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Poland – New corporate criminal liability bill means companies will have to implement whistleblowing procedures

Written by
Raczkowski largest boutique firm focusing on HR law.
Poland’s proposed new law on corporate criminal liability will require organisations to implement a whistleblowing procedure. This article sets out the key elements of a whistleblowing programme for these purposes and the consequences of failing to deal with reported wrongdoing.

The proposed new law on the liability of collective entities described in detail in our update of 10 December 2018 also requires all companies to accept and investigate reports from employees or other individuals concerning irregularities at the company. This is because these irregularities, but also all failures of due diligence, as well as gaps in the company’s internal organisation, could be crimes.

In other words, the bill requires companies to implement a whistleblowing procedure, though it does not describe it in detail. Based on our experience, including international experience, a whistleblowing procedure must be based on shaping the employees’ awareness of what constitutes wrongdoing and how they should respond to it.

An effective procedure also requires that communication channels between the employees and the bodies that consider their reports be tailored to reflect the realities of the company in question. Finally, a whistleblower must be guaranteed anonymity and protected from all reprisals or sanctions, from both corporate bodies and other employees. Corporate bodies, in particular the management board, will also be obliged to investigate reports. That means they have to conduct an internal investigation whose goal will be to determine whether there has been an irregularity at the company, whether the irregularity constitutes a crime or a tax offence and whether it could have been prevented. If the management board fails to investigate or if it fails to deal with irregularities that have been discovered, the court will have the right to increase the fine imposed on the company to PLN 60,000,000.

The draft law is at the end of its legislative process in the government. If it reaches the parliamentary stage it may be enacted soon. The proposed timescale for implementationis short: three months