A Polish Limited Liability Company (“LLC”) is represented by the its Executive Board (“EB”). The EB members are entitled to represent the Company vis-à-vis third parties in all judicial and extrajudicial matters. Internally, they run the business of the Company by making all management decisions. Provisions of the Polish Commercial Companies Code, the Articles of Association (“AoA”) or Shareholders’ Resolutions may impose certain restrictions on EB members.

Division of Duties: The EB members are entitled to individually or jointly represent the Company (as per the respective provisions of the AoA). Such power of representation cannot be limited vis-à-vis third parties. If the EB consists of one EB member only, the EB member represents the Company individually. [...] In case the EB comprises several members, the AoA may provide for single power of representation by each (or just some) EB members or a joint power of representation by 2 EB members acting jointly or one EB member acting together with a commercial proxy (in Polish: “Prokurent”). Internally, each EB member is responsible for the day-to day management, whereby affairs exceeding the ordinary scope of business should be decided at EB Meetings. It is also possible to assign each EB member a specific area of responsibility (e.g. every day business, finances etc.). Even then, every EB member stays obliged to supervise the actions of all others in order to prevent untenable management decisions.

Composition: The EB must have at least one EB member, unless a minimum number of EB members is determined in the AoA (with no applicable maximum unless otherwise determined in the AoA). All EB members must be physical persons with full legal capacity and not convicted for crimes specifically indicated in the Polish Commercial Companies Code.

Appointment/Dismissal Competence: EB members are generally appointed by way of a Shareholders’ Resolution adopted at a General Meeting (“GM”) (absolute majority of votes). The AoA may provide for nomination rights of certain Shareholders or assign the nomination right to the Supervisory Board (“SB”) (if established). From 1 January 2017, the Shareholders’ resolution or the AoA may provide that the EB member is nominated by the SB after conducting a qualification procedure, whereby rules of such procedure may be determined in the abovementioned resolution or the AoA. The AoA or the Shareholders’ resolution may specify requirements (qualifications) to be met by candidates for the position of an EB member. Dismissal of EB members may be achieved through a Shareholders’ Resolution (absolute majority of votes). EB members nominated by individual Shareholders may usually also be dismissed by such Shareholders in their sole discretion. Generally, the mandate of EB member expires upon approval of the financial statements for the first full financial year of service as an EB member and the EB member has to be reappointed at the annual GM. The AoA may provide for a longer term of office of EB members or their appointment for an indefinite period of time.

Alternates: N/A.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Poland on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with WKB Wiercinski, Kwiecinski, Baehr before actually changing any board members in Poland.