The Group KD Group and KD Group dd

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The KD Group Annual Report 2009 2.2.1.5. Dr. Draško Veselinovič Company Krka d.d., Novo mesto Function (as at 31.12.2009) Member of the Supervisory Board 3. Management bodies of KD Group –tasks and competencies in a one-tier management system GENERAL MEETING OF SHAREHOLDERS Appointing and recalling Management Board members Awarding discharge to Management Board members Deliberating on Management Board members‘ remuneration Adoption of other resolutions in accordance with the law Authorisation to convene the General Meeting Formation of proposals for resolutions (appointing/recalling Management Board members, appropriation of undistributed profits, changes to the share capital, appointing the auditor and similar) tasks, report on the verification and approval of the annual report and opinion regarding the auditor’s report, Implementing the adopted resolutions Other reporting and notifying of the General Meeting Reporting and notifying regarding business conduct Preparation of the annual report MANAGEMENT BOARD NON-EXECUTIVE MEMBERS + CHIEF EXECUTIVE OFFICER Appointing/recalling chief executive officer (from within Management Board members) Appointing audit committee from within Management Board members and external experts) Signing contracts with chief executive officer, stipulating his /her remuneration, approval of loans to chief executive officer Supervising chief executive officer’s business conduct AUDIT COMMITTEE 3.1. Management Board 3.1.1. Operations of the Management Board The Management Board is comprised of members, appointed by the General Meeting of Shareholders. The Management Board manages and supervises the managing of the Company and represents Company in all matters that are outside the competencies of the Chief Executive Officers. The Management Board must meet at least on a quarterly basis. The Management Board from among its members appoints chief executive officers who present and represent the Company. The Management Board's competences are applicable to all its members, with some of them being transferred to the two CEOs. Therefore, in accordance with the Articles of association, the two chief executive officers present and represent the Company, they manage daily business, they report entries and submit documents for entry in the register, they are in charge of keeping books of account and of the annual report preparation. The two CEOs manage the business by complying with instructions and limitations laid down by the Articles of Association, the Management Board, the General Meeting of Shareholders and the Rules of procedure of the CEOs. The Management Board may at any time recall a Chief executive officer. 26
The KD Group Annual Report 2009 As from 16 November 2009, KD Group is managed and supervised by the Management Board (MB) in the following composition: • Matjaž Gantar (President MB), university graduate in economics, • Aleksander Sekavčnik (Deputy president MB), university graduate in economics, • Tomaž Butina (member MB, President of the Audit Committee), university graduate, computer engineer, • Sergej Racman (member MB, Deputy President of the Audit Committee), engineer of physics and mathematics, • Draško Veselinovič (member MB, CEO), doctorate in economic science, • Peter Grašek (member MB, deputy CEO), bachelor of laws. The Management Board held a constitutive session and one regular session in 2009. The Management Board provided details regarding its work in the Report of the Management Board to Shareholders on Verification of the Annual Report. This report is submitted to shareholders as part of the materials for the General Meeting of Shareholders, which decides on the appropriation of the balance sheet profit and is also published on the Company's website. 3.1.2. Members of the Management Board hold the following offices on management and supervisory bodies of other companies With regards to Matjaž Gantar, President of the Management Board, Draško Veselinovič, PhD and Peter Graško, membersthe presentation is given in section 2.2.1. of this Chapter. 3.1.2.1. Aleksander Sekavčnik Company KD d.d., Ljubljana KD Življenje d.d., Ljubljana KD Investments A.D., Beograd KD Banka d.d., Ljubljana P.C.I. d.o.o., Ljubljana Sekavčnik in družbenik d.n.o., Ljubljana PM & A FA d.d., Ljubljana Function (as at 31.12.2009) Member of the Management Board President of the Supervisory Board Member of the Management Board Member of the Management Board General Manager General Manager Member of the Supervisory Board 3.1.2.2. Tomaž Butina Company KD d.d., Ljubljana KD Banka d.d., Ljubljana AVRA d.o.o., Ljubljana Dermatologija Bartenjev-Rogl d.o.o. Function (as at 31.12.2009) Member of the Management Board Member of the Management Board General Manager General Manager 27
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