Chapter I

General Provisions

§ 1.
1. The Polish Insurance Association, hereinafter referred to as the “Association”, is an organization of the self-regulating business organization which represents the insurance companies – the members of the Association – in accordance with the rules specified in the Polish Act of 22nd May 2003 on the insurance activity (Journal of Laws, No. 124, item 1151, as amended), hereinafter referred to as the “Act”.
2. The insurance self-regulating business organization consists of the national insurance companies and the international insurance companies which are doing their business in the Republic of Poland pursuant to the Act.
3. The membership in the Association is obligatory and is commenced when an insurance company, referred to in paragraph 2 above, starts conducting its insurance activity in the Republic of Poland.
4. The Association may be affiliated with the legal entities which operate in the insurance market, hereinafter referred to as the “affiliated members”, except for the bodies of the governmental administration.
The affiliated members have the rights specified in § 8, paragraphs 3 – 5.
Furthermore, the affiliated members have the right to participate in the General Meeting of the Association without the right to vote.

The affiliated membership is commenced and ceased pursuant to the resolution of the General Meeting in accordance with the date specified therein.
The membership fee of the affiliated members is specified by the General Meeting.

The Association operates pursuant to the Act and this Statute.

§ 2.
1. The Association is a legal entity.
2. The registered office of the Association is the capital city of Warsaw.

§ 3.
1. The Association uses a round seal with the inscription “Polska Izba Ubezpieczeń” [“Polish Insurance Association”], as well as an elongated seal with the inscription “Polska Izba Ubezpieczeń” and the Association’s address. The Association has the right to use its own emblem.
2. The Association may use its English name, “Polish Insurance Association”, and the “PIA” acronym, as well as the French name, “Association Polonaise des Sociétés d’Assurances” and the “APSA” acronym.
3. The Association may use the acronym of its name: “PIU”.

§ 4.
The Association operates in the Republic of Poland and also internationally.

Chapter II

The objectives of the Association and the manners and forms of their performance.

§ 5.
1. The basic objectives of the Association are representing the members of the Association, taking actions to protect the common business of the members, cooperation in the prevention of the treats to the insurance market, shaping, propagating and supervising over the observing of rules of the fair competition and rules of the ethics in the insurance activity.
2. The basic objectives of the Association are also supporting the growth of the Polish insurance market and strengthening its position in Poland and all over the world, the implementation of the standards of the single market of the European Union on the Polish insurance market and a full harmonization with the European Union market and also shaping and propagating the rules of good corporate practices in the insurance sector.
3. The objectives of the Association include in particular:
representing the members of the Association before the public authorities and taking actions in order to protect the business of the members,
giving opinions about the bills which include the regulations concerning the insurance activity and cooperation, when requested, in the process of drafting such bills,
representing the members of the Association in the international insurance organizations,
cooperation with the Polish and international organizations, associations and institutions within the scope of insurance,
initiating and conducting of educational and information activity in the field of insurance and cooperation within the scope of the training of the insurance personnel,
gathering, storing, processing and conveying of the information on the operation of the insurance markets at home and abroad and drawing up, on the basis of this information, and making available, for the needs of the insurance activity, the analyses and forecasts and also issuing the bulletin of the Association,
creation of databases within the scope of the insurance statistics, and in particular, the databases on the history of insurance in particular types of insurance and databases which are indispensible in the prevention of the insurance crime, including, pursuant to the Act, the information on the paid compensation and benefits, excluding the insurance, referred to in chapter II in groups 3 and 10 of the annex to the Act and on the persons against whom criminal proceedings were conducted on account of the suspicion of committing, by such persons, a crime to the detriment of an insurance company and such proceedings ended with a conviction or a conditional discontinuance,
creation of possibilities to settle the disputes between the members of the Association in an amicable manner,
initiating appropriate legislative solutions and changes in the binding regulations within the scope of the operation of the Association,
organizing and coordinating the actions of the insurance companies in the process of the creation of legal norms of the European Union within the scope of insurance,
standardization of the insurance protection and of the procedures of operation on the insurance market,
creation discussion forums to discuss and exchange views on the insurance environment; propagating the insurance knowledge,
cooperation with an appropriate minister of the financial institution matters, supervisory authority and other state and social authorities and organizations within the scope resulting from the regulations of the insurance law,
cooperation with the public authorities, administrative authorities and state and international organizations and associations within the scope of insurance, especially within the scope of the prevention activity, protection of the insurance market against the insurance crime and training the personnel,
supporting and initiating of actions whose aim is to improve the professional qualifications of the insurance personnel,
shaping and propagating the rules of the professional ethics and fair competition in the insurance activity and supervising over the observing of these rules,
gathering information on the law regulations, taking actions whose aim is to ensure a uniform interpretation of law, putting forward, on behalf of the members of the Association, to appropriate bodies, motions to interpret the regulations; conveying, in advance, the information on the law regulations which affect the business of the insurance companies,
drawing up of analyses and forecasts which include the operation and prospects of growth of the insurance market,
cooperation with the Insurance Guarantee Fund, Polish Motor Insurers’ Bureau and the authority which keeps the Central Vehicle and Driver Register.

