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Krka

Remuneration Information May 19, 2022

1983_rns_2022-05-19_fd7309e7-7fb7-469a-9d8e-46f24691fe42.pdf

Remuneration Information

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In accordance with Article 294 b of the Companies Act (ZGD-1), Krka, d. d., Novo mesto (hereinafter Krka or the company) presents

REPORT ON REMUNERATION OF MANAGEMENT AND SUPERVISORY BOARD MEMBERS OF KRKA, D. D., NOVO MESTO IN 2021

Introduction

In accordance with Article 294 a of the Companies Act, Krka, d. d. Novo mesto drafted Remuneration Policy for Management and Supervisory Bodies of Krka, d. d., Novo mesto, which the Annual General Meeting (hereinafter AGM) must approved on the basis of Paragraph 1, Article 294 a of the Companies Act. The report includes a comprehensive overview of remunerations, including any form of bonuses and fringe benefits that the company awarded to individual members of management and supervisory bodies. Since this report is on the agenda of the AGM, which also decides on the approval of the remuneration policy, it was not possible to confirm the report's compliance with the Remuneration Policy for Management and Supervisory Bodies of Krka, d. d., Novo mesto as stipulated in Article 294 b of the Companies Act, as the policy has not yet been approved by the AGM.

Remuneration of Management Board members

The Management Board consists of the following members: Jože Colarič, President of the Management Board; Aleš Rotar, Vinko Zupančič and David Bratož, Management Board members; and Milena Kastelic, Management Board member – Worker Director.

Members of the Management Board receive fixed and variable remuneration as well as bonuses and fringe benefits as per their service agreements.

Fixed remuneration of Management Board members is determined as a multiple of the average salary of all Krka employees in the last three months. These multiples are determined by the Supervisory Board upon the appointment of the Management Board and differ based on the scope of tasks and areas of work that each member of the Management Board covers. Multiple four (4) is applied to Milena Kastelic, Management Board member – Worker Director, acting as a workers' representative who represents their interests in human resource and social issues. Multiple seven (7) is applied to: David Bratož, Management Board member responsible for corporate performance management, finance, information technology, and certain administrative services; and Vinko Zupančič, Management Board member responsible for API R&D, production, and supply chain management. Multiple eight (8) is applied to Aleš Rotar, Management Board member responsible for research and development of finished products, new products, quality management, and health and safety at work. Multiple ten (10) is applied to Jože Colarič, President of the Management Board also responsible for marketing, sales, human resources, investments, industrial property, and certain administrative services. Members receive allowances for continuity of service and years of service in accordance with the same criteria as all employees. In 2021, the average monthly salary at Krka totalled €2,891.11 gross, excluding pay for annual leave, Christmas bonus, company performance bonuses, and other bonuses awarded to employees for their performance at work. The effective gross average salary is, therefore, higher.

The Supervisory Board members are not entitled to receive deferred or retained earnings. Any payments that have already been made are not returned.

Variable remuneration for Management Board members is determined annually on the basis of the policy and rules adopted by the Supervisory Board. The total of annual variable remuneration of all Management Board members may not exceed 5% of divided value. The Supervisory Board assesses the Management Board performance based on a model containing seven quantitative and four qualitative indicators. Quantitative indicators include a total of eleven points and criteria and qualitative indicators include six points and criteria. Each point represents one average fixed salary of a member.

Quantitative indicators include the following (the maximum number of points allocated which also represent criteria)

  • Growth in terms of sales revenue (2);
  • Growth in terms of sales volume (2);
  • Growth in sales revenue compared to competitors (1);
  • Increase in cash flow from operating activities (1);
  • Increase in operating profit (3);
  • Return on equity compared to competitors (1);
  • Dividends paid.

Qualitative indicators include the following (the maximum number of points allocated which also represent criteria):

  • Corporate social responsibility, company's reputation, public relations, investor relations (1);
  • Activities in new indication areas (2);
  • Implementing new requirements, entering new markets, launching new products (2);
  • Investments, human resources, and information technology (1).

Performance based on qualitative indicators is assessed based on the Management Board's report to the Supervisory Board members.

