Directors’ Duties in Poland

>> Board Requirements in Poland

Appointment of management board members

The appointment and removal of management board members is controlled by the company’s Articles of Association. The management board members are appointed and removed by the Shareholders Meeting. The appointment and removal is effective as of the date of the shareholders meeting resolution, however, it also requires registration with the National Court.

Board meetings and composition requirements

Generally, the management board of the company is composed of one or more members, including the President of the management board, appointed for an unlimited period of time and revoked pursuant to a shareholders meeting resolution. The management board members must be over 18 years of age and of full legal capacity.

Further, if a management board member has been sentenced to a crime as listed by the Polish Penal Code, then they are barred from being appointed. This also applies to those sentenced for a violation of any of the following: acts to detriment of the company

  • false data announcement
  • facilitation of illegal voting
  • participation in illegal voting

Five years must pass following the sentencing of the crime before the individual may be considered for appointment as a management board member. In addition, they must not be barred from acting as a management board member for any reasons, ie by order of the court in connection with insolvency proceedings.

Note that there are no qualifying requirements concerning the eligibility of a management board member for appointment (nationality, citizenship, residence are not relevant).

Signatory rights/powers of directors

According to the Commercial Companies Code, resolutions of the management board member will be adopted by an absolute majority of

votes, ie more than half (51%), providing that all the members of the management board were properly notified of the meeting.

  • If the management board is composed of one person, the right to represent the company is exercised by the one member of the management board.
  • If the management board is composed of more than one person, the President of the management board is entitled to represent the company individually. In other cases, the right to represent the company is exercised by two other members of the management board acting jointly or one member of the management board acting jointly with a proxy.

Conflicts

Pursuant to Polish legislation management board members may not, without the consent of the company, engage in competing business either directly or indirectly. This also applies where a management board member holds more than a 10% interest in the share capital of a competitor.

In the event of a conflict of interest between the company and a management board member, his/ her spouse, relatives by blood, those with second degree affinity and persons with whom the management board member has had a personal relationship, the management board member shall refrain from participating in the management or settlement of such issues and should request that this fact be recorded in the minutes.


Latest version updated 4th April 2018

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