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Pozavarovalnica Sava
Remuneration Information • Apr 10, 2025
1987_rns_2025-04-10_f8d6d39d-c6fb-41fc-991c-33dfdafec857.pdf
Remuneration Information
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Directors' Remuneration Report of Sava Re d.d. for the Financial Year 2024
Contents
Contents
| 1 | Information on the results of the general meeting vote on the remuneration report for the | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| financial year 2023 4 |
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| 2 | Introduction to the remuneration report for the financial year 2024 4 |
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| 3 | Remuneration of members of the supervisory body6 | ||||||||
| 3.1 | Introduction 6 |
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| 3.2 | Composition of the supervisory board in 2024 6 |
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| 3.3 | Remuneration of the members of the supervisory board and its committees in 2024 7 |
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| 3.4 | Comparison of supervisory board members' remuneration in the last five years 10 |
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| 4 | Remuneration of the members of management bodies11 | ||||||||
| 4.1 | Introduction 11 |
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| 4.2 | Composition of the management board in 2024 11 |
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| 4.3 | Remuneration of management board members in 2024 12 |
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| 4.3.1 | Fixed remuneration (base salary) 12 |
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| 4.3.2 | Variable remuneration 12 |
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| 4.3.3 | Relative proportion of fixed and variable remuneration 13 |
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| 4.3.4 | Relative proportion of financial and non-financial criteria in variable remuneration 14 |
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| 4.3.5 | Payment of retained variable remuneration 14 |
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| 4.3.6 | Termination benefit 14 |
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| 4.3.7 | Other rights 14 |
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| 4.3.8 | Annual change in remuneration, Company performance and average employee | ||||||||
| remuneration 16 |
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| 4.3.9 | Remuneration from other Sava Insurance Group members 17 |
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| 4.3.10 | Shares and stock options 17 |
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| 4.3.11 | Reclaimed variable remuneration 17 |
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| 4.3.12 | Financial benefits, taxes and contributions, and services 17 |
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| 5 | Independent auditor's assurance report with limited assurance18 |
In accordance with Article 294b of the Slovenian Companies Act (Official Gazette of the Republic of Slovenia, No. 42/2006, as amended; ZGD-1), Sava Re d.d., Dunajska 56, 1000 Ljubljana, has compiled this
DIRECTORS' REMUNERATION REPORT OF SAVA RE D.D. FOR THE FINANCIAL YEAR 2024
1 Information on the results of the general meeting vote on the remuneration report for the financial year 2023
The management and supervisory boards submitted for approval to the 40th general meeting of shareholders of Sava Re d.d. held on 27 May 2024 the Directors' Remuneration Report of Sava Re d.d. for the Financial Year 2023. 11,604,473 votes were cast, representing 67,39% of the share capital. Of these, 11,569,511 or 99,70% were in favour, and 34,962 or 0,30% were against. There were 5,580 abstentions.
2 Introduction to the remuneration report for the financial year 2024
General information
Directors' Remuneration Report of Sava Re d.d. for the Financial Year 2024 (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 2024. 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 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 prepared a new Remuneration Policy for Members of Management and Supervisory Bodies of Sava Re d.d. (the Remuneration Policy) in 2024. The Company has prepared the Remuneration Policy on the basis of and in accordance with Article 294a of ZGD-1 and taking into account the Guidelines for Designing Remuneration Policies and the Directors' Remuneration Report – for public limited companies (issued by the Slovenian Directors' Association, 8 December 2021; the SDA guidelines) and the Recommendations and Expectations of the Slovenian Sovereign Holding (issued by the SSH, 18 December 2023; the SSH recommendations).
The thematic focus of the revised Policy:
- The variable remuneration of management board members:
- o The set of criteria for determining the variable remuneration has been updated (ratio and structure of short-term and long-term criteria, as well as financial and nonfinancial criteria).
- o The section on the deferral of the variable remuneration has been updated: both the amount and the deferral period have been redefined.
- Termination benefits of management board members:
- o The section on termination benefits due to early termination of term of office has been updated.
