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Valamar Riviera d.d.

Governance Information Aug 26, 2020

2085_rns_2020-08-26_228e6991-0613-4298-a5bb-ade7f945d6a7.pdf

Governance Information

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CHAPTER PROVISION ARTICLE QUESTION ANSWER
(Each question is
answered by chosing
the answer from the
drop-down menu)
EXPLANATION
(fulfill only for questions that were answered with "NO" or "PARTIALLY")
1 Cooperation 1 The articles of association and/or other internal acts clearly define the powers of the supervisory
board and management board.
YES
1 Cooperation 1 The articles of associationand/or other internal acts are available free of charge on the website of
the company.
YES
1 Cooperation 2 The supervisory board has adopted a decision in which it stated categories of decisions and legal
transactions that require prior approval by the supervisory board and those decisions about which
management board must consult with the supervisory board before making a decision, and a
summary thereof is available free of charge on the website of the company.
YES
1 Cooperation 2 The articles of association and/or internal company acts provide for prior consent of the
supervisory board for making important decisions that affect the strategy of the company,
expenses, risk exposure and reputation.
YES
1 Cooperation 3 The articles of association and/or internal company acts stipulate that the supervisory board and
its committees have timely access to documents, premises and employees when necessary for
the performance of their duties.
PARTIALLY In phase of adjustment
1 Cooperation 4 The articles of association and/or other internal company acts stipulate that the management
board must report to the supervisory board at regular intervals on the operating results of the
company, financial situation, substantial financial and non-financial risks and results of interaction
with shareholders and other stakeholders.
PARTIALLY In phase of adjustment
1 Cooperation 5 Statutes and/or internal company documents stipulate that the president of the management
board shall immediately notify the supervisory board if there is or is likely for an event to arise that
has the potential to significantly affect the results, financial position or reputation of the company.
PARTIALLY In phase of adjustment
1 Rules of conduct 6 The supervisory board approved the code of conduct (or other internal act), which establishes
rules of conduct to be followed by members of the management and supervisory board members,
employees and others acting on behalf of the company, which also contains rules and measures
to be taken in case of its violations.
PARTIALLY In phase of adjustment
1 Rules of conduct 6 Code of Conduct (or other internal act) is available free of charge on the website of the company. NO In phase of adjustment
2 Conflict of interest 7 For members of the management board and the supervisory board the prohibition of participation
in decision-making in relation to which there are conflicts of interest is stipulated.
YES
2 Conflict of interest 7 The supervisory board has given prior consent to the policy for managing conflicts of interest. NO In phase of adjustment
2 Conflict of interest 7 The policy for managing conflicts of interest is available free of charge on the website of the NO In phase of adjustment
2 Conflict of interest 8 company.
Members of the supervisory board are obliged to inform the entire supervisory board that they are
YES
2 Conflict of interest 8 in an actual or potential conflict of interest.
Management board members have a duty to inform the president of the supervisory board and
YES
2 Conflict of interest 8 other members of the management board of an actual or potential conflict of interest.
The supervisory board keeps records of all notices pertaining to conflict of interest.
YES
2 Conflict of interest 9 Member of the management board or the supervisory board has an obligation to inform the
President and/or Vice-President of that board if it considers that another member of management
YES
or supervisory board is in an actual or potential conflict of interest.
2 Competition ban 10 Members of the supervisory board and management do not perform activities that compete with
the business of the company, are not members of the management or supervisory boards of the
companies that carry out such activities nor hold more than 5% stake in such companies.
PARTIALLY Members of the management board and the supervisory board are members of
the supervisory boards of the related companies Imperial Riviera d.d. and Helios
Faros d.d. who perform the same activity, but they are not shareholders in those
companies
2 Competition ban 10 Members of the management board and the supervisory board who hold shares in the companies
with which the company is in the competition, informed the secretary of the company of all the
shares in such companies and the details of these shares are available free of charge on the
website of the company.
