The Group KD Group and KD Group dd

The KD Group Annual Report 2009
• At the correspondence meeting on 2 February 2009 the Supervisory Board appointed a four-member Management
Board whose mandate commenced on 3 February 2009 and determined competences of the President and members
of the Board;
• At its 4 th meeting held on 28 May 2009 the Supervisory Board discussed the audited Annual Report of KD Group d.d.
and the audited Annual Report of the KD Group for 2008 and was informed of the auditor's opinions and proposal for
the distribution of the profit; further it adopted annual report of the Supervisory Board on the review of the annual
reports thus giving its approval to the Annual Reports of KD Group d.d. and the Group KD Group. The Supervisory
Board adopted the Constitution of the Audit Committee of KD Group d.d., appointed Audit Committee of the
Supervisory Board, and discussed and approved KD Group's plan for 2009 and internal audit plan of KD Group for
2009;
• At its 5 th meeting held on 14 July 2009 the Supervisory Board discussed current business of the KD Group and
business report for the period January – May 2009;
• At its 7 th meeting on 15 September 2009 the Management Board appointed Draško Veselinovič member of the
Management Board with his mandate commencing on 1 October 2009 and again allocated individual business areas to
members of the Management Board;
• At its 3 rd conference meeting on 7 October 2009 the Supervisory Board was informed of the proposed Agenda for the
14 th General Meeting of Shareholders, proposals for decisions and their justification, and with regards to the
implementation of a one-tier management system of the Company, gave its proposals for appointment of members of
the Management Board of KD Group;
• At its 10 th regular meeting on 30 October 2009 the Supervisory Board discussed the non-audited business report of KD
Group d.d. and the Group KD Group for the first six months of 2009 and the report on current business of KD Group
from January to September 2009;
• At the constitutive meeting on 9 November 2009 the Management Board appointed Matjaž Gantar, member, President
of the Management Board, Aleksander Sekavčnik Deputy president, and Draško Veselinovič the CEO and Peter Graško
Deputy CEO.
• At its 1 st regular meeting held on 23 November 2009 the Management Board discussed current business and appointed
Audit Committee of the Management Board.
The Company ensured business transparency through periodical and additional regular informing of the Shareholders and
other public via simultaneous publications on the Ljubljana Stock Exchange website SEOnet http://seonet.ljse.si and the
Company's website www.kd-group.com.
Based on the above, the Management Board has concluded that it was informed of all more important business events in
2009 that affected the performance of the Company and the Group KD Group. In view of the method of information provision
and cooperation between the management and the Management Board during the year it was not necessary for the
Management Board or its individual members to ask for additional information or to verify documentation on which the
information, important for the decision-making, was based.
Management Board's report on relations with the controlling entity
The Management Board also discussed the management’s report about relations with the controlling entity KD d.d. and
transactions with related parties in 2009, and has concluded that in the conclusion of legal transactions and other legal acts
between the controlling entity and its related parties, KD Group d.d. suffered no damage or deprivation.
Annual Report 2009 – View of the auditor's report, review and the Annual Report's approval
The audit of the Annual Reports of KD Group d.d. and the Group KD Group for the year 2009 (hereafter: Annual reports for
2009) was performed by the auditing firm Ernst & Young d.o.o., Ljubljana, who issued an unqualified opinion on the two
Annual Reports on 14 April 2009.
The audited Annual reports for 2009 were discussed by the Management Board on 22 April 2010.
The Management Board considered the two Annual reports and auditor's opinions for 2009 and has concluded the following:
• The 2009 Annual reports have been compiled in accordance with the Companies Act, Articles of Association and the
current accounting and reporting requirements;
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