- The non-compete clause of management board members:
- o A new section on the non-compete clause has been added to the Policy.
- Editorial corrections:
- o The denomination of certain types of remuneration has been aligned with the SSH recommendations.
The revised Policy does not differ from the guidelines of the existing Remuneration Policy with respect to the type, substance and maximum level or range of remuneration for members of management and supervisory bodies.
Result of the general meeting vote on the proposed Remuneration Policy (2024)
The management and supervisory boards submitted the Remuneration Policy to the 40th general meeting of shareholders (held on 27 May 2024) for approval. The proposed resolution to approve the Remuneration Policy was carried. 11,549,064 votes were cast, representing 67.07% of the share capital. Of these, 11,510,813 or 99,67% were in favour, and 38,251 or 0.33% were against. There were 60,989 abstentions.
Additional information on the preparation of this Remuneration Report
Pursuant to the provisions of Article 294b of ZGD-1, Sava Re has prepared this Remuneration Report in accordance with the Remuneration Policy submitted to the 40th general meeting (held on 27 May 2024).
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 2024.
Performance highlights of the Sava Insurance Group for 2024
In 2024, the Sava Insurance Group increased its business volume by 13.7% to EUR 1,035.1 million. The net profit of EUR 87.8 million was a 35.9% increase over the previous year and better than planned. Return on equity was 13.6%, exceeding the target.
The performance highlights of the Sava Insurance Group are set out in the Company's public announcement of 6 March 2025 and are also available via the SEOnet information system (https://seonet.ljse.si/default_en.aspx?language=en) and from 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, who have also audited the 2024 financial statements of the Sava Insurance Group and Sava Re. 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 26 May 2025).
Publication of the Remuneration Report
After the general meeting of Sava Re will vote on the Remuneration Report (scheduled for 26 May 2025), the report will be posted 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 management and supervisory bodies
The Remuneration Policy is submitted to the general meeting of shareholders of Sava Re for approval whenever there is a significant change, but at least once every four years. Given the positive vote at the 40th general meeting, no changes to the Policy are planned for 2025.
3 Remuneration of 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 "chairman of the supervisory board" and any "member of the supervisory board", unless specific reference is made to the chairman of the supervisory board.
Where masculine pronouns are used in the Slovenian 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/shareholder-meetings/.
3.2 Composition of the supervisory board in 2024
The composition of the supervisory board remained unchanged in 2024.
In 2024, the supervisory board comprised the following six members: Davor Ivan Gjivoje Jr (chairman), Keith William Morris (deputy chairman), Klemen Babnik, Matej Gomboši, Edita Rituper and Blaž Garbajs.
The composition of the audit committee of the supervisory board changed in 2024. On 22 October 2024, Katarina Sitar Šuštar tendered her immediate resignation as an external member of the audit committee due to her appointment to the same role at a competing insurance company. The supervisory board appointed Simona Korošec Lavrič as a new external member of the audit committee. Her term of office runs from 21 November 2024 to 21 November 2028.
The composition of the supervisory board and its committees in 2024 are disclosed in detail in the Company's 2024 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 chairman | 17 July 2021 | 17 July 2025 | |
| Klemen Babnik | member | 17 July 2021 | 17 July 2025 | |
| Matej Gomboši | member | 17 July 2021 | 17 July 2025 | |
| member, employee | 1 January 2022 | 12 June 2023 | ||
| Edita Rituper | representative | 13 June 2023 | 13 June 2027 | |
| Blaž Garbajs | member, employee representative |
13 June 2023 | 13 June 2027 |
Composition of the supervisory board in 2024
The memberships of the supervisory board members in the individual committees of the supervisory board and their attendance at the sessions of the supervisory board and those of its committees are detailed in the 2024 annual report, section 5 "Corporate governance statement".
3.3 Remuneration of the members of the supervisory board and its committees in 2024
Data on the nominal amounts received by each of the supervisory board members and those of its committees in the 2024 financial year are given in table 1. For each member of the supervisory board or its committees, the upper row refers to the remuneration paid for the 2024 financial year, and the lower row to the remuneration paid for the comparable 2023 financial year.
