Prospective changes to the make-up of company supervisory boards

In 2001, the Commercial Companies Code came into force aimed at removing a lot of uncertainties and ambiguities from commercial legislation. However, it has become clear that certain opportunities were missed, particularly regarding companies' and partnerships' administrative/accounting policies. As a result, bill draft including amendments prepared by the Polish Co nfederation of Private Employers, Securities and Exchange Commission and legal specialists is likely to be debated by the Sejm soon. A key proposal for debate is supervisory board in a public company to consist of at least five persons (currently the supervisory board may consist of at least three). As a result, in certain circumstances shareholders of a public company representing at least 20% of votes at a general meeting may be entitled to appoint at least one supervisory board member in a vote by separate groups of shareholders. It is hoped that the rights of minority shareholders in public companies may be strengthened by harmonization of rules regarding the composition and appointment of supervisory boards. Although shareholders of a private company representing at least 20% of votes at general meeting may call a meeting to appoint a new supervisory board, unless they hold a sufficient number of votes together with other shareholders, they will still not be entitled to appoint a new supervisory board member. For information please contact Lejb Fogelman or Jarosław Grzesiak at Dewey Ballantine Grzesiak LP. Książęca 4, Warsaw. Tel +48 22 690 6100; fax +48 22 690 6222; www.deweyballantine.com