FY 2012 - Investor Relations - NIS

Corporate GovernanceEfficient, responsible and transparent CorporateGovernance is one of key factors contributing to thesuccessful corporate operations. It is a prerequisite fora stable and long-term growth, corporate developmentand further increase of competitiveness.Guided by these principles, NIS has been devoted tothe application of the high Corporate Governance standardsbased on internationally accepted principles andworld best practice. Such approach to Corporate Governanceincludes constant review and further developmentof current structure and processes. In this way, NIStries to ensure that the Company is managed responsiblywhich leads to creation of values for its shareholdersand trust of local and foreign investors, business partners,employees and the public in the Company and itsmanagement.Corporate Governance should ensure:• Efficient exercise and protection of shareholders’rights and Company interests• Fair and equal treatment of shareholders• Responsibility of Company bodies towardsshareholdersBoard of Shareholders Assemblyfor supervision over business activities andprocedures of reporting to shareholdersInvestmentComiteeAdvisory Board ofGeneral ManagerFinancial EconomicComiteeShareholdersAssemblyBoard ofDirectorsGeneralManagerSponzorship andDonation Comitee• Transparency in operation and decision-makingprocess of the Company management• Professionalism and ethics of the corporatebodies• Timely, complete and accurate reporting andpublishing of all significant information• Efficient control of financial and business activitiesof the Company to ensure protection of rights andstatutory interests of shareholders;• Development of business ethics and sociallyresponsible businessNIS strategic corporate goals should ensure:• Professional and responsible management• Efficiency of corporate bodies operating to the bestinterests of the Company and its shareholders, inview of increasing Company assets and valuesand• A high level of transparency and publicity ofcorporate operationsVoting CommitteeExternal AuditorAudit CommitteeNomination CommitteeRemuneration CommitteeCompany’s SecretaryCreditCommitteePlanningCommitteeStatement on Application ofCorporate Governance CodeCommitment to corporate governance principles andNIS’ Code of corporate governanceFundamentals of corporate governance are therules of law. However, for us corporate governance ismuch more than simply fulfilling legal obligations andimplies aspiration for applying the highest standards inthis area. For this reason, based on ОЕCD (Organizationfor Economic Cooperation and Development) principlesof Corporate Governance, as well as based on best practicesin this area, NIS has defined its own principles ofCorporate Governance which have been incorporated inNIS Corporate Governance Code as of 10 June 2010, aswell as in the Company internal deeds, available at thecorporate Internet page: www.nis.eu.In September 2012, the Serbian Chamber of Commerceadopted a new Corporate Governance Code aimedat making improvements to the Corporate Governancesystems in profit-making companies in the Republic ofSerbia. As a public joint-stock company and a member tothe Serbian Chamber of Commerce, NIS has taken into accountthe recommendations under this Code.After complying with the new Law on Companiesin 2012, NIS has decided to implement the values andprinciples of corporate governance as a part of the newCode of Corporate Governance which is expected to beadopted in the first half of the 2013. The new Code willin detail elaborate principles and recommendations forfurther improvement of the corporate governance practicesof the Company, whilst taking into account the recommendationsof the Serbian Chamber of Commerce’sCode of Corporate Governance (SCC Code).The tasks related to Corporate Governance were performedby the Management Board by 25 June 2012, and/or by the Board of Directors as of 25 June 2012, acting inaccordance with the set principles of Corporate Governanceto ensure the protection of interests of its shareholders.This management body takes care of the applicationof principles defined under the Code and monitors its applicationand compliance of the organization and corporateoperations with the Code and the Law.The application of the principle of balanced recognitionof interests of all stakeholders (existing and potentialshareholders, creditors, consumers, employees,corporate bodies, government, etc.) is ensured throughprescribed decision-making procedures of corporatebodies, as well as by transparent relations and communicationbetween corporate bodies, management, employees,shareholders and the public.Shareholders and the Shareholders’ AssemblyAll NIS shares are ordinary shares, i.e. one voteshares in the Shareholders’ Assembly.The status and rights of shareholders are governedby statute, which clearly defines the responsibilities ofthe Shareholders’ Assembly, as well as the relations betweenthe Assembly and other management bodies ofthe Company. The Shareholders’ Assembly of NIS j.s.c.Novi Sad adopted the Rules of Procedure which governsthe Issues related to convening and holding meetingsand the method of operation and decision-making of theShareholders’ Assembly of NIS j.s.c. Novi Sad.All the shareholders of the Company listed as theCompany shareholders in accordance with Article 8.2 ofthe Statute are entitled to take part in the activities ofthe Shareholders’ Assembly, which includes their rightto vote, the right to participate in discussions addressingagenda items, including the right to put forwardproposals, ask questions related to the Shareholders'Assembly agenda items and receive answers thereto, inaccordance with the law, Stature and the Rules of Procedureof the Shareholders’ Assembly. By taking partin Shareholders’ Assembly, shareholders participate inreaching the most important decisions, collection of informationon activities of the Company, control of activitiesand results in former year and creating the structureof other bodies performing functions of management,supervision and conducting business of the Company.With respect to personal participation of a shareholderin the activities of the Shareholders’ Assembly, thecensus of 0.1% has been prescribed for the Companyshareholders and their authorized representatives sincethe Company has a big number of shareholders (around2.45 million) and the census in such circumstances is requiredin order to ensure efficiency and rationality withrespect to scheduling and holding the sessions of theShareholders’ Assembly.In accordance with the Law, interim regulations ofthe company accurately regulate the right of all shareholdersto vote in absence (voting in writing without beingpresent at the session) regardless of the number ofshares held, as well as the possibility of voting by proxy.All the above forms of voting have the same effect.All relevant information and explanations relatedto Shareholders Assembly sessions, agenda, exerciseof voting rights and other shareholders’ rights, draftdecisions and materials for the Shareholders’ Assem-30 • Corporate Bodies Annual report 2012Annual report 2012Corporate Bodies • 31