Page 22 - InterEnergo - Annual Report 2020
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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 (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

            20    Integrated Annual Report 2020                                                                                                                                                       Integrated Annual Report 2020  21
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