TRANSLATORS’ EXPLANATORY NOTE
The English content of this report is a free translation of the registered auditor’s report of the below- mentioned Polish Company. In Poland statutory accounts as well as the auditor’s report should be prepared and presented in Polish and in accordance with Polish legislation and the accounting principles and practices generally adopted in Poland.
The accompanying translation has not been reclassified or adjusted in any way to conform to the accounting principles generally accepted in countries other than Poland, but certain terminology current in Anglo-Saxon countries has been adopted to the extent practicable. In the event of any discrepancies in interpreting the terminology, the Polish language version is binding.
PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp. k. , ul. Polna 11, 00-633 Warsaw, Poland, T: +48 (22) 746 4000, F:+48 (22) 742 4040 ,
www.pwc.pl
PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp. k. is entered into the National Court Register maintained by the District Court for the Capital City of Warsaw, under KRS number 0000741448, NIP 113-23-99-979. The seat of the Company is in Warsaw at Polna 11.
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Independent Registered Auditor’s Report
To the General Shareholders’ Meeting and the Supervisory Board of Santander Bank Polska S.A.
Report on the audit of consolidated financial statements
Our opinion
In our opinion the accompanying annual consolidated financial statements:
give a true and fair view of the consolidated financial position of the Santander Bank Polska S.A.
(the “Parent Company”) and its subsidiaries (together the “Group”) as at 31 December 2023 and
the Group’s consolidated financial performance and the consolidated cash flows for the year then
ended in accordance with the applicable International Financial Reporting Standards as adopted
by the European Union and the adopted accounting policies;
comply in terms of form and content with the laws applicable to the Group and the Parent
Company’s Articles of Association.
Our opinion is consistent with our additional report to the Audit Committee issued on the date of this
report.
What we have audited
We have audited the annual consolidated financial statements of the Santander Bank Polska S.A.
Group which comprise:
the consolidated statement of financial position as at 31 December 2023;
and the following prepared for the financial year then ended:
the consolidated income statement;
the consolidated statement of comprehensive income;
the consolidated statement of changes in equity;
the consolidated statement of cash flows, and
the additional notes to consolidated financial statements, comprising material accounting policy
information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with the National Standards on Auditing as adopted by the
resolution of the National Council of Statutory Auditors and the resolution of the Council of the Polish
Audit Supervision Agency (“NSA”) and pursuant to the Law of 11 May 2017 on Registered Auditors,
Registered Audit Companies and Public Oversight (the “Law on Registered Auditors”) and the
Regulation (EU) No. 537/2014 of 16 April 2014 on specific requirements regarding the statutory audit
of public-interest entities (the “EU Regulation”). Our responsibilities under NSA are further described in
the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report.
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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group in accordance with the International Code of Ethics for Professional
Accountants (including International Independence Standards) issued by the International Ethics
Standards Board for Accountants (IESBA Code) as adopted by resolution of the National Council of
Statutory Auditors and other ethical requirements that are relevant to our audit of the consolidated
financial statements in Poland. We have fulfilled our other ethical responsibilities in accordance with
these requirements and the IESBA Code. During the audit, the key registered auditor and the
registered audit firm remained independent of the Group in accordance with the independence
requirements set out in the Act on Registered Auditors and in the EU Regulation.
Our audit approach
Overview
The overall materiality threshold adopted for the
purposes of our audit was set at PLN 336,910 thousand. We adopted overall materiality based on the value of approximately 5% of the profit before tax adjusted for tax on financial institutions. For reasons of prudence, we have adjusted the overall materiality so that it does not exceed approximately 1% of the Group's net assets.
We have audited the financial statements of the Parent Company and consolidation packages of subsidiaries that have a significant impact on the consolidated financial statements.
The scope of our audit covered 90% of the Group’s revenue and 95% of the absolute value of its profit or loss and 90% of total assets of all the consolidated Group companies before consolidation eliminations.
