Annual Report 2011 - T-Hrvatski Telekom

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implementation of such decisions in relation to the
controlling, reporting and audit activities within the
Company. Revisions to the Audit Committee’s term of
reference were adopted in November 2006, amended
in 2008 and adjusted in accordance with the
Sarbanes Oxley Act and the Croatian Audit Act. The
Audit Committee oversees the audit activities of the
Company (internal and external), discusses specific
issues brought to the attention of the Audit Committee
by the auditors or the management team and makes
recommendations to the Supervisory Board. The
Audit Committee is responsible for ensuring the
objectivity and credibility of the information and
reports submitted to the Supervisory Board.
In executing its activities, the Audit Committee is
authorized to:
• equest the necessary information and supporting
documentation from the management and senior
employees of the Company and from external
workers,
• participate at meetings held within the Company
on issues that fall under the scope of activities and
responsibilities of the Audit Committee,
• appoint advisors to the Audit Committee on a
permanent basis or case by case if needed,
• obtain, at the Company’s expense, external legal
or other independent professional advice on
any matter within its terms of reference provided
that such advice is needed for the fulfillment
of the Committee’s scope of activities and
responsibilities.
The Corporate Internal Audit of the Company performs
an independent audit and control function on behalf
of the Management Board and informs managers with
comprehensive audit reports (findings and proposed
improvements). Implementation of the annual Audit
Program contributes to the minimization of risks and
the improvement of operational efficiency. Audit
Manual of the Corporate Internal Audit of the Company
latest updated in December 2009.
The Financial Reporting Audit ensures the reliability
of the Company’s financial reporting by:
• Identifying risks and fields of improvement,
• Performing audits of areas of risk,
• Monitoring implementation of the audit measures
and, if necessary, escalation of problems,
• Providing support in TOP projects in a way that
would not conflict with the principles of objectivity
and independence,
• Conducting ad hoc audits upon management
request.
Significant Company Shareholders
On 31 December 2011, according to the list of the top
ten shareholders of the Company published by the
Central Depository & Clearing Company, significant
Company shareholders are as follows. The majority
owner of the Company is Deutsche Telekom AG, with
51 per cent of total outstanding shares. The Croatian
War Veterans’ Fund owns 7.0 per cent of shares,
the Raiffeisen Mandatory Pension Fund holds 5.3
percent of shares and the Pensioner’s Fund 3.5 per
cent of shares. Remaining 33.2 per cent of shares are
owned by Croatian citizens and by other domestic
and foreign institutional investors. An up to date list
of the top ten shareholders of the Company may be
found on the Central Depository & Clearing Company
web site.
The President of the Management Board of Hrvatski
Telekom d.d., Mr. Ivica Mudrinić, owns 4,569 shares
in total; Mr. Jürgen P. Czapran, MB Member until 31
March 2011, owns 185 shares in total; Mrs. Branka
Skaramuča, MB Member, owns 200 shares in total;
Mrs. Irena Jolić Šimović, MB Member, owns 45 shares
in total; Mr. Ivica Mišetić, Ph.D., deputy Chairman
of the Supervisory Board, owns 63 shares in total
and Mr. Juko Cikojević, Supervisory Board Member
(workers’ representative, as of 1 January 2011), owns
263 shares in total.
Appointment of the Management Board,
its Functions and the Amendments to the
Articles of Association
The Members and President of the Management
Board are appointed and removed by the Supervisory
Board. Their term of office is up to five years, with
the possibility of re-appointment. Pursuant to the
Company’s Articles of Association, the Management
Board consists of between five and seven members.
Introduction