POLAND Law and Practice Contributed by: Łukasz Klimczyk, Maciej Skrzypek, Beata Danel-Skrzypek and Piotr Klepuszewski, SLK Partners
Separation of functions and organ independence Management board members may not: • hold positions in other governing bodies of the same federation (subject to limited electoral excep - tions); • act simultaneously as national team coaches or coaching staff members; or • be employed by or perform work for the ministry responsible for sport. Business activity restrictions and conflicts of interest Board members may not: • conduct business connected with federation activi - ties; • hold shares in entities providing services to the federation; • perform management or supervisory roles in such entities; or • maintain certain family relationships with other board members. Conflicting activities must be relinquished within 30 days of appointment; otherwise, mandatory dismissal applies. Reputational and ethical standards (fit and proper elements) A person may not serve on the management board if they: • have been finally convicted of an intentional crimi - nal offence; • have received anti-doping sanctions exceeding 24 months; or • have held specified roles in former state security institutions. Duty of loyalty and conflict management Board and supervisory body members must avoid actions contrary to the federation’s interests and abstain from voting in cases of conflict of interest.
Financial oversight and transparency Annual financial statements must be audited by a statutory auditor, and the general assembly approves annual financial and activity reports. Approved reports must be submitted to the minister responsible for sport and published in the Public Infor - mation Bulletin (BIP). Enforcement mechanisms Governance standards are enforced through: • mandatory dismissal for breach of conflict rules; • ministerial oversight via reporting obligations; and • supervision by the general assembly. These governance rules apply directly only to Polish sports federations and do not automatically extend to Polish law does not provide a uniform system of own - ers’ and directors’ tests comparable to common law jurisdictions. However, the Sports Act restricts multi- club ownership within the same discipline. A person holding membership, shares or governance functions in one club affiliated with a federation may not simul - taneously: • be a member of another club competing in the same sport; • hold shares in such a club; or • serve on the governing or supervisory bodies of another competing club. Governance Duties Depending on Legal Form Management board members of companies are sub - ject to standard commercial law duties, including acting in the company’s best interests and exercising due care. They are potentially liability for company obligations (eg, in an insolvency). Board members of associations operate under the Law on Associations and must manage the organisation in accordance with its statutes and interests. Polish law does not provide statutory sporting sanc - tions for insolvency (eg, automatic points deductions); regional federations or sports clubs. Multi-Club Ownership Restrictions
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