AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Ericsson Nikola Tesla d.d.

Governance Information Aug 31, 2020

2119_rns_2020-08-31_d6217a6f-3c58-4772-affe-4867b596464e.pdf

Governance Information

Open in Viewer

Opens in native device viewer

COMPLIANCE QUESTIONAIRE FOR ISSUERS OF SHARES

All questions contained in this questionnaire relate to the period of one calendar year.

The Corporate Governance Code is intended for companies with two-tier governance structure considering that such a governance structure is most common in companies whose shares are listed on the Zagreb Stock Exchange. If the issuer has a one-tier structure, the questionnaire on management practices is answered in accordance with Appendix B of the Code of Corporate Governance

Companies respond to questions from the compliance questionnaire with YES, NO or Partially by selecting answers from a drop-down menu for each question.

For questions where company has responded with YES column Explanation is not filled. For questions where company has responded with NO or PARTIALLY in the column Explanation it should explain why this is so, that is:

  • explain in which part it does not comply with the provisions of the Code and for what reason, - describe the measures taken in the place of compliance with provisions of the Code in order to fulfill the objectives set out in the relevant principles of the Code - if the company intends to comply with the provisions of the Code in the future, indicate when it will start to act accordingly.

Instructions for generating XML Schema from XLS files are published on Hanfa's website under Technical instructions and forms in section Transparency of the issuer.

Year Institution
code
2019 233

Instructions:

* Year is entered without period (eg. 2019)

