The Committee on Ownership Supervision Reform at the Ministry of State Acts has developed a draft amendment to the Commercial Companies Code and some other laws. A public consultation of the proposed legislation began on Wednesday.
The document is a summary of what has been done to date since February.
Its aim is to draw up a proposal for reform of the rules on ownership supervision, and in particular to provide recommendations on the introduction of corporate law, to increase the efficiency of supervisory boards and to develop other recommendations on the reform of commercial law.
The Code of Commercial Companies was established in 2000 and by past two decades were not modernised and reformed in many areas. The Polish economy underwent a huge transformation at that time. Thanks to the actions of the Ownership Supervision Reform Commission, the Act will be adapted to current realities.
four expert teams
As part of the work of the MAP-based Commission, special expert teams were set up to present proposals for amending the Code and other areas of commercial law. The expert teams included the most prominent legal and university representatives, as well as representatives of private companies and the Treasury. Deputy Prime Minister, Minister of State Assets Jacek Sasin and Deputy Minister of State Assets Janusz Kowalski became President of the Commission.
They were working on the project. four various teams of specialists:
- • on the reform of commercial law led by Dr. Piotr Pinior (prof.
- • on improving the effectiveness of supervisory boards chaired by Dr. Radosław Kwasnicki
- • on corporate law under the chairmanship of prof. Andrzej Szumański (prof. UJ)
- • Dr. Mirosław Pawełczyk (prof. UŚ) – who actively supported all those working on the projects of the expert group.
Proposed amendments
The draft proposal submitted for consultation deserves particular attention – the law of groups of companies, also called holding rights. This is a solution not existing in the Polish legal system. The amendment prepared with the participation of Professor Andrzej Szumański regulates the issues of company groups.
Thanks to the proposed changes, the parent company will be able to issue binding orders to other companies in the group to implement a common strategy. Legislative amendments will also include a broad sense of commercial law.
The proposed rules include, inter alia, a precise definition of how to calculate the term of office of board members and supervisory boards. It also introduces the principle of Business Judgement Rule into Polish legislation (the principle of business assessment of the situation) and defines the basic duties of members of the bodies.
The key issue of the reform is how supervisory boards operate. The consulted proposals also define, among others, a directory of information that the board will be required to provide to the Supervisory Board regularly. This in turn will be equipped with the possibility of independent (i.e.
without the involvement of the board) selection and employment of an external entity, the so-called supervisory board adviser, who has the knowledge and qualifications necessary to examine specific issues concerning the functioning of the company, including the status of its assets to the extent permitted by the partners).
- The solutions we present are the result of the work of expert teams, in which not only prominent lawyers participated, but also representatives of business circles. Public consultation is the time in which any person interested in the project can participate in our work, presenting their perspective or ideas on how to improve the project. For all such votes we will be grateful because we want to create a good law that will strengthen the Polish economy for the benefit of all of us - says Janusz Kowalski, Deputy Minister of State Assets, Government Plenipotentiary for the Reform of Ownership Over Treasury Companies.