At Poslovni sistem Mercator, d.d., we are aware of the importance of an effective system of directing and managing the company, which contributes to more effective communication with our shareholders, as well as to greater confidence. The management of the company is based on legal provisions, the provisions of the Corporate Governance Code, internal acts and regulations prepared in compliance with ISO standards, and established sound business practice. At Poslovni sistem Mercator, d.d., we have established a so-called dual, or two tier system of corporate governance, which includes a Management Board in charge of company operations, and a Supervisory Board that supervises the actions and performance of the Management Board.
Shareholders' Assembly
In accordance with the Companies Act, the Shareholders' Assembly is a body of the company, at which shareholders exercise their rights in company matters. Convening the Assembly and other matters necessary for its execution are arranged by the company Articles of Association and Bylaws, in accordance with the relevant legislation.
The Shareholders' Assembly is, as a rule, convened by the Management Board of the company once per year, and may be attended by all those shareholders who confirm their participation in writing at least 3 days before the convening of the Assembly, and by authorized representatives of the shareholders, who exercise the voting right for shareholders. The convening of the Assembly is announced at least 30 days in advance, in the DELO newspaper and in the Ljubljana Stock Exchange electronic information dissemination system, SEOnet.
Since 1997, the company has actively encouraged shareholders to exercise their rights, with the organized collection of authorizations on the basis of which shareholders may exercise their right to vote without having to be present at the Assembly, thereby also directly influencing the management of the company.
The most important matters, decided on by shareholders at the regular annual Assembly, are the use of the balance sheet volume, the releasing of the Management and Supervisory Boards of liability, a bonus for the Supervisory Board and the appointment of an auditor.
Supervisory Board
The manner of operation, convening the meetings and other matters related to the operation of the Supervisory Board of Poslovni sistem Mercator, d.d., are defined in the Rules of Procedure for the Supervisory Board of Poslovni sistem Mercator, d.d. The primary function of the Supervisory Board is supervising the management of company operations. Half of the members, who represent the shareholders' interests, are elected by the Assembly, while the members who represent the interests of the workers are, in accordance with the Worker Participation in Management Act, elected by the Group Workers' Council.
Members of the Supervisory Board are elected for four years and may be reelected after the end of their term.
In accordance with the relevant legislation and the Rules of Procedure, the Supervisory Board has to convene at least once in a quarter-year, and must convene once semiannually. At Poslovni sistem Mercator, d.d., the Supervisory Board convenes at least five times per year at regular meetings.
Supervisory Board appoints the Audit Committee, which operates in accordance with the relevant legislation and the Rules of Procedure for the Audit Committee.
In accordance with the Companies Act, the Chairman of the Supervisory Board also signs the report of the Supervisory Board, in which the main activities and operation of the Supervisory Board in the previous business year are described in more detail.
Management Board
The company is directed by the Management Board, which consists of a President and five Members. The President proposes the nomination of the other members of the Management Board to the Supervisory Board, while the entire Management Board is approved and appointed by the Supervisory Board. The Management Board is appointed for five years, with the possibility of unlimited re-appointment. The number of the members of the Management Board and their respective areas of operation and authorizations are determined by the Supervisory Board of the company with the Management Board Act, upon the proposal of the Management Board President. The Management Board manages company operations independently and at its own responsibility, to the benefit of the company.
The members of the Management Board of Poslovni sistem Mercator, d.d., were awarded a five-year term, beginning on January 1st, 2011, with the resolution of the Supervisory Board adopted at the company Supervisory Board meeting on March 30th, 2010. All members of the Management Board of the Poslovni sistem Mercator, d.d., company have an employment relationship with the company for a fixed period of time, that is, for five years, which is consistent with the duration of the mandate.
The Corporate Governance is conducted in accordance with the adopted Mercator Group Corporate Governance Policy.