According to the Articles and Memorandum of Association of Zavarovalnica Triglav, the Supervisory Board of the Company has nine members, of whom six are representatives of the shareholders and three are representatives of employees.
Election and appointment
Shareholder representatives are elected by the General Meeting of Shareholders and employee representatives by the Works Council of Zavarovalnica Triglav. Their appointment or recall is subject to the law and the Articles and Memorandum of Association. The Supervisory Board elects its Chairman and Vice Chairman from among its members representing shareholders.
Term of office
Members of the Supervisory Board are given a four-year mandate and can be re-elected without limitation.
The General Meeting of Shareholders may recall a Supervisory Board member before the end of their term of office. To substitute for members deprived of their office, the General Meeting of Shareholders elects a new member with a term of office lasting until the end of the term of office of the Supervisory Board.
In accordance with the law and the provisions of the Rules of Procedure of the Supervisory Board, the Supervisory Board shall have at least one meeting per quarter, or more if necessary.
The competences and decision-making rules of the Supervisory Board, its method and organisation of work and other issues relevant for its functioning are set out by law, the Articles and Memorandum of Association of Zavarovalnica Triglav and the Rules of Procedure of the Supervisory Board. Besides the competences set out in the Companies Act and the Insurance Act, the Supervisory Board gives consent to the decisions of the Management Board when the value or an investment exceeds the amount set out in the Rules of Procedure of the Supervisory Board, i.e. in the event of:
- founding limited companies in Slovenia and abroad;
- the acquisition or sale of stakes in foreign or domestic companies;
- the issue of debt securities and long-term borrowing from domestic or foreign banks; or
- the acquisition, sale of, or investment in investment property.
Composition of the Supervisory Board
Representatives of shareholders:
- Matej Runjak, Chairman of the Supervisory Board,
- Gregor Kastelic, MBA, Vice-Chairman of the Supervisory Board,
- Rajko Stanković,
- Mario Gobbo, Ph.D.,
- Dubravko Štimac, Ph.D.,
- Matija Blažič.
Representatives of employees:
- Ivan Sotošek,
- Boštjan Molan,
- Peter Celar.
The representatives of shareholders of Supervisory Board started its four-year term of office on 12 June 2013, the representatives of employees started its four-year term of office on 31 May 2015.
Supervisory Board committees prepare proposals for resolutions of the Supervisory Board, assure their implementation and carry out other professional tasks. The supervisory Board has three committees: the Audit Committee, the Compensation and Appointments Committee and the Strategy Committee.
The duties and competences of the Audit Committee are set out in the Companies Act, the Rules of Procedure of the Supervisory Board, the Rules of the Audit Committee and the Supervisory Board's resolutions. Among others, the Audit Committee:
- monitors and discusses the financial reporting procedures, the functioning of internal controls, monitors the work of the Internal Audit Department, the risk management system and the external audit of annual financial statements;
- proposes to the Supervisory Board a candidate for the auditor of the annual report of the Company;
- evaluates the drafting of the annual report;
- discusses the Work Programme of the Fraud Prevention, Detection and Investigation Department;
- discusses compliance reports;
- discusses strategic risk indicators of Zavarovalnica Triglav d.d.;
- considers reports on real property, investments and IT development.
Mario Gobbo, Ph.D., was appointed Chairman of the Audit Committee, Rajko Stanković and Barbara Nose (an external member) were appointed as its members.
Appointments and Compensation Committee
The most important duties and competences of the Appointments and Compensation Committee, set out in the Rules of Procedure of the Supervisory Board and the Supervisory Board resolutions, include:
- drafting of proposals regarding the Management Board membership criteria;
- discussion of the calculation of the Triglav Group's performance ratio and drafting of proposals regarding the policy of remuneration, compensation and other benefits for the Management Board members.
The Appointments and Compensation Committee is chaired by Matej Runjak, whereas Dubravko Štimac, PhD serves as its member.
The duties and competences of the Strategy Committee are set out in the Rules of Procedure of the Supervisory Board and the Supervisory Board’s resolutions. Its tasks primarily include monitoring of the Triglav Group Strategy implementation and any related opinions, drafting of resolutions for the Supervisory Board and ensuring their implementation. It discusses reports on non-insurance subsidiaries of the Triglav Group and on operations of Triglav INT d.d.
The Strategy Committee includes Gregor Kastelic, MBA as its Chairman and Mario Gobbo, Ph.D. as its member.
Statement of Independence and Loyalty
The members of the Supervisory Board signed the Statement of Independence and Loyalty, thereby undertaking to adhere to the principles of independence stated in point C.3 of the Annex to the Corporate Governance Code.