* Enter the year for which data are entered in the questionnaire

CHAPTER PROVISION ARTICLE QUESTION ANSWER
(Each question is
answered by chosing
the answer from the
drop-down menu)
EXPLANATION
(fulfill only for questions that were answered with "NO" or "PARTIALLY")
1 Cooperation 1 The articles of association and/or other internal acts clearly define the powers of the supervisory
board and management board.
YES
1 Cooperation 1 The articles of associationand/or other internal acts are available free of charge on the website of
the company.
The supervisory board has adopted a decision in which it stated categories of decisions and legal
YES
1 Cooperation 2 transactions that require prior approval by the supervisory board and those decisions about which
management board must consult with the supervisory board before making a decision, and a
summary thereof is available free of charge on the website of the company.
PARTIALLY Categories of decisions are defined between Management Board and Supervisory
Board. In addition, preparation of the comprehensive document is ongoing, which
will be published on the Company's website during 2020.
1 Cooperation 2 The articles of association and/or internal company acts provide for prior consent of the
supervisory board for making important decisions that affect the strategy of the company,
expenses, risk exposure and reputation.
YES
1 Cooperation 3 The articles of association and/or internal company acts stipulate that the supervisory board and
its committees have timely access to documents, premises and employees when necessary for
the performance of their duties.
YES
1 Cooperation 4 The articles of association and/or other internal company acts stipulate that the management
board must report to the supervisory board at regular intervals on the operating results of the
company, financial situation, substantial financial and non-financial risks and results of interaction
with shareholders and other stakeholders.
YES
1 Cooperation 5 Statutes and/or internal company documents stipulate that the president of the management
board shall immediately notify the supervisory board if there is or is likely for an event to arise
that has the potential to significantly affect the results, financial position or reputation of the
company.
YES
1 Rules of conduct 6 The supervisory board approved the code of conduct (or other internal act), which establishes
rules of conduct to be followed by members of the management and supervisory board members,
employees and others acting on behalf of the company, which also contains rules and measures
YES
1 Rules of conduct 6 to be taken in case of its violations.
Code of Conduct (or other internal act) is available free of charge on the website of the company. YES
2 Conflict of interest 7 For members of the management board and the supervisory board the prohibition of participation
in decision-making in relation to which there are conflicts of interest is stipulated.
YES
2 Conflict of interest 7 The supervisory board has given prior consent to the policy for managing conflicts of interest. YES
2 Conflict of interest 7 The policy for managing conflicts of interest is available free of charge on the website of the
company.
YES Within the Code of Business Ethics
In the company's internal acts, the members of the Supervisory Board are obliged
2 Conflict of interest 8 Members of the supervisory board are obliged to inform the entire supervisory board that they are
in an actual or potential conflict of interest.
YES to inform the Chairman of the Supervisory Board about actual or potential conflict of
interest; the Chairman of the Supervisory Board communicates it further to the
members of the Supervisory Board.
2 Conflict of interest 8 Management board members have a duty to inform the president of the supervisory board and
other members of the management board of an actual or potential conflict of interest.
YES
2 Conflict of interest 8 The supervisory board keeps records of all notices pertaining to conflict of interest.
Member of the management board or the supervisory board has an obligation to inform the
YES
2 Conflict of interest 9 President and/or Vice-President of that board if it considers that another member of management
or supervisory board is in an actual or potential conflict of interest.
YES
2 Competition ban 10 Members of the supervisory board and management do not perform activities that compete with
the business of the company, are not members of the management or supervisory boards of the
companies that carry out such activities nor hold more than 5% stake in such companies.
YES
2 Competition ban 10 Members of the management board and the supervisory board who hold shares in the companies
with which the company is in the competition, informed the secretary of the company of all the
shares in such companies and the details of these shares are available free of charge on the
website of the company.
YES Members of the Supervisory Board and the Management Board do not have shares
in the companies with which the company is in the competition.
2 Related party
transactions
11 No transactions between members of the management or supervisory board and the company (or
a person affiliated with any party) can not be concluded without the prior consent of the
supervisory board.
YES
2 Related party
transactions
11 The fair value of each material transaction must be confirmed by an independent expert prior to
any such transaction, and his or her report has to be available free of charge on the website of
YES
2 Related party 12 the company.
The company has adopted procedures for the approval and disclosure of transactions between
members of the management or supervisory board and the company (or a person affiliated with
YES
2 transactions
Related party
12 any party).
The audit committee annually assesses the effectiveness of these procedures.
YES
transactions
The role of the
The supervisory board is responsible for appointing and dismissing members of the management
