Annual report 2012

Statement of compliance with the Corporate Governance Code

The Management Board and the Supervisory Board hereby declare that Telekom Slovenije, d. d., in its work and operations, complies with legal provisions, best business practices and the Corporate Governance Code, which was adopted on 8 December 2009 and entered into force on 1 January 2010 (hereinafter: the Code). The Code is publicly accessible in Slovene and English on the Ljubljana Stock Exchange’s website.

In line with the Recommendation to Corporate Reporting of 22 November 2010, issued by the Ljubljana Stock Exchange, this statement relates to the previous financial year, namely from 1 January 2012 to 31 December 2012.From the end of the accounting period until the publication of the statement, the Company has implemented Recommendation 20 and adopted an umbrella Communications Strategy, although the strategy for communicating with key publics, including existing and potential investors, the media and employees, is also set out in the Company’s other internal acts.

The Management Board and the Supervisory Board also explain below which individual recommendations of the Code the Company did not comply with, together with the associated reasons:

Chapter: Relations with shareholders

  • Recommendation 4.2: The Company has an open and transparent policy of communication and notification. Because the policy of managing investments and associated communications are the right, responsibility and duty of every shareholder, the Company leaves the governance and public communications regarding its intentions with respect to its policy of managing investments in a joint-stock company to the discretion of each shareholder. Major investors include the Republic of Slovenia, and institutional and individual investors.

Chapter: Supervisory Board

  • Recommendation 8.10: The Supervisory Board took into account the Act Governing the Earnings of Management Staff at Companies under the Majority Ownership of the Republic of Slovenia and Self-Governing Local Communities (ZPPOGD) when setting objectives for members of the Management Board and criteria for variable remuneration in 2012.

Chapter: Management Board

  • Recommendation 16: When defining the remuneration system for the Management Board, the Company must adhere to the Act Governing the Earnings of Management Staff at Companies under the Majority Ownership of the Republic of Slovenia and Self-Governing Local Communities (ZPPOGD).

Chapter: Auditing and the internal control system

  • Recommendation 18.3: When selecting an audit firm and with regard to its main audit partner, the Company adheres to the provisions of Article 45 of the Auditing Act.

Chapter: Transparency of operations

  • Recommendation 20.2: The Company adheres fully to communication rules pertaining to public joint-stock companies. For this purpose, the Company has also adopted relevant documents, which all stakeholders have been briefed on.
  • Recommendation 22.7: The Company discloses the gross and net remuneration of each individual member of the Management Board and the Supervisory Board, including a breakdown by type of remuneration, in accordance with the law.

Some recommendations of the Code were of no relevance to the Company in the period under review. The Company therefore did not specifically present them herein. The obligations binding on the Company or its bodies for certain cases will be fulfilled by the Company if and when such cases occur. Any deviations from the given statement of compliance with the Code will be published promptly by the Company.

Telekom Slovenije, d. d. will continue to follow the recommendations of the Code in the future, and will enhance its corporate governance system accordingly.

The content of the statement of compliance with the Corporate Governance Code is also part of the 2012 annual report.

The statement of compliance with the Corporate Governance Code is available on the Company's website.

  rudolf_ skobe.png   berginc3.gif
Rudolf Skobe, MSc
President of the Management Board
Tomaž Berginc, MSc
President of the Supervisory Board