Governance Information • Apr 30, 2025
Governance Information
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Ordinary share IGH-R-A, ISIN HRIGH0RA0006 Listed on the official market of the Zagreb Stock Exchange Home Member State: Croatia LEI mark: 74780000W0UQ8MF2FU71
Zagreb, 30. april 2025
SUBJECT: The Corporate Governance Code Compliance questionnaire for 2024
INSTITUT IGH, JSC
INSTITUT IGH, d.d. Janka Rakuše 1 10000 Zagreb, Croatia
PHONE +385 (0)1 612 51 25 FAX +385 (0)1 612 54 01 EMAIL [email protected] WEB www.igh.hr
Competent court: Commercial Court in Zagreb Register entry with company registration No 080000959
EUR 14,814,630.00 Paid in full No of issued shares: : IGH 1,481,463
Nominal share value EUR 10
Share capital:
Reg.No.: 3750272 PIN: 79766124714
Business bank: Hrvatska poštanska banka d.d IBAN: HR3423900011198006586 SWIFT code: HPBZHR2X
Management Board:
Robert Petrosian, President of the Management Board Marija Đuroković, Member of the Management Board Tatjana Bičanić, Member of the Management Board Josip Majer, Member of the Management Board
Supervisory Board: Žarko Dešković, MEng.CE President of the Supervisory Board

All questions contained in this questionnaire relate to period of one calendar year .
The Corporate Governance Code is intended for companies with dualistic system since such a management structure is most common among companies whose shares are listed on the Zagreb Stock Exchange. If the issuer hasmonistic structure , fills out the compliance questionnaire in accordance with Appendix B of the Corporate Governance Code.
Companies answer questions from the Compliance Questionnaire withYES, NO or Partially by selecting an answer from the drop-down menu for each question.
For questions that the company answered with YES, the Explanation column is not filled in.
For questions that the company responded to with NO or PARTIALLY in the Explanation column should explain why this is so i.e.:
Instructions for generating an xml schema from an xls file are published on the Hanfa website under Technical instructions and forms in the Issuer Transparency section.
| Year | Institution code |
|
|---|---|---|
| 2024 | 1461 |
| CHAPTER | PROVISION | ARTICLE | QUESTION | ANSWER (each question must be answered by selecting an answer from the drop-down menu) |
EXPLANATION (entered only for questions previously answered "NO" or "Partially") |
|---|---|---|---|---|---|
| 1. | Cooperation | 1. | The company's statutes and/or other internal acts clearly define the powers of the supervisory board and management. |
YES | |
| 1. | Cooperation | 1. | The company's statute and/or other internal documents are available free of charge on the company's website. |
YES | |
| 1. | Cooperation | 2. | The Supervisory Board adopted a decision listing the categories of decisions and legal transactions that require the prior consent of the Supervisory Board and those decisions on which the Management Board must consult with the Supervisory Board before making a decision, and a summary of these is available free of charge on the company's website. |
YES | |
| 1. | Cooperation | 2. | The company's statute and/or internal acts provide for the prior consent of the supervisory board for making important decisions that affect the company's strategy, expenses, risk exposure and reputation. |
YES | |
| 1. | Cooperation | 3. | The company's statute and/or internal acts stipulate that the supervisory board and its committees have timely access to documents, premises and employees when necessary to perform their duties. |
YES | |
| 1. | Cooperation | 4. | The company's statute and/or internal acts stipulate that the management board must report to the supervisory board at regular intervals on the company's operating results, financial situation, significant financial and non-financial risks, and the results of interactions with shareholders and other stakeholders. |
YES | |
| 1. | Cooperation | 5. | The company's statute and/or internal acts stipulate that the chairman of the management board must immediately notify the supervisory board if an event occurs or is likely to occur that could potentially significantly affect the company's results, financial position or reputation. |
NO | The company acts in this way in accordance with the statutory obligation set out in Article 250 of the Commercial Companies Act, therefore it is not necessary to prescribe the same in the Articles of Association and internal acts. It is not explicitly regulated in the company's internal acts, but the president of the management board regularly reports to the supervisory board on all relevant events and financial results, and the Articles of Association stipulate that all members of the management board participate in the meetings of the supervisory board. |
| 1. | Rules of conduct | 6. | The Supervisory Board has approved a code of conduct (or other internal act) that establishes the rules of conduct that must be followed by members of the management and supervisory boards, employees and others acting on behalf of the company, and which also contains the rules and measures that will be taken in the event of its violation. |