3 supervisory board
The role of the
13 board and making recommendations for candidates for members of the supervisory board to the
general meeting.
The supervisory board has approved formal and transparent procedure for the appointment to
YES
3 supervisory board 13 both management and supervisory boards.
The supervisory board has set as a target percentage of female members of the supervisory
YES
3 The role of the
supervisory board
14 board and the management board, which must be achieved in the next five years and adopted a
plan for the implementation of this goal. Percentage on target and plan were published in the
annual report.
PARTIALLY There is no formal decision but Supervisory Board always considers diversity when
appointing members of the Supervisory Board and Management Board.
3 The role of the
supervisory board
14 A report explaining progress on the plan has been published in the annual report. PARTIALLY See answer above
3 The role of the
nomination
committee
15 The nomination committee has all the tasks listed in Article 15 of the Code. PARTIALLY The Supervisory Board does not have a formally established nomination committee;
these tasks are performed by the Chairman of the Supervisory Board on behalf of
the entire Board.
3 Election of
supervisory board
members by the
general meeting
16 When nominating candidates for the supervisory bord to the general meeting for election the
company provides information within the general meetin materials on the items requested by
Article 16. of the Code.
YES
3 Election of
supervisory board
members by the
general meeting
16 Informations provided by Article 16 of the Code are freely available on the company`s website. YES
3 Election of
supervisory board
members by the
general meeting
17 Materials for the general meeting contain all the information listed in Article 17 of the Code. NO They will be available at the next nomination of members of the Supervisory Board
3 Election of
supervisory board
members by the
general meeting
18 The information referred to in Article 17 of the Code is available free of charge on the website of
the company also in cases where workers' representative or another member of the supervisory
board which is not elected by the shareholders at the general meeting is apointed.
NO They will be available at the next nomination of members of the Supervisory Board
4 Responsibilities of
the supervisory
board
19 The terms od reference of the supervisory bord include all the responibilities set in Article 19. of
the Code.
YES
4 Composition 20 The supervisory board has developed a supervisory board profile which specifes the minimum
number of members and combination od skills, knowledge and education, as well as
professionaln and practical experience that required in the supervisory board.
YES Although there is no formal document, in practice, during the process od election of
each member Supervisory Board takes into account the profile of the Supervisory
Board and the necessary competencies required from the new members.
4 Composition 21 The supervisory board includes members of different gender, age, profile and experience to
ensure a diversity perspective when making decisions.
YES
4 Composition 22 Majority of the members of the supervisory board are independent in accordance with the
definition set out in Appendix A of the Code.
NO Supervisory Board has five members, of which two members are independent in
accordance with the definition of the Code, two members are proposed by the
largest individual shareholder while one member is an employee representative.
4 Composition 22 The President or deputy president of the supervisory board are independent.
The president of the supervisory bord is responible for the activities listed in Article 23. of the
YES
4
4
President
Board committees
23
24
Code.
Supervisory board established the nomination committee.
YES
PARTIALLY
The Supervisory Board does not have a formally established nomination committee;
these tasks are performed by the Chairman of the Supervisory Board on behalf of
the entire Board. These tasks will be defined in the Work procedure of the
4 Board committees 24 Supervisory board established the renumeration committee. PARTIALLY Supervisory Board.
The Supervisory Board does not have a formally established renumeration
committee; these tasks are performed by the Chairman of the Supervisory Board on
behalf of the entire Board. These tasks will be defined in the Work procedure of the
4 Board committees 24 Supervisory board established the audit committee. YES Supervisory Board.
4 Board committees 24 The supervisory board stipulated the manadate and activities of each committee. YES The Supervisory Board has established an Audit Committee whose mandate and
activities are clearly defined; the tasks of the remuneration committee and the
nomination committee are performed by the Chairman of the Supervisory Board on
behalf of the entire Supervisory Board and these tasks are clearly defined.
4 Board committees 26 Each committee of the supervisory board consists of members who have the necessary skills,
knowledge and education, as well as professional and practical experience to carry out the
YES
4 Board committees 27 committee responsibilities effectively.
Each committee of the supervisory board has at least three members.
YES Audit Committee has three members.
4 Board committees 27 Majority of the members of each committee of the supervisory board are independent (as defined YES The Audit Committee meets all independence criteria.
4 Board committees 27 in Appendix A of the Code).
Board members are prohibited to be members of the committee of the supervisory board.
YES
4 Board committees 28 The terms of reference of each committee is made freely available on the company's website YES Way of working/activities of the Supervisory Board and Audit Committee are
published in Annual Report. Documents that define in details ways of working of the
Supervisory Board and Audit Committee are planned to be published on the