Estimating the allowances for expected credit losses for loans and advances to customers
Estimating the cost of legal risk related to the portfolio of mortgage loans in CHF
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Materiality
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Group scoping
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Key audit matters
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As part of designing our audit, we determined materiality and assessed the risks of mat erial
misstatement in the consolidated financial statements. In particular, we considered where the Parent
Company’s Management Board made subjective judgements; for example, in respect of significant
accounting estimates that involved making assumptions and considering future events that are
inherently uncertain. As in all of our audits we also addressed the risk of management override of
internal controls, including among other matters, consideration of whether there was evidence of bias
that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an
opinion on the consolidated financial statements as a whole, taking into account the structure of the
Group, the accounting processes and controls, and the industry in which the Group operates.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall materiality for the consolidated financial statements as a whole, as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, if any, both individually and in aggregate on the consolidated financial statements as a whole.
Overall Group materiality
PLN 336,910 thousand
How we determined it
Approximately 5% of the profit before tax adjusted for the tax on financial institutions. For reasons of prudence, we adjusted the overall materiality so that it does not exceed approximately 1% of the Group's net assets.
Rationale for the materiality benchmark applied
We chose profit before tax as the benchmark because, in our view, it is the benchmark against which the performance of the Group is most commonly measured by users, and is a generally accepted benchmark. We adjusted this value by the tax on financial institutions, which has the nature of a special tax burden.
In order to calculate the materiality as above, we adopted the levels of 5% (of profit before tax adjusted for tax on financial institutions) and 1% (of net assets), respectively, because based on our professional judgement they are within the range of acceptable quantitative materiality thresholds.
We agreed with the Audit Committee of the Parent Company that we would report to them
misstatements of the consolidated financial statements identified during our audit above PLN 16,845.5
thousand, as well as misstatements below that amount that, in our view, warranted repo rting for qualitative reasons.
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Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the consolidated financial statements of the current period. They include the most significant
identified risks of material misstatements, including the identified risks of material misstatement resulting
from fraud. These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon. We do not provide a separate opinion on
these matters.
Key audit matter
How our audit addressed the key audit matter
Estimating the allowances for expected credit losses for loans and advances to customers
In accordance with the provisions of International Financial Reporting Standard 9, Financial Instruments, (“IFRS 9”) the Management is required to determine expected credit loss (“ECL”) that may occur over either a 12 month period or the remaining life of a financial asset, depending on the classification of individual assets into risk categories ("stages"), taking into account the impact of future macroeconomic conditions on the level of credit risk allowances.
The Group’s loan portfolio consists of exposures assessed for expected credit losses:
on an individual basis for individually significant credit exposures; and
with the use of statistical models which
estimate allowances for credit losses for each of the homogenous portfolios identified by the Group.
Expe cted credit losses as at 31 December 2023
amounted to PLN 5,691,862 thousand in the
portfolio of loans and advances to customers
with a gross book value of PLN 165,211,869
thous and.
The Management Board monitors the correct functioning of the models, among others by comparing the results estimated by the models to actual credit losses (backtesting procedures) and performing periodic quantitative validation of the models.
As part of the procedures performed, we updated our understanding of the Group’s policies and procedures related to the estimation of allowances for expected credit losses, especially the changes applied to address the uncertainties resulting from changes observed in the economic environment.
We tested the effectiveness of controls applied by the management related to the recognition and measurement of credit losses including, among others, controls over:
the completeness and accuracy of input data
used;
verification of the models of probability of
default (PD), loss given default (LGD) and
other parameters;
the application of future macroeconomic
scenarios, forecasted macroeconomic
variables and the probabilit ies applied for particular scenarios.
As part of the work on statistical models, we performed the following procedures, for which we engaged our internal credit risk modelling specialists:
assessment whether the Group’s methodology related to the estimation of expected credit losses is in line with the requirements of IFRS 9, in particular assessment of the Group’s approach to applying the criteria to identify significant increase in credit risk, default definition, PD and LGD parameters and
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In the models of expected credit losses, the Group uses large amounts of data, therefore the completeness and reliability of data may significantly affect the accuracy of allowances for credit losses.
