Annual report 2012

General Meeting

Work of the General Meeting 

The shareholders of Telekom Slovenije met at two General Meetings in 2012: 

  1. Up to and including item 2 of the agenda of the 21st General Meeting of 7 March 2012, 5,136,003 shares or 78.95 % of shares with voting rights were represented, after which time 5,135,871 shares or 78.95 % of shares with voting rights were represented.

    Shareholders were briefed on the report from the special audit at Telekom Slovenije, initiated on the basis of the General Meeting resolution of 24 March 2011. A resolution on amendments to the Company’s Articles of Association was also adopted. No challenges were announced.
     
  2. Up to and including item 6 of the agenda of the 22nd General Meeting of 21 June 2012, 5,213,013 shares or 80.13 % of shares with voting rights were represented, after which time 5,288,306 shares or 81.29 % of shares with voting rights were represented. 

Shareholders adopted the following resolutions:

  • the proposed use of distributable profit for the 2011 financial year was approved, and official approval conferred on the Management Board and Supervisory Board for 2011;
  • the audit firm KPMG Slovenija, podjetje za revidiranje, d. o. o., Ljubljana was appointed to audit the financial statements of Telekom Slovenije for the 2012 financial year;
  • the resolution under point 7.7 adopted at the 20th General Meeting of 31 August 2011 regarding the remuneration of members of Telekom Slovenije, d. d.’s Supervisory Board, as it relates to the reimbursement of the education and training costs of members of the Supervisory Board was reversed;
  • shareholders were briefed on the report of the Management Board and the special representative of the Ilić Law Firm from Ljubljana regarding the implementation of the General Meeting resolution of 7 March 2012 relating to the special audit report; and
  • shareholders were also briefed on the Supervisory Board's report confirming the annual report for 2011. No challenges were announced.


Exercise of shareholders’ rights

Shareholders exercise their rights at the General Meeting in the manner set out in the Companies Act (ZGD-1) and Telekom Slovenije, d. d.’s Articles of Association. The convening of the General Meeting and other important matters related thereto are governed by the Articles of Association.  

The corporate governance system of Telekom Slovenije and its communication strategy for shareholders and the Company’s other stakeholders ensure the equal treatment of shareholders, and facilitate the consistent exercise of their rights. Internal acts define the protection of the confidentiality of trade secrets and inside information, while mechanisms have also been established to prevent the leakage of inside information. The timely publication of materials for the General Meeting and proper procedures for convening both General Meetings enabled shareholders to actively exercise their rights. All materials for each General Meeting were published on the Company's website prior to the General Meeting. General Meeting resolutions and documentation from previous meetings are also published on the website. We also began recording General Meetings in 2012, allowing interested parties to view them live. 

Minority shareholders may address their proposals and suggestions to the Supervisory Board via the Investor relations email at ir@telekom.si. There were no such suggestions received in 2012. Employee representative members of the parent company’s Supervisory Board briefed fellow employees on their work via internal communication channels and at meetings of the Works Council. Employees may address employee representatives with questions and proposals by e-mail, telephone or in person. Employees may address members of the Works Council in the same manner.