Remuneration Information • May 23, 2022
Remuneration Information
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Ljubljana, 5 May 2022
| 1 | Introduction to the remuneration report | 3 | |
|---|---|---|---|
| 2 | Remuneration of the members of the supervisory body |
4 | |
| 2.1 | Introduction 4 | ||
| 2.2 | Composition of the supervisory board in 2021 4 | ||
| 2.3 | Remuneration paid to the members of the supervisory board and its committees in 2021 5 | ||
| 2.4 | Comparison of supervisory board members' remuneration in the last five years 8 | ||
| 3 | Remuneration of the members of management bodies |
8 | |
| 3.1 | Introduction 8 | ||
| 3.2 | Composition of the management board in 2021 9 | ||
| 3.3 | Remuneration of management board members in 2021 9 | ||
| 3.3.1 | Fixed remuneration (base salary) 9 | ||
| 3.3.2 | Variable remuneration (performance-based pay) 9 | ||
| 3.3.3 | Relative proportion of fixed and variable remuneration 11 | ||
| 3.3.4 | Relative proportion of financial and non-financial criteria in variable remuneration 11 | ||
| 3.3.5 | Termination benefit 11 | ||
| 3.3.6 | Benefits and other entitlements of management board members 11 | ||
| 3.3.7 | Annual change in remuneration, Company performance, average employee remuneration | ||
| 13 | |||
| 3.3.8 | Remuneration from other Group members 13 | ||
| 3.3.9 | Shares and stock options 13 | ||
| 3.3.10 Reclaimed variable remuneration 13 | |||
| 3.3.11 Financial benefits, taxes and contributions, and services 14 | |||
| 4 | Independent limited assurance report 15 |
In accordance with Article 294(b) of the Slovenian Companies Act (Official Gazette of the Republic of Slovenia No. 42/2006, as amended; hereinafter: ZGD-1), the company Sava Re d.d., Dunajska 56, 1000 Ljubljana, has compiled this
Directors' Remuneration Report of Sava Re d.d. for the Financial Year 2021 (hereinafter: the Remuneration Report) is a stand-alone document and provides a comprehensive overview of the remuneration of the management and supervisory bodies of the Company, including all benefits in any form awarded or due during the last financial year to individual members during their terms of office, in accordance with the remuneration policy. All amounts provided in the Remuneration Report are equal to those reported in the audited annual report of the Sava Insurance Group and Sava Re for 2021. All amounts in this Remuneration Report are stated in euros and are gross.
The Remuneration Report has been reviewed and approved by the management and supervisory boards of Sava Re.
At the 36th session of 16 June 2020, the management and supervisory boards submitted to the general meeting of shareholders the Remuneration Policy for the Members of the Supervisory and Management Bodies of the Sava Insurance Group (hereinafter: Remuneration Policy). The Remuneration Policy has not been amended since.
The Remuneration Report has been prepared in accordance with Article 294(b) of ZGD-1.
The Company fully complied with its Remuneration Policy with respect to its payments to the management and supervisory boards throughout the past year.
There were no deviations from the Remuneration Policy in 2021.
In 2021, the Sava Insurance Group generated EUR 732.7 million in operating revenue, up 7.6% year on year. The net profit of EUR 76.2 million is a 35.1% increase over the previous year and significantly better than planned. Return on equity was 15.8%, a full 3.8 p.p. above the target return set in the 2020–2022 strategy.
The performance highlights of the Sava Insurance Group and Sava Re d.d. for 2021 are set out in the Company's public announcement of 4 March 2022 and are also available via the SEOnet information system (https://seonet.ljse.si/default.aspx?doc=SEARCH&doc\_id=85422) and from the Company's official website (https://www.sava-re.si/en-si/investor-relations/news/2320/).
The Remuneration Report has been reviewed by KPMG Slovenia, Podjetje za Revidiranje, d.o.o., Železna cesta 8A, 1000 Ljubljana, who have also audited the 2021 financial statements of Sava Re and the Sava Insurance Group. The auditor has prepared a special report on the review of the Remuneration Report, which is an integral part of this report.
The Remuneration Report will be on the agenda to be presented to the 38th general meeting of shareholders of Sava Re.
After the 38th general meeting's vote on the Remuneration Report, it will be posted on the Company's website, where it will remain publicly available for at least ten years. Ten years after the publication in the Remuneration Report, public access to personal data of the members of the management and supervisory bodies will no longer be possible.