Table 1: Remuneration of the members of the supervisory board and its committees in 2024 and 2023
| (1) | (2) | (3) | (4) | (5) | ||||
|---|---|---|---|---|---|---|---|---|
| Year | Remuneration for performing | SB and committee attendance | Total | Travel | Remuneration from any | |||
| Full name, function (chair, deputy, member, external member | the function | fees | disbursement | expenses* | Group company | |||
| of the committee), term of office | SB | committees | SB | committees | (1 + 2) | |||
| Members of the supervisory board (SB) | 2024 | 19,500 | 0 | 2,145 | 0 | 21,645 | 65,098 | 0 |
| Davor Ivan Gjivoje Jr, SB chairman | ||||||||
| 2023 | 19,500 | 0 | 2,695 | 0 | 22,195 | 78,006 | 0 | |
| Keith William Morris, SB deputy chairman | 2024 | 14,300 | 0 | 2,420 | 0 | 16,720 | 5,965 | 0 |
| 2023 | 14,300 | 0 | 2,695 | 0 | 16,995 | 6,763 | 0 | |
| Klemen Babnik, SB member | 2024 | 13,000 | 0 | 2,420 | 0 | 15,420 | 158 | 0 |
| 2023 | 13,000 | 0 | 2,695 | 0 | 15,695 | 270 | 0 | |
| Matej Gomboši, SB member | 2024 | 13,000 | 0 | 2,420 | 0 | 15,420 | 2,286 | 0 |
| 2023 | 13,000 | 0 | 2,695 | 0 | 15,695 | 2,437 | 0 | |
| Edita Rituper, SB member | 2024 | 13,000 | 0 | 2,420 | 0 | 15,420 | 103 | 0 |
| 2023 2024 |
13,000 13,000 |
0 0 |
2,695 2,420 |
0 0 |
15,695 15,420 |
84 103 |
0 0 |
|
| Blaž Garbajs, SB member | 2023 | 7,150 | 0 | 1,320 | 0 | 8,470 | 84 | 0 |
| Members of the audit committee (AC) | ||||||||
| 2024 | 0 | 4,875 | 0 | 2,420 | 7,295 | 2,729 | 0 | |
| Matej Gomboši, AC chairman | 2023 | 0 | 4,875 | 0 | 1,980 | 6,855 | 2,161 | 0 |
| 2024 | 0 | 3,250 | 0 | 2,200 | 5,450 | 0 | 0 | |
| Blaž Garbajs, AC member | 2023 | 0 | 1,787 | 0 | 880 | 2,667 | 0 | 0 |
| Katarina Sitar Šuštar, external AC member | 2024** | 0 | 6,627 | 0 | 1,320 | 7,947 | 169 | 0 |
| (until 22 October 2024) | 2023 | 0 | 7,725 | 0 | 0 | 7,725 | 179 | 0 |
| 2024** | 0 | 8,058 | 0 | 1,760 | 9,818 | 0 | 0 | |
| Dragan Martinović, external AC member | 2023 | 0 | 6,825 | 0 | 0 | 6,825 | 0 | 0 |
| Simona Korošec Lavrič, external AC member | 2024** | 0 | 840 | 0 | 220 | 1,060 | 18 | 8,045 |
| (from 21 November 2024) |
2023 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Members of the nominations and remuneration committee (NRC) | ||||||||
| 2024 | 0 | 4,875 | 0 | 1,320 | 6,195 | 37 | 0 | |
| Klemen Babnik, NRC chairman | 2023 | 0 | 4,875 | 0 | 660 | 5,535 | 57 | 0 |
| 2024 | 0 | 3,656 | 0 | 880 | 4,536 | 33,331 | 0 | |
| Davor Ivan Gjivoje Jr, NRC member | 2023 | 0 | 3,250 | 0 | 660 | 3,910 | 23,854 | 0 |
| (1) Remuneration for performing |
(2) | (3) | (4) | (5) | ||||
|---|---|---|---|---|---|---|---|---|
| Year | SB and committee attendance | Total | Travel | Remuneration from any | ||||