PARTIALLY Details of the shares are not available on the corporate website as these are not
significant shares
2 Related party
transactions
11 No transactions between members of the management or supervisory board and the company (or
a person affiliated with any party) can not be concluded without the prior consent of the supervisory
board.
YES
2 Related party
transactions
11 The fair value of each material transaction must be confirmed by an independent expert prior to
any such transaction, and his or her report has to be available free of charge on the website of the
company.
PARTIALLY The significant transactions that do not exceed the scope of regular services
from the company's activities (usual accommodation, food, beverage and other
hospitality services) are not assessed by independent experts. Other significant
transactions are assessed in cases and conditions in accordance with the relevant
provisions of the Companies Act for all related parties
2 Related party
transactions
12 The company has adopted procedures for the approval and disclosure of transactions between
members of the management or supervisory board and the company (or a person affiliated with
any party).
NO In phase of adjustment
2 Related party
transactions
12 The audit committee annually assesses the effectiveness of these procedures. NO In phase of adjustment
3 The role of the 13 The supervisory board is responsible for appointing and dismissing members of the management
board and making recommendations for candidates for members of the supervisory board to the
YES
supervisory board
The role of the
general meeting.
The supervisory board has approved formal and transparent procedure for the appointment to
3 supervisory board 13 both management and supervisory boards. PARTIALLY In phase of adjustment
3 The role of the
supervisory board
14 The supervisory board has set as a target percentage of female members of the supervisory
board and the management board, which must be achieved in the next five years and adopted a
plan for the implementation of this goal. Percentage on target and plan were published in the
annual report.
NO Members of the management and the supervisory board with regard to their
function, role and tasks are elected or appointed with regard to their competencies,
expertise and ability, and the setting of conditions in relation to any gender or other
orientation (for example racial, religious, national etc) is inappropriate for economic
operators
3 The role of the
supervisory board
14 A report explaining progress on the plan has been published in the annual report. NO Members of the management and the supervisory board with regard to their
function, role and tasks are elected or appointed with regard to their competencies,
expertise and ability, and the setting of conditions in relation to any gender or other
orientation (for example racial, religious, national etc) is inappropriate for economic
operators
3 The role of the
nomination
committee
15 The nomination committee has all the tasks listed in Article 15 of the Code. PARTIALLY In phase of adjustment
3 Election of
supervisory board
members by the
general meeting
16 When nominating candidates for the supervisory bord to the general meeting for election the
company provides information within the general meetin materials on the items requested by
Article 16. of the Code.
NO In phase of adjustment
3 Election of
supervisory board
members by the
general meeting
16 Informations provided by Article 16 of the Code are freely available on the company`s website. PARTIALLY There was no proposing of candidates in 2019, and in the year of proposing, the
CVs of candidates were available on the corporate website. Until the next procedure
of proposing the candidates upon expiration of their mandates, the company shall
adjust the procedure in accordance with the recommendation of the Code.
3 Election of
supervisory board
members by the
general meeting
17 Materials for the general meeting contain all the information listed in Article 17 of the Code. NO There was no nomination of candidates in 2019. Until the next procedure of
proposing the candidates upon expiration of their mandate, the Company shall adjust
the procedure in accordance with the recommendation of the Code.
3 Election of
supervisory board
members by the
general meeting
18 The information referred to in Article 17 of the Code is available free of charge on the website of
the company also in cases where workers' representative or another member of the supervisory
board which is not elected by the shareholders at the general meeting is apointed.
NO Tthere was no nomination of candidates in 2019. Until the next procedure of
proposing the candidates upon expiration of their mandate, the Company shall adjust
the procedure in accordance with the recommendation of the Code.
4 Responsibilities of
the supervisory
board
19 The terms od reference of the supervisory bord include all the responibilities set in Article 19. of the
Code.
