In Poland, general corporate governance rules applicable to companies, including listed companies, are laid down in the Commercial Companies Code of 2000 (CCC), which replaced the former Commercial Code of 1934. The CCC sets out the general duties and powers of the various corporate bodies, as well as rules on representation, conflicts of interest and the liability of management board members.
As regards listed companies, further rules are contained in the following acts:
- the Act on Public Offering and Conditions for Introducing Financial Instruments to the Organised Trading System and Public Companies, which includes rules regarding takeover offers and general duties of listed companies;
- the Act on Trading in Financial Instruments, which contains provisions on disclosure of non-public information that could affect the market in respect of a listed company's shares and a prohibition on insider trading;
- the Accounting Act, which contains rules regarding financial reporting and disclosure; and
- the National Court Register Act, which contains rules on filings with the public register of companies.
Compliance with the above rules can, if necessary, be enforced through the courts and, with respect to the capital market regulations, by the Financial Supervision Authority. The significant role of registry courts in respect of the National Court Register goes far beyond the mere authority to maintain the public registers. Under certain circumstances, the registry courts may decide to dissolve a company (although this is very rare in practice). Companies with state participation fall additionally under special regime introduced by the Act on the Management of State Property, which entered into force on 1 January 2017.
More detailed information regarding corporate governance rules applicable to listed companies in Poland is available at https://thelawreviews.co.uk/edition/the-corporate-governance-review-edit...
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