Annual Report: - Gorenjska banka

Bank rules on the appointment and replacement of members
of management and supervisory bodies and on amendments
to the articles of association
The Bank’s rules on the appointment and replacement of members of management and supervisory
bodies and on amendments to the articles of association are defined in the articles of association of
Gorenjska banka, d. d., Kranj.
The supervisory board appoints and recalls members of the Bank’s general meeting of shareholders.
Persons who do not fulfil the conditions for membership of the Bank’s supervisory board pursuant
to the Companies Act or the Banking Act may not be appointed to the supervisory board. Members
of the supervisory board are appointed for a four year term and may be reappointed. The term of
supervisory board members expires on the day that the general meeting of shareholders is convened
in the fourth year after their election. Members of the supervisory board may terminate their terms
early through recall or on the basis of a written resignation from the member.
The president and members of the Bank’s management board appoint and discharge or recall the
supervisory board. Only persons who fulfil the conditions for appointment pursuant to the Companies
Act or the Banking Act may be appointed president of the Bank’s management board. The president
of the management board and the members of the management board are appointed for a five
year term and may be reappointed. The term of management board members lasts as long as the
term of the president of the management board. In the case of early termination of the term of the
president of the management board, the terms of the members of the management board are
terminated concurrently.
The articles of association may be amended through a resolution of the Bank’s general meeting of
shareholders. The Bank’s general meeting of shareholders may authorise the supervisory board to
make amendments to the articles of association, which comprise the harmonisation of the wording
with currently adopted resolutions.
Management authorisations
The Companies Act prescribes the limitation of authorisations of the management board by the
general meeting of shareholders for the acquisition of treasury shares such that the general
meeting of shareholders defines the duration of validity of the authorisation, price limitations and the
proportion of shares that can be purchased on the basis of the authorisation. The last authorisation of
the management board for the acquisition of treasury shares was conferred at the general meeting
of shareholders of Gorenjska banka, d. d., Kranj on 14 May 2009 (valid until 14 May 2012).
The Bank may acquire and dispose of treasury shares pursuant to the Companies Act. The Bank’s
management board decides on the conditions for acquisition and disposal of treasury shares, and
must notify the Bank’s general meeting of shareholders about transactions involving treasury shares.
The Bank’s management board may increase the Bank’s share capital up to a total amount of EUR
6,914,872.50 (up to 50% of the value of the Bank’s share capital) within five years from the day of
entry of eleven amendments to the articles of association of Gorenjska banka, d. d., Kranj in the
court register. Preference shares without voting rights may also be issued within the scope of this
capital increase, and the management board may, with the consent of the supervisory board, fully
or partially exclude the shareholders’ pre-emptive right to new shares. Twelve amendments to the
articles of association were entered in the court register on 17 May 2010.
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Gorenjska banka, d. d., Kranj
Annual Report 2011
Management Report