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Pozavarovalnica Sava
Remuneration Information • Apr 11, 2023
1987_rns_2023-04-11_ed6e9787-47aa-4e81-a186-3db64cd2fc1d.pdf
Remuneration Information
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Directors' remuneration report of Sava Re d.d. for the financial year 2022
Contents
| 1 | Information on the results of the general meeting vote on the remuneration report for the financial year 2021 3 |
||
|---|---|---|---|
| 2 | Introduction to the remuneration report for 2022 3 | ||
| 3 | Remuneration of the members of the supervisory body 6 | ||
| 3.1 | Introduction 6 | ||
| 3.2 | Composition of the supervisory board in 2022 6 | ||
| 3.3 | Remuneration of the members of the supervisory board and its committees in 2022 7 | ||
| 3.4 | Comparison of supervisory board members' remuneration in the last five years 10 | ||
| 4 | Remuneration of the members of management bodies 11 | ||
| 4.1 | Introduction 11 | ||
| 4.2 | Composition of the management board in 2022 11 | ||
| 4.3 | Remuneration of management board members in 2022 12 | ||
| 4.3.1 | Fixed remuneration (base salary) 12 | ||
| 4.3.2 | Variable remuneration (performance-based pay) 12 | ||
| 4.3.3 | Relative proportion of fixed and variable remuneration 14 | ||
| 4.3.4 | Relative proportion of financial and non-financial criteria in variable remuneration 14 | ||
| 4.3.5 | Payment of the retained portion of variable remuneration to management board | ||
| members 14 | |||
| 4.3.6 | Termination benefit 14 | ||
| 4.3.7 | Benefits and other entitlements of management board members 14 | ||
| 4.3.8 | Annual change in remuneration, Company performance, average employee | ||
| remuneration 16 | |||
| 4.3.9 | Remuneration from other Sava Insurance Group members 16 | ||
| 4.3.10 Shares and stock options 17 | |||
| 4.3.11 Reclaimed variable remuneration 17 | |||
| 4.3.12 Financial benefits, taxes and contributions, and services 17 | |||
| 5 | Independent auditor's assurance report with limited assurance 18 |
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 2022
1 Information on the results of the general meeting vote on the remuneration report for the financial year 2021
The management and supervisory boards submitted for approval to the 38th general meeting of shareholders of Sava Re d.d. held on 23 June 2022 the Directors' Remuneration Report of Sava Re d.d. for the Financial Year 2021. 12,146,155 votes, representing 70.537% of the share capital, were cast in the vote on the proposed advisory resolution. Of these, 12,018,799 or 98.951% were in favour, 127,356 or 1.049% were against. There were 10,233 abstentions.
2 Introduction to the remuneration report for 2022
General information
The Directors' Remuneration Report of Sava Re d.d. for the Financial Year 2022 (hereinafter: the Remuneration Report) is a stand-alone document and provides a comprehensive overview of the remuneration of the Company's management and supervisory bodies, including all benefits in any form granted or payable during the last financial year to individual members during their term of office in accordance with the remuneration policy. All figures presented in the Remuneration Report are consistent with those presented in the audited annual report of the Sava Insurance Group and Sava Re for 2022. 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.
Preparation of the Remuneration Report
Legal basis of the Remuneration Report
Pursuant to Article 294a of the Slovenian Companies Act (ZGD-1), which entered into force on 24 August 2021 in accordance with Article 71(4) of the amendment to ZGD-1K (Official Gazette of the Republic of Slovenia, No 18/2021), every company whose securities are traded on a regulated market must prepare a remuneration policy.
In accordance with this provision, Sava Re has prepared a new Remuneration Policy for Members of Management and Supervisory Bodies of Sava Re d.d. (hereinafter: Remuneration Policy). This revised Remuneration Policy has been aligned with the provisions of Article 294a of ZGD-1, the guidelines for designing remuneration policies of the Slovenian Directors' Association1 and SDH's recommendations for designing remuneration policies for the management bodies of state-owned companies2 .
Key highlights of the Remuneration Policy revised in 2022:
- The provisions relating to the remuneration of the members of the management and supervisory bodies of subsidiaries, in particular of the Group's largest subsidiary, have been removed from the revised Remuneration Policy.
- For each item (component) of the remuneration of the members of the management bodies, the Remuneration Policy specifies the maximum amount or range within which negotiations with candidates for the management bodies are possible.
The Remuneration Policy, as revised in 2022, does not differ from the Remuneration Policy guidelines submitted for information to the 36th general meeting of shareholders in 2020 with regard to the type, content and level of remuneration of the members of management and supervisory bodies.
Result of the general meeting vote on the proposed Remuneration Policy
The management and supervisory boards submitted the Remuneration Policy to the 38th general meeting of shareholders (held on 23 June 2022) for approval. The proposed resolution to approve the Remuneration Policy was not passed. 12,144,922 votes, representing 70.529% of the share capital, were cast in the vote on the proposed advisory resolution. Of these, 5,021,029 or 41.343% were in favour, 7,123,893 or 58.657% were against. There were 11,466 abstentions.
