ANNUAL REPORT 2008 - Gorenje Group

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d. On the Company’s rules on the appointment and replacement of members of
managerial and supervisory bodies:
The Management Board of the Company is appointed and recalled by the Supervisory
Board, which determines the number and areas of work of individual members
of the Management Board in a relevant resolution. The members of the Management
Board are elected for a term of five years and may be re-elected. The Management
Board is comprised of the President and at least two members, one of whom is the
Work Director. The Supervisory Board may recall the members of the Management
Board prior to the expiry of their term of office. The Management Board’s term of office
expires on 18 July 2013.
The Company has a Supervisory Board comprised of ten members. The persons
elected to the Supervisory Board may be experts in the fields of industry and commerce
and other related activities. Five members of the Supervisory Board representing
the interests of employees are elected by the Workers’ Council in line with the
Worker Participation in Management Act and the general acts of the Workers’ Council.
The Workers’ Council is obliged to notify the General Meeting of Shareholders of
its appointment. The members of the Supervisory Board may only be appointed in
the absence of obstacles specified in the Companies Act. The members of the Supervisory
Board are elected for a term of four years and may be re-elected without limitations.
A proposal for the election of members of the Supervisory Board representing
the interests of shareholders is presented by the transitional Supervisory Board. A
member of the Supervisory Board may be recalled prior to the expiry of his/her term
of office. The recall shall be decided by the General Meeting with a 3/4 majority of
votes cast. The members of the Supervisory Board representing the interests of employees
are discharged by the Workers’ Council in line with the Worker Participation
in Management Act and the general acts of the Workers’ Council. Substitute elections
for members of the Supervisory Board shall be held for the remainder of the Supervisory
Board’s term, unless the General Meeting decides otherwise in a special resolution.
The term of office of the Supervisory Board expires on 18 July 2010.
e. On the Company’s rules regulating amendments to the Articles of Association:
Resolutions on amendments to the Company’s Articles of Association are adopted by
the General Meeting in accordance with the law.
f. On authorisations granted to members of the Management Board, particularly for
the issue or purchase of