§ 6.
The Association performs the tasks specified in § 5 particularly through:
1. cooperation with the members of the Association, including gathering the opinions of the members and presenting the position based on those opinions as the position of the Polish Insurance Association,
2. providing the insurance companies with the advisory, organizational and legal assistance,
3. forming committees and teams whose task is to handle problems and creating appropriate conditions of work for them,
4. presenting the position of the insurance environment and drawing up of expert opinions for the public authorities and state administration; sending the Association’s representatives to the state and international organizations connected with the insurance market; participation in the work of the consultative and advisory organizations and institutions in the matters connected with the insurance activity,
5. establishing relations and developing cooperation with the international insurance organizations and associations,
6. cooperation with the state and international universities, schools and other training centres for the professional training of the insurance personnel,
7. cooperation with other Associations and economic associations,
8. initiating and creating conditions to conclude bilateral and multilateral agreements for the growth of the insurance market,
9. gathering information from the members of the Association, creating databases and taking other actions whose aim is the prevention and counteracting the insurance crime and other threats to the operation of the insurance market,
10. initiating the cooperation with the mass media within the scope of the promotion of insurance and insurance education and taking a stance in the matters concerning the members of the Association or in the matters of the insurance problems and protection of business in the matters which are a slight to the reputation of the members of the Association,
11. causing, at the Association of the Conciliation Court, the disputes between the members of the Association to be settled in the conciliatory proceedings and in an amicable manner
12. taking actions whose aim is to eliminate the breaches of the rules of the professional ethics and fair competition in the insurance activity and counteracting such breaches,
13. drawing up periodic analyses and reports on the insurance activity and issuing the trade publications, including the bulletin of the Association.

Chapter III

The members of the Association – their rights and responsibilities

§ 7.
1. A member of the Association is a Polish insurance company or an international insurance company which has a department in the Republic of Poland.
2. The membership in the Association is commenced when a company starts the insurance activity in the Republic of Poland, however, the exercising of the membership rights may take place after the Association has been notified about the start of such activity.
3. The members of the Association exercise their rights and responsibilities through their representatives, taking into account § 13, paragraph 2.

§ 8.
A member of the Association has the following rights:
1. sending its representative to the General Meeting of the Association and voting on the resolutions,
2. voting rights and right to be elected, through its representatives, to the elective bodies of the Association,
3. putting forward initiatives connected with the business of the Association,
4. using the benefits and assistance of the Association which are included within the scope of the objectives of the Association,
5. obtaining information on the current work of the Association.

§ 9.
A member of the Association is obliged to:
1. participate in the work of the Association,
2. observe the Statute of the Association, the resolutions and decisions of the bodies of the Association,
3. cooperate in the realization of tasks and objectives of the Association,
4. send to the Head Office the copies of reports which are submitted to the supervisory body, with the proviso that the Association will keep the information in secrecy,
5. timely pay the membership fees in the established amount,
6. convey the information and data whose scope was adopted by the General Meeting in order to perform the objectives of the Association referred to in § 5 paragraph 3, items 6 and 7.

§ 10.
The membership in the Association is ceased when a resolution to voluntarily liquidate an insurance company has been adopted or when a decision to compulsorily liquidate an insurance company has become legally binding.
The membership in the Association is also ceased when the supervisory body has cancelled the permission to conduct the insurance activity.

§ 11.
When a member of the Association contravenes the rules of the fair competition or the rules of the ethics in the insurance activity, this member may be reprimanded, pursuant to the resolution of the General Meeting. Pursuant to the resolution of the General Meeting, the contravening of the rules of the fair competition or the rules of the ethics in the insurance activity and the content of the reprimand may be made generally known.

