Ocena przepisów poświęconych funkcjonowaniu Rad Nadzorczych w związku z projektem ustawy – o zmianie ustawy – Kodeks spółek handlowych oraz niektórych innych ustaw
assessment of the provisions on the functioning of supervisory Boards in relation to the draft of the bill amending the code of commercial companies and certain other acts

Summary/Abstract: The purpose of this article is to assess the provisions on the functioning of supervisory boards, also in the context of joint stock companies conducting insurance activity, in relation to the draft of the bill amending the Code of Commercial Companies and certain other acts (Journal of Laws No. 1515)The bill is presented as a mechanism to activate supervisory boards and is based on the assump- tion that current regulations are designed to promote passivity among board members. The supervisory board is supposed to be passive because it would not have the tools for effective supervision. The ex- tensive regulations on corporate governance in financial institutions (including insurance companies in particular) were completely ignored.The draft is based on erroneous assumptions and proposes solutions that may paralyze the func- tioning of supervision in joint-stock companies in an ill-developed (and sometimes even infantile)manner. Contrary to the declared intentions of the drafters, it may in fact result in weakening the pro- tection of shareholders’ interests.

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