We considered allowances for expected credit losses for loans and advances portfolio as a key audit matter due to:
high degree of uncertainty related to the
estimation of the allowance for expected
credit losses due to dynamic changes in the
economic environment, which affect the
credit risk parameters used in the models for
estimating expected credit losses;
judgement used by the Management Board
in modelling future scenarios and
forecasting macroeconomic variables;
the complexity of the audit procedures and
the audit evidence obtained due to the
complexity of the calculations and the
amount of data used to estimate the allowances for expected credit losses.
Note 2.6 Use of estimates , Note 2.8 Material
accounting policy information , Note 4 Risk
management and Note 22 Loans and advances
to customers in the consolidated financial statements provide information on the methods and models used and the level of allowances for the expected credit losses in the portfolio of loans and advances to customers.
including forward-looking information when calculating expected credit losses;
critical analysis of key judgments and
assumptions, including macroeconomic
scenarios and the probability-weightings
assigned to particular scenarios;
independent tests of the credit risk parameters.
In the area of the individually assessed exposures, we performed the following procedures:
we selected a sample taking into account
various risk criteria based on our professional
judgement,
for selected loans and advances we checked
the correct stage classification as at the
balance sheet date;
for selected impaired loans and advances
(stage 3) we tested the assumptions used in
the expected credit loss allowances’
calculation , particularly expected scenarios and probabilities assigned to them and the timing and amount of expected cash flows, including cash flows from repayments and realisation of collaterals.
Moreover, we performed the following procedures:
we reconciled selected input data used for
determining default parameters and estimating
expected credit losses;
in relation to individual portfolios, we verified,
on the sample basis, the assignment of
exposures to appropriate stages based on
selected quantitative parameters;
we performed a recalculation of expected
credit losses for selected loan portfolios;
we performed analytical procedures over
provision coverage of the credit portfolio, its
changes in 2023 and transfers between
stages in 2023;
we analysed the results of the management's
sensitivity analysis of the level of allowances
for expected credit losses due to deterioration
or improvement of risk parameters.
Additionally, we verified adequacy and completeness of disclosures in the consolidated financial statements in accordance with applicable accounting standards.
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Estimating the cost of legal risk related to the portfolio of mortgage loans in CHF
As at the balance sheet date, the Group had a portfolio of mortgage loans denominated in and indexed to foreign currencies, mainly to the Swiss franc (CHF), in the total gross book value
of PL N 6,270,419 th ousand before taking into account the adjustment for the reduction of contractual cash flows due to legal risk in the
amount of PLN 4,085,686 t housand and a portfolio of mortgage loans in PLN that were previously mortgage loans denominated or indexed to CHF in the amount of PLN 343,699 thousand before taking into account the adjustment for the reduction of contractual cash flows due to legal risk in the amount of PLN
141,284 thousand. As described in the Not e 48
Legal risk connected with CHF mortgage lo ans in the consolidated financial statements, the loan agreements based on which these loans were granted, contain clauses questioned by customers in courts due to abusiveness. At the moment, the jurisprudence of courts is not uniform, however, there is a negative trend for banks in relation to court judgments (with the dominant line of jurisprudence declaring the invalidity of loan agreements), which also affects the increase in the number of court cases brought by banks’ clients. At the same time, banks decide to offer settlements to convert foreign currency loans into PLN loans to their customers, as proposed by the Chairman of the Polish Financial Supervision Authority, or launch other settlement programs resulting in the conversion of a CHF loan into a PLN loan with the simultaneous cancellation of a part of the
loan balance. The Group developed settlement
proposals for clients and presented them to particular groups of clients, which was also taken into account in the applied model for estimating the costs of legal risk.