Partially | The Supervisory Board approved the Rules of Procedure of the Administration, but it does not provide for measures in the event of its violation. Sanctioning of violations of obligations from employment relationships is prescribed by the Labor Regulations adopted by the Administration in accordance with its powers. |
| 1. | Rules of conduct | 6. | The Code of Conduct (or other internal act) is available free of charge on the company's website. |
YES | |
| 2. | Conflict of interest | 7. | Members of the management and supervisory boards are prohibited from participating in decision-making in relation to which they have a conflict of interest. |
NO | The relevant provisions of the Companies Act apply, therefore it is not necessary to specifically prescribe them in internal acts. |
| 2. | Conflict of interest | 7. | The Supervisory Board has given prior approval to the policy for managing conflicts of interest. |
NO | The relevant provisions of the Companies Act apply, therefore it is not necessary to specifically prescribe them in internal acts. |
| 2. | Conflict of interest | 7. | The Conflict of Interest Management Policy is available free of charge on the company's website. |
NO | The relevant provisions of the Companies Act apply, therefore it is not necessary to specifically prescribe them in internal acts. |
| 2. | Conflict of interest | 8. | Supervisory board members have an obligation to inform the entire supervisory board that they are in an existing or potential conflict of interest. |
YES | |
| 2. | Conflict of interest | 8. | Members of the management board have an obligation to inform the chairman of the supervisory board and other members of the management board of any existing or potential conflict of interest. |
YES | |
| 2. | Conflict of interest | 8. | The Supervisory Board keeps records of all notifications relating to conflicts of interest. | YES | |
| 2. | Conflict of interest | 9. | member of the management or supervisory board has an obligation to notify the president and/or deputy president of that board if he or she believes that another member of the management or supervisory board has an existing or potential conflict of interest. |
YES | |
| 2. | Non-competition | 10. | Members of the supervisory board and management board do not perform activities that compete with the company's operations, are not members of the management board or supervisory board of companies that perform such activities, nor do they hold more than 5% of shares in such companies. |
YES | |
| 2. | Non-competition | 10. | Members of the management and supervisory board who have shares in companies with which the company is in competition have informed the company secretary of all shares in such companies, and details of these shares are available free of charge on the company's website. |
NO | Members of the management board and supervisory board do not have shares in such companies. |
| 2. | Related Party Transactions |
11. | No transaction between members of the management or supervisory board and the company (or persons related to any party) may be concluded without the prior consent of the supervisory board. |
YES | |
| 2. | Related Party Transactions |
11. | The fair value of each material transaction must be confirmed by an independent expert prior to each such transaction and his report must be available free of charge on the company's website. |
Partially | The aforementioned transactions are confirmed, assessed and valued by the company's services, the audit committee and the external auditor, within their authority, and the results of these evaluations are presented and made available to the public through prescribed financial and business reports. |
| 2. | Related Party Transactions |
12. | The company has adopted procedures for approving and publishing transactions between members of the management or supervisory board and the company (or persons related to any party). |
NO | The Company will consider adopting written procedures in the coming period, and until then, the provisions of mandatory regulations apply. |
| 2. | Related Party Transactions |
12. | The Audit Committee evaluates the effectiveness of these procedures once a year. | NO | In the event that detailed written procedures are adopted, they will be submitted to the audit committee for evaluation of effectiveness. |
| 3. | The role of the supervisory board |
13. | The supervisory board is responsible for appointing and recalling members of the management board and making recommendations for a candidate for a member of the supervisory board to the general assembly. |
YES | |
| 3. | The role of the supervisory board |
13. | The supervisory board has ensured formal and transparent procedures for appointment to the management and supervisory board. |
NO | The Company will consider adopting written procedures in the coming period, and until then, the provisions of mandatory regulations apply. |
