Page 23 - InterEnergo - Annual Report 2020
P. 23

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

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