Annual Report Gorenje Group 2009
Annual Report Gorenje Group 2009 Annual Report Gorenje Group 2009
TRADING WITH SHARES OF THE MANAGEMENT AND SUPERVISORY BOARD Ownership of shares: management and supervisory boards 31 Dec. 2009 31 Dec. 2009 No. of shares Ownership share No. of shares Ownership share Total supervisory board 14,146 0.1008 % Total management board 13,230 0.0943 % Ivan Atelšek 9,497 0.0677 % Franjo Bobinac 2,096 0.0149 % Peter Kobal 1,355 0.0097 % Drago Bahun 9,032 0.0644 % Drago Krenker 920 0.0066 % Franc Košec 1,380 0.0098 % Krešimir Mirjana Dimc Martinjak 115 0.0008 % Perko 96 0.0007 % Jurij Slemenik 1,738 0.0124 % Branko Apat 626 0.0045 % Jože Zagožen 466 0.0033 % Gregor Sluga 55 0.0004 % Source: Data of the Gorenje Group Source: Data of the Gorenje Group Additional note: as at 31 December 2009 the company Ingor, d.o.o. & co. k.d. owned 794,473 shares which accounted for a 5.6627 % ownership share in Gorenje. Limited partners in the company who have invested their own resources in the equity represent the narrow and wider management, some members of the supervisory board and the SKEI trade union, but the company is managed by the general partner, i.e. the company Ingor, d.o.o. This company is not privileged in comparison with the other stakeholders. All internal owners who have or could have access to internal information have to consistently follow the so-called trading windows and can trade in the Gorenje shares only when their information basis is equal to the basis of other investors. We, at Gorenje greatly respect the principle of equal treatment of all stakeholders. RISK MANAGEMENT In the Gorenje Group an independent function of internal audit has been established. It is carried out within the controlling company and at the level of the complete Group. The persons in charge of the internal audit are directly responsible to the company management. The basic task of the internal audit is continued development and verification of functioning of the internal audit system from the aspect of control of all kinds of risks the Gorenje Group is exposed to. The internal audit currently conducts examination of all key business processes in the Gorenje Group and its objective is assurance of harmonisation of operation in compliance with regulations, accounting policies and reduction in all kinds of risks. In the year 2007 an external audit of the internal audit quality was carried out and harmonisation of its operation with the international standards of the discipline was established. A risk management council functions within the Gorenje Group; its tasks are identification and evaluation of risks the Gorenje Group is exposed to as well as planning of measures for their reduction or elimination. 53 Annual Report Gorenje Group 2009
EXTERNAL AUDIT The audit of financial statements of the controlling company and the majority of controlled companies has been conducted by the KPMG audit company. The company follows the recommendations of the corporate governance code of public limited companies relating to the change of external auditor every three years. The external auditor reports on the findings to the management and supervisory boards and the audit committee of the supervisory board. Operations of the parent company and the Gorenje Group with the company KPMG and operations of associated companies with individual audit companies are described in the note to the financial statements operations with the audit company. COMMUNICATION POLICY Corporate communications create a clearly recognised image of the Gorenje Group. This includes external (by external achievements) and internal communications (employees). The Gorenje Group has prepared Rules on internal information and Rules on protection of business secrets that have been consistently observed. We provide for a clearly defined flow, recorded and controlled access to internal information. As a company from the first stock-exchange listing of the Ljubljana Stock Exchange we maintain the highest standards of publishing business reports, defined in the Financial Instruments Market Act and rules and instructions of the Ljubljana Stock Exchange. A financial calendar including major publication release schedule is published every year on the web sites. The company provides for equal informing of shareholders and the interested public by publications in the electronic form on the web portal SEONET in compliance with the rules and instructions of the Ljubljana Stock Exchange and on web sites of the company www.gorenje.com in the Slovene and English languages. The company ensures publications of some controlled information (i.e. convention of the general meeting) in compliance with the Articles of Association of the company in the daily newspaper Delo, whose circulation covers the complete area of the Republic of Slovenia when an act or any other regulation does not explicitly require any other communication. There were 34 publications on the Seonet web portal in the Slovene and English languages in the year 2009. This includes periodic as well as ad hoc publications. They were all published in the part of the day when there was no trading on the Ljubljana Stock Exchange and the time difference between the publications in both languages was minimal - in most cases less than a minute. STATEMENT OF MANAGEMENT RESPONSIBILITY The Management Board of the Company is responsible for the preparation of the annual report of Gorenje, d.d. and the Gorenje Group, as well as the financial statements, in a manner providing the public with a fair presentation of the financial position and the results of operations of Gorenje, d.d. and