Abstract

The article analyzes the possibility to reduce remuneration for board members of insolvent companies pursuant to Art. 129 of the Insolvency and Restructuring Act of 28 February 2003. The authoress contrasts the results of a literal interpretation of the abovementioned provision with the results of a functional and systemic approach, comparing them with other commentators’ positions. The outcome reveals a discrepancy between the literal understanding of the said provision and the content obtained as a result of a functional and systemic interpretation. According to the authoress, interpretation of Art. 129 of the Insolvency and Restructuring Act should take into account the fact that it is impossible to judge the “appropriateness” of remuneration from the viewpoint of effects that have not been achieved and for the achievement of which board members are not responsible. Furthermore, the role of the judge-commissioner who – according to the dominant interpretation of Art. 129 of the Insolvency and Restructuring Act – should employ “managerial” skills, is questionable. The purpose of introducing Art. 129 of the Insolvency and Restructuring Act was to sanction only such situation of the establishment of excessive salaries that are geared to drain on company’s resources, in particular circumventing the ban on non-dividend payments to shareholders.