The following criteria are used to determine remuneration: 60% of the current year's performance and 40% of the performance in the past ten years. Performance in the current and past years is assessed with the same methodology. The same methodology and indicators currently apply to all members.

The following criteria for individual indicators are presented below:

QUANTITATIVE INDICATORS
Indicator Criteria No. of
payment
units
Compared to last year's realisation:
 4.1% or more than last year 2
Growth in terms of sales revenue  Between 0.1% and 4.0% more than last year 1.5
 The same as last year 1
 Up to 5% less than last year 0.5
Compared to last year's realisation:
 4.1% or more than last year 2
Growth in terms of sales volume  Between 0.1% and 4.0% more than last year 1.5
 The same as last year 1
 Up to 5% less than last year 0.5
Growth in sales revenue compared to
competitors
Growth rate is equal or higher than that of competitors. 1
Exceeding 90% of last year's realisation:
Increase in cash flow from operating for 91%, 0.1 salary is awarded as bonus;
activities for 92%, 0.2 salary is awarded as bonus; etc. 1
If 100% of last year's realisation is achieved or exceeded, 1 salary is
awarded.
Compared to last year's realisation:
Increase in operating profit  2.1 % or more than last year 3
 Between 0.1% and 2.0 % more than last year 2
 Up to 5% less than last year 1
Return on equity compared to competitors Above or at least comparable with the competition. 1
Dividends paid At least in accordance with Krka's long-term development strategy in force 1

QUALITATIVE INDICATORS

No. of
payment
Indicator Criteria units
Corporate social responsibility, company's  Very successful 1
reputation, public relations, investor relations  Successful 0.5
 Unsuccessful 0
 Very successful 2
Activities in new indication areas  Successful 1
 Unsuccessful 0
 Very successful 2
Implementing new requirements, entering  Successful 1
new markets, launching new products  Unsuccessful 0
 Very successful 1
Investments, human resources, and
information technology
 Successful 0.5
 Unsuccessful 0

Variable remuneration is paid in two parts. The first part of variable remuneration is calculated and paid on the basis of six-month business results and is paid for the current year. The second part is calculated and paid based on annual results. The first part of the payment for Management Board members may amount up to six salaries of the members, and for the President of the Management Board up to seven of his salaries. Variable remuneration exceeding this amount is paid after the completion of the audit.

Management Board members are also members of supervisory boards, supervisory committees, or boards of directors at certain subsidiaries, but do not receive additional payments for their functions.

Management Board members are entitled to following bonuses and fringe benefits:

  • Insurance in the total amount of the annual premium of €10,000 for the President of the Management Board and €5,000 for other members of the Management Board. They can select supplementary pension insurance, accident insurance, supplementary health insurance, regular life insurance without unit-linked insurance, and comparable types of insurance, excluding unit-linked life insurance.
  • Use of a company car of up to €60,000 including VAT or up to €70,000 including VAT if the vehicle is environmentally friendly, also for private purposes. The vehicle may not be replaced earlier than in three years or before it reaches at least 150,000 km, unless the Supervisory Board approves this.
  • Payment of membership fees for professional associations and clubs up to €1,500 annually.
  • Comprehensive annual medical examination. If performed in a medical institution outside Slovenia, the costs covered are comparable to the amount which would have been paid at a medical institution in Slovenia.
  • Members of the Management Board are entitled to bonuses and fringe benefits to which all Krka employees are entitled under any act. Fringe benefits include voluntary supplementary pension insurance, which is available to all Krka employees under the same conditions. The amounts of payments are limited to the maximum total annual premium that still allows the employer and the employee to be eligible for claiming tax relief. This amounts to 5.844% of the employee's annual gross salary, but not more than the absolute amount stated in the Personal Income Tax Act.

Below we present remuneration paid to Management Board members in 2021 and 2020, by payments per individual year. The table below shows remuneration paid by Krka, d. d., Novo mesto. In the 2017–2021 period, the members of the Management Board received no remuneration paid by other Group companies. The members of the Management Board were also provided with no financial benefits or services approved or provided by a third party with regard to their activities. Remuneration differs from that presented in the annual report, since the remuneration in the annual report is presented according to the cost principle.