| Full name, function (chair, deputy, member, external member | the function | fees | disbursement | expenses* | Group company | |||
| of the committee), term of office | SB | committees | SB | committees | (1 + 2) | |||
| Members of the nominations and remuneration committee (NRC) | ||||||||
| Keith William Morris, NRC member | 2024 | 0 | 3,250 | 0 | 1,540 | 4,790 | 4,663 | 0 |
| 2023 | 0 | 3,250 | 0 | 660 | 3,910 | 2,045 | 0 | |
| Matej Gomboši, NRC member | 2024 | 0 | 3,250 | 0 | 1,320 | 4,570 | 1,488 | 0 |
| 2023 | 0 | 3,250 | 0 | 660 | 3,910 | 720 | 0 | |
| Edita Rituper, NRC member | 2024 | 0 | 3,250 | 0 | 1,320 | 4,570 | 0 | 0 |
| 2023 | 0 | 1,787 | 0 | 220 | 2,007 | 0 | 0 | |
| 2024 | 0 | 3,250 | 0 | 1,540 | 4,790 | 0 | 0 | |
| Blaž Garbajs, NRC member | 2023 | 0 | 157 | 0 | 0 | 157 | 0 | 0 |
| Members of the risk committee (RC) | ||||||||
| 2024 | 0 | 4,875 | 0 | 1,100 | 5,975 | 3,331 | 0 | |
| Keith William Morris, RC chairman | 2023 | 0 | 4,875 | 0 | 1,320 | 6,195 | 4,089 | 0 |
| 2024 | 0 | 3,250 | 0 | 1,100 | 4,350 | 41,664 | 0 | |
| Davor Ivan Gjivoje Jr, RC member | 2023 | 0 | 3,250 | 0 | 1,320 | 4,570 | 47,707 | 0 |
| 2024** | 0 | 7,518 | 0 | 880 | 8,398 | 0 | 0 | |
| Slaven Mićković, external RC member | 2023 | 0 | 11,996 | 0 | 0 | 11,996 | 0 | 0 |
| 2024** | 0 | 7,169 | 0 | 880 | 8,049 | 0 | 0 | |
| Janez Komelj, external RC member | 2023 | 0 | 3,914 | 0 | 0 | 3,914 | 0 | 0 |
| Members of the fit and proper committee (FPC) | ||||||||
| 2024 | 0 | 4,875 | 0 | 880 | 5,755 | 2,665 | 0 | |
| Keith William Morris, FPC chairman | 2023 | 0 | 4,875 | 0 | 440 | 5,315 | 1,363 | 0 |
| 2024 | 0 | 3,250 | 0 | 660 | 3,910 | 19 | 0 | |
| Klemen Babnik, FPC member | 2023 | 0 | 3,250 | 0 | 440 | 3,690 | 38 | 0 |
| 2024 | 0 | 3,250 | 0 | 836 | 4,086 | 0 | 0 | |
| Rok Saje, external FPC member | 2023 | 0 | 3,250 | 0 | 440 | 3,690 | 0 | 0 |
| 2024 | 0 | 3,250 | 0 | 880 | 4,130 | 0 | 0 | |
| Klara Hauko, external FPC member | 2023 | 0 | 3,250 | 0 | 440 | 3,690 | 0 | 0 |
| Davor Ivan Gjivoje, jr., interim alternate FPC member | 2024 | 0 | 812 | 0 | 0 | 812 | 0 | 0 |
| 2023 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
* For 2023 and 2024, the expenses of the supervisory board members also included the benefit of directors' and officers' liability insurance (D&O).
** In 2024, the remuneration structure for external members of the audit committee and the risk committee was revised: As of 1 April 2024, external members of these two committees are entitled to monthly remuneration for the performance of their duties, in addition to attendance fees. Until 31 March 2024, the remuneration was based on a gross hourly rate calculated based on the time spent preparing for and attending the sessions of the supervisory board committees.
