Recall of Members of Supervisory Boards

know the rights and obligations of a member of a Supervisory Board,

Upon the formation of a Supervisory Board, the commencement of a term of office of new members of a Supervisory Board or upon the appointment of individual committees of a Supervisory Board the President of a Supervisory Board with the organisational assistance of the company's Management Board shall ensure a professional job initiation of quality for members of a Supervisory Board.

Members of Management and Supervisory Boards must treat all shareholders equally.

At least half of the members of a Supervisory Board must be composed of independent members.

In making decisions members of a Supervisory Board must adhere to legal requirements.

A member of a Supervisory Board or members of committees of a Supervisory Board for a company to which the Supervisory Board belongs or with this company or associated company must not perform for payment any consulting or other activity or task otherwise than in the function of a member of the Supervisory Board or a member of a committee.

A member of a Supervisory Board will be paid separately for the work in these committees.

If this has not been done by the Supervisory Board or the committee of the Supervisory Board, the Agency reviews and evaluates the existing composition of the Supervisory Board or the performance of those members whose terms of office do not expire.

The Agency shall not support any other bonuses or privileges of a member of a Supervisory Board.

b.) in the case of a Slovenian company a member of a board of directors (elan uprave) or a supervisory board (elan nadzornega sveta).

The same applies in regard to the transparency concerning the remuneration of members of the Management Boards and Supervisory Boards.

b.) in the case of a Slovenian company a member of a board of directors (član uprave) or a supervisory board (član nadzornega sveta).

These will ensure adequate mechanisms regarding the selection and evaluation of candidates for members of a Supervisory Board and overcome conflicts of interests which the Supervisory Board is faced with in the preparation of the proposal for the composition of the Supervisory Board.

The nomination committee may support the Supervisory Board in all other matters which directly relate to the interests of the members of the Supervisory Board and require consent of the General Meeting (for example, the proposals concerning the remuneration of the members of the Supervisory Board).

In the case of Slovenia, it is understood that the term ` member of the board of directors` means a member of a board of directors (član uprave) or a supervisory board (član nadzornega sveta).

In the composition of a Supervisory Board exclusively professional knowledge, experience and skills should be taken into consideration which must be complemented from among individual members of a Supervisory Board.

A Supervisory Board must ensure that the remuneration package of the President of the Management Board and other members of the Management Board comply with the policy adopted at a General Meeting.

An essential part of corporate governance is also an adequate remuneration system for members of Supervisory Boards.

All members of the nomination committee appointed by the Supervisory Board must act independently and confidentially.

If the composition of a Supervisory Board, pursuant to their reports or the assessment of the Agency's Management Board, does not fulfil the requirements of the law and this Code, the Agency, as a rule will start the procedure for changing the members of a Supervisory Board.

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.

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.

The Supervisory Board, within the evaluation procedure regarding the efficiency of work evaluates its composition, performance, potential conflicts of interest of individual members and activity of individual members and the Supervisory Board as a whole and also the cooperation with the Management Board of the company.

The Agency will strive to achieve an agreement on the remuneration package also for the membership of committees of a Supervisory Board.

A nomination committee reviews and evaluates the existing composition of members of a Supervisory Board or those members whose terms of office do not expire.

The profiles of the required new candidates for members of Supervisory Board are determined by the nomination committee with regard to the characteristics and the set development strategy of the company and the profile composition of members of a Supervisory Board whose terms of office do not expire.

The remuneration system must not cause conflicts of interest or alienate the interests of members of Supervisory Boards from the interests of companies.

If a Personnel Committee is appointed, it should support the Supervisory Board in the appointment, remuneration and recall of members of Management Boards.

An independent member must immediately notify a Supervisory Board regarding the occurrence of facts which change his fulfilment of the independence criterion.

In the selection and appointment of members of the Supervisory Board the Agency's bodies are not linked to candidates nominated by the Accreditation Committee.

If a General Meeting elects members of a Supervisory Board upon the proposal of the Supervisory Board, the Supervisory Board in its statement of reasons for the proposal of a resolution, in addition to information required by law for an individual proposed candidate must also indicate at least the information regarding the membership in other managerial or supervisory bodies and the evaluation of any potential conflicts of interest of the candidate pursuant to the criteria indicated in Appendix C of the Corporate Governance Code.

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.

In the appointment of members of the Management Board the members of the Supervisory Board carry full personal responsibility for the professionalism and prudence of the decision whereby members are not and must not be linked to the instructions of anybody, not even the Agency which applies also to limited liability companies with a Capital Investment in which a Supervisory Board has been established.

The Accreditation Committee may propose or nominate exclusively accredited candidates as members of the Supervisory Board of a Company with State Capital Investments.

A nomination committee has, in particular, the job of being in professional support in the drawing up of a proposal for a candidate for a member of a Supervisory Board.

Prior to the beginning of the conventional period of General Meetings, by 31 January of any current year, the Agency shall prepare a review concerning in which companies the terms of office of members of Supervisory Boards will expire and at which General Meetings the elections of members of Supervisory Boards are envisaged to be held.

The payment for the performance of the function is the payment for the performance of all duties and for taking responsibility, the attendance fee is compensation for the time which a member of a Supervisory Board or a member of a committee of a Supervisory Board spends in the attendance at the session, and the reimbursement of costs includes those necessary costs which occur in relation to the work on the Supervisory Board (travel costs, daily allowances, accommodation, administrative and other costs).

The Agency provides for the appointment of members of Supervisory Boards in Companies with State Capital Investments under objective criteria which are equal for all candidates.

Candidates for a member of a Supervisory Board in a Company with State Capital Investments must, in addition to statutory criteria pursuant to ZGD-1 also satisfy these requirements:

At the same time it will work to prevent the adoption of General Meeting resolutions which would enable unjustifiably high payments and rewards for the members of Supervisory Boards.

An independent member of a Supervisory Board is considered to be that member who fulfils the criteria of independence pursuant to the provisions of Principle 17 and Appendix C of the Corporate Governance Code.

Directors' fees and other similar payments derived by a resident of a Contracting State in his capacity as a member of the board of directors or supervisory board of a company which is a resident of the other Contracting State may be taxed in that other State.

Directors' fees and other similar payments derived by a resident of a Contracting State in his capacity as a member of the board of directors or a supervisory board of a company which is a resident of the other Contracting State may be taxed in that other State.

With regard to the characteristics and goals of the company and the composition of members of the Supervisory Board whose terms of office do not expire, the profiles of the new candidates needed as members are determined.

The decision regarding the support for the termination of office of members of a Supervisory Board may be adopted only in connection with the selection of substitute members or the commencement of selection procedures pursuant to this Code.

A Supervisory Board must decide on the remuneration for members of Management Boards in a prudent, responsible and transparent manner and with the purpose of ensuring efficiency and a fair reward for the work performed.

profit sharing, especially for dividends and other expenditures which, subject to the provisions of this Act, are similar to dividends, reserves from the profits, remuneration to the management board and to the members of the taxable person` s supervisory board which have the nature of profit sharing;

The Agency's Accreditation Committee formulates and proposes to the Agency's Council the rules and conditions for the accreditation of candidates for members of Supervisory Boards of Companies with State Capital Investments.

The Agency's Accreditation Committee draws up and proposes to the Agency's Council the procedures and conditions for the nomination of candidates for members of Supervisory Boards of Companies with State Capital Investments.