YES
4 Composition 20 The supervisory board has developed a supervisory board profile which specifes the minimum
number of members and combination od skills, knowledge and education, as well as professionaln
and practical experience that required in the supervisory board.
YES
4 Composition 21 The supervisory board includes members of different gender, age, profile and experience to
ensure a diversity perspective when making decisions.
PARTIALLY Members of the management and the supervisory board with regard to their
function, role and tasks are elected or appointed with regard to their competencies,
expertise and ability, and the setting of conditions in relation to any gender or other
orientation (for example racial, religious, national etc) is inappropriate for economic
operators
4 Composition 22 Majority of the members of the supervisory board are independent in accordance with the
definition set out in Appendix A of the Code.
NO One member of the supervisory board is independent.
4 Composition 22 The President or deputy president of the supervisory board are independent. NO One member of the supervisory board is independent. President and the deputy
president of the supervisory board posses different skills, knowledge and education,
as well as the professional and practical experience.
4 President 23 The president of the supervisory bord is responible for the activities listed in Article 23. of the YES
4 Board committees 24 Code.
Supervisory board established the nomination committee.
YES
4 Board committees 24 Supervisory board established the renumeration committee. YES
4
4
Board committees
Board committees
24
24
Supervisory board established the audit committee.
The supervisory board stipulated the manadate and activities of each committee.
YES
YES
4 Board committees 26 Each committee of the supervisory board consists of members who have the necessary skills,
knowledge and education, as well as professional and practical experience to carry out the
committee responsibilities effectively.
YES
4 Board committees 27 Each committee of the supervisory board has at least three members.
Majority of the members of each committee of the supervisory board are independent (as defined
YES
4
4
Board committees
Board committees
27
27
in Appendix A of the Code).
Board members are prohibited to be members of the committee of the supervisory board.
NO
YES
One member of the audit committee is independent
4 Board committees 28 The terms of reference of each committee is made freely available on the company's website YES
4 Board committees 28 The Company's annual report includes a report on the work of each committee of the supervisory
board as well as information on the number of meetings held and the members of the committee. PARTIALLY
Requested information are published in the Report of the supervisory board to the
General Assembly on the performed supervision of the Company's business
management. Therefore there is no need to copy this report in annual financial
statements
4 Time commitment 29 The minimun expected time commitmnet of each supervisory board member is specified on their
appointment.
YES
4 Time commitment 29 The annual report includes record of attendance at the meetings for each member of the
supervisory board and its committees.
PARTIALLY Requested information are published in the Report of the supervisory board to the
General Assembly on the performed supervision of the Company's business
management. Therefore there is no need to copy this report in annual financial
statements
4 Time commitment 30 The articles of association and/or internal company acts stipulate the obligation of the supervisory
board member to inform the secretary of the company about their membership in the supervisory
board or the management board of other companies.
NO In phase of adjustment
4 Frequency and
format of meetings
31 The supervisory board meets at least every three months. YES
4 Frequency and
format of meetings
31 The supervisory board has adopted a workplan that includes time and agenda of future meetings. YES
4 Frequency and
format of meetings
31 Committees of the supervisory board shall meet as often as necessary for the effective discharge
of their duties, and regularly report to the supervisory board on its activities.
YES
4 Frequency and
format of meetings
32 The supervisory board can meet without the participation of the management board where it
considers it appropriate.
YES
4 Frequency and
format of meetings
32 Non-Board committee memebers can participate in committee meeting only at the invitation of the
committee.
YES
4 Support 33 The company has designated an individual to carry out the duties of a company secretary.
According to the company's internal acts, the person carrying out the duties of a company
YES
4 Support
Quality and
33 secretary is responsible for ensuring that supervisory board procedures are complied with,
advising the supervisory board on governance matters, supporting the president of the supervisory
board and helping the supervisory board and committees to function efficiently.
PARTIALLY In phase of adjustment
4 timeliness of
information
Quality and
34 The board terms of reference and/or internal acts require the materials for supervisory board
meetings to be provided to all its members at least one week before the meeting.