The Group estimated the impact of this situation on the recoverability of the assumed cash flows resulting from the concluded agreements for the active portfolio of mortgage loans in CHF based on paragraph B5.4.6 of IFRS 9 by adjusting the gross carrying amount of the portfolio by reducing contractual cash flows from mortgage loans denominated or indexed to CHF and recognized a provision for the legal risk of the CHF loan portfolio in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent
As part of our audit procedures, we assessed whether the accounting approach applied by the Group is in line with the International Financial
Reporting Standards as adopted by the European
Union (“IFRS”). Our audit procedures were mainly aimed at assessing the model and the particular assumptions adopted by the Management Board that had a significant impact on the level of estimated provisions. In particular, we carried out the following procedures:
we discussed with the Management Board
and specialists involved in estimating the
provision, including the Group's external legal
experts, the assumptions made, taking into
account historical observations, including
information on court judgments, completed
court cases and the current number of new
claims and settlements, as well as the existing
and possible legal decisions, in particular the
decisions of the CJEU;
we assessed the scenarios adopted by the
Group in terms of the expected number of
lawsuits against the Group, prepared, among
others, based on the number of currently filed
lawsuits against the Group based on the built
statistical model (so-called behavioural
model). In cooperation with our internal
valuation specialists, we conducted an
assessment of the assumptions made in the
behavioural model;
we assessed the assumptions adopted by the
Group based on historical data to estimate the
likelihood of future settlements and the level of
losses incurred due to them;
we obtained directly from the Group’s external
legal experts their assessment of the expected scenarios of the resolution of court cases together with an assessment of the probability of these scenarios broken down into homogeneous portfolios identified by the Group, grouped on the basis of individual clauses in contracts;
in cooperation with our internal legal experts,
we analysed the documentation and legal
opinions received directly from the Group's
external legal experts for the purposes of
assessing the risk of losing the court
proceedings, as well as the probabilities of
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Assets for fully repaid loans and when the gross carrying amount of the active loan was lower than the value of the identified risk. The level of deduction of the gross carrying amount of the active portfolio estimated as at 31 December
2023 a nd the level of provisions created
amounted to PLN 4,226,970 thousand and PLN
803,385 thousand, respectively, and the costs of
legal risk recognized in the consolidated income
statement amounted to PLN 2,592,326
thousand.
Estimation of the cost of legal risk related to the portfolio of mortgage loans in CHF is complex and requires a significant degree of judgement due to the high degree of uncertainty of the assumptions made by the Management Board in the model to calculate the costs of legal risk, including forecasted number of lawsuits in the future, as well as possible court settlement scenarios and estimated levels of expected losses on their basis.
Due to the uncertainty as to the assumptions described above, as well as the significant value of the portfolio of loans denominated and indexed to CHF and significant impact of the cost of legal risk on the Group’s financial result, we considered this area to be the key audit matter.
Note 48 Legal risk related to mortgage loans in
CHF i n the consolidated financial statements contains detailed information on the assumptions adopted in the model to calculate the costs of legal risk related to the portfolio of mortgage loans in CHF and possible alternative results presented in as part of the estimation sensitivity analysis as well as current and possible legal decisions, including decisions of the Court of Justice of the European Union (“CJEU”).
particular scenarios of the court verdicts and
settlements;
we analysed the method of calculating the
value of probable losses for each scenario
assumed by the Group based on the historical
data;
we assessed the adequacy of the model used
by the Group to estimate the costs of legal risk
(including checking the correctness and
completeness of the data constituting the basis for the calculation and confirming the mathematical correctness of the calculation).
We also assessed the adequacy and completeness of the disclosures in the consolidated financial statements in accordance with the applicable accounting standards.
Responsibility of the Management and Supervisory Board for the consolidated
financial statements
The Management Board of the Parent Company is responsible for the preparation of the annual
consolidated financial statements that give a true and fair view of the Group’s financial position and
results of operations, in accordance with International Financial Reporting Standards as adopted by
the European Union, the adopted accounting policies, the applicable laws and the Parent Company’s
Articles of Association, and for such internal control as the Management Board determines is
necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
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In preparing the consolidated financial statements, the Parent Company’s Management Board is
responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the
Management Board either intends to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.
The Parent Company’s Management Board and members of the Supervisory Board are obliged to
ensure that the consolidated financial statements comply with the requirements specified in the
Accounting Act of 29 September 1994 (“the Accounting Law”). Members of the Supervisory Board are
responsible for overseeing the financial reporting process.