4 Board committees 28 The Company's annual report includes a report on the work of each committee of the supervisory
board as well as information on the number of meetings held and the members of the committee. YES
company's website during 2020.
4 Time commitment 29 The minimun expected time commitmnet of each supervisory board member is specified on their
appointment.
YES
4 Time commitment 29 The annual report includes record of attendance at the meetings for each member of the
supervisory board and its committees.
PARTIALLY All members of the Supervisory Board and its committee were present at all
meetings in 2019, but this was not particularly highlighted in the annual report.
4 Time commitment 30 The articles of association and/or internal company acts stipulate the obligation of the
supervisory board member to inform the secretary of the company about their membership in the
supervisory board or the management board of other companies.
PARTIALLY This obligation is not stipulated by the acticles of association and internal company
acts, but in practice the members of the Supervisory Board inform the Secretary of
the Supervisory Board about their membership.
4 Frequency and
format of meetings
31 The supervisory board meets at least every three months. YES
4 Frequency and
format of meetings
31 The supervisory board has adopted a workplan that includes time and agenda of future meetings. YES The workplan is defined by internal acts. The agenda of regular meetings of the
Supervisory Board is clearly defined. Extraordinary meetings are convened
depending on business circumstances and the agenda is defined accordingly.
4
4
Frequency and
format of meetings
Frequency and
format of meetings
31
32
Committees of the supervisory board shall meet as often as necessary for the effective discharge
of their duties, and regularly report to the supervisory board on its activities.
The supervisory board can meet without the participation of the management board where it
considers it appropriate.
YES
YES
4 Frequency and
format of meetings
32 Non-Board committee memebers can participate in committee meeting only at the invitation of
the committee.
YES
4 Support 33 The company has designated an individual to carry out the duties of a company secretary. PARTIALLY The Company has defined a person who performs the duties of the Secretary of the
Supervisory Board and Audit Committee of the Company.
4 Support 33 According to the company's internal acts, the person carrying out the duties of a company
secretary is responsible for ensuring that supervisory board procedures are complied with,
advising the supervisory board on governance matters, supporting the president of the
supervisory board and helping the supervisory board and committees to function efficiently.
YES The Company has defined a person who performs the duties of the Secretary of the
Supervisory Board and Audit Committee of the Company.
4 Quality and
timeliness of
information
34 The board terms of reference and/or internal acts require the materials for supervisory board
meetings to be provided to all its members at least one week before the meeting.
YES Although there is currently no formal document, in practice, the materials for
Supervisory Board meeting are provided to members of the Supervisory Board one
week before the meeting.
4 Quality and
timeliness of
34 The bord committee terms of reference and/or internal acts require the materials for board
committee meetings to be provided to all its members at least one week before the meeting.
YES Although there is currently no formal document, in practice, the materials for
Supervisory Board meeting are provided to members of the Supervisory Board one
4 information
Quality and
timeliness of
35 The articles of association and/or internal company acts anticipate that the minutes of the YES week before the meeting.
information
Quality and
meeting of the supervisory board must be available to all members of the supervisory board.
Supervisory Board meeting minutes provide data on voting results including details of how
4 timeliness of
information
35 individual members voted.
The supervisory board has the right to receive information and advice from people outside the
YES
4 Quality and
timeliness of
information
36 company at the expense of the company if it considers it necessary to successfully carry out its
duties, provided that the procedure for it is specified in the internal documents of the company
issued by the management board with the consent of the supervisory board.
YES
4
4
Training and
development
Training and
37
37
All members of the supervisory board at the time of appointment received introduction training for
their role.
All supervisory bord members receive ongoing training and education to improve their sills and
YES
YES
4 development
Training and
development
38 knowledge.
The supervisory board members receive regular updates and briefings from the management
board and experts on matters relevant to the company and to their duties.
YES
4 Supervisory board
evaluation
39 The supervisory board evaluated its effectiveness in the past 12 months. PARTIALLY The effectiveness of the work of the Supervisory Board is visible from the
Supervisory Board report on the supervision performed on the Company's
operations to the Annual General Meeting and the minutes of the meetings. The
Supervisory Board plans to introduce regular annual evaluation of its work and the
contributions of individual members.
4 Supervisory board
evaluation
39 The supervisory board assessed the individual results of its members in the last 12 months. NO Although there is no formal document, Supervisory Board report on the supervision
performed on the Company's operations to the Annual General Meeting and the
minutes of the meetings show the contribution of individual members to the work of
the Supervisory Board. The Supervisory Board will implement the evaluation of its
effectiveness and the individual results of its members in 2021.
4 Supervisory board
evaluation