Taking into account that Article 294(a) of ZGD-1 in accordance with the fourth paragraph of Article 71 of the amended ZGD-1K (Official Gazette of the Republic of Slovenia, No. 18/2021) entered into force on 24 August 2021 (i.e. after the 37th general meeting in 2021), Sava Re has prepared a revised remuneration policy for the members of management and supervisory bodies of Sava Insurance Group companies, which under Article 294(a) of the companies Act (ZGD-1) requires the approval of the Company's general meeting. The revised policy will be placed on the agenda of the 38th Sava Re general meeting, scheduled for 2022.
The supervisory body is defined under the applicable ZGD-1 and the Company's applicable articles of association. Under the Company's articles of association, the supervisory body of Sava Re is a sixmember supervisory board.
The term "supervisory board member" used in this report is a uniform term for both the "chair of the supervisory board" and any "member of the supervisory board", unless specific reference is made to the chair of the supervisory board.
Where masculine pronouns are used for a supervisory board member, they are deemed to be understood to relate to both men and women.
Based on their role, supervisory board members are entitled to (1) remuneration for performing their function, (2) attendance fees and (3) reimbursement of agreed expenses. The members of the supervisory board receive no payments other than those listed and cannot participate in the Company's profits.
The amount of remuneration of supervisory board members was set by a resolution of the 31st general meeting of Sava Re shareholders, held on 30 August 2016. The general meeting resolution is available at the following link: https://www.sava-re.si/en-si/investor-relations/shareholder-meetings/.
The composition of the supervisory board and its committees changed in 2021.
All changes in the composition of the supervisory board and its committees in 2021 are disclosed in detail in the Company's 2021 annual report, section 4 "Report of the supervisory board".
| Member | Title | Beginning of term of office |
Duration/expiry of term |
|
|---|---|---|---|---|
| Mateja Lovšin Herič | chair | 16 July 2017 | 16 July 2021 | |
| Keith William Morris | deputy chair | 16 July 2017 | 16 July 2021 | |
| Davor Ivan Gjivoje Jr | member | 8 March 2021 | 8 March 2025 | |
| Andrej Kren | member | 16 July 2017 | 16 July 2021 | |
| Andrej Gorazd Kunstek | member, representative |
employee | 12 June 2019 | 12 June 2023 |
| Mateja Živec | member, representative |
employee | 12 June 2019 | 31 December 2021 |
Composition of the supervisory board in 2021 (from 17 July 2021)
| Member | Title | Beginning of term of office |
Duration/expiry of term |
|
|---|---|---|---|---|
| Davor Ivan Gjivoje Jr | chairman | 8 March 2021 | 8 March 2025 | |
| Keith William Morris | deputy chair | 17 July 2021 | 17 July 2025 | |
| Klemen Babnik | member | 17 July 2021 | 17 July 2025 | |
| Matej Gomboši | member | 17 July 2021 | 17 July 2025 | |
| Andrej Gorazd Kunstek | member, employee representative |
12 June 2019 | 12 June 2023 | |
| Mateja Živec | member, representative |
employee | 12 June 2019 | 31 December 2021 |
The memberships of the supervisory board members in the individual committees of the supervisory board and their attendance of the meetings of the supervisory board and those of its committees are detailed in the Company's 2021 annual report, section 5 "Corporate governance statement under Article 70 of the Companies Act".
Data on the nominal amounts received by each of the supervisory board members and those of its committees in the 2021 financial year are given in Table 1. For each member of the supervisory board or its committees, the upper row refers to the remuneration for the 2021 financial year, and the lower row to the remuneration for the comparable 2020 financial year.
