I think I’ll let the map speak for itself. It was the main story in the weekend edition of Rzeczpospolita newspaper.
I think I’ll let the map speak for itself. It was the main story in the weekend edition of Rzeczpospolita newspaper.
Dear Quoracy.com subscribers,We would like to draw your attention to the liability of members of the management board in Polish companies, as regulated by a number of legal acts. Management board members bear civil liability, criminal liability, liability for tax obligations, liability to the Social Insurance Office and liability resulting from specific provisions (e.g. resulting from the Accounting Act – Journal of Laws of 2009, no. 152, position 1223).According to the provisions of the Commercial Companies Code (Journal of Laws of 2000, no. 94, position 1037) members of the management board bear civil liability for actions taken on behalf of the company already at the stage of establishment of the company, i.e. from the date of signing of articles of incorporationof the company. This applies even before registration of the company with the State Court Register.It should be noted that members of the management board bear civil liability towards the company, among other things, for any damages inflicted upon the company in result of the management board members’ activities or omissions contrary to the articles of incorporation. Furthermore, they are jointly and severally liable for the company’s liabilities when enforcement proceedings against the company have proven ineffective.
Criminal liability of members of the management board arises as a result of a property damage caused to the company.
Apart from civil and criminal liability, members of the management board are jointly and severally liable for tax arrears, as well as for lack of (timely) payment of contributions to social insurance. It has to be noted that this type of liability lasts even after deletion of the company from the State Court Register.
In most cases members of the management board may protect themselves against responsibility for the company’s liabilities on condition that they undertake appropriate preventive activities in due time.
We will be happy to give you any detailed information with regard to the liability of the management board members, as well as circumstances of release of the liability.
For further information please contact our expert:
Director of Corporate Department
T: +48 22 653 3649
We are moving!From 1st May 2011our new Warsaw office address and phone numbers will be:Crown Tower
ul. Hrubieszowska 2, 01-209 WarsawTelephone: +48 22 295 3300
Fax: +48 22 295 3301
You may have received e-mail (especially from Chinese and Hong Kong companies relating to .cn domains bearing your name if you didn’t register in China, but now more commonly in East Europe also) which says that if you use these people’s services they can prevent your name’s domain in that country from getting blocked.
Now this email gets sent out all over the world to addresses harvested from the internet page and chats and from usenet fora by robots, and of course the people behind the email cannot really afford to block every single domain that they are fishing for. The one sure fire way of making sure that they do block your domain is if you respond to them, whether with threats or with asking for the help, even in terms of “what it would cost”. I suggest you only do this if you don’t want the domain really and have no intention of buying it, as if you are lucky it will lead the scammers into real cash outlay which they’ll never see any return on. I highly encourage that! Maybe some of these pests will stop it if they see that enough internet users are wise to them and don’t mind leading them up a garden path…
You can always search here on EuroDNS (in the interests of transparency that affiliate link earns 10% of anything you buy after you go there, but it shouldn’t cost you more and it’s the service I use myself) and see what the status is of all of your possible combinations of your name and the country endings or generic endings, as well as check the Whois status of all these countries, both Europe and Asia, all in one place. You will probably find that nobody has blocked your domain at all, and if you are interested in owning the domain you can block it there and then. They are ethical and I never had a problem with them that the owner didn’t solve within a week. If they are not contactable one day you can usually get them the next day. Continue reading “Domain names scam – what to do if affected”
For businesses which have never been audited but which are growing up quickly to meet the audit thresholds in a year or two, you may wish to consider having your first audit done while it is still voluntary to do so, and the results, if less positive than expected, can at least be kept private.
Once your business has exceeded the audit thresholds (very typically in Europe this means for a private company about 50 employees, 5 million Euros turnover and 2.5 million Euros of gross assets, and it means 2 out of those three conditions – we just stated actually the Polish ones verbatim, (with the proviso that they also state a set PLN amount to avoid subjectivity for businesses that are on the cusp), but most countries are not far off that – even the Czech Republic which really needs much smaller thresholds)
Clearly this doesn’t apply at all to public limited companies, ie. the “S.A.”, “a.s.”, UK plc or German AG style companies which must be audited regardless of size – in some jurisdictions even if they are dormant – but for private limited liability companies most jurisdictions have size criteria like the ones just given – for Slovakia about 60% of the sizes given, so please note that this is divergent from the Czech ones, which are far too high for that country and result in proportionally fewer audits, which is a bad thing for corporate governance in that country.
