FY 2012 - Investor Relations - NIS

cesses were described by the relevant documents, KPIs(key performance indicators) have been defined and theyare regularly measured and monitored, analysed andused are as a basis for defining the programs and measuresfor process improvement. Business processes aredocumented by process map, a classifier, of businessprocesses and the processes card. Internal audit of establishedmanagement systems are carried out by businessprocesses, in accordance with the internal auditprogramme. Internal audits are systematically plannedand conducted once a year for each business process,while extraordinary internal audits are performed ifproblems or conflict are detected in the process.Risk management function is performed by managementof business processes while internal audit coordinatesthis process. Measures of risk managementare integrated into the business plans of the Companyand the risk management process is regulated by a separateinternal act of the Company. The key risks are associatedwith the Company's objectives, and identificationis performed by management and approved by theBoard of Directors by approval of business plans whichare an integral part of the assessment of key risks, managementstrategy, planned measures to manage riskand resources required for the implementation of theplanned measures. The Company established risk registerwhich is defined at corporate level once per year.The Company established an integrated risk managementsystem (IRMS) as a systematic, structured, unified,continuous and on-going process of identification, evaluation,development and monitoring of the implementationof risk management measures.The company, established control over the complianceof its operations by internal audit, integrated riskmanagement systems and the Committee on complianceassessment. Information on the adopted laws andregulations are distributed to the Company's organizationaldivisions, and the owners of business processesare required to analyse the impact of changes in lawsand regulations and to make the appropriate adjustmentby changing the documents that describe the businessprocess. An analysis of compliance with laws and regulationsis performed in Blocks of the Company at leastonce a year, while analysis of compliance with the technicalregulations is conducted within the Committee oncompliance assessment. The task of the Committee is tomonitor the technical regulations defining the technicalrequirements for products, to analyse the way in whichthese technical regulations will be implemented withinthe Company and to establish the necessary instrumentof compliance relating to the specific product and whichbodies are appointed for compliance assessment.Transparency and Publicity of Corporate OperationsAs the biggest company listed in Belgrade StockExchange based on market capital, NIS is aware of itsresponsibility in terms of example it sets in relationshipswith investors and shareholders. Therefore wehave been applying the highest standards in terms ofinforming shareholders and investors while ensuringan equal access to all relevant information, in view ofbuilding people’s trust in our Company. The process ofmandatory reporting has been regulated under specialcorporate deeds governing the method and procedurefor publishing information and the submission thereof tocompetent institutions.During 2012, a new Internet page was launched anddedicated to investors and shareholders in view of providingreliable, timely and accessible information relatedto Corporate Governance, general deeds and corporatebodies. Also, in view of providing comprehensive informationto shareholders, a new Internet page includesanswers to most frequently asked questions and inquiriesmade during the previous period by shareholders, aswell as the information on shares and dividends.Shareholders and the public are informed on the financialresults of the Company and all relevant eventsrelated to the Company by public media and NIS Internetpage, Belgrade stock Exchange Internet page and SecurityCommittee Internet page on a timely basis.NIS has made continuous efforts to improve communicationand the quality of relations in particular withits minority shareholders and potential investors.SummaryDuring 2012, the greatest challenge in the area ofCorporate Governance included significant amendmentsto general deeds and corporate bodies’ structure resultingfrom requirements of harmonization with the newCompany Law.In 2013 we expect to adoption of new Corporate GovernanceCode in compliance with new Law and CCS andcontinuous work on activities for improving the CorporateGovernance system and increasing the level of corporateculture.Corporate BodiesIn accordance with the provisions of the CompanyLaw, a new Statute of NIS j.s.c. was adopted at the 4thRegular Session of the Shareholders’ Assembly held on25 June 2012, in order to ensure the compliance withstatutory requirements. In accordance with the newStatute, NIS j.s.c Novi Sad has been organized as onetierManagement Company with:• The Shareholders’ Assembly• Board of Directors and• Chief Executive OfficerIn accordance with NIS j.s.c. Statute, the Companyalso has:• The Shareholders' Assembly Board for MonitoringBusiness Operations and Reporting to CompanyShareholders (Shareholders’ Assembly Board)and• The CEO Advisory BoardShareholders’ AssemblyThe Shareholders’ Assembly is the body exercisingthe highest competence in NIS j.s.c. Novi Sad, throughwhich shareholders adopt and approve basic corporatedecisions.In 2012, a regular session of the Shareholders’Assembly was held in Belgrade and there were no extraordinarysessions. In accordance with the law, theinvitation and materials for the 4th Regular Sessionof the Shareholders’ Assembly were published on 25May and the session was held on 25 June 2012. TheShareholders’ Assembly adopted the financial andconsolidated financial reports for 2011 with the auditreport and appointed the auditor for 2012. The Shareholders’Assembly adopted also the Annual Report for2011, Report on the analysis of operation of the Boardof Directors and its committees and the Report on operationof the Supervisory Board, Board of Directorsmembers Reimbursement Policy, the Rulebook onthe program of long-term incentives to non-executivefunction heads. Besides this Shareholders Assemblyadopted Dividend Policy governing the basic principlesin future decision-making regarding profit distributionand Decision on profit allocation and cover ofaccumulated losses from previous years which nowunder the exclusive competence of the Shareholders’AssemblyIn view of ensuring compliance of the Company andits bodies with the new Company Law, the Shareholders’Assembly adopted new general deeds – Memorandumof Association (which should not be subject to furtheramendments under the law), a new Statute and appointedthe members of the Board of Directors and themembers of the Shareholders' Assembly Board. A newcorporate Statute defines a new corporate structure ofNIS j.s.c. bodies and their competence.Board of DirectorsIn accordance with the Company Law new Board ofDirectors was formed on June 25th 2012 and all membersof previous Board of Directors are appointed to bemembers of Board of Directors in order to ensure thecompliance with the statutory requirements.At the 4th Regular Session of the Shareholders’Assembly held on 25 June 2012, the NIS Board of Directorsmembers to have performed their functions todate were appointed members of the Board. The Boardof Directors members are as follows:• Vadim Vladisavovich Yakovlev (Chairman)• Kirill Albertovich Kravchenko (member)• Alexandar Vladimirovich Krilov (member)• Vladislav Valerievich Barisnjikov (member)• Cherner Anatoly Moyseyevich (member)• Igor Konstatinovich Antonov (member)• Slobodan Milosavljević (member)• Nikola Martinović (member)• Danica Drašković (independent member)• Stanislav Vladimirovich Seksnya (independentmember)• Wolfgang Ruttenstorfer (independent member).36 • Corporate Bodies Annual report 2012Annual report 2012Corporate Bodies • 37