| Full name, position (chair, deputy chair, member, external committee member), |
(1) Remuneration for performing the function |
(2) SB and committee attendance fees |
(3) Total disbursement (1 |
Travel | (5) Remuneration from any Group |
|||
|---|---|---|---|---|---|---|---|---|
| term of office | Year* | SB | committees | SB | committees | + 2) | expenses** | company |
| Supervisory board members | ||||||||
| Davor Ivan Gjivoje Jr, SB chairman | 2021 | 15,970 | 0 | 3,795 | 0 | 19,765 | 36,705 | 0 |
| (SB member until 16/7/2021, SB chairman from 17/7/2021) |
2020 | 12,025 | 0 | 2,503 | 0 | 14,528 | 5,119 | 0 |
| 2021 | 14,300 | 0 | 3,795 | 0 | 18,095 | 2,271 | 0 | |
| Keith William Morris, SB deputy chairman | 2020 | 13,228 | 0 | 2,503 | 0 | 15,731 | 1,200 | 0 |
| Klemen Babnik, SB member | 2021 | 5,941 | 0 | 1,925 | 0 | 7,866 | 118 | 0 |
| (from 17/7/2021) | 2020 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Matej Gomboši, SB member | 2021 | 5,941 | 0 | 1,925 | 0 | 7,866 | 832 | 0 |
| (from 17/7/2021) | 2020 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 2021 | 13,000 | 0 | 3,795 | 0 | 16,795 | 69 | 0 | |
| Gorazd Andrej Kunstek, SB member | 2020 | 12,025 | 0 | 2,503 | 0 | 14,528 | 0 | 0 |
| Mateja Živec, SB member | 2021 | 13,000 | 0 | 3,795 | 0 | 16,795 | 69 | 0 |
| (until 31/12/2021) | 2020 | 12,025 | 0 | 2,503 | 0 | 14,528 | 0 | 0 |
| Mateja Lovšin Herič, SB chairman | 2021 | 10,589 | 0 | 1,870 | 0 | 12,459 | 0 | 0 |
Table 1: Remuneration of the members of the supervisory board and its committees for 2021 and 2020
| (1) | (5) | |||||||
|---|---|---|---|---|---|---|---|---|
| Remuneration for performing the |
(2) SB and committee |
(3) | Remuneration | |||||
| Full name, position (chair, deputy chair, member, external committee member), |
function | attendance fees | Total disbursement (1 |
Travel | from any Group |
|||
| term of office | SB | committees | SB | committees | + 2) | expenses** | company | |
| (until 16/07/2021) | 18,038 | 0 | 2,503 | 0 | 20,541 | 0 | 0 | |
| Andrej Kren, SB member | 7,059 | 0 | 1,870 | 0 | 8,929 | 0 | 0 | |
| (until 16/07/2021) | 2020 | 12,025 | 0 | 2,503 | 0 | 14,528 | 130 | 0 |
| Audit committee members | ||||||||
| Matej Gomboši, audit committee chairman (from 17/7/2021) |
2021 | 0 | 2,228 | 0 | 880 | 3,108 | 436 | 0 |
| 2020 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Gorazd Kunstek, audit committee member (from 17/7/2021) |
2021 2020 |
0 0 |
1,485 0 |
0 0 |
880 0 |
2,365 0 |
0 0 |
0 0 |
| Katarina Sitar Šuštar, external audit | 2021 | 0 | 6,675 | 0 | 0 | 6,675 | 22 | 0 |
| committee member | ||||||||
| (from 17/7/2021) Dragan Martinović, external audit committee |
2020 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| member | 2021 | 0 | 4,973 | 0 | 0 | 4,973 | 0 | 0 |
| (from 17/7/2021) | 2020 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Andrej Kren, chairman of the audit committee |
2021 | 0 | 2,647 | 0 | 2,420 | 5,067 | 0 | 0 |
| (until 16/07/2021) | 2020 | 0 | 4,509 | 0 | 1,782 | 6,291 | 98 | 0 |
| Mateja Lovšin Herič, audit committee member |
2021 | 0 | 1,765 | 0 | 2,420 | 4,185 | 0 | 0 |
| (until 16/07/2021) | 2020 | 0 | 3,006 | 0 | 1,782 | 4,788 | 0 | 0 |
| Ignac Dolenšek, external member of the | 2021 | 0 | 9,038 | 0 | 0 | 9,038 | 0 | 0 |
| audit committee (until 16/07/2021) |
2020 | 0 | 8,734 | 0 | 0 | 8,734 | 230 | 0 |
| Members of the nominations and | ||||||||
| remuneration committee Klemen Babnik, chairman of the nominations |
2021 | 0 | 2,228 | 0 | 220 | 2,448 | 7 | 0 |
| and remuneration committee | ||||||||
| (from 17/7/2021) | 2020 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Davor Ivan Gjivoje Jr, member of the nominations and remuneration committee |
2021 | 0 | 3,250 | 0 | 1,760 | 5,010 | 21,238 | 0 |
| 2020 | 0 | 3,006 | 0 | 594 | 3,600 | 1,280 | 0 | |
| Keith William Morris, member of the nominations and remuneration committee |
2021 2020 |
0 0 |
3,250 3,006 |
0 0 |
880 968 |
4,130 3,974 |
638 300 |
0 0 |
| Matej Gomboši, member of the nominations | 2021 | 0 | 1,485 | 0 | 220 | 1,705 | 109 | 0 |