While you are under the limits audit is voluntary. And you can have an unofficial audit whereby the audit comes and does for you all the normal work he would do if officially appointed, but it is only pro-forma. “Pro-forma” is Latin for something like the idea of “as if” so the auditor will work and report as if they had been properly appointed, but it is really a dry run for you. You do not appoint them as statutory auditors in the minuted general meeting, you do not have to file the report as the audit was voluntary, and you get all the benefit of the audit without the risk, and on top of all of that, I can get you these pro-forma audits for only 75% of the cost of a statutory audit, because the Firms we associate with want to promote good voluntary governance practice in the economy.
If you wait for your first audit until it is an obligatory one because you’ve outgrown the size criteria – and as we come out of the recession that will happen to some of you next year hopefully sooner than you dare hope for now – then if the auditor finds something wrong then the report of the auditor could be “modified” – I’ll do a separate article on what sorts of “modifications” exist and what they mean in accountancy speak, but it’s not good if you get one.
It will not help if you need a loan, and it will probably trigger a lot of interest on the part of the tax inspector. But you’ll have to publish it anyway, if there isn’t time to do the remedial work a good auditor should outline to you in time for your statutory deadline.
Now auditors get cajoled, encouraged in a friendly way or even outright threatened by desparate managers and owners to overlook things or change to an opinion that doesn’t match the facts, and there is nothing that can be done in those circumstances. Auditors are not generally anywhere near as afraid of their client as they are of their regulator, but more than that we are educated throughout our professional lives to be independent in our outlook, and so the only way to get out of some modified opinions is to do the remedial work the auditor recommends or make the adjustments that they recommend.
There’s no point in changing to another auditor you think will be more pliable – they must write to the old auditor and ask if there are any reasons why they cannot act. The best thing to do, if you are not sure how well your company will stand up to an audit is to have your first one a year or so before you need to. Then if the audit shows up a lot to be desired, you have a whole year to put it right and nobody will ever know because auditors are bound by confidentiality – it isn’t us who even publish our reports, it’s the responsibility of the client. The report is given to its addressee, which is always the shareholder, and some other corporate governance boards if they are in existence.
So it’s well worth thinking about, especially if your business has been growing fast and maybe has outgrown its systems.
Let us know if we can help.
There are a few articles here on one large page, one of them dealing with what an audit report is and what it’s supposed to contain. This is anodyne and will be what you would expect from your own country, if it is in line with IFAC standards.
Another article talks about what the audit thresholds are. I’m going to write a separate article on audit thresholds comparing different countries in our region, but Poland has the fairly sensible levels of any SA, and for an Sp. z o.o. it’s 2/3 of the following: 1) Turnover 5 million Euros in the preceding year, 2) gross assets of 2.5 million Euros in the preceding year and 3) 50 employees on average in the year. The article offers a PLN interpretation of these levels for this calendar year end. I do not really want to reproduce that as not every company has calendar year and it is also not hard to work it out whether your Company in Poland has mandatory audit or not, and if you’re not sure, ask me and I’ll tell you for free.
The most interesting article in this audit related supplement, though, is probably the one which states that in line with article 64 paragraph 1 part 4 of the Act on Accounting, if the management needs to appoint an auditor it should be in time so that he/she can observe any material inventory counts.
So what that means in practice is that you’re probably OK if you have no stock or fixed assets. If on the other hand you do have these and they were due for a count, the auditor is risking big trouble if they come in and give an opinion on the figures not having attended the count. If this is of interest in your case, please look up the much larger on that subject below.
In the worst case there will be Companies who did their stock-counts without the observance of an auditor and they later discover they need to appoint one. Three alternative things can then happen. The first is that you chance on an ethical but unhelpful auditor, who refuses to take on an audit if the stocktake is already done. If you only meet such auditors, then you won’t be able to get the audit done and you’ll be in breach of the Act if you were over the size criterion or are a joint-stock company.
The second option is where the auditor says I can do this, but later pulls a qualification on you because of not having been able to attend the counts. You then have to file an audit report which isn’t 100% clean, and then live with the fact that you may not be able to declare a dividend and that the tax office will come breathing down you necks wondering what is going in. I don’t think it’s ethical for an auditor to lead the client into taking them by not being clear that they intend from the moment they are hired to give a modified audit report, but some people seriously justify it to themselves that it’s the client’s fault for not coming early enough.
Then there is the option where the auditor is both helpful and ethical, in that they take part in other procedures designed to make good the absence of an actual attendance at the time of the stocktake. Some auditors can use their business understanding and imagination to gain the assurance they need professionally without needing to do the whole stocktake over again. You may need to shop around to find these ones. I can certainly help you find people who approach their work in that more constructive period though.