39 The evaluation of the supervisory board was led by the president or deputy president. NO The Supervisory Board plans to introduce the regular annual formal evaluation of its
work and the contributions of individual members in 2021.
4 Supervisory board
evaluation
40 The evaluation of the supervisory board included an assessment of all the matters specified in
Article 40 of the Code
NO See answer above
4 Supervisory board
evaluation
Responsibilities of
41 The annual report includes the assessment report of the supervisory board and its committees in
which they assessed all the circumstances set out in Article 41 of the Code.
NO See answer above
5 the management
bord
42 The duties of management board include all the activities listed in Article 42 of the Code. YES The Management Board consists of one member whose responsibilities and way of
5 Responsibilities of
the management
bord
43 The supervisory board has approved internal rules of procedure adopted by the management
board that define the matters specified in Article 43. of the Code.
PARTIALLY working are defined by internal acts and the articles of association of the Company.
The internal documents clearly define the responsibilities and way of working
between the Management Board and the Executive Management (Leadership
Team)
5 Responsibilities of
the management
bord
44 In the case of groups, the management board of the parent company is obliged to ensure
effective oversight over the activities of other companies in the group.
YES
5 Responsibilities of
the management
bord
44 The articles of association and/or internal company acts contain rules governing responsibilities
and reporting procedures at the level of the parent company and subsidiaries.
YES
5 Composition 45 The supervisory board ensures that management maintains a profile of the management board
which determines the minimum number of members and a combination of members who possess
the skills, knowledge and education, as well as professional and practical experience that are
YES The Management Board consists of one member - Managing Director. In its
activities, the Management Board of the company closely cooperates with the
Executive Management, which together with the Director of the company consists of
5 The president 46 required for management board.
The president of the management board is formally responsible for the activities listed in Article
46. of the Code.
YES the directors of the main organizational units.
5 Limits on other
appointments
47 Internal company documents provide that the members of the management board must obtain
the prior consent of the supervisory board before accepting appointment to the management
board or supervisory board which is not part of the same group.
YES The Management Board is obliged to consult with the Chairman of the Supervisory
Board on such issues. The Management Board of Ericsson Nikola Tesla is not a
member of the Supervisory Board and / or the Management Board of the
Companies that are not part of the Ericsson Nikola Tesla Group.
5 Limits on other
appointments
47 Internal documents of the company provide that board members are prohibited from holding more
than two positions in the management or supervisory board of other such companies.
The supervisory board in the last 12 months, evaluated the effectiveness of arrangements for
YES See answer above
5 Board evaluation 48 cooperation between the supervisory board and the management board, as well as the adequacy
of support and information received from the management board.
YES
5 Board evaluation 48 Results of the evaluation of arrangements for cooperation between the supervisory board and
management are included in the annual report.
The management board has evaluated its own effectiveness and that of its individual members in
YES
5 Board evaluation 49 the last 12 months.
The management board has reported the conclusions of the evaluations of its members to the
YES
5 Board evaluation
Role of
49 supervisory board. YES The Supervisory Board does not have a formally established remuneration
6 remuneration
committee
Remuneration of
50 The duties of the remuneration board include all the activities listed in Article 50 of the Code.
The supervisory board determines the annual remuneration of of each member of the
PARTIALLY committee; these tasks are performed by the Chairman of the Supervisory Board.
6 management board
members
Remuneration of
51 management board, based on recommendations of the remuneration committee and in
accordance with the approved remuneration policy.
The level of receipts of members of the management board takes into account the agreed
YES The Supervisory Board does not have a formally established remuneration
committee; these tasks are performed by the Chairman of the Supervisory Board.
6 management board
members
52 strategy, risk appetite, the economic environment in which the company operates as well as
wages and conditions of workers within companies.
YES
6 Remuneration of
management board
members
53 Remuneration policy provides that a management board member may not dispose of the shares
assigned to it as part of the remuneration at least two years from the date on which the shares
were assigned to him or her.
NO The Management Board did not trade with shares assigned to her as part of the
remuneration.
6 Remuneration of
management board
53 Remuneration policy provides that a management board member may not make use of stock
options assigned to him or her as part of the remuneration for at least two years from the date on
NO Stock options are not part of the Management Board remuneration.
6 members
Remuneration of
management board
53 which stock options were assigned to him or her.
Remuneration policy includes provisions that closely define the circumstances in which a portion
of the remuneration of management board member was put on hold or to was asked to be
NO The employment contract defines the rights and obligations of the Management
members
Remuneration of
returned.