| and remuneration committee | 2020 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| (from 17/7/2021) Gorazd Andrej Kunstek, |
||||||||
| – interim alternate member of the | 2021 | 0 | 1,553 | 0 | 1,100 | 2,653 | 0 | 0 |
| nominations and remuneration committee (from 4/3/2021 to 16/4/2021) |
||||||||
| – member of the nominations and | 2020 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| remuneration committee | ||||||||
| (from 9/9/2021) Mateja Lovšin Herič, chairman of the |
2021 | 0 | 2,647 | 0 | 1,540 | 4,187 | 0 | 0 |
| nominations and remuneration committee | 2020 | 0 | 4,509 | 0 | 968 | 5,477 | 0 | 0 |
| (until 16/07/2021) Andrej Kren, member of the nominations and |
||||||||
| remuneration committee | 2021 | 0 | 1,765 | 0 | 660 | 0 | 0 | 0 |
| (until 16/07/2021) | 2020 | 0 | 3,006 | 0 | 968 | 0 | 0 | 0 |
| Members of the risk committee | ||||||||
| Keith William Morris, risk committee chairman |
2021 | 0 | 4,875 | 0 | 1,540 | 6,415 | 1,117 | 0 |
| 2020 | 0 | 4,509 | 0 | 836 | 5,345 | 300 | 0 | |
| Davor Ivan Gjivoje Jr, risk committee member | 2021 2020 |
0 0 |
3,250 3,006 |
0 0 |
1,496 836 |
4,746 3,842 |
18,053 1,280 |
0 0 |
| 2021 | 0 | 12,451 | 0 | 0 | 12,451 | 0 | 0 | |
| Slaven Mićković, external risk committee member |
2020 | 0 | 10,991 | 0 | 0 | 10,991 | 0 | 0 |
| Janez Komelj, external risk committee | 2021 | 0 | 2,313 | 0 | 0 | 2,313 | 0 | 0 |
| member | 2020 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| (from 17/7/2021) | ||||||||
| Members of the fit & proper committee Keith William Morris, chairman of the fit and |
2021 | 0 | 3,993 | 0 | 1,056 | 5,049 | 766 | 0 |
| proper committee | ||||||||
| (member until 16/7/2021, chairman from 17/7/2021) |
2020 | 0 | 3,006 | 0 | 660 | 3,666 | 300 | 0 |
| Klemen Babnik, member of the fit and proper | 2021 | 0 | 1,485 | 0 | 660 | 2,145 | 0 | 0 |
| committee (from 17/7/2021) |
2020 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Rok Saje, external member of the fit and | 2021 | 0 | 3,250 | 0 | 1,496 | 4,746 | 0 | 0 |
| proper committee | 2020 | 0 | 3,006 | 0 | 814 | 3,820 | 0 | 0 |
| 2021 | 0 | 1,485 | 0 | 660 | 2,145 | 0 | 0 |
| Full name, position (chair, deputy chair, member, external committee member), |
(1) Remuneration for performing the function |
(2) SB and committee attendance fees |
(3) Total disbursement (1 |
Travel | (5) Remuneration from any Group |
|||
|---|---|---|---|---|---|---|---|---|
| term of office | Year* | SB | committees | SB | committees | + 2) | expenses** | company |
| Klara Hauko, external member of the fit and proper committee (from 17/7/2021) |
2020 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Mateja Živec, chairman of the fit and proper | 2021 | 0 | 2,647 | 0 | 660 | 3,307 | 0 | 0 |
| committee (until 16/07/2021) |
2020 | 0 | 4,509 | 0 | 154 | 4,663 | 0 | 0 |
| Andrej Kren, standing alternate member of | 2021 | 0 | 1,765 | 0 | 396 | 2,161 | 0 | 0 |
| the fit and proper committee (until 16/07/2021) |
2020 | 0 | 3,006 | 0 | 814 | 3,820 | 0 | 0 |
| Gorazd Andrej Kunstek, interim alternate | 2021 | 0 | 542 | 0 | 440 | 982 | 0 | 0 |
| member of the fit and proper committee (from 4/3/2021 to 16/4/2021) |
2020 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Davor Ivan Gjivoje Jr, interim alternate | 2021 | 0 | 542 | 0 | 440 | 982 | 0 | 0 |
| member of the fit and proper committee (from 4/3/2021 to 16/4/2021) |
2020 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
* Notes on the deviation of remuneration in 2020: After the Covida-19 epidemic was declared in Slovenia (12 March 2020), all members of the Sava Re supervisory board and the external members of its committees decided to observe one of the measures intended to ease the impact of the Covid-19 epidemic, waiving 30% of their remuneration for performing their function. The waiver of 30% of their remuneration was effective for March, April and May 2020.
** For 2021, the expenses of the supervisory board members also included the benefit of directors' and officers' liability insurance.
A comparison of supervisory board members' remuneration in the last five years is provided in Table 2.