| 3. | The role of the supervisory board |
14. | The Supervisory Board has set a target percentage of female members of the Supervisory Board and Management Board to be achieved within the next five years and has adopted a plan for implementing this target. The target percentage and the plan are published in the annual report. |
NO | The Company will consider the need to set goals and adopt a plan in the coming period. A formal goal and plan have not been adopted, however, there is complete gender equality in the Company. |
| 3. | The role of the supervisory board |
14. | A report on the progress of the plan is published in the annual report. | NO | In case the plan is adopted, a report on its implementation will be published in the financial 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 Company will consider the need to appoint a Board in the coming period, and until then, the tasks referred to in Article 15 shall be carried out by the Supervisory Board. |
| 3. | Election of Supervisory Board members at the General Assembly |
16. | When proposing a candidate for the supervisory board to the general assembly, the company makes available all the information listed in Article 16 of the Code among the materials for the general assembly. |
NO | During the next elections, materials for GS will contain all available information from Article 17 of the Code. |
| 3. | Election of Supervisory Board members at the General Assembly |
16. | The information specified in Article 16 of the Code is available free of charge on the company's website. |
Partially Most of the information from Article 16 of the Code is available on the Company's website. |
|
| 3. | Election of Supervisory Board members at the General Assembly |
17. | The materials for the general meeting contain all the information specified in Article 17 of the Code. |
NO | During the next elections, materials for GS will contain all the information from Article 17 of the Code. |
| 3. | Election of Supervisory Board members at the General Assembly |
18. | The information specified in Article 17 of the Code is available free of charge on the company's website and in the event that an employee representative or another member of the supervisory board who is not elected by the shareholders at the general assembly is appointed. |
NO | During the next elections, the information specified in Article 17 of the Code will be available on the Company's website. |
| 4. | Competence of the Supervisory Board |
19. | The Supervisory Board has all the tasks listed in Article 19 of the Code. | YES | |
|---|---|---|---|---|---|
| 4. | Composition | 20. | The supervisory board created a supervisory board profile that determines the minimum number of members and the combination of skills, knowledge and education, as well as professional and practical experience required in the supervisory board. |
NO | Members of the Supervisory Board were elected by the General Assembly in accordance with the proposals of the shareholders. |
| 4. | Composition | 21. | The Supervisory Board includes members of different genders, ages, profiles and experiences to ensure a diversity of perspectives when making decisions. |
Partially The NO consists exclusively of male persons. | |
| 4. | Composition | 22. | The majority of the members of the Supervisory Board are independent in accordance with the definition in Appendix A of the Code. |
NO | Members of the Supervisory Board were elected by the General Assembly in accordance with the proposals of the shareholders. |
| 4. | Composition | 22. | The chairman or deputy chairman of the supervisory board are independent. | NO | Members of the Supervisory Board were elected by the General Assembly in accordance with the proposals of the shareholders. |
| 4. | President | 23. | The Chairman of the Supervisory Board has the tasks specified in Article 23 of the Code. | YES | |
| 4. | Supervisory Board Committees |
24. | The Supervisory Board established a Nomination Committee. | NO | The Board of Directors considers that due to the size and organization of the Company there is still no need to establish a special Committee for Appointments, the said issue will be considered in the event of an increase in the number of members of the Board of Directors. |
| 4. | Supervisory Board Committees |
24. | The Supervisory Board established a Remuneration Committee. | NO | The Supervisory Board believes that due to the amount of remuneration, there is no need to establish a separate Remuneration Committee; the aforementioned issue will be considered in the coming period. |
| 4. | Supervisory Board Committees |
24. | The Supervisory Board established an Audit Committee. | YES | |
| 4. | Supervisory Board Committees |
24. | The Supervisory Board has determined the mandate and activities of each of its committees. | YES | |
| 4. | Supervisory Board Committees |
