Powszechne Towarzystwo Emerytalne
Powszechne Towarzystwo Emerytalne (short: PTE , German about general pension company ) refers to private pension insurers in Poland . Their task is to set up and (paid) administration of pension funds and to represent them in relation to third parties.
The legal basis for their establishment is the Law on the Organization and Functioning of Pension Insurance Funds (Polish : Ustawa o organizacji i funkcjonowanie funduszy emerytalnych ). The construction is subject to approval.
The company must contain the name powszechne towarzystwo emerytalne . As a legal form which is Spółka Akcyjna prescribed, but other provisions which go beyond those of ordinary stock corporation. For example, the company's share capital cannot be collected as part of a public issue ; In addition, all shares must be registered shares (later conversion into bearer shares is also excluded). Shares with multiple voting rights are also not permitted. The share capital is at least the equivalent of 5 million euros converted into złoty at the official central bank rate ; only cash contributions are permitted here. The company must also ensure that its equity at no point falls below half of the minimum share capital. Capital increases and capital reductions are subject to approval by the competent supervisory authority.
The organs of the company are, like in the stock corporation, the board of directors consisting of at least three people , the supervisory board and the general meeting . There are special legal requirements for board members: Among other things, they must have a higher education qualification and at least seven years of work experience. You may not res judicata for assets , Urkunds- , Geldfälschungs- or securities crimes or economic crimes sentenced have been. At least two board members (including the chairman ) must be able to speak Polish ; In addition, at least one third of the members of the Management Board must have a degree in law or (business) economics or be licensed as an investment advisor . All board members must disclose their income and asset situation to the responsible supervisory authority on an annual basis.
Management board members may not simultaneously serve as management boards or supervisory boards of certain other companies, e.g. for shareholders of the company, other PTEs, bodies entrusted with the custody of the assets of a pension or investment fund, insurers, banks and brokers.
Each PTE manages a maximum of one open pension fund (Polish : Otwarty Fundusz Emerytalny , or OFE for short ) and can also manage one or (under certain conditions) several voluntary pension funds ( Dobrowolny Fundusz Emerytalny ). The managed pension funds each represent independent legal entities . The shareholders (including affiliated companies) of a PTE may not be involved in other PTEs at the same time (exceptions are only possible temporarily during the merger of two PTEs).
The PTE is liable to the funds it manages for all possible damage resulting from the non-fulfillment or improper fulfillment of the obligations assigned to the PTE. This does not include damage resulting from circumstances for which the PTE is not responsible and which it could not have prevented even with the greatest care. In this case, a security fund (managed by Krajowy Depozyt Papierów Wartościowych ) is liable .
PTEs are not allowed to hold shares or other investments in foreign companies and are not allowed to invest in companies without legal personality. The financing options are also legally limited: borrowing (taking out loans , issuing bonds , etc.) is only permitted if this does not exceed 20 percent of the company's equity . Exceptions exist for securities issued by the National Bank or Bank Gospodarstwa Krajowego - a state development bank that is comparable to the German Reconstruction Loan Corporation .
Special retention periods apply to PTE documents relating to managed funds : Such documents must be retained for at least 50 years; If the managed fund is dissolved, there are transitional regulations that define other retention responsibilities so that compliance with the minimum duration is guaranteed.
Pracownicze Towarzystwo Emerytalne
A special form is called Pracownicze Towarzystwo Emerytalne (German about employee pension company ). In contrast to the Powszechne Towarszystwo Emerytalne, there must be no intention to make a profit . They can be established by natural persons , legal persons and associations without legal personality as long as their place of residence or business is in Poland; as well as by foreign employers.
In contrast to the Powszechne Towarzystwo Emerytalne , the management board is named by the supervisory board instead of by the general meeting .
Pracownicze Towarzystwa Emerytalne are also required to set up functions for risk management and internal auditing .
At least half of the members of the Supervisory Board are elected by those employees whose pension accounts were paid in contributions in the twelve months preceding the election.