Table 2: Comparison of supervisory board members' remuneration in the last five years
| Annual change | 2017 vs 2016 |
2018 vs 2017 |
2019 vs 2018 |
2020 vs 2019 |
2021 vs 2020 |
2021 (absolute amount for current year report) |
|---|---|---|---|---|---|---|
| Remuneration of supervisory board members | ||||||
| Davor Ivan Gjivoje Jr, SB chairman (SB member until 16/7/2021, SB chairman |
||||||
| from 17/7/2021) | - | 89.3% | 207.0% | 40.1% | 287.4% | 56,470 |
| Keith William Morris, SB deputy chairman | 89.7% | 86.9% | 102.0% | 69.4% | 120.3% | 20,366 |
| Klemen Babnik, SB member | ||||||
| (from 17/7/2021) | - | - | - | - | - | 7,984 |
| Matej Gomboši, SB member | ||||||
| (from 17/7/2021) | - | - | - | - | - | 8,698 |
| Gorazd Andrej Kunstek, SB member | 87.8% | 97.1% | 99.8% | 93.9% | 116.1% | 16,864 |
| Mateja Živec, SB member | ||||||
| (until 31/12/2021) | 116.9% | 95.3% | 101.6% | 93.9% | 116.1% | 16,864 |
| Mateja Lovšin Herič, SB chair | ||||||
| (until 16/07/2021) | 107.1% | 99.1% | 101.4% | 92.4% | 121.3% | 12,459 |
| Andrej Kren, SB member | ||||||
| (until 16/07/2021) | - | 105.4% | 104.9% | 89.2% | 121.8% | 8,929 |
The management body is defined under the applicable ZGD-1 and the Company's applicable articles of association. Under the Company's articles of association, the management body of Sava Re is the management board composed of two to five members. Under the applicable act on the management board, the management board is composed of four members.
The term "management board member" used in this document is a uniform term for both the "chair of the management board" and any "member of the management board", except where specific reference is made to the chair of the management board.
Where masculine grammatical forms are used for a management board member, they are deemed to be understood to relate to both men and women.
Remuneration of the members of the management board is regulated (1) by specific Solvency II policies: the Group's remuneration policy and that of Sava Re, (2) the Remuneration Policy for the Members of Supervisory and Management Bodies of the Sava Insurance Group, (3) the employment contracts of each management board member, and (4) the Methodology for Determining the Performance-based of Management Board Members of Sava Re, which is appended and forms part of each management board member's employment contract.
The remuneration of the management board members of Sava Re is proportionate to their roles, the scope of operations of the Company and the entire Group, and the financial condition and business results of both the Company and the Group. In addition, the remuneration of management board members is at a level that promotes the long-term sustainability of operations of the Company and the Group and ensures that remuneration is consistent with performance achieved.
The remuneration of management board members consists of a fixed component and a variable component. The variable component is determined so as not to allow the rewarding of management board member behaviour that encourages the uncontrolled exposure of the Company to risk.
The composition of the management board did not change in 2021.
Composition of the management board in 2021
| Member | Title | First appointed | Duration/expiry of term |
|---|---|---|---|
| 12 May 2017, | |||
| Marko Jazbec | chairman | new term of office 13 May | 13 May 2027 |
| 2022 | |||
| Jošt Dolničar | member | 31 December 2008 | 05/05/2022* |
| Polona Pirš Zupančič | member | 14 January 2018 | 14 January 2023 |
| Peter Skvarča | member | 19 June 2020 | 19 June 2025 |
Due to his appointment to the management board of the subsidiary Zavarovalnica Sava on 30 December 2021, Jošt Dolničar tendered his resignation as a member of the management board of Sava Re, effective as of the date of obtaining the licence to act as a member of the management board of Zavarovalnica Sava, but not earlier than 5 May 2022.
The fixed remuneration (base salary) of a management board member was pay for performance of duties, to pursue and assume responsibility, and it was determined taking into account the provision of financial stability, compensation of efforts and professional experience. The base salary did not depend on business performance or unpredictable factors. The chief guidance for determining a management board's base salary was the complexity of his function. The base salary of a member of the management board is set in the employment contract as a gross amount. Management board members are not entitled to a seniority bonus as this is already included in the base salary.
The variable remuneration is governed by the Methodology for Determining Variable Pay of a Management Board Member of Sava Re (hereinafter: the Methodology), adopted by the supervisory board, which also determines the bonus of each management board member. After the supervisory board approves the strategic and annual plans for the next year, the supervisory board lays down the quantitative and qualitative criteria for assessing the performance of individual management board members for that year.
The variable pay of a management board member consists of:
Eligibility for variable pay is determined once a year after the end of the financial year, when the results of the Sava Insurance Group have been audited and approved. Variable pay is determined under the conditions and in the amount determined in the Methodology. The payment of variable pay for management board members is decided by a supervisory board resolution.