Remuneration paid to Management Board members in 2021

Fixed remuneration Variable
remuneration
Total Ratio of fixed and
variable
remuneration
Net Net
fringe
benefits
and
other
Gross payout earnings Gross Net Gross Net Fixed Variable
Jože Colarič 429,784 177,447 6,701 800,656 313,961 1,230,440 498,109 34.9% 65.1%
Aleš Rotar 341,972 141,195 10,741 517,146 203,445 859,118 355,381 39.8% 60.2%
Vinko Zupančič 289,358 119,192 13,415 430,288 168,801 719,646 301,408 40.2% 59.8%
David Bratož 282,534 119,441 10,864 422,586 166,922 705,120 297,227 40.1% 59.9%
Milena Kastelic 169,152 78,090 5,937 79,744 32,999 248,896 117,026 68.0% 32.0%
Total remuneration of
Management Board members
1,512,800 635,365 47,658 2,250,420 886,128 3,763,220 1,569,151 40.2% 59.8%

Net fringe benefits and other earnings of Management Board members in 2021

Refund of
Executive Supplementary work Pay for
health pension Anniversary Other related annual
insurance insurance bonuses bonuses costs leave Total
Jože Colarič 0 2,819 0 1,865 40 1,977 6,701
Aleš Rotar 0 2,819 0 4,890 1,055 1,977 10,741
Vinko Zupančič 0 2,819 0 7,744 875 1,977 13,415
David Bratož 0 2,819 1,338 3,665 1,065 1,977 10,864
Milena Kastelic 0 2,819 0 51 1,090 1,977 5,937
Total remuneration of
Management Board members 0 14,095 1,338 18,215 4,125 9,885 47,658

Remuneration paid to Management Board members in 2020

Fixed remuneration Variable
remuneration
Total Ratio between fixed
and variable
remuneration
Net Net
fringe
benefits
and
other
Gross payout earnings Gross Net Gross Net Fixed Variable
Jože Colarič 429,884 176,104 8,080 723,423 283,783 1,153,307 467,967 37.3% 62.7%
Aleš Rotar 345,743 140,637 12,881 484,775 190,786 830,518 344,304 41.6% 58.4%
Vinko Zupančič 288,405 119,213 12,942 403,263 159,067 691,668 291,222 41.7% 58.3%
David Bratož 279,751 118,844 9,771 395,987 156,510 675,738 285,125 41.4% 58.6%
Milena Kastelic 168,063 78,141 5,676 78,874 32,707 246,937 116,524 68.1% 31.9%
Total remuneration of
Management Board members
1,511,846 632,939 49,350 2,086,322 822,853 3,598,168 1,505,142 42.0% 58.0%

Net fringe benefits and other earnings of Management Board members in 2020

Refund of
Executive Supplementary work Pay for
health pension Anniversary Other related annual
insurance insurance bonuses bonuses costs leave Total
Jože Colarič 0 2,819 0 3,404 50 1,807 8,080
Aleš Rotar 0 2,819 1,861 5,279 1,115 1,807 12,881
Vinko Zupančič 0 2,819 0 7,336 980 1,807 12,942
David Bratož 0 2,819 0 4,095 1,050 1,807 9,771
Milena Kastelic 0 2,819 0 30 1,020 1,807 5,676
Total remuneration of
Management Board members
0 14,095 1,861 20,144 4,215 9,035 49,350

Total remuneration paid to Management Board members in the last five years

Fixed remuneration Variable
remuneration
Total Ratio between fixed
and variable
remuneration
Net
fringe
benefits
and
Net other
Gross payout earnings Gross Net Gross Net Fixed Variable
2021 1,512,800 635,365 47,658 2,250,420 886,128 3,763,220 1,569,151 40.2% 59.8%
2020 1,511,846 632,939 49,350 2,086,322 822,853 3,598,168 1,505,142 42.0% 58.0%
2019 1,479,919 615,791 47,255 1,796,755 708,176 3,276,674 1,371,222 45.2% 54.8%
2018 1,423,936 598,428 40,954 1,532,341 605,492 2,956,277 1,244,874 48.2% 51.8%
2017 1,401,777 592,291 38,167 983,795 391,901 2,385,572 1,022,359 58.8% 41.2%