26. | Each committee of the supervisory board shall consist of members who have the necessary skills, knowledge and education, as well as professional and practical experience to effectively carry out the functions of that committee. |
YES | |
| 4. | Supervisory Board Committees |
27. | Each committee of the supervisory board has at least three members. | YES | |
| 4. | Supervisory Board Committees |
27. | The majority of the members of each supervisory board committee are independent (as defined in Appendix A of the Code). |
YES | |
| 4. | Supervisory Board Committees |
27. | Members of the management board are prohibited from being members of the supervisory board. |
YES | |
| 4. | Supervisory Board | 28. | The job description of each committee of the Supervisory Board is available free of charge on | YES | The company's internal regulations that determine the duties of the audit committee are |
| 4. | Committees Supervisory Board Committees |
28. | the company's website. In the annual report, the company includes a report on the work of each committee of the supervisory board and information on the number of meetings held and the members of the committee. |
YES | available on the company's internal website. |
| 4. | Time load | 29. | The expected minimum time commitment of each member of the Supervisory Board is determined at the time of their appointment. |
YES | |
| 4. | Time load | 29. | The company's annual report publishes a record of each member's attendance at meetings of the supervisory board and its committees. |
YES | |
| 4. | Time load | 30. | The company's statute and/or internal acts provide for the obligation of supervisory board members to inform the company secretary about their membership in the supervisory board or management of other companies. |
Partially | The company's internal acts stipulate the obligation of members of the Supervisory Board to comply with all positive regulations, including the obligation to inform about membership in the management board and the supervisory board of other companies. |
| 4. | Frequency and manner of holding meetings |
31. | Supervisory board meetings are held at least once every three months. | YES | |
| 4. | Frequency and manner of holding meetings |
31. | The Supervisory Board adopted a work plan that includes the timing and agenda of future meetings. |
YES | |
| 4. | Frequency and manner of holding meetings |
31. | The committees of the Supervisory Board meet as often as necessary to effectively perform their duties and regularly report to the Supervisory Board on their activities. |
YES | |
| 4. | Frequency and manner of holding meetings |
32. | Supervisory board meetings may be held without the presence of management board members when the supervisory board deems it appropriate. |
YES | |
| 4. | Frequency and manner of holding meetings |
32. | Persons who are not members of the Supervisory Board may participate in board meetings only at the invitation of the board. |
YES | |
| 4. | Support | 33. | The company has appointed a person to perform the duties of company secretary. | YES | |
| 4. | Support | 33. | In accordance with the statute and/or other internal acts of the company, the company secretary is responsible for ensuring compliance with the procedures of the supervisory board, for advising the supervisory board on governance matters, for supporting the chairman of the supervisory board, and for assisting the supervisory board and its committees to function effectively. |
YES | |
| 4. | Quality and timeliness of information |
34. | The job descriptions of the members of the supervisory board and/or the company's internal documents provide for the obligation to deliver all materials necessary for the supervisory board meeting to their members no later than one week before the meeting. |
Partially The rules of procedure for the work of the supervisory board stipulate that materials should be submitted at least 5 days before the scheduled meeting. |
|
| 4. | Quality and timeliness of information |
34. | The terms of reference of the supervisory board committees and/or the company's internal regulations provide for the obligation to deliver all materials necessary for the supervisory board committee meeting to their members no later than one week before the meeting. |
Partially The rules of procedure for the work of the supervisory board stipulate that materials should be submitted at least 5 days before the scheduled meeting. |
|
| 4. | Quality and timeliness of information |
35. | The statute and/or internal acts of the company provide that the minutes of the supervisory board meeting must be available to all members of the supervisory board. |
YES | |
| 4. | Quality and timeliness of information |
35. | Minutes from the meetings of the supervisory board contain information about the voting results, including details about the voting of individual members. |
YES | |
| 4. | Quality and timeliness of information |
