You must act within the powers imposed by the
Commercial Companies Code and Articles of Association. As a management board member you are required to act in accordance with legislation and act in good faith, in the company’s best interest, and to discharge your duties with the degree of diligence which is regarded as proper for the professional nature of your activities. You must also comply with legislation and the company’s constitutional documents.
In exercising management board members’ powers, you are required to exhibit a certain degree of care, diligence and skill. The management board member’s goal is to act in the best interest of the company. Therefore,
the management board member’s actions and
potential liability is assessed based on the profit and damage caused to the company.
As a management board member, you must act in a way which you think is most likely to promote the success of the company. You need to consider a number of statutory factors relating to corporate requirements, including the long term consequences of your decisions, the company’s reputation and the interests of other company stakeholders such as employees, customers and the community. The general duties of the management board members are the:
There are many other areas of law which impose duties on management board member and senior managers, matters likely to be of particular relevance, depending upon the nature of the entity and its activities, are set out below:
Any serious accidental injury and investigations and environmental breaches if applicable must be reported in accordance with company policy. For example, you must ensure the company follows all the requirements of the relevant labour law with respect to the workplace regulations. This also includes health and safety laws. Management board members may not release themselves from their duty to observe employees and in a case of non-observance, resulting in an accident of the employee, you can be held liable. You therefore must ensure you consider the following: – assess risks for health and safety
You must comply with all areas of tax law and regulations. Failure to do so may leave you liable for late/non-payment of taxes. Responsibility for the tax arrears of the company is jointly and severally borne by management board members, if enforcement against the company’s property proved to be entirely or partly ineffective, and if a management board member does not prove that:
The responsibility of management board members covers tax arrears for the period when they performed the duties of a management board member. However, please note, that in
order to make the management board member liable for areas of tax law, the tax authority decision has to be issued.
The Data Privacy regulations are complex and broad in Poland, management board members should therefore seek advice when reviewing the company’s data security policy. However, generally speaking the management board members representing the company are obliged to comply with the data protection provisions and ensure the company’s compliance with the Polish Data Protection Act. In particular, they must provide a legal basis for the use of protected data and be able to certify that all sensitive personal data is protected. If the data stored by the company is unsecured, stolen and/or leaked, the management board members may be held both personally and criminally liable.