AD Plastik d.d.

Governance Information • Aug 31, 2020

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.	NO	The Management Board adopted the Code of Business Conduct, but the Supervisory Board was not asked to approve it because there was no such requirement in 2019.
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.	PARTIALLY	The prohibitions prescribed by the Companies Act are being applied.
2	Conflict of interest	7	The supervisory board has given prior consent to the policy for managing conflicts of interest.	NO	There was no such requirement in 2019.
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.	NO	There was no such requirement in 2019.
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.	NO	There were no such notices.
2	Conflict of interest	9	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.	NO	There was no such requirement in 2019.
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.	DA
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.	NE	There were no such cases.

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.	PARTIALLY	There was no such requirement in 2019 and the Company was guided by the requirements of the Companies Act and other relevant acts and regulations.
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.	NO	There was no such requirement in 2019.
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).	PARTIALLY	The Company has appointed a Commission for the Verification of Related Party Transactions in the sense of Articles 263a and 263b of the Companies Act, the task of which is to carry out the procedure for the verification of transactions with related parties.
2	Related party transactions	12	The audit committee annually assesses the effectiveness of these procedures.	NO	There was no such requirement in 2019.
3	The role of the supervisory board	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 general meeting.	YES
3	The role of the supervisory board	13	The supervisory board has approved formal and transparent procedure for the appointment to both management and supervisory boards.	YES
3	The role of the supervisory board	14	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 annual report.	NO	There was no such requirement in 2019.
3	The role of the supervisory board	14	A report explaining progress on the plan has been published in the annual report.	NO	There was no such requirement in 2019.
3	The role of the nomination committee	15	The nomination committee has all the tasks listed in Article 15 of the Code.	PARTIALLY	There was no such requirement in 2019. The tasks of the Appointment Committee are regulated by the Rules of Procedure of the said Committee and they need to be brought in line with Article 15 of the Code.
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.	PARTIALLY	There was no such requirement in 2019 and the Company was guided by the requirements of the Companies Act and other relevant regulations.
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.	PARTIALLY	There was no such requirement in 2019. The available information needs to be brought in line with Article 16 of the Code.
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	There was no such requirement in 2019.
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.	PARTIALLY	There was no special requirement in 2019. The Company was guided by the Company Charter, Policies and other internal rules.
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	Most members do not meet the independence requirements set out in Appendix A, and we have acted in accordance with the Stock Exchange Rules.

4	Composition	22	The President or deputy president of the supervisory board are independent.	NO	There was no such requirement in 2019. Neither the President nor the Deputy President of the Supervisory Board met the independence requirements set out in Appendix A.
4	President	23	The president of the supervisory bord is responible for the activities listed in Article 23. of the Code.	YES
4	Board committees	24	Supervisory board established the nomination committee.	YES
4	Board committees	24	Supervisory board established the renumeration committee.	YES
4	Board committees	24	Supervisory board established the audit committee.	YES
4	Board committees	24	The supervisory board stipulated the manadate and activities of each committee.	YES
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 committee responsibilities effectively.	YES
4	Board committees	27	Each committee of the supervisory board has at least three members.	YES
4	Board committees	27	Majority of the members of each committee of the supervisory board are independent (as defined in Appendix A of the Code).	NO	The majority of the members of each committee of the Supervisory Board are not independent in accordance with the definition of Appendix A of the Code.
4	Board committees	27	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
4	Time commitment	29	The annual report includes record of attendance at the meetings for each member of the 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 supervisory board or the management board of other companies.	NO	There was no such requirement in 2019.
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
4	Frequency and format of meetings	31	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.	YES
4	Frequency and format of meetings	32	The supervisory board can meet without the participation of the management board where it 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
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
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
4	Quality and timeliness of information	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
4	Quality and timeliness of information	35	The articles of association and/or internal company acts anticipate that the minutes of the meeting of the supervisory board must be available to all members of the supervisory board.	YES

