The Group KD Group and KD Group dd

The KD Group Annual Report 2009
CORPORATE GOVERNANCE STATEMENT
Responsible corporate governance is the basis for all the KD Group’s activities. This mission is followed by the management
and supervisory bodies of the parent company KD Group, where a one-tier management system has been implemented
since 16 November 2009. KD Group d. d. provides the Corporate Governance Statement in accordance with the provision
from the fifth paragraph of Article 70 of the Companies Act. Explanations relating to the sixth paragraph of Article 70 of the
Companies Act are given in the section Shares, Dividends and Ownership Structure and on the company's website at
www.kd-group.com.
Management system of KD Group
In 2009, KD Group d.d. changed from a two-tier management system where competences are divided between the General
Meeting, Supervisory Board and the Management Board, to a one-tier management system where management process is
exercised with cooperation between the General Meeting and the Management Board. Below we present operations of the
General Meeting in 2009, whose competences in both systems are comparable, followed by a description of operations of
the two-tier management system which was exercised in the Company from its establishment and until 15 November 2009.
Further we provide description of the roles and position of the Management Board members, CEOs and audit committee in
relation to the General Meeting, as assumed by them on 16 November 2009.
1. General Meeting of Shareholders of KD Group
The General Meeting of Shareholders of KD Group d. d. adopts the basic decisions leading to the realisation of the central
economic objective: creating value for shareholders.
In 2009 the General Meeting held 12 th , 13 th and 14 th General Meeting of Shareholders, with an average 84.13 percent
representation of all ordinary KDHR shares with voting rights. At the 13 th General Meeting where, according to the agenda,
holders of the preference shares also had a right to vote, 20.68 percent of all preference KDHP shares were represented.
At the 12 th General Meeting of Shareholders on 6 March 2009, the mandate of the Supervisory Board members was
extended.
At the 13 th General Meeting of Shareholders on 28 August 2009, the Shareholders adopted a resolution not to appropriate
the balance sheet profit of EUR 8,903,201.33 as at 31 December 2009 and to defer the decision on its appropriation until the
next year. The Shareholders issued a discharge to the Management Board and the Supervisory Board, thus confirming and
approving the work of their members in 2008, further they adopted a resolution on determination of compensation to
members of the Supervisory Board and its Committee members, and appointed auditing firm Ernst & Young, d. o. o.,
Ljubljana, as the auditors for the financial year 2009.
At the 14th General Meeting of Shareholders on 9 November 2009, the Shareholders adopted amendments to the Articles of
Association of the Company related to the implementation of a one-tier management system, supplementation of the
Company's activity, and harmonisation of the provisions of the General Meeting of Shareholders with the Companies Act
ZGD-1C. Due to a transfer to a one-tier management system, the Shareholders decided that as of the day of registration of
the amendments to the Article of Association in the court register, the mandate of members of the Management and
Supervisory Board expires, and they appointed members of the first Management Board of KD Group for the first four-year
mandate.
Resolutions passed at the 12 th , 13 th and 14 th General Meeting of Shareholders were published and are accessible on the
SEOnet website and at the Company's website at (http://www.kd-group.com/?subpage=741).
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