Validity of the Remuneration Policy if not approved by the general meeting
The Remuneration Policy submitted to the 38th general meeting (held on 23 June 2022) complies with the law and is in force. This is because the general meeting vote on the Remuneration Policy was an advisory vote. This means that the Company can apply the Remuneration Policy but must put a revised Remuneration Policy to a vote at the next general meeting. All payments to the members of the management and supervisory bodies on the basis of the Remuneration Policy adopted by the management and supervisory boards of Sava Re in 2022 and submitted for approval to the 38th general meeting (held on 23 June 2022) are legally valid.
Additional information on the preparation of this Remuneration Report
Pursuant to the provisions of Article 294b of the Companies Act, Sava Re has prepared this Remuneration Report in accordance with the Remuneration Policy submitted to the 38 general meeting (held on 23 June 2022).
The Company fully complied with its Remuneration Policy regarding payments to the management and supervisory boards throughout the past year.
There were no deviations from the Remuneration Policy in 2022.
Performance highlights of the Sava Insurance Group and Sava Re d.d. for 2022
In 2022, the Sava Insurance Group generated EUR 753.6 million in operating revenue, up 2.9% year on year. The net profit of EUR 68.2 million was 10.4% lower than in the previous year but still better than planned. Return on equity was 14.9% and exceeded the target return set in the 2020–2022 strategy.
The performance highlights of the Sava Insurance Group and Sava Re d.d. are set out in the Company's public announcement of 3 March 2023 and are also available via the SEOnet information
1 https://www.zdruzenje-ns.si/knjiznica
2 Recommendation no. 9 (https://www.sdh.si).
system (https://seonet.ljse.si/default_en.aspx?language=en) and on the Company's official website (https://www.sava-re.si/en-si/).
Review of the Remuneration Report
The Remuneration Report has been reviewed by Deloitte Revizija d.o.o., Dunajska cesta 165, 1000 Ljubljana, which also audited the 2022 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.
Submission of the Remuneration Report to the general meeting
The Company will submit the Remuneration Report to the shareholders for approval at the next general meeting of Sava Re (scheduled for 5 June 2023).
Publication of the Remuneration Report
After the general meeting of Sava Re votes on the Remuneration Report (scheduled for 5 June 2023), the report will be published on the Company's website, where it will remain publicly available for at least ten years. Ten years after publication, public access to the personal data of the members of the management and supervisory bodies in the Remuneration Report will no longer be possible.
Information on the preparation of an updated Remuneration Policy for members of the management and supervisory bodies
Due to the negative vote, the Company will revise the Remuneration Policy and resubmit it to the shareholders for approval at the next ordinary general meeting of Sava Re (scheduled for 5 June 2023).
3 Remuneration of the members of the supervisory body
3.1 Introduction
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 grammatical forms are used in the Slovene wording for a supervisory board member, they are deemed to be understood to relate to both men and women.
The 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 do not receive any remuneration other than that stated and do not participate in the profits of the Company, except for the employee representatives on the supervisory board, who, in addition to remuneration for the performance of their function, attendance fees and reimbursement of other expenses, also receive income from their employment with the Company.
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/shareholdermeetings/.
3.2 Composition of the supervisory board in 2022
During 2022, the composition of the supervisory board changed but the composition of the committees did not.
The composition of the supervisory board and its committees in 2022 are disclosed in detail in the Company's 2022 annual report, section 4 "Report of the supervisory board".
| 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 |
| Edita Rituper | member, employee representative |
1 January 2022 | 12 June 2023 |
Composition of the supervisory board in 2022
The memberships of the supervisory board members in the individual committees of the supervisory board and their attendance at the meetings of the supervisory board and those of its committees are detailed in the 2022 annual report, section 5 "Corporate governance statement".
3.3 Remuneration of the members of the supervisory board and its committees in 2022
Data on the nominal amounts received by each of the supervisory board members and those of its committees in the 2022 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 2022 financial year, and the lower row to the remuneration for the comparable 2021 financial year.
