Zagrebačka burza d.d.

Governance Information • Apr 26, 2022

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	PARTIALLY	The Articles of Association are available on the company's website, but not all other internal acts of the company.
1	Cooperation	2	the company. 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.	YES
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.	YES
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.	YES
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.	NO	Pursuant to the Company's Articles of Association, the consent of the Supervisory Board is not required for the adoption of such an act.
1	Rules of conduct	6	Code of Conduct (or other internal act) is available free of charge on the website of the company. NO		The company will consider adopting such an act.
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.	YES
2	Conflict of interest	7	The policy for managing conflicts of interest is available free of charge on the website of the company.	YES
2	Conflict of interest	8	Members of the supervisory board are obliged to inform the entire supervisory board that they are in an actual or potential conflict of interest.	YES
2	Conflict of interest	8	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 or supervisory board is in an actual or potential conflict of interest.	YES
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.	YES
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.	YES
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.	NO	This obligation is not prescribed by the internal act of the Company.
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	The Company does not have an internal act, but the obligation in question arises from legal regulations.
2	Related party transactions		12 The audit committee annually assesses the effectiveness of these procedures.	NO	The Company has not adopted procedures for approving and disclosing transactions.
3	The role of the supervisory board	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 general meeting.	YES
3	The role of the supervisory board		13 The supervisory board has approved formal and transparent procedure for the appointment to both management and supervisory boards.	YES
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	Regarding the Management Board, the company is compliant. The Company will consider setting such a goal for the members of the Supervisory Board.
3	The role of the supervisory board		14 A report explaining progress on the plan has been published in the annual report.	NO	When the goal is established for the members of the Supervisory Board, the Company will publish the above.
3	The role of the nomination committee		15 The nomination committee has all the tasks listed in Article 15 of the Code.	YES
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.	YES
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.	YES
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.	YES

3	Election of supervisory board members by the	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	In 2021, a representative of the employees in the Supervisory Board was appointed and the data listed in Article 17 of the Code are available in the document Regular Assessment of the Suitability of the Members of the Supervisory Board.
4	general meeting Responsibilities of the supervisory		19 The terms od reference of the supervisory bord include all the responibilities set in Article 19. of the Code.	YES
4	board 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	PARTIALLY	The conditions and procedure for the election of members of the Supervisory Board are determined by the Capital Market Act and the Company's Articles of Association.
4	Composition		and practical experience that required in the supervisory board. 21 The supervisory board includes members of different gender, age, profile and experience to ensure	PARTIALLY	The Supervisory Board includes members of different ages, profiles and experiences, but not genders.
			a diversity perspective when making decisions. 22 Majority of the members of the supervisory board are independent in accordance with the definition
4	Composition		set out in Appendix A of the Code.	YES
4	Composition		22 The President or deputy president of the supervisory board are independent.	YES
4	President		23 The president of the supervisory bord is responible for the activities listed in Article 23. of the Code. YES
4	Board committees		24 Supervisory board established the nomination committee. 24 Supervisory board established the renumeration committee.	YES YES
4 4	Board committees Board committees		24 Supervisory board established the audit committee.	YES
4	Board committees		24 The supervisory board stipulated the manadate and activities of each committee.	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.	YES
4	Board committees		27 Majority of the members of each committee of the supervisory board are independent (as defined	YES
4	Board committees		in Appendix A of the Code). 27 Board members are prohibited to be members of the committee of the supervisory board.	YES
4	Board committees		28 The terms of reference of each committee is made freely available on the company's website	PARTIALLY	A description of the work of the Conflict of Interest Committee and the Committee for Market Protection Measures is available on the company's website.
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		The number of board meetings held is not included.
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	NO	The Company does not publish records of the presence of each member at the meetings of the Supervisory Board and its committees.
4	Time commitment	30	supervisory board and its committees. 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.	YES
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.	NO	The company has not appointed a person to carry out the duties of a company secretary.
4	Support	33	According to the company's internal acts, the person carrying out the duties of a company 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	These business are the responsibility of the company's Management Board.
4	Quality and timeliness of information		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	Quality and 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 information		35 Supervisory Board meeting minutes provide data on voting results including details of how individual members voted.	YES
4	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 decision on informing and / or consulting from persons outside the company at the expense of the company is made at the meeting of the Supervisory Board.
4	Training and		37 All members of the supervisory board at the time of appointment received introduction training for	YES
	development Training and		their role. 37 All supervisory bord members receive ongoing training and education to improve their sills and
4	development		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		39 The supervisory board evaluated its effectiveness in the past 12 months.	YES
	evaluation Supervisory board
4	evaluation		39 The supervisory board assessed the individual results of its members in the last 12 months.	YES
4	Supervisory board evaluation		39 The evaluation of the supervisory board was led by the president or deputy president.	PARTIALLY	The evaluation of the effectiveness of the members of the Supervisory Board is carried out by the Nomination Committee, whose member is the Deputy Chairman of the Supervisory Board.
4	Supervisory board		40 The evaluation of the supervisory board included an assessment of all the matters specified in	YES
4	evaluation Supervisory board evaluation		Article 40 of the Code 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	The Company will consider including the evaluation report of the Supervisory Board and its committees in the annual report.

