DARS_porocilo 2007 ANG.indd

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Declaration of Conformity of the Company DARS d.d. to the “Management Code for Publicly Traded Companies” The Motorway Company of the Republic of Slovenia, PLC, Celje (hereinafter: Company) herewith informs the shareholders and public that it conducts business in compliance with the valid regulations and legal acts which are in force in the Company and which to a large extent also regulate the issues regulated by the “Management code for publicly traded companies”. The Company hereby states that it complies with the provisions of the “Management code for publicly traded companies”, which was formed and adopted by common consent by the Ljubljana Stock Exchange PLC, Ljubljana, the Association of Supervisory Board Members and the association Manager on 18 March 2004, and modified and amended on 14 December 2005 and 5 February 2007 (hereinafter: Code), published on the web pages of the Ljubljana Stock Exchange d.d., at the address http://www.ljse.si/, with the following derogations or particularities: The Company does not comply with the provision of point 1.1.1. of the Code, which specifies that the basic objectives of a company should be stated in the company Statute. The tasks and objectives of the Company are defined in the Slovenian Motorways Company Act (Official Gazette of the RS, no. 57/93 with amendments, hereinafter ZDARS). The Company complies with the Code provision 1.3.1., which specifies that shareholders exercise their rights at the general meeting and that each shareholder is entitled to participate at the general meeting. The sole shareholder of the Company is the Republic of Slovenia, and the general meeting is performed at a session of the Government of the RS, which operates in compliance with the Government of the Republic of Slovenia Act (Official Gazette of the RS, no. 4/93 with amendments, hereinafter ZVRS) and the Rules of procedure of the Government of the Republic of Slovenia (Official Gazette of the RS, no. 43/2001 with amendments, hereinafter Rules of procedure of the Government of the Republic of Slovenia). The Company indirectly complies with the Code provision 1.3.5., which specifies that a general meeting is convened by the management, which also publishes the agenda, because the Company submits the proposed agenda to the competent Ministry, which submits the proposal for consideration to the Government of the Republic of Slovenia, in compliance with the ZVRS and the Rules of procedure of the Government of the Republic of Slovenia. Code provision 1.3.17. specifies that the majority of members of the management and supervisory bodies should attend the general meeting. The Company’s general meeting is a session of the Government, and the Government of the Republic of Slovenia may, pursuant to the ZVRS and the Rules of procedure of the Government of the Republic of Slovenia, invite the management to attend the session of the Government, because it is not usual for uninvited persons to attend sessions of the Government. The Company partly complies with the provisions of points 2.3.2. and 2.3.3. of the Code, which refer to the manner of determining the amount of payments, reimbursements and other benefits for the members of management, and the Company is of the opinion that its own regulation is sufficient, where the issues of payment to members of the management are regulated by the provisions of individual contracts between the Company and individual members of the management. The contract of employment specifies the maximum amount of the variable part of payment in compliance with the criteria in the contract, but the Company does not have a special internal regulation which specifies criteria on the manner of determining the amount of payments, reimbursements and other benefits for the members of the management, but it applies as appropriate the recommendations of the Government of the RS regarding remuneration for managers of state-owned companies, and it also obtained the prior consent of the competent Minister with regard to the amount of salary for individual managers. 122 ANNUAL REPORT DARS d.d. 2007 STATEMENT OF CORPORATE GOVERNANCE
The Company does not implement the Code provisions 2.3.4., 2.3.5., 2.3.6. and 2.3.7., which refer to share options and comparable remuneration systems as variable parts of receipts, because it does not have a system and practice of remunerating by share options. The Company does not comply with the provision of point 2.4.7. of the Code, which specifies that a member of management should accept membership in the supervisory board only after informing the President of the supervisory board in the company in which the member performs the function of a member of management, because no built-in obligation exists to do that. The company does not comply with provision 3.1.1. of the Code (which specifies that the tasks of the supervisory board are to appoint and supervise the management) in the part referring to appointing the management, because the Company management is appointed by the Government of the Republic of Slovenia in compliance with the provisions of the ZDARS. The Company does not comply with the provision of point 3.1.9. of the Code, which specifies that the supervisory board should use information technology to send out materials and convene sessions, because the Company’s supervisory board sends out materials and convenes sessions by means of registered post with a return receipt. The Company complies with the provision of point 3.1.10. of the Code, because the Supervisory Board assesses its own work once a year. Assessment of the work of the Supervisory Board of DARS d.d. includes an assessment of the composition of the supervisory board, an assessment of the operations of the supervisory board as a group, and an assessment of the qualifications and efficiency of individual members, an assessment of the operations of individual commissions of the supervisory board, an assessment of work organisation and measures to improve efficiency. Members of the Supervisory Board