Auditor’s responsibility for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to issue
an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with the NSA will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in aggregate, they could reasonably be expected to influence economic decisions of
users taken on the basis of these consolidated financial statements.
The scope of the audit does not include an assurance on the Company’s Group’s future profitability
nor the efficiency and effectiveness of the Parent Company’s Management Board conducting its
affairs, now or in future.
As part of an audit in accordance with NSA, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control;
obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control;
evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Parent Company’s Management Board;
conclude on the appropriateness of the Parent Company’s Management Board’s use of the going
concern basis of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the Group’s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the consolidated
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Group to cease to continue as a going concern;
evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the
underlying transactions and events in a manner that achieves fair presentation;
obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the Group audit.
We remain solely responsible for our audit opinion.
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We communicate with the Audit Committee regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, actions
taken to eliminate threats or safeguards applied.
From the matters communicated to the Audit Committee, we determine those matters that were of
most significance in the audit of the consolidated financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.
Other information, including the report on the operations
Other information
Other information comprises:
a Management Board Report on Santander Bank Polska Group Performance in 2023 including
Report on Santander Bank Polska Performance (“the Report on the operation s”) and the corporate
governance statement and the statement on non-financial information referred to in Article 55(2b)
of the Accounting Act which are separate parts of the Report on the operations,
other documents comprising the Annual Report for the financial year ended 31 December 2023
(“the Annual Report”),
(together “Other Information”).
Other information does not include the consolidated financial statements and our auditor’s report thereon.
Responsibility of the Manageme nt and Supervisory Board
The Management Board of the Parent Company is responsible for the preparation of the Other
Information in accordance with the law.
The Parent Company’s Management Board and the members of the Supervisory Board are obliged to
ensure that the Report on the operations including its separate parts complies with the requirements of
the Accounting Law.
Registered auditor’s responsibility
Our opinion on the consolidated financial statements does not cover the Other Information.
In connection with our audit of the consolidated financial statements, our responsibility under NSA is to
read the Other Information and, in doing so, consider whether the Other Information is materially
inconsistent with the information in the consolidated financial statements, our knowledge obtained in
our audit, or otherwise appears to be materially misstated. If, based on the work performed, we
identified a material misstatement in the Other Information, we are obliged to inform about it in our
audit report. In accordance with the requirements of the Law on the Registered Auditors, we are also
obliged to issue an opinion on whether the Report on the operations has been prepared in accordance
with the law and is consistent with information included in annual consolidated financial statements.
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Moreover, we are obliged to issue an opinion on whether the Group provided the required information
in its corporate governance statement and to inform whether the Group prepared a statement on non-
financial information.
In addition, we are required to audit the financial information included in item XI of the Report on the
operations in accordance with the scope described in this audit report and the requirements of the
Banking Law of 29 August 1997 (“the Banking Law”).
Statement on the Other information
We declare, based on the knowl edge of the Group and its environment obtained during our audit, that
we have not identified any material misstatements in the Report on the operations and the remaining
Other information.
Opinion on the Report on the operations
Based on the work we carried out during our audit, in our opinion, the Report on the operations:
has been prepared in accordance with the requirements of Article 49 of the Accounting Act and
para. 71 of the Regulation of the Minister of Finance dated 29 March 2018 on current and
periodical information submitted by issuers of securities and conditions for considering as
equivalent the information required under the legislation of a non-Member State (“Regulation on
current information”) and Article 111(1–2) of the Banking Law;
is consistent with the information in the consolidated financial statements.
Opinion on the corporate governance statement
In our opinion, in its corporate govern ance statement, the Group included information set out in para.
70.6 (5) of the Regulation on current information. In addition, in our opinion, information specified in
paragraph 70.6 (5)(c)–(f), (h) and (i) of the said Regulation included in the corporate governance
statement are consistent with the applicable provisions of the law and with information included in the
consolidated financial statements.
