Ericsson Nikola Tesla d.d.

Governance Information • Apr 3, 2024

Year	Institution code
2023	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.	YES
1	Cooperation	2	The supervisory board has adopted a decision in which it stated categories of decisions and legal 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.	YES
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 to be taken in case of its violations.	YES
1	Rules of conduct	6	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
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. Management board members have a duty to inform the president of the supervisory board and	YES
2	Conflict of interest	8	other members of the management board of an actual or potential conflict of interest.	YES
2 2	Conflict of interest Conflict of interest	8 9	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 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 YES	We emphasize that there were no such circumstances.
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
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 the company.	YES
2	Related party transactions	12	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 any party).	YES
2	Related party transactions	12	The audit committee annually assesses the effectiveness of these procedures.	YES
3	The role of the	13	The supervisory board is responsible for appointing and dismissing members of the management board and making recommendations for candidates for members of the supervisory board to the	YES
3	supervisory board The role of the	13	general meeting. The supervisory board has approved formal and transparent procedure for the appointment to	YES
3	supervisory board The role of the supervisory board	14	both management and supervisory boards. The supervisory board has set as a target percentage of female members of the supervisory 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	YES
	The role of the		annual report.
3	supervisory board	14	A report explaining progress on the plan has been published in the annual report.	YES	The Supervisory Board does not have a formally established nomination committee;
3	The role of the nomination committee Election of	15	The nomination committee has all the tasks listed in Article 15 of the Code.	PARTIALLY	these tasks are performed by the Chairperson of the Supervisory Board on behalf of the entire Board. The tasks are defined in the Rules of procedure of Ericsson Nikola Tesla Supervisory Board.
3	supervisory board members by the general meeting Election of	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	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.	YES
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.	YES
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 Supervisory Board member, the profile of the Supervisory Board and the necessary competencies required from the new members is taken into account.
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.
4 4	Composition President	22 23	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 YES
4	Board committees	24	Code. Supervisory board established the nomination committee.	PARTIALLY	The Supervisory Board does not have a formally established nomination committee; these tasks are performed by the Chairperson of the Supervisory Board. These tasks are defined in the Rules of procedure of Ericsson Nikola Tesla Supervisory
4	Board committees	24	Supervisory board established the renumeration committee.	PARTIALLY	Board. The Management Board has one member. The Supervisory Board does not have a formally established renumeration committee; these tasks are performed by the Chairperson of the Supervisory Board on behalf of the entire Board.
4	Board committees	24	Supervisory board established the audit committee.	YES
4 4	Board committees Board committees	24 26	The supervisory board stipulated the manadate and activities of each committee. 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 YES
			committee responsibilities effectively.
4 4	Board committees Board committees	27 27	Each committee of the supervisory board has at least three members. Majority of the members of each committee of the supervisory board are independent (as defined	YES YES
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
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
4	Time commitment	29	The minimun expected time commitmnet of each supervisory board member is specified on their appointment.	YES

			The annual report includes record of attendance at the meetings for each member of the
4	Time commitment	29	supervisory board and its committees.	YES
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	YES
			supervisory board or the management board of other companies.
4	Frequency and format of meetings	31	The supervisory board meets at least every three months.	YES
4	Frequency and	31	The supervisory board has adopted a workplan that includes time and agenda of future meetings. YES
4	format of meetings Frequency and	31	Committees of the supervisory board shall meet as often as necessary for the effective discharge	YES
	format of meetings Frequency and		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
4	format of meetings	32	considers it appropriate.	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.	YES
			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,
4	Support	33	advising the supervisory board on governance matters, supporting the president of the	YES
	Quality and		supervisory board and helping the supervisory board and committees to function efficiently.
4	timeliness of	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
	information Quality and		The bord committee terms of reference and/or internal acts require the materials for board
4	timeliness of information	34	committee meetings to be provided to all its members at least one week before the meeting.	YES
	Quality and		The articles of association and/or internal company acts anticipate that the minutes of the
4	timeliness of information	35	meeting of the supervisory board must be available to all members of the supervisory board.	YES
4	Quality and timeliness of	35	Supervisory Board meeting minutes provide data on voting results including details of how	YES
	information		individual members voted.
