Poland – FSA Fines for Late Shareholding Reporting

Poland – FSA Fines for Late Shareholding Reporting

On 22 April 2022, POL FSA announced penalty for improper share disclosure.

  • POL FSA issued a decision made on Mar. 25, 2022 imposing a fine of PLN 770,000 on Waldemar Kosinski when acting with managerial responsibilities for Termo2Power SA.


Case Background

  • Waldemar Kosinski failed to fulfill the obligations on the notification of transactions he made on the firm's shares thirty-two times, despite being obliged to notify them all.
  • The total value of transactions was PLN 1,916,654.38 and as Waldemar Kosinski was the Chairman of the Supervisory Board of the firm at the time, this was reprehensible.
  • Additionally, as a result of infringements he had committed, trading in the company's shares had to be suspended from 3 August to 8 August 2017, affecting other shareholders.
  • Failure to notify POL FSA and the company about the transactions resulted in situation in which investors did not have the up-to-date data to monitor all these transactions.

Decision Basis

  • By not notifying POL FSA immediately/within 3 business days, Kosinski breached MAR.
  • People discharging managerial responsibilities in companies are required to exercise due diligence in performance of their notification obligations, and meet requirements.
  • They are privileged over other investors as they have both detailed knowledge of the company's financial and economic situation, and need to provide clarity in actions.
  • The knowledge of other investors about transactions in the firm's shares on their own account allows investors to decide whether to invest or withdraw it in a timely manner.
  • It is important for those discharging managerial responsibilities to fulfill all transaction notification obligations honestly, to provide investors with a signal of current situation.
  • The decision is not final and Waldemar Kosinski may ask POL FSA to reconsider the case, or he may submit a complaint to the Provincial Administrative Court in Warsaw.