Wpływ zasady słuszności na kształtowanie reguł określających wynagrodzenia członków organów spółek akcyjnych (wybrane zagadnienia)

Abstract

The system of remuneration can be a cause of serious confl icts between managers and stockholders, this including minority stockholders who have a lesser infl uence on the appointment of a company’s governing bodies. Analysis of the provisions of the Act of 15 September 2000, the Commercial Companies Code governing the remuneration of members of the management board and supervisory board, showed that within its scope legal controls are fragmentary, giving the company broad autonomy. Yet this autonomy is not of absolute nature and the company is obliged to comply with the principles of law, this including the principle of equity. In this article, the author analyses in detail one of the basic instruments for introducing the principle of equity which is the clause of good practice. The Commercial Companies Code does not specify how the term “good practice” should be understood. Therefore the author discusses opinions presented in jurisdiction as well as the stance of the doctrine; she also proposes her concept in this respect. In this article, a detailed analysis of the good practice applied in the case of jointstock companies is made, predominantly those regulated in the Good Practice of Companies Listed on WSE. The analysis also concerned its conformity with the European Union law in scope of remuneration policy.