Powers of executive directors in managing the affairs and representing the European company

Michał - Gornowicz

Uniwersytet Warmińsko - Mazurski w Olsztynie

Abstract

The article aims to systematize the concepts related to determining the
position and legal nature of executive directors in the monistic model of managing a European company, as well as the scope of powers granted to them
by the legislator. It is also necessary to consider whether the governing board
has the power to extend the competencies of non-delegated directors. In addition
to analyzing the literature on the subject, it will be helpful to answer the
above-mentioned issues to consider whether, and if so, which provisions regulating the activities of directors in a simple joint-stock company to enter into
force on July 1, 2021, could be applied under the European Company Act. The
analysis also requires an assessment of the legal status of non-executive directors in a European company that control the activities of executive directors.
The implementation of the aforementioned goals will allow for de lege ferenda
postulates, allowing to improve the functioning of executive directors in European companies with a monistic management model. The legal considerations
made allowed for the conclusion that despite the lack of legal regulations regarding the possibility of extending the scope of the powers delegated to executive directors, no premises are precluding the exercise of this possibility.
This solution may be introduced under the content of the statutory provisions
of a European company or a power of attorney because no provision of Polish
legislation excludes expressis verbis this possibility. De lege ferenda, the Polish
legislator is faced with tasks related to the unification of the legal position of
executive directors under the Act on the European Company and the Commercial Companies Code. with regard to the provisions on a simple joint-stock
company.