| Full name, function (chair, deputy, member, external member of the committee), term of office Year* |
(1) Remuneration for performing the function |
(2) SB and committee attendance fees |
(3) | (5) | ||||
|---|---|---|---|---|---|---|---|---|
| Remuneration | ||||||||
| Total | Travel | from any | ||||||
| SB | committees | SB | committees | disbursement (1 + 2) |
expenses** | Group company |
||
| Supervisory board members | ||||||||
| Davor Ivan Gjivoje Jr, Chairman of the SB | 2022 | 19,5 | 0 | 2,915 | 0 | 22,415 | 38,329 | 0 |
| (SB member until 16/7/2021, SB chairman from 17/7/2021) | 2021 | 15,97 | 0 | 3,795 | 0 | 19,765 | 36,705 | 0 |
| 2022 | 14,3 | 0 | 2,915 | 0 | 17,215 | 4,991 | 0 | |
| Keith William Morris, SB deputy chairman | 2021 | 14,3 | 0 | 3,795 | 0 | 18,095 | 2,271 | 0 |
| Klemen Babnik, SB member | 2022 | 13 | 0 | 2,915 | 0 | 15,915 | 128 | 0 |
| (from 17/7/2021) | 2021 | 5,941 | 0 | 1,925 | 0 | 7,866 | 118 | 0 |
| Matej Gomboši, SB member | 2022 | 13 | 0 | 2,915 | 0 | 15,915 | 1,640 | 0 |
| (from 17/7/2021) | 2021 | 5,941 | 0 | 1,925 | 0 | 7,866 | 832 | 0 |
| 2022 | 13 | 0 | 2,915 | 0 | 15,915 | 325 | 0 | |
| Gorazd Andrej Kunstek, SB member | 2021 | 13 | 0 | 3,795 | 0 | 16,795 | 69 | 0 |
| Edita Rituper, SB member | 2022 | 13 | 0 | 2,915 | 0 | 15,915 | 81 | 0 |
| (from 01/1/2022) |
2021 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Mateja Živec, SB member | 2022 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| (until 31/12/2021) | 2021 | 13 | 0 | 3,795 | 0 | 16,795 | 69 | 0 |
| Mateja Lovšin Herič, SB chairwoman | 2022 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| (until 16/07/2021) | 2021 | 10,589 | 0 | 1,870 | 0 | 12,459 | 0 | 0 |
| Andrej Kren, SB member | 2022 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| (until 16/07/2021) | 2021 | 7,059 | 0 | 1,870 | 0 | 8,929 | 0 | 0 |
| Audit committee members | ||||||||
| Matej Gomboši, audit committee chair | 2022 | 0 | 4,875 | 0 | 2,596 | 7,471 | 1,735 | 0 |
| (from 17/7/2021) | 2021 | 0 | 2,228 | 0 | 880 | 3,108 | 436 | 0 |
| Gorazd Kunstek, audit committee member | 2022 | 0 | 3,250 | 0 | 2,596 | 5,846 | 271 | 0 |
| (from 17/7/2021) | 2021 | 0 | 1,485 | 0 | 880 | 2,365 | 0 | 0 |
| Katarina Sitar Šuštar, external audit committee member | 2022 | 0 | 10,625 | 0 | 0 | 10,625 | 107 | 0 |
| (from 17/7/2021) | 2021 | 0 | 6,675 | 0 | 0 | 6,675 | 22 | 0 |
| Dragan Martinović, external audit committee member | 2022 | 0 | 6,851 | 0 | 0 | 6,851 | 0 | 0 |
| (from 17/7/2021) | 2021 | 0 | 4,973 | 0 | 0 | 4,973 | 0 | 0 |
| Andrej Kren, chairman of the audit committee) | 2022 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| (until 16/07/2021) | 2021 | 0 | 2,647 | 0 | 2,420 | 5,067 | 0 | 0 |
| Mateja Lovšin Herič, audit committee member | 2022 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| (until 16/07/2021) | 2021 | 0 | 1,765 | 0 | 2,420 | 4,185 | 0 | 0 |
| Ignac Dolenšek, external member of the audit committee | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| (until 16/07/2021) | 0 | 9,038 | 0 | 0 | 9,038 | 0 | 0 | |
| Members of the nominations and remuneration committee | ||||||||
| Klemen Babnik, chairman of the nominations and remuneration committee | 2022 | 0 | 4,875 | 0 | 1,100 | 5,975 | 22 | 0 |
| (from 17/7/2021) | 2021 | 0 | 2,228 | 0 | 220 | 2,448 | 7 | 0 |
Table 1: Remuneration of the members of the supervisory board and its committees in 2022 and 2021
| Full name, function (chair, deputy, member, external member of the committee), term of office | (1) Remuneration for performing the function |
(2) SB and committee attendance fees |
(3) | (5) | |||||
|---|---|---|---|---|---|---|---|---|---|
| Travel | Remuneration | ||||||||
| Total | from any | ||||||||
| SB | committees | SB | committees | disbursement (1 + 2) |
expenses** | Group company |
|||
| 2022 | 0 | 3,250 | 0 | 1,100 | 4,350 | 25,258 | 0 | ||
| Davor Ivan Gjivoje Jr, member of the nominations and remuneration committee | 2021 | 0 | 3,250 | 0 | 1,760 | 5,010 | 21,238 | 0 | |
| 2022 | 0 | 3,250 | 0 | 1,100 | 4,350 | 2,316 | 0 | ||
