Legal Regulation of the Supervisory Board of the National Fund for Environmental Protection and Water Management

The Polish model of financing for environment protection emerged with transformation from the command-and-quota economic system to the market economy. This area was marginal to government under the People's Republic of Poland. Although those in power stressed the importance of environment protection, legal solutions in this respect were selective and largely ignored. Centrally controlled economic entities were funded from the state budget, and local authorities had no say in local environment protection initiatives. Condition of the environment in Poland gravely deteriorated as a result. This approach required radical and thorough-going changes. Enforcing obedience to environment protection laws appeared fundamental, more investments into environment protection infrastructure were badly needed as well [Marchewka 2002: 44].

Pursuant to Article 5 of the Constitution of the Republic of Poland dated 2 April 1997 (‘the Polish Constitution’ below), Poland assures protection of the environment guided by the principle of sustainable development [The Constitution … 1997]. According to Article 74, Section 1 of the Polish Constitution, public authorities are obliged to pursue policies assuring ecological security of present and future generations.

The concept of ‘ecological security’ should be understood as attaining a state of the environment that allows for remaining safe in this environment and taking advantage

The EPL governs not only environment protection authorities but also environment protection institutions. They are listed in Title VII of Chapter II. Article 386 of the EPL: the National Environment Protection Council, environmental impact assessment commissions, the National Fund for Environmental Protection and Water Management and regional funds for environmental protection and water management.

The issue was touched upon by the Regional Administrative Court in Warsaw in its judgement of 8 May 2018.

Regional Administrative Court in Warsaw judgement of 8 May 2018, II SA/Wa 1790/17, LEX No. 3011240.

The Environment Protection Fund was the first state-dedicated fund in Poland with its funding assigned to cover costs or finance activities aimed at protection of the environment.

According to the Regional Administrative Court in Cracow judgement of 21 April 2010, I SA/Kr 235/10, LEX No. 602447: ‘The National Fund for Environmental Protection and Water Management is a dedicated fund separated from the central budget in order to independently discharge its tasks imposed by the Environment Protection Law’.

As of 1 January 2001, the Fund for Environmental Protection and Water Management became a state legal entity under Article 9, Part 14 of the Public Finances Act of 27 August 2009 (‘the PFA” below) [The Act… 2009a] by force of Article 1, Part 6 of the Act Amending Environment Protection Act and Certain Other Acts of 20 November 2009 [The Act… 2009c].

Specialists are accurate in arguing it was necessary to transform the National Fund for Environmental Protection and Water Management, which had been a state-dedicated fund till 1 January 2001, to adjust the then system of financing for environment protection and water management, including legal and organisational forms of environment protection institutions, to the solutions contained in the PFA and the Regulations introducing the PFA of 27 August 2009, which reformed the state's public finances [The Act… 2009b; Gajewski, Kulon 2011]. The transformation was necessary as certain statutory tasks of public significance could not be realised without the legal personality and to prevent possible organisational disturbances and delays in connection with the reform of public finances in respect of implementation of non-refundable foreign aid programmes in the field of the environment, correct and timely realisation of the obligations imposed on Poland with provisions of the European Union (EU) accession treaty and arising from the EU directives, to retain staff with adequate background and experience of project implementation in the environment sector, including projects involving foreign funds, as well as to assure ‘ongoing reproducibility’ of funding to finance environment protection and water management by repayment of loans [Gajewski, Kulon 2011: 46].

It has already been pointed out the National Fund for Environmental Protection and Water Management, as Article 400, Section 1 of the EPL states explicitly, is a state legal person under Article 9, Part 14 of the PFA. In addition, Article 3, Section 1, Part 18 of the Principles of State Property Management Act of 16 December 2016 states the Fund is a state legal entity [The Act… 2016]. This is a case of a double regulation of status of a state legal entity. The National Fund for Environmental Protection and Water Management is a state legal entity under both the State Property Management Act and the PFA [Węgrzynowski 2019: 36].

