POLAND Law and Practice Contributed by: Marcin Olechowski, Wojciech Iwański, Tytus Brzezicki and Piotr Orłowski, Sołtysiński Kawecki & Szlęzak
well as banks that the PFSA designates as significant); • adopt a diversity policy in the management board – which should take into account the broad set of qualities and competencies required for board members and be adopted by a nomination committee or the supervisory board – and also notify the PFSA about their respective gender pay gaps every year; • preserve banking secrecy – the bank, all its employees and the persons through whom the bank performs banking activities are obliged to maintain banking secrecy, which includes all information concerning the bank - ing activity obtained during the negotiation, conclusion and execution of the contract under which the bank performs this activity (the BL specifies when information subject to banking secrecy may be disclosed and impermissible disclosure involves criminal liability). Soft Law and Industry Initiatives The PFSA issued a dedicated recommenda - tion concerning the principles of internal gov - ernance in banks – namely, Recommendation Z ( Rekomendacja Z ). The document contains a set of general and specific rules governing many aspects of a bank’s governance, ranging from separating functions within the internal structure to managing conflicts of interest to risk or out - sourcing management. The European Banking Authority (EBA) Guide - lines on internal governance (EBA/GL/2017/11) are applicable in Poland. The PFSA also issued a more general recommendation – namely, the Corporate Governance Rules for Supervised Entities ( Zasady Ładu Korporacyjnego dla Insty- tucji Nadzorowanych ), which apply to all super - vised entities.
Banks listed on the Warsaw Stock Exchange (WSE) are also obligated to adhere to the Good Practices of Listed Companies issued by the WSE (the “WSE Good Practices”). The WSE Good Practices are based on a “comply or explain” principle. 4.2 Registration and Oversight of Senior Management General Management board members (including the president of the management board) are appointed by the supervisory board. A bank’s management board and supervisory board members should have the knowledge, skills and experience appropriate for their respective functions and duties. They should also assure due performance of those duties. Notably, this refers to the person’s reputation, honesty, integ - rity, and ability to run the bank’s business in a prudent and stable manner (the “fit and proper Management and supervisory board members are subject to regular civil liability towards the bank itself and its shareholders. Additionally, the PFSA may impose on them penalties for non- compliance with the issued guidance or other applicable obligations. The penalties are up to approximately PLN20 million (approximately EUR4 million). PFSA Approval requirement”). Accountability Appointing the president of the management board and the management board member responsible for risk management requires the PFSA’s approval. The PFSA must be notified with the following information: • the identification of the candidate;
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