DARS_porocilo 2007 ANG.indd

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