| Keith William Morris, member of the nominations and remuneration committee | 2021 | 0 | 3,250 | 0 | 880 | 4,130 | 638 | 0 | |
| Matej Gomboši, member of the nominations and remuneration committee | 2022 | 0 | 3,250 | 0 | 1,100 | 4,350 | 735 | 0 | |
| (from 17/7/2021) | 2021 | 0 | 1,485 | 0 | 220 | 1,705 | 109 | 0 | |
| Gorazd Andrej Kunstek, | 2022 | 0 | 3,250 | 0 | 1,100 | 4,350 | 115 | 0 | |
| – alternate member of the nominations and remuneration committee (from 4/3/2021 to 16/4/2021) – member of the nominations and remuneration committee (from 09/9/2021) |
2021 | 0 | 1,553 | 0 | 1,100 | 2,653 | 0 | 0 | |
| 2022 | 0 | 0 | 0 | 440 | 440 | 0 | 0 | ||
| Edita Rituper, SB member | 2021 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Mateja Lovšin Herič, chairwoman of the nominations and remuneration committee | 2022 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| (until 16/07/2021) | 2021 | 0 | 2,647 | 0 | 1,540 | 4,187 | 0 | 0 | |
| Andrej Kren, member of the nominations and remuneration committee | 2022 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| (until 16/07/2021) | 2021 | 0 | 1,765 | 0 | 660 | 2,425 | 0 | 0 | |
| Members of the risk committee | |||||||||
| 2022 | 0 | 4,875 | 0 | 1,540 | 6,415 | 3,242 | 0 | ||
| Keith W. Morris, risk committee chair | 2021 | 0 | 4,875 | 0 | 1,540 | 6,415 | 1,117 | 0 | |
| 2022 | 0 | 3,250 | 0 | 1,540 | 4,790 | 25,258 | 0 | ||
| Davor Ivan Gjivoje Jr, risk committee member | 2021 | 0 | 3,250 | 0 | 1,496 | 4,746 | 18,053 | 0 | |
| 2022 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Slaven Mićković, external risk committee member** | 2021 | 0 | 12,451 | 0 | 0 | 12,451 | 0 | 0 | |
| Janez Komelj, external risk committee member | 2022 | 0 | 6,254 | 0 | 0 | 6,254 | 0 | 0 | |
| (from 17/7/2021) | 2021 | 0 | 2,313 | 0 | 0 | 2,313 | 0 | 0 | |
| Members of the fit and proper committee | |||||||||
| Keith William Morris, chairman of the fit and proper committee | 2022 | 0 | 4,875 | 0 | 660 | 5,535 | 1,389 | 0 | |
| (member until 16/7/2021, chairman from 17/7/2021) |
2021 | 0 | 3,993 | 0 | 1,056 | 5,049 | 766 | 0 | |
| Klemen Babnik, member of the fit and proper committee | 2022 | 0 | 3,250 | 0 | 660 | 3,910 | 13 | 0 | |
| (from 17/7/2021) | 2021 | 0 | 1,485 | 0 | 660 | 2,145 | 0 | 0 | |
| 2022 | 0 | 3,250 | 0 | 660 | 3,910 | 0 | 0 | ||
| Rok Saje, external member of the fit and proper committee | 2021 | 0 | 3,250 | 0 | 1,496 | 4,746 | 0 | 0 | |
| Klara Hauko, external member of the fit and proper committee | 2022 | 0 | 3,250 | 0 | 660 | 3,910 | 0 | 0 | |
| (from 17/7/2021) | 0 | 1,485 | 0 | 660 | 2,145 | 0 | 0 | ||
| Mateja Živec, chair of the fit and proper committee | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| (until 16/07/2021) | 0 | 2,647 | 0 | 660 | 3,307 | 0 | 0 | ||
| Andrej Kren, standing alternate member of the fit and proper committee | 2021 2022 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| (until 16/07/2021) | 2021 | 0 | 1,765 | 0 | 396 | 2,161 | 0 | 0 |
| Full name, function (chair, deputy, member, external member of the committee), term of office Year* |
(1) | (2) | (3) | (5) | ||||
|---|---|---|---|---|---|---|---|---|
| Remuneration for performing the function |
SB and committee attendance fees |
Total | Travel | Remuneration from any |
||||
| SB | committees | SB | committees | disbursement (1 + 2) |
expenses** | Group company |
||
| Gorazd Andrej Kunstek, interim alternate member of the fit and proper committee | 2022 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| (from 4/3/2021 to 16/4/2021) | 2021 | 0 | 542 | 0 | 440 | 982 | 0 | 0 |
| Davor Ivan Gjivoje Jr, interim alternate member of the fit and proper committee | 2022 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| (from 4/3/2021 to 16/4/2021) |
2021 | 0 | 542 | 0 | 440 | 982 | 0 | 0 |
* For 2022, the expenses of the supervisory board members also included the benefit of directors' and officers' liability insurance (D&O).
** The membership of Dr Slaven Mićković in the risk committee was suspended during 2022 due to his business relationship with the Company and the potential conflicts of interest involved.
