Country Analyses, Second Edition
Edited by Christine A. Mallin
Chapter 8: Corporate governance in Poland
Piotr Tamowicz* BACKGROUND Poland as a ‘catching-up’ country has gone through significant transformation during the last 15 years. The structure of all aspects of the market has changed, with new economic and legal institutions entering the scene. The stock market, privatization schemes, pension reform, and a new legal framework have been created and developed, and the economy has been liberalized and opened up, attracting foreign players and capital. All these institutional settings created new guidelines and rules for corporate players to follow. Although creating coherent and effective corporate governance mechanisms has not been at the heart of these institutional reforms, the outcomes are generally positive. The legal and economic infrastructure is close to European standards and is gradually improving. Players are more active and sensitive to corporate and stakeholder relations. The biggest problems Poland faces are with respect to enforcement of the judicial system and governance practice. In this chapter we present an overview of the state of corporate governance in Poland, beginning with the ownership structures and therefore the character of agency conflicts, followed by an analysis of minority interests and new developments in governance arrangements. FROM STATE CONTROL TO BLOCKHOLDERS The agency problems in Polish corporations have evolved significantly over the last decade, along with the changes in ownership and control structures, shifting from rather dispersed (not too concentrated) to large blockholders. The Rise of Socialist Ownership Structures Following the Second World War, Poland began what was to be almost 40 years of communist rule that significantly affected...
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