CBE Polska

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Legal Partner
Strategic Partner
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Dear Sirs,
It is a rule that in Limited Liability and Joint Stock Companies the current issues are taken care of by the board and management. The role of those organs is to work to the advantage of the company, something that they are accountable for. It does happen though that their activities lead the company, contractors, creditors or other third parties to incur a loss or a waste. In such a case, they are not only fired, but also legally liable. Therefore, membership of the board is not only authority, but also great responsibility. The types of liability that board members and boards of directors are subject to are: criminal, civil, tax and energy law.
The functioning in the supervisory authority of energy and energy-intensive companies, that are strategic for national economy, has special risks due to the sector's regulations. The regulatory organs like URE, UOKiK, NIK have the power to impose fines on enterprises that broke the law. Considering the instability and imprecision of regulations (energy, gas, renewable, and environmental protection) the liability of board member is very wide in scope. To list a few:
  • incorrect investment implementation
  • failure to comply with concession obligations
  • improper state of fuel reserves
  • unsettled accounts
  • improper observation of rules from Article. 44 PE in the financial statements of the company or lack of conforming to the rules in the abovementioned article in the accounting
  • using monopolistic strategies (URE in cooperation with UOKiK)
  • employing unqualified management
  • the responsibility to maintain energy grid in the state that guarantees uninterrupted and fault-free delivery of electrical energy
  • lack of conforming with the National Indicative, that is: breaking the bio-component and liquid biofuels Act
  • other
One is not exempted from liability by lack of knowledge, or even the mismatched scope of responsibilities of a given member of the board, who is not responsible for the issues for which he was held liable. The law does not differentiate between amateur and professional board members. Particulatly important is the fact that there exist a special rules regulating members of the board liability. It is important to know these regulations closely.
For example, the activities described in the art. 56 (1) of uPe implicate the responsibility of a subject regardless of its fault. In accordance with that article, there is a financial fine for lack of compliance with concession responsibilities, using unaccepted pricing and tariffs, lack of releasing in time the terms of connection and lack of obtainment or presentation of guarantees of origin. The issue of so called objective liability was raised numerous times by the Supreme Court. In the ruling on the 30th of September 2011 (III SK 10/11) on the basis of art. 56 (1) of Energy Law it was stated that the liability in that article is objective and it is not necessary to show "the purposefulness of fault of the sanctioned entity".
Due to the lack of clarity in the legislative environment, you are invited to arrend the workshop "Legal Liability of Board Members in Polish Industry and Energy Sector (criminal, civil, tax and energy law)", which will take place on the 20th of November in Warsaw.

The main topics on the workshop will be:
  • Premise for liability
  • Criminal, fiscal, civil, and tax liability
  • Responsibilities in the area of accounting, duties to be fulfilled in the financial statement
  • Liabilities due to the sectoral regulations, the overseeing bodies and the sanction system
  • Investment and environmental risks (existing and planned)
Attention! The workshop has a special form. Your attendance is anonymous and the consultation is confidential, so you can discuss at ease the issues at hand, and avoid "stigmatization: of your company. The event is closed, and will not be registered in any way. Amongst the participants there will be only board members, and the event will not be available for: media, journalists, associations, clusters, and non-board company employees. The reason for that is the topics that will be discussed during the workshop, that might be confidential or strategic for the companies involved.

You are invited to the event if you are:
  • Company President
  • Board Member
  • Chairman or Member of Board of Directors
  • Proxy
  • Auditor
  • Legal Counsel
  • everyone interested in the aforementioned topics that could be hypothetically liable due to the held position