Ilirija d.d. — Governance Information 2020

Aug 28, 2020

COMPLIANCE QUESTIONAIRE FOR ISSUERS OF SHARES

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

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

Companies respond to questions from the compliance questionnaire with YES, NO or Partially by selecting answers from a drop-down menu for each question. For questions where company has responded with YES column Explanation is not filled.

For questions where company has responded with NO or PARTIALLY in the column Explanation it should explain why this is so, that is:

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

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

Year	Institution code
2019	1271

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.	NO	They are available free of charge.
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.	PARTIALLY	The articles of association include the activities, transactions and decisions and the Management Board must seek an approval for their adoption from the supervisory board in order to pass them. The text of the Articles of Association is publicly posted together with a call for the convocation of the General Assembly at which it was adopted.
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.	NO	Although this is not explicitly stipulated by the Articles of Association and the internal act, the Supervisory Board has access at all times to the information, employees and premises necessary for the performance of its duties. The Companies' Act stipulates the obligation of allowing an insight into all relevant documentation, which is actually done by the members of the Supervisory Board.
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.	NO	Although this is not explicitly stipulated by the Articles of Association and internal act, the Company's Management Board regularly reports to the Supervisory Board according to the provisions of the Companies' Act, which are clear legal obligations of the Management Board and we do not think that they need to be stipulated by the Articles of Association.
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.	NO	Although this is not explictly stipulated by the Articles of Association or internal act, the Company's Management Board informs the Supervisory Board about any events that may occur or have ocurred and can potentially impact the Company's business operations and results according to the provisions of the Companies' Act. These are clear legal obligations of the Management Board and we do not think that they need to be stipulated by the Articles of Association.
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.	PARTIALLY	The Company does not have the Code of Conduct developed, but a part of rules of conduct is stipulated by the Regulation on the Company's Procedure, which we find correct.
1	Rules of conduct	6	Code of Conduct (or other internal act) is available free of charge on the website of the company.	NO	Since the Company does not have the Code of Conduct developed, it has been not publicly posted, while the Regulation of Procedure is available in the Company's registered seat.
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 prohibition of participation in decision-making in relation to which they are in conflict of interest is stipulated by the provisions of the law and we do not think that further regulation is necessary.
2	Conflict of interest	7	The supervisory board has given prior consent to the policy for managing conflicts of interest.	NO	The Company has no Policy of managing conflict of interest developed, because the conflict of interest is appropriately regulated by a series of regulations.
2	Conflict of interest	7	The policy for managing conflicts of interest is available free of charge on the website of the company.	NO	The Company has no special Policy of managing conflict of interest developed, which is the reason why it is not publicly available.
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.	PARTIALLY	The Company has no special act, but such an obligation arises from legal regulations.
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.	YES
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.	YES
2	Competition ban	10	Members of the supervisory board and management do not perform activities that compete with the business of the company, are not members of the management or supervisory boards of the companies that carry out such activities nor hold more than 5% stake in such companies.	YES
2	Competition ban	10	Members of the management board and the supervisory board who hold shares in the companies with which the company is in the competition, informed the secretary of the company of all the shares in such companies and the details of these shares are available free of charge on the website of the company.	NO	Because 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.	NO	The prior written consent of the Supervisory Board is required for the transactions whose value is stipulated by the Articles of Association.
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	The Company has not prescribed such an obligation according to a special act. The law stipulates the above mentioned for the relations between related companies.
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).	NO	The Company has not adopted such procedures. The obligation and manner of approving the transactions is regulated by the law and other applicable regulations.