36. | The Supervisory Board has the right to receive information or advice from persons outside the company at the company's expense if it deems it necessary for the successful performance of its duties, provided that the procedure for this is specified in the company's internal acts adopted by the management with the consent of the Supervisory Board. |
YES | |
| 4. | Training and development |
37. | All members of the supervisory board received induction training for their role upon appointment. |
YES | |
| 4. | Training and | 37. | All members of the Supervisory Board undergo continuous training and education to advance | YES | |
| 4. | development Training and development |
38. | and improve their skills and knowledge. Supervisory board members regularly receive news and summaries from management and experts on issues important to the company and the duties of supervisory board members. |
YES | |
| 4. | Supervisory board | 39. | The Supervisory Board assessed its effectiveness over the past 12 months. | YES | |
| evaluation Supervisory board |
The Supervisory Board evaluated the individual results of its members over the past 12 | ||||
| 4. | evaluation Supervisory board |
39. | months. The evaluation of the effectiveness of the supervisory board was conducted by the chairman |
YES | |
| 4. | evaluation | 39. | or deputy chairman of the supervisory board. | YES | |
| 4. | Supervisory board evaluation |
40. | The evaluation of the supervisory board included the evaluation of all the circumstances mentioned in Article 40 of the Code. |
YES | |
| 4. | Supervisory board evaluation |
41. | The annual report includes a report on the assessment of the supervisory board and its committees, which assesses all the circumstances listed in Article 41 of the Code. |
Partially The Supervisory Board's assessment report does not detail the procedures or actions carried out as part of the assessment, nor the persons consulted during the assessment. |
|
| 5. | Duties of the administration |
42. | Duties of management include all activities listed in Article 42 of the Code. | YES |
| 5. | Duties of the administration |
43. | The board adopted, and the supervisory board approved, the rules of procedure for the work of the board, which defines everything stated in Article 43 of the Code. |
YES | |
|---|---|---|---|---|---|
| 5. | Duties of the administration |
44. | In the case of a group, the management of the lead company has the obligation to ensure effective supervision over the activities of other companies in the group. |
YES | |
| 5. | Duties of the administration |
44. | The company's statute and/or internal acts contain rules that govern responsibilities and reporting procedures at the level of the parent company and subsidiaries. |
YES | |
| 5. | Composition | 45. | The supervisory board ensures that the board maintains a board profile that determines the minimum number of members and the combination of members who possess the skills, knowledge and education, as well as the professional and practical experience required for the board. |
YES | |
| 5. | President | 46. | The responsibility of the CEO for all activities listed in Article 46 of the Code is prescribed. | YES | |
| 5. | Restrictions on other appointments |
47. | The company's internal regulations stipulate that members of the management board must obtain prior consent from the supervisory board before accepting appointment to the management board or supervisory board of a company that is not part of the same group. |
Partially | The company's internal acts stipulate the obligation of the members of the Management Board to comply with all positive regulations, including seeking approval for membership in the management board and supervisory board of other companies. |
| 5. | Restrictions on other appointments |
47. | The company's internal regulations prohibit members of the management board from holding more than two positions on the management or supervisory board of other such companies. |
Partially | The company's internal regulations stipulate the obligation of members of the Management Board to comply with all positive regulations, so obtaining consent for membership in the Management Board and Supervisory Board of more than two companies outside the group would not be possible. |
| 5. | Management assessment |
48. | The Supervisory Board has assessed the effectiveness of the arrangements for cooperation between the Supervisory Board and the Management Board over the past 12 months, as well as the adequacy of the support and information it receives from the Management Board. |
YES | |
| 5. | Management assessment |
48. | The results of the assessment of the arrangements for cooperation between the supervisory board and the management board are included in the annual report. |
YES | |
| 5. | Management assessment |
49. | The Management Board has assessed its own effectiveness as well as the effectiveness of individual members over the past 12 months. |
YES | |
| 5. | Management assessment |
49. | The Management Board reported to the Supervisory Board on the conclusions regarding the assessment of its own effectiveness and the effectiveness of individual members. |
