Control and effective operation of supervisory boards

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.

Author

Aleksandra Lindner

Adwokat, Partner

Expert in energy, commercial and business law - She has extensive experience in the areas of energy, commercial and business law, gained both at renowned Warsaw law firms and by serving as in-house lawyer at leading energy, financial and new technology companies. Her professional practice focuses on providing comprehensive legal services to corporations, managing mergers and acquisitions (M&A) transactions, transformations of commercial companies, and in resolving corporate disputes.

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