POLAND Law and Practice Contributed by: Marcin Olechowski, Wojciech Iwański, Tytus Brzezicki and Piotr Orłowski, Sołtysiński Kawecki & Szlęzak
4. Governance 4.1 Corporate Governance Requirements General Corporate Structure The Commercial Companies Code is the pri - mary source of law for joint stock companies, including banks (subject to differences resulting from the BL). The Commercial Companies Code provides for a two-tier board structure and the governing bodies of a bank include the man - agement board, the supervisory board and the shareholders’ general meeting. Additional Requirements The BL introduces additional, specific corporate governance requirements, generally in line with EU law requirements for credit institutions. The measures include an obligation to: • introduce a management system consisting of, at least, a risk management system and an internal control system; • separate a risk division from other divisions and appoint a dedicated board member responsible for risk management who also cannot oversee an area that generates risk for the bank’s operations; • separate the function of the dedicated board member responsible for risk management from the president of the management board who also may not be entrusted with supervis - ing an area that generates a material risk for the bank’s operations; • separate a control function, compliance unit, and independent internal audit unit (within the internal control system); • establish, within the supervisory board, a nomination committee, a risk committee and a remuneration committee (this applies to significant banks – ie, listed banks or banks with more than a 2% share in the banking sector’s assets, deposits or own funds, as
• information on the applicant’s intention regarding the bank’s future business activity. Detailed requirements for all this information and these documents are provided in second - ary legislation. An important part of the filing is constituted by the commitments undertaken by the investor(s) vis-à-vis the PFSA concerning the target bank and its activities. The PFSA may object to the intended acquisition or subscription for shares if: • the applicant has failed to supplement the notification; • the applicant has not provided the additional information required by the PFSA within the deadline; or • it is justified by the need for the prudent and stable management of the bank due to the possible impact of the applicant on the bank or the possible impact of the applicant’s financial situation. The PFSA’s objection (or decision declaring the absence of grounds for it) may be issued within 60 working days following receipt of the com - plete notification. However, in practice, such proceedings usually last for approximately four to six months, as the PFSA issues extensive requests related to the submitted documents. No voting rights may be exercised from the shares acquired or subscribed for in violation of the relevant regulatory filing rules.
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