Chapter IV

Bodies of the Association

§ 12
The bodies of the Association are:
1. General Meeting,
2. Audit Committee,
3. Management Board.

§ 13
1. The supreme power is held by the General Meeting.
2. Each member of the Association may send to the General Meeting one representative and has one vote.
3. The General Meetings are held as ordinary and extraordinary meetings.
4. The Ordinary General Meeting, summoned by the Management Board, should have taken place, each year, by the 30th day of June.
5. The Management Board summons the Extraordinary General Meeting:
1) if it considers such a meeting to be advisable,
2) on demand of the Audit Committee – within one month of the date of reporting the demand,
3) on demand of at least of ¼ of the members of the Association – within one month of the date of reporting the demand,
6. If the Management Board does not summon the General Meeting within the date indicated in paragraph 4 or paragraph 5, items 2 and 3, the General Meeting is summoned by the Audit Committee.
7. The notifications about the General Meeting, indicating the day, time, place and agenda, are sent by registered letters, courier or e-mails, requesting the acknowledgement of receipt, at least 14 days before the arranged date of the General Meeting.
8. The General Meeting cannot change the agenda, nor can it adopt resolutions in the matters which are not included in the agenda unless all the members of the Association participate in the General Meeting and accept the change of agenda or adopting such resolutions.
9. The affiliated members are notified about the summoning of the General Meeting.

§ 14
1. The General Meeting decides about the trends in the business and growth of the Association.
2. The General Meeting, apart from other matters included in the Statute, is responsible for:
1) passing the Statute of the Association and its changes,
2) approving the annual plan of the business of the Association and its financial plan,
3) examining and approving the report of the Management Board on the business of the Association and the financial report for the previous financial year,
4) examining and approving the report of the Audit Committee on the results of the actions taken by the Committee within the scope of its statutory competence, including the assessment of the examination of the financial report,
5) giving vote of approval to the members of the Management Board and Audit Committee for the tasks performed by them,
6) establishing the amount of the equivalent for the members of the Audit Committee for the participation in the work of the Committee,
7) granting, on demand of the Management Board, the “Badge for the services for the insurance”,
8) agreeing to purchase or dispose of properties by the Association or to charge the properties,
9) adopting resolutions and taking a stance in other matters on demand of the Management Board or Audit Committee,
10) specifying the scope of information and data in databases of the Association – referred to in § 5 paragraph 3, item 6 and 7,
11) specifying the manner of obtaining and making available the information and data in the databases of the Association – referred to in § 5 paragraph 3, item 6 and 7.

§ 15
1.    The members of the Association, represented by their representatives, taking into account § 13 paragraph 2, participate in the General Meeting.
2.    The members of the Management Board and Audit Committee also participate in the General Meeting in an advisory capacity,
3.    The resolutions are passed by a majority vote, except for the resolutions concerning the Statute and its changes which are passed by absolute majority.
4.    The voting is open.
5.    The secret ballot is ordered when the motions to dismiss the members of the bodies of the Association are to be voted on. It is also ordered in personal matters and in the matters where the General Meeting decides that the voting should be secret. Such a decision is made when at least one tenth of those present submit such a request.
6.    The General Meeting is opened by the President of the Association and if he or she is not present by an authorised by the Management Board Vice-president or other member of the Management Board. If the members of the Management Board are not present, the General Meeting is opened by the Chairman or other member of the Audit Committee.
7.    The General Meeting is chaired by the Chairman of the General Meeting who is appointed every single time.
8.    The General Meeting is minuted and the minutes are conveyed to the members of the Association within 30 days of the date when the General Meeting was held.

§ 16
The objectives of the sessions of the General Meeting should be:
1)    examining and approving the report of the Management Board on the business of the Association and the financial report for the previous financial year,
2)    examining and approving of the report of the Audit Committee on the results of the actions taken by the Committee within the scope of its statutory competence, including the assessment of the examination of the financial report,
3) giving vote of approval to the members of the Management Board and Audit Committee for the tasks performed by them,

§ 17
The resolutions of the General Meeting are passed when at least ½ of those entitled to vote are present.

