Annual report 2005 - Sava dd

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least once per quarter, or obligatorily once per half year.
At Sava d.d. the Supervisory Board meets at least in five
regular meetings annually.
It is common practice that the Supervisory Board appoints
a commission for the preparation of a Supervisory Board
report on the annual report and a proposal about profit
appropriation as well as its own audit commission. The
scope of business of this commission corresponds to the
code recommendation, namely, for the Supervisory Board
to form an audit commission. The audit commission team
that is composed of the commission chairman Janko
Kastelic and members Stanislav Valant, M.A., and Miha
Resman, reviewed the annual report, discussed the matter
with the auditor and prepared a proposal for the
Supervisory Board report.
At its last meeting in 2005 the Supervisory Board
appointed a personnel commission, which by the first
meeting in 2006 drafted a proposal to appoint a new
Board of Management. The personnel commission
members, Miran Kalåiå, Stanislav Valant, M.A., and
Joœef Copek, extended the mandate of the present Board
of Management by a new mandate period.
The method of working, convocation of meetings and
other matters of importance for the work of the
Supervisory Board of the company Sava d.d. are set out
in the statute of the company and the regulations
governing its work.
Board of Management
of Sava d.d.
The company Sava d.d. is led by a three-member Board
of Management who is appointed by the Supervisory
Board and whose mandate is five years with an
unlimited possibility for repeated appointment. The
present Board of Management begins its new mandate
on 17 July 2006 and ends it on 16 July 2011.
The Board of Management runs Sava d.d. by conducting
business for the benefit of the company in a self-
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dependent manner and on their own responsibility. The
number of Board of Management members and their
scope of business and authority are determined by a
Supervisory Board resolution and form a constituent
part of the Board of Management regulations.
The Board of Management reports to the Supervisory
Board on a regular basis, in an understandable manner
and on time on all significant questions in relation to the
operations of the company and the Sava Group. The
Board of Management and Supervisory Board reconcile
their opinions as regards designing and implementing
the corporate strategy. For certain decisions and
transactions, respectively, the Board of Management has
to acquire approval from the Supervisory Board; such
transactions are purchase of ownership stakes that
exceed 20 per cent of Sava d.d.’s share capital, and an
increase in the share capital from approved capital.
Sava d.d. has two procurators. Their mandate coincides
with the mandate of the current Board of Management.
They represent the company together with one member
of the Board of Management. The procurators have no
limitations other than legal limitations in representing
the company in real estate business and the provision of
joint representation.
Governing and managing the
subsidiaries of the Sava Group
The Sava Group is composed of the controlling
company Sava d.d., its subsidiaries, in which the
controlling company holds, directly and indirectly, a
majority stake, and joint ventures, which the parent
company manages together with other joint owners.
The key task of the Sava d.d. management is to assure
efficient company management and governing of the
entire group. Acting on the part of all employees in the
Sava Group is connected to and directed by the common
values and business principles that form the basis for