, engage in competitive interests, participate in companies engaged in competitive activities in relation to the Bank or Group Companies, or provide work or services in any other form to entities engaged in competitive activities. A member of the Management Board who has determined that a conflict of interest or a situation giving rise to an imminent risk of a conflict of interest will arise as a result of his or her tasks under his or her contract with the Bank should promptly notify: President of the Management Board, Chair of the Supervisory Board, Director of the Compliance Department.
The Compliance Department informs the President of the Bank’s Management Board on a monthly basis of reported conflicts of interest involving all Bank employees. In addition, the Bank’s Management Board and Supervisory Board are notified of the number and topics of reported conflicts of interest in quarterly reports.
The Bank makes available, on the public website, the relevant information concerning the policy of managing conflicts of interest and information adopted at the Bank regarding the Bank’s management of significant conflicts of interest and conflicts that could arise due to transactions concluded by the Bank with entities operating in the Bank’s Group (Principles for the management of conflicts of interest (pkobp.pl)). The disclosure shall include identification of possible types of conflicts of interest, including identification of key controls, such as segregation of duties, information barriers, exclusion from decisions taken.
The Bank is obliged to provide the Polish Financial Supervision Authority with information on material conflicts of interest or conflicts of interest that could arise due to transactions entered into by the Bank with the Bank’s related parties and their extent. The following information shall not be disclosed publicly: personal data, bank secret, and/or company secret.
In cases where it is not possible to eliminate the impact of the identified conflict on the customer’s interest, the Bank shall inform the customer about the conflict of interest identified in relations with the customer and about actions taken to protect the customer’s interests. If a conflict of interest is disclosed, the Bank shall request the customer to confirm their will to conclude and/or continue the agreement or the provision of the service.
In 2023, the Bank took measures to comply with the provisions of the Act of 1 March 2018 on the prevention of money laundering and terrorist financing (hereinafter: the „AML Act”) and the guidelines of the European Banking Authority. To this end, in the second quarter, the Bank’s Management Board appointed Mr Dariusz Szwed, President of the Bank’s Management Board, as the person responsible for implementing the obligations set out in the AML Act. An officer in a managerial position (AMLCO) has also been appointed, responsible for ensuring that the activities of the Bank, its employees and other persons cooperating with the Bank comply with the provisions of the Act, as well as a senior officer (AMLRO) entrusted with, among other things, identifying risks related to money laundering and terrorist financing in the Bank’s activities and taking measures to mitigate them.
Internal AML/CFT procedures were also revised. In the second quarter of 2023, the Bank’s Management Board updated the Principles for Counteracting Money Laundering and Terrorist Financing at PKO Bank Polski S.A., defining the procedure and division of responsibilities with regard to AML/CFT. In November 2023, the Policy on Counteracting Money Laundering and Terrorist Financing (hereinafter the „Group Policy”) was also updated for all entities of the Bank’s Group and foreign branches, with the aim of strengthening the supervision of the duties performed in terms of AML/CFT in these entities.
The document adopted set out the standards to be observed by the Bank and the Group entities which are the obliged institutions, and by all persons working in them, including permanent and temporary associates, consultants, contractors, agents, intermediaries and their employees (see https://www.pkobp.pl/relacje-inwestorskie/esg-wgrupie-pko-banku-polskiego/polityki-i-zasady/, questionnaire: bcb01b2f-4247-4e74-8d85-2f8262788264.pdf (pkobp.pl)).
The Group Policy, which is one of the internal procedures, sets out the scope of the provisions implemented and applied by the Bank and Group companies, which include in particular:
The Bank reviews the Group Policy periodically, at least once a year. The Bank also prepares quarterly AML/CFT information to be submitted to the Bank’s Management Board by the AML/CFT Department Director (DPP). Each foreign branch also has a separate procedure in place for the handling and division of AML/CFT responsibilities and a designated AML/CFT coordinator. The Bank’s Management Board also receives quarterly updates on money laundering and terrorist financing incidents at each branch.
In fulfilling its obligations under the AML Act, the Group applies financial security measures before establishing a business relationship with a customer and then reapplies them during the relationship at the intervals adequate to a given customer’s risk.
