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
Chairman of the Supervisory Board:
- Matej Runjak
Vice-Chairman of the Supervisory Board:
- Gregor Kastelic, MBA
Representatives of shareholders:
- Rajko Stanković,
- Mario Gobbo, Ph.D.,
- Dubravko Štimac, Ph.D.,
- Matija Blažič.
Representatives of employees:
- Branko Gorjan,
- Miran Krštinc,
- Peter Celar.
The Supervisory Board started its four-year term of office on 12 June 2013. In addition, the Supervisory Board appointed the Audit Committee, Appointments and Compensation Committee and Strategy Committee.
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 and the Supervisory Board resolutions. They include:
- monitoring the financial reporting process;
- monitoring internal control systems, reports and recommendations of the Internal Audit Department;
- monitoring risk management systems and the mandatory audit of annual and consolidated accounting statements;
- proposing to the Supervisory Board the candidate for the auditor of the annual report of the Company;
- evaluation of the drawing up of the annual report, including drafting the proposal for the Supervisory Board;
- participating in specifying important fields of auditing;
- examination of the internal documents of the Internal Audit Department, the Rules of Operation of the Internal Audit Department and the annual plan of the Internal Audit Department;
- examination of decisions on the appointment, dismissal and remuneration of the Head of the Internal Audit Department.
Mario Gobbo, Ph.D., was appointed Chairman of the Audit Committee, Rajko Stanković, Branko Gorjan and Barbara Nose (an external member) were appointed its members.
Appointments and Compensation Committee
The 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 proposals regarding the criteria for membership in the Management Board;
- drafting proposals regarding the policy of remuneration, compensation and other benefits for the Management Board members;
- preliminary consideration of proposals made by the President of the Management Board related to the management of the Company, pursuant to the third paragraph of Article 13 of the Articles of Association;
- support and making proposals on matters that concern the Supervisory Board (e.g. conflicts of interest, design and implementation of a remuneration system for Supervisory Board members, the evaluation of Supervisory Board’s work against the Code of Corporate Governance).
The Appointments and Compensation Committee is chaired by Matej Runjak, whereas Dubravko Štimac, PhD, and Miran Krštinc serve as its members.
The duties and competences of the Strategy Committee are set out in the Rules of Procedure of the Supervisory Board and Supervisory Board resolutions. Its tasks include monitoring and implementing the Triglav Group Strategy, adopting any related opinions, drafting resolutions for the Supervisory Board and ensuring their realisation.
The Strategy Committee includes Gregor Kastelic, MBA as its Chairman and Mario Gobbo, Ph.D., and Peter Celar as its members.
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.