Supervisory Board in Polish Company
The Supervisory Board or the Audit Committee shall be created in Polish companies whose share capital exceeds 500,000 zlotys and where there are more than twenty-five shareholders. Below these requirements, the Audit Committee shall be an optional body, that is it may, although it does not have to, be created by the partners of the company. Polish Supervisory Board shall consist of at least three members appointed and dismissed by a resolution of the shareholders. The members of the Polish Supervisory Board shall be appointed for one year and a resolution of the shareholders may dismiss them at any time (unless the articles of association provide otherwise).
Tasks of Supervisory Board in Poland
The Supervisory Board in Poland is a supervisory body within the structure of the Polish company which shall exercise permanent supervision over all areas of the activities of the company. The special duties of the Polish Supervisory Board shall include evaluating the reports concerning activities of the company and financial reports for the previous financial year. Other duties of the Supervisory Board in Poland shall include evaluating the reports with regard to their conformity with the books and documents, as well as with the actual state of affairs, and proposals of the Management Board concerning the division of profits or the financing of losses. Therefore, the Supervisory Board in Poland may review all company documents, request reports and explanations from the Management Board and the employees, and review the state of the company's assets or request reports and explanations not only from the members of the Management Board but also from other employees of the company. Moreover, the Supervisory Board in Poland in certain situations has a right to convene the ordinary and extraordinary shareholders' meeting and to challenge resolutions adopted at the general shareholders' meeting.
Polish Supervisory Board has the right to suspend any or all members of the Management Board from their duties. If the supervisory board or the audit committee are created, the articles of association may exclude or limit the exercise of individual control by the shareholders. Therefore, for instance the board is not allowed to negotiate with customers. However, the supervisory board may indirectly influence the activities of the management board through formation of its membership if the articles of association grant the board such rights. Moreover, the supervisory board shall represent the company in agreements between the company and the member of the management board as well as in disputes between them.
Members of the Supervisory Board
A member of the Supervisory Board in Poland may not serve for more than five years. A member of the management board, a chief accountant, a holder of the commercial power of attorney, a liquidator, a manager of a branch or factory, a legal advisor or advocate and any other person who is directly answerable to a member of the management board or a liquidator may not be at the same time a member of the supervisory board. The supervisory board shall adopt resolutions if its meeting is attended by at least half of its members (although the articles of association may stipulate stricter rules, e.g. an absolute majority requirement). The supervisory board shall be convened no less than 3 times during a financial year. The supervisory board meeting may be convened at a request of a board member or the management board, then the head of the board is obliged to convene the meeting within 2 weeks time. Minutes shall be taken of the meeting of the supervisory board.
Usually the mandates of the member of the supervisory board shall expire on the date of the general meeting which approves the financial report for the first full financial year of service as a member. Where the members of the supervisory board are appointed for a period longer than one year, their mandates shall expire on the day when the general meeting, which approves the financial report for the last full financial year of their service, has been held. It is important to emphasize however, that the articles of association may provide other regulations in this matter (code regulations apply only when the articles of association do not provide for it). The mandate of the member of the supervisory board shall expire also as a result of the resignation or death.
Remuneration of Supervisory Board in Poland
The remuneration of the supervisory board member is subject to personal income tax; therefore income shall be recognized as income from activity performed personally.
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