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Institut IGH d.d.

Governance Information Apr 30, 2025

2091_rns_2025-04-30_b33eae83-b161-4044-9503-8eb0ce88152e.pdf

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 STOCK EXCHANGE HANFA HINA Ivana Lučića 2a Miramarska 24b [email protected] 10000 Zagreb 10000 Zagreb

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

COMPLIANCE QUESTIONNAIRE FOR STOCK ISSUERS

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.:

  • explain in which part the provisions of the Code are not complied with and for what reason,
  • describe the measures it has taken instead of complying with the provisions of the Code in order to meet the objectives set out in the relevant principle of the Code
  • if the company intends to comply with the provisions of the Code in the future, indicate when it will start doing so.

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

Instructions for filling out:

  • * The year is entered without a period (e.g. 2019)
  • * Enter the year for which the data from the questionnaire is entered.
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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