Remuneration level for the president of the supervisory board and of other members of the
Board.
6 supervisory board
members
Remuneration of
54 supervisory board reflects the time commitment and responsibilities, including the time
commitment and responsibilities in the committees of the supervisory board.
YES
6 supervisory board
members
55 Remuneration policy and/or internal company documents prohibit the inclusion of variable
elements or other elements related to performance in the remuneration of the supervisory board. YES
6 Reporting on 56 Remuneration policy of the company was approved by shareholders at a general meeting. NO Remuneration policy will be approved at the next General meeting.
remuneration
Reporting on
The company has made freely available on its website its remuneration policy, as approved by Remuneration policy is available at the company's intranet. It will be available on
6 remuneration 56 the shareholders. NO the Company's website in 2021.
6 Reporting on
remuneration
57 Annual report on remuneration includes data on remuneration of each individual member of the
supervisory board as well as other information contained in Article 57 of the Code.
NO Remuneration of Supervisory Board members is publish in Annual report in total
amount for all members.
Roles of the Management board, with the prior approval of the supervisory board, adopted a policy that The Company does not have a formally adopted policy that determines the nature
7 supervisory and
management
58 determines the nature and extent of risk that company needs and that is willing to take in order to
achieve all the long-term strategic objectives ( "risk appetite").
PARTIALLY and extent of risks that company needs and that is willing to take in order to
achieve its long-term goals, but those risks are regularly discussed at Supervisory
boards
Roles of the
Board meetings.
7 supervisory and 59 The management board is formally responsible for the activities listed in Article 59 of the Code. YES
management
boards
7 Role of the audit
committee
60 Terms of reference of the audit committee includes all activities listed in Article 60 of the Code. YES
7 Role of the audit
committee
61 The audit committee, the supervisory board or one of its committees, undertook the activities
referred to in Article 61 of the Code.
YES
Relations with the The audit committee oversees the process of selection and appointment of external auditors in
7 external auditor 62 accordance with the legal requirements and makes recommendations to the supervisory board
for the selection of the external auditor and conditions for their appointment.
YES
7 Relations with the
external auditor
63 The audit committee in the last 12 months approved the work plan of the external auditors, which
includes the scope and content of the activities to be audited.
YES
7 Relations with the 63 The audit committee shall meet as necessary with the external auditors to discuss the issues that YES
7 external auditor
Relations with the
64 have been identified during the audit and to oversee the quality of services provided.
The audit committee if responsible for monitoring the independence and objective of external
YES
external auditor
Relations with the
auditor.
The audit committee approved a policy on permitted non-audit services provided by the external
7 external auditor
Risk management
64 auditor.
The audit committee evaluated the effectiveness of risk management and internal control system
YES
7 and internal control 65 as a whole at least once a year. YES
7 Risk management
and internal control
65 The audit committee, where appropriate, makes recommendations to the supervisory board and
management board regarding the effectiveness of risk management and internal control systems. YES
Risk management The company maintains an effective risk management system that provides reliable identification
7 and internal control 66 of risk measurement, answers, reporting and supervision.
The company has determined clear internal responsibilities for the maintenance of the risk
YES
7 Risk management
and internal control
66 management system and a clear procedure for maintaining contact between persons responsible YES
and the audit committee.
7 Risk management
and internal control
67 The company has established an internal audit function responsible for monitoring the
effectiveness of internal control systems, including risk management.
PARTIALLY The company has established internal control systems including risk management.
The plan is to define and establish internal audit function in the coming period.
7 Risk management 67 The audit committee approved the internal audit plan in the last 12 months. PARTIALLY The internal operational audit plan was approved by the Audit Committee. The
and internal control
Risk management
The audit committee receives reports of internal auditors and monitors the implementation of its company have not established internal audit function.
The Audit Committee is regularly informed about the work and findings of internal
7 and internal control 67 recommendations. PARTIALLY operational audit and risk management.
7 Risk management
and internal control
68 The audit committee shall recommend to the supervisory board the appointment or dismissal of
the heads of the internal audit function.
NO The Company has established internal control systems including risk management.
Plan is to define and establish internal audit function in the coming period.
7 Risk management
and internal control
68 If the company des not have internal audit function, the audit committee has once in the last 12
months evaluated the need for this function as part of its assessment of internal control systems. YES
The Audit Committee used the external auditor's reports related to company's
internal audit / control system as well as the internal operational audit reports
conducted by members of the Operational Excellence/Development&Quality team.
7 Whistle-blowing 68 Management board, with the prior approval of the supervisory board, adopted a procedure for