YES
4 timeliness of
information
34 The bord committee terms of reference and/or internal acts require the materials for board
committee meetings to be provided to all its members at least one week before the meeting.
YES
4 Quality and
timeliness of
information
35 The articles of association and/or internal company acts anticipate that the minutes of the meeting
of the supervisory board must be available to all members of the supervisory board.
YES
4 Quality and
timeliness of
35 Supervisory Board meeting minutes provide data on voting results including details of how
individual members voted.
YES
4 information
Quality and
timeliness of
information
36 The supervisory board has the right to receive information and advice from people outside the
company at the expense of the company if it considers it necessary to successfully carry out its
duties, provided that the procedure for it is specified in the internal documents of the company
issued by the management board with the consent of the supervisory board.
PARTIALLY The procedure for receiving the information or advice is not specified separately in
the company's internal acts, but the adjustments is ongoing. However, it is pointed
out that the relationship between the management board and supervisory board as a
body of the joint stock company cannot and must not be regulated by an internal act
rendered by the management board (what if it does not render it or does not want to
render it) which would enable to the supervisory board its legal right to hire external
experts at the cost of the company. Namely, this right is regulated by the provision of
the Article 263 paragraph 2 of the Companies Act.
4 Training and
development
37 All members of the supervisory board at the time of appointment received introduction training for
their role.
YES
4 Training and
development
37 All supervisory bord members receive ongoing training and education to improve their sills and
knowledge.
YES
4 Training and
development
38 The supervisory board members receive regular updates and briefings from the management
board and experts on matters relevant to the company and to their duties.
YES
4 Supervisory board
evaluation
39 The supervisory board evaluated its effectiveness in the past 12 months. NO In phase of adjustment
4 Supervisory board
evaluation
39 The supervisory board assessed the individual results of its members in the last 12 months. NO In phase of adjustment
4 Supervisory board
evaluation
39 The evaluation of the supervisory board was led by the president or deputy president. NO In phase of adjustment
4 Supervisory board
evaluation
40 The evaluation of the supervisory board included an assessment of all the matters specified in
Article 40 of the Code
NO In phase of adjustment
4 Supervisory board
evaluation
41 The annual report includes the assessment report of the supervisory board and its committees in
which they assessed all the circumstances set out in Article 41 of the Code.
NO In phase of adjustment
5 Responsibilities of
the management
bord
42 The duties of management board include all the activities listed in Article 42 of the Code. YES
5 Responsibilities of
the management
bord
43 The supervisory board has approved internal rules of procedure adopted by the management
board that define the matters specified in Article 43. of the Code.
YES
5 Responsibilities of
the management
bord
44 In the case of groups, the management board of the parent company is obliged to ensure effective
oversight over the activities of other companies in the group.
YES
5 Responsibilities of
the management
bord
44 The articles of association and/or internal company acts contain rules governing responsibilities
and reporting procedures at the level of the parent company and subsidiaries.
NO In phase of adjustment
5 Composition 45 The supervisory board ensures that management maintains a profile of the management board
which determines the minimum number of members and a combination of members who possess
the skills, knowledge and education, as well as professional and practical experience that are
YES
5 The president 46 required for management board.
The president of the management board is formally responsible for the activities listed in Article 46.
of the Code.
YES
5 Limits on other
appointments
47 Internal company documents provide that the members of the management board must obtain the
prior consent of the supervisory board before accepting appointment to the management board or
supervisory board which is not part of the same group.
YES
5 Limits on other
appointments
47 Internal documents of the company provide that board members are prohibited from holding more
than two positions in the management or supervisory board of other such companies.
NO Unless expressly approved by the supervisory board, the employment contract
prohibits being a member of the management board or supervisory board of another
company
5 Board evaluation 48 The supervisory board in the last 12 months, evaluated the effectiveness of arrangements for
cooperation between the supervisory board and the management board, as well as the adequacy
of support and information received from the management board.
