ANNUAL REPORT 2008 - Gorenje Group

154
2008
Capital management
The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and
market confidence and to sustain future development of the Company. The Company monitors the
return on capital, which the Company defines, as one of the strategic ratios, as net profit for the
period attributable to equity holders of the Company divided by average shareholders’ equity, excluding
minority interests. The Company seeks to maintain a balance between the higher returns
that might be possible with higher levels of borrowings and the advantages and security afforded
by a sound capital position.
The dividend policy is based on the investment plans, optimum capital structure policy, and shareholders’
expectations and interests. The amount of dividend per share is proposed by the Management
Board and the Supervisory Board of the controlling company. Dividends are paid from the
accumulated profit of the controlling company determined in accordance with the relevant regulations
in Slovenia. The resolution on the appropriation of accumulated profit is adopted by the
Shareholders’ Meeting.
Pursuant to the resolution of the Shareholders’ Meeting, an own share fund has been formed by the
Company amounting up to 10 % of the share capital. At 31 December 2008, the Company recorded
121,311 own shares, which is 0.8647 % of share capital.
At the 10th Shareholders’ Meeting of Gorenje, d.d. on 12 December 2006, the Management Board
of Gorenje, d.d. was authorised to increase, subject to the prior consent of the Supervisory Board
and not later than five years after the entry of the amendment of the Articles of Incorporation,
share capital by up to 15 percent of the amount of share capital entered in the register on the date
of adoption of the respective resolution, or by not more than SIT 1,830,000,000 (approved capital).
Capital should be increased by issuing up to 1,830,000 new ordinary, freely transferable, registered
no par value shares against cash contributions.
The procedure of the increase in share capital, the increase in the number of shares, and the amendment
of the Articles of Incorporation was completed by the Order of the District Court in Celje
no. Srg 2007/02253 of 7 November 2007. The respective Order relates to the entry of a change
in share capital from EUR 50,909,697.88 to EUR 58,546,152.56, a change in the number of shares
from 12,200,000 to 14,030,000, and the amendment of the Articles of Incorporation referring to
the above mentioned changes.
The Company has no special goals regarding employee shareowning and no share option programme.
There were no changes in the Company’s approach to capital management in 2008. Neither
the controlling company nor its subsidiaries were subject to capital requirements determined
by the regulatory authorities.
There are no provisions in the Articles of Incorporation that would invalidate the proportionality
of rights arising from shares, such as the rights of minority shareholders or the limitation of voting
rights, and there are not resolutions adopted on conditionally increased capital.