Total net fringe benefits and other earnings paid to Management Board members in the last five years

Refund of
Executive Supplementary work Pay for
health pension Anniversary Other related annual
insurance insurance bonuses bonuses costs leave Total
2021 0 14,095 1,338 18,215 4,125 9,885 47,658
2020 0 14,095 1,861 20,144 4,215 9,035 49,350
2019 2,703 14,095 0 20,585 3,863 6,009 47,255
2018 4,731 14,095 0 15,031 3,819 3,278 40,954
2017 1,054 14,095 3,019 13,457 3,617 2,925 38,167

The table below shows an employee's average gross salary in the last five years, excluding Christmas bonuses and company performance bonuses. Remuneration paid to members of the Management Board is excluded from this table:

2021 2020 2019 2018 2017
Average annual gross salary 2,878 2,874 2,844 2,732 2,708

Taking into account Christmas and company performance bonuses in the calculation of the average salary, an employee's average gross salary in the last five years is as follows:

2021 2020 2019 2018 2017
Average annual gross salary 3,449 3,401 3,292 3,086 3,002

The following data on the operations of the Krka Group and Krka in the last five years are taken into account when calculating variable remuneration:

€ thousand 2021 2020 2019 2018 2017
Krka
Group
Revenue 1,565,802 1,534,941 1,493,409 1,331,858 1,266,392
– Growth index 102 103 112 105 108
Quantities sold (in million pieces) 15,854 15,477 14,402 14,246 13,347
– Growth index 102 107 101 107 101
Net cash flow from operating activities 386,097 360,759 349,523 289,952 227,827
– Growth index 107 103 121 127 107
Operating profit 354,788 390,744 274,195 232,686 198,741
– Growth index 91 143 118 117 162
Percentage of dividends paid in the profit
attributable to majority equity holders of the Krka 53.6% 54.3% 58.2% 60.8% 81.7%
Group
Krka
Revenue 1,381,367 1,447,112 1,390,248 1,231,784 1,197,756
– Growth index 95 104 113 103 112
Net cash flow from operating activities 348,239 352,510 276,996 245,326 272,448
– Growth index 99 127 113 90 227
Operating profit 273,325 338,882 263,852 199,305 196,953
– Growth index 81 128 132 101 199

Remuneration paid to Supervisory Board members

The table below shows the composition of the Supervisory Board of Krka in 2021.

Composition of the Supervisory Board in 2021

Jože
Mermal
Borut
Jamnik
Matej
Lahovnik
Julijana
Kristl
Boris
Žnidarič
Mojca
Osolnik
Videmšek
Franc
Šašek
Mateja
Vrečer
Tomaž
Sever
Function President Member Deputy
President
Member Member Member Deputy
President
Member Member
Committee
membership
No President of
the Audit
Committee
Member of
the
Audit
Committee
Member of
the
Human
Resource
Committee
President of
the Human
Resource
Committee
Member of
the
Audit
Committee
Member of
the
Audit
Committee
Member of
the Human
Resource
Committee
Member of
the
Human
Resource
Committee
Representative
of
Shareholders Shareholders Shareholders Shareholders Shareholders Shareholders Employees Employees Employees

At the 27th AGM of 8 July 2021, Resolution 4 was adopted, determining the remuneration paid to the members of the Supervisory Board. Prior to that, remuneration was paid to Supervisory Board members in accordance with Resolution 3, adopted at the 16th AGM of 7 July 2011.

Supervisory Board members receive an attendance fee of €275,00 gross per member for attending the Supervisory Board meetings. Supervisory Board committee members receive an attendance fee for their participation in committee meetings. The attendance fee for committee meetings accounts for 80% of the attendance fee received for Supervisory Board meetings. The attendance fee for participating in correspondence sessions amounts to 80% of the usual attendance fee. Irrespective of the above and of the number of attendances in a financial year, each member of the Supervisory Board is entitled to receive attendance fees up until the total amount of attendance fees reaches 50% of the basic annual pay for exercising their function on the Supervisory Board. Irrespective

of the above and of the number of Supervisory Board and committee meetings attended in a financial year, the Supervisory Board members who are members of one or more Supervisory Board committees are entitled to receive attendance fees up until the total amount of attendance fees received, based either on attending Supervisory Board meetings or Supervisory Board committee meetings, reaches 75% of the basic annual pay for exercising their function.