YES | |
| 6. | The role of the remuneration committee |
50. | The duties of the remuneration committee include all activities listed in Article 50 of the Code. | NO | The Supervisory Board believes that due to the amount of remuneration and the financial condition of the Company, there is no need to establish a separate Remuneration Committee; the aforementioned issue will be considered in the event of an increase in the number of Supervisory Board members. |
| 6. | Remuneration of management members |
51. | The Supervisory Board determines the annual remuneration of each member of the Management Board, based on the recommendations of the Remuneration Committee and in accordance with the approved remuneration policy. |
Partially | The Supervisory Board determines the annual remuneration of each member of the Management Board based on a remuneration policy that it independently determines. |
| 6. | Remuneration of management members |
52. | The level of remuneration of management board members takes into account the agreed strategy, risk appetite, the economic environment in which the company operates, and the salaries and conditions of employees within the company. |
YES | |
| 6. | Remuneration of management members |
53. | The remuneration policy stipulates that a member of the management board may not dispose of shares awarded to him as part of the remuneration for at least two years from the date on which they were awarded. |
NO | Members of the Management Board are not awarded shares as part of their remuneration. |
| 6. | Remuneration of management members |
53. | The remuneration policy stipulates that a member of the management board may not exercise stock options granted to him as part of his remuneration for at least two years from the date on which they were granted. |
NO | Members of the Management Board are not granted stock options as part of their remuneration. |
| 6. | Remuneration of management members |
53. | The receipts policy includes provisions that determine in more detail the circumstances in which a part of the management member's receipts would be withheld or their return would be requested. |
NO | It is not foreseen to keep part of the receipts of the members of the management, nor to request a return, except in accordance with positive regulations |
| 6. | Remuneration of supervisory board members |
54. | The level of remuneration for the chairman of the supervisory board and for other members of the supervisory board reflects their time workload and responsibilities, including the time workload and responsibilities in the committees of the supervisory board. |
YES | |
| 6. | Remuneration of supervisory board members |
55. | The remuneration policy and/or internal acts of the company prohibit the inclusion of variable elements or other elements related to business performance in the remuneration of the supervisory board. |
YES | |
| 6. | Reporting on receipts |
56. | The company's remuneration policy was approved by shareholders at the general meeting. | Partially The General Assembly approved the remuneration of the Supervisory Board members. | |
| 6. | Reporting on receipts |
56. | The approved remuneration policy of the company is available free of charge on the company's website. |
Partially Data on the receipts of NO members were published | |
| 6. | Reporting on receipts |
57. | The annual report on receipts includes data on the receipts of each individual member of the supervisory board and other information contained in Article 57 of the Code. |
YES | |
| 7. | The role of the supervisory board and management |
58. | The management board, with the prior approval of the supervisory board, adopted a policy that determines the nature and scope of risks that the company must and is willing to take in order to achieve all long-term strategic goals ("risk appetite"). |
Partially The aforementioned policy is an integral part of the business plan, which is approved by the Supervisory Board. |
|
| 7. | The role of the supervisory board and management |
59. | The management is responsible for all activities listed in Article 59 of the Code. | YES | |
| 7. | The role of the audit committee |
60. | The terms of reference of the audit committee include all activities listed in Article 60 of the Code. |
YES | |
| 7. | The role of the audit committee |
61. | The Audit Committee, the Supervisory Board or one of its committees has undertaken the activities specified in Article 61 of the Code. |
YES | |
| 7. | Relations with the external auditor |
62. | The Audit Committee oversees the process of selecting and appointing the external auditor in accordance with legal requirements and makes recommendations to the Supervisory Board for the selection of the external auditor and the conditions for his appointment. |
YES | |
| 7. | Relations with the external auditor |
63. | Over the past 12 months, the audit committee has approved the work plan of the external auditor, which includes the scope and content of the activities that will be subject to audit. |