NO In phase of adjustment
5 Board evaluation 48 Results of the evaluation of arrangements for cooperation between the supervisory board and
management are included in the annual report.
NO In phase of adjustment
5 Board evaluation 49 The management board has evaluated its own effectiveness and that of its individual members in
the last 12 months.
NO In phase of adjustment
5 Board evaluation 49 The management board has reported the conclusions of the evaluations of its members to the
supervisory board.
NO In phase of adjustment
6 Role of
remuneration
50 The duties of the remuneration board include all the activities listed in Article 50 of the Code. NO In phase of adjustment
6 committee
Remuneration of
management board
members
51 The supervisory board determines the annual remuneration of of each member of the
management board, based on recommendations of the remuneration committee and in
accordance with the approved remuneration policy.
PARTIALLY The supervisory board determines the annual variable remuneration of each
member of the management board. Adjustment in relation to the adoption of the
Remuneration policy is ongoing
6 Remuneration of
management board
52 The level of receipts of members of the management board takes into account the agreed
strategy, risk appetite, the economic environment in which the company operates as well as
YES
6 members
Remuneration of
management board
members
53 wages and conditions of workers within companies.
Remuneration policy provides that a management board member may not dispose of the shares
assigned to it as part of the remuneration at least two years from the date on which the shares
were assigned to him or her.
NO Company was not obliged to render the Remuneration policy in 2019 - In phase
of adjustment
6 Remuneration of
management board
members
53 Remuneration policy includes provisions that closely define the circumstances in which a portion of
the remuneration of management board member was put on hold or to was asked to be returned. NO
Company was not obliged to render the Remuneration policy in 2019 - In phase
of adjustment
6 Remuneration of
supervisory board
members
54 Remuneration level for the president of the supervisory board and of other members of the
supervisory board reflects the time commitment and responsibilities, including the time
commitment and responsibilities in the committees of the supervisory board.
NO Company was not obliged to render the Remuneration policy in 2019 - In phase
of adjustment
6 Remuneration of
supervisory board
members
55 Remuneration policy and/or internal company documents prohibit the inclusion of variable
elements or other elements related to performance in the remuneration of the supervisory board. NO
Company was not obliged to render the Remuneration policy in 2019 - In phase of
adjustment
6 Reporting on
remuneration
56 Remuneration policy of the company was approved by shareholders at a general meeting. NO Company was not obliged to render the Remuneration policy in 2019 - In phase of
adjustment
6 Reporting on
remuneration
56 The company has made freely available on its website its remuneration policy, as approved by the
shareholders.
NO Company was not obliged to render the Remuneration policy in 2019 - In phase of
adjustment
6 Reporting on
remuneration
57 Annual report on remuneration includes data on remuneration of each individual member of the
supervisory board as well as other information contained in Article 57 of the Code.
NO Company did not submit a remuneration report to the general assembly because
there was no legal obligation in 2019. Data on remuneration of the management
board are published in the annual financial reports for 2019.
7 Roles of the
supervisory and
management
boards
58 Management board, with the prior approval of the supervisory board, adopted a policy that
determines the nature and extent of risk that company needs and that is willing to take in order to
achieve all the long-term strategic objectives ( "risk appetite").
NO In phase of adjustment
7 Roles of the
supervisory and
management
boards
59 The management board is formally responsible for the activities listed in Article 59 of the Code. YES
7 Role of the audit
committee
60 Terms of reference of the audit committee includes all activities listed in Article 60 of the Code. YES
7 Role of the audit
committee
61 The audit committee, the supervisory board or one of its committees, undertook the activities
referred to in Article 61 of the Code.
YES
7 Relations with the
external auditor
62 The audit committee oversees the process of selection and appointment of external auditors in
accordance with the legal requirements and makes recommendations to the supervisory board for
the selection of the external auditor and conditions for their appointment.
