Pursuant to Article 382 § 3(1) of the Polish Commercial Companies Code, the supervisory board shall include in its report, among other things, an assessment of a joint-stock company’s situation, taking into account the adequacy and effectiveness of the internal control, risk management, compliance with standards or applicable practices, and internal audit systems in place at the company.
In practice, it is claimed that the above establishes also the obligation of the management board to develop, update and implement such procedures. This means that the lack of such procedures leading to an event causing financial damage to the company may justify criminal liability of the members of the management board for so-called criminal mismanagement.
Once implemented, compliance procedures must be regularly monitored and updated to ensure that they remain up to date and take into account the changing regulatory context in which the company operates, including cyber security requirements and rules for working with artificial intelligence.
If you have any questions, please contact Aleksander Karandyszowski (akarandyszowski@cmwlegal.pl).
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