The Fund has a specific organisational structure that enables realisation of statutory tasks. The duty of having its own authorities assuring efficient asset management and realisation of the Fund's objectives arises from the fact of having the attribute of legal personality. As a consequence, and pursuant to Article 38 of the Civil Code Act of 23 April 1964 (‘the CC’ below) [The Act … 1964], ‘it shall act via its authorities as provided for by the Act and the Statutes based on the Act’.

Based on Article 38 of the CC, reference must be made to the Supreme Court judgement of 20 December 2017, I CSK 160/17, LEX No. 2447344.

According to Article 400c, Section 1 of the EPL, the Supervisory Board and Management Board are the authorities of the National Fund. The legislator clearly states in Section 2, Article 400c of the EPL, meanwhile, support for the Supervisory Board and Management Board of the National Fund is provided by the National Fund Office. It should be remembered the Fund authorities are parts of the organisational structure of a legal entity [cf. Dadańska 2006: 25–64]. They operate as part of both internal and external relations. In accordance with §2 Section 2 of the Fund statutes [The Regulation… 2010b, Appendix], the National Fund Office consists of organisational units.

These are: departments, sections, teams and independent positions. A department may consist of sections, teams and independent positions. Independent positions may be held by individuals or teams. As provided for by §2 Section 6 of the Fund's statutes, names, membership and detailed responsibilities of organisational units are specified by the Management Board in organisation by-laws of the National Fund Office [The By-laws… 2010b, Appendix].

This paper is intended to analyse legal regulations concerning the Fund's Supervisory Board. This will be based on both the doctrine and court rulings and will above all address interpretation of the regulations applying to this authority.

The Fund's Supervisory Board consists of not more than 12 members, and its membership is flexible [Gruszecki 2019: 1209]. This is stated explicitly in Article 400d, Section 1 of the EPL. When determining a number of the National Fund's Supervisory Board members, the competent climate minister should have regard, however, to provisions of Article 400d, Section 2 of the EPL, which stipulates inclusion in the Board's membership of: two representatives of the local government part of the Joint Central and Local Government Commission;

It should be remembered operation and selection procedures for the Joint Central and Local Government Commission are governed by the Joint Central and Local Government Commission and Representatives of the Republic of Poland to the European Committee of the regions dated 6 May 2005 [The Act… 2005].

Specialist literature rightly emphasises the competent climate minister determines the composition and structure of the Fund's Supervisory Board by way of a ruling, that is, an internal normative act. By issuing the act, the minister should name members of the National Fund's Supervisory Board, or specify its membership, and individuals holding the particular functions (in particular, the Chair), thus fulfilling the authorisation to determine structure of the Supervisory Board [Gajewski, Kulon 2011: 65].

As has been mentioned, the competent climate minister issues a ruling to create membership and structure of the authority. It should be kept in mind, though, the legislator has expressed their desire in Article 400d, Section 6 of the EPL that members of that body are appointed and dismissed by the competent climate minister considering positions of the entities specified in Article 400d, Section 2 of the EPL

Ruling 30 of the Environment Minister of 17 July 2012, on determining membership and structure of the Supervisory Board of National Fund for Environmental Protection and Water Management is the prevailing legal act in the matter [The Ruling… 2012].

Selection of a representative of ecological organisations to the Fund's Supervisory Board begins with the competent environment minister announcing in national press and in the Public Information Bulletin of the office supporting the competent environment minister commencement of the procedure of submitting candidates for the ecological organisation representative to the National Fund's Supervisory Board. The announcement designates a location of and a 30-day deadline for the submissions [Bukowski et al. 2013: 726]. This is a substantive date associated with substantive legal consequences. It cannot be extended or restored. It commences at the date of publication of the announcement. Ecological organisations make their submissions in writing [Jendrośka, Bar 2004: 53 and ff.]. Should the local government part of the Joint Central and Local Government Commission or ecological organisations fail to submit candidates, the competent climate minister may delegate his or her own representatives. This is expressly stated in Article 400d, Section 5 of the EPL

The doctrine notes appointments of the Supervisory Board members are public administration acts. They can be questioned as part of administrative proceedings, therefore by way of supervision or self-auditing as set out in the Administrative Courts Proceedings Act of 30 August 2002 [The Act… 2002; Gruszecki 2019: 1210].