2	Related party transactions	12	The audit committee annually assesses the effectiveness of these procedures.	NO	Because the procedures have not been adopted.
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.	NO	The nomination procedure is stipulated by the law.
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	The basic criteria for the appointment as a member of the Supervisory Board and the Management Board are professional qualifications, knowledge, experience in holding managerial positions and personal integrity, not gender. Consequently, the target percentage and target have not been published.
3	The role of the supervisory board	14	A report explaining progress on the plan has been published in the annual report.	NO	Since the Supervisory Board has not adopted the plan, it is not publicly disclosed in the annual report.
3	The role of the nomination committee	15	The nomination committee has all the tasks listed in Article 15 of the Code.	NO	The Supervisory Board has not established the Nomination Committee, but performs this function by itself and directly. The Company finds the existing management structure efficient and effective and transparent to the Supervisory Board.
3	Election of supervisory board members by the general meeting	16	When nominating candidates for the supervisory bord to the general meeting for election the company provides information within the general meetin materials on the items requested by Article 16. of the Code.	NO	The Company makes the information available as stipulated by the Companies' Act. In 2019, there were no elections to the Supervisory Board.
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. NO		The Company has provided the information only that stipulated by the Companies' Act so far.
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	The materials contain the information stipulated by the Companies' Act.
3	Election of supervisory board members by the general meeting	18	The information referred to in Article 17 of the Code is available free of charge on the website of the company also in cases where workers' representative or another member of the supervisory board which is not elected by the shareholders at the general meeting is apointed.	NO	The Company has not performed elections to the Supervisory Board in 2019, which is why the information under Article 17 of the Code is not available.
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
4	Composition	21	The supervisory board includes members of different gender, age, profile and experience to	YES	The members of the Supervisory Board are composed of persons having different professions, profiles,
4	Composition	22	ensure a diversity perspective when making decisions. Majority of the members of the supervisory board are independent in accordance with the	NO	experience and professional qualifications, which ensures diversity in decision-making. The Supervisory Board is composed of 5 members of whom 2 are independent.
4	Composition	22	definition set out in Appendix A of the Code. The President or deputy president of the supervisory board are independent.	NO	The President or Deputy President are representatives of the major shareholder.
4	President	23	The president of the supervisory bord is responible for the activities listed in Article 23. of the	YES
4	Board committees	24	Code. Supervisory board established the nomination committee.	NO	The nomination committee has not been established, but this function is performed directly by the Supervisory Board. The Company holds the existing management structure efficient and effective and in compliance with the regulations.
4	Board committees	24	Supervisory board established the renumeration committee.	NO	The renumeration committee has not been established, but this function is performed directly by the Supervisory Board. The Company finds the existing management structure efficient and effective and in compliance with the regulations.
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	PARTIALLY YES	It has determined the mandate for the board that has been established (audit committee).
4	Board committees	27	committee responsibilities effectively. 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	PARTIALLY	2 out of 3 members of the Audit Committee are not independent.
4	Board committees	27	defined 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	NO	Description of duties of the Audit Committee is available at request free of charge.
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.	PARTIALLY	Only for the Audit Committee.
4	Time commitment	29	The minimun expected time commitmnet of each supervisory board member is specified on their appointment.	PARTIALLY	The minimum expected time committment of the members of the Supervisory Board is not determined in advance. It can be seen in the framework plan for holding SB sessions

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	Such an obligation is not provided by the Articles of Association or the internal act. It is planned to be introduced in the next period.
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.	PARTIALLY	The Company does not have a specific person who performs the duties of a Company's secretary, since these tasks are performed within the existing departments in the Company, i.e. in the legal department and corporate communications, depending on a nature of the business processes. The Company finds the existing organization efficient and effective and according to the regulations.
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.	NO	Since the Company does not have a specific person who performs the duties of a Company's secretary, but these tasks are performed within the existing departments in the Company, they are responsible for performing their duties.
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.	PARTIALLY	Although there is no deadline for submission of materials for the meeting of the Supervisory Board, the materials are to be submitted in a time period that allows members of the Supervisory Board enough time for quality preparation and participation in the meetings of the Supervisory Board.
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.	PARTIALLY	Although there is no deadline for submission of materials for the meeting of the Supervisory Board, the materials are to be submitted in a time period that allows members of the Supervisory Board enough time for quality preparation and participation in the meetings of the Supervisory Board.
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.	PARTIALLY	Although this is not prescribed by the Articles of Association and/or internal acts, the minutes from the meetings of the Supervisory Board are delivered to all members and they are verified at one of the next meetings of the Supervisory Board.
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.	NO	Such a procedure is not specified by the company's internal acts and the Company has had no such requests from the members of the Supervisory Board so far, whereas any member of the Supervisory Board could request information and advice from persons outside the company in some reasonable situation.
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.	PARTIALLY	The Supervisory Board generally reports on its work without individual assessment of the members.
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	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.	NO	It is not included in the annual report, but in the Report of the Supervisory Board on the supervision conducted.
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 Company has no internal rules of procedure of the Management Board developed, since the Company's Management Board is composed of one member. The work and powers are defined by the legal regulations and the Company's Articles of Association. We find the existing way of work efficient and effective and in compliance with the regulations.

