Composition of Supervisory Board Committees and their activities in 2011

Supervisory Board committees prepare proposals for resolutions of the Supervisory Board, assure their implementation and carry out other professional tasks. In 2011, the Supervisory Board had four committees: the Audit Committee, the Appointments and Compensation Committee, the Strategy Committee and the Nominations Committee.

Audit 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;
  • help in identifying the most important audit areas.

In 2011, the Audit Committee was made up of the following members: Uroš Slavinec as Chairman and Aljoša Valentinčič, Branko Gorjan, Anton Ribnikar (until 17 October 2011), Vladimir Uršič (as of 17 October 2011) and Barbara Nose (outsourced independent expert) as 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:

  • drawing up proposals for the Supervisory Board regarding the criteria for membership in the Management Board;
  • drawing up proposals regarding the policy for remuneration, compensation and other benefits of the Management Board members.

In 2011, the Compensation and Appointments Committee had the following composition: Borut Jamnik as Chairman (until 19 September 2011), Anton Ribnikar as Chairman (as of 17 October 2011), Igor Mihajlović, Boris Gabor (until 29 May 2011) and Miran Krštinc (as of 20 June 2011) as members, and Srečo Jadek as an outsourced independent expert.

Strategy Committee

At its meeting on 10 February 2011, the Supervisory Board established a Strategy Committee, composed of Borut Jamnik as Chairman and Igor Mihajlović and Peter Celar as members. Following Borut Jamnik's resignation statement of 19 September 2011, the Supervisory Board appointed Anton Ribnikar as member and Chairman of the Strategy Committee on 17 October 2011. 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 the monitoring of the Triglav Group Strategy implementation and any related opinions, drafting resolutions for the Supervisory Board and ensuring their realisation.

Nominations Committee

At its session on 17 October 2011, the Supervisory Board established a Supervisory Board Nominations Committee for a definitive period of time ending with the appointment of a new Supervisory Board member. The Nominations Committee has the following composition: Uroš Slavinec, Chairman, Miran Krštinc, employee representative, Tomaž Kuntarič and Vanessa Grmek, shareholder representatives and Eva Boštjančič, representative of the Accreditation Committee at the Capital Assets Management Agency. The Nominations Committee will carry out the procedure for appointing a new member to the Supervisory Board and propose a candidate to the Supervisory Board.

 
 
 
 
 
 
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