The legislator specified no requirements as to qualifications, education, experience or knowledge prerequisite to becoming a member of the National Fund's Supervisory Board. It seems an individual with a full capacity for legal transactions and with no record of business offences may become a member of the Supervisory Board. No such requirements are set out in the Act under discussion, however. Therefore, a de lege ferenda postulate needs to be submitted that candidates to the Board meet requirements under Article 19 of the Principles of State Property Management Act.

The Supervisory Board is a collegiate body whose effectiveness is largely dependent on members’ commitment to discharge of their duties. They should carry out their duties with due diligence and, above all else, take part in the Board's work.

Members of the Fund's Supervisory Board fulfil their functions in person. This duty is imposed by §8 Section 7 of the Fund's statutes. They are bound to keep confidential any information they obtain as part of discharging their duties in this authority.

A member of the Supervisory Board is paid for participation in its work, a consideration to be determined by the competent climate minister in a regulation. The Environment Minister's regulation on determining consideration for members of the National Fund for Environmental Protection and Water Management Supervisory Board for their participation in the Board's work of 5 July 2010 [The Regulation… 2010a] is currently applicable. In compliance with §1 of this regulation, the Supervisory Board members receive a monthly consideration equal to average monthly wages in the corporate sector less profit bonus payments in the fourth quarter of a preceding year, as announced by the President of the Central Statistical Office.

The Supervisory Board members who reside outside a location of its meeting in which they take part are eligible for refund of travel and accommodation expenses, as set out in regulations issued by force of Article 77⁵ § 2 of the Labour Code dated 26 June 1974 [The Act… 1974]. This entitlement arises from Article 400g of the EPL.

Tasks of the Fund's Supervisory Board are enumerated in Article 400h of the EPL. It should be noted the legislator described competences of the Supervisory Boards of both the Fund and regional environment protection funds in Section 1 of this Article. Meanwhile, Section 2 defines tasks reserved for the Fund's Supervisory Board and Section 4 those of regional funds’ Supervisory Boards [Gajewski, Kulon 2011: 74]. The latter's competences, aside from supervising activities of management boards of the particular funds, comprise strategic programming of actions of these institutions and decisions concerning key aspects of their operation. The tasks connected with planning and coordinating actions of the National Fund for Environmental Protection and Water Management and regional funds are among the especially important duties of both the bodies. It is the quality of their decisions that determines whether actions of the individual funds allows for effective achievement of their objectives by means of synergies. The system of strategic document planning for four-year periods is driven by this consideration [Bar et al. 2019: Comments on Article 400h].

The tasks of both the boards under Article 400h Section 1 of the EPL encompass: 1) setting criteria of selection of projects to be financed by the National Fund and regional funds; 2) approval of the National Fund's Management Board's and regional funds’ management boards’ requests for issue of their own bonds and borrowing; 3) approval of the National Fund's Management Board's and regional funds’ management boards’ requests for loans and subsidies with unit values above: in the case of the National Fund loan or subsidy – equivalent of €1,000,000 or €500,000, respectively; in the case of a regional fund loan or subsidy – 0.5% of revenue generated by the fund in the preceding year12;

Cf. Supreme Administrative Court decision of 4 July 2017, II OSK 1453/17, LEX No. 2312736.

