Management Board of a limited liability company in the light of the proposed amendment to the Commercial Companies Code

On August 5, 2020, a draft act amending the Commercial Companies Code and certain other acts by the Minister of State Assets was sent for public consultation, which introduces a number of significant changes to the existing regulations.

The following sections present the most important elements of the planned changes relating to the management board of a limited liability company:

• If the articles of association so provide, the supervisory board may use the services of a professional advisor when conducting the qualification procedure;
• The term of office of the Management Board shall be calculated in full financial years, unless the Articles of Association provide otherwise;
• The former member of the management board (and not only the „dismissed member of the management board”) is entitled and obliged to provide explanations in the course of preparing the management report on the activities and financial statements, covering the period of holding the position of member of the management board, and to participate in the shareholders’ meeting approving these reports, unless the shareholders’ resolution provides otherwise;
• Resolutions of the Management Board are to be recorded in the minutes; the minutes should include the agenda, surnames and forenames of the Management Board members present and the number of votes cast for individual resolutions. The minutes shall also indicate the dissenting opinions expressed by the member of the Management Board, together with any justifications. The minutes shall be signed by the current members of the Management Board
• In performing his duties, a member of the management board should exercise due diligence resulting from the professional nature of his business and maintain loyalty to the company;
• A board member may not disclose the company’s secrets even after the expiry of his mandate.