While the personal liability of managers – including foreign individuals – for anticompetitive behavior and consumer violations has been well established in Poland for many years now, recently, the Polish antitrust authority (UOKiK) has grown tougher in its enforcement, resulting in a rise in both the number of individuals fined and the amounts of the fines. In 2023, liability was also extended to managers of parent companies of the direct infringer.
Who Can Be Held Liable?
A manager can be found liable if the UOKiK fines the company and finds that the given individual had real managerial powers (i.e., managed de facto regardless of their formal position) and – while exercising their function during the infringement – intentionally allowed the company to infringe consumer laws or enter anticompetitive agreements (excluding bid-rigging, which carries criminal liability).
The term “manager” is interpreted very broadly and applies not only to board members. Sales or marketing directors, for example, have been held liable because of their effective influence on commercial policy and ability to issue binding instructions. The UOKiK demonstrates “real managerial powers” through the person’s duties, position in the hierarchy, decision-making authority, and actions. However, liability is limited to the period of genuine influence on the company’s operations.
Intent is reconstructed from circumstantial evidence and documents, including inaction in response to signals of infringement. Even if the manager did not initiate the breach, they must attempt to stop it if they can. “Allowing an infringement” means failing to exercise managerial oversight, organizational responsibilities, or proper control of the enterprise.
Fines
The maximum fine is PLN 2 million (USD 547,000) for anticompetitive agreements and PLN 5 million (USD 1.4 million) for financial-sector managers in consumer cases. According to the UOKiK’s 2020 guidelines on fine calculation, relevant factors include the seriousness of the infringement, the manager’s degree of influence, mitigating and aggravating circumstances, and recidivism. The base amount is multiplied by each year of infringement and adjusted in relation to the manager’s financial situation.
Since 2015, the UOKiK has fined 70 individuals in 30 decisions, nine of which concerned anticompetitive agreements (out of 24 fines against companies for anticompetitive agreements in the same period, i.e., 37.5%). The other 21 concerned consumer-law violations. In 2024, total fines against managers reached PLN 7.1 million (USD 1.95 million), up from only PLN 2.8 million (USD 770,000) in 2023. In September 2024, in the alleged Iveco truck dealers’ cartel, the combined fines on managers amounted to a record PLN 2.5 million (USD 685,000).
The highest individual fine for allowing an anticompetitive agreement was PLN 495,000 (USD 135,000), imposed in December 2021 for a long-standing market-sharing and price-fixing scheme. In the consumer-law regime, the highest fine on a manager was PLN 950,000 (USD 260,000), imposed in 2023 for misleading investment promotions that omitted risks.
The increasing size of fines parallels a higher risk of detection. The UOKiK has enhanced its ability to detect infringements through open-sourced intelligence and has intensified dawn raids by its specialized unit. Whistleblower reports further raise the risk.
However, proceedings may only be initiated within five years from the end of the year in which the manager allowed the company to infringe. Also, fines are of an administrative, not criminal, nature.
Protecting Your Managers From Liability
These trends underscore the need for effective compliance systems, including a practically functioning antitrust compliance program, mandatory periodic staff training, a robust whistleblower channel, and enhanced supervision of distribution policies and communications with the sales network – particularly in the digital sphere, where traces of collusion are easily detectable.
Importantly, Poland’s leniency program also covers managers. This may appeal especially to former managers, who remain exposed to liability and whom the UOKiK explicitly encourages to apply. However, managers also face possible recourse claims from companies fined for antitrust violations. Polish courts have not yet excluded such claims, and as in other jurisdictions, the issue awaits clarification from the CJEU, which is considering the Zapp preliminary reference from Germany (May 2025).
To sum up, where compliance mechanisms are active and documented, personal risk for managers decreases. In the absence of supervision and reaction, risk increases in proportion to the manager’s influence and length of service.
By Agnieszka Stefanowicz-Baranska, Partner, and Maksymilian Lukasiewicz, Paralegal, Dentons
This article was originally published in Issue 12.9 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.