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 | 2020 vs 2019 |
2021 vs 2020 |
2022 vs 2021 |
2023 vs 2022 |
2024 vs 2023 |
2024 (absolute amount for current reporting year) |
|---|---|---|---|---|---|---|
| Remuneration of supervisory board (SB) members | ||||||
| Davor Ivan Gjivoje Jr, SB chairman | -59.93% | 187.42% | 7.57% | 64.95% | -13.43% | 86,743 |
| Keith William Morris, SB deputy | ||||||
| chairman | -30.64% | 20.29% | 9.03% | 6.99% | -4.52% | 22,685 |
| Klemen Babnik, SB member | ||||||
| (from 17 July 2021) | - | - | 100.94% | -0.49% | -2.42% | 15,578 |
| Matej Gomboši, SB member | ||||||
| (from 17 July 2021) | - | - | 101.83% | 3.29% | -2.35% | 17,706 |
| Edita Rituper, SB member | ||||||
| (from 1 January 2022) | - | - | - | -1.36% | -1.62% | 15,523 |
| Blaž Garbajs, SB member | ||||||
| (from 13 June 2023) | - | - | - | - | 81.47% | 15,523 |
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 four members.
The term "management board member" used in this document is a uniform term for both the "chairman of the management board" and any "member of the management board", except where specific reference is made to the chairman of the management board.
Where masculine grammatical forms are used in the Slovenian wording for a management board member, they are deemed to be understood to relate to both men and women.
Remuneration of members of the management board is regulated by (1) 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 a 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 performance achieved.
The remuneration of management board members consists of a fixed component (base salary) and a variable component. The variable component is determined so as not to reward management board member behaviour that encourages the uncontrolled exposure of the Company to risk.
4.2 Composition of the management board in 2024
The composition of the Sava Re management board remained unchanged in 2024.
| 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 | member | 14 January 2018 new term of office 15 January 2023 |
15 January 2028 |
| Peter Skvarča | member | 19 June 2020 new term of office 20 June 2025 |
20 June 2030 |
| David Benedek | member | 22 March 2023 | 22 March 2028 |
Composition of the management board in 2024
4.3 Remuneration of management board members in 2024
4.3.1 Fixed remuneration (base salary)
The fixed remuneration (base salary) of a management board member was pay for the performance of duties, to pursue and assume responsibility, and it was determined taking into account the provision of financial stability, compensation for efforts and professional experience. The base salary did not depend on business performance or unpredictable factors. The main guideline for determining a management board member's base salary was the complexity of his or her 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.
4.3.2 Variable remuneration
Variable remuneration is governed by the Methodology for Determining the Variable Pay of a Management Board Member of Sava Re (the Methodology) adopted by the supervisory board, which determines the variable remuneration of a management board member. After the supervisory board approves the strategic and annual plans for the next year, it also lays down the financial and nonfinancial criteria for assessing the performance of individual management board members for that year.
In accordance with the Methodology applicable for 2024, the variable remuneration of a management board member consists of:
- business-performance-based pay based on annual business financial criteria that pursue the long-term strategic financial targets of the Sava Insurance Group, and
- individual-performance-based pay based on annual non-financial criteria that pursue the long-term strategic non-financial targets of the Sava Insurance Group.
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 management board members is decided by a supervisory board resolution.
The payment of at least 50 percent of the variable remuneration awarded to a management board member for each financial year is deferred for two years.
The supervisory board adopts a special resolution on the deferral of the variable remuneration and then a special resolution on the payment of the retained variable remuneration. Before paying out the deferred variable remuneration, the Company verifies that all conditions for payment have been met.
The supervisory board may decide not to pay out the deferred variable remuneration 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, provided that such trends are also the result of decisions made by that management board member.
Furthermore, the deferred variable remuneration is not paid out if the management board member breached his or her legal and/or other obligations during the period to which the deferred payment relates. A management board member is deemed to have breached his or duties if he or she has failed to act in the interests of the Company and with the care of a diligent and fair business person.
Variable remuneration was determined in the 2024 financial year and paid out based on the business performance of the Sava Insurance Group in 2023 and the achievement of individual goals as well as joint goals of the management board in 2023, all in line with the Methodology effective until 31 December 2023.