3.4 Comparison of supervisory board members' remuneration in the last five years
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 | 2018 vs 2017 |
2019 vs 2018 |
2020 vs 2019 |
2021 vs 2020 |
2022 vs 2021 |
2022 (absolute amount for current reporting year) |
|---|---|---|---|---|---|---|
| Remuneration of the supervisory board members | ||||||
| Davor Ivan Gjivoje Jr, Chairman of the SB (SB member until 16/7/2021, SB chairman from 17/7/2021) |
-10.71% | 106.98% | -59.93% | 187.42% | 7.57% | 60,744 |
| Keith William Morris, SB deputy chairman Klemen Babnik, SB member |
-13.08% | 1.96% | -30.64% | 20.29% | 9.03% | 22,206 |
| (from 17/7/2021) | - | - | - | - | 100.94% | 16,043 |
| Matej Gomboši, SB member | ||||||
| (from 17/7/2021) | - | - | - | - | 101.83% | 17,555 |
| Gorazd Andrej Kunstek, SB member | -2.86% | -0.24% | -6.12% | 16.08% | -3.70% | 16,240 |
| Edita Rituper, SB member (until 31/12/2021) |
- | - | - | - | - | 15,996 |
4 Remuneration of the members of management bodies
4.1 Introduction
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 three 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 in the Slovene wording 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 Members of Supervisory and Management Bodies of Sava Re d.d., (3) the employment contracts of each management board member, and (4) the Methodology for Determining the Variable Pay of s Management Board Member 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 the 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 the performance achieved.
The remuneration of the 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.
4.2 Composition of the management board in 2022
The composition of the management board changed during 2022. On 4 May 2022, Jošt Dolničar ceased to be a member of the management board of Sava Re because he assumed the position of chairman of the management board of the subsidiary Zavarovalnica Sava.
| Member | Title | First appointed | Duration/expiry of term | |||||
|---|---|---|---|---|---|---|---|---|
| Marko Jazbec | chairman | 12 May 2017 new term of office 13 May 2022 |
13 May 2027 | |||||
| Polona Pirš Zupančič | member | 14 January 2023 new term of office 15 January 2023 |
14 January 2023 | |||||
| Peter Skvarča | member | 19 June 2020 | 19 June 2025 | |||||
| Jošt Dolničar | member | 31 December 2008 | 4 May 2022* |
Composition of the management board in 2022
* Jošt Dolničar's term as a member of the management board of Sava Re ended prematurely.
4.3 Remuneration of management board members in 2022
4.3.1 Fixed remuneration (base salary)
The fixed remuneration (base salary) of a management board member was pay for the performance of duties, for the pursuit and acceptance of 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 main guidance for determining the base salary of a management board member was the complexity of their function. The base salary of a management board member 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.
4.3.2 Variable remuneration (performance-based pay)
The variable remuneration is governed by the Methodology for Determining the Variable Pay of a Management Board Member of Sava Re (hereinafter: the Methodology) adopted by the supervisory board, which determines the variable part of the remuneration of a member of the management board. 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 remuneration of a management board member consists of:
- business-performance-based pay,
- individual-performance-based pay relating to annual personal goals of a management board member,
- board-performance-based pay based on common goals of the management board.
Eligibility for variable remuneration 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 remuneration is determined under the conditions and in the amount determined in the Methodology. The payment of variable remuneration for the management board members is decided by a supervisory board resolution.
If the amount of the variable pay, which is determined for the first time and is not based on the amounts previously deferred, exceeds 30% of the management board member's regular annual salary net of performance-based pay, the payment of the variable pay above the 30% of the management board member's regular annual salary in the financial year to which the variable pay refers is deferred for a period of three years. The supervisory board adopts a special resolution on the deferment and a special resolution on the payment of the retained variable pay.
Before paying out deferred variable pay, the Company verifies whether all conditions for payment are met.
The supervisory board may decide not to pay out deferred performance-based pay of a management board member if the Company and/or the Group has shown materially negative operating trends during the period to which the deferred payment relates, if such trends are also due to the decisions taken by that management board member.
Furthermore, deferred performance-based pay is not paid out if a management board member breached his legal and/or other obligations during the period to which the deferred payment relates. Management board members are deemed to have breached their duties if they have failed to act in the interests of the Company and with the care of a diligent and fair businessperson.
Variable remuneration was determined in the 2022 financial year and paid out based on the business performance of the Sava Insurance Group in 2021 and the achievement of individual goals as well as joint goals of the management board in 2021, in line with the Methodology effective until 31 December 2021.
4.3.2.1 Criteria for determining the level of variable remuneration
4.3.2.1.1 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:
- return on equity (ROE): the basis for determining the amount of the bonus is the achievement of the planned percentage of return on equity of the Sava Insurance Group;
- return on revenue (ROR): the basis for determining the amount of the bonus is the achievement of the planned percentage of return on revenue of the Sava Insurance Group;
- expense ratio: the basis for determining the amount of the bonus is the achievement of the planned percentage of net expense ratio of the Sava Insurance Group.
4.3.2.1.2 Qualitative criteria for determining the level of variable remuneration (consisting of individual-performance-based pay based on individual goals of each management board member, and individual-performance-based pay based on joint goals of the management board)
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 goals set out in the annual performance appraisal interviews (annually appended to the employment contract) and has contributed constructively to the goals of the Company and the Group set out in the Company's and the Group's plans approved by the supervisory board.
Board-performance-based pay based on common goals of the management board: The part of the 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 goals of common development projects, risk management goals and other common goals as set out in the strategic plan of the Company and the Group and laid down in the Company's and Group's plans approved by the supervisory board.
