Category: Investing

Upcoming changes to what Supervisory Boards in Poland can and cannot do.


The Ministry of State Assets has prepared a draft amendment to the Code of Commercial Companies. The project is currently at the stage of public consultations, which will last until September 19, 2020. The changes include introducing regulations to the holding law, but also strengthening the role of the Supervisory Board.

The most important changes are:

  • The Supervisory Board has the right to request from members of the management board, liquidators, proxies, employees of the company (including those employed under civil law contracts) to prepare or submit any information, documents, reports or explanations needed for supervision over the company. The completion date is set at max. 2 weeks with the possibility of its extension by the Supervisory Board.

  • introduces the obligation to inform the key statutory auditor about the meetings of the Supervisory Board, the subject of which are issues discussed before the AGM and the obligation for the statutory auditor to participate in such meetings.

  • The Supervisory Board will be able to appoint an advisor to the Supervisory Board to investigate, at the company’s expense, a specific issue related to the company’s operations or its financial standing.

  • the principle of open voting of the Supervisory Board is introduced, with the possibility of a different regulation in the statute or the SB regulations.

  • meetings of the Supervisory Board will have to be convened at least once a quarter (currently three times a year).

  • the draft explicitly provides for the possibility of appointing Supervisory Board committees. Until now, the provisions did not regulate this issue, with the exception of obligatory committees (eg the Audit Committee).

  • the role of the chairman in organizing the work of the Supervisory Board was underlined. The statutory requirements for convening Supervisory Board meetings were made more precise.
    Invitations will need to contain the information we already provide (date, time and place of the meeting and the proposed agenda
    the meeting) and the way of using means of distance communication when holding the meeting. The minimum notice period will be specified in the statutes.

  • it is proposed to clarify the issue of liability of Supervisory Board members. The draft stipulates that a member of the Supervisory Board should, in the performance of his duties, exercise due diligence resulting from the professional nature of his activity and be loyal to the company. The obligation to keep the company’s secrets will also apply after the mandate has expired.
    At the same time, it is proposed to add a provision according to which: “A member of the management board, supervisory board, audit committee and liquidator does not violate the obligation to exercise due diligence if acting loyally to the company, he acts within the limits of justified economic risk, including on the basis of information, analyzes and opinions which, in the circumstances, should be taken into account when making a careful assessment. “

Information courtesy of chudzik.pl, in my opinion an excellent law firm, based in Lodz, for corporate legal and CoSec issues in Poland at the highest level.

From myself, I would just add that this is what is already in place in most advanced economies, and that there is nothing unhelpful, for once, in this draft legislation.

UK Trade and Investment Initiatives to support business ventures to and from Poland


logo of UKTI
A message from UKTI

Martin Oxley sent this out for the Foreign and Commonwealth office and we are pleased to assist in its propagation.

Dear Quoracy.com subscribers,

Poland presents an attractive nearshore growth opportunity for Britain Plc. In line with the new UKTI strategy presented to government recently by Lord Green, Minister of State for Trade and Investment we are introducing a step change in the way UKTI supports British business growth.

We are taking a very proactive approach on behalf of government to provide a range of bespoke services to enable British SME’s to significantly enhance exports and also work with large corporations to win major overseas contracts and expedite their growth in market.

With our new Ambassador HMA Robin Barnett and the Embassy team we are engaging to support strong growth oriented business agenda in Poland.

With this in mind I am pleased to attach a brief outline of the services which UKTI has developed to support British business in Poland. I very much look forward to meeting you over the course of the coming weeks to discuss with you how we can assist you with your specific company needs.

I am very happy to visit you or alternatively you would be most welcome to visit us and I will provide you a tour of our excellent event facilities at the Embassy.

Kind regards

Martin Oxley

110715 EVR Expand your Business with UKTI Poland.pdf

Quoracy.com would also like to take this opportunity to congratulate our dear friend Martin Oxley on his recent new appointment to the FCO in Warsaw, and to wish him every success working with Her Majesty’s new Ambassador to Poland, His Excellency Robin Barnett. We wish you and your team many successes and a lot of fun.

Is your business in the “ivy league”?


variegated ivy leaves
'Hedera' of reference?

I was recently reminded of something my old gardener told me about ivy. I had been surprised at how slow some lovely variegated ivy that had been planted by my fence was coming on, and his words were as follows:

With ivy, the first year it is put in, it does nothing, it just sulks at having been put in a new place. The second year is starts to spread out horizontally along the ground by the bottom of the fence, and in the third year it starts to grow upward, like a curtain.

Wise words, from someone who knew his onions. And his ivy. It seems to me that this is a great analogy for many new businesses. Entrepreneurs obviously look for a rapid return on capital employed. They want their profits and the cash back to invest in the next thing. But nature takes its course with some businesses just like it does with the ivy, and you cannot rush it.