In addition to attendance fees, the Supervisory Board members receive a basic annual pay of €15,000.00 gross per member for exercising their function. The President of the Supervisory Board is entitled to additional compensation amounting to 50% of the basic pay for exercising the function of a Supervisory Board member. The Deputy President of the Supervisory Board is entitled to additional compensation totalling 10% of the basic pay for exercising the function of a Supervisory Board member. Supervisory Board committee members receive additional compensation amounting to 25% of the basic pay for exercising the function of a Supervisory Board member. The presidents of committees are entitled to additional compensation totalling 37.5% of the basic pay for exercising the function of a Supervisory Board member. Every financial year, irrespective of the above and thus of the number of committees where an individual is a committee member or president, each Supervisory Board committee member is entitled to additional compensation for exercising their function up until the total amount of additional compensation reaches 50% of the basic annual pay for exercising the function of a Supervisory Board member. Every financial year, irrespective of the above and thus of the number of committees where an individual is a committee member or president—if the Supervisory Board member's term of office is shorter than the financial year—the Supervisory Board committee member is entitled to additional compensation for executing their function up until the total amount of additional compensation reaches 50% of the basic annual pay for exercising the function of a Supervisory Board member, taking into account payments they are entitled to for the duration of their term of office in the financial year.

Supervisory Board members are also eligible for additional compensation for special tasks. A task is considered a special task when it is unusual, extends over a longer period, is more complex, and generally lasts for at least a month. With the consent of the Supervisory Board member, the Supervisory Board has the authority to assign special tasks to this member, decide on the tasks' duration and on additional compensation for preforming special tasks in accordance with the resolution of the AGM. The Supervisory Board also has the authority to decide on additional compensation for special tasks of Supervisory Board members resulting from objective circumstances at the company. Additional compensation for special tasks is only permitted during the period when special tasks are actually performed. The Supervisory Board is exceptionally allowed to decide on such matter retrospectively (especially with regard to special tasks resulting from objective circumstances at the company), but only for the previous financial year. Members are allowed to receive annual additional compensation for special tasks which may not exceed 50% of the basic pay for exercising the function of a Supervisory Board member, regardless of the number of special tasks performed. When determining the amount of additional compensation, the complexity of a special task is considered and the related increase in workload and responsibility. Additional compensation is calculated according to the time required to actually perform the special task.

Supervisory Board members receive a basic pay, additional compensation for exercising their function, and additional compensation for performing special tasks in equal monthly payments, to which they are entitled as long as they exercise their function and/or perform a special task. The monthly payment amounts to one twelfth of the above annual amounts. Depending on the circumstances, additional compensation for special tasks may also be paid in a lump sum when the special task is completed.

The limit of total amount of attendance fees or additional compensation paid to Supervisory Board members do not affect, in any way or form, their obligation to actively participate in all Supervisory Board meetings and meetings of the committees of which they are members, and their legal liability.

The Supervisory Board members are entitled to reimbursement of travel and accommodation expenses incurred in connection with their work on the Supervisory Board up to the amount specified in the rules regulating the reimbursement of work-related expenses and other income not included in the tax base (provisions applicable to business travel and overnight accommodation on business trips). The amount that the Supervisory Board member is entitled to in accordance with the above rule has to be grossed-up, so that the net payout equals actual travel expenses incurred. Mileage is determined based on distances between places calculated on the website of AMZS (Slovene national automobile association). Accommodation expenses may only be reimbursed if the distance between the permanent or the temporary residence of a Supervisory Board member or a Supervisory Board committee member and their place of work is at least 100 kilometres and if the member is not able to return to their place of residence due to unavailability of public transport or other objective reasons.

Below we present remuneration paid to Supervisory Board members in 2021 and 2020. The table below shows remuneration paid by Krka, d. d., Novo mesto. In the 2017–2021 period, the members of the Supervisory Board received no remuneration paid by other Group companies. The members of the Supervisory Board were provided no financial benefits or services approved or provided by a third party with regard to their activities.