If the amount of variable pay exceeds 30% of the management board member's annual salary, the payment of the variable pay above the 30% of the management board member's annual salary in the financial year to which the variable pay refers is deferred for a period of three years. If a management board member's term of office expires before the end of the deferment period, the management board member is entitled to be paid this amount upon expiration of his term of office.
The deferred part of variable pay is paid out provided that the management board member receives the bonus / variable pay (regardless of the type and amount of variable pay) and provided that there were no adverse consequences for the Company related to business in the year for which the management board member was awarded variable pay. The supervisory board adopts a special resolution on the deferment and a special resolution on the payment of the retained variable pay.
Variable remuneration was determined in the 2021 financial year and paid out based on the business performance of the Sava Insurance Group in 2020 and the achievement of individual goals as well as joint goals of the management board in 2020.
3.3.2.1.1 Quantitative criteria for determining the level of variable remuneration (businessperformance-based pay)
The quantitative criteria for determining the level of variable remuneration are used to measure performance against the achievement of the plan for a particular financial period. Businessperformance-based pay of a management board member is tied to three selected financial performance indicators at the Sava Insurance Group level:
Qualitative criteria for determining the level of variable remuneration are used to measure performance against the achievement of individual annual goals of each member of the management board and against the achievement of the joint annual goals of the management board. Qualitative criteria are vital for motivating individual management board members as well as the management board as a whole for the achievement of the annual and strategic plans, both of the Company and the Sava Insurance Group.
Individual-performance-based pay of a management board member relating to personal goals: Individual-performance-based pay of a management board member depends on the assessment of the Company's supervisory board whether the management board member has achieved the personal objectives as per annual assessment interviews (annually appended to the employment contract) and has contributed constructively to the objectives of the Company and the Group recorded in the Company's and the Group's plans approved by the supervisory board.
Board-performance-based pay based on common objectives of the management board: The part of salary for the overall performance of the management board received by a management board member depends on the assessment of the Company's supervisory board of whether the management board as a whole has achieved the objectives of common development projects, risk management objectives and other common goals as per the strategic plan of the Company and the Group set out in the Company's and Group's plans approved by the supervisory board.
In 2021 variable remuneration was paid to the management board members in the form of monetary remuneration, as evident from Table 3. For each member of the management board or its committees, the upper row refers to the remuneration for the 2021 financial year, and the lower row to the remuneration for the comparable 2020 financial year.
Data on the relative proportion of fixed and variable remuneration of a management board member for the 2021 (and 2020) financial year are provided in Table 3.
Data on the relative proportion of financial and non-financial criteria in variable remuneration for a management board member for the 2021 (and 2020) financial year are provided in Table 3.
There were no circumstances requiring payment of termination benefits to any management board member in 2021.
In addition, management board members are entitled to the following benefits and entitlements: allowance for annual leave, personal accident insurance, supplementary pension insurance and health insurance with medical assistance abroad. All management board members are covered against risks arising from the performance of their function (directors' and officers' insurance). Each management board member is entitled to a mobile phone and a company car, both with the right to use for private purposes.
Remuneration of management board members for 2021 is set out in Table 3.
| Year | (1) Fixed |
(2) Variable remuneration |
(3) Benefits and |
(4) Termination benefits, fulfilment of the |
(5) Return of |
(6) Maluses (refund |
(7) Total payment |
(8) Proportion of variable remuneration |
(9) Proportion of fixed and |
(10) Relative comparison to average employee salary (multiple) – for the Company and the Group* |
(11) Remuneratio n from any |
|||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Full name, position (chair, member), term of office |
remuneration | Disbursed | Deferred | other entitlements |
competitive clause, other termination payments |
bonus (clawbacks) |
of remuneration) |
(1 + 2 (paid out) + 3 + 4 - 5 - 6) |
from financial and non financial criteria (xx%/yy%) |
variable remuneration (xx%/yy%) |
Company | Group | Group company |
|
| Marko Jazbec | 2021 | 199,050 | 59,400 | 31,350 | 4,543 | - | - | - | 262,993 | 63.64%/36.36% | 68.69%/31.31 % |
3.6 | 4.9 | - |
| 2020 | 193,500 | 55,536 | 21,597 | 5,416 | - | - | - | 254,452 | 50.00%/50.00% | 71.50%/25.80 % |
3.7 | 5.0 | - | |
| Jošt Dolničar | 2021 | 179,400 | 53,460 | 28,215 | 9,079 | - | - | - | 241,939 | 63.64%/36.36% | 68.72%/31.28 % |
3.2 | 4.4 | - |
| 2020 | 174,135 | 49,980 | 19,437 | 9,700 | - | - | - | 233,815 | 50.00%/50.00% | 67.94%/32.06 % |
3.3 | 4.5 | - | |
| 2021 | 179,400 | 53,460 | 28,215 | 8,178 | - | - | - | 241,038 | 63.64%/36.36% | 68.72%/31.28 % |
3.2 | 4.4 | - | |
| Polona Pirš Zupančič | 2020 | 174,135 | 49,980 | 19,437 | 8,706 | - | - | - | 232,821 | 50.00%/50.00% | 71.50%/28.50 % |
3.3 | 4.5 | - |
| Peter Skvarča | 2021 | 179,400 | 40,838 | 14,108 | 11,417 | - | - | - | 231,655 | 63.64%/36.36% | 76.55%/23.45 % |
3.2 | 4.4 | - |
| 2020 | 95,700 | - | - | 6,597 | - | - | - | 102,297 | - | 100.00%/0.00 % |
3.3 | 4.5 | - | |
| Srečko Čebron | 2021 | - | - | - | - | - | - | - | - | - | - | - | - | - |
| 2020 | 73,177 | 80,171 | - | 3,705 | 89,100 | - | - | 246,153 | 50.00%/50.00% | 47.72%/52.28 % |
3.3 | 4.5 | - |
* Based on average salary of employee other than management board members.
