30 | TNG d.d. | ANNUAL COMPANY STATUS REPORT for the year 2021
Pursuant to Article 272p, in conjunction with Article 250a of the Croatian
Companies Act (Official Gazette No. 111/93, 34/99, 121/99, 52/00,
118/03, 107/07, 146/08, 137 / 09, 125/11, 152/11, 111/12, 68/13,
110/15 and 40/19, hereinafter: ZTD) and in accordance with Article 22 of
the Croatian Accounting Act (Official Gazette No. 78/15, 134 / 15, 120/16
and 116/18 hereinafter: ZOR) the Management Board of TANKERSKA
NEXT GENERATION dd, Zadar, Božidara Petranovića 4 (hereinafter: the
Company or TNG), on 28 April 2022, gives the following
Statement on the application of the Code of Corporate Governance
The Company’s shares have been listed on the Official Market of the
Zagreb Stock Exchange since 12 February 2015. From the moment the
shares are listed on the Official Market of the Zagreb Stock Exchange,
the Company applies the Corporate Governance Code, which was jointly
developed by Croatian Financial Services Supervisory Agency (hereinafter:
CFSSA) and the Zagreb Stock Exchange d.d. Zagreb, (hereinafter: ZSE)
adopted by the CFSSA Decision of 26 April 2007, class: 011-02 / 07-04
/ 28, reg. No .: 326-01-07-2 (Official Gazette No. 46/07, hereinafter:
Code), and the integral text of the Code was published on the website
of the Zagreb Stock Exchange. Taking into account the specifics of the
business model TNG Inc. complies with the provisions of the Code as
reported to the public through the annual survey of corporate govern-
ance which is published on the website of the company (www.tng.hr)
and through other regulated channels.
With a goal to reach the high standards of corporate governance the
Company has adopted its own code of corporate governance, and it
has been prepared according to the Code of Zagreb Stock Exchange and
CFSSA. TNG’s code recognizes the accountability of the Supervisory
Board and Management Board and the importance of transparency
to all the Company’s shareholders, including customers, investors and
regulatory authorities.
During 2021, the Company essentially applied the recommendations
set out in the Code, publishing all information the disclosure of which is
provided by positive regulations and the disclosure of which information
is primarily in the interest of the Company’s shareholders. During the
previous year, the Company published all information, the publication
of which is required by positive regulations, through the Zagreb Stock
Exchange website and on its own website, and informing the public about
the availability of information was carried out through Croatian News
Agency’s OTS service. It also submitted these publications to the official
register of prescribed information at CFSSA.
Supervision over the conduct of the Company’s operations is carried out
by the Supervisory Board in accordance with the provisions of the Croatian
Companies Act. The role of the Supervisory Board is also regulated by
the Company’s Articles of Association and the Rules of Procedure of the
Supervisory Board. Members of the Supervisory Board regularly receive
detailed information on the management and work of the Company in
order to be able to effectively fulfill their supervisory role. The report
of the Supervisory Board on the performed supervision of business
operations is part of the Annual Report of the Company submitted to
the General Assembly.
The Supervisory Board established the Audit Committee as a body that
assists the Supervisory Board and the Management Board in the effec-
tive execution of the tasks of corporate governance, financial reporting
and control of the operations of TNG d.d.
The Company applies the rules of Accounting Policy, harmonized with
International Financial Reporting Standards adopted by the European
Union, which regulate the application of procedures and techniques in
disclosing assets, liabilities, principal, income, expenses and financial
results of the Company in the basic financial statements. The audit of
the annual financial statements of the Company is performed by an
independent auditor, appointed by the General Assembly of the Company.
The Company has established and applies rules and procedures for
receiving, recording, approving and circulating financial and other business
documentation, which ensures multiple supervision and transparency in
the recognition of the Company’s income and expenses. The Company
has not yet established a corporate internal audit that would perform the
function of independent audit and control and inform the Management
Board through audit reports in the form of findings and proposals for
improvement. The Management Board personally supervises all processes
of recognizing the Company’s income and expenses and participates in
the preparation of quarterly, semi-annual and annual financial state-
ments of the Company.
The corporate governance structure of the Company is based on a dualistic
system, which consists of the Management Board and the Supervisory
Board and together with the General Assembly they represent the three
basic bodies of the Company.
Exceptions to compliance with the application of the Corporate
Governance Code are the following:
- The supervisory board has not adopted a decision in which it stated
categories of decisions and legal transactions that require prior approval
by the supervisory board and those decisions about which management
board must consult with the supervisory board before making a decision,
since the Company’s Articles of Association stipulate the circumstances
and conditions when the Supervisory Board’s consent is required.
- The fair value of each material transaction does not have to be confirmed
by an independent expert prior to any such transaction.
- The company has not adopted procedures for the approval and disclosure
of transactions between members of the management or supervisory board
and the company (or a person affiliated with any party). Therefore, the
Audit Committee does not evaluate the effectiveness of these procedures.
- The supervisory board has not set as a target percentage of female
members of the supervisory board and the management board, which
must be achieved in the next five years and adopted a plan for the imple-
mentation of this goal. Notwithstanding the absence of such a goal and
plan, if in the future a female candidate who meets the required qualifica-
tions of expertise appears as a potential candidate for the Management
or Supervisory Board, the candidate will not be discriminated against in
any way in relation to other candidates.
- The supervisory board has not developed a supervisory board profile
which specifies the minimum number of members and combination of
skills, knowledge and education, as well as professional and practical
experience required in the Supervisory Board.
- The Chairman or Deputy Chairman of the Supervisory Board is not
independent, as the Company believes that the Supervisory Board should
reflect the interests of the majority shareholders, therefore it does not
consider it appropriate to comply with this provision of the Code.
- The minimum expected time of commitment of each supervisory board
member is not specified on their appointment.
STATEMENT ON APPLICATION OF THE CODE OF CORPORATE
GOVERNANCE