The Amendment contains provisions granting supervisory boards new powers, such as: the duty to assess the management board’s reports on the company’s activities and the financial statements for the previous financial year in terms of their compliance with the books and records, as well as with the actual state of affairs; the obligation to assess the management board’s proposals regarding the distribution of profit or coverage of losses for the previous financial year; and the obligation to prepare and submit to the shareholders’ meeting an annual report on the results of the assessment referred to above.
In addition, the Amendment provides for the introduction of reporting obligations for supervisory boards. In accordance with the proposed text of the Amendment, the provisions of Article 219(3), Article 30069(3) and Article 388(3) of the Commercial Companies Code will require the supervisory board to prepare and present an annual report on its activities to the shareholders’ meeting or the general meeting of shareholders. In addition, with regard solely to joint-stock companies, the minimum content of the supervisory board’s report has also been specified.
The amendment to the Commercial Companies Code also aims to strengthen internal control in capital companies by increasing the effectiveness of supervisory boards and ensuring they have ongoing access to information regarding the company’s affairs. To this end, supervisory boards are to be equipped with new or improved control tools, such as:
- the ability to engage (at the company’s expense) the services of an independent adviser,
- the right to obtain information directly from the company’s employees,
- the ability to establish special supervisory board committees,
- a statutory obligation on the management board to provide the supervisory board with specific information.
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Aleksandra Lindner is a Polish advocate (adwokat), a partner at HWW and a court mediator. She advises on corporate matters, M&A transactions, contracts and disputes, and heads the firm’s energy law practice covering electricity, gas, heat and flexibility services. Distinguished in the DGP 2026 Index of Law Firms and Lawyers of the Future in the category “Energy and green transformation”.
Aleksandra Lindner’s experience and publications →
