act legal covers all major European business centres.
Warsaw | Amsterdam | Bratislava | Bucharest | Budapest | Frankfurt | Milan | Prague | Vienna
meet us at


Legal alert

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.


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.


Piotr Wojnar
Attorney-at-law/ Managing Partner  
+48 22 420 59 59

Jacek Bieniak
Attorney-at-law / Managing Partner
+48 22 420 59 59

Marta Podskarbi
Attorney-at-law / Senior Associate
+48 22 420 59 59

Ewa Bieniak
Attorney-at-law / Of Counsel
+48 22 420 59 59


Related news

Press releases

act BSWW legal & tax provided advice to a company from Profit Development S.A. Group on the acquisition of the real estate located in Warsaw

The team of act BSWW legal & tax provided comprehensive legal advice on the conclusion of a sales and purchase agreement between the seller and a company from the Profit Development S.A. Group, which concerned  a real estate located in Warsaw, Ostródzka Street. The...

Press releases

act BSWW legal & tax advised Archicom S.A. on land acquisition in Wroclaw

The legal team of act BSWW legal & tax was responsible for providing comprehensive legal advice to Archicom S.A. on the acquisition of land in Wroclaw, on Wladyslawa Reymonta Street. The transaction was led by Mateusz Prokopiuk/ Partner with the support of Aneta Gi...

Press releases

act BSWW legal & tax advises WSE-listed developer on acquisitions for residential developments in Kraków

The team led by Michał Wielhorski, Managing Partner, advised ED Invest S.A. on a number of transactions involving the acquisition of land for multi-family residential developments in Kraków. Other team members included: Mateusz Prokopiuk, Partner and Aneta G...

Press releases

act BSWW legal & tax advised on the conclusion of lease agreements for space in the “Plac Unii” complex

The real estate team of act BSWW legal & tax was responsible for providing comprehensive legal advice in the process of negotiating and concluding lease agreements for office, retail and service space located in the “Plac Unii” complex, on Pulawska Street in Warsaw....

Press releases

act BSWW legal & tax advises a company controlled by Adventum Group on acquisition of the Wola Retro office building in Warsaw, for almost EUR 70 million

The act BSWW team provided comprehensive advice on both: financing and acquisition of the Wola Retro office building in Warsaw. Financing part of the deal was led by Marta Kosiedowska (Partner) with support of Mariusz Grochowski (Senior Associate). Transaction itself ...


Get the RET right. The tax side of real estate | June 2022

Ministry of Finance suggests more changes to income taxes. Following prior announcements, the draft Act of June 27, 2022 Amending the Corporate Income Tax Act and Selected Other Acts has been published recently. It covers the following: - Postponement (until the end ...

View all