	Quality and		The supervisory board has the right to receive information and advice from people outside the company at the expense of the company if it considers it necessary to successfully carry out its
4	timeliness of information	36	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	Training and	37	All members of the supervisory board at the time of appointment received introduction training for	YES
	development Training and		their role. All supervisory bord members receive ongoing training and education to improve their sills and
4	development	37	knowledge.	YES
4	Training and development	38	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.	YES
4	Supervisory board	39	The supervisory board assessed the individual results of its members in the last 12 months.	YES
	evaluation Supervisory board
4	evaluation	39	The evaluation of the supervisory board was led by the president or deputy president.	YES
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	YES
4	Supervisory board evaluation	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.	YES
	Responsibilities of
5	the management bord	42	The duties of management board include all the activities listed in Article 42 of the Code.	YES
	Responsibilities of				The Management Board consists of one member whose responsibilities and way of
5	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.	NO	working are defined in the articles of association of the Company, Corporate governance principles of Ericsson Nikola Tesla and Governance model in Ericsson
	Responsibilities of				Nikola Tesla Group.
5	the management	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
	bord Responsibilities of
5	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
					her tasks, the Management Board closely cooperates with the Executive
			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		Management, which beside the Managing Director consists of the Directors of the main organizational units. Furthermore, in order to ensure additional transparency
5	Composition	45	the skills, knowledge and education, as well as professional and practical experience that are required for management board.	YES	when making certain key decisions, the following committees were established: Risk and Compliance Board, Investment Board, Innovation Steering Committee,
					Technology Management Board, Group Digital Transformation Program Board,
			The president of the management board is formally responsible for the activities listed in Article		Steering Committee for Real Estate.
5	The president	46	46. of the Code.	YES
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	YES
	Limits on other		board or supervisory board which is not part of the same group. Internal documents of the company provide that board members are prohibited from holding more		The Management Board consists of one member - Managing Director. In performing
5	appointments	47	than two positions in the management or supervisory board of other such companies.	YES
5	Board evaluation	48	The supervisory board in the last 12 months, evaluated the effectiveness of arrangements for cooperation between the supervisory board and the management board, as well as the adequacy	YES
			of support and information received from the management board. Results of the evaluation of arrangements for cooperation between the supervisory board and
5	Board evaluation	48	management are included in the annual report.	YES
5	Board evaluation	49	The management board has evaluated its own effectiveness and that of its individual members in the last 12 months.	YES
5	Board evaluation	49	The management board has reported the conclusions of the evaluations of its members to the supervisory board.	YES
	Role of				The Supervisory Board does not have a formally established remuneration
6	remuneration committee	50	The duties of the remuneration board include all the activities listed in Article 50 of the Code.	PARTIALLY	committee; these tasks are performed by the Chairperson of the Supervisory Board.
6	Remuneration of management board	51	The supervisory board determines the annual remuneration of of each member of the management board, based on recommendations of the remuneration committee and in	YES
	members		accordance with the approved remuneration policy.
6	Remuneration of management board	52	The level of receipts of members of the management board takes into account the agreed strategy, risk appetite, the economic environment in which the company operates as well as	YES
	members		wages and conditions of workers within companies.
	Remuneration of		Remuneration policy provides that a management board member may not dispose of the shares		In accordance with the Remuneration Policy, the Management Board is obliged to keep the shares for at least one year from the date on which the shares were
6	management board members	53	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.	PARTIALLY	assigned to her. However, the Management Board of Ericsson Nikola Tesla did not dispose of shares assigned to her as part of remuneration for more than two year
					from the date they were assigned.
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.
	members		which stock options were assigned to him or her.
6	Remuneration of management board	53	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	When creating a new Remuneration Policy, this provision will be included.
	members Remuneration of		returned. Remuneration level for the president of the supervisory board and of other members of the
6	supervisory board members	54	supervisory board reflects the time commitment and responsibilities, including the time commitment and responsibilities in the committees of the supervisory board.	YES
	Remuneration of		Remuneration policy and/or internal company documents prohibit the inclusion of variable
6	supervisory board members	55	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.	YES
	remuneration Reporting on	56	The company has made freely available on its website its remuneration policy, as approved by	YES
6	remuneration Reporting on		the shareholders. Annual report on remuneration includes data on remuneration of each individual member of the
6	remuneration	57	supervisory board as well as other information contained in Article 57 of the Code.	YES
	Roles of the supervisory and		Management board, with the prior approval of the supervisory board, adopted a policy that
7	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").	YES
	boards Roles of the
7	supervisory and management	59	The management board is formally responsible for the activities listed in Article 59 of the Code.	YES
	boards
7	Role of the audit committee Role of the audit	60	Terms of reference of the audit committee includes all activities listed in Article 60 of the Code. The audit committee, the supervisory board or one of its committees, undertook the activities	YES

7	Relations with the	62	The audit committee oversees the process of selection and appointment of external auditors in accordance with the legal requirements and makes recommendations to the supervisory board	YES
	external auditor		for the selection of the external auditor and conditions for their appointment.