Criteria for determining the level of variable remuneration
4.3.2.1.1 Financial criteria for determining the level of variable remuneration (businessperformance-based pay)
The financial 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 is tied to the following three selected economic and financial performance indicators at the Sava Insurance Group level:
- return on equity (ROE): the basis for determining the amount of the variable remuneration 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 variable remuneration is the achievement of the planned percentage of return on revenue of the Sava Insurance Group, and
- expense ratio: the basis for determining the amount of the variable remuneration is the achievement of the planned percentage of the expense ratio of the Sava Insurance Group.
Each year, following the approval of the annual plan by the supervisory board, the planned targets (percentages) for the above financial criteria are approved by a resolution. The approved planned short-term annual target for each financial criterion must be in the context of pursuing the long-term strategic financial targets of the Sava Insurance Group.
4.3.2.1.2 Non-financial criteria for determining the level of variable remuneration (individualperformance-based pay)
Non-financial criteria for determining the level of variable remuneration are used to measure the individual performance of management board members. Non-financial criteria are vital for motivating individual management board members and the management board as a whole to achieve the annual and strategic plans of both Sava Re and the Sava Insurance Group. At the end of each financial year, the management board member is entitled to variable remuneration based on his or her individual performance, which is determined according to the fulfilment of planned non-financial targets of the management board as a whole, such as:
- key business development targets,
- risk management targets and
- sustainability targets.
These targets must be set in the context of pursuing the long-term non-financial strategic targets of the Sava Insurance Group.
The variable remuneration paid in 2024 (relating to performance in 2023) was awarded to the management board member as a cash benefit, as shown in table 3. For each member of the management board or its committees, the upper row refers to the remuneration paid for the 2024 financial year, and the lower row to the remuneration paid for the comparable 2023 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 2024 (and 2023) 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 2024 (and 2023) financial year are provided in table 3.
4.3.5 Payment of retained variable remuneration
There were no circumstances requiring the payment of retained variable remuneration to any management board member in 2024.
4.3.6 Termination benefit
There were no circumstances requiring payment of termination benefits to any management board member in 2024.
4.3.7 Other rights
Management board members also have other rights, such as benefits and other special cash benefits: an allowance for annual leave, personal accident insurance, supplementary pension insurance, group health 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 of which may be used for private purposes.
The remuneration of the management board members for the 2024 financial year is set out in table 3.
| Full name, position (chair, member), term of office |
Year | (1) Fixed remuner ation |
(2) Variable remuneration |
(3) Benefits and other |
(4) Termination benefits, fulfilment of the competitive |
(5) Return of remunerati |
(6) Maluses (refund of |
(7) Total payment (1 + 2 |
(8) Proportion of variable remuneration (from financial |
(9) Proportion of fixed compared to variable |
(10) Relative comparison to average employee salary (multiple) – for the Company and the Group* |
(11) Remunerati on from any |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Disburse d |
Deferred*** | entitlemen ts |
clause, other termination payments |
on paid (clawback) |
remuneration) | (disbursed) + 3 + 4 – 5 – 6) |
