zarzd

Zarząd is a Polish term referring to the executive management of a company. In texts that omit diacritics, the word may appear as zarzad or zarzd. The concept corresponds to the board or management team in many corporate governance systems.

Role and responsibilities

The zarząd is responsible for the day-to-day management of the company, development and execution of strategy, and representation of the company before third parties. Its acts can bind the company in civil and commercial dealings, subject to legal limits and the provisions of the articles of association.

Composition and appointment

The zarząd consists of one or more members. In Polish spółki akcyjne (joint-stock companies) and spółki z ograniczoną odpowiedzialnością (limited liability companies), the zarząd is typically appointed and dismissed by the general meeting (or partners’ meeting) for terms defined in the articles of association and the Polish Companies Code (Kodeks spółek handlowych).

Powers and representation

The zarząd acts collectively unless the articles grant individual powers to specific members. It represents the company in relations with courts and third parties, and may sign contracts or delegate representation to proxies as provided by law or the articles.

Supervision

In the two-tier governance system common for Polish joint-stock companies, the zarząd is supervised by a supervisory board (rada nadzorcza), which monitors its operations and approves certain major decisions. In other company structures, supervision comes through the general meeting and internal control mechanisms.

Etymology and usage

The term zarząd is widely used in Polish corporate law and business writing to denote executive management. The ASCII form zarzad is common in non-diacritic contexts.