ANNUAL REPORT 2008 - Gorenje Group

26
2008
The contents of this Statement comprise the period from the adoption of the previous
Statement of Compliance with the Corporate Governance Code for Joint Stock Companies,
i.e. from April 24 2008 to 23 April 2009, when its contents were jointly phrased
and adopted by the Management Board and the Supervisory Board of Gorenje, d.d..
II. Internal Control and Risk Management System
An independent support function has been formed within the Gorenje Group – Internal
Audit, which operates within the controlling company Gorenje, d.d. and at the
Group level. The persons in charge of Internal Audit are directly responsible to the
Management Board of the Company. The fundamental task of Internal Audit is to continuously
develop and monitor the functioning of the internal control system from
the aspect of managing of all types of operating and other risks to which the Gorenje
Group is exposed. Internal Audit regularly conducts the audit reviews of all key business
processes in the holding company and Group companies with the aim of ensuring
the compliance of business operations with regulations, the accounting policies of
the Gorenje Group, and internal rules, as well as the reduction of all types of risks. In
2007 an external review of the quality of internal auditing activities was performed,
which established the compliance of the these activities with the International Standards
for the Professional Practice of Internal Auditing.
A Risk Management Council operates within the Gorenje Group with the task of identifying
and assessing the risks to which the Gorenje Group is exposed, and planning
measures for their reduction or elimination. Three committees operate within the Risk
Management Council: a business risk committee, a financial risk committee and an operating
risk committee. The risk management system is presented in more detail in the
chapter on risk management.
III. Other Data (as at 31 December 2008):
a. On the significant direct and indirect ownership of securities of the Company with
respect to attaining a qualified share as specified by the law regulating takeovers:
Kapitalska družba pokojninskega in invalidskega zavarovanja, d.d., Ljubljana (pension
fund), together with the funds it manages 3,653,210 shares or 26.0386 %
Home Products Europe B.V., Velp, the Netherlands 1,070,000 shares or 7.6265 %
INGOR, d.o.o., & co. k.d., Ljubljana (a company established by the broader management
of the Gorenje Group) 782,056 shares or 5.5742 %
KD Group, d.d., Ljubljana, together with the funds its manages, and Adriatic Slovenica,
d.d. together with the long-term business fund 1,263,295 shares or 9.0042 %
b. On the holders of securities conferring special controlling rights:
Gorenje, d.d. is not the issuer of any shares conferring their holders any special controlling
rights.
c. On limitations of voting rights:
Gorenje, d.d. does not have any shareholders whose voting rights are limited by
statute, law or in any other way. The condition for participating in general meetings and
exercising voting rights is that a shareholder is required to register his/her attendance
at a general meeting with the company’s Management Board in writing three days
prior to the date of the meeting.