In 2020, an amount of EUR 80,171 was disbursed for the management board member Srečko Čebron from deferred remuneration due relating to the years 2020, 2019 and 2018.
Data on the change in remuneration, Company performance and average employee remuneration in the Company (other than for management board members) for a full-time job in the period for the past four financial years are given in Table 4.
Table 4: Comparison of remuneration of the management board members, Company performance and the average remuneration of Company employees other than the members of management and supervisory bodies over the last five years
| Annual change | 2017 vs 2016 |
2018 vs 2017 |
2019 vs 2018* |
2020 vs 2019 |
2021 vs 2020* |
2021 (absolute amount for current reporting year) |
|---|---|---|---|---|---|---|
| Remuneration of management board | ||||||
| members | ||||||
| Marko Jazbec, chairman of the management | ||||||
| board | 0.0% | 170.5% | 133.0% | 105.6% | 103.4% | 262,993 |
| Jošt Dolničar, member of the management | ||||||
| board | 105.2% | 98.0% | 125.7% | 105.7% | 103.5% | 241,939 |
| Polona Pirš Zupančič, member of the | ||||||
| management board | - | - | 147.7% | 106.3% | 103.5% | 241,038 |
| Peter Skvarča, member of the management | ||||||
| board | - | - | - | - | 113.2% | 231,655 |
| Company performance | ||||||
| Profit or loss, net of tax | -5.5% | 38.3% | 16.7% | 12.3% | 35.1% | 76,167,178 |
| Return on revenue | -0.5 p.p. | 1.5 p.p. | 0.6 p.p. | 0.0 p.p. | 1.9 p.p. | 10.5% |
| Return on equity | -1.2 p.p. | 3.0 p.p. | 0.7 p.p. | -0.5 p.p. | 2.5 p.p. | 15.8% |
| Net expense ratio, including operating revenue | -1.2 p.p. | 0.8 p.p. | -1.2 p.p. | -1.8 p.p. | -0.5 p.p. | 29.0% |
| Average remuneration of other employees of | Average monthly | |||||
| the Company and the Group | salary | |||||
| Company employees | 93.7% | 117.0% | 89.3% | 105.4% | 102.7% | 4,622 |
| Group employees | 94.9% | 110.1% | 91.8% | 102.1% | 102.7% | 3,365 |
* The Methodology and level of variable remuneration of the management board members were amended in 2018 and 2020. In 2020, the variable remuneration methodology was also changed for the Company's other employees.
A management board member who also serves as a member of a supervisory body of a subsidiary waives all remuneration for the performance of his function in the supervisory body of the subsidiary.
In 2021, the Sava Re management board members received no remuneration from any other Sava Insurance Group member.
The management board member received no shares or stock options from the Company in 2021.
Under ZGD-1, the supervisory board may reclaim business-performance-based pay already paid from management board members relating to the performance of the Sava Insurance Group.
No circumstances arose in 2021 that would require the reclaim of any variable remuneration.
In the 2021 financial year, the management board members were awarded no monetary benefits, taxes or contributions, or services relating to their position as management board member by any third party in 2021.
In the 2021 financial year, the management board members were awarded no monetary benefits, taxes or contributions, or services for early termination of office, including changes agreed on in 2021.
In the 2021 financial year, the management board members were awarded no monetary benefits, taxes or contributions, or services for ordinary termination of office, including the monetary value and the amount that the Company would spend or reserve for that purpose in 2021.