In Section 2, Article 400h of the EPL, the legislator has specified tasks reserved for the Fund's Supervisory Board only. These include matters concerning: 1) presentation of joint action strategies of the National Fund and regional funds to the competent climate minister and the competent water management minister for the purposes of consultation; 2) acceptance of joint action strategies of the National Fund and regional funds every four years by 30 June of the year prior to the first year covered by such a strategy; 3) acceptance of the National Fund's action strategy arising from the joint action strategy of the National Fund and regional funds every four years by 30 September of the year prior to the first year covered by such a strategy; 4) acceptance and approval of activities plans in consideration of strategies, programmes, programme documents and lists of priority undertakings submitted by regional funds; 5) acceptance of draft annual plans of financing; 6) acceptance of task-based financial plans; 7) determining rules of lending and loan redemption, procedure and rules of giving and accounting for subsidies; 8) approval of the National Fund's Management Board's requests for guarantees where resultant commitments are above an equivalent of €1,000,000; 9) approval of the National Fund's Management Board's requests for bond acquisitions, acquisition or purchases of shares in corporations and contribution of shares to corporations; as well as 10) selection of auditors.

Prima facie, the tasks incumbent upon the Fund's Supervisory Board are decision-making and controlling in nature. In some cases, the Board also fulfils representative functions.

The Fund's Supervisory Board is a collegiate body whose efficiency is largely dependent on proper work organisation. The Board may appoint commissions out of its members and task them, in particular, with preparation of written opinions or positions on specific issues. Dates and forms of task execution are defined by the Supervisory Board in its resolution to appoint such a commission. This power stems from §6 of the Fund's statutes. The provisions fail to specify whether these are standing or ad hoc commissions; it should be, therefore, assumed they are ad hoc. This is supported by the interpretation of the provision's objectives.

Meetings of the Supervisory Board are first of all convened by its Chair at the latter's own initiative. In addition, a session may also be called by three Supervisory Board members and by the Management Board. Such request must be in writing (§8 Section 2 of the Fund's statutes).

The Fund's Supervisory Board should be convened as required, though as a minimum every month, unless a session is impossible or substantially hindered, in particular, by a state of epidemic threat, epidemic or state of emergency announced in the Republic of Poland. This regulation arises from §8 Section 1 of the Fund's statutes. It should be remembered this paragraph is addressed in particular to the Chair of the Fund's Supervisory Board as the person organising work of this authority.

A meeting of the Supervisory Board must be called at an appropriate notice. The legislator assumes seven days prior to a session as a minimum. The Chair is bound to send notices of a meeting's time and location to all the Supervisory Board members including its agenda, draft resolutions, documents on which such resolutions are based and any other materials, as well as reasons for resolutions passed at the Board's initiative.

De lege lata, all members have the right to attend sessions of the Fund's Supervisory Board. The Chair manages meetings, in particular, determines sequence of the individual parts on the agenda. Opens and concludes the sessions, allows and interrupts speakers, presents draft resolution for voting, determines and announces results of voting and orders breaks. The Chair of the Supervisory Board represents the entire Board in relation to other bodies, in particular, maintains ongoing contacts with the competent climate minister. Pursuant to §12 Section 1 of the Fund's statutes, the Chair shall present the competent climate minister with the Board's resolutions and underlying documents, as well as reasons for resolutions passed at the Board's initiative. The Chair also submits lists of the Board members voting and procedures of their voting. Where dissenting opinions to a resolution are submitted, the Chair is bound to inform the competent climate minister thereof when presenting such resolution. The minister may request a copy of reasons for such dissenting opinion or copy minutes containing such reasons.

As desired by the competent climate minister, the Fund's Supervisory Board includes a deputy Chair in accordance with §1 Part 2 of the ruling No. 30. The question is addressed more specifically in §7 of the Fund's statutes, which stipulates a Vice-Chair undertakes competences of the Chair who is absent or temporarily unable to discharge their function. In ruling 30, the position is termed a Deputy Chair, whereas the statutes mention a Vice-Chair. It would be necessary to standardise the nomenclature.

