Full transparency of wages in state-owned companies? There is a new bill

Luc Williams

Full transparency of remuneration of management and supervisory board members companies with State Treasury participation is one of the assumptions of the draft law proposed by Poland 2050. Its aim is to depoliticize state-owned companies.

Data on CEO pay every month

What will it involve? pay transparency? Every month, “the amount of remuneration, including additional benefits and the annual bonus of a person being a member of the supervisory or management body, paid in individual months regardless of the basis for establishing an employment relationship or providing services” will be published. A special register will be kept by the Ministry of State Assets. “The data in the remuneration register is public. The information is available in the remuneration register for a period of 5 years from the date of its introduction, supplementation or update,” the bill states.

In the document However, there is no question of changing the rules for remunerating managers of state-owned companies. They are regulated by the so-called the Chimney Act, which states that in the largest companies the president can earn a maximum of 15 times the “national average”. This amount can be doubled with a bonus. In total, this translates into over PLN 2 million of gross remuneration per year.

Fight against political corruption

“The next element of the project is a blow to the phenomenon of political corruption. (…) The regulations do not limit a phenomenon that has intensified in recent years, namely the financing of the activities of the ruling party by persons owing to this position members of management and supervisory bodies of companies with State Treasury participation. In this way, we are effectively circumventing the ban on financing party activities by state-controlled companies. Such a mechanism fits into the definition of political corruption, the manifestations of which include in particular the pathological coupling of parties and state-owned companies and all forms of manipulation of public institutions to increase benefits for political decision-makers. The proposed act is a starting point for counteracting this phenomenon through legislation prohibition on political parties and electoral committees accepting payments and non-material benefits from members of management and supervisory bodies of companies with the participation of the State Treasury,” it was written in the justification for the project.

Good Governance Committee with a five-year term and a strong mandate

It is also intended to depoliticize change in the method of appointing supervisory board members. Currently, a positive opinion of the Council for State Treasury companies operating at Chancellery of the Prime Minister. Its members are appointed by the Prime Minister and the Minister of State Assets. It is intended to replace this advice Good Governance Committee (KDZ).

The election to the KDZ will also continue to be on the government's side. The bill provides that Trade unions, employer organizations and rectors of universities will be able to nominate candidates for KDZ members, which have the “authority to award doctoral and habilitated doctor degrees in the discipline of management and quality science.” 7 people will be selected from the proposed list and reviewed by the Sejm State Treasury Committee.

KDZ members will have a five-year term of office. In addition to resignation, dismissal will only be possible if a “conflict of interest or other behavior violating the principles of impartiality and independence of the committee” is found. Committee members will receive remuneration. Its amount will be determined in a regulation by the Prime Minister.

There will be no extra work on supervisory boards

Poland 2050 she also wrote down in her project restrictions on the composition of supervisory boards of state-owned companies. However, the document shows that this will not apply to all companies with State Treasury participation, but only to those where the state has all the votes.

“In a company in which the State Treasury, a sole shareholder company of the State Treasury or a state legal person is the only partner or shareholder, the supervisory body consists of seven people, including three independent members,” the draft states. This excludes the largest companies whose shares are listed on the stock exchange.

Independent member a person belonging to a political party or a person who, within 5 years before being appointed to the supervisory body, served as a member of parliament, senator, member of the European Parliament or councilor will not be eligible.

What will be new – if the act is passed – will be: the obligation to announce candidates for supervisory boards of companies with State Treasury participation two weeks in advance (also where the share of the State Treasury is less than 100%). Even during the last staff exchange for state-owned companies listed on the stock exchange, the state-owned owner submitted a candidate with little notice, sometimes just before the date of the general meeting.

“The project completely closes the possibility of serving in the supervisory and management bodies of companies with State Treasury participation and local governments to persons performing public functions. This change means tightening the regime limiting “moonlighting” in companies controlled by the state and local governments by high state and local government officials,” the draft bill states.

Persons holding high-ranking state or local government functions sitting on supervisory boards “are obliged to resign from these positions by the next general meeting or shareholders' meeting, but no later than within six months from the date of entry into force of the Act, unless within this period submitted a declaration of resignation from public office. If they do not submit the declaration within this period, these persons will lose, by operation of law, their positions in the company's governing bodies,” the draft law authored by Poland 2050 provides.


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