In 2022, 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 2022 financial year, and the lower row to the remuneration for the comparable 2021 financial year.
4.3.3 Relative proportion of fixed and variable remuneration
Data on the relative proportion of fixed and variable remuneration of a management board member for the 2022 (and 2021) financial year are shown in Table 3.
4.3.4 Relative proportion of financial and non-financial criteria in variable remuneration
Data on the relative proportion of financial and non-financial criteria in variable remuneration for a management board member for the 2022 (and 2021) financial year are provided in Table 3.
4.3.5 Payment of the retained portion of variable remuneration to management board members
On the basis of the supervisory board's resolution, taking into account the methodology for calculating the variable portion of the management board member's remuneration for 2018, 2019, 2020 and 2021, the Company paid the retained portions of the variable remuneration from the previous financial years to Jošt Dolničar (upon early termination of his 2018–2022 term of office) and Marko Jazbec (after the end of his 2017–2022 term of office) at the end of the terms of the members of the management board in 2022. Details on the remuneration from the payment of the retained portion of variable remuneration to the members of the management board are presented in Table 3.
4.3.6 Termination benefit
There were no circumstances requiring payment of termination benefits to any management board member in 2022.
4.3.7 Benefits and other entitlements of management board members
In addition, the management board members are entitled to the following benefits and entitlements: an 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 – D&O). Each management board member is entitled to a mobile phone and a company car, both of which may be used for private purposes.
Remuneration of the management board members for 2022 is set out in Table 3.
| (1) Fixed Year remunera tion |
(2) Variable remuneration |
(4) Termination (3) benefits, Benefits fulfilment of and other the entitleme competitive nts clause, other |
(5) Return of bonus (clawbacks ) |
(6) Maluses (refund of remunerati on) |
(7) Total payment (1 + 2 (disbursed ) + 3 + 4 - |
(8) Proportion of variable remuneration (from financial and non financial criteria) |
(9) Proportion of fixed compared to variable remuneration (xx%/yy%) |
(10) Relative comparison to average employee salary (multiple) – for the Company and the Group* |
(11) Remune ration from any Group compan |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Full name, position (chair, member), term of office |
Disbursed | Deferred**** | termination payments |
5 - 6) |
(xx%/yy%) | Comp any |
Group | y | ||||||
| Marko Jazbec | 2022 | 210,586 | 59,374 | 0 | 3,707 | - | - | - | 273,667 | 57.50%/42.50% | 4.2 | 5.3 | - | |
| 2022*** | - | 96,249 | - | - | - | - | - | 96,249 | 72.73%/27.27% | |||||
| 2021 | 199,050 | 59,400 | 31,350 | 4,543 | - | - | - | 262,993 | 63.64%/36.36% | 68.69%/31.31% | 3.6 | 4.9 | - | |
| Polona Pirš Zupančič | 2022 | 179,400 | 53,460 | 28,215 | 14,454 | - | - | - | 247,314 | 72.73%/27.27% | 66.67%/33.33% | 3.5 | 4.4 | - |
| 2021 | 179,400 | 53,460 | 28,215 | 8,178 | - | - | - | 241,038 | 63.64%/36.36% | 68.72%/31.28% | 3.2 | 4.4 | - | |
| Peter Skvarča | 2022 | 179,400 | 53,460 | 28,215 | 10,147 | - | - | - | 243,007 | 72.73%/27.27% | 66.67%/33.33% | 3.5 | 4.4 | - |
| 2021 | 179,400 | 40,838 | 14,108 | 11,417 | - | - | - | 231,655 | 63.64%/36.36% | 76.55%/23.45% | 3.2 | 4.4 | - | |
| Jošt Dolničar** |
2022 | 62,625 | 53,460 | 0 | 2,761 | - | - | - | 118,845 | 4.4 | - | |||
| 2022*** | - | 86,622 | - | - | - | - | - | 86,622 | 72.73%/27.27% | 30.89%/69.11% | 3.5 | |||
| 2021 | 179,400 | 53,460 | 28,215 | 9,079 | - | - | - | 241,939 | 63.64%/36.36% | 68.72%/31.28% | 3.2 | 4.4 | - |
Table 3: Remuneration of the members of the management board in 2022 and 2021
* Based on the average salary of employees other than management board members. The average salary is EUR 4,294 in the Company and EUR 3,384 in the Group.
** Jošt Dolničar's term as a member of the management board of Sava Re ended on 4 May 2022.
*** Variable remuneration paid also includes portions of the bonuses from the deferred remuneration for 2021, 2020, 2019 and 2018, which was paid out in 2022 to the chairman of the management board, Marko Jazbec, in the amount of EUR 96,249, and to a member of the management board, Jošt Dolničar, in the amount of EUR 86,622.
**** Deferred variable remuneration includes portions of the bonuses for the years 2018, 2019, 2020 and 2021 that will be paid in future years.
