Personal liability of executives: key supervisory actions in Poland

Introduction

Polish law adopts a multi-layered and individualised approach to the liability of natural persons acting within corporate structures. Executives, board members, and managers may be held personally liable for unlawful conduct committed in the course of a company’s activities, even where such conduct is formally attributed to a legal entity. This reflects a clear and growing regulatory focus on the personal accountability of decision-makers, rather than abstract corporate responsibility.

Individuals may incur criminal, civil, and administrative liability, including subsidiary liability for public-law obligations. As a result, the same conduct may be assessed under several legal regimes simultaneously, significantly increasing the personal exposure of executives and senior managers.

Polish law also provides for quasi-criminal liability of legal entities under the Act of 28 October 2002 on the Liability of Collective Entities for Acts Prohibited under Penalty. This regime is strictly derivative and applies only where the guilt of a specific natural person has been established. Even within this framework, responsibility ultimately rests on identifiable individuals, not on the legal entity as such.

In practice, liability is determined through a functional and factual assessment, based on internal regulations, allocation of competences, and the actual performance of duties, rather than formal job titles alone. Collegial decision-making does not exclude personal liability, although in complex corporate structures, full personal attribution may not always be possible.

As a result, Polish law does not apply a universal or automatic model of executive liability. Each case requires an individualised analysis of the person’s role, powers, and causal link to the violation.

Liability of management board members

In Poland, members of the management board (zarząd) may incur criminal and civil liability for violations committed in the course of corporate activity. Criminal liability may arise from both active conduct and omissions, including failure to take necessary management decisions, whereas civil liability applies where damage is culpably caused.

Decision-making within corporate structures is often collegial, yet this does not exclude individual responsibility. Board members who vote in favour of an unlawful decision may be held personally liable if they were aware, or should have been aware, of its unlawful nature. Liability may also arise in cases of systemic violations tolerated through inaction or tacit consent.

Polish practice places significant weight on hierarchical subordination. Liability may extend beyond the direct perpetrator to superiors, including management board members, where they ordered, approved, or knowingly failed to prevent unlawful conduct. Responsibility follows the chain of decision-making and control, not merely formal roles.

At the same time, Polish law allows for exemption from liability through proper organisational delegation. A board member may avoid liability where the relevant activity fell outside their formally assigned competences, they did not factually participate in or influence the violation, and the delegation of powers was properly documented and operationally effective.

Although management board members are the primary bearers of formal responsibility, similar liability may also apply to other managers and supervisory persons, depending on their actual powers and involvement.

Liability of managers

Managers also may incur legal liability within the scope of the functions assigned to them, including both strategic and operational decision-making. Liability is not automatic and depends on the individual’s specific role, powers, and responsibilities within the corporate structure.

From a legal perspective, the term “managers” extends beyond CEOs and directors to include supervisory board members, chief accountants, and other individuals who formally or de facto perform management functions. Personal liability may arise regardless of job title where an individual exercises real influence over decisions or processes that led to a violation.

White-collar crimes in Poland cover a broad range of misconduct. Criminal liability may arise not only under the Criminal Code, but also under special statutes, including financial, tax, and corporate legislation that provide for criminal sanctions. Liability may result from actions or omissions, including failure to perform statutory duties or to prevent an unlawful situation where there was a legal obligation to act.

A manager may be criminally liable if they were entrusted with management functions, either expressly or through the actual exercise of delegated powers. Polish criminal liability is strictly individualised and assessed on the basis of the manager’s actual role, scope of authority, conduct, and the proven existence of damage or risk thereof.

Polish enforcement practice

Recent enforcement practice of the Polish Financial Supervision Authority (KNF) demonstrates a clear and consistent trend toward holding specific individuals personally liable for breaches of EU and Polish disclosure rules. The KNF has imposed administrative fines directly on named members of the management and supervisory boards of public companies for violations of the Market Abuse Regulation (MAR) and the Polish Act on Public Offering, regardless of the issuer’s corporate form.

For instance, the KNF fined Andrzej Piechocki, a member of Lark’s management board. PL S.A., PLN 160,000 for improper disclosure of insider information. The violation concerned a current report that failed to disclose the identity of the buyers and omitted information on capital and personal links between the issuer and the purchasers.

A more severe example is the decision against Jacek Wojciechowicz, a member of the management board of Hyenergy S.A., who was fined a total of PLN 600,000 for systematic violations of MAR disclosure obligations. The KNF identified multiple failures, including non-disclosure of the actual non-performance of contracts, omission of regulatory approval requirements for distribution in the United Kingdom, and concealment of insider information relating to commercial agreements. In each instance, the KNF emphasised that Wojciechowicz exercised management functions at the time of the violations and therefore bore individual responsibility for compliance with EU disclosure standards.

Importantly, Polish enforcement practice extends beyond executive management. In the case of KCI S.A., the KNF imposed an administrative fine of PLN 16,000 on Dorota Hajdarowicz, a member of the supervisory board, for failure to exercise effective oversight over disclosure obligations. The violations concerned deficiencies in the preparation and publication of annual and semi-annual reports. The KNF expressly stated that, notwithstanding the executive nature of reporting duties, a supervisory board member is personally liable for ineffective supervision and inaction.

The KNF has also sanctioned individuals for breaches of ownership transparency rules. In one decision, the authority fined Bartłomiej Muszyński PLN 60,000 for repeated failures to notify changes in the shareholding structure of Stem Cells Spin S.A. The KNF classified the conduct as systematic violations of statutory notification obligations, reinforcing that transparency duties attach directly to the individual, not solely to the issuer.

Taken together, these cases confirm that Polish regulators apply an individualised, function-based model of liability. Responsibility follows actual decision-making power, influence, and supervisory control, rather than formal job titles or internal task allocation. Neither corporate structure nor collective governance shields individuals from personal sanctions where disclosure, reporting, or transparency obligations are breached.

Conclusions

Polish law and supervisory practice clearly confirm that personal liability of executives and managers is a structural element of the regulatory system, not an exceptional measure. Responsibility increasingly attaches to individuals who exercise real decision-making power, influence, or supervisory control, regardless of corporate form, collegial governance, or internal task allocation. Actions and omissions alike may give rise to criminal, civil, and administrative liability, often in parallel.

Recent enforcement actions by the KNF demonstrate a function-based approach to liability, under which personal exposure follows actual authority rather than formal titles. In this environment, effective governance, clearly documented delegation of responsibilities, and robust compliance mechanisms are essential safeguards. Reliance on corporate structures alone no longer provides meaningful protection against personal sanctions.

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