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.	NO	It is not stipulated by the Articles of Association or internal acts, but it is stipulated by applicable regulations.
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.	PARTIALLY	The Articles of Association stipulate that the Company's Management Board has only one member. The responsibilities of the Company's Management Board are defined by the legal regulations.
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	It is not stipulated by the internal acts, but it is governed by the law to the extent that it refers to other companies that engage in activities included in the Company's core business.
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	It is not stipulated by the internal acts.
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.	YES
5	Board evaluation	49	The management board has evaluated its own effectiveness and that of its individual members in the last 12 months.	NO	The Company's Management Board consists of one member.
5	Board evaluation	49	The management board has reported the conclusions of the evaluations of its members to the supervisory board.	NO	Since the Company's Management Board consists of one member, it regularly and promptly reports to the Supervisory Board on all matters and undertaken activities that are of importance for the company.
6	Role of remuneration committee	50	The duties of the remuneration board include all the activities listed in Article 50 of the Code.	NO	The Remuneration board has not been established in the Company, but it is performed directly by the Supervisory Board.
6	Remuneration of management board members	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 accordance with the approved remuneration policy.	PARTIALLY	The Supervisory Board determines the remunerations of a member of the Management Board in accordance with the remuneration policy adopted at the Company's General Assembly session in August 2020.
6	Remuneration of management board members	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 wages and conditions of workers within companies.	YES
6	Remuneration of management board members	53	Remuneration policy provides that a management board member may not dispose of the shares assigned to it as part of the remuneration at least two years from the date on which the shares were assigned to him or her.	NO	In 2019, the Company did not have a prescribed remuneration policy for the members of the Management Board. The remuneration policy for the members of the Management Board was adopted at the General Assembly session in August 2020. The remuneration policy does not provide assigning shares to the Company's Management Board.
6	Remuneration of management board members	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 which stock options were assigned to him or her.	NO	In 2019, the Company did not have a prescribed remuneration policy for the members of the Management Board. The remuneration policy for the members of the Management Board was adopted at the General Assembly session in August 2020. The remuneration policy does not provide assinging shares to the Company's Management Board.
6	Remuneration of management board members	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 returned.	NO	In 2019, the Company did not have a prescribed remuneration policy for the members of the Management Board. The remuneration policy for the members of the Management Board was adopted at the General Assembly session in August 2020. The remuneration policy contains such provisions.
6	Remuneration of supervisory board members	54	Remuneration level for the president of the supervisory board and of other members of the supervisory board reflects the time commitment and responsibilities, including the time commitment and responsibilities in the committees of the supervisory board.	YES