4.3.8 Annual change in remuneration, Company performance, average employee remuneration
Data on the change in remuneration, Company performance and average employee remuneration in the Company (other than for management board members) for full-time employment for the past four financial years are given in Table 4. The remuneration used in the calculations in the following table includes the fixed remuneration paid during the period and the variable portion of the bonuses relating to that period (e.g. the variable portion of the bonus paid in 2022 and relating to 2021 is taken into account in 2021; the same applies accordingly to the other years).
Table 4: Comparison of the annual change in remuneration of the management board members, the annual change in the Company's performance indicators and the annual change in average remuneration of the Company's employees other than the members of management and supervisory bodies over the last five years
| Annual change | ||||||
|---|---|---|---|---|---|---|
| Remuneration of management board members* |
2017 vs 2016 |
2018 vs 2017 | 2019 vs 2018** |
2020 vs 2019 |
2021 vs 2020** |
2022 (absolute amount for current reporting year) |
| Marko Jazbec, chairman of the management board |
- | 24.2% | 18.4% | 7.2% | 1.6% | 214,293 |
| Jošt Dolničar, member of the management board |
7.4% | 15.2% | 17.3% | 7.2% | 1.7% | 182,161 |
| Polona Pirš Zupančič, member of the management board |
- | - | 19.2% | 7.1% | 1.8% | 193,854 |
| Peter Skvarča, member of the management board |
- | - | - | - | -3.3% | 189,547 |
| Company performance | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 |
| Profit or loss, net of tax | 31,094,908 | 43,011,849 | 50,194,588 | 56,386,299 | 76,167,178 | 68,242,586 |
| Year-on-year change | -5.5% | 38.3% | 16.7% | 12.3% | 35.1% | -10.4% |
| Return on revenue | 6.5% | 8.0% | 8.6% | 8.6% | 10.5% | 9.1% |
| Year-on-year change | -0.5 p.p. | 1.5 p.p. | 0.6 p.p. | 0.0 p.p. | 1.9 p.p. | -1.4 p.p. |
| Return on equity | 10.1% | 13.1% | 13.8% | 13.3% | 15.8% | 13.5% |
| Year-on-year change | -1.2 p.p. | 3.0 p.p. | 0.7 p.p. | -0.5 p.p. | 2.5 p.p. | -2.3 p.p. |
| Net expense ratio, including operating revenue |
31.4% | 32.8% | 31.6% | 29.5% | 29.0% | 29.3% |
| Year-on-year change | -1.5 p.p. | 1.4 p.p. | -1.2 p.p. | -2.1 p.p. | -0.5 p.p. | 0.3 p.p. |
| Average remuneration per employee in the Company and the Group |
2018 vs 2017 |
2019 vs 2018 | 2020 vs 2019 |
2021 vs 2020 |
2022 vs 2021 |
Average annual remuneration per employee |
| Company employees | 17.0% | -10.7% | 5.4% | 2.7% | -7.1% | 51,527 |
| Group employees | 12.9% | -6.5% | 4.4% | 2.8% | -2.8% | 40,608 |
* Amounts are restated on an annual basis for terms of office that began or ended during the financial year under review.
** The Methodology and the level of variable remuneration of the management board members were amended in 2018 and 2020. In 2020, the methodology of variable remuneration was also changed for the Company's other employees.
4.3.9 Remuneration from other Sava Insurance Group members
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 2022, the Sava Re management board members received no remuneration from any Sava Insurance Group member other than Sava Re.
4.3.10 Shares and stock options
The management board members received no shares or stock options from the Company in 2022.
4.3.11 Reclaimed variable remuneration
Under ZGD-1, the supervisory board may reclaim from the management board members the business-performance-based pay disbursed relating to the performance of the Sava Insurance Group.
No circumstances arose in 2022 that would require the reclaim of any variable remuneration.
4.3.12 Financial benefits, taxes and contributions, and services
In the 2022 financial year, the management board members were awarded no monetary benefits, taxes or contributions, or services relating to their position as management board members by any third party in 2022.
In the 2022 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 2022.
In the 2022 financial year, the management board members were awarded no monetary benefits, taxes or contributions, or services for ordinary termination of office, including any monetary value or amount that the Company would spend or reserve for that purpose in 2022.
In the 2022 financial year, Jošt Dolničar ceased to be a member of the management board of Sava Re because he assumed the position of chairman of the management board of the subsidiary Zavarovalnica Sava. In spite of the early termination of his term as a member of the management board of Sava Re, no additional financial or other benefits or services were provided to Jošt Dolničar in this regard. Upon the early termination of his term of office, he was paid the portion of his variable remuneration withheld from previous financial years. Details of this remuneration are given in Table 3.
Ljubljana, 22 March 2023 Ljubljana, 22 March 2023
Marko Jazbec, Chairman Davor Ivan Gjivoje Jr, Chairman
Polona Pirš Zupančič, Member
Peter Skvarča, Member
David Benedek, Member
5 Independent auditor's assurance report with limited assurance
Deloitte revizija d.o.o. Dunajska cesta 165 1000 Ljubljana Slovenija Tel: +386 (0) 1 3072 800
Faks: +386 (0) 1 3072 900
www.deloitte.si
INDEPENDENT AUDITOR'S LIMITED ASSURANCE REPORT RELATED TO REMUNERATION REPORT FOR YEAR 2022
To the Shareholders of Sava Re, d.d.