YES
7 Relations with the
external auditor
63 The audit committee in the last 12 months approved the work plan of the external auditors, which
includes the scope and content of the activities to be audited.
YES
7 Relations with the 63 The audit committee shall meet as necessary with the external auditors to discuss the issues that YES
external auditor
Relations with the
have been identified during the audit and to oversee the quality of services provided.
The audit committee if responsible for monitoring the independence and objective of external
7 external auditor
Relations with the
64 auditor.
The audit committee approved a policy on permitted non-audit services provided by the external
YES
7 external auditor 64 auditor. NO In phase of adjustment
7 Risk management
and internal control
65 The audit committee evaluated the effectiveness of risk management and internal control system
as a whole at least once a year.
YES
7 Risk management
and internal control
65 The audit committee, where appropriate, makes recommendations to the supervisory board and
management board regarding the effectiveness of risk management and internal control systems. YES
7 Risk management
and internal control
66 The company maintains an effective risk management system that provides reliable identification
of risk measurement, answers, reporting and supervision.
YES
7 Risk management
and internal control
66 The company has determined clear internal responsibilities for the maintenance of the risk
management system and a clear procedure for maintaining contact between persons responsible
and the audit committee.
YES
7 Risk management
and internal control
67 The company has established an internal audit function responsible for monitoring the
effectiveness of internal control systems, including risk management.
YES
7 Risk management
and internal control
67 The audit committee approved the internal audit plan in the last 12 months. YES
7 Risk management
and internal control
67 The audit committee receives reports of internal auditors and monitors the implementation of its
recommendations.
YES
7 Risk management
and internal control
68 The audit committee shall recommend to the supervisory board the appointment or dismissal of
the heads of the internal audit function.
PARTIALLY The members of the audit committee are also members of the supervisory board
of the company and they make recommendation for the appointment or dismissal of
the head of the internal audit function
7 Risk management
and internal control
68 If the company des not have internal audit function, the audit committee has once in the last 12
months evaluated the need for this function as part of its assessment of internal control systems. NO
There is an internal audit function in the company
7 Whistle-blowing 68 Management board, with the prior approval of the supervisory board, adopted a procedure for
reporting violations of laws or internal rules of the company, actual or in the case of suspected
violation.
YES
7 Whistle-blowing 69 The procedure ensures that workers and external stakeholders do not suffer negative
consequences if they report suspicious behavior.
YES
7 Whistle-blowing 69 Details of the procedure for registration are available free of charge on the website of the
company.
YES
7 Whistle-blowing 70 Statute and/or internal company documents stipulate the duty of the management board to inform
the supervisory board of any irregularities and and to agree on measures that must be
YES
7 Whistle-blowing 70 implemented.
The audit committee evaluated the effectiveness of the procedure and its application in the last 12
YES
Use of the company months.
All information that the company is required to disclose in accordance with the law, rules on the
8 website 71 listing, the Code and its own Articles of Association are available free of charge on the website of
the company.
YES
8 Use of the company
website
72 The company makes freely available and easily accessible on the website all the information
requested by Article 72 of the Code.
YES
8 Use of the company
website
73 The company ensures that the information on the website is kept up to date and published in
accordance with time limits prescribed in law and regulations.
YES
8 Use of the company
website
73 All data on the website are freely available in both Croatian and English. YES
8 Annual report 74 The annual report contains all the information referred to in Article 74 of the Code. NO The report to the general assembly on the performed supervision of the
company's business management contains data on the number of the meetings of
the supervisory board and its committees as well as data on presence of the
members
9 Relations with
shareholders
75 The Company ensured that all shareholders, regardless of the number or type of shares they hold,
have equal access to information about the company and about the way they can carry and
protect their rights.
YES
9 Relations with
shareholders
76 The Company has established an effective formal mechanisms to ensure minority shareholders
the possibility of asking questions directly to president of the management board and president of
the supervisory board, and the details of the functioning of these mechanisms are available free of
charge on the website of the company.
