On 24 October 2017, the Polish Government Legislation Center published draft legislation on public transparency ("Transparency Paper"). Our analysis of the Transparency Paper's legal solutions indicates that the law will have a huge impact on compliance in Poland. From the compliance point of view, the Transparency Paper proposes the following major changes:

  • Large and mid-size enterprises will be required to have internal anti-corruption policies in place, including:
    • a code of conduct, to be signed by each employee, associate and supplier;
    • anti-corruption clauses to be inserted in each contract;
    • a policy governing gifts and other advantages received by employees.
  • Whistleblowers will enjoy statutory protection, including a ban on terminating or downgrading their employment contracts without the public prosecutor's consent. Whistleblower status will be awarded and denied by the prosecution service.
  • Commercial companies where the State Treasury, local government or government-controlled corporations hold at least 10% of the share capital or 10% of the total number of shares will have to maintain—and publish online—registers of civil law contracts.
  • Fines (PLN 10,000 to 500,000) for businesses which hire public officials listed in the Transparency Paper within 3 years of leaving public office. The only officials this affects are those who were involved in deciding matters relating directly to the business concerned or who managed the office or unit where such decisions were made.
  • Fines (PLN 10,000 to 10 million) and 5 years' disqualification from public procurement processes for businesses if a person acting in the name of or for the account of the business is charged with crimes of corruption and the business did not have effective internal anti-corruption policies or the policies in place turned out to be for appearances’ sake only.
    • The business will avoid punishment if it reports the person to law enforcement agencies.

The new law is expected to become effective on 1 January 2018.

The Transparency Paper is at an early stage in its legislative process and changes are not inconceivable. However, if it is enacted in its current wording, a wide range of businesses will have to implement or review anti-corruption policies within a very short time frame. Another impact would be a stronger focus on internal investigations or audits in the case of corruption-related infringements.