6	Remuneration of supervisory board members	55	Remuneration policy and/or internal company documents prohibit the inclusion of variable elements or other elements related to performance in the remuneration of the supervisory board. NO		No payments of a variable part of remuneration are envisaged for the members of the Supervisory Board.
6	Reporting on remuneration	56	Remuneration policy of the company was approved by shareholders at a general meeting.	NO	In 2019, the Company did not have a prescribed remuneration policy for the members of the Management Board. The remuneration policy was developed in 2020 and was adopted at the General Assembly session on 10th August 2020.
6	Reporting on remuneration	56	The company has made freely available on its website its remuneration policy, as approved by the shareholders.	NO	In 2019, the Company did not have a prescribed remuneration policy for the members of the Management Board. The remuneration policy that was adopted at the General Assembly session in August 2020 was publicly posted and is available on the website of the Company
6	Reporting on remuneration	57	Annual report on remuneration includes data on remuneration of each individual member of the supervisory board as well as other information contained in Article 57 of the Code.	NO	The Company intend to publish the annual report on remunerations in 2021 together with the annual financial statements for the year 2020.
7	Roles of the supervisory and management boards	58	Management board, with the prior approval of the supervisory board, adopted a policy that 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").	NO	The Management Board has adopted the operations plan in agreement with the Supervisory Board and continuously and promptly informs the Supervisory Board about all key risks in the business operations.
7	Roles of the supervisory and management boards	59	The management board is formally responsible for the activities listed in Article 59 of the Code. NO		Although the Company did not stipulate the responsibilities of the Management Board in Article 59 of the Code according to the Articles of Association or internal acts, the Management Board is reponsible for all above mentioned according to the law.
7	Role of the audit committee	60	Terms of reference of the audit committee includes all activities listed in Article 60 of the Code. YES
7	Role of the audit committee	61	The audit committee, the supervisory board or one of its committees, undertook the activities referred to in Article 61 of the Code.	PARTIALLY	The internal rules of procedure of the audit committee did not include the activities of supervision referred to in Article 61, par. 2 of the Code. The amendment to the Internal rules of procedure is envisaged in that part.
7	Relations with the external auditor	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 for the selection of the external auditor and conditions for their appointment.	YES
7	Relations with the external auditor	63	The audit committee in the last 12 months approved the work plan of the external auditors, which includes the scope and content of the activities to be audited.	YES
7	Relations with the external auditor	63	The audit committee shall meet as necessary with the external auditors to discuss the issues that have been identified during the audit and to oversee the quality of services provided.	YES
7	Relations with the external auditor	64	The audit committee if responsible for monitoring the independence and objective of external auditor.	YES	The Audit Committee is responsible to the Supervisory Board.
7	Relations with the external auditor	64	The audit committee approved a policy on permitted non-audit services provided by the external auditor.	NO	There have not been any such services so far.
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.	PARTIALLY	The audit committee is familar with the internal audit process in the Company, but does no create a formal internal audit plan. The Company creates over 30 daily, weekly and monthly reports on all key aspects of the operations and activities that are available to the Audit Committee at any moment.
7	Risk management and internal control	67	The audit committee receives reports of internal auditors and monitors the implementation of its recommendations.	PARTIALLY	The Audit Committe is familar with the internal audit process and is authorized to actively participate in the mentioned procedure.

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	Since the members of the Supervisory Board are also the members of the Audit Committee at the same time.
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	Since there is the internal audit 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	There are no obstacles in the Company for reporting violations of the law or internal rules of the Company.
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.	NO	They are not publicly available.
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.	PARTIALLY	The Management Board's obligation to inform the Supervisory Board about all circumstances of the business operations and the position of the Company is prescribed.
7	Whistle-blowing	70	The audit committee evaluated the effectiveness of the procedure and its application in the last 12 months.	NO	There have been no irregularities so far.
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	In 2019, the Company posted the data stipulated by the law and rules on the listing on its website free of charge.
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	The Company posted a major part of its information on its websites according to Article 72 of the Code. The information that is not available to the Company or is not applicable is not posted on the website.
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	A part of the information referred to in Article 74 of the Code has been posted.
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.	PARTIALLY	Regardless of a number of shares that the Company's shareholders hold, they have the same rights and may actively participate in the General Assembly. The instructions for participation are listed in the call for the General Assembly that are posted on the Company's website.
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 processing of electronic voting is enabled at the General Assembly, however, physical presence at the Assembly is required for voting.
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 President of the Supervisory Board was present at the General Assembly representing the Supervisory Board
9	General meeting	81	The external auditor was present at the general meeting where financial statements are presented.	YES
9	General meeting	82	The company has made the desicions of a general meeting freely available on its website without delay.	YES

9	General meeting	82	Within 30 days from the date of the general meeting the company has made available on its website free of charge answers to questions raised at the general meeting.	NO	There were no additional questions at the General Assembly.
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 adopted some of the policies referred to in Article 83 of the Code (Environmental Protection Policy).
10	Corporate social responsibility	83	These policies are available free of charge on the company's website.	PARTIALLY	Environmental protection policy is available.
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.	YES