§ 18
1.    The members of the Audit Committee are appointed and dismissed by the General Meeting of the Association, with the proviso of § 19 paragraph 3.
2.      The members of the Audit Committee are elected for a joint term of three years. The mandate of a member of the Audit Committee who was elected before the end of the term of office expires together with the expiring of the mandates of the remaining members of the Audit Committee.
3.    A member of the Audit Committee can be re-elected only one time.
4.    The Audit Committee consists of from nine to eleven members.
5.    The detailed rules of election and the number of members of the Audit Committee are specified by the General Meeting, by way of resolution, for every term of office.
6.    The composition of the Audit Committee should ensure the representation of different groups of members of the Association.
7.    A member of the Audit Committee can be only a member of the management board of an insurance company – which is a member of the Association – or the head or deputy head of a department (main department) – which is a member of the Association – according to the Act of 22nd May 2003 on the insurance activity.
8.    In the first meeting, the Audit Committee elects, from its members, the Chairman and appoints, from the employees of the Office of the Association, the Secretary of the Committee.
The Audit Committee may elect up to two vice-chairmen from its members.

§ 19
1.    The mandate of a member of the Audit Committee expires on the day when the General Meeting approved the report of the Audit Committee for the previous financial year.
2.    The mandate of a member of the Audit Committee also expires in the following circumstances:
a)    he or she is no longer a member of the management board of the insurance company which entered him or her for the election to the Audit Committee,
b)    resignation or dismissing from the function of a member of the Audit Committee,
c) unexcused absence in three sessions of the Audit Committee,
d)    member’s death.
3.    When the mandate is expired due to the reasons referred to in paragraph 2 above, a member of the Audit Committee becomes a candidate who was next in the primary election in a given election group as far as the number of votes is concerned. If there is not such a candidate, a by-election, according to the rules which were effective in the election of the Audit Committee for a given term of office, is held in the nearest General Meeting.

§ 20
1.    The responsibilities of the Audit Committee are constant supervision over the business of the Association in all areas of its business, in particular:
1)    assessment of the annual plan of the business of the Association and its financial plan,
2)    assessment of the report of the Management Board on the business of the Association and of the financial report for the previous year and submitting to the General Meeting of the Association the written report of this assessment,
3)    current assessment of the activity of the Management Board,
4)    formulating the objectives of activity for the President of the Association and accepting the objectives established by the President of the Association for the remaining members of the Management Board
5)    assessment of the proposals of the Management Board submitted to the General Meeting,
6)    establishing the remuneration for the members of the Management Board, including the granting of the annual award,
7)    choosing a subject entitled to examine the financial report of the Association,
8) passing the Regulations of work of the Management Board,
9) passing the Regulations of work of the Committee,
10) agreeing to take out loans and take other obligations by the Association in the amount which exceeds the amount established with the resolution of the Audit Committee from PLN 200,000 to PLN 2,000,000.
2.    In order to perform its duties, the Audit Committee can examine all the documents of the Association, request from the Management Board and the employees of the Office of the Association reports and explanations and audit the assets of the Association.
3.    The Audit Committee can perform its actions through the committees which were appointed for this particular reason.
4.    The Audit Committee adopts resolutions by a majority vote if at least half of the members are present in the meeting and all of the members have correctly been notified about the meeting.
5.    The resolution concerning the recommendation of the candidates to the Management Board is passed by a majority vote of ¾ votes.
6.    The meetings of the Audit Committee are held at least once a quarter. The President of the Association, the Secretary of the Audit Committee and other invited persons also participate in the meetings.
7.    It is permissible to pass resolutions, by the Audit Committee, in writing or by the use of the means to directly communicate over a distance. The resolution is valid when all the members of the Audit Committee have been notified about the content of the draft of the resolution.
8.    The administrative service of the meetings of the Audit Committee is provided by the Office of the Association.
9.    The detailed rules of work and a procedure for passing resolutions by the Audit Committee are specified by the regulations passed by the General Meeting of the Association.

