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Good practices in the selection of candidates for members of authorities of companies of key importance for the State Treasury
The Minister of Treasury, guided by the best standards of regulations developed, among others, by market players hereby presents Good Practices, setting the anticipated standards for selection of candidates for managerial and supervisory positions of 19 companies of key importance for the State Treasury.
I. Introduction.
The process of commercialisation and privatisation of state enterprises, having lasted more than 20 years, is largely coming to the end. The vast majority of state enterprises have been transformed into capital companies or changed ownership in the process of direct privatisation.
State ownership still is and will remain a permanent element of the Polish economy, in particular in its areas that are generally recognized as strategic because of the public interest in the broad sense.
Retaining of State control over companies in sectors such as: defense, fuel and energy, or financial sector, does not by itself guarantee these entities a strong position on the open market. Dynamic growth of companies with Treasury shareholding, ensuring their lasting economic and financial stability, shall only be possible if they are provided with staff on key managerial and supervisory positions adequate to the scale and importance of the company's operations.
In state-owned companies subject to competitive pressure, operating in areas having a major effect on the whole economy, it is particularly important to select the top qualified personnel for the management and supervisory boards.
Guided by the best standards of regulations developed by the market players and having in mind the OECD (the Organization for Economic Cooperation and Development) Guidelines on Corporate Governance of State-Owned Enterprises, the Minister of Treasury decided to present to the public the rules for selection of members of authorities of companies of key importance for the Treasury, hereinafter referred to as "the Companies", approved by the Minister.
"Good practices in the selection of candidates for members of authorities of companies of key importance for the Treasury" set a practical standard that the Minister of Treasury himself shall consequently strive to apply when making decisions on appointment of managers at the Companies.
The Minister of Treasury recommends that the Good Practices apply in full scope to supervisory boards of the Companies in the course of their proceedings to appoint members of the management boards.
The Minister of Treasury also recommends to the Companies that they apply section III of the Good Practices - "Good Practices in relation to persons appointed as members of the Companies' authorities" in proceedings concerning selection of members of authorities of their subsidiaries.
II. Good practices in proceedings of selection of a member of a Company's authority.
The purpose of the proceedings on the selection of members of the Companies' authorities is to select the persons guaranteeing objective and independent decisions. Therefore, selection of candidates for members of the Companies' authorities should be conducted in observance of particularly the following principles of: openness, publicness, transparency, competitiveness, impartiality and political neutrality.
Proceedings in selection of members of the Companies' authorities must be based on clear and precisely defined substantive criteria, with particular attention paid to the required: knowledge, experience and skills, as well as the Company's individual character. The above-mentioned criteria must not, however, be defined ad hoc but taking into account the need to ensure the Companies stable management and supervision in the long term.
In matters related to selection of members of the Companies' authorities, they should cooperate with advisors - businesses dealing in professional identification and recruitment of specialists. The advisor's task should be to search and verify candidates meeting requirements and criteria specified for the proceedings, to receive the required documents from them and accept their statements. For entities not obliged to apply provisions of the Public Procurement Law Act of 29 January 2004 (Journal of Laws of 2010, No. 113, item 759 as amended), advisors should be chosen in conformance with fair competition conditions in an open, reliable, transparent and non-discriminatory procedure.
Selection and evaluation of candidates should be made on the basis of all materials available, in particular documents and relevant statements received from the candidate, consulting company, public administration bodies and the concerned Company. It should also be noted that the collection and processing of personal information acquired in the proceedings must be made in accordance with the generally binding regulations, in particular the Act of 29 July of 1997 on the Protection of Personal Data (Journal of Laws of 2002 No. 101, item 926 as amended).
III. Good practices in relation to persons appointed as members of the Companies' authorities.
Persons to be appointed as members of a Company's authority shall have higher education or an equivalent degree obtained abroad and recognized in the Republic of Poland pursuant to separate regulations, and shall have in particular:
- experience in enterprise management or supervision over the activities of management bodies of enterprises, or
- experience in the functioning of the industry in which the Company conducting the proceedings operates, or
- experience in economic, legal or other consultancy relevant to operations or needs of the Company conducting the proceedings, or
- qualifications in accounting or financial auditing, as stipulated in the Act of 7 May 2009 on Certified Auditors and Their Self-Government, Entities Authorized to Audit Financial Statements and Public Supervision (Journal of Laws no. 77, item 649 and of 2010 No. 182, item 1228).
Persons to be appointed as members of a Company's authority shall need to, apart from having knowledge, experience and skills:
- enjoy a spotless reputation and guarantee impartiality;
- have a security certificate authorising access to classified information marked as "secret" or agree to undergo the proceedings to issue such a certificate;
- enjoy full civil rights.
Persons to be appointed as members of a Company's authority must not cause a risk of a conflict of interests or raise suspicions about partiality or self-interest, in particular in relation to kinship, membership in the bodies or acting under a mandate won in direct or indirect elections in a local government body, or conducting specific gainful, social or political activity.
IV. List of companies of key importance for the Treasury.
Companies of key importance for the Treasury, for which the application of Good Practices is recommended, are:
- Agencja Rozwoju Przemysłu S.A.
- Bumar sp. z o.o.
- ENEA S.A.
- ENERGA S.A.
- Grupa Lotos S.A.
- Giełda Papierów Wartościowych w Warszawie S.A.
- KGHM Polska Miedź S.A.
- Operator Gazociągów Przesyłowych Gaz-System S.A.
- PGE Polska Grupa Energetyczna S.A.
- Polski Koncern Naftowy ORLEN S.A.
- Polskie Górnictwo Naftowe i Gazownictwo S.A.
- Powszechna Kasa Oszczędności Bank Polski S.A.
- Powszechny Zakład Ubezpieczeń S.A.
- Przedsiębiorstwo Eksploatacji Rurociągów Naftowych „Przyjaźń” S.A.
- TAURON Polska Energia S.A.
- Totalizator Sportowy sp. z o.o
- Zarząd Morskiego Portu Gdańsk S.A.
- Zarząd Morskiego Portu Gdynia S.A.
- Zarząd Morskich Portów Szczecin i Świnoujście S.A.
Author : Ministry of Treasury
Statystyka strony: 134 wizyt
