We are handing over to you The Sample Independence Verification Form for Supervisory Board Members prepared by the Association of Independent Non-Executive Directors. This document facilitates the verification of independence of Supervisory Board Members (Non-Executive Directors) of public companies.

In the Association's view, the participation of independent Supervisory Board Members is one of the key conditions for effective supervision of a company. Therefore, ensuring effective independence is in the interest of all companies, their shareholders and other stakeholders.

Members of the Supervisory Board who have declared that they meet the independence criteria, should be subject to annual verification in this regard. This form may be helpful in conducting this assessment. We recommend that the Supervisory Board perform the aforementioned verification before submitting the Supervisory Board's statement on the appointment, composition and functioning of the audit committee, including the fulfilment of the independence criteria by its members, for the purposes of the annual reports. Ideally, this verification should take place in the form of a debate during a Supervisory Board meeting, based on the annually completed forms. We also recommend that the completion of the verification process materialise in the form of a resolution adopted by the Supervisory Board, which will include an assessment of the fulfilment of the independence criteria by individual independent Supervisory Board Members. This form can also be used by shareholders to verify their proposed candidates for independent Supervisory Board Members.

We draw attention to the European Commission Recommendation of 15 February 2005, according to which "The (supervisory) board may consider that, although a particular director meets all of the criteria laid down at national level for assessment of the independence of directors, he cannot be considered independent owing to the specific circumstances of the person or the company; and the converse also applies."

In situations where there is any doubt about the independence of a person, we recommend that such a person be considered as not meeting the independence criteria.

A PDF version of the Form can be found here, while a Word version here.

We are pleased to present our publication entitled “Supervisory Boards through the eyes of independent members”, which summarises the results of a survey conducted among the members of the Association of Independent Non-Executive Directors.

The survey allowed us to learn the opinions of non-executive directors in Poland on many important topics.

In the case of some questions, the results of the survey confirmed some frequently repeated opinions on corporate governance. Some of the answers shed new light on important issues for the market. In other cases, however, the results seem to undermine some common opinions, and perhaps even dispel some myths. Thus, they are a very valuable material for analysis for all stakeholders of the capital market in Poland.

The results of the survey were successively published on our LinkedIn profile and sparked some interesting discussions among capital market participants. Many issues were highlighted – both regulatory as well as relating to the functioning of the supervisory boards and the way they conduct supervision over companies’ activities.

We are pleased to present the second edition of our publication entitled “Sample Annual Audit Committee Work Plan – Second Edition”. Compared to the first edition compiled in January 2022, the sample annual audit committee work plan included in the publication has undergone significant changes and improvements resulting from the experience with its use over the past year, feedback received from market participants, and reflecting the regulatory changes in 2022.

The current regulations have entrusted audit committees with a very broad range of responsibilities. This means that a considerable proportion of all the tasks stipulated in the law relating to supervisory boards rests on them. How to meet these expectations?

The Sample Annual Audit Committee Work Plan was developed to support audit committees by providing them with a tool to organise these tasks, enabling committees to plan them out over the course of the financial year, and reducing the risk that any of the duties required by the regulations are overlooked.

The publication was prepared by a project team formed within the Association of Independent Non-Executive Directors comprising: Jacek Gdański, Filip Gorczyca, Katarzyna Ishikawa, Michał Rogatko, Piotr Skrzyński and Piotr Woźniak.

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We strongly encourage all supervisory boards and audit committees to use the tool in their work planning already this year. At the same time, we invite all market participants to share with us any comments and suggestions regarding the scope and content of the document (This email address is being protected from spambots. You need JavaScript enabled to view it.).

The publication can be found here

For easier use of the tool, a table with the Sample Annual Audit Committee Work Plan in a version that allows editing the document can be found here.