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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.
Comments to the proposed draft of “Best Practices with Respect to the Appointment Rules, Composition and Functioning of the Audit Committee”

Comments to the proposed draft of “Best Practices with Respect to the Appointment Rules, Composition and Functioning of the Audit Committee”

On 4 December 2019 the Association provided its comments on the draft “Best Practices with Respect to the Appointment Rules, Composition and Functioning of the Audit Committee” to the Polish Financial Supervision Authority (PFSA). The Association has a positive assessment of the fact that the final version of the document, published by the PFSA on 24 December 2019, includes a number of changes which were proposed by the Association and other market institutions.
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