In the very worst case, you may need to do the stock take again, but beware, you cannot do that officially after one month from year end anyway, and it involves extra work on the reconciliation afterwards, which will be on the shoulders of your chief accountant.
If you’re late appointing, don’t delay it any more – that’s the moral of the story!
On 15 November 2010 an amendment to the Law on Health Protection against the Consequences of Tobacco Products comes into force. The amendment introduces a total ban on smoking, i.e. in hospitals and health clinics, schools and colleges, cultural and recreation sites, pubs and restaurants, sports facilities, public transport and workplaces. Owners or property managers (e.g. hotels, schools, workplaces) may designate smoking rooms on their territory, which means separate facilities that meet certain standards of construction and air ventilation.
Implications for employers
To date smoking in the workplace was also prohibited, but employers with at least 20 staff were obliged to establish a smoking room, regardless of the number of smoking employees. Specific standards in terms of space and ventilation of smoking rooms are governed by general health and safety (BHP) regulations.
After 15 November 2010 the decision on establishment of a smoking room will belong to the owner or administrator of the building. The existing smoking rooms may continue to operate if they meet the standards required by BHP regulations. In addition, the owner or property manager is obliged to put up in visible places clear information about the ban on smoking tobacco in the building. Employees smoking outside designated sites may be punished by a disciplinary penalty, and the employer may be given a mandate.
While considering the establishment of a smoking room in the office, the employer should take into account many aspects. Creation of a smoking room generates costs, but lacking a smoking room will not result in smokers resigning their habit or improving work efficiency. The need to go outside the office premises to smoke results in a loss of working time, and the sight of groups of smokers and cigarette-ends outside the office entrance does not improve company image. Certainly, more effective would be the prevention of psychosocial hazards and the promotion of healthy behaviour by the employer.
Traditional vs. electronic cigarette
For several years e-cigarettes have been available on the market, which are electronic devices that provide inhaled doses of nicotine. The electronic cigarette is a small device – resembling a traditional cigarette – which is electric or battery powered. The “smoke” from an e-cigarette is almost odourless and much less burdensome for non-smokers.
The e-cigarette is a new product and therefore its legal status is varied. In some countries its sale is forbidden, and in some completely legal or permitted under certain conditions. Poland has not yet developed any regulations on the sale and use of e-cigarettes. Recent legal changes have not covered this issue as well, although the Ministry of Health is considering a prohibition of the sale of e-cigarettes in the near future.
To find out more
If you need a detailed interpretation of the new regulations or consultation on creating healthy work environment, please contact the experts at TGC who are briefing businesses and individuals on this area:
Director of the Labour Law Department
Tel.: +48 22 653 3862
Consultant/ Occupational Psychologist
HR Management Department
T: +48 22 653 3866
This article talks about the seasonal business of inventory counting from a Polish perspective. It is also broadly true, with variations in the details, for most countries in the region.
It’s that time of the year again. Already some businesses with financial years corresponding to the calendar year (which is still the vast majority of businesses in this country) will count their inventories at the end of November just to avoid interrupting their employees Christmas breaks, some however will be pulling in the warehouse staff and others around Christmas and New Year to do their yearly duty. Some businesses, even with material amounts of stocks, will however not be stock-taking at all, as they believe that they can take advantage of article 26 paragraph 3 point 2 of the Ustawa o Rachunkowosci and only perform this task every two years, and among those who will be doing it this year, a surprising number will not be taking it too seriously.
The point of this article is to remind you that the stocktake is one of the most important things that need to be done in order to be sure that the annual report is right, and to urge Quoracy.com readers to think again and invest some time and energy into this process if it has not been given adequate attention in your Company in the past.
For many businesses – at least half of the manufacturing ones and also a number of service enterprise performing long-term contract work-in-progress, the figure for stock is the largest asset and the largest item on the balance sheet. It is also one of the more complex to account for, as unlike the monetary items such as debtors and cash, which are simply denominated in value, you need to keep volume and value information and to that end most businesses with sizeable stocks run special warehouse programs to keep track of stocks and manage such matters as goods received notes and goods issued notes, reordering, and these systems often interface with the main accounting system showing the amount of stocks purchased against creditors for the given period and sold against debtors also.
For stock accounting an evidential or standard cost is often used, enabling the system to concentrate on the issue of volumes, and a system for allocation of deviations between actual cost and the standard costs.
In my experience the area is found difficult to get right by businesses, and where issues do occur in audits or errors appear which are of a size that could entirely upset the usefulness of the financial statement, more often than not it is precisely in the area of stocks, and a properly conducted stock-take could have helped avoid the problem. In many cases, years of sloppy stocktakes failed to spot a problem until it became critical.
