Letno poročilo 2007 - UniCredit Banka Slovenija dd

Report from the Supervisory BoardReport from the Supervisory Board2007 was a year of changes for the Bank. The most significantof these changes was reflected in the name change andthe adjustment and integration from the old to new Bank’sregulations, which meant vigorous integration with theapplicable legislation and management scheme of UniCreditGroup. The Bank changed its name from Bank AustriaCreditanstalt d.d. Ljubljana to UniCredit Banka Slovenija d.d.and other activities related to the Bank’s operating business;the economic and political environment; important changesof legislation that affected the Bank’s operating business; andachieved financial results as compared to the adopted financialplan of operations. The Management Board also regularlyinformed the Supervisory Board about the expected financialresults through the end of the fiscal year and about end results.Furthermore, the Bank’s Supervisory Board also experiencedchanges last year. At the General Meeting of Shareholders, on24 April 2007, the former Supervisory Board was relieved ofduty; members of that Supervisory Board were Mag. HelmutBernkopf (Chairman), Dr. Erhard Gehberger, Herbert Hangel(Deputy Chairman), Mag. Martin Klauzer and Mag. FriedrichRacher. New Supervisory Board members were appointed totake their place: Federico Ghizzoni, Mag. Wolfgang Edelmüller,Mag. Helmut Haller, Herbert Hangel and Mag. Martin Klauzer.The new Supervisory Board appointed Federico Ghizzoni asChairman and Herbert Hangel as Deputy Chairman on 25 April2007. The specific ownership structure, whereby Bank AustriaCreditanstalt AG Vienna is almost a 100 % owner of the Bankand its majority owner is UniCredit S.p.A., is also reflected inthe composition of the Supervisory Board as all of its membersalso are employees of these two companies. Moreover, themembers are not personally, directly or indirectly, involvedin the ownership structure nor are they in any businessrelationship with the Bank, thus avoiding any potential conflictsof interests. Regardless, the financial group UniCredit Grouphas all the eligible mechanisms to control and solve potentialconflicts of interests, should they occur.In 2007, the Supervisory Board regularly monitored andoversaw current business operations of the Bank, financialresults attained and work of the Management Board, inaccordance with its powers, authorizations and duties as setout in the Articles of Association of the Bank, the CompaniesAct and the Banking Act. The Bank’s Management Boardkept members of the Supervisory Board informed of thefollowing issues: all important business events in the BankThe Supervisory Board met and adopted resolutions at tworegular meetings as well as at correspondence sessions. Atthe first regular meting, which took place on 7 May 2007 allmembers of the Board were present: Federico Ghizzoni (viavideoconference), Mag. Wolfgang Edelmüller, Mag. HelmutHaller, Herbert Hangel and Mag. Martin Klauzer. All Boardmembers were also present at the second regular meeting,taking place on 12 November 2007 (Federico Ghizzoni,Mag. Wolfgang Edelmüller, Mag. Helmut Haller, HerbertHangel and Mag. Martin Klauzer). In line with legislationprovisions, its powers as set out in the Articles of Associationand in accordance with the Bank’s need for efficient work,individual resolutions were also adopted at Supervisory Boardcorrespondence sessions and subsequently presented andvalidated during the next regular meeting of the SupervisoryBoard. The Supervisory Board participated in the approval ofall measures and activities required to implement the overallbusiness policy of the parent banking groups. It also approvedthe development plan and the Bank’s basic business policiesfor 2007. Moreover, the Supervisory Board was regularlyinformed about the implementation of the plan of work ofInternal Audit and its findings, as well as the inspectionsconducted by external institutions. The Supervisory Board alsoapproved the Internal Audit Plan for 2007.The Bank’s Management Board presented for discussion tothe Supervisory Board a resolution on use of the net profit forfiscal year 2007 in the amount of 15,181,297.60 euros anda draft resolution on use of accumulated profit for fiscal year2007 in the amount of 7,590,648.80 euros. Given the plannedexpansion of operations in 2008, and in subsequent years, theUniCredit Bank · 2007 Annual Report 143