DRAVA, KUPA, RJE»INA, LOKVARKA, LI»ANKA LIKA, DOBRA ...

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HEP ANNUAL REPORT 2010
CHAPTER 2 - CORPORATE GOVERNANCE
GOVERNING BODIES
OF HEP d.d.
(FROM HEP d.d. ARTICLES OF ASSOCIATION)
THE MANAGEMENT BOARD OF THE COMPANY
The Management Board of the Company consists of 6 members, one of which is appointed president of the
Management Board. The president is appointed and removed by the Supervisory Board. The term of office of the
president and members of the Management Board is 4 years.
For the realization of its managerial tasks and powers the Management Board performs the following work:
1. manages the business affairs of the Company,
2. establishes and implements the business policy, medium-term and long-term plans,
3. carries out the decisions made by the Supervisory Board and the Shareholders’ Assembly, and takes
measures and issues instructions for their implementation,
4. passes internal rules and regulations of the Company and organizational rules,
5. represents and acts for the Company, and signs contracts within the framework of the law and these
Articles of Association,
6. proposes decisions on matters falling in the scope of work of the Supervisory Board and Shareholders’
Assembly of the Company,
7. appoints members to shareholders’ assemblies and to supervisory boards of the companies in which HEP
has controlling interests or significant influence,
8. appoints and revokes the Company’s officers,
9. decides whether new employees are needed,
10. proposes and takes necessary measures and issues direct orders to ensure operations of the Company,
especially the safety and functioning of the power system,
The Management Board of the Company may, subject to approval by the Supervisory Board, decide on:
1. Formation of companies in this country and abroad ,
2. Sale and purchase of shares and stakes held by the Company in other companies, and sale of real
property,
3. Sale and purchase of and charges on real property exceeding HRK 20,000,000.00
4. Borrowing and issuance of securities exceeding HRK 100,000,000.00
5. Giving of power of attorney and waiving of rights without compensation above HRK 5,000,000.00
THE SUPERVISORY BOARD
The Supervisory Board consists of 7 members. Six members are appointed and revoked by the Shareholders’ Assembly
of the Company and one member is elected and revoked by workers pursuant to provisions of the Labor Act. The
term of office of the members of the Supervisory Board is four years and after the expiry of their term the members
of the Supervisory Board may be reelected. The members of the Supervisory Board elect the chairperson and an
alternate chairperson from among themselves. The Supervisory Board supervises the management of the Company’s
business affairs.