YES | |
| 7. | Relations with the external auditor |
63. | The audit committee meets as necessary with the external auditor to discuss issues identified during the audit and to monitor the quality of services provided. |
YES | |
| 7. | Relations with the external auditor |
64. | The Audit Committee is responsible for overseeing the independence and objectivity of the external auditor. |
YES | |
| 7. | Relations with the external auditor |
64. | The Audit Committee has approved a policy on permitted non-audit services provided by an external auditor. |
Partially The audit committee expresses its opinion on the need to provide non-audit services at the moment of determining the need to provide them |
|
| 7. | Risk management and internal control |
65. | The Audit Committee assessed the effectiveness of the risk management and internal control systems as a whole at least once a year. |
YES | |
| 7. | Risk management and internal control |
65. | The Audit Committee, as necessary, makes recommendations to the Supervisory Board and the Company's Management Board regarding the effectiveness of risk management and the internal control system. |
YES | |
| 7. | Risk management and internal control |
66. | The Company maintains an effective risk management system that ensures reliable risk identification, measurement, response, reporting and monitoring. |
YES | |
| 7. | Risk management and internal control |
66. | The Company has defined clear internal responsibilities for maintaining the risk management system and a clear procedure for maintaining contact between responsible persons 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 the internal control system, including risk management. |
NO | The company has not established a single internal audit function, but it is performed by the controlling department, management, supervisory board, audit committee and external auditor. |
| 7. | Risk management and internal control |
67. | The Audit Committee has approved the internal audit plan for the past 12 months. | NO | The company has not established a single internal audit function, but it is performed by the controlling department, management, supervisory board, audit committee and external auditor. |
|---|---|---|---|---|---|
| 7. | Risk management and internal control |
67. | The Audit Committee receives reports from the internal auditor and monitors the implementation of his recommendations. |
NO | The company has not established a single internal audit function, but it is performed by the controlling department, management, supervisory board, audit committee and external auditor. |
| 7. | Risk management and internal control |
68. | The audit committee is obliged to recommend to the supervisory board the appointment or dismissal of the head of the internal audit function. |
NO | The company has not established a single internal audit function, but it is performed by the controlling department, management, supervisory board, audit committee and external auditor. |
| 7. | Risk management and internal control |
68. | If the company does not have an internal audit function, the audit committee has assessed the need for such a function as part of its assessment of the internal control system once in the last 12 months. |
YES | |
| 7. | Report irregularities | 69. | The management, with the prior approval of the supervisory board, has adopted a procedure for reporting violations of the law or internal rules of the company, actual or in case of suspected violations. |
YES | |
| 7. | Report irregularities | 69. | The procedure ensures that employees or external stakeholders do not suffer negative consequences if they report suspicious behavior. |
YES | |
| 7. | Report irregularities | 69. | Details of the application process are available free of charge on the company's website. | YES | |
| 7. | Report irregularities | 70. | The company's statute and/or internal acts provide for the management's duty to report to the supervisory board all observed irregularities and agree on measures that must be implemented. |
YES | |
| 7. | Report irregularities | 70. | The audit committee assessed the effectiveness of the procedure and its implementation over the past 12 months. |
YES | |
| 8. | Using the company's website |
71. | All information that the company must publish in accordance with the law, the rules on listing, the Code and its own statute are available free of charge on the company's website. |
YES | |
| 8. | Using the company's website |
72. | All information specified in Article 72 of the Code is available free of charge on the company's website and can be easily accessed. |
YES | |
| 8. | Using the company's website |
73. | The company has ensured that the information on the website is up-to-date and published within the deadlines prescribed by law and regulations. |
YES | |
| 8. | Using the company's website |
73. | All information on the website is available free of charge in Croatian and English. | YES | |