4	Quality and timeliness of information	35	Supervisory Board meeting minutes provide data on voting results including details of how individual members voted.	YES
4	Quality and timeliness of information	36	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 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 development	37	All members of the supervisory board at the time of appointment received introduction training for their role.	YES
4	Training and development	37	All supervisory bord members receive ongoing training and education to improve their sills and 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 evaluation	39	The supervisory board assessed the individual results of its members in the last 12 months.	YES
4	Supervisory board 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	NO	There was no such requirement in 2019.
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.	NO	There was no such requirement in 2019.
5	Responsibilities of the management bord	42	The duties of management board include all the activities listed in Article 42 of the Code.	YES
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.	NO	The Supervisory Board assigned the responsibilities of the members of the Management Board when making the decision on their appointment in 2016.
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 required for management board.	YES
5	The president	46	The president of the management board is formally responsible for the activities listed in Article 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 board or supervisory board which is not part of the same group.	NO	There was no such requirement in 2019.
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.	NO	There was no such requirement in 2019.
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 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.	NO	The assessment of the cooperation between the Supervisory Board and the Management Board is included in the Report of the Supervisory Board on the performed supervision of the operations management of the ADP Group.
5	Board evaluation	49	The management board has evaluated its own effectiveness and that of its individual members in the last 12 months.	NO	There was no such requirement in 2019.