Information on non-financial information
In accordance with the requirements of the Act on the Registered Auditors, we confirm that the Group
has prepared a statement on non-financial information referred to in Article 55(2b) of the Accounting
Act as a separate section of the Report on the operations.
We have not performed any assurance work relating to the statement on non-financial information and
we do not provide any assurance with regard to it.
Report on other legal and regulatory requirements
Report on the compliance of the marking up of consolidated financial statements with the requirements of the European Single Electronic Format (“ESEF”)
In connection with the audit of consolidated financial statements we have been engaged by the Parent
Company’s Management Boar d as part of our audit engagement letter to conduct a reasonable assurance engagement to express an opinion whether the consolidated financial statements of the Group as at and for the year ended 31 December 2023 prepared in the single electronic format contained in the file named ESEF_SantanderBankPolska.zip (the “consolidated financial statements in the ESEF format”) was marked up in accordance with the requirements in the article 4 of the Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format (the “ESEF Regulation”).
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Description of a subject matter and applicable criteria
The consolidated financial statements in the ESEF format were prepared by the Parent Company’s Management Board to comply with the technical requirements regarding the specification of a single electronic reporting format and marking up, which are set out in the ESEF Regulation.
The subject matter of our assurance engagement is the compliance of the consolidated financial statements in the ESEF format with the requirements of the ESEF Regulation and the requirements of this regulation, in our view, constitute appropriate criteria to form a reasonable assurance conclusion.
Responsibility of the Management Board of the Parent Company and the Supervisory Board
The Parent Company’s Management Board is responsible for the preparation of the consolidated financial statements in the ESEF format in accordance with the technical requirements regarding the specification of a single electronic reporting format which are set out in the ESEF Regulation. This responsibility includes the selection and application of appropriate markups in iXBRL using taxonomy specified in the ESEF Regulation. The responsibility of the Management Board also includes designing, implementing and maintaining internal controls relevant for the preparation of the consolidated financial statements in the ESEF format which are free from material non-compliance with the requirements of the ESEF Regulation and their marking-up in compliance with these requirements .
Members of the Parent Company’s Supervisory Board are responsible for overseeing the financial reporting process, which also includes the preparation of the consolidated financial statements in accordance with the format that is compliant with legal requirements.
Our responsibility
Our objective was to express an opinion, based on the conducted reasonable assurance engagement, whether the consolidated financial statements prepared in the ESEF format were marked up, in all material respects, with the requirements of the ESEF Regulation.
We conducted our engagement in accordance with the National Standard on Assurance Engagements other than Audit and Review 3001pl - audit of financial statements prepared in the single electronic reporting format (“KSUA 3001pl”) and where relevant with the National Standard on Assurance Engagements 3000 (R) in the wording of the International Standard on Assurance Services 3000 (Revised) - ‘Assurance Engagements other than Audits and Reviews of Historical Financial Information’ as issued by the National Council of Statutory Auditors (“KSUA 3000(R)”). These standards require that we comply with ethical requirements, plan and perform procedures to obtain reasonable assurance whether the consolidated financial statements in the ESEF format were marked up, in all material respects, in compliance with the specified criteria.
Reasonable assurance is a high level of assurance, but it does not guarantee that the engagement performed in accordance with KSUA 3001pl and KSUA 3000 (R) will always detect the material misstatement (significant non-compliance with the requirements).
The selection of the procedures depends on the auditor's judgement, including the auditor's assessment of the risk of material misstatements, whether due to fraud or error. In performing the assessments of this risk, the auditor shall consider the internal control related to the preparation of the consolidated financial statements in the ESEF format and its marking-up in order to plan appropriate procedures to provide the auditor with sufficient evidence appropriate to the circumstances. The assessment of the functioning of the internal control system was not carried out in order to express an opinion on the effectiveness of its operation.
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Quality management and ethical requirements
We apply the provisions of the National Standard on Quality Control 1 in the wording of the International Standard on Quality Management (PL) 1 – “Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements” as issued by the International Auditing and Assurance Standards Board and adopted by the resolution of the Council of the Polish Audit Supervision Agency. This standard requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
We comply with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants as adopted by resolution of the National Council of Statutory Auditors, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.