and non-financial criteria) (xx%/yy%) |
remuneration (xx%/yy%) |
Company | Group | Group company |
|||
| Marko Jazbec | 2024 | 217,800 | 64,800 | 52,200 | 10,532 | - | - | - | 293,132 | 61.54%/38.46% 65.05%/34.95% | 3.3 | 4.3 | - | |
| 2023 | 217,800 | 62,816 | 33,153 | 4,283 | - | - | - | 284,899 | 63.64%/36.36% 69.41%/30.59% | 3.8 | 4.8 | - | ||
| Polona Pirš | 2024 | 196,200 | 58,136 | 46,832 | 12,307 | - | - | - | 266,643 | 61.54%/38.46% 65.15%/34.85% | 3.0 | 3.9 | - | |
| 2023 | 195,586 | 53,460 | 28,215 | 13,606 | - | - | - | 262,652 | 63.64%/36.36% 53.81%/46.19% | 3.5 | 4.3 | - | ||
| 2023** | - | 86,246 | - | - | - | - | - | 86,246 | ||||||
| Peter Skvarča | 2024 | 196,200 | 57,915 | 46,654 | 8,459 | - | 262,574 | 61.54%/38.46% 65.23%/34.77% | 3.0 | 3.9 | - | |||
| 2023 | 194,850 | 53,460 | 28,215 | 9,268 | - | - | - | 257,578 | 63.64%/36.36% 70.46%/29.54% | 3.5 | 4.3 | - | ||
| David Benedek | 2024 | 195,758 | 45,430 | 36,597 | 9,208 | - | - | - | 250,397 | 61.54%/38.46% | 70.- 47%/29.53% |
3.0 | 3.9 | - |
| 2023 | 153,235 | - | - | 8,322 | - | - | - | 161,557 | 63.64%/36.36% 100.00%/0.00% | 3.5 | 4.3 | - |
Table 3: Remuneration of the members of the management board in 2024 and 2023
* The average salary takes bonuses and all allowances into account in addition to the base salary but excludes all management remuneration. The average salary is EUR 5,391 in the Company and EUR 4,186 in the Group. The multiple is calculated by comparing the fixed remuneration of the management board member with the average salary of employees.
** The variable remuneration paid also includes parts of the deferred remuneration for 2021, 2020, 2019 and 2018, which were paid out in 2023 to a member of the management board, Polona Pirš Zupančič, in the amount of EUR 86,246. *** The deferred variable remuneration includes parts of the bonuses for the years 2022 (in the lines relating to 2023) and 2023 (in the lines relating to 2024) that will be paid in future years.
4.3.8 Annual change in remuneration, Company performance and 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 table below includes the fixed remuneration paid during the period and variable remuneration relating to that period (e.g., the variable part of the bonus paid in 2024 relates to 2023 and is taken into account in 2023; by analogy, the same applies to 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** | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 (absolute amount for |
|||||||||||
| Remuneration of management board members* |
2020 vs 2019 | 2021 vs 2020 | 2022 vs 2021 | 2023 vs 2022 | 2024 vs 2023 |
current reporting year) |
|||||
| Marko Jazbec, chairman of the | |||||||||||
| management board | 7.2% | 1.6% | -27.2% | 3.6% | 2.8% | 228,332 | |||||
| Marko Jazbec, chairman of the | |||||||||||
| management board (variable | |||||||||||
| remuneration) | 29.1% | 17.7% | 0.0% | 5.8% | 21.9% | 117,000 | |||||
| Polona Pirš, member of the | |||||||||||
| management board | 7.1% | 1.8% | -28.0% | 7.9% | -0.3% | 208,507 | |||||
| Polona Pirš, member of the | |||||||||||
| management board (variable | |||||||||||
| remuneration) | 33.8% | 17.7% | 0.0% | 0.0% | 28.5% | 104,968 | |||||
| Peter Skvarča, member of the | |||||||||||
| management board | - | -3.3% | -30.4% | 7.7% | 0.3% | 204,659 | |||||
| Peter Skvarča, member of the | |||||||||||
| management board | |||||||||||
| (variable remuneration) | - | - | 100.0% | 0.0% | 28.0% | 104,569 | |||||
| David Benedek, member of the | |||||||||||
| management board David Benedek, member of the |
- | - | - | - | 0.9% | 204,966 | |||||
| management board (variable | |||||||||||
| remuneration) | - | - | - | - | - | 82,027 | |||||
| Sava Insurance Group | |||||||||||
| performance | 2019 | 2020 | 2021 | 2022 | 2023*** | 2024 | |||||
| Profit or loss, net of tax | 50,194,588 | 56,386,299 | 76,167,178 | 68,242,586 | 64,657,171 | 87,846,542 | |||||
| Year-on-year change | 16.7% | 12.3% | 35.1% | -10.4% | 37.8% | 35.9% | |||||
| Return on revenue | 8.6% | 8.6% | 10.5% | 9.1% | 8.8% | 10.4% | |||||