International Accounting Standards, in particular IAS 2 “Inventories” talk in detail about the principals for the value to be shown for each individual item of stock, but there is no help in IAS for the question of how often and in what way to go about establishing the volume of the stock items actually present. There is no mention of inventory counting or stocktake methodology or frequenct, and there is not even a definition given for these in the glossary to IFRS. This is extremely disappointing, given the importance and centrality of this item for so many businesses, and one is driven to wonder about the practicality of IFRS when one sees a regular “taniec godowy” being made in IFRS about the question of derivatives (instrumenty pochodne) which effects only a minority of businesses and is non-routine in nature for many of them, and then total silence on a matter which actually creates more practical hicoughs in accountancy for more businesses than most others do.
So we are thrown back on national law for any kind of realistic guidance in the matter – the requirements of Polish law for businesses accounting under the “Ustawa o Rachunkowosci”. There have been queries coming across my desk from businesses which are accounting under IFRS asking what they should do when they are “not under the UoR, but the IFRS are silent in the matter” – it seems to me that they must also abide by the tenets of Polish law in matters not regulated in IFRS, but is the Polish law actually strict enough?
As you can see from the text of the Ustawa, almost all classes of asset must be counted from life (spisem z natury) on the last day of each accounting year. That’s the basic rule from 26.1 and 26.2. And a very fine rule it is. But then we come on the 3rd paragraph, which is where certain relaxations from the main rule are allowed, and we see that on the basis of these rules people are performing stock-takes of very material amounts of inventory where there are systems that do historically allow in errors and where there is rapid movement of stocks, anywhere between 3 months before and 15 days after their financial year end, and also these cases where whole years are skipped (which is only supposed to happen where warehouses are properly guarded and there is a proper stock system, but people take a very subjective interpretation of what that means). And this is where the law as it stands is rather deficient, and we have to rely on the good practice of well trained business managers, such as the people reading this magazine, to make sure they do the right thing anyway.
Here then is my advice about stocktaking for this fine magazine’s readership
DO give more attention to the stocktake if your stock is:
(If you have any of the conditions in this list, then you have high risk stock, and shouldn’t in my view be taking advantage of biennial stock taking even if the Ustawa allows you to. If you have several then you should be ensuring that you have the time and resources allocated to take this exercise seriously, as failure to do so could upset the smooth-running of your business at some stage)
In planning the stocktake DO
Some DON’Ts of stock taking:
I would like to close this article with a story from my casebook about a company who had failed to get their stocktaking right – and this was a company in the heating sector which burned coal. They had had a problem with their weighing apparatus and for some time had been getting very good calorific results for each ton of coal they put into their furnaces, or so they thought. What had actually been happening was that they were reading 1 tonne of coal but putting in in fact 15% more.
Of course they suddenly ran out of coal in the depths of winter when the system was telling them that they had enough to go easily to the end of the season. They then assumed that the coal had been stolen and asked me to do a forensic accounting exercise to discover what had happened. This analysis led to the broken rolling scale and the both good and bad news that no-one had in fact stolen their coal, they had simply been overusing it for the previous six months. This would have showed up on their stock take (and saved them a lot of money not least in not needing to employ a top consultant) had they used the correct manner of measuring the coal, and not relied on two inexperienced children fresh from university sent in by their auditor, one of the largest companies in the world, who later needed to withdraw their audit opinion and redraft it with the correct figures in. When I asked what procedures these kids had applied at the stocktake attendance, I was told that they had looked at the coal pile from the third floor (about 300 metres away) as it was rather cold that day and they were young ladies and didn’t want to go outside. Please take your stocktakes a bit more seriously than that!
Some businesses holding large amounts of stock in their balance sheets are going to be audited and so they automatically will get an auditor to look (hopefully more closely than the above mentioned case) at their stock count, but even if your business is too small to fall under obligatory audit, but has relatively a large figure of stock or difficulties with control of stock, remember you can ask an auditor to make an audit style stock-take attendance without doing a full audit, and just report to you on the quality of the stocktake with recommendations for improvements. This shouldn’t cost more than a thousand Euro or two, and has a chance of giving you a good proportion of the value back that you would have had from a much more expensive full audit, if it’s a stock intensive business you are in. This comes under “agreed upon procedures” and auditors will be very pleased to help you with just what you need without making a full audit or review assignment out of it. Many people in business would find it useful, but just haven’t thought of asking an auditor in just for their view on the inventory count.
David J. James
(Photos by the author)