CORPORATE GOVERNANCE

Telekom Slovenije’s governance system is based on the provisions of the law, company bylaws and rules.

The updated Corporate Governance Policy of Telekom Slovenije, d.d., adopted on 13 February 2020, represents the framework for managing the company, as framed and adopted by the Supervisory Board and Management Board, in accordance with the Corporate Governance Code. In this way within the legal and statutory framework the two boards set out their commitment and publicly disclose how they will supervise and manage the Company. The Corporate Governance Policy defines groups of stakeholders and the strategy of communication and cooperation with them, the policy governing links between the parent company and its subsidiaries, the commitment to identify conflicts of interest and the independence of members of the Supervisory Board and Management Board, a system for separating responsibilities and powers between members of management and supervisory bodies, the role of Supervisory Board committees and the protection of employees’ interests. The Company’s Supervisory Board and the Management Board will update the Corporate Governance Policy with the current corporate governance guidelines, binding regulations and best practices.

The previous version of the company governance policy is available here (adopted on 22 February 2017).

Pursuant to the fifth paragraph of Article 70 of the Companies Act, and the recommendations of the Corporate Governance Code and the Corporate Governance Code for Companies with Capital Assets of the State, Telekom Slovenije has issued its Governance Statement, which is an integral part of the audited Annual Report of the Telekom Slovenije Group and the company Telekom Slovenije, d.d., for the individual financial year, and which includes a Statement of Compliance with the Governance Codes. The Statement for the 2019 financial year can be viewed here.

The Company also adheres as far as possible to the Recommendations and Expectations of Slovenian Sovereign Holding (Slovenski državni holding), adopted in March 2018. Our position regarding the Recommendations and Expectations for 2019 can be viewed here.

Telekom Slovenije is oriented towards achieving set business objectives in an ever-changing business environment, where the management and employees wish to come as close as possible to fulfilling the business vision and development of the Company. All operational business decisions to achieve these objectives are being implemented as part of the corporate strategy. In July 2020 the Supervisory Board adopted the Strategy of the Telekom Slovenije Group for the 2021 to 2025 period. A summary of the document is published here.

In accordance with the Corporate Governance Code of the Ljubljana Stock Exchange and the Corporate Governance Code for Companies with Capital Assets of the State of Slovenski državni holding, d. d., the Supervisory Board adopted the Policy Governing the Diversity of the Management Board and Supervisory Board of Telekom Slovenije on 22 June 2020. The aforementioned policy represents an updated version of the policy adopted on 6 December 2017.

A Communication Strategy has been adopted, which details the communication priorities, implementation of the Strategy, key partners, speakers and the style of communication, protection of information and monitoring effectiveness. The company has also adopted a Policy on communication with the shareholders.

General Meeting of Shareholders

In accordance with the Companies Act (ZGD-1), the General Meeting of Shareholders is the body through which shareholders exercise their rights in matters relating to the company.

The convening of the General Meeting and other important matters related thereto are governed by the Articles of Association of Telekom Slovenije, d.d. in accordance with the valid legislation.

Supervisory Board

The method of work, convening of meetings and other matters important for the work of the Supervisory Board of Telekom Slovenije, d.d. are defined in the company’s Articles of Association and the Rules of Procedure of the Supervisory Board.

In accordance with the recommendation under Point 6.5.1 of the Corporate Governance Code for Companies with Capital Assets of the State, the Supervisory Board has drawn up and adopted a Competence Profile for its members, in terms of the optimal size and composition of the Supervisory Board.

In accordance with the Corporate Governance Code, all members of the Supervisory Board sign a special statement whereby they make clear their position regarding the fulfilment of each criterion of independence pursuant to Annex C.3 of that Code, they state that they consider themselves to be independent if they meet all the criteria or dependent if they do not, they state that they are professionally qualified for work in the Supervisory Board and that they possess sufficient experience and knowledge for such work.

The members of the Supervisory Board of Telekom Slovenije, d.d. and the external member of the audit committee of the Supervisory Board have signed a statement concerning a portion of the remuneration pertaining to their performance of offices related to the operation of the Supervisory Board and its committees, whereby they have renounced 30% of their due remuneration up until the COVID-19 epidemic declaration is rescinded in the territory of the Republic of Slovenia. The Company will donate the amount renounced by the members of the Supervisory Board and external member of the audit committee to the Heart Foundation, which aims to help the children of employees of the Telekom Slovenije Group of companies who have lost a parent, or who are seriously ill and require long-term treatment associated with high costs.

Management Board

The method of work, convening of meetings and other matters important for the work of the Management Board of Telekom Slovenije, d.d. are defined in the company’s Articles of Association and the Rules of Procedure of the Management Board.