| 8. | Annual report | 74. | The annual report contains all the information referred to in Article 74 of the Code. | Partially The annual report contains some information from Art. 74 of the Code, and some are available on the Company's internal web pages |
|
| 9. | Shareholder relations |
75. | The company has ensured that all shareholders, regardless of the number or type of shares they hold, have equal access to information about the company and how they can exercise and protect their rights. |
YES | |
| 9. | Shareholder relations |
76. | The Company has established effective formal mechanisms that provide minority shareholders with the opportunity to ask questions directly to the Chairman of the Management Board and the Chairman of the Supervisory Board, and details of the functioning of these mechanisms are available free of charge on the Company's website. |
YES | |
| 9. | Shareholder relations |
77. | The Company has designated an individual who will be the contact person for investor relations for all shareholders, and the contact information for this person is available free of charge on the Company's website. |
YES | |
| 9. | General Assembly | 78. | The company's statute and/or internal acts of the company do not in any way restrict the ability of shareholders to convene a general meeting, to participate in it or to add items to the agenda. |
YES | |
| 9. | General Assembly | 79. | The company's statute and/or internal company documents allow shareholders the opportunity to exercise their voting rights through a proxy without restrictions. |
YES | |
| 9. | General Assembly | 79. | The company's statute and/or internal company documents allow shareholders the opportunity to exercise their voting rights electronically without restrictions. |
NO | This possibility will be considered during the next amendment to the statute. |
| 9. | General Assembly | 79. | An explanation of other ways in which shareholders can exercise their voting rights is set out in the documents for the general meeting. |
YES | |
| 9. | General Assembly | 80. | The notice of the general meeting shall be published no later than 30 days before the date of its holding. |
YES | |
| 9. | General Assembly | 80. | The agenda, decisions and all other materials required for the general meeting are available free of charge on the company's website. |
YES | |
| 9. 9. |
General Assembly General Assembly |
80. 81. |
All documents are available in Croatian and English. All persons listed in Article 81 of the Code were present at the general meeting in the past 12 |
YES NO |
Certain persons referred to in Article 81 of the Code have apologized for their absence |
| 9. | General Assembly | 81. | months. The external auditor was present at the general meeting where the financial statements were |
from the general meeting. Partially The external auditor was available to the GS participants upon request and was located |
|
| General Assembly | 82. | presented. The Company made the decisions of the General Assembly available on its website free of |
YES | at the company's headquarters at the time of the GS. | |
| 9. 9. |
General Assembly | 82. | charge. The Company made available, free of charge, on its website, within 30 days of the date of the general meeting, answers to questions raised at the general meeting. |
YES | |
| 10. | Corporate social | 83. | The Supervisory Board and the Management Board have agreed and adopted the policies | YES | |
| 10. | responsibility Corporate social |
83. | prescribed in Article 83 of the Code. Policies are available free of charge on the company's website. |
YES | |
| 10. | responsibility Corporate social responsibility |
84. | When management requests prior approval of decisions from the supervisory board, the accompanying documents explain how the recommended measure is in line with policies related to assessing the impact of the company's activities on the environment and the community, with policies related to the preservation of human and worker rights, and with measures related to the prevention and sanctioning of bribery and corruption. |
YES | |
| 10. | Stakeholder involvement |
85. | The Supervisory Board and the Management Board have jointly identified who they consider to be key stakeholders in relation to the company. |
YES | |
| 10. | Stakeholder involvement |
85. | The management board has ensured that effective mechanisms are in place for regular interaction with key stakeholders, as well as for informing the supervisory board about the results of these communications. |
YES | |
| 10. | Stakeholder involvement |
86. | The Supervisory Board is authorized, with prior notice to the President of the Management Board, to organize meetings with external stakeholders when it deems it necessary. |
YES | |
| 10. | Stakeholder involvement |
87. | The powers of each supervisory board committee stipulate for what purposes the chairman of the board may communicate directly with stakeholders and what procedure must be followed. |
YES |
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