§ 21
1.   The Management Board consists of two or more members, including the President of the Management Board who is also the President of the Association and at least one Vice-president. The General Meeting specifies the number of members of the Management Board for every term of office.
2.    The members of the Management Board are appointed by the General Meeting of the Association from among the candidates who are recommended by the Audit Committee.
3.    The applications of the candidates for the members of the Management Board should be submitted in writing to the Chairman of the Audit Committee at least 7 days before the General Meeting which chooses the members of the Management Board is held. The application of a candidate should contain his or her consent to run for the membership in the Management Board and consent to process personal data for the needs of holding the election.
4.    The term of Office of the Management Board lasts three years. The mandate of a member of the Management Board expires when the General Meeting which approves the annual financial report for the last year of performing the function of a member of the Management Board is held.
5.    The members of the Management Board are elected for a joint term of office. The mandate of a member of the Management Board who was elected before the end of a given term of office of the Management Board expires together with the mandates of the remaining members of the Management Board.
6.    The President and the remaining members of the Management Board can be dismissed at any time with a resolution of the General Meeting which is passed following the request of the Audit Committee. This resolution causes the expiration of their mandates.
7.    The mandate of a member of the Management Board also expires due to the death or resignation from the function of a member of the Management Board.

§ 22
1.   The Management Board runs the Association and represents it.
2.    All the matters which are not reserved for the competence of the General Meeting and Audit Committee are also within the scope of activity of the Management Board.
3. Two members of the Management Board or plenipotentiaries, within the scope of their authorization, are entitled to submit the declarations of intent on behalf of the Association.

§ 23
1.    The Management Board passes resolutions by a majority vote. When there is an equal number of votes, the vote of the President of the Association will prevail.
2.    The resolutions of the Management Board may be passed if all the members have correctly been notified about the meeting of the Management Board.
3. During the employment in the Association, the members of the Management Board, including the President, cannot be employed outside the Association on any legal basis, apart from the scientific and teaching work; they also cannot do business.
4. In the contract between the Association and a member of the Management board and also in a dispute with such a member, the Association is represented by the Chairman of the Audit Committee or a plenipotentiary appointed by a resolution of the Audit Committee.
5. The detailed rules of work of the Management Board, including the division of competence between its members, are specified by the regulations approved by the Audit Committee.

§ 24
1.The Management Board performs its tasks with the assistance of the Office of the Association which provides the factual and administrative service of the actions of the Management Board.
2.    The organization and rules of operations of the Office of the Association are specified by the organizational regulations passed by the Management Board.

Chapter V

Committees
§ 25
1.    Committees are appointed and dismissed by the Audit Committee on application of the Management Board. The Audit Committee specifies the scope of activity of a committee in the resolution on the appointment of such a committee.
2.    The members of a committee are appointed and dismissed by the Management Board.
3.    Every member of the Association has the right to enter their candidates for a committee, taking into account the necessity for a member of the committee to be involved in the work of the committee during the working hours of the employer who enters his or her employee for the committee.

Chapter VI

System of conciliation and arbitration

§ 26
1. A conciliation and arbitration court operates at the Association; it has been appointed to settle the disputes between the members of the Association who submitted an arbitration clause.
2. The Conciliation and Arbitration Court examines cases in accordance with the provisions of the Civil Procedure Code and pursuant to the regulations adopted by the General Meeting.

 

Chapter VII

Regulations of doing business

§ 27
1. The Association can do business as an entrepreneur appointed by the resolution of the General Meeting.
2. The business is done according to the regulations specified in the Act on the freedom of business and in other binding regulations of law.

Chapter VIII

Rules of the financial management

§ 28
1. The Association runs the financial management on its own. The accounting of the Association is kept in accordance with the regulations specified in the Act on accounting.
2. A financial year is in accordance with the calendar year.
3. The assets of the Association come from the fees paid annually by every member of the Association, subsidies and donations, inheritance, bequests, income from the assets of the Association and from the business which is done as the appointed entrepreneur.
4. The income coming from the sources specified in paragraph 3 above is allocated in its entirety to cover the business of the Association.
5. The unused financial resources in a particular financial year are available in the next year.

§ 29
1. The membership fee is paid by the members of the Association in two instalments:
– first instalment of 50% of the annual fee of a particular insurance company, resulting jointly from paragraphs 3 and 4, by the 28th day of February of each year,
– remaining 50% of the fee – by 31st July of each year.
2. The amount of the membership fee and the regulations of calculating the fee are specified by an appropriate minister of the financial institutions. The fee is calculated from the gross premium written of a given insurance company from the previous year.
3. The statutory interest is calculated from the untimely paid fees.
4. The collection of the membership fee is conducted in accordance with the general regulations, however, the Association takes proper actions when the at least 14 days’ term to pay the fee established for the member has passed.