Management board of a joint-stock company

The management board conducts the company’s affairs and represents it externally. It may consist of one or several members. Individuals appointed to the board may come from among the shareholders or from outside the shareholder group. Board members are appointed and dismissed by the supervisory board unless the articles provide otherwise. The general meeting may also dismiss or suspend a board member. The articles or a resolution of the general meeting may set requirements for candidates.

Qualification procedure

The articles or a resolution of the general meeting may introduce a requirement to conduct a qualification procedure before appointing a board member. They may also define the rules and procedure for such a process.

Term of office of the board

A board member is appointed for a term not exceeding five years. The term is calculated in full financial years. Reappointment is possible, but not earlier than one year before the end of the current term. The articles may provide for partial renewal of the board. A mandate expires no later than on the day of the general meeting approving the financial statements for the last year of service. A mandate also expires upon death, resignation or dismissal. In specific cases, a resignation must be submitted to the supervisory board or to the shareholders.

Dismissal of a board member

A board member may be dismissed at any time. This does not deprive them of claims arising from the legal relationship under which they served. The articles may limit the right of dismissal to important reasons. A former board member must provide explanations when management reports are prepared and must attend the general meeting approving those reports unless the meeting decides otherwise.

Rules of operation of the board

In a multi‑member board, all members manage the company jointly unless the articles provide otherwise. Resolutions are adopted by a majority of votes. The articles may grant the president a casting vote. Meetings may be held remotely. Resolutions may be adopted in writing or using remote communication. Members may vote through another board member acting on their behalf. Appointing a commercial proxy requires unanimous consent of all board members.

Representation of the company

A board member has the right to represent the company in all judicial and non‑judicial matters. Any limitation of this right has no effect towards third parties. In a multi‑member board, the method of representation is defined in the articles. If the articles are silent, two board members act jointly or one board member acts together with a commercial proxy.

Company documentation requirements

Company letters and commercial orders, including electronic ones, must include the company’s name, registered office, address, registration number, tax identification number, the amount of share capital and paid‑up capital, and the group designation if the company belongs to a group.

Internal limitations

Board members are subject to limitations arising from the law, the articles, the board’s regulations and resolutions of the company’s bodies. The general meeting and the supervisory board may not issue binding instructions to the board regarding the management of the company.

Minutes of board meetings

Board resolutions must be recorded in minutes. The minutes include the agenda, the names of participants and the voting results. Dissenting opinions must be noted together with their justification. The minutes are signed by the person chairing the meeting or conducting the vote.

Conflict of interest

If a conflict arises between the interests of the company and those of a board member or related persons, the board member must disclose the conflict and refrain from participating in the decision. They may request that this be recorded in the minutes.

Duty of loyalty

A board member must act with professional diligence and loyalty towards the company. They must not disclose the company’s secrets, even after their mandate ends.

Remuneration of the board

The remuneration of board members is determined by the supervisory board unless the articles provide otherwise. The general meeting may set remuneration rules, including limits on benefits and participation in profit.

Representation in agreements with a board member

In agreements between the company and a board member, the company is represented by the supervisory board or a proxy appointed by the general meeting. In a single‑shareholder company, a legal act between the sole shareholder and the company requires a notarial deed.

Prohibition of competitive activity

A board member may not engage in competitive activities or participate in competing companies without the company’s consent. The prohibition also applies to holding at least ten percent of shares or voting rights in a competing company.

Information duties towards the supervisory board

The board must inform the supervisory board about resolutions, the company’s situation, the implementation of strategy, significant transactions and changes to previously provided information. These duties also cover data concerning subsidiaries and related companies. Information is provided at supervisory board meetings or immediately after relevant events occur. The articles may limit these duties.

Polish commercial companies   Partnerships in Poland   Polish capital companies   Group of companies   General partnership in Poland
Professional partnership in Poland   Limited partnership in Poland   Limited joint-stock partnership in Poland   Limited liability company in Poland
Shareholders on a limited liability company in Poland   Management board of the llc company   Amendment of the company agreement
Simple joint-stock company in Poland   Shareholders’ rights in simple joint‑stock company   Management in a simple joint-stock company
Shares of simple joint-stock company   Establishing a joint-stock company   Rights and obligations shareholders of a joint-stock company
Management board of a joint-stock company   Supervisory board of a joint-stock company   General meeting in a joint‑stock company