White Paper on Corporate Governance in Poland

The Gdansk Institute for Market Economics has published new report on corporate governance in Poland.

The "White Paper on Corporate Governance" is a review of all the elements - legal or economic, formal or informal - that comprise the system governing Polish corporations, in particular those publicly listed. The paper begins with a brief overview of the corporate sector in Poland.

Next, the ownership and control structure of the listed corporations is presented.

The "White Paper" next discusses types of shareholders being involved in corporate governance in Poland beginning with strategic or controlling investors - most visible - type of shareholder in Poland.

The treatment of minority interests is gaining more and more attention in Poland. The reason behind such interest is the growing pension funds sector as well as a recent wave of reported abuse of minority rights not only by controlling shareholders but also surprisingly by the state. This has led to a loss of credibility in the public capital market in Poland. Therefore the "White Paper" gives special attention to the protection of shareholder rights. One can find here an overview of corporate transparency - information that corporations are obliged to reveal as well as non-mandatory transparency (additional information provided to shareholders through corporate websites). Moreover, the legal devices that may protect or undermine minority interests are presented (supervisory board composition, its functioning and remunerating, management of conflicts of interest, anti-takeover measures).

In the final section, the "White Paper" discuses audits and the auditor's role in supplying shareholders with ac-curate and objective information, the involvement of banks in corporate governance (through ownership and through debt) and the new bankruptcy bill.

Additional text boxes shed some light on issues that could be of interest to the reader: why do corporations go public, CalPERS role in promoting good governance standards, how corporate social responsibility enters Polish corporations, how insider trading can be limited by company internal self-regulations. In three appendixes the reader will find a brief overview of corporate social responsibility by Bolesław Rok (Ph.D), recommendations from Gdansk's Code, and a list of legal acts that provide the foundation for corporate governance in Poland.

The "White Paper" is addressed mostly to policy makers. But its primary goal is not to cause any immediate changes in laws or by-laws although such changes are welcomed. We hope the "White Paper" will first of all educate: by showing that corporate governance is not purely an academic invention but a real engine of economic growth, and by demonstrating how corporate governance mechanisms are structured, interlinked, how they substitute and complement, how they operate. We also intend the "White Paper" to be a useful guide for en-trepreneurs, journalists, students and the general public in exploring governance issues. We intend to produce a "White Paper" every 2-3 years to review any changes in corporate governance in Poland. We also hope to omit in the next edition any mistakes we may have made in this edition.

Contact persons:

Piotr Tamowicz (Ph.D), e-mail: tamowicz@ibngr.edu.pl
Maciej Dzierżanowski, e-mail: dzierza@ibngr.edu.pl

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