Sessions of the Fund's Supervisory Board are held, as indicated by §3 Section 1 of the Fund's statutes, at its registered address or another location to be designated by the Chair. The sessions follow their agenda.

The procedure of passing resolutions at the sessions is determined by general rules of collegiate bodies. Certain recurrent stages of the procedure can be identified. These include: submission of a draft resolution concerning a point on the agenda, discussion, voting and determination of its results.

In principle, the Supervisory Board members vote in person by taking part in sessions. The legislator provides for participation in passing resolutions in writing, however, and by means of remote communications that allow for identification of voters. Passing resolutions in writing or by means of remote communications is ordered by the Chair at their own initiative or at a written request of the President or Management Board member replacing the President. This solution is governed by §8 Section 4 of the Fund's statutes.

It should be remembered resolutions in writing – as explicitly implied by §4 Section 1 of the Fund's statutes – can only be ordered where a resolution needs to be passed urgently before the next scheduled session of the authority, or where such session is impossible or substantially hindered, in particular, by a state of epidemic threat, epidemic or state of emergency announced in the Republic of Poland. This provision is not applicable to resolutions subject to secret voting. This is clearly stipulated by §4 Section 2 of the Fund's statutes.

The Fund's Supervisory Board is capable of resolving where a minimum of six members are present at a session. Most resolutions are passed in open voting with an absolute majority of votes and a minimum of six Supervisory Board members in attendance.

The absolute majority of votes is defined by more than a half of votes cast, including for and against votes. According to the provision of §5 Section 3 of the Fund's statutes, vote of an abstaining Supervisory Board member is not part of the quorum. Votes for must exceed votes against for a resolution to pass with an absolute majority of votes. Invalid votes are not taken into consideration.

In conformity with the legislator's desire, as expressed in §8 Section 8 of the Fund's statutes, a Board member may, with the Chair's consent, take part in passing resolutions during sessions by voting in writing via another Board member or via a postal operator as defined under Article 3, Part 12 of the Postal Law dated 23 November 2012 [The Act… 2012].

Pursuant to this provision, ‘a postal operator’ is ‘an entrepreneur licensed to carry out postal operations as entered in the register of postal operators’. Cf. Supreme Court decision of 16 September 2016, IV CZ 51/16, LEX No. 2139257.

At the request of a Board member, the Chair may order secret or roll-call voting or rule that a session is confidential, determining the scope of such confidentiality.

Where the Fund's Supervisory Board passes a resolution involving a possible conflict of interest of its member, the said member abstains from voting on the resolution. This must be recorded in the minutes, and the remaining members must be informed of the conflict of interest. A conflict of interest arises where effects of a resolution directly or indirectly affect property or personal interests of a member. This is explicitly stipulated in §5 Section 2 of the Fund's statutes.

Resolutions of the Fund's Supervisory Board require their reasons to be stated in writing. A Supervisory Board member voting against a resolution at a session may submit their dissenting opinion to be recorded in the minutes. This requires a statement of reasons in writing, which must be presented to the Chair three days after the Board's resolution at the latest.

Where resolutions are passed in writing, by means of distant communications or by delivering votes via another Board member or a postal operator, a Board member may submit a dissenting opinion in writing and present it to the Chair within one day of such resolution. This right is governed by §11 Section 5 of the Fund's statutes. The Chair announces reasons for a dissenting opinion to the remaining Board members at a next session.

Should results of voting or provisions of a resolution passed at a session give rise to doubts, voting can resume at the same session on request of a Supervisory Board member. The Supervisory Board decides whether voting can be resumed at the same session in accordance with §11 Section 9 in fine of the Fund's statutes. Unfortunately, the legislator fails to specify how the Board resolves the question. The Fund's Supervisory Board, as a collegiate body, should resolve it by voting.

