Who am I?
Former Deputy Minister of the Polish State
Treasury
15 years of consulting experience
Former Vice President of the Management Board
of PGE – Poland’s largest power company
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Initial challenge
Medium size / non strategic
companies
Strategic enterprises
Companies needing deep restructuring
Other
Small companies
Minority stakes
All state owned
companies
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Alternative management models
Government /
Prime Minister
Dedicated Minister/State Agency
Strategic enterprises Medium size/non strategic companies
Companies needing deep restructuring
Decisions regarding strategic companies were any way made directly at the Prime Minister’s office…
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Sectoral Ministries Model
Government /
Prime Minister
Prime Minister Office / Government
Agency
Company A Company X All other companies
Sectoral Minister A Sectoral Minister B
Company B Company Y
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Optimal (subjective) model
Government /
Prime Minister
Prime Minister’s Office
Strategic Companies
Network/Infrastructure Operators
Strategic Energy Producers
Nuclear
Dedicated Minister / Government Agency
Medium size/non strategic companies
Companies needing deep restructuring
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• Commercial Code • Banking Law • Civil Code • Effective courts / arbitrage
• Financial reporting • Transparency • Price sensitive information
regulations • Public Companies’ Code of
Conduct
Key for success: Effective common laws and regulations
All state owned
companies
General legal
framework
Important policies
Stock exchange regulations
Accounting standards
• As similar to international standards as possible
• Necessary for financing • Visibility of companies’ fin.
results • Annual reports • Credible auditors
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• Procurement Law • Procurement policies within
Companies • Labor code • Internal audit
Dedicated legal framework
• Ownership change controls, control mechanisms even when state owns a minority stake (golden share after IPO or partial privatization)
• Dedicated corporate governance rules
Strategic enterprises
• Privatization Law and procedures
• Standardized Corporate Governance
Medium size/non strategic companies
• The Restructuring and Bankruptcy Law
• Enterprise Liquidation Law
• Social Regulations
Companies needing deep restructuring
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The key word is … Balance
Political needs Commercial environment
Management’s legal responsibility
Retention of key professionals
Shareholders’ value creation / financial
results
Influence on commercial decisions in order to carry
out political goals
Political pressure on personal decisions
Social Expectations
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