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
	external auditor Relations with the		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
7	external auditor	64	auditor.	YES
7	Relations with the external auditor	64	The audit committee approved a policy on permitted non-audit services provided by the external auditor.	YES
7	Risk management	65	The audit committee evaluated the effectiveness of risk management and internal control system	YES
	and internal control		as a whole at least once a year.
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.	YES
7	Risk management	66	The company has determined clear internal responsibilities for the maintenance of the risk management system and a clear procedure for maintaining contact between persons responsible	YES
	and internal control		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.	YES
7	Risk management	67	The audit committee approved the internal audit plan in the last 12 months.	YES
	and internal control Risk management		The audit committee receives reports of internal auditors and monitors the implementation of its
7	and internal control	67	recommendations.	YES
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.	YES
	Risk management		If the company des not have internal audit function, the audit committee has once in the last 12
7	and internal control	68	months evaluated the need for this function as part of its assessment of internal control systems. NO		The Company has internal audit function.
			Management board, with the prior approval of the supervisory board, adopted a procedure for
7	Whistle-blowing	68	reporting violations of laws or internal rules of the company, actual or in the case of suspected violation.	YES
7	Whistle-blowing	69	The procedure ensures that workers and external stakeholders do not suffer negative	YES
			consequences if they report suspicious behavior. Details of the procedure for registration are available free of charge on the website of the
7	Whistle-blowing	69	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
	Use of the company		All information that the company is required to disclose in accordance with the law, rules on the
8	website	71	listing, the Code and its own Articles of Association are available free of charge on the website of the company.	YES
8	Use of the company	72	The company makes freely available and easily accessible on the website all the information	YES
	website Use of the company		requested by Article 72 of the Code. The company ensures that the information on the website is kept up to date and published in
8	website	73	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.	YES
	Relations with		The Company ensured that all shareholders, regardless of the number or type of shares they
9	shareholders	75	hold, have equal access to information about the company and about the way they can carry and protect their rights.	YES
			The Company has established an effective formal mechanisms to ensure minority shareholders
9	Relations with shareholders	76	the possibility of asking questions directly to president of the management board and president of the supervisory board, and the details of the functioning of these mechanisms are available free	YES
			of charge on the website of the company.
9	Relations with	77	The Company has selected a person that will for all shareholders be the person to contact in relations with investors, and contact of this person is available free of charge on the website of	YES
	shareholders
			the company.
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.
9	General meeting	79	The articles of association and/or internal company documents allow shareholders the	YES
			opportunity to exercise their right to vote by proxy without restriction. The articles of associationand/or internal company documents allow shareholders the opportunity
9	General meeting	79	to exercise their right to vote electronically without restrictions.	YES
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
			All persons referred to in Article 81 of the Code were present at the general meeting in the past		The maximum possible presence was achieved. The following persons were present at the General Meeting: three members of the Supervisory Board, one of
9	General meeting	81	12 months.	PARTIALLY	whom is the deputy chairman of the Supervisory Board and the chairman of the
			The external auditor was present at the general meeting where financial statements are		Audit Committee, the Company's Management Board and External Auditors.
9	General meeting	81	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	83	the Code.	YES
10	Corporate social responsibility	83	These policies are available free of charge on the company's website.	YES
			When the management board asks prior consent from the supervisory board for the decisions,
	Corporate social		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	85	The supervisory board and management board jointly identified which are considered key	YES
	engagement		stakeholders in relation to company. Management board has ensured the existence of effective mechanisms for regular interaction
10	Stakeholder engagement	85	with key stakeholders, as well as to inform the supervisory board about the results of these	YES
			communications.
10	Stakeholder engagement	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
10	Stakeholder	87	In the mandate of every committee of the supervisory board it is provided for what purpose president of the committe may communicate directly with stakeholders and what procedure to	YES