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Jurkiewicz Law Firm
Advisor to the Supervisory Board.
The 2022 amendment to the Commercial Companies Code introduced the possibility for Supervisory Boards of limited liability companies to use and joint-stock companies and Simple joint-stock companies from the services of an advisor to the Supervisory Board. Advisor to the Supervisory Board is an entity/person selected by the Supervisory Board to investigate a specific matter concerning the company’s operations at the company’s expense. An advisor to the supervisory board may also be selected to prepare the necessary analyzes and opinions. In this respect, the Supervisory Board has its own right to conclude agreements with the advisor. The reason for these regulations is the change in the rules of liability of members of Supervisory Boards. After the amendment, they are obliged to exercise due diligence. The obligation to exercise due diligence will be ensured if a member of the Supervisory Board acts within the limits of justified economic risk, including on the basis of information, analyzes and opinions that should be taken into account
attention when making an assessment.
The Advisor to the Supervisory Board has certain broad powers and duties:
- the adviser should be provided with access to documents and provide him with the requested information,
- both the adviser and natural persons performing activities in his name or on his behalf are obliged to keep secret all non-public information and documents received from the company.
Advisor to the Supervisory Board - when will be available necessary?
- when the Supervisory Board is not convinced as to the legitimacy and correctness of the assessment presented by the Management Board or other company bodies,
- when the Supervisory Board, as part of the performance of duties regarding ongoing supervision, sees the need for independent examination of specific areas of the company's operations,
- when the Supervisory Board has been asked to consent or take a position required by the contract/statute or the law, and it wants to feel comfortable that it has all the necessary data to make a decision and its assessment will be based on an objective analysis,
- when violation of regulations concerning the company's operations may result in the liability of members of the Supervisory Board - a periodic review of internal procedures may detect irregularities.
Advisor to the Supervisory Board - what can we do to offer?
- preparation of a legal opinion on the method of disposal of property,
- conducting an audit of processes within the scope of the entity's operation, in particular, e.g. in the field of notifications from whistleblowers, personnel management issues related to the production and marketing of products and services, relations with trade unions,
- preparation of a legal opinion regarding the need to obtain corporate approvals,
- conducting legal due diligence of the acquired / acquired / sold entity,
- conducting a legal audit of internal procedures,
- conducting a legal and tax audit in the company.