its subsidiaries in 2009. The Management confirms that the accepted accounting policies have been used in the compilation of financial statements of Gorenje, d.d. and the Gorenje Group, that the accounting estimates have been made in compliance with the principles of prudence and good management, and that the financial statements of the Company and the Group give a true and fair view of the financial position of the Company and the results of its operations in 2009. The Management Board is also responsible for adequate and orderly accounting and the adoption of appropriate measures for safeguarding the Company's property and other assets, and confirms that the financial statements of Gorenje, d.d. and the Gorenje Group and accompanying notes have been prepared under the assumption of going concern and in compliance with applicable legislation and the International Financial Reporting Standards as adopted by the European Union. 54 Annual Report Gorenje Group 2009
- Page 9 and 10: Content Letter of the President of
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EXTERNAL AUDIT<br />
The audit of financial statements of the controlling company and the majority of controlled companies<br />
has been conducted by the KPMG audit company. The company follows the recommendations of the<br />
corporate governance code of public limited companies relating to the change of external auditor every<br />
three years.<br />
The external auditor reports on the findings to the management and supervisory boards and the audit<br />
committee of the supervisory board.<br />
Operations of the parent company and the <strong>Gorenje</strong> <strong>Group</strong> with the company KPMG and operations of<br />
associated companies with individual audit companies are described in the note to the financial<br />
statements operations with the audit company.<br />
COMMUNICATION POLICY<br />
Corporate communications create a clearly recognised image of the <strong>Gorenje</strong> <strong>Group</strong>. This includes<br />
external (by external achievements) and internal communications (employees). The <strong>Gorenje</strong> <strong>Group</strong><br />
has prepared Rules on internal information and Rules on protection of business secrets that have been<br />
consistently observed. We provide for a clearly defined flow, recorded and controlled access to internal<br />
information. As a company from the first stock-exchange listing of the Ljubljana Stock Exchange we<br />
maintain the highest standards of publishing business reports, defined in the Financial Instruments<br />
Market Act and rules and instructions of the Ljubljana Stock Exchange. A financial calendar including<br />
major publication release schedule is published every year on the web sites.<br />
The company provides for equal informing of shareholders and the interested public by publications in<br />
the electronic form on the web portal SEONET in compliance with the rules and instructions of the<br />
Ljubljana Stock Exchange and on web sites of the company www.gorenje.com in the Slovene and<br />
English languages. The company ensures publications of some controlled information (i.e. convention<br />
of the general meeting) in compliance with the Articles of Association of the company in the daily<br />
newspaper Delo, whose circulation covers the complete area of the Republic of Slovenia when an act<br />
or any other regulation does not explicitly require any other communication. There were 34 publications<br />
on the Seonet web portal in the Slovene and English languages in the year <strong>2009</strong>. This includes<br />
periodic as well as ad hoc publications. They were all published in the part of the day when there was<br />
no trading on the Ljubljana Stock Exchange and the time difference between the publications in both<br />
languages was minimal - in most cases less than a minute.<br />
STATEMENT OF MANAGEMENT RESPONSIBILITY<br />
The Management Board of the Company is responsible for the preparation of the annual report of<br />
<strong>Gorenje</strong>, d.d. and the <strong>Gorenje</strong> <strong>Group</strong>, as well as the financial statements, in a manner providing the<br />
public with a fair presentation of the financial position and the results of operations of <strong>Gorenje</strong>, d.d. and<br />
its subsidiaries in <strong>2009</strong>.<br />
The Management confirms that the accepted accounting policies have been used in the compilation of<br />
financial statements of <strong>Gorenje</strong>, d.d. and the <strong>Gorenje</strong> <strong>Group</strong>, that the accounting estimates have been<br />
made in compliance with the principles of prudence and good management, and that the financial<br />
statements of the Company and the <strong>Group</strong> give a true and fair view of the financial position of the<br />
Company and the results of its operations in <strong>2009</strong>.<br />
The Management Board is also responsible for adequate and orderly accounting and the adoption of<br />
appropriate measures for safeguarding the Company's property and other assets, and confirms that the<br />
financial statements of <strong>Gorenje</strong>, d.d. and the <strong>Gorenje</strong> <strong>Group</strong> and accompanying notes have been<br />
prepared under the assumption of going concern and in compliance with applicable legislation and the<br />
International Financial <strong>Report</strong>ing Standards as adopted by the European Union.<br />
54<br />
<strong>Annual</strong> <strong>Report</strong> <strong>Gorenje</strong> <strong>Group</strong> <strong>2009</strong>