22 Annual report 2023 Report of the Supervisory Board for 2023
inaugural meeting on 23 February 2023, the Supervisory Board decided that the Audit, HR and Business Operations
Committees shall operate within the Supervisory Board.
3.3.1 Audit Committee
In accordance with the Rules of Procedure of the Supervisory Board, the Audit Committee, by carrying out the tasks
of its work programme, enhances the effectiveness of the Supervisory Board and regularly reports to the
Supervisory Board on the supervision of financial reporting, internal controls and risk management, and on its
cooperation with external and internal auditors and Corporate Integrity and Operations Compliance Officer, and
proposes relevant decisions to be adopted. In the corporate governance process, it is the key role of the Audit
Committee to act for the benefit of the Company and protect the interests of its stakeholders.
In 2023, until 6 February 2023, the Audit Committee was composed of Andrej Koprivec, CFA (Chair, level of education
7, BSc in Economics), Božidar Godnjavec (member and deputy chair, level of education 8, MSc in Economics),
Nevenka Črešnar Pergar, MBA (member, level of education 7, LLB), Rok Parovel (level of education 6, Graduate in
Economics), and Simon Kolenc, CFA (external member, level of education 7, BSc in Economics). The committee
met in two sessions. It discussed the proposal for the Supervisory Board regarding the appointment of an external
auditor of the financial statements of the company Luka Koper, d. d., and the Luka Koper Group for the period 2023-
2025, and proposed to the Supervisory Board to propose BDO Revizija, d. o. o., to the General Meeting of the
Company for appointment. It considered the proposal for new criteria, which it submitted to the Supervisory Board
for approval, and took note of the reports on the internal audit engagements carried out, verified the declaration of
independence of the internal audit function and assessed its performance.
With the appointment of new members of the Supervisory Board and the constitution of the Audit Committee at the
1st inaugural meeting of the Supervisory Board, the Committee was, as of 23 February 2023, composed of Barbara
Nose (Chair, level of education 7, BSc in Economics, audit specialist), Boštjan Rader, MBA (member, level of
education 7, BSc in Economics, MBA), Rok Parovel (member, level of education 6, Graduate in Economics, MBA),
and external member Mateja Treven, CFA (level of education 8, MSc in Economics).
The Audit Committee met at seven regular and two meetings by correspondence. Within the scope of its
competences and mandates, the Committee monitored the financial reporting process, discussed various materials
and reports of the Management Board, and reported regularly to the Supervisory Board on its conclusions, findings
and proposals. In accordance with the guidelines for ensuring the independence of the external auditor, the Audit
Committee supervised the contracts concluded with audit firms as well as the nature and extent of their services.
The Committee discussed the audited annual report of the Luka Koper Group and Company for 2023, with particular
emphasis on the presentation of revenue, formation of provisions for potential legal actions, liabilities from the
concession contract, non-financial reporting, and corporate sustainability. It communicated actively with the
auditor both regarding the areas and course of the audit as well as the related findings, and at the same time
monitored their independence and the quality of the work performed. It discussed the report for the Audit
Committee and the auditor's letter to management, as well as the management's response.
Following the appointment of the auditor at the 37th Annual General Meeting, the Audit Committee carefully
examined the audit plan for 2023 and considered the Contract for the audit of the financial statements of Luka
Koper, d. d., for the financial years 2023, 2024 and 2025 and proposed to the Supervisory Board to approve it. In
2023, the Audit Committee also closely monitored the risk management system with special emphasis on
cybersecurity risks and real rights relations with the Republic of Slovenia under the concession agreement. It
discussed the Corruption Prevention Policy, which it proposed to the Supervisory Board for approval, monitored
the operations of the internal audit and internal control department, compliance of operations, corporate integrity
and conflict of interests, and made recommendations for strengthening and upgrading of systems. It considered
reports on customers and suppliers, making recommendations on due diligence and compliance in dealing with
them, pending legal proceedings, the operation of IT systems and other management reports, which it scrutinised
and monitored for integrity.
The Committee also proposed amendments as well as immediate and appropriate measures for areas where
potential gaps were detected. It followed the idea of a transparent, ethical and socially responsible model of the
Company's operations and management of potential conflicts of interest and a clear regulation of the Company's
cooperation with all stakeholders. Prior to submitting the proposal for the remuneration of the head of internal
audit to the Supervisory Board for discussion, the Audit Committee examined thoroughly her remuneration and
work, and was extremely vigilant as to the respect for the autonomy and personal integrity.