Remuneration paid to Supervisory Board members in 2021

Basic pay for
exercising the
function
Attendance fees Commuting
allowances
Total
Gross Net Gross Net Gross Net Gross Net
Remuneration paid to members of the
Supervisory Board, owner representatives
Jože Mermal 33,514 24,375 1,650 1,200 0 0 35,164 25,575
Matej Lahovnik 30,822 22,417 2,970 2,160 227 165 34,019 24,742
Borut Jamnik 31,607 22,987 2,970 2,160 0 0 34,577 25,148
Julijana Kristl 29,699 21,600 2,530 1,840 420 306 32,650 23,746
Mojca Osolnik Videmšek 29,699 21,600 2,970 2,160 402 292 33,071 24,053
Boris Žnidarič 31,607 22,987 2,530 1,840 407 296 34,544 25,124
Remuneration paid to members of the
Supervisory Board, employee
representatives
Franc Šašek 31,225 22,710 2,970 2,160 0 0 34,195 24,870
Tomaž Sever 29,699 21,600 2,530 1,840 513 373 32,742 23,813
Mateja Vrečer 29,699 21,600 2,530 1,840 0 0 32,229 23,440
Total remuneration paid to members of
the Supervisory Board
277,571 201,877 23,651 17,201 1,969 1,432 303,191 220,511

Remuneration paid to Supervisory Board members in 2020

Basic pay for
exercising the
Commuting
function Attendance fees allowances Total
Gross Net Gross Net Gross Net Gross Net
Remuneration paid to members of the
Supervisory Board, owner representatives
Jože Mermal 22,849 16,618 2,101 1,528 0 0 24,950 18,146
Matej Lahovnik* 7,313 5,319 770 560 217 158 8,299 6,036
Borut Jamnik 21,312 15,501 3,245 2,360 0 0 24,558 17,861
Julijana Kristl 19,174 13,945 2,365 1,720 436 317 21,976 15,983
Mojca Osolnik Videmšek 19,375 14,091 3,245 2,360 538 391 23,158 16,843
Boris Žnidarič 19,777 14,384 3,025 2,200 424 308 23,226 16,892
Andrej Slapar** 14,566 10,594 1,678 1,220 0 0 16,243 11,814
Remuneration paid to members of the
Supervisory Board, employee
representatives
Franc Šašek 20,925 15,219 3,245 2,360 0 0 24,170 17,579
Tomaž Sever 19,375 14,091 2,145 1,560 518 377 22,038 16,028
Mateja Vrečer 19,375 14,091 2,365 1,720 0 0 21,740 15,811
Total remuneration paid to members of
the Supervisory Board
184,040 133,852 24,184 17,589 2,133 1,551 210,357 152,993

* Member of the Supervisory Board since 21 August 2020

** Member of the Supervisory Board until 20 August 2020

Total remuneration paid to Supervisory Board members in the last five years*

Basic pay for exercising
the function
Attendance fees Commuting allowances Total
Gross Net Gross Net Gross Net Gross Net
2021 277,571 201,877 23,651 17,201 1,969 1,432 303,191 220,511
2020 184,040 133,852 24,184 17,589 2,133 1,551 210,357 152,993
2019 177,949 129,560 20,736 15,081 2,865 2,168 201,550 146,809
2018 180,396 131,895 18,385 13,433 10,241 7,833 209,021 153,212
2017 181,999 132,704 20,425 14,880 6,428 4,897 208,853 152,481

* This table includes remuneration of all Supervisory Board members by years, not only remuneration of Supervisory Board members in 2021.