YES
9 Relations with
shareholders
77 The Company has selected a person that will for all shareholders be the person to contact in
relations with investors, and contact of this person is available free of charge on the website of the
company.
YES
9 General meeting 78 The articles of associationand/or internal rules of the company do not in any way limit the ability of
shareholders to call a general meeting, to participate in it or to add items to the agenda.
YES
9 General meeting 79 The articles of association and/or internal company documents allow shareholders the opportunity
to exercise their right to vote by proxy without restriction.
YES
9 General meeting 79 The articles of associationand/or internal company documents allow shareholders the opportunity
to exercise their right to vote electronically without restrictions.
NO There aro no completely safe and reliable technical possibilites, which causes
possible administrative and legal problems such as accurate identification,
attendance, termination of participation, quorum, entry in the notarial record and
others. Therefore, we consider the right to vote electronically without restriction is not
appropriate for joint stock companies with a very large number of shareholders.
9 General meeting 79 Explanation of other ways in which shareholders can exercise its right to vote are set out in the
documents for the general meeting.
YES
9 General meeting 80 Notice of the general meeting is published no later than 30 days before it is held.
The agenda, decisions and all other materials required for the general meeting are available free
YES
9
9
General meeting
General meeting
80
80
of charge on the website of the company.
All documents are available in English and Croatian language.
YES
YES
9 General meeting 81 All persons referred to in Article 81 of the Code were present at the general meeting in the past 12
months.
PARTIALLY The external auditor was not present at the general assembly at which the
financial statements are presented
9 General meeting 81 The external auditor was present at the general meeting where financial statements are presented. NO This obligation was not foreseen during 2019
9 General meeting 82 The company has made the desicions of a general meeting freely available on its website without
delay.
YES
9 General meeting 82 Within 30 days from the date of the general meeting the company has made available on its
website free of charge answers to questions raised at the general meeting.
NO This obligation was not foreseen during 2019
10 Corporate social
responsibility
83 The supervisory and managent boards have agreed and adopted policies listed in Article 83 of the
Code.
PARTIALLY No policies related to the prevention and sanctioning of bribery and corruption
have been adopted - in phase of adjustment
10 Corporate social
responsibility
83 These policies are available free of charge on the company's website. PARTIALLY The policies that have been adopted are available on the website
10 Corporate social
responsibility
84 When the management board asks prior consent from the supervisory board for the decisions,
accompanying documents explain how the recommended measure is in line with the policies
associated with the impact assesment of company's activities on the environment and the
community, with the policies associated with the preservation of human rights and workers' rights
and the measures associated with prevention and sanctioning of corruption and bribery.
NO Decision proposals submitted by the management board for approval to the
supervisory board contain sufficient information and additional explanations that
enable to the supervisory board members to make a correct judgment
10 Stakeholder
engagement
85 The supervisory board and management board jointly identified which are considered key
stakeholders in relation to company.
YES
10 Stakeholder
engagement
85 Management board has ensured the existence of effective mechanisms for regular interaction with
key stakeholders, as well as to inform the supervisory board about the results of these
communications.
YES
10 Stakeholder
engagement
86 The supervisory board is authorized, subject to prior notification to the president of the
management board, to organize meetings with external stakeholders when it deems it necessary. NO
The supervisory board supervises the management of the company's business
and therefore organization of meetings with external stakeholder is not its job and
function according to the relevant regulations. Exceptionally, it may do so through the
audit committee in relation to the company's auditor. As the powers of the
supervisory board are regulated by the law and the statute, it is not clear who could
or should authorize it additionally (meetings with external stakeholders)
10 Stakeholder
engagement
87 In the mandate of every committee of the supervisory board it is provided for what purpose
president of the committe may communicate directly with stakeholders and what procedure to
follow.
PARTIALLY The audit committee may communicate directly with the external auditor

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