Managerial contracts

Managerial contracts are a popular form of employment of management staff, and offer numerous advantages for both parties to the employment relationship. However, this form may generate certain problems.

We advise employers on the following issues:

  • drafting managerial contracts with Members of Management Boards and other managers in the form of employment contracts or civil law agreements,
  • preparing stock option plans and bonus plans,
  • advising on dismissal of Management Board Members and terminating managerial contracts,
  • drafting non-competition agreements, non-solicitation clauses, and confidentiality agreements,
  • liability of Members of Management Boards under Polish law,
  • advising on variable remuneration policies for risk-takers in financial institutions,
  • advising on Salary Cap Acts for companies in the public sector,
  • representing employers in court disputes with former managers.

General information:

  • In the agreement concluded between a limited liability company and a Member of the Management Board and in disputes with them, the company is represented by the Supervisory Board or the representative appointed by a resolution of the General Meeting of Shareholders (Article 210 of the Code of Commercial Companies).
  • The main consequence of non-compliance with the provisions of Article 210 paragraph 1 of the CCC is the unconditional invalidity of an action performed pursuant to Article 58 of the Civil Code. Establishing an employment relationship with members of the Management Board in an implicit manner is permissible as an exception, in the context of the issue of invalidity of employment contract concluded in violation of Article 210 of the CCC (judgment of the Supreme Court of December 18, 2019, case file: I PK 204/18).
  • A Member of the Management Board of a public limited company who concludes an agreement on providing services as part of non-agricultural business activity with that company may be covered by social security based on the agreement on the provision of services (Resolution of the Supreme Court of June 17 2015, case file: III UZP 2/15 – the power of a legal principle).
  • The Social Insurance Institution cannot require a manager or a director employed under a managerial contract to pay contributions on that contract if that person is insured in connection with the conducted business activity (Judgment of the Supreme Court of March 29 2017, case file: I UK 116/16).
  • Managerial contracts
    • Advising on the appointment and dismissal of Members of Management Board at an international pharmaceutical company operating in Poland.
    • Advising on the policy on variable remuneration elements for a major Polish bank.
    • Drafting a managerial contract for a Member of the Management Board at a leading bank in Poland.
    • Drafting retention plans for managers in one of the largest pharmaceutical companies.
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