Public consultations on the draft bill of the new Act on the transparency of public life have been completed. The draft bill has not yet been debated by Parliament. However, we believe the bill will be passed into law within the next three months.
What changes can be expected?
The proposed legislative amendments are designed to counter corruption, and at the same time to strengthen the system of penalties and sanctions for companies which fail to comply with the Act’s requirements. Although an important part of the regulations concern the public sector, significant changes are also awaiting the private sphere and large entrepreneurs without any capital connection with the State Treasury.
According to the bill, companies will be required to prepare and effectively apply sophisticated internal anticorruption procedures. The proposed tools and procedures are aimed both at preventing and discovering acts of corruption or its financing, and to ensure any wrongdoings are quickly and efficiently reported. Penalties for a failure to adjust to the new requirements will also be relevant. The penalties that the Polish Antimonopoly Office (UOKiK) will be able to impose can be as high as PLN 10 million, and a ban from competing for public works contracts may be imposed for up to 5 years.
Whistleblowers under special protection
According to the legislator, until today whistleblowers generally have not reported to their employers or, much less, to officials of any competent authorities any wrongdoings which may have occurred in their companies, for fear of retaliation. This is why the legislator is planning to introduce to the Polish legal system the concept of whistleblowers and whistleblowing, and the related statutory protection of whistleblowers against retaliatory actions. Among the proposed measures of protection is the prohibition to terminate an employment contract or the requirement to pay out two years’ worth of severance pay in the event of termination of an employment contract without clearance from the public prosecutor.
Restrictions on private sector companies with a Treasury share
Transparency of any activity pursued in the public sector is the principal objective of the proposed legislative amendments. To this end, among other things the draft bill envisages considerable restrictions for commercial-law companies and groups of companies in which more than 20% of shares/stock are owned by the State Treasury (so-called obligated companies). These restrictions are driven by the proposed introduction by the new act of the obligation for such companies to separate their management from their capital. In practice, this may markedly affect such companies’ attractiveness for investors. Moreover, the obligated companies will be required to disclose and keep a public register of all civil-law contracts and agreements. However, a significant part of the regulations applies to private entrepreneurs without any capital link with the State Treasury, employing more than 50 employees and achieving an annual turnover of more than EUR 10 million or with their total assets amounting to more than EUR 10 million.