It needs to be remembered the Fund's activities are supervised by the competent climate minister. This power derives from Article 400r, Section 1 of the EPL.

Cf. Supreme Administrative Court decision of 10 April 2015, II GW/42/14, LEX No. 1746591.

At the end of the 14-day term, the supervisory authority is no longer able to find a Supervisory Board's resolution invalid alone. Complaining against a resolution to an administrative court remains the sole option.

Cf. Regional Administrative Court in Łódź decision of 20 March 2020, III SA/Łd 188/20, LEX No. 2864724.

Provisions of the EPL fail to regulate keeping documentation of the Fund's Supervisory Board; however, all activities of this body must be documented. This issue is governed by the Fund's statutes. Pursuant to §3 Section 4 of the Fund's statutes, minutes are maintained of the Supervisory Board sessions, as well as of its resolutions executed in writing or by means of distant communication, and approved by way of a resolution at a next session.

Minutes should represent actions taken in the course of a session or voting. If actions are recorded by means of image or sound recording equipment, minutes may be limited to records of essential utterances by individuals involved in such actions. Electronic image recording media and written sound records are attached to the minutes. Documents providing grounds for resolutions may be attached to minutes as well. Minutes and attachments are retained by the National Fund Office. This obligation arises from §3 Section 5 in fine of the Fund's statutes.

The legislation has bound the Fund's Supervisory Board to present the climate minister with annual reports on activities of the National Fund for Environmental Protection and Water Management in a preceding year. As stipulated by Article 400h, Section 1, Part 7 letter a of the EPL, such reports must be submitted by 30 April of each calendar year.

Some reported data can be presented to describe the Board's activities more fully and in practice. Due to space constraints, only the reports for 2017–2019 are analysed.

20 sessions of the Supervisory Board were held in 2019, and a total of 220 resolutions were passed. The Fund's Supervisory Board considered the Management Board's requests for financing environment protection and water management projects worth more than equivalent of €1,000,000 (loan financing) and equivalent of €500,000 (subsidies). The Supervisory Board approved a Plan of its activities and priority programmes for 2019. In 2019, the Board resolved to approve the National Fund's financial report for the fiscal year 2018 and report of the Fund's activities in 2018. In addition, it approved a draft financial plan of the Fund for 2020 and task-based financial plan for the budgeting years 2020 and 2021–2022. Rules of financing by the National Fund and the list of priority programmes for 2019 were modified as well. The Supervisory Board reviewed progress on the 2019 financial plan and the activities plan of the National Fund on a periodic basis.

The report on activities of the National Fund for Environmental Protection and Water Management covers the period from 1 January to 31 December 2019 and is attached to resolution 60 of the Fund's Supervisory Board of 3 April 2020. Available at the official website of the National Fund for Environmental Protection and Water Management: https://nfosigw.gov.pl/gfx/nfosigw/userfiles/files/o_nfosigw/sprawozdania_z_dzialalnosci/2020/sprawozdanie_z_dzialalnosci_nfosigw_w_2019_r..pdf [accessed: 1.09.2020], p. 4.

17 sessions of the Supervisory Board were held in 2018, and a total of 156 resolutions were passed. The Fund's Supervisory Board considered the Management Board's requests for financing environment protection and water management projects worth more than equivalent of €1,000,000 (loan financing) and equivalent of €500,000 (subsidies). The Supervisory Board approved a Plan of its activities and priority programmes for 2018. In 2018, the Board resolved to approve the National Fund's financial report for the fiscal year 2017 and report of the Fund's activities in 2017. In addition, it approved a draft financial plan of the Fund for 2019 and task-based financial plan for the budgeting years 2019 and 2020–2021. Rules of financing by the National Fund and the list of priority programmes for 2018 were modified as well. The Supervisory Board reviewed progress on the 2018 financial plan and the activities plan of the National Fund on a periodic basis.

