• The Association of Independent Non-Executive Directors

Recent Developments

Cybersecurity – an obligatory item on the Supervisory Board’s agenda

Cybersecurity – an obligatory item on the Supervisory Board’s agenda

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.

Participation in Chapter Zero Poland debates

Participation in Chapter Zero Poland debates

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).

Do Supervisory Boards recognise business risks associated with climate change?

Do Supervisory Boards recognise business risks associated with climate change?

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/

Participation in the 6th Public Companies’ Conference / 12 May 2022

Participation in the 6th Public Companies’ Conference / 12 May 2022

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.
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.

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