If the Group cannot apply one of the basic financial security measures, it takes appropriate steps in accordance with Article 41 of the Act on preventing money laundering and financing of terrorism, i.e. it does not establish economic relations, does not carry out an occasional transaction, does not conduct transactions via a bank account, terminates business relationships.
As part of the Know Your Customer process, the Group identifies and verifies customers and beneficial owners, determines the risk of money laundering and financing of terrorism, monitors customers’ transactions and, in the event of identifying circumstances which may indicate money laundering and/or financing of terrorism and/or a wellfounded suspicion of money laundering, it takes appropriate measures, including putting transactions on hold, blocking the account and/or freezing the funds. The Bank applies special mitigating measures in the form of freezing funds and withholding assets or withholding transactions from persons and entities listed on:
In 2023, PKO Bank Polski S.A. implemented, on an ongoing basis, the restrictions and changes resulting from the sanctions imposed on Russia and Belarus and introduced, on an ongoing basis, guidelines for the financing of and providing banking services to persons and entities having business dealings with Russia and Belarus, including those customers on whom sanctions have been or can be imposed.
The Group operates in accordance with the laws of each country in which it conducts its activities and cooperates with institutions which are tasked with preventing money laundering and financing of terrorism (the General Inspector of Financial Information in Poland and the relevant financial analytics institutions for the foreign branches).
Legal changes in the area of AML/CFT have contributed to a significant increase in the number of responsibilities imposed on financial institutions, which is why the number of FTEs for AML/CTF functions has increased by 79% in 2023. Mandatory training programmes were extended to all persons performing AML responsibilities.
Changes were also made to the organisational structure to strengthen the continuity of the Bank’s handling of the critical AML/CFT process by conducting ongoing and post-analysis of suspicious transactions after they have taken place and findings for authorised parties.
In order to promote awareness of AML/CFT among the Group’s employees, a dedicated portal was launched containing, among other things, a knowledge base with materials to facilitate AML tasks, a list of applicable internal and external regulations and useful links.
The Bank’s Group continued its efforts to support Ukrainian citizens, coordinated by the PKO Bank Polski Foundation. The Foundation donated a total of PLN 3.7 million, including:
In the process of developing regulations, procedures and policies relating to human rights, the entities of the Bank’s Group draw on the achievements of international organizations and respect the fundamental principles set out in the International Bill of Rights which is composed of the following documents:
Depending on the size and specificity of a given entity of the Bank’s Group, observing human rights is manifested both in the internal provisions, the initiatives undertaken and in everyday practice. This concerns, in particular, to the rights to:
Some of the entities of the Bank’s Group have included provisions relating to respect for human rights and the prohibition of discrimination in such documents as their working regulations or the Code of Ethics. The Bank’s policy concerning respect for human rights is contained in the following documents:
Issues relating to forced labour and child labour are not directly reflected in the Bank’s regulations, because:
In its practice, the Bank follows the rules contained in the Children’s Rights and Business Principles.
The other entities of the Bank’s Group incorporate the issues of respect for human rights in their processes, everyday practice and in the unwritten rules.
[GRI 2-24] One of the most crucial elements/stages of the analysis is the identification of human rights in the context of the operations conducted. No cases of employment of minors or forced labour were identified in the Group entities operating in various countries.
A separate task is the issue of observing the human rights in the supply chain which, in the context of the Group entities, boils down to relationships with suppliers and the outsourcing of services (mainly banking services). The issues of observance of human rights are reflected in the procedures and agreements signed with these entities.
Examples of activities conducted within the Group entities, in which respect for human rights is manifested, are presented below:
[GRI 2-25] The Bank takes action to prevent violations of human rights, including employee rights, but it is not able to eliminate all conflicts. In 2023, 17 cases concerning employment relationships ended in the final termination of proceedings (11 were won, 6 were lost).
The entities in the Bank’s Group monitor the risks accompanying the individual human rights and manage them at the company level.
The basic internal communication tool is the Intra portal which contains information on benefits, privileges, rights and obligations of the Bank’s employees. On the Intranet portal of the Bank, the employees can find the following documents:
Human rights are communicated externally through the Bank’s publicly accessible website which contains information about the PKO Bank Polski Foundation, about the idea of charity it pursues as a measure of respect for the environment, in particular for other people.
