High-quality corporate governance is the cornerstone of effective business operations and the sustained growth of enterprise value. Central to achieving this is the role of professional Supervisory Boards, which include independent members (independent Non-Executive Directors).

The expertise, knowledge, experience, and dedication of independent Non-Executive Directors play a critical role in upholding corporate governance standards. Their contributions enhance a company’s value, foster sustainable growth, and promote transparency in operations.

The Association of Independent Non-Executive Directors supports these professionals in their vital roles by:

• Promoting best practices,
• Facilitating a platform for the exchange of experiences, and
• Providing knowledge and tools to empower effective oversight, foster constructive discussions with management, and enable well-informed decision-making that benefits companies, their shareholders, and other stakeholders.

This document is designed specifically for independent Non-Executive Directors. It offers a comprehensive collection of best practices and serves as a practical resource to help them effectively carry out their responsibilities while focusing on key priorities essential to their role.

We invite you to explore the Best Practices for Independent Non-Executive Directors and share your experiences and insights with us.

The publication can be found here (Polish version only).

As part of ecoDa, in collaboration with Internet Security Alliance, we have developed an updated edition of “Cyber Security Risk Handbook” – a comprehensive guide designed to support Boards in navigating cybersecurity challenges. This enhanced edition addresses critical issues, including the unique challenges of the European market and emerging cyber threats associated with AI.

The guide comprises two parts:

• Key Principles – lays out six core principles to guide Boards in their understanding and oversight of cyber risk;
• Key Toolkits – a set of practical tools tailored for immediate use within companies; these include targeted questions and methodologies across various domains, such as M&A, ransomware, AI.

The documents are user-friendly, enabling Boards to focus on the sections most relevant to their needs. They feature examples, data and actionable suggestions to tackle specific challenges and dilemmas, such as defining clear responsibilities for cybersecurity within the organisation. We encourage you to download these resources and recommend them to all Boards for proactive and informed cybersecurity governance.

Links to download the publication:

• Key Principles
• Key Toolkits

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.

The publication can be found in the "Publications" section

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).