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Strengthening of the role of supervisory boards in companies

The bill of a new act amending the Commercial Companies Code aims at strengthening supervision in capital companies. The proposed changes provide for the introduction of an advisor to the supervisory board and the requirement to obtain the consent of the supervisory board to enter into transactions of significant value.

 The purpose of the bill amending the "Code of Commercial Companies and Other Acts" is to increase the effectiveness of corporate supervision carried out by supervisory boards of capital companies, which may contribute to reducing the risks associated with the business activities of these entities, as well as eliminating publicly perceived cases of abuse related to their functioning.

Strengthening the role of supervisory boards in capital companies will take place by introducing the following changes:

  •  Obligation of the management board to provide certain information to the supervisory board on its own initiative;
  • The right of the supervisory board to demand that information, documents, reports or explanations be prepared or provided;
  • Introduction of an advisor to the supervisory board. The proposed regulation provides for the provision of the supervisory body of each capital company with the right to independently (i.e. bypassing the management board) select a specific external entity, that has professional knowledge and qualifications, in order to examine specific issues concerning the company, including its assets;
  • Introduction of a requirement to obtain the consent of the supervisory board for entering into transactions of significant value;
  • Obligation of loyalty, i.e. imposing an obligation on members of management and supervisory bodies of capital companies to remain loyal to the company;
  • Introduction of the Business Judgment Rule in order to allow for a definitive decision on the exclusion of liability for damage caused to the company as a result of decisions of authorities that turn out to be incorrect, provided that they were taken within the limits of a justified business risk based on information adequate to the circumstances;
  • Adopting resolutions and holding meetings via electronic means of communication in management and supervisory bodies.

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