Page 22 - InterEnergo - Annual Report 2020

Interenergo Company profile Interenergo Company profile

Corporate governance Key features of internal control and risk increase or decrease in share capital; appointment
management systems in connection with
of the Company’s auditor; Company’s representation
the financial reporting process in legal proceedings filed against managers;
the dissolution of the Company; other matters
With the purpose of ensuring greater transparency, determined by law.
Interenergo is headed by a Management Board that Item 2.4. The Articles of Association are published at efficiency and accountability, the Company has
consists of two Managing Directors and is supervised the web site of the Agency of the Republic of Slovenia established a functioning system of internal controls The shareholder adopts its decisions by entering
by a four-member Supervisory Board. Interenergo’s for Public Legal Records and Related Services; and risk management, which corresponds to the them into a special register of decisions.
parent company and its sole owner is Kelag with its thus, we believe that they are not required to be organisational structure. The internal control system
registered office in Austria. additionally published on the Interenergo’s web site. is supported by an adequate information system Data on composition and working of the
supervising and managing bodies, and
Working pursuant to the highest corporate integrity Item 2.7. Goals of Interenergo are defined in its other that enables the Company to accurately, promptly their committees
and responsibility has been the cornerstone of the documents, hence their inclusion in the Articles of and comprehensively process data on a daily,
Interenergo Group since its very beginning. Business Association is unnecessary. weekly, monthly and annual level. This ensures that Interenergo’s Management Board consists of two
compliance is integrated into all aspects of Group’s Item 2.8. Key relationships between the Company’s information on business operations is complete and managing directors and two holders of procuration,
business operations. that at the year-end the financial statements give a which direct the working and development of
bodies, relationships with shareholders and fair view of the Company’s position.
stakeholders, and the main corporate governance Interenergo and its subsidiaries. Company’s
Corporate governance statement policies with respect to its long-term goals are set business operations are supervised by a four-
out in Company internal acts, therefore we believe Interenergo’s Shareholders’ Meeting, member Supervisory Board. The list of members of
Pursuant to provisions of Paragraph 5, Article 70 that the adoption of Company’s corporate governance its key competences and description of the Management and Supervisory Board is provided
of the Companies Act (The Official Gazette of the policy is not necessary. shareholders’ rights in the presentation section hereof.
Republic of Slovenia, no. 55/2015), the following
corporate governance statement is herewith Item 4.3.2. All members to the Supervisory Board The shareholder independently decides on Diversity policy
provided as part of the business report. are appointed by the sole shareholder, and those amendments and additions to the Company’s
connected with it or its parent company. Articles of Association; status-related changes; Interenergo has not adopted a diversity policy
Reference to the Corporate Governance Item 4.6.2. All members to the Supervisory Board adoption of the annual report if the Supervisory for the management and supervisory bodies.
Code are appointed by the sole shareholder, and those Board did not confirm it or if the Management and Candidates for members of the Management and
connected with it or its parent company. the Supervisory Board leave the decision on the Supervisory Boards are selected on the basis of
During its business operations in 2020 Interenergo annual report’s adoption to the shareholder; use of expertise, competences and work experience,
adhered to the Corporate Governance Code for Item 4.6.4. In 2020, the Supervisory Board failed the accumulated profit or covering of loss; payment without discrimination on grounds of gender, age
Nonlisted Companies (authors: the Slovenian to consist of at least 20 percent members of each and reimbursement of subsequent contributions; or education. By following the Corporate Governance
Directors’ Association (ZNS), the Ministry for gender. set-up and recall of the Supervisory Board; granting Code for Non-listed Companies and other internal
Economic Development and Technology, and Item 5.12. Although Interenergo is pursuant to discharge to the Management and the Supervisory acts, Interenergo, however, ensures transparent and
Slovenia’s Chamber of Commerce), published at the provisions of the Companies Act classified as a Board; division and termination of equity interests; sound management.
web site www.gzs.si (hereinafter: Code). large company, we believe that the establishment
Data on scope of deviations from the Code of committees is unnecessary due to low number of
employees and consequently smaller management-
While engaged in its corporate activities, Interenergo related complexity.
deviated in 2020 from following provisions of the Item 9.2. All members of the Supervisory Board
Code: are properly trained by the parent company of the
Item 2.1.2. As Interenergo is a company with sole shareholder, where there are employed, hence
one shareholder, its Articles of Association do a separate training programme on the Interenergo
not determine mechanisms for solving disputes level is not necessary.
among shareholders and the possibilities, measures Item 11.3.5. The internal audit of Interenergo is
and proceedings of withdrawal or exclusion of conducted by the internal audit division of the sole
shareholders. shareholder’s parent company

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