Novo mesto, 6 May 2022

Jože Colarič President of the Management Board and CEO

Dr Aleš Rotar Member of the Management Board

Dr Vinko Zupančič Member of the Management Board

David Bratož Member of the Management Board

Milena Kastelic Member of the Management Board – Worker Director

This is a translation of the original report in Slovene language

INDEPENDENT AUDITOR'S LIMITED ASSURANCE REPORT

To the shareholders of Krka, d. d., Novo mesto

Pursuant to the contract agreed with Krka. d. d., Novo mesto ("Company") on 12 April 2022, we have reviewed the accompanying Remuneration Report prepared by the management of the Krka, d. d., Novo mesto on 6 May 2022 which presents all remuneration payment and Supervisory Board members in the year ended on 31 December 2021, as required by Article 294.b. of the Companies Act-1 (ZGD-1) ("the Remuneration Report").

Management board and Supervisory board Responsibilities

The Company's Management board and Supervisory board is responsible for the preparation of the Remuneration Report in accordance with the Article 294.b of the Companies Act (ZGD-1). In particular, the Company's Management board and Supervisory board is responsible for internal controls being designed and implemented to prevent the Remuneration Report from being materially misstated, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express a conclusion on limited assurance of the accompanying Remuneration Report based on the work performed and evidence obtained. Our limited assurance engagement was conducted in accordance with International Standard on Assurance Engagements 3000 (Revised) - Assurance Engagements Other Than Audits or Reviews of Historical Financial Information (ISAE 3000 (Revised)), issued by the International Auditing and Assurance Standards Board (IAASB). The standard requires that we plan and perform the engagement to obtain limited assurance about the fact that nothing has come to our attention that causes us to believe that the Remuneration Report contains material misstatements, among other, in respect of compliance with requirements of Article 204.b of the Companies Act, the accuracy of presented transactions, all in consideration of the citeria identified below.

Definition of Criteria

When performing our procedures we assessed whether the Remuneration Report, prepared by the management of Krka, d. d., Novo mesto for the year ended 31 December 2021, contains information required by the Paragraphs 2 and 3 of the Article 294.b of the Companies Act (ZGD-1).

Our independence and quality management

We have acted in accordance with the independence requirements of the International Ethics Standards Board of Accountants' (IESBA) International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), which is based on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional conduct.

Our firm operates in accordance with International Standards on Quality Control (ISOQ 1) and maintains a comprehensive quality management system, including documented policies and procedures regarding compliance with ethical requirements of professional standards and applicable legal and regulatory requirements.

Summary of work performed

As part of our work we performed, amongst other, the following procedures:

  • · obtained understanding of the Company's internal controls, processes and systems set up for the preparation of the Remuneration Report
  • performed reconciliation, on the sample basis, of input data disclosed in the Remuneration Report with the supporting documentation provided by the Company
  • inquired the Management board and Supervisory board members on the accuracy of the information presented in the Remuneration Report
  • read the Remuneration Report and confirmed that the representations in the Remuneration Report are done in accordance with the Article 294.b of the Companies Act (ZGD-1)

The nature and scope of our work were determined on the basis of risk assessment and our professional judgement exercised for the purpose of obtaining a limited assurance and do not include an opinion of the appropriateness of the management remuneration policy.

Procedures aimed at gathering evidence for the purpose of limited assurance engagements are more limited than is the case when issuing a reasonable assurance and accordingly, less assurance is given than in the case of a reasonable assurance or an audit.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.

Emphasis of matter

We draw attention to introduction paragraph in the Remuneration Report which describes that Remuneration Policy has not yet been approved at the general assembly as required in article 204.b of ZGD-1. The remuneration report has been prepared based on the remuneration policies that were in force 2021. Accordingly, the requirement of 204.b of ZGD-1 for the company to confirm that the remuneration presented in the Remuneration report is in compliance with remuneration policy approved by general assembly, was not possible.

Our conclusion is not modified in respect of this matter.

Conclusion

Based on the work performed and evidence obtained, nothing has come to our attention that causes us to believe that the Remuneration report prepared by the management of Krka, d. d., Novo mesto for the year end-end 31 December 2021 does not contain data, in all material respects, in accordance with Paragraphs 2 and 3 of the Article 294.b of the Companies Act (ZGD-1).

Ljubljana, 6 May 2022

rector, Certified Auditor Ernst & Young d.o.o. /Dunajska cesta 111, Ljubljana

Mihael Rot ertified Auditor

ERNST & YOUNG Revizija, poslovno svetovanje d.o.o., Ljubljana 1

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