The government proposes to extend the powers of the Prime Minister in the management of public treasury companies

Mateusz Morawiecki, Prime Minister of the Republic of Poland / AFP

This is a draft amendment to the State Property Management Act and some other acts adopted by the Council of Ministers. The project was prepared by the head of the Chancellery of the Prime Minister.

The new regulation aims to introduce new regulations and to correct certain solutions of the law of December 16, 2016 on the principles of the management of property belonging to the State and the laws modified as of January 1, 2017 in relation with the reform of the state-owned property management system.

The amendments introduced will remove the doubts of interpretation that have emerged since the entry into force of the State Property Management Act, clarify and supplement certain provisions with new solutions, which will allow project organizers to organize the skills and tasks of the organs of public administration after the reform. management of state-owned property on January 1, 2017 and easing the application of the provisions of the law.

The most important solutions adopted under the project concern strengthening, clarifying and complementing the powers and tasks of the Prime Minister in companies held by the Treasury. According to the draft, the Prime Minister's powers with respect to the coordination of the exercise of the rights of the public treasury in the companies and the guarantee of a uniform manner of exercising the rights to the shares held by the Treasury have been extended to all companies owned by the latter.

CIR explained in the announcement that the project expanded the cases in which the Prime Minister approved – in companies of major importance for the state economy – the voting instructions prepared by an entity entitled to exercise rights in shares held by the State Treasury or a State legal entity.

The current catalog is very limited in scope, as it only covers the subject matter of the art. 17 of the Law on the Management of State Property, that is to say the agreement of the general meeting for the sale, sale and purchase of certain categories of fixed assets by the company and the introduction of relevant provisions in the statutes or statutes, issues relating to the setting of remuneration rules and the appointment of members of the management and supervisory board. According to the draft, the direction should also cover the following issues: increase and decrease in the share capital of the corporation, merger – merger, spin – off, transformation, dissolution of the corporation, exclusion of the right to acquire new shares issued, sale , lease of the business or its organized part.

CIR added that the draft amendment extends the prime minister 's powers to coordinate the exercise of powers conferred on the public treasury by corporations and looking for a uniform manner of action. exercise the rights in shares held by the Treasury for all companies held by the Treasury.

However, this right shall not include the execution by the Plenipotentiary of the Government of the rights relating to strategic energy infrastructure of the shares held by the State Treasury with regard to the electricity transmission system operator and the manager of the gas transmission network and PERN.

The draft amendment – as reported by CIR – also gives general jurisdiction to acquire shares on behalf of the Treasury. The Prime Minister may also request information on the exercise of the powers conferred on the State Treasury by the companies and on the activities of the companies held by the Treasury held by all the bodies or entities exercising the corresponding rights.

CIR added that the draft also corrects the mechanism for transfer of rights to exercise shares rights held by the Treasury. "This transfer will take place in the Prime Minister's Regulations specifying the list of companies in which other members of the State Council, government representatives or legal persons, including single-shareholding companies of the State Treasury, exercise powers conferred on the State Treasury. " .

Government officials also announced that the draft amendment provided for the creation of a new special fund for the state, the investment fund, which must provide funding sources for the acquisition and subscription of shares or securities of companies. The project provides that the fund will be fed, among other payments from the profit of public companies of the Treasury to a person, 30% dividends paid, as well as advance dividend advances on shares held by the Treasury. According to the project, these funds will become the fund's income from January 2020.

CIR said in the press release that the draft also amended the provisions concerning the conditions to be fulfilled by persons designated as members of the supervisory body by an entity entitled to exercise rights in shares belonging to the State Treasury or to State legal person, as well as by the regulations relating to the Board for owned companies and legal entities of state. "The people selected in the supervisory body by the farmers or fishermen will be subject to the same requirements as the people elected as a member of the supervisory body by the employees" – it was pointed out .

The project also provides for a modification of the rules governing the sale of shares held by the State Treasury or legal entities of the State. The authors of the project propose to assign the rights governing shares held by the State Treasury or state-owned companies, but it should be emphasized that only shares or shares with a negotiable characteristic can be sold. 'that is to say a preferential right of subscription. . New exceptions were introduced in relation to the need to obtain the agreement of the Council of Ministers for the sale of treasury shares of the State by an entity authorized to exercise the right trading on shares owned by the state treasury, including: in the case of the sale of shares of a company in which the state treasury does not hold more than 20%. share capital, unless the market value of such shares does not exceed PLN 10,000,000. This change mainly concerns the so-called residues that belong to SP.

In addition, the project has expanded the list of companies in which shares and rights of Treasury shares are not subject to sale and an exception has been introduced for the sale of such shares to a company whose sole shareholder is the Treasury or other legal entity or for another publicly traded company. article. 13 and after obtaining the approval of the Council of Ministers. Currently, the list includes 25 companies whose treasury shares can not be sold. According to the project, the list was extended by four companies: PERN, Poczta Polska, Polskie Grupa Lotnicza and Polskie Koleje Państwowe. All of these companies are single treasury shareholding companies that, because of their importance to the state economy, have to perform important tasks, including public duties and business. Treasury interest, to become single-shareholding companies of the State Treasury.