regularly attend training and meetings, and the President of the Supervisory Board also encourages them to perform their functions efficiently and actively. The Company complies with the provision of point 3.1.11. of the Code, because the Supervisory Board prepares a written report to the general meeting next to the annual report every year. The Company complies with provision 3.2.1. of the Code, which specifies that the supervisory board is authorised to appoint and recall members of the management, whereby it strives for continuity, except in the part referring to appointing and recalling members of the management, for which is, pursuant to the ZDARS, competent the Government of the Republic of Slovenia and not the supervisory board. But the supervisory board proposes to the Government of the Republic of Slovenia the appointment and dismissal of members of the management. The Company does not in its entirety comply with the provision of point 3.3.6. of the Code, which specifies that the commission, upon collecting proposals for supervisory board candidates, should take into consideration the pre-set criteria and that these criteria should be specified by the company statute. The statute specifies that members of the supervisory board should fulfil the terms and conditions specified by law and, additionally, that they are specialists in the field of economics, engineering, commercial law or finance, or have many years of experience in senior positions in the economy, but it does not specify more detailed criteria, as set out in point 3.3.6. of the Code. The Company complies with provision of point 3.4.2. of the Code, which specifies that the amount and manner of determining amounts of individual payments for supervisory board members are specified by a decision of the general meeting or by statute, because that is determined by decree of the Government of the Republic of Slovenia as the authoritative body which sets out the highest possible amounts of payments, and such decree refers to companies which are majority-owned by the Republic of Slovenia, which the Company is. 123 ANNUAL REPORT DARS d.d. 2007 STATEMENT OF CORPORATE GOVERNANCE
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A N N U A L R E P O R T 2 0 0 7
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Contents 6 9 10 11 11 12 13 13 13 1
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66 66 67 67 68 69 69 69 70 71 73 74
Page 7 and 8:
LETTER OF THE MANAGEMENT BOARD A Ye
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8 LETNO ANNUAL PORO»ILO REPORT DAR
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Financial Highlights 2007 2006 Shar
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Organisation The organisation of th
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Management Board As laid down in th
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16 LETNO ANNUAL PORO»ILO REPORT DA
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Mission, Vision, Strategic Goals, a
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Key Business Events in 2007 • In
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Analysis of Business Performance To
Page 25 and 26:
Completed Construction and Reconstr
Page 27 and 28:
Revenue of DARS d.d. 2007 Revenue T
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Shares of individual types of expen
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Business Activities of the Company
Page 33 and 34:
International Cooperation Departmen
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Finance and Marketing Division Fina
Page 37 and 38:
Toll Collection Division Toll colle
Page 39 and 40:
The activities carried out in the a
Page 41 and 42:
Within the scope of rehabilitation
Page 43 and 44:
A new 48-fibre optical cable was in
Page 45 and 46:
Owing to the exceptional increase i
Page 47 and 48:
Environmental Management Environmen
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Staff Recruitments and Departures I
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50 ANNUAL REPORT DARS d.d. 2007 FIN
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Notes to the Financial Statements T
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Accounting Policies The financial s
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Depreciation / Amortisation The car
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Short-term investments In accordanc
Page 61 and 62:
Short-term Operating Liabilities Sh
Page 63 and 64:
Expenses Expenses are recognised if
Page 65 and 66:
Valutation Method Applied to the St
Page 67 and 68:
Short-term Investments in other Ent
Page 69 and 70:
Long-term Operating Liabilities Ari
Page 71 and 72: Financial Statements of DARS d.d. T
Page 73 and 74: in EUR 31 Dec 2007 31 Dec 2006 (wit
Page 75 and 76: Consolidated cash flow statement fo
Page 77 and 78: Statement of changes in equity in t
Page 79 and 80: Notes to the Financial Statemants N
Page 81 and 82: Intangible assets Intangible assets
Page 83 and 84: Pursuant to the Concession Agreemen
Page 85 and 86: Short-term operating receivables in
Page 87 and 88: Equity The movement in equity is sh
Page 89 and 90: Short-term operating liabilities in
Page 91 and 92: Notes to the balance sheet of state
Page 93 and 94: Property, plant and equipment and i
Page 95 and 96: Off balance sheet items Off balance
Page 97 and 98: a) Borrowings from the Consortium o
Page 99 and 100: h) Borrowings from Kreditanstalt f
Page 101 and 102: Long-term liabilities from motorway
Page 103 and 104: Short-term trade liabilities in EUR
Page 105 and 106: Additional disclosures in the incom
Page 107 and 108: Costs of materials and services in
Page 109 and 110: The remunerations of members of the
Page 111 and 112: Income tax Income tax is levied und
Page 113 and 114: Events after the Balance Sheet Date
Page 115 and 116: 115 ANNUAL REPORT DARS d.d. 2007 FI
Page 117 and 118: 117 ANNUAL REPORT DARS d.d. 2007 AU
Page 119 and 120: 119 LETNO PORO»ILO DARS d.d. 2007
Page 121: 121 ANNUAL REPORT DARS d.d. 2007 AU
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