The Association of Independent Non-Executive Directors together with the institutes from other European countries forming ecoDa, have jointly sent comments to OECD in relation to the revision of the “OECD Guidelines on Corporate Governance of State-Owned Enterprises”.

Appointments of board members of state-owned enterprises (SOEs) must always be based on merits. This is the main message from ecoDa to OECD as the international organization for Economic Co-operation and Development reviews its SOE guidelines.

“The appointment of oversight bodies in state-owned enterprises remains a subject of concern in all European countries, both at the national and local level. The State is often criticized for trying to micro-manage the company on the one hand and on the other hand for not being sufficiently vigilant as shareholder. Improvements will not happen without a transparent appointment process of trained and independent board members”, stated Rytis Ambrazevičius, Chair of ecoDa.

The overall objective of the OECD review is to strengthen the Guidelines to ensure that SOEs contribute to sustainability, economic security and resilience, by maintaining a global level playing field and high standards of integrity and business conduct.

To meet the OECD objectives, the ecoDa recommendations include: 1- The process of nominating board members (including the Nomination Committees) should be safeguarded from undue political influence; 2- Independence criteria should be clearly defined; 3- National laws/regulations should include guidance on when an Independent Non-Executive (iNED) can be dismissed; 4- The right for minority shareholders to nominate candidates should be reaffirmed.

It is necessary to ensure that the fundamental principles of good Corporate Governance are applied in order for the intervention of the State to be justified and in order to avoid any risk of political interference

“ecoDa perceives the Guidelines to be a very important document for improving corporate governance of state-owned enterprises in all OECD countries. In fact, we believe that they should apply equally to municipally-owned and regionally-owned entities. The ecoDa working group, comprised of members from different nations, concludes that undue political interference at SOEs is a serious threat in all European countries and hence effective safeguarding measures are of vital importance. Monitoring the implementation of these Guidelines is necessary and the OECD should consider taking specific actions in this respect”, concluded Filip Gorczyca, Chair of ecoDa’s Working Group on SOEs.

ecoDa’s news release can be found here.

We are pleased to inform that The Association of Independent Non-Executive Directors has joined ecoDa as a “candidate member”. We are looking forward to the honour of representing Poland at the European corporate governance table.

ecoDa is an independent actor and a unique umbrella organisation representing the main national institutes of directors in Europe. Its member institutes cover in total about 50,000 individual directors across 21 countries. ecoDa is a member of the Global Network of Directors Institutes (GNDI), an international network of director institutes, established to foster closer co-operation between its members, who are each recognised as the leading institute for directors and governance in their respective country.

We are pleased to present the second edition of our publication entitled “Sample Annual Audit Committee Work Plan – Second Edition”.

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 team formed within the Association of Independent Non-Executive Directors comprising: Jacek Gdański, Filip Gorczyca, Katarzyna Ishikawa, Michał Rogatko, Piotr Skrzyński and Piotr Woźniak.

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 in the "Publications" section

The Association of Independent Non-Executive Directors has conducted a survey among its members. The survey allowed us to learn the opinions of non-executive directors in Poland on many important topics.

For the survey results please follow our LinkedIn profile: www.linkedin.com/company/sncrn/

Cybersecurity has become an incredibly hot topic both in Poland as well as globally. Recently, numerous companies have fallen victim to cyber attacks, some of which resulting in considerable losses. A global study conducted among directors by WTW and Clyde & Co indicates cyber attacks and data loss as the two main risk factors facing businesses today.

In the U.S., the SEC has proposed new rules for disclosing cybersecurity incidents, risk management, strategy and governance. At the same time, in recent months we have observed a number of lawsuits filed by shareholders claiming failures surrounding duty of oversight relating to cybersecurity. A shareholder lawsuit was filed, among others, against T-Mobile USA’s board of directors, pointing to a lack of monitoring and acting upon obvious red flags.

The Association of Independent Non-Executive Directors would like to indicate that due to the risk associated with failures in the area of cybersecurity as well as the fact that at many companies there is still a substantial number of gaps in this area, cybersecurity should be included in the agenda of the Supervisory Board or Audit Committee every year. Considering the current environment, it seems highly advisable that Supervisory Boards perform an urgent review of cybersecurity, comprising also an audit of this area, in which they may use support of specialized external firms.

Representatives of the Association of Independent Non-Executive Directors – Ewa Radkowska-Świętoń and Filip Gorczyca – participated in debates organised by Chapter Zero Poland.

Ewa Radkowska-Świętoń, the Association’s President, participated in the “Climate governance maturity level at Polish companies” panel, during which she highlighted the Supervisory Board’s role in indicating opportunities and risks relating to climate change, in particular in relations with suppliers and clients, as well as the need to include climate goals as one of the criteria for assessing and remunerating management.

Filip Gorczyca, The Association’s Management Board Member, participated in a panel discussion on experiences from the work on organisations’ climate strategies, during which he indicated to the need to communicate with Polish enterprises on climate policy while highlighting benefits from the perspective of:

✔Clients,

✔Employees (64% of “Millennials” will not work for employers lacking a strong corporate responsibility policy; at the same time, Millennials will comprise 75% of the labour market by 2025),

✔Financing (90% of institutional investors attribute weight to ESG matters; 86% of banks expect a growing impact of ESG factors on the credit process).

Chapter Zero Poland’s new report entitled “Supervisory Boards vs. climate change” attempts to answer this question. Michał Rogatko, the Association’s member, was one of the experts participating in the qualitative study.

Ewa Radkowska-Świętoń, the Association’s President, commented on the results of the study, indicating, among others, the Supervisory Board’s role in developing and evaluating the ESG strategy, as well as the need to include climate goals in incentive schemes.

We encourage you to read the full report:

www.chapterzero.pl/aktualnosc/czy-rady-nadzorcze-dostrzegaja-ryzyka-biznesowe-zwiazane-ze-zmianami-klimatu-nowy-raport-chapter-zero-poland/

On 12 May 2022, Filip Gorczyca, Management Board Member at The Association of Independent Non-Executive Directors, participated in the “Major challenges for Polish listed companies in 2022” panel summarising the 6th Public Companies’ Conference, and commented on, among others, the following topics:

• Verification of business partners – this area has gained a new dimension as a result of the sanctions imposed on Russian entities; moreover, the supply chain disruptions and economic slowdown create additional pressure on many companies to broaden their client and supplier base at all costs;
• Maintaining flexibility and agility as well as planning for different scenarios;
• Ensuring effectiveness of supervisory boards and audit committees, for the purpose of which a helpful tool is the “Sample Annual Audit Committee Work Plan” compiled by The Association of Independent Non-Executive Directors.

We are pleased to present our newest publication entitled “Sample Annual Audit Committee Work Plan”..

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 team formed within the Association of Independent Non-Executive Directors comprising: Jacek Gdański, Filip Gorczyca, Michał Rogatko, Piotr Skrzyński and Piotr Woźniak.

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 in the "Publications" section