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Statement on conformity with the Corporate Governance Code for Slovenia Print E-mail

Statement on conformity with the Corporate Governance Code

The company Sava d.d. gives a statement on conformity with the Corporate Governance Code (hereafter Code).

The Statement on Conformity with the Corporate Governance Code refers to the period between the former and the present statement, i.e. from 16 February 2011 to 16 February 2012. The statement forms a constituent part of the 2011 annual report, which provides a comprehensive presentation of the corporate governancesystem of the Sava Group and the company Sava d.d.

In the quoted period, Sava d.d. followed the provisions of the Code in the variant adopted on 8 December 2009. The entire Code text is available in Slovene and English on the website of the Ljubljana Stock Exchange (www.ljse.si), and the website of Sava d.d. (www.sava.si).

The Management Board and the Supervisory Board of the company declare that the joint stock company Sava d.d. respects the provisions of the Code except in cases where it deviates from it, for which the following explanation is given:

Item 8: The supervisory board monitors the company throughout the financial year, takes an active part in drawing up the Corporate Governance Policy and in establishing the corporate governance system, carefully evaluates the work of the management board and performs other tasks pursuant to the law, company regulations and the Code.

All members of the supervisory board sign a special statement, disclosing their meeting of the criteria of independence from Section C.3 of Appendix C of this Code. In this statement they pronounce themselves independent if they meet all the criteria or dependent if they do not, and state explicitly that they have the relevant professional training and know-how to work on a supervisory board. Such signed statements are then posted on the company’s website.

Already in 2009 and again in 2010 and 2011, the Supervisory Board members gave their statements as to a conflict of interests at their handling. The contents of the statement include the majority but not all criteria of independence as quoted in Section C3 of Appendix C of this Code. The Supervisory Board estimated that the contents of its statement sufficiently disclosed their independence and the existence of any conflict of interest, respectively.

Item 8.2: In its rules of procedure, the supervisory board sets the scope of topics and timeframes to be observed by the management board in its periodic informing of the supervisory board. The communicated data enable supervisory board members to make an objective and balanced assessment of the company’s financial position. The management board provides written notices to the supervisory board at least once per quarter. Provided
adequate protection and information security are ensured, such notices may be e-mailed. The documents needed by supervisory board members to make quality decisions are made available to them or to the supervisory board committees in due time.

Based on a special resolution, the Supervisory Board defines the scope of topics and timeframes with a special order, which are observed by the Management Board in its periodic informing. The Supervisory Board adapts the scope of this resolution to the economic situation in the company and the Sava Group. The Supervisory Board is of opinion that is not necessary to define the scope and timeframes in the rules of procedure instead of in the resolution.

Item 10.2: The president of the supervisory board ensures that the procedures related to preparatory work, consultations, adopting of resolutions and decision taking are precisely adhered to. The agenda for a supervisory board meeting consists of items to be discussed at the meeting. The agenda also specifies whether an item and corresponding materials are of an informative nature only or whether actual decisions are to be adopted on their basis (adopted report, consent or authorization granted to the management board, etc).

Provided that the members receive adequate materials and have sufficient time to prepare, the supervisory board may add additional items to the agenda on the spot, by a simple majority vote.

The rules of procedure of the Supervisory Board of Sava d.d. define that an additional item can only be added on the agenda in agreement by all Supervisory Board members.

Item 17.2: Once a year, upon (re)appointment and upon each change, members of the supervisory board sign and provide the board with their statement of meeting the individual requirements from Appendix C3. They thereby take a position with respect to potential conflicts of interests, pursuant to the criteria stipulated in Appendix C3, and commit to immediately inform the supervisory board of any potential new conflicts of interests.

Already in 2009 and again in 2010 and 2011, the Supervisory Board members gave their statements as to a conflict of interests at their handling. The contents of the statement include the majority but not all criteria of independence as quoted in Section C3 of Appendix C of this Code. The Supervisory Board estimated that the contents of its statement sufficiently disclosed their independence and the existence of any conflict of interest, respectively.

The statement will be accessible on the website of the Ljubljana Stock Exchange at www.ljse.si, and the company’s website at www.sava.si as of the announcement date.

Kranj, 16 February 2012

Board of managament and Supervisory board Sava d.d.

 

Archive:

Statement on conformity with the Corporate Governance Code for Slovenia
– 16 February 2011

Statement on conformity with the Corporate Governance Code for Slovenia
– 26 March 2009

Statement on conformity with the Corporate Governance Code for Slovenia
– 20 March 2008

Statement on conformity with the Corporate Governance Code for Slovenia
– 31 March 2007

Statement on conformity with the Corporate Governance Code for Slovenia
– 31 March 2006

Statement on conformity with the Corporate Governance Code for Slovenia
– 31 March 2005

 
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