Summary of the work performed
Our planned and performed procedures were aimed at obtaining reasonable assurance whether the consolidated financial statements in the ESEF format were marked-up, in all material respects, in compliance with the applicable requirements. Our procedures included in particular:
obtaining an understanding of the process of preparation of the consolidated financial statements in the ESEF format, including the process of selection and application by the Group of the XBRL tags and ensuring the compliance with the ESEF Regulation, including understanding the mechanism of the internal control system related to this process;
reconciliation, on a selected sample, of the marked-up information contained in the consolidated financial statements in the ESEF format to the audited consolidated financial statements;
evaluating of compliance with the technical standards regarding the specification of a single
electronic reporting format, including the use of XHTML , using a specialised IT tool and with the
support of an IT expert assessment;
evaluating the completeness of marking up the consolidated financial statements in the ESEF format using the iXBRL tags;
evaluating the appropriateness of the use of XBRL tags selected from the taxonomy defined in the ESEF Regulation and whether the extension markups were used appropriately where no suitable element in taxonomy defined in the ESEF Regulation has been identified;
evaluating the appropriateness of anchoring of the extension elements to the ESEF taxonomy from the ESEF regulation .
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.
Conclusion
In our opinion, based on the procedures performed, the consolidated financial statements in the ESEF format were marked-up, in all material respects, in compliance with the requirements of the ESEF Regulation.
Information on compliance with prudential regulations
The Management Board of the Parent Company is responsible for complying with the applicable prudential regulations set out in separate legislation, and in particular, for correct determination of the capital ratios.
The capital ratios as at 31 December 2023 have been presented in Note 5 of the consolidated
financial statements and include Tier 1 capital ratio and the total capital ratio.
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We are obliged to inform in our report on the audit of the consolidated financial statements whether
the Group has complied with the applicable prudential regulations set out in separate legislation, and
in particular, whether the Group has correctly determined its capital ratios. For the purposes of the
said information, the following legal acts are understood as separate legislation: Regulation (EU) no.
575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements
for credit institutions and investment firms and amending Regulation (EU) No 648/2012, as amended
(“CRR”), the Banking Law and the Act of 5 August 2015 on macro-prudential supervision over the
financial system and on crisis management in the financial system (“the Act on macro-prudential
supervision”).
It is not the purpose of an audit of the consolidated financial statements to present an opinion on
compliance with the applicable prudential regulations specified in the separate legislation specified
above, and in particular, on the correct determination of the capital ratios, and therefore, we do not
express such an opinion.
Based on the work performed by us, we inform you that we have not identified:
any cases of non-compliance by the Group with the applicable prudential regulations set out in
separate legislation referred to above, in the period from 1 January t o 31 December 2023;
any irregularities in the determination by th e Group of the capital ratios as at 31 December 2023 in
accordance with the separate legislation referred to above;
which would have a material impact on the consolidated financial statements.
Statement on the provision of non-audit services
To the best of our knowledge and belief, we declare that the non-audit services we have provided to
th e Parent Company, its parent company and its controlled entities within the European Union are in
accordance with the applicable laws and regulations in Poland and that we have not provided any
non-audit services prohibited under Article 5(1) of the EU regulation and Article 136 of the Law on
Registered Auditors.
The non-audit services which we have provided to the Parent Company and its controlled entities
within the European Union during the audited period are disclosed in the Report on the operations.
Appointment
We were first appointed to audit the annual consolidated financial statements of the Group by resolution of the Supervisory Board dated 22 March 2016 and re-appointed by resolution dated 28 September 2022. We have been auditing the Group’s consolidated financial statements without interruption since the financial year ended 31 December 2016, i.e. for eight consecutive years.
The Key Registered Auditor responsible for the audit on behalf of PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp. k., a company entered on the list of Registered
Audit Companies with the number 144, is Tomasz Drzewiecki.
Tomasz Drzewiecki
Key Registered Auditor
No. in the registry 13488
Warsaw, 15 February 2024