The office of no management board member terminated in the financial year. Thus, in the past financial year, there were no financial benefits, taxes or contributions, or services awarded or promised to a former management board member who would have terminated his office in 2021.
***
Ljubljana, 5 May 2022 Ljubljana, 18 May 2022
Management Board of Sava Re d.d. Supervisory Board of Sava Re d.d.
Jošt Dolničar, Member
Polona Pirš Zupančič, Member
Peter Skvarča, Member
Marko Jazbec, Chairman Davor I. Gjivoje Jr, Chairman

KPMG SLOVENIJA, podjetje za revidiranje, d.o.o. Železna cesta 8a SI-1000 Ljubljana Slovenija
Telefon: +386 (0) 1 420 11 60 Internet: http://www.kpmg.si
Pursuant to the contract concluded with the company Pozavarovalnica Sava, d.d. (hereinafter: Company), we have reviewed the attached Report on Remuneration of the Management and Supervisory Board members of Pozavarovalnica Sava, d.d. in the financial year 2021, prepared by Company's
management on 5 April 2022 and outlining all remuneration paid to members of the management and supervisory bodies in the financial year that ended 31 December 2021, as required by Article 294.b of the Companies Act (ZGD-1) (hereinafter: Remuneration Report).
@ 2022 KPMG SLOVENIJA, podjetje za revidiranje, d.o.o., slo žia z omejeno odgovomostjo in članica globalne organizacije
odvisnih članic, ki so povezane s KPMG International Linitet
ebno angleško družbo z omejeno odoovomostio. Vse prav
TRR: 2168 2800 00 0 1861 102 vpls v sodni register. Okrožno sodišče v Ljublj
št. reg. vl.: 061/12062100
osnovni kanital: 54.892.00 ELUR osnovni kapital: 54.892,0
ID za DOV: 8120437145
matična št.: 5648556

Management and supervisory bodies are responsible for the preparation of the Remuneration Report based on provisions of Article 294.b of the Companies Act (ZGD- 1) and for such internal control as management
It is our responsibility to express a limited assurance conclusion on the Remuneration Report based on the procedures we have performed and the evidence we have obtained. We conducted our limited assurance engagement in accordance with International Standard on Assurance Engagements 3000 (Revised) - Assurance Engagements other than Audits or Investigations of Historical Financial Information (ISA 3000 - Revised) issued by the International Auditing and
In carrying out our procedures, we assessed whether the Remuneration Report prepared by the Company's management for the financial
We have complied with the independence and ethical requirements of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants. The Code is based on the fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional conduct.
The scope of work included, among others, following procedures:
determines is necessary to enable the preparation of the report to enable it to be free from material misstatement, whether due to fraud or error.
Assurance Standards Board. This standard requires that we plan and perform the engagement to obtain limited assurance about whether something has come to our attention that causes us to believe that the Remuneration Report contains a material misstatement, including with respect to compliance with the requirements of Article 294.b of the Companies Act, all subject to the criteria set out below.
year ended 31 December 2021 contained the information pursuant to Paragraph 2 and 3 of Article 294.b of the Companies Act (ZGD- 1).
Our firm operates in accordance with International Standards on Quality Management (ISQM 1) and maintains a comprehensive quality management system in accordance therewith, including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
therein comply with requirements of Article 294b of the Companies Act (ZGD- 1).
The nature and extent of our procedures were determined by reference to our assessment of the risks and our professional judgement in order to obtain limited assurance and does not include an opinion on the appropriateness of the Company's remuneration policy.
In limited assurance engagements, the procedures for gathering evidence are more limited than in reasonable assurance engagements and, as a result, less assurance is provided than in reasonable assurance or audit engagements. We consider that the evidence obtained is sufficient and provides a reasonable basis for our conclusion.
2

The remuneration of the Supervisory Board members is decided by a resolution of the Shareholders' Meeting.
The first point of the Remuneration Report states that the Company has not yet adopted a revised remuneration policy for members of the
Based on the procedures carried out and the evidence obtained, we confirm that we have not observed anything that would lead us to believe that the Remuneration Report prepared by the Company's management for the year
Management and Supervisory Board in accordance with Article 294a(2) of the Companies Act but plans to do so at the next Shareholders' Meeting.
Our conclusion on this matter is not adjusted.
ended 31 December 2021 contains information that would not comply in all material respects with Paragraph 2 and 3 of Article 294.b of the Companies Act (ZGD- 1).
On behalf of the audit company
KPMG SLOVENIJA, podjetje za revidiranje, d.o.o.
Nevenka Kržan Certified Auditor Director
KPMG Slovenija, d.o.o. 1
Ljubljana, 5 May 2022
3
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