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New Obligation for Public Companies: Adoption of Compensation Policy

Companies with at least one share admitted to trading on a regulated market are now required to pay compensation to management board and supervisory board members exclusively on the basis of adopted compensation policy.

What Will Change?

On November 30, 2019, a law was enacted which amended the Act on Public Offer and Terms of Introduction of Financial Instruments to Organised Trading, and on Public Companies and Selected Other Acts [Ustawa o ofercie publicznej i warunkach wprowadzenia instrumentów finansowych do zorganizowanego systemu obrotu oraz o spółkach publicznych oraz niektórych innych ustaw] (Journal of Laws/Dz. U. 2019.2217).

Under the new regulations, public companies seated in Poland with at least one share admitted to trading on a regulated market, are now required to adopt a compensation policy. The compensation of management board and supervisory board members must be paid in compliance with such policy.

What is Compensation Policy?

The lawmakers expect that a compensation policy will facilitate implementation of a company’s business strategy and achievement of long-term goals, as well as improve stability. The policy should explain various factors, both financial and non-financial, and define rules driving the compensation of management board and supervisory board members.

Whose Obligation Is It to Adopt Compensation Policy?

The obligation to adopt a compensation policy lies with the company shareholders’ meeting. A relevant resolution should be passed by June 30, 2020, so companies may hold off adopting a policy until the next annual shareholders’ meeting for 2019, with no need to convene an additional meeting especially for this purpose. Further resolutions on a compensation policy must be passed at least every four years so as to ensure that the document stays up-to-date and reflects market conditions and the financial standing of the company.

Are There Any Exceptions?

Pursuant to the Act, it is possible to derogate from the compensation policy temporarily in the case where such derogation is necessary to meet long-term goals and ensure company’s financial stability or viability. The procedure to be applied in the abovementioned circumstances must be specified in the compensation policy, whereas the authority to decide that a derogation is necessary lies with the supervisory board.

Compensation Reports

A company supervisory board will be also required to prepare a compensation report every year, with the first one covering 2019 and 2020 collectively, as an option. A compensation report should contain a detailed overview of compensation paid over the past financial year, with respect to each management board and supervisory board member separately. The supervisory board is required to provide information such as the total compensation of supervisory board members, state if the compensation complies with the compensation policy adopted and explain how it contributes to achievement of company’s long-term financial goals. The report should be published on the company website and be available there for at least 10 years.

The report should be examined by an auditor, with the shareholders’ meeting required to adopt a resolution approving the compensation report.

Fine

A company which evades preparing or publishing a compensation policy, as well as including in the policy false information or failing to include the information required is liable to a fine.
If you have any questions regarding a compensation policy, let us know.

Contact

Piotr Wojnar
Attorney-at-law/ Managing Partner
piotr.wojnar@actlegal-bsww.com  
+48 22 420 59 59

Jacek Bieniak
Attorney-at-law / Managing Partner
jacek.bieniak@actlegal-bsww.com
+48 22 420 59 59

Marta Podskarbi
Attorney-at-law / Senior Associate
marta.podskarbi@actlegal-bsww.com
+48 22 420 59 59

Ewa Bieniak
Attorney-at-law / Of Counsel
ewa.bieniak@actlegal-bsww.com
+48 22 420 59 59

06.12.2019

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