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	This is not regulated by the Company's Articles of Association.
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 required for management board.	YES
5	The president		46 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		The Capital Market Act stipulates that members of the Management Board may hold a maximum of four positions in companies that are not part of the group, therefore the Company adheres to the restriction in question in its actions.
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.	YES
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		The Company will consider including the results of the evaluation of the arrangement for cooperation between the Supervisory Board and the Management Board in the annual report.
5	Board evaluation		49 The management board has evaluated its own effectiveness and that of its individual members in the last 12 months.	YES
5	Board evaluation		49 The management board has reported the conclusions of the evaluations of its members to the supervisory board.	YES
6	Role of remuneration committee		50 The duties of the remuneration board include all the activities listed in Article 50 of the Code.	YES
6	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.	YES
6	Remuneration of management board members	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 wages and conditions of workers within companies.	YES
6	Remuneration of management board members	53	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.	YES
6	Remuneration of management board members	53	Remuneration policy provides that a management board member may not make use of stock options assigned to him or her as part of the remuneration for at least two years from the date on which stock options were assigned to him or her.	YES
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		The remuneration policy does not include such provisions.
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.	YES
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			Members of the Supervisory Board do not receive remuneration for their work at all, and according to Art. 12 (2) and (3) of the Articles of Association, the members of the Supervisory Board may be paid an award to be determined by the General Assembly.
6	Reporting on remuneration		56 Remuneration policy of the company was approved by shareholders at a general meeting.	YES
6	Reporting on remuneration		56 The company has made freely available on its website its remuneration policy, as approved by the shareholders.	YES
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.	YES
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").	YES
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 external auditor		63 The audit committee shall meet as necessary with the external auditors to discuss the issues that have been identified during the audit and to oversee the quality of services provided.	YES
7	Relations with the external auditor		64 The audit committee if responsible for monitoring the independence and objective of external auditor.	YES
7	Relations with the external auditor		64 The audit committee approved a policy on permitted non-audit services provided by the external auditor.	NO	The Company will consider setting such a goal.
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
	Risk management		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	and internal control

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.	YES
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		The internal audit function exists and it is outsourced.
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.	PARTIALLY	The Company has adopted a Policy for reporting violations of regulations for which the consent of the Supervisory Board has not been obtained.
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. NO		The Company will consider the publication of the act in question.
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 implemented.	YES
7	Whistle-blowing		70 The audit committee evaluated the effectiveness of the procedure and its application in the last 12 months.	YES
8	Use of the company website	71	All information that the company is required to disclose in accordance with the law, rules on the 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.	PARTIALLY	Most, but not all, of the acts and information specified in Article 72 of the Code have been published.
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.	PARTIALLY	The annual report contains most, but not all, of the information specified in Article 74 of the Code.
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
	Relations with		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		Questions can be asked through the channels listed on the company's website, they are received by the responsible persons who forward them to the President of the
9	shareholders	76	the supervisory board, and the details of the functioning of these mechanisms are available free of charge on the website of the company.	PARTIALLY	Management Board and the Chairman of the Supervisory Board, if the question is addressed to them.
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.	YES
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.	YES
9	General meeting		80 The agenda, decisions and all other materials required for the general meeting are available free of charge on the website of the company.	YES
9	General meeting		80 All documents are available in English and Croatian language.	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.
9	General meeting		81 The external auditor was present at the general meeting where financial statements are presented. NO		The external auditor was not present.
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	No questions were asked at the General Assembly that would require an answer within 30 days.
10	Corporate social responsibility		83 The supervisory and managent boards have agreed and adopted policies listed in Article 83 of the Code.	PARTIALLY		A part of the required policies related to the preservation of human and workers' rights and related to the prevention and sanctioning of bribery and corruption has been adopted.
10	Corporate social responsibility		83 These policies are available free of charge on the company's website.	NO	The Company will consider publishing the relevant acts.
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.	YES
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. YES
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.	NO	The acts provide for communication with board members, but not with external stakeholders.