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The Supervisory Board committees and their main tasks
Supervisory Board
Audit Committee
▪
Monitors the financial reporting
and
sustainability reporting process and draws
up reports and proposals for ensuring its
integrity
▪
Monitors the efficiency and effectiveness
of internal controls, internal audit and risk
management systems;
▪
Monitors the obligatory audit of annual
and consolidated financial statements and
reports on the audit findings to the
Supervisory Board;
▪
Is in charge of the auditor selection
procedure, proposes a candidate to the
Supervisory Board to audit the Company’s
annual report and participates in the
drafting of an agreement between the
auditor and the Company;
▪
Reviews and monitors the independence
of the auditor for the Company's annual
report, particularly regarding the provision
of additional non-audit services;
▪
Monitors the quality of the auditor's audit
in accordance with the Guidelines for audit
committees for monitoring the quality of
external auditing adopted by the Agency
for Public Oversight of Auditing and the
Slovenian Directors' Association;
▪
Supervises the integrity of financial
information provided by the Company,
evaluates the drafting of the annual report
and draws up a proposal for the
Supervisory Board;
▪
Cooperates with the Internal Audit
Department, monitors its quarterly
reports, examines the internal documents
of the Internal Audit Department, the
Rules of the Internal Audit Department
and the annual plan of the Internal Audit
Department;
▪
Discusses decisions on the appointment,
dismissal and remuneration of the head of
the Internal Audit Department.
▪
Monitors the Company's annual
compliance reports and reports on
contracts with audit firms and firms in
their networks
Strategy Committee
▪
Discusses and draws up
proposals for the Supervisory
Board regarding the Triglav
Group strategy;
▪
Monitors the implementation of
the strategy;
▪
Discusses and draws up
proposals and opinions for the
Supervisory Board related to the
strategic development and
planning of the Triglav Group.
Appointment and Remuneration
Committee
▪
Proposes criteria for membership in
the Management Board;
▪
Proposes the policies of
remuneration, reimbursement and
other benefits for the Management
Board members;
▪
Preliminary considers the proposals
of the President of the Management
Board related to the management of
the Company;
▪
Performs fit and proper assessments
of the Management Board and
Supervisory Board members;
▪
Provides support and makes
proposals on matters related to the
Supervisory Board (e.g. conflicts of
interest, design and implementation
of a remuneration system for the
Supervisory Board members,
assessment of the Supervisory
Board's work pursuant to the Code
of Corporate Governance).
Nomination Committee (an ad-hoc
committee established to carry out
a nomination procedure for
shareholder representatives)
▪
Prepares criteria for the selection of
candidates for members of the
Supervisory Board, shareholder
representatives, unless the
Supervisory Board determines
otherwise;
▪
Registers the candidates for
members of the Supervisory Board;
▪
Instructs the Appointment and
Remuneration Committee to carry
out a fit and proper assessment of
the candidates;
▪
Submits to the Supervisory Board a
proposal to nominate one or
several candidates for Supervisory
Board members – shareholder
representatives, including the draft
fit and proper assessment of the
candidates for members of the
Supervisory Board.
Risk Committee
▪
Monitors the functioning and
adequacy of the risk management
system;
▪
Advises the Supervisory Board on the
Company's overall current and future
risk appetite and on its risk
management strategy;
▪
Oversees the implementation of
capital and material risk management
strategies;
▪
Reviews key internal documents and
other risk management documents
submitted to, noted by or approved by
the Supervisory Board;
▪
Reviews the annual Solvency II capital
adequacy calculation reports, the
Solvency and Financial Condition
Reports (SFCR) of the Company and
the Group, the own risk and solvency
assessment report, the regular risk
profile reports of the Company and
the Group, and any other reports
related to risk management;
▪
Supervises disclosures and examines
the credit rating agencies' reports for
the year.