We have performed limited assurance engagement as to whether the Director's Remuneration Report of Sava Re, d.d. ('the Report') for the year ended 31 December 2022, prepared by the Management Board and the Supervisory Board of Sava Re, d.d. (hereinafter 'the company'), is prepared in accordance with the requirements of Article 294.b of the Companies Act (hereinafter 'ZGD-1').
Identification criteria
in accordance with the requirement of ZGD-1 we have examined whether the Report contains all the information required by paragraphs 2 and 3 of Article 294.b of ZGD-1. The auditor's task is not to verify the actual accuracy of the Report and the information contained therein.
Purpose of the report
Our limited assurance report is intended solely to meet the requirements of Article 294.b of the Companies Act and for your information and may not be used for any other purpose. Our report relates only to the Remuneration report and does not apply to the financial statements of the company as a whole.
The responsibility of the Management Board and Supervisor Board for the Report
The Management Board and Supervisory Board are responsible for the preparation of the Report in accordance with Article 294.b of ZGD-1. The Management Board is responsible for publishing the Report on the Company's website immediately after the voting at the Shareholder's meeting, where it must be available free of charge for ten years.
The Management Board is responsible for such internal control as management determines is necessary to enable the preparation of the Report that is free from material misstatement, whether due to fraud or error and that is consistent with legal requirements.
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Deloitte.
Auditor's Responsibility
Our responsibility is to express our conclusion on limited assurance for the Report based on the procedures we carried out and on the evidence we obtained. Our limited assurance engagement was carried out in accordance with International Standard on Assurance Engagements (ISAE) 3000 (revised) - Assurance Engagements other than Audits or Reviews of Historical Financial Information, issued by the International Auditing and Assurance Standards Board. Pursuant to the standard, the auditor shall plan and perform the engagement in the way that will allow the auditor to obtain limited assurance that nothing has come to the auditor's attention that would cause the auditor to believe that the Report includes material misstatement in terms of compliance with the requirements of Article 294.b of ZGD-1.
Our independence and quality control
We performed our work in accordance with independence and ethical requirements under the International Code of Ethics for Professional Accountants (including International Independence Standards) issues by International Ethics Standards Board for Accountants (IESBA Code). The Code is prepared based on the principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.
As a part of its compliance with International Standards on Quality Control (ISQC 1), our company maintains a comprehensive quality control system, including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
Summary of the work performed
The nature and scope of our procedures were determined on the basis of risk assessment and our professional judgement with the purpose to obtain limited assurance.
The procedures for obtaining evidence in a limited assurance engagement are more limited in relation to a reasonable assurance engagement; therefore, less assurance is provided than in reasonable assurance or audit engagements.
The procedures carried out within the scope of our engagement include:
- · Understanding the resolutions of the Shareholder's meeting the adopted remuneration policy and inquiring with the Management Board, the Supervisory Board and other employees in order to gain an understanding of the remuneration policy and the procedures implemented by the company in preparing the Report;
- · obtaining a list of persons for whom there is an obligation to include data in the Report in the year for which the Report is being prepared and verifying that their remuneration is disclosed in the Report;
- verification that the Report contains all the information required by paragraphs 2 and 3 of Article 294.b of ZGD-1.
We believe that the obtained evidence is sufficient and appropriate to provide basis for our conclusion.
Deloitte.
Conclusion
Based on our procedures and the evidence obtained, nothing has come to our attention that would cause us to believe that the Report for the year ended 31.12.2022 as prepared by the Company does not, in all material respect, include the information as required by paragraph 2 and 3 of Article 294.b of ZGD-1.
Emphasis of Matter
As disclosed in Director's remuneration report in Chapter 2 Introduction to the remuneration report for 2022, the management and supervisory board of the company Sava Re, d.d. adopted the remuneration policy, which was submitted to the general meeting of the company Sava Re, d.d. in accordance with the transitional provisions of the ZGD-1K amendment on 23 June 2022, but the decision was not approved. The company still uses the remuneration policy, but it needs to submit the amended remuneration policy for voting at the next general meeting. The company will submit the remuneration report to the shareholders for approval at the next regular meeting of Save Re, d.d. Our opinion in respect of this matter is not modified.
DELOITTE REVIZIJA d.o.o.
Barbara Žibret Kralj Certified auditor
For signature please refer to the original Slovenian version.
Ljubljana, 22 March 2023
Deloitte. DELOITTE REVIZIJA D.O.O.
Ljubljana, Slovenija 3
TRANSLATION ONLY, SLOVENE ORIGINAL PREVAILS
S SAVARe
Sava Re d.d.
Dunajska cesta 56, P.O.B. 318 SI-1001 Ljubljana, Slovenia T +386 1 47 50 200 F +386 1 47 50 264 [email protected] www.sava-re.si