Does a board member have to be a Jack of All Trades and do everything themselves to avoid criminal liability?

We invite you to read the article in "Rzeczpospolita" written by partners at Romanowski & Partners: Prof. Michał Romanowski and Piotr Haiduk.

The answer should be obvious, but for the prosecutor’s office, it is not. In numerous cases, law enforcement authorities assume that criminal liability lies with whoever simply signed the document. The reality is much more complex.

The problem is systemic in nature because, following the prosecution’s line of reasoning, building a complex organizational structure makes no sense if, at the end of the day, a board member must personally verify everything—otherwise, they face imprisonment. With this approach by the prosecution, the profession of a manager in Poland becomes far more dangerous than that of a bomb disposal expert.

An interesting fact: in 2024, the prosecutor’s office lost just over 50% of first-instance cases involving the so-called crime of acting to the detriment of a company (Article 296 of the Criminal Code). There may be several reasons for this, but the most prominent are hasty indictments and the hope that “something might stick.”

Meanwhile, the mere filing of charges is often a civil death sentence. This is particularly true in financial institutions, where it plays a significant role in assessing the suitability of board members.

Read more in the article available HERE (Polish version only).