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.
On 3 March 2016, Matej Runjak, Member and Chairman of the Supervisory Board of Zavarovalnica Triglav d.d., submitted his letter of irrevocable resignation to take effect as of the date of the first regular General Meeting of Shareholders of Zavarovalnica Triglav.
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.
Committees and Boards
The Supervisory Board may appoint one or more committees that prepare draft resolutions for the Supervisory Board and ensure their implementation, and carry out other expert tasks. The committees may not decide on issues falling under the power of the Supervisory Board. The powers, responsibilities and tasks of committees are set out by law, by the Rules of Procedure of the Supervisory Board, and by Supervisory Board resolutions. The Supervisory Board has formed Audit Committee, the Nomination and Remuneration committee and the Strategy committee. The Supervisory Board forms the Nominations Board as a temporary committee of the Supervisory Board to carry out the procedure for the appointment of candidates for members of the Supervisory Board, the representatives of the shareholders.
The main powers and duties of the audit committee are:
- monitoring the financial reporting process and drawing-up recommendations and proposal to ensure its integrity;
- monitoring the efficiency and performance of internal controls, internal audit and risk management systems;
- monitoring the mandatory audit of annual and consolidated financial statements and providing reports to the Supervisory Board regarding the audit outcomes;
- being in charge of the procedure of selecting the auditor and proposing to the Supervisory Board the candidate auditor to be appointed for the Company's annual report, and taking part in drafting the contract between the auditor and the company;
- supervising that the data quality of financial information provided by the Company is sound, and assessing the structure of the annual report, and drawing-up a proposal for the Supervisoy Board;
- cooperating with the Internal Audit Department, monitoring its quarterly reports, discussing internal documents and rules of operation of the Internal Audit Department as well as annual plans of the Internal Audit Department;
- discussing decisions on the appointment, dismissal and remuneration of the head of the Internal Audit Department.
The Audit Committee consists of: Dr. Mario Gobbo, the Chairman of the committee, and members Rajko Stanković, Ivan Sotošek and Barbara Nose, independent external expert.
Nomination and Remuneration Committee
The principal powers and duties of the nomination and remuneration committee comprise: drawing up proposals of criteria for membership of the Management Board, drawing up proposals for the salary, reimbursements and benefits policy for members of the Management Board, conducting a preliminary discussion of a proposal by the president of the Management Board in connection with the management of the Company pursuant to the third paragraph of Article 13 of the Articles of Association, assessing the qualification and suitability of Management Board and Supervisory Board members according to the provisions of the Policy of Evaluating Professional Competence of Management and Supervisory Board Members and providing support and drafting proposals in areas concerning the Supervisory Board (e.g. conflicts of interest, the establishment and implementation of a remuneration system for members of the Supervisory Board, and assessment of the work of the Supervisory Board in accordance with the Corporate Governance Code).
Nomination and Remuneration Committee consists of: Matej Runjak, the Chairman, and members Dr. Dubravko Štimac and Boštjan Molan.
The strategy committee's principal areas of operation are discussing and drafting proposals for the Supervisory Board in connection with the Triglav Group's strategy, and monitoring its implementation, and discussing and drafting proposals and opinions for the Supervisory Board in connection with the Triglav Group's strategic development and planning.
Strategy committee consists of: Mag. Gregor Kastelic, the Chairman, and members Dr. Mario Gobbo and Peter Celar.
For carrying out the process of proposing candidates for shareholder representatives on the Supervisory Board, the Supervisory Board convenes a nominations board as a temporary committee. The nominations board draws up the selection criteria and conditions, and unless otherwise stipulated by the Supervisory Board, makes a list of the candidates for membership in the Supervisory Board, appeals to the Appointments and Compensation Committee to prepare an assessment of the qualifications and suitability of the candidates running for membership in the Supervisory Board, submitting to the Supervisory Board a proposal for the nomination of one or more candidates for shareholder representatives.