Annual Report 2011 - T-Hrvatski Telekom

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Introduction
Currently the Management Board has six members:
the President of the Management Board (CEO);
MB Member and Chief Financial Officer (CFO); MB
Member and Chief Operating Officer Residential
(COO Residential); MB Member and Chief Operating
Officer Business (COO Business); MB Member and
Chief Technical and Chief Information Officer (CTO/
CIO) and MB Member and Chief Human Resources
Officer (CHRO).
The Company is offering fixed and mobile telephony
services as well as wholesale, Internet, data and ICT
services, organized into two business units, Business
and Residential.
The Management Board needs prior approval
from the Supervisory Board for the proposal of any
amendments to the Articles of Association at the
General Assembly.
The Composition and Functions of the
Supervisory Board
Pursuant to the Company’s Articles of Association,
the Supervisory Board consists of nine members.
Eight members are elected by the General Assembly
and one is appointed by the Company’s employees.
The Supervisory Board is responsible for the
appointment and removal of Management Board
members as well as for supervising the management
of the Company’s business affairs. Certain major
or uncommon transactions such as large capital
expenditure items, the assumption of long-term
indebtedness or significant appointments require the
approval of the Supervisory Board. The Supervisory
Board established the Compensation and Nomination
Committee and the Audit Committee.
Authorities of the Management Board
Members
Pursuant to the Companies Act and the Company’s
Articles of Association, the Management Board has
responsibility for managing the business affairs of the
Company. It is obligated and authorized to perform
all the activities and to pass all the resolutions that
it considers necessary to successfully manage the
business affairs of the Company, subject to such
approvals as may be required from the Supervisory
Board for certain matters and decisions.
Under the Articles of Association, the Company
may be represented by any two members of the
Management Board.
The Management Board was authorized by respective
General Assembly decisions from 2009, 2010 and
2011 to acquire Company shares, with associated
prior approval of the Supervisory Board to start the
process of acquiring and managing of Company
shares as in accordance with the authority given by
the above mentioned General Assembly decisions.
No Company shares were acquired during 2009,
2010 and 2011.