| Year-on-year change | 0.6 pp | 0.0 pp | 1.9 pp | -1.4 pp | 1.4 pp | 1.6 pp | |||||
| Return on equity | 13.8% | 13.3% | 15.8% | 13.5% | 10.8% | 13.6% | |||||
| Year-on-year change | 0.7 pp | -0.5 pp | 2.5 pp | -2.3 pp | 2.5 pp | 2.8 pp | |||||
| Net expense ratio, including | |||||||||||
| operating revenue | 31.6% | 29.5% | 29.0% | 29.3% | 32.6% | 32.1% | |||||
| Year-on-year change | -1.2 pp | -2.1 pp | -0.5 pp | 0.3 pp | -0.1 pp | -0.5 pp | |||||
| Average | |||||||||||
| Average remuneration per | annual | ||||||||||
| employee in the Company and | remuneration | ||||||||||
| the Group | 2020 vs 2019 | 2021 vs 2020 | 2022 vs 2021 | 2023 vs 2022 | 2024 vs 2023 | per employee | |||||
| Company employees | 5.4% | 2.7% | -7.1% | 9.0% | 15.2% | 64,690 | |||||
| Group employees | 4.4% | 2.8% | -2.8% | 10.3% | 12.1% | 50,227 | |||||
| * Amounts are restated on an annual basis for a management board member whose term of office began or ended during the financial |
year under review.
** In 2020, the methodology for determining the variable remuneration of management board members and the level of such remuneration were changed. In 2020, the methodology for determining the variable remuneration was also changed for other employees of the Company.
*** The Company's performance for 2023 is reported in accordance with the new international financial reporting standards IFRS 17 and IFRS 9. The performance indicators are calculated by comparing 2023 with 2022, both prepared in accordance with the new standards.
4.3.9 Remuneration from other Sava Insurance Group members
Sava Re management board members are not remunerated for serving on supervisory boards of subsidiaries or performing other tasks in such companies. When attending sessions of subsidiaries' supervisory bodies, they are entitled to reimbursement of travel expenses from subsidiaries.
In 2024, 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 2024.
4.3.11 Reclaimed variable remuneration
The Company may demand that already paid variable remuneration or its proportional part be returned:
- if an annual report has been declared null and void by a final court decision and the grounds for annulment relate to items or facts that formed the basis for determining the variable remuneration of management board members, or
- on the basis of a special auditor's report that the criteria used for determining the variable remuneration were used incorrectly or that they were calculated on the basis of inaccurate accounting, financial or other data or indicators.
There were no circumstances in 2024 that would have required the variable remuneration paid to be reclaimed.
4.3.12 Financial benefits, taxes and contributions, and services
In the 2024 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 2024.
In the 2024 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 2024.
In the 2024 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 2024.
Ljubljana, 21 March 2025 Ljubljana, 3 April 2025
Polona Pirš, Member
Peter Skvarča, Member
David Benedek, Member
The Management Board of Sava Re d.d. The Supervisory Board of Sava Re d.d.
Marko Jazbec, Chairman Davor Ivan Gjivoje Jr, Chairman
5 Independent auditor's assurance report with limited assurance
Deloitte revizio d.o.a. Dunajska cesta 165 1000 Ljubljana Slovenija
Tel: #386 (0) 1 3072 800 Faks: +386 (0) 1 3072 900 ww.deloitte.si
INDEPENDENT AUDITOR'S LIMITED ASSURANCE REPORT RELATED TO REMUNERATION REPORT FOR YEAR 2024
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 2024, 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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BOE831794ANS10112C54B783FD99A1
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.
60683179646101136548791FD839848
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 31.12.2024 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.
DELOITTE REVIZIJA d.o.o. Dunajska cesta 165 1000 Ljubljana
Barbara Žibret Kralj Certified auditor
For signature please refer to the original Slovenian version.
Ljubljana, 21 March 2025
TRANSLATION ONLY, SLOVENE ORIGINAL PREVAILS
BOEB3175AAAG10112CS49791FDB398AE