reporting violations of laws or internal rules of the company, actual or in the case of suspected
YES
violation.
The procedure ensures that workers and external stakeholders do not suffer negative
7 Whistle-blowing 69 consequences if they report suspicious behavior. YES
7 Whistle-blowing 69 Details of the procedure for registration are available free of charge on the website of the
company.
YES
7 Whistle-blowing 70 Statute and/or internal company documents stipulate the duty of the management board to inform
the supervisory board of any irregularities and and to agree on measures that must be
YES
implemented.
7 Whistle-blowing 70 The audit committee evaluated the effectiveness of the procedure and its application in the last
12 months.
YES
8 Use of the company 71 All information that the company is required to disclose in accordance with the law, rules on the
listing, the Code and its own Articles of Association are available free of charge on the website of
PARTIALLY Remuneration policy will be approved at the next General meeting.
website the company.
8 Use of the company
website
72 The company makes freely available and easily accessible on the website all the information
requested by Article 72 of the Code.
YES
8 Use of the company
website
73 The company ensures that the information on the website is kept up to date and published in
accordance with time limits prescribed in law and regulations.
YES
8 Use of the company
website
73 All data on the website are freely available in both Croatian and English. YES
8 Annual report 74 The annual report contains all the information referred to in Article 74 of the Code. PARTIALLY They will be published in the 2020 Annual Report
9 Relations with 75 The Company ensured that all shareholders, regardless of the number or type of shares they
hold, have equal access to information about the company and about the way they can carry and
YES
shareholders protect their rights.
9 Relations with 76 The Company has established an effective formal mechanisms to ensure minority shareholders
the possibility of asking questions directly to president of the management board and president of
YES
shareholders the supervisory board, and the details of the functioning of these mechanisms are available free
of charge on the website of the company.
Relations with The Company has selected a person that will for all shareholders be the person to contact in
9 shareholders 77 relations with investors, and contact of this person is available free of charge on the website of
the company.
YES
9 General meeting 78 The articles of associationand/or internal rules of the company do not in any way limit the ability YES
of shareholders to call a general meeting, to participate in it or to add items to the agenda.
The articles of association and/or internal company documents allow shareholders the
9 General meeting 79 opportunity to exercise their right to vote by proxy without restriction. YES
9 General meeting 79 The articles of associationand/or internal company documents allow shareholders the opportunity
to exercise their right to vote electronically without restrictions.
PARTIALLY For now, it is not possible to participate in the General Meeting from a remote
location using a system of modern communication technology.
9 General meeting 79 Explanation of other ways in which shareholders can exercise its right to vote are set out in the
documents for the general meeting.
YES
9 General meeting 80 Notice of the general meeting is published no later than 30 days before it is held. YES
9 General meeting 80 The agenda, decisions and all other materials required for the general meeting are available free
of charge on the website of the company.
YES
9 General meeting 80 All documents are available in English and Croatian language. YES
9 General meeting 81 All persons referred to in Article 81 of the Code were present at the general meeting in the past
12 months.
YES
9 General meeting 81 The external auditor was present at the general meeting where financial statements are
presented.
YES
9 General meeting 82 The company has made the desicions of a general meeting freely available on its website without
delay.
YES
9 General meeting 82 Within 30 days from the date of the general meeting the company has made available on its YES
Corporate social website free of charge answers to questions raised at the general meeting.
The supervisory and managent boards have agreed and adopted policies listed in Article 83 of
10 responsibility
Corporate social
83 the Code. YES
10 responsibility 83 These policies are available free of charge on the company's website. YES
Corporate social When the management board asks prior consent from the supervisory board for the decisions,
accompanying documents explain how the recommended measure is in line with the policies
10 responsibility 84 associated with the impact assesment of company's activities on the environment and the
community, with the policies associated with the preservation of human rights and workers' rights
YES
and the measures associated with prevention and sanctioning of corruption and bribery.
10 Stakeholder
engagement
85 The supervisory board and management board jointly identified which are considered key
stakeholders in relation to company.
YES
Stakeholder Management board has ensured the existence of effective mechanisms for regular interaction
10 engagement 85 with key stakeholders, as well as to inform the supervisory board about the results of these
communications.
YES
10 Stakeholder 86 The supervisory board is authorized, subject to prior notification to the president of the
management board, to organize meetings with external stakeholders when it deems it necessary. YES
engagement In the mandate of every committee of the supervisory board it is provided for what purpose
10 Stakeholder
engagement
87 president of the committe may communicate directly with stakeholders and what procedure to YES
follow.

Talk to a Data Expert

Have a question? We'll get back to you promptly.