The first year, you have set up costs, people are getting used to each other in a new team with a new product, new identity. This is like the ivy “sulking” – just establishing a new root system and adapting to the chemistry of the soil and the direction of the light.

The second year you start to see sales pick up but the prices are not that good yet and also the volumes don’t allow the contribution to cover fixed costs. You get growth but you don’t get the profit. It is like the ivy growing along the ground by the bottom of the fence. It is obviously going somewhere, but you aren’t getting the effect of it yet.

The third year you reach a certain critical mass, you break even you start to nudge into profit, your cash flows turn the corner and you start paying back your seed finance. This is like the ivy making its curtain up the fence.

If the ivy survives at all, it will certainly produce the coverage in time. The same with these new businesses. They simply need to be nurtured and for nature to be allowed to take its course. If the soil is right, the light is there, and the water, the plant healthy, then it will do what it is programmed to do in its own time. Micro-managing it will not help. Restructuring the team which is only starting to gel will not help. it will be like transplanting the ivy at the end of the second year for failing to raise – it will only go through its sulking and creeping years all over again in the new position.

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“Cyprus: a vehicle for international transactions and investments”


David James, English goalkeeper
Sorry, not quite that David James speaking here...

Conference

“Cyprus: a vehicle for international transactions and investments”

Intercontinental Hotel,  Emilii Platter 49, Warsaw

16 June 2011, 8.00am – 11.00am
(Language:  English)

This event is aimed at introducing Cyprus companies as vehicles for international transactions and investments covering the key requirements applied by the authorities and the banking system in Cyprus and Poland.

The event is addressed to Owners, Chief Executives, Financial Executives and Board Members of companies with international perspectives.

Experienced professionals and speakers of Baker Tilly Poland and Baker Tilly Klitou of Cyprus will be presenting a range of topics, suggesting practical solutions and sharing their experience.  A Q&A session before the close of the event will give participants the opportunity to talk directly with our speakers in order to raise their queries or obtain additional information.

Programme:

8.00 – 8.35 am     –    Business breakfast

8.35 – 8.40 am     –    Welcome address

                                 David James, International Liaison Partner, Baker Tilly Poland

8.40 – 8.55 am     –    “Cyprus transactions: Polish taxation”

                                 Steven Foster, Baker Tilly Poland

8.55 – 9.10 am     –    “Cyprus: an attractive investment and business destination”

Marios Klitou, CEO of Baker Tilly Klitou

9.10 – 9.25 am     –    “IFRS  Regulations in Cyprus”

                                 Christodoulos Loulloupis, Director, Audit Services, Baker Tilly Klitou

9.25 – 9.40 am     –    “Tax in Cyprus and structuring ideas”

                                 Therapon Mafkas, Director, Tax Services, Baker Tilly Klitou

9.40 – 9.55 am     –    “Collective Investment Schemes”

Chris Koutouroushis, General Manager, Bizserve Consultants Ltd

9.55 – 10.10 am   –    Presentation from a Cyprus bank on “International Banking in Cyprus”

10.10 – 10.25 am –    “Polish-Cypriot success stories – Enhancing investment opportunities”

David James, International Liaison Partner, Baker Tilly Poland

10.25 – 10.55 am –    Questions & Answers

11.00 am              –    Close of Conference

In order to obtain your free registration, please contact mjaniga@bakertillypoland.eu  by Wednesday, 8th June 2011. If demand exceeds space available, registration will be first come, first served.

We look forward to seeing you at the Conference!

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Which Set of Laws to Use in Real Estate Transactions?


Skärva - The country estate
Some international real estate, yesterday

This morning on social media I added the following to a discussion on the above question. Some others had given similar answers, but there were other divergent answers.

The most important jurisdiction is where the property in question is physically located. This determines whether the mortgages or charges which the lender will wish to place on the property are properly drawn up and registered.

Let’s imagine a scenario where an inhabitant of country A buys a building in country B and receives a loan to do so from country C. If Country B has law that says a resident of country A needs a permit to buy property from country B, and the person from A has bought without the permit, then in that scenario any rights that the buyer has granted the lender will automatically also not be enfoceable on the property.

Which doesn’t mean that I can’t use Country C law for the loan contract – probably you can, but in a way that also takes account of the risks and vagaries of the law in country B and also maybe even Country A.

For these things you need firms of real estate lawyers and tax accountants that are international. Not just networks, but firms where the people putting the deal together include experts from the different countries involved working in each other’s offices or working together so closely and regularly, that they may as well be in each others’ offices. Good professional international communication is the key to success in these cases, and not every firm seems able to deliver it.

Tax is also a consideration, but most of all you have to make sure that you are compliant with the laws of the place the property is. The worst things that can go wrong will go wrong if that isn’t sorted out first and foremost.

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