Management of the Company

ASSET MANAGEMENT COMPANIES

Asset management companies

Management body of insurance holding companies

Management body of financial holding companies

Management body of mixed financial holding companies

»Management Board« means a body of management in a company regardless of the legal form of the company and the system of governance.

What is the financial, legal and management stability of the company

- the inclusion of asset management companies in group-wide supervision,

It shall also ensure that the managerial and supervisory bodies of the company are informed about goals which are linked to the company.

The Managing Directors shall manage the Company conscientiously and with due diligence in the interests of the Company, and in accordance with

to disputes among partners, disputes between partners and commercial companies, disputes between commercial companies and members of their bodies of management, in accordance with the law on commercial companies;

consultation with interested Stakeholders and members of managerial and supervisory bodies of individual companies;

not be closely linked with the company or its Management Board in terms of economics, personally or in any other manner;

In order to take account of this trend, the requirements for management should be further extended, in particular as regards the management of the mixed financial holding company.

Pending further coordination of sectoral rules, Member States shall provide for the inclusion of asset management companies:

A Supervisory Board is obliged to perform its functions of supervision over the operation and the management of the company in compliance with the laws and company's instruments of incorporation.

If a General Meeting of an individual company is not convened but the interests of this company or the Republic of Slovenia require that it be convened, the Agency addresses the request for the convocation to the Management Board of the company in compliance with ZGD-1 and communicates it to the Supervisory Board of the company.

Companies with State Capital Investments must report on remunerations for members of the Management Board in the same manner as applies for public companies and compliant to the Corporate Governance Code.

(1) A public-private partnership contractor must inform the public partner of changes concerning the articles of association of the company, of reorganisation of the status of the private partner's company and its members, and of major changes to the structure of the company` s membership, to the management of the company and its supervision.

(ii) improving the efficiency and effectiveness of the companies' business management and also ensuring better control of direct sales,

in the case of asset management companies, solvency requirement means the capital requirement set out in Article 5a(1)(a) of Directive 85/611/EEC;

all relevant information regarding potential instruments of the management of the company which surpasses the requirements of this Code and ZGD-1 with an indication of where its management practice is publicly accessible;

It is further understood that ` bestuurder` or ` commissaris` of a Netherlands company means persons who are nominated as such by the general meeting of shareholders or by any other competent body of such company and are charged with the general management of the company and the supervision thereof, respectively.

For the purposes of this provision, the relevant sectoral rules regarding the form and extent of the inclusion of financial institutions (where asset management companies are included in the scope of consolidated supervision of credit institutions and investment firms) and of reinsurance undertakings (where asset management companies are included in the scope of supplementary supervision of insurance undertakings) shall apply mutatis mutandis to asset management companies.

It is important that SOEs have strong boards that can act in the interest of the company and effectively monitor management without undue political interference.

Members of Supervisory or Boards of directors must act with the diligence of fair and conscientious managers and exclusively in the best interests of the company.

The term »Management Board« may also mean a managing director in a company with limited liability or executive officers in companies with a unitary board system.

It is further understood that “bestuurder” or “commissaris” of a Netherlands company means persons who are nominated as such by the general meeting of shareholders or by any other competent body of such company and are charged with the general management of the company and the supervision thereof, respectively.

Where an asset management company is part of a financial conglomerate, any reference to the notion of regulated entity and any reference to the notion of competent authorities and relevant competent authorities shall therefore, for the purposes of this Directive, be understood as including, respectively, asset management companies and the competent authorities responsible for the supervision of asset management companies.

It also implements the nomination procedure and proposes to the Agency's Management Board the listing of candidates for members of a Supervisory Board of an individual company.

Such disclosure obligations will encourage company officials to clarify the objectives to themselves, and could also increase management's commitment in pursuing these objectives.

The Supervisory Board has authorisation to appoint and dismiss members and the President of the Management Board under its own discretion pursuant to the interests of the company.

(1) The organs of the Company shall be the Shareholders' Assembly, hereinafter referred to as "the Council", and the Managing Directors, collectively forming the Management Board.

For the purposes of the Convention, the term ` place of effective management` means the place where a company is actually managed and controlled and where the decision making at the highest level on important policies essential for the management of a company takes place.

The second section of the Code recommends principles, procedures and criteria for the conduct of members of managerial and supervisory bodies of companies with capital investments of the Republic of Slovenia.

Notwithstanding the fact of whether a company is in full State ownership or the State has a majority shareholding or even a minority one, special attention must be dedicated to ensuring that the remuneration of managerial bodies and the most responsible persons as well as all employees in the company are such that they contribute to the provision of and improvement of the company's business opportunities and competitiveness.

the other company has the right to appoint or dismiss a majority of the administrative organ, of the management organ or of the supervisory organ and is at the same time a shareholder or member of the subsidiary.

In such case, immediately after the formulation of counter proposals, it publishes an intent and its text on its web page and sends them to the Management Board of the company as the convenor of the General Meeting.

The term ` interest` in the sense of the preceding article shall apply to interests in a limited liability company, shares in a public limited company and European public limited company, a share of the capital of other legal persons, other capital investments in legal persons and other rights on the basis of which the bearer has the right to participate in the property (capital) and membership (equity, management) rights of the legal person.

For the purposes of supplementary supervision referred to in (b) of the first paragraph, the asset management company shall be treated as part of whichever sector it is included in by virtue of (a) of the first paragraph.

(21) In order to assess the need for and prepare any possible future harmonisation of the treatment of asset management companies under sectoral rules, the Commission should report on Member States' practices in this field,

The ownership policy and associated company objectives should be public documents accessible to the general public and widely circulated amongst the relevant ministries, agencies, SOE boards, management, and the legislature.

If the Management Board selects members of supervisory bodies of companies who have not been nominated in compliance with this Code and rules of the Accreditation Committee, this must be disclosed in due time to the Agency's Council.

A clear statement to the public of the company objectives and their fulfilment. The ownership and voting structure of the company. Any material risk factors and measures taken to manage such risks. Any financial assistance, including guarantees, received from the state and commitments made on behalf of the SOE. Any material transactions with related entities.

With regard to the legislation and internal instruments of Companies with State Capital Investments the General Meeting of a company may in some cases give instructions to members of supervisory or managerial bodies by means of a resolution.

in their work and decision-making be able to adhere above all to the long-term interests of the company and make potential alternative personal or other individual interests (of third persons, employees, the Management Board) subordinated to this,

Supervisory boards of Companies with State Capital Investments must have the necessary authorisations and responsibilities and be objective and independent in the performance of the supervisory function over the management and the business operation of a company.

"asset management company" shall mean a management company within the meaning of Article 1a(2) of Council Directive 85/611/EEC of 20 December 1985 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS)(14), as well as an undertaking the registered office of which is outside the Community and which would require authorisation in accordance with Article 5(1) of that Directive if it had its registered office within the Community;

Supplementary supervision should cover all financial activities identified by the sectoral financial legislation and all entities principally engaged in such activities should be included in the scope of the supplementary supervision, including asset management companies.