• The Association of Independent Non-Executive Directors

Recent Developments

Sample Annual Audit Committee Work Plan

Sample Annual Audit Committee Work Plan

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

Participation in debates and conferences

Participation in debates and conferences

In the last few weeks, members of the Association of Independent Non-Executive Directors were speakers at a number of debates and conferences.

Ewa Radkowska-Świętoń, the Association’s President, participated in the “Can stock indices improve the climate and why is it worth to be a part of the green index” panel during “ESG Warsaw 2021” as well as in the “Supervisory Board Agenda for 2022” panel during the Supervisory Board Forum and the “Financing sustainable development. Determining priorities” debate organised by Parkiet.

Filip Gorczyca, Member of the Management Board of the Association, participated in the “Co-operation between the CFO and the Supervisory Board” session during the 11th Supervisory Board Conference. Moreover, he took part in the “Effective Supervisory Board – utilisation of the new and proposed solutions” panel during the “Code of Commercial Companies” conference, in which also other members of the Association actively participated: Milena Olszewska-Miszuris took part in the “How to be an independent Supervisory Board member and stay sane” debate while Michał Rogatko led the session entitled “Communication between the Supervisory and Management Boards”. Moreover, Michał Rogatko participated in a debate on the tasks of the Audit Committee and their timetable during the Supervisory Board Forum.

Diversity on Supervisory Boards

Diversity on Supervisory Boards

November 2021 marked the publication of the first report in Poland diagnosing the reasons for low level of appointment of women as supervisory board members by domestic institutional investors. The survey "Diversity on Supervisory Boards 2021" was conducted at the initiative of 30% Club Poland Investor Group, a group of domestic institutional investors supporting the Club's activities. Investor Group in Poland consists of: Aegon PTE, NN Investment Partners TFI and Noble Funds TFI. The authors of the report are: Milena Olszewska-Miszuris, member of the Association, and dr Anna Golec. Ewa Radkowska-Świętoń, the Association’s President, is the Ambassador of the 30% Club Poland campaign.

The majority of domestic institutional investors’ representatives recognise the problem of low diversity in the governing bodies of Polish listed companies. Only less than 15% of respondents believe that the boards of directors at those companies are diverse in terms of competence and gender. 50% of the respondents take into account the broadly understood diversity of corporate boards (gender, competences, experience, age, etc.) in their investment decisions. 1/3 of respondents consider the board gender diversity indicator when incorporating ESG (environmental, social and corporate governance) criteria into their decision-making.

However, institutional investors rarely nominate women for supervisory board members – only one in ten respondents does so regularly. The most frequently cited reasons for the occasional nomination of women by their organisations are: that women are less active than men in promoting their candidatures and do not promote themselves sufficiently (this option was chosen by 25% of respondents) and that in the nomination process an organisation uses its own candidate pool, which includes women who meet the required criteria, yet there are too few of them and they already sit on supervisory boards of other portfolio companies (23% of respondents).

Among the key actions that could increase women's chances of board appointments, respondents cited: increasing the pool of women present in their databases (38% of respondents), the opportunity to personally contact and meet more candidates (27% of respondents) and gaining access to a database of qualified candidates maintained by an external entity (17% of respondents).

We invite you to read the report:
https://30percentclub.org/wp-content/uploads/2021/12/Raport-30-Club-Poland-Investor-Group.pdf

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Communication between the Supervisory Board and the Management Board in Polish listed companies

Communication between the Supervisory Board and the Management Board in Polish listed companies

In September 2021 a book written by Michał Rogatko, a member of the Association of Independent Non-Executive Directors, entitled “Communication between the Supervisory Board and the Management Board in Polish listed companies” was published.

The communication is crucial for the execution of the tasks which supervisory boards face. Supervisory boards are responsible not only for the supervision, but also for the support of management boards whenever the goals of the company are concerned. Research proves that there is an information gap between managers and supervisory boards representing shareholders’ interests. We call this phenomenon information asymmetry and it makes the work of supervisory boards more complex. Information asymmetry lies in the foundation of principal-agent problems, as per agency theory. One of supervisory boards’ roles is to reduce this conflict.

The objective of the book is to find an answer to the question of what is the optimal profile of the communication and how it can be improved. Based on the literature and own research, the list of factors influencing the effectiveness and efficiency of the communication between the two of the company’s bodies was created. The book is dedicated not only to the boards’ members, but also to the private and institutional investors, who could be inspired as to how supervisory boards’ potential could be best utilised from their perspective.

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‘Supervisory Board Forum – New WSE Corporate Governance Code’ Conference

‘Supervisory Board Forum – New WSE Corporate Governance Code’ Conference

On 16 June 2021 the ‘Supervisory Board Forum – New WSE Corporate Governance Code’ conference was held.

Members of the Association of Independent Non-Executive Directors participated in the panels. Filip Gorczyca, the Association’s Management Board Member, took part in the panel „MANAGE”, addressed primarily to management board members; while Milena Olszewska-Miszuris participated in the „Corporate Governance Code and the ESG Trend” panel.

Public Debate: ‘The 30% Threshold for Women on Boards – Common Sense or Compromise?’

Public Debate: ‘The 30% Threshold for Women on Boards – Common Sense or Compromise?’

On 31 May 2021 the public debate ‘The 30% Threshold for Women on Boards – Common Sense or Compromise’ was held as part of the Best Practices Congress. It was led by Milena Olszewska-Miszuris, member of the Association, with participation of Ewa Radkowska-Świętoń, the Association’s President.

Report publication "ESG - the sword of Damocles or a chance for a strategic change?"

Report publication "ESG - the sword of Damocles or a chance for a strategic change?"

We are proud to present the "ESG – the sword of Damocles or a chance for a strategic change?" report devoted to the approach to environmental, social and corporate governance matters from the point of view of institutional investors, members of supervisory boards and companies.

The analysis was developed as part of the initiative of the Supervisory Boards Forum and was created by PwC, CFA Society Poland and the Association of Independent Non-Executive Directors.

Link to report:
ESG - miecz Damoklesa czy szansa na strategiczną zmianę?

Recommendations to the “Code of Best Practice for WSE Listed Companies 2021”

Recommendations to the “Code of Best Practice for WSE Listed Companies 2021”

In the last months of 2020, members of the Association have provided their recommendations during the work on the new version of the “Code of Best Practice for WSE Listed Companies 2021”, which have ultimately been approved by Warsaw Stock Exchange’s Board on 29 March 2021.
Comments to the draft amendments to the Commercial Companies Code and certain other regulations

Comments to the draft amendments to the Commercial Companies Code and certain other regulations

On 18 September 2020 the Association has provided its comments to the draft amendments to the Commercial Companies Code and certain other regulations to the Ministry of State Assets. The Ministry has implemented some of those comments.
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