Supervisory Boards of Companies with State Capital Investments

The Duties of the Capital Assets Management Agency

The Corporate Governance Code for Companies with State Capital Investments

"Company with State Capital Investments" is a company in which the Republic of Slovenia holds a capital investment irrespective of the size of this share.

The external reporting of Companies with State Capital Investments must be transparent.

The Strategy includes the vision of the Republic of Slovenia as the owner of capital investments and puts forward a balanced and stable policy regarding the corporate governance of State Capital Investments.

This Code determines the principles and rules of conduct of the Agency and also cases of good practice of corporate governance of Companies with State Capital Investments.

The Agency adheres to the Strategy in the corporate governance of individual Companies with State Capital Investments.

Companies with State Capital Investments must be governed efficiently and transparently in accordance with this Code.

»Strategy« is the Strategy of Corporate Governance of Capital Investments which is adopted in compliance with ZUKN by the National Assembly upon the proposal of the Government.

In their operation and engagement in the market all companies are in an equal position with Companies with State Capital Investments.

The Agency will strive that every Company with State Capital Investments will strictly and conscientiously adhere to the reporting guidelines.

After the adoption of the Strategy and on the basis of the Strategy the Agency shall formulate the actual goals of individual Companies with State Capital Investments.

the method of the enforcement of high ethical standards and adherence to the interests of all shareholders in companies with State Capital Investments.

it encourages, and within the scope of its rights, ensures good systems of corporate governance of individual Companies with State Capital Investments;

The Agency will strive for Companies with State Capital Investments to establish nomination committees as a special commission of the Supervisory Board.

The Agency will strive that every Company with State Capital Investments, within the framework of regular reporting, will also report about its relationships with Stakeholders.

proposals from and warnings by the Agency necessary for the smooth functioning and improvement of the function of the system of the Corporate Governance of Companies with State Capital Investments,

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:

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.

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

All Stakeholders of Companies with State Capital Investments have the same possibilities, rights and obligations and they are treated as equally as stakeholders of other companies.

Rules and conditions also define the method and procedure for drawing up a list of suitable candidates as members of supervisory bodies of Companies with State Capital Investments.

The Agency formulates the criteria regarding the remuneration for the members of supervisory bodies of Companies with State Capital Investments on the basis of this Code and publicly publishes the criteria on its web page.

The Agency will strive that every Company with State Capital Investments will adopt a decision regarding its use in compliance with item 73 of this Code and pursuant to the provisions of ZGD-1

The Agency will work to ensure that every year Supervisory Boards of Companies with State Capital Investments will perform the evaluation procedure regarding the efficiency of the work of the Supervisory Board.

Companies with State Capital Investments must accept market conditions of competition in all fields (regulatory rules, access to financial resources and institutions, etc.).

Pursuant to Article 21 of ZUKN the Agency's Council adopted the Corporate Governance Code (hereinafter referred to as: "the Code") upon the proposal of the Agency's Management Board on 14 January 2011.

Supervisory Boards of Companies with State Capital Investments which under ZGD-1 fulfil the criteria of a large company should appoint a revision committee and where appropriate other committees.

The Code offers recommendations of good practice regarding the corporate governance of Companies with State Capital Investments and the Agency will strive for the companies to adopt the Code in compliance with its items 57 and 73.

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.

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.

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.

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.

»Shareholder« is a holder of a security or a holder of a share and it refers to all partners, not only shareholders in companies limited by shares with State capital investments.

Desiring to establish favourable conditions for improved economic cooperation between the two Countries, and especially in relation to capital investment by investors of one Contracting Party in the territory of the other Contracting Party;

The Law on Corporate Governance of Capital Investments of the Republic of Slovenia (ZUKN) was adopted on 3 May 2010. Article 10 of the Act imposes on the Capital Assets Management Agency of the Republic of Slovenia (hereinafter referred to as: »the Agency«) the obligation to adopt a code for the corporate governance of State capital investments which must stipulate the principles and rules of conduct of the Agency, the managerial and supervisory bodies of these companies and state authorities in the management of such investments.

»Annual Report« is a report on the implementation of the Annual Plan of the corporate governance of capital investments for the previous year which is prepared by the Agency in compliance with ZUKN and submitted to the Government and the National Assembly.

The Agency prepares a report on the implementation of the Annual Plan for the Governance of Capital Investments for the previous year at the latest by the time stipulated within ZUKN and submits it to the Government and the National Assembly.

The Agency is obliged to perform amendments of charters of Companies with State Capital Investments as soon as possible if that is necessary for the provisions of this Code, any other of the Agency's instruments or provisions from regulations in force to be given effect.

it ensures that the remuneration systems for members of supervisory bodies of Companies with State Capital Investments will satisfy the long-term interests of a company and attract and motivate qualified experts;

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.

When the need arises for the appointment of a new member of a Supervisory Board in an individual Company with State Capital Investments the nomination procedure is launched to which an individual candidate must give his consent.

Companies with State Capital Investments should consistently report about their business operation and about the achievement of the set goals in accordance with the reporting guidelines which are drawn up by the Agency in compliance with regulations in force.

Companies with State Capital Investments must in their annual report pursuant to ZGD-1 indicate the true picture regarding the development of its business activities, current status and achievements in accordance with the legislation and national practice.

Companies with State Capital Investments in relation to Stakeholders must responsibly exercise their rights and fulfill the undertaken obligations in a manner which is compliant with the goals of the company and which facilitates its long-term benefits.

The Agency should, in the corporate governance of companies with State Capital Investments, behave as an informed, prudent, active and professional owner and continually strive for the improvement of the corporate governance of these companies.

Supervisory Boards of Companies with State Capital Investments must be composed in compliance with the criteria indicated in this Code, recommendations of good practice and following the criteria formulated by the Accreditation Committee of the Agency.

The Agency will strive that all Companies with State Capital Investments include in their business report a Corporate Governance Statement regardless of the fact of whether securities of the company are traded in the regulated market or not.

Obligations and duties of a Company with State Capital Investment with regard to utility services or other services in the public interest which are publicly attributed to the company by law or on other legal bases must be published publicly.