Corporate Governance Statement
For the year ended 31 December 2022 (All amounts in HRK)
73
The Extraordinary General Assembly was held on 31 August, 2022. The General Assembly made a decision by which
the Management Board of the Company was given prior approval for the acquisition of 100% of the business shares
of company Adria coast turizam d.o.o. for the purchase value, which can not be higher than EUR 47 million. In
accordance with the Corporate Governance Code of the Zagreb Stock Exchange and HANFA in force since 1 January
2020, the Supervisory Board is mainly composed of independent members who do not have business, family or other
relations with the Company, the majority shareholder or a group of majority shareholders or members of the
Management Board or the Supervisory Board of the Company or the majority shareholder. The Supervisory Board has
five members, four of whom are elected and relieved of duty by the General Assembly, and one representative is
elected by the employees in accordance with the provisions of the Labour Act. In accordance with the amendment of
the Articles of Association adopted at the General Assembly on 31 August 2020, the term of office of the Supervisory
Board members is 2 years.
The rules for appointing and removing members of the Management Board and the Supervisory Board are defined by
the Articles of Association and the Companies Act.
No restrictions as regards gender, age, education, profession or other similar restrictions apply in any executive,
managing or supervisory bodies or at any other level.
Pursuant to the Companies Act and the Company's Articles of Association, the Supervisory Board renders decisions
at its meetings. In 2022, the Supervisory Board supervised the management of the Company's affairs in accordance
with the Companies Act, the Articles of Association and other internal corporate documents. The Supervisory Board
held a total of 10 meetings, which is consistent with good corporate practices. In 2022, on the meeting held on 28 July
2022 the Supervisory Board made the Decision on the appointment of the committee of the Supervisory Board. Until
the day of the adoption of the new Decision the Supervisory Board of the Company operated through three committees
the Audit and Remuneration Committee, the Appointment Committee and the Corporate Governance Committee. With
the new Decision, it was decided that the Supervisory Board will be assisted in its work by two Committees, Audit and
Remuneration Committee and the Appointment Committee.
On 23 May 2022. the term of office of members of the Supervisory Board, Mr. Mirko Herceg and Mr. Dragan Magaš,
expired.
At its session held on 8 July 2022. the General Assembly adopted the Decision on the appointment of members of
the Supervisory Board.
As at 8 July 2022, the Supervisory Board comprised the following persons:
- Goran Hanžek, Chairman of the Supervisory Board
- Karlo Došen, Deputy Chairman of the Supervisory Board
- Mirko Herceg, Supervisory Board Member
- Sandra Janković, Supervisory Board Member
- Adrian Čajić - Supervisory Board Member (employee representative).
In 2022, the Management Board managed the Company’s affairs in accordance with the Companies Act, the Articles
of Association and other internal corporate documents, and fully complied with the provisions of the Code. On 23 May
2022. the term of office of the Chairman of the Management Board Mr. Goran Fabris and the member of the
Management Board Mr. Ivan Safundžić expired. On 28 April 2022. the Supervisory Board made a decision to dismiss
Mr. Goran Fabris from the position of President of the Management Board due to the expiration of his mandate on 23
May 2022, and the Supervisory Board passed the Decision on the appointment of a member of the Management Board,
Mr. Ivan Safundžić, for a new term until 22 May 2026.
In 2022, the Company’s Management Board comprised the following persons:
- from 1 January 2022 to 23 May 2022:
- Goran Fabris, Chairman of the Management Board
- Ivan Safundžić, Member of the Management Board
- Miroslav Pelko, Member of the Management Board.
- from 23 May 2022 to 31 December 2022:
- Ivan Safundžić, Member of the Management Board
- Miroslav Pelko, Member of the Management Board.
At the meeting held on 17 May 2022 the Supervisory Board adopted the Decision on amending the Rules of Procedure
on the work of the Management Board, which apply until the appointment of the President of the Company's
Management Board.