Annual report 2005 - Sava dd

| statement on conformity with the corporate governance code for slovenia |
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Statement on conformity with
the Corporate Governance
Code for Slovenia
Sava d.d. has developed a system of corporate
governance that ensures transparency in managing
companies and the Sava Group, achieves and exceeds
the expectations of shareholders and other stakeholder
groups and protects their interests. The final goal of
Sava d.d. and each of its each of its subsidiaries is the
growth and development on sustainable basis, thus
strengthening long-term economic success.
The Board of Management of Sava d.d. has established
and maintained a strong ethical climate with the aim of
conducting its business in accordance with the highest
standards of personal and corporate behaviour. The
Board of Management of Sava d.d. has likewise
designed an efficient system of internal supervision that
maintains a suitable level of protection both with regard
to honesty and the accuracy of information concerning
its business. By appointing the reporting team, the
Board of Management of Sava d.d. has established an
additional mechanism for introducing best practice and
supervision over reporting to ensure that it is on time,
comprehensive, relevant and accurate while respecting
the principle of equality in informing all shareholders.
Information on the key development achievements of the
past year and the level of conformity with the best practice
in the area of corporate governance are detailed in Chapter
8. Corporate Governance System; the 2005 Annual Report
of the Sava Group and the company Sava d.d.
The policy and practice of corporate governance at Sava
d.d. observes the Corporate Governance Code for
Slovenia (hereinafter referred to as the Code), which as
of the year 2004 has been designed, developed and
established by the Ljubljana Stock Exchange d.d.,
Ljubljana, Association of Supervisory Board Members,
and the Manager’s Association with the aim of
specifying more precisely the standards of corporate
governance for public commercial enterprises in
Slovenia and to contribute to the rise of the corporate
governance culture in Slovenia.
The Board of Management of the joint stock company
Sava issued the former Corporate Governance Code for
Slovenia on 31 March 2005 and published it on 25 April
2005. Hence it follows from the announcement of this
statement, which is available also on the Sava d.d. web
site (www.sava.si) that the company observed the then
valid Code of 18 March 2004 in full with the exception
of some cases. The announced deviations and
explanations have remained to be decisive for 2005 until
the issue of the new code subsidiaries, which became
effective on 14 December 2005.
Herewith the Board of Management and the Supervisory
Board of the joint stock company Sava d.d. declare that
the joint stock company Sava d.d. respects the
provisions of the changed and amended code of 14
December 2005 in full except in cases where it deviates
from it, for which the following explanations are given:
Item 1.1.1.: The basic goals of the joint stock company
which performs lucrative activity is to maximise the
value of the company. This and other goals, which the
company pursues in performance of its activity shall be
written down in the company statute.
In its statute Sava d.d. has not separately laid down the
company goals except those defined by the Law on
Commercial Enterprises. The goal "to maximise the
value of company assets" is a constituent part of the
wording that represents the mission of Sava d.d. and is,
as well as other strategic company goals, contained in
public releases and reports, which are available for all
shareholders and the public.
Item 2.3.2: The method of determining the level of pay,
remuneration and other benefits for members of the
Board of Management must first be prescribed and
respect the criteria as they are presented especially:
• the range of tasks of an individual member of the
Board;
• the performance of an individual member of the
Board;
• the size of the company and its financial position;
• complexity of company management with regard to its
business and organisational structure;