The report on activities of the National Fund for Environmental Protection and Water Management covers the period from 1 January to 31 December 2018 and is attached to resolution 77/2019 of the Fund's Supervisory Board of 18 April 2019. Available at the official website of the National Fund for Environmental Protection and Water Management: https://nfosigw.gov.pl/gfx/nfosigw/userfiles/files/o_nfosigw/sprawozdania_z_dzialalnosci/2019/sprawozdanie_z_dzialalnosci_nfosigw_w_2018_r..pdf [accessed: 1.09.2020], p. 4.

17 sessions of the Supervisory Board were held in 2017, and a total of 192 resolutions were passed the Supervisory Board. The Fund's Supervisory Board considered the Management Board's requests for financing environment protection and water management projects worth more than equivalent of €1,000,000 (loan financing) and equivalent of €500,000 (subsidies). The Supervisory Board approved a Plan of its activities and priority programmes for 2017. In 2017, the Board resolved to approve the National Fund's financial report for the fiscal year 2016 and report of the Fund's activities in 2016. In addition, it approved a draft financial plan of the Fund for 2018 and task-based financial plan for the budgeting years 2018 and 2019–2020. Rules of financing by the National Fund and the list of priority programmes for 2017 were modified as well. The Supervisory Board reviewed progress on the 2017 financial plan and the activities plan of the National Fund on a periodic basis.

The report on activities of the National Fund for Environmental Protection and Water Management covers the period from 1 January to 31 December 2017 and is attached to resolution 61/18 of the Fund's Supervisory Board of 18 April 2019. Available at the official website of the National Fund for Environmental Protection and Water Management: https://nfosigw.gov.pl/gfx/nfosigw/userfiles/files/o_nfosigw/sprawozdania_z_dzialalnosci/2017/sprawozdanie_z_dzialalnosci_nfosigw_w_2017_r..pdf [accessed: 1.09.2020], p. 4.

This analysis implies the Fund's Supervisory Board fulfilled the provision of Article 400h, Section 1, Part 7 letter a of the EPL every year as it submitted reports on activities of the National Fund for Environmental Protection and Water Management to the competent minister.

The National Fund for Environmental Protection and Water Management is a state legal entity. The legislator has regulated this status in both the State Property Management Act and the PFA. The Fund constitutes the central pillar of the Polish system of financing for environment protection and water management. Like every legal entity, it acts, pursuant to Article 38 of the CC, through its authorities as provided for by the EPL and the statutes it underlies. The Supervisory Board and Management Board are the Fund's authorities. It should be stressed the Supervisory Board is part of the structure of this legal entity, of its system. Its activities are directly assigned to a legal entity, in this case, the National Fund for Environmental Protection and Water Management.

In Article 400d of the EPL, the legislation specifies the maximum number of the Supervisory Board's members, that is, 12. Membership and structure of the Board are ruled by the competent climate minister and must include two representatives of the local government part of the Joint Central and Local Government Commission;

It should be remembered operation and selection procedures of the Joint Central and Local Government Commission are regulated by the Joint Central and Local Government Commission and Representatives of the Republic of Poland to the European Committee of the regions, dated 6 May 2005 [The Act… 2005].

The competent climate minister sets, by way of a regulation, remuneration for the Supervisory Board members for their participation in work of the authority.

Sessions the Fund's Supervisory Board are held once a month as a minimum, unless a session is impossible or substantially hindered, in particular, by a state of epidemic threat, epidemic or state of emergency announced in the Republic of Poland. Statutory tasks of the Supervisory Board are listed in Article 400h of the EPL

The statistics provided above clearly indicate sessions of the Supervisory Board are held with a greater than the minimum frequency of every month, as laid down by the legislation. At sessions, the Board passes resolutions within its competences. The Board consists of an adequate number of members.

In future, higher requirements of candidates for membership of the Supervisory Board should be considered. They should meet the criteria set out in the State Property Management Act. This will enhance expertise of the Fund's Supervisory Board members.