5	Board evaluation	49	The management board has reported the conclusions of the evaluations of its members to the	NO	There was no such requirement in 2019.
			supervisory board.
	Role of				There was no such requirement in 2019 and the Company was guided by the Rules of
6	remuneration	50	The duties of the remuneration board include all the activities listed in Article 50 of the Code.	PARTIALLY	Procedure of the Remuneration Committee and the Decision of the Supervisory Board
	committee				which determines these competencies.
	Remuneration of		The supervisory board determines the annual remuneration of of each member of the		The adoption of the Remuneration Policy was not a requirement in 2019. The
6	management board	51	management board, based on recommendations of the remuneration committee and in	PARTIALLY	Supervisory Board determines annual remuneration based on the recommendations of
	members		accordance with the approved remuneration policy.		the Remuneration Committee.
	Remuneration of		The level of receipts of members of the management board takes into account the agreed
6	management board	52	strategy, risk appetite, the economic environment in which the company operates as well as wages	YES
	members		and conditions of workers within companies.
	Remuneration of		Remuneration policy provides that a management board member may not dispose of the shares
6	management board	53	assigned to it as part of the remuneration at least two years from the date on which the shares	NO	Not envisaged by the Management Contract.
	members		were assigned to him or her.
	Remuneration of		Remuneration policy provides that a management board member may not make use of stock
6	management board	53	options assigned to him or her as part of the remuneration for at least two years from the date on	NO	Not envisaged by the Management Contract.
	members		which stock options were assigned to him or her.
	Remuneration of		Remuneration policy includes provisions that closely define the circumstances in which a portion of
6	management board	53	the remuneration of management board member was put on hold or to was asked to be returned. NO		Not envisaged by the Management Contract.
	members
	Remuneration of		Remuneration level for the president of the supervisory board and of other members of the		The workload in terms of time and responsibilities in the Supervisory Board
6	supervisory board	54	supervisory board reflects the time commitment and responsibilities, including the time	PARTIALLY	Committees are not included.
	members		commitment and responsibilities in the committees of the supervisory board.
	Remuneration of		Remuneration policy and/or internal company documents prohibit the inclusion of variable		The Charter also provides the possibility of a variable remuneration for members of the
6	supervisory board	55		NO	Supervisory Board, but it is not the Company's practice to pay them. Only fixed fees are
	members		elements or other elements related to performance in the remuneration of the supervisory board.		paid.
	Reporting on
6	remuneration	56	Remuneration policy of the company was approved by shareholders at a general meeting.	NO	There was no such requirement in 2019.
6	Reporting on	56	The company has made freely available on its website its remuneration policy, as approved by the	NO	There was no such requirement in 2019.
	remuneration		shareholders.
6	Reporting on	57	Annual report on remuneration includes data on remuneration of each individual member of the	PARTIALLY	Summary data for key personnel are provided.
	remuneration		supervisory board as well as other information contained in Article 57 of the Code.
	Roles of the
	supervisory and		Management board, with the prior approval of the supervisory board, adopted a policy that		The Management Board operates in accordance with the Strategy and business plans
7	management	58	determines the nature and extent of risk that company needs and that is willing to take in order to	NO	of the Company approved by the Supervisory Board.
	boards		achieve all the long-term strategic objectives ( "risk appetite").
	Roles of the
	supervisory and
7	management	59	The management board is formally responsible for the activities listed in Article 59 of the Code.	YES
	boards
	Role of the audit
7	committee	60	Terms of reference of the audit committee includes all activities listed in Article 60 of the Code.	YES
					There were no indentified illegalities by the external auditor, as well as the internal audit
	Role of the audit		The audit committee, the supervisory board or one of its committees, undertook the activities
7	committee	61	referred to in Article 61 of the Code.	PARTIALLY	that supervises and works in accordance with the Annual Plan adopted by the
					Supervisory Board.
	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	YES
			the selection of the external auditor and conditions for their appointment.
7	Relations with the	63	The audit committee in the last 12 months approved the work plan of the external auditors, which	PARTIALLY	The Audit Committee supervises the work of the external auditor, and prepares a
	external auditor		includes the scope and content of the activities to be audited.		corresponding Report for the Supervisory Board.
7	Relations with the	63	The audit committee shall meet as necessary with the external auditors to discuss the issues that	YES
	external auditor		have been identified during the audit and to oversee the quality of services provided.
	Relations with the		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 and internal control	65	The audit committee evaluated the effectiveness of risk management and internal control system 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
7	Risk management and internal control	66	The company maintains an effective risk management system that provides reliable identification of risk measurement, answers, reporting and supervision.	YES
7	Risk management and internal control	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 and the audit committee.	YES
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 and internal control	67	The audit committee approved the internal audit plan in the last 12 months.	YES
7	Risk management and internal control	67	The audit committee receives reports of internal auditors and monitors the implementation of its 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.	NO	The decision on the appointment and dismissal of the head of the internal audit function is made by the Audit Committee.
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.	NO	There is an internal audit function in the Company.
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 violation.	PARTIALLY	The procedure was defined by the Management Board and was not submitted to the Supervisory Board for approval.
7	Whistle-blowing	69	The procedure ensures that workers and external stakeholders do not suffer negative 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 implemented.	NO	The Company acts in accordance with the Law and internal acts.
7	Whistle-blowing	70	The audit committee evaluated the effectiveness of the procedure and its application in the last 12 months.	NO	The Company acts in accordance with the Law and internal acts.
8	Use of the company website	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 the company.	PARTIALLY	All data were published in accordance with the Law, the rules on listing and the Charter, while part of the data was not required by the Code was required in 2019.
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.	PARTIALLY	All data were published in accordance with the Law, the rules on listing and the Charter, while part of the data was not required by the Code was required in 2019.
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	Part of the data has been published.
9	Relations with shareholders	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 protect their rights.	YES
9	Relations with shareholders	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 the supervisory board, and the details of the functioning of these mechanisms are available free of charge on the website of the company.	YES
9	Relations with shareholders	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 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 of shareholders to call a general meeting, to participate in it or to add items to the agenda.	YES
9	General meeting	79	The articles of association and/or internal company documents allow shareholders the 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.	NO	The possibility of voting in person or by proxy is provided.
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.	PARTIALLY	The external auditor attended the meeting of the Supervisory Board at which the financial statements were approved.
9	General meeting	81	The external auditor was present at the general meeting where financial statements are presented. NO		The external auditor attended the meeting of the Supervisory Board at which the financial statements were approved.
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 website free of charge answers to questions raised at the general meeting.	NO	There were no such inquiries.
10	Corporate social responsibility	83	The supervisory and managent boards have agreed and adopted policies listed in Article 83 of the Code.	PARTIALLY	The Management Board has adopted these policies, but they have not been agreed with the Supervisory Board, because so far such a request has not been prescribed.
10	Corporate social responsibility	83	These policies are available free of charge on the company's website.	YES
10	Corporate social responsibility	84	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 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 and the measures associated with prevention and sanctioning of corruption and bribery.	YES
10	Stakeholder engagement	85	The supervisory board and management board jointly identified which are considered key stakeholders in relation to company.	YES
10	Stakeholder engagement	85	Management board has ensured the existence of effective mechanisms for regular interaction with key stakeholders, as well as to inform the supervisory board about the results of these communications.	YES
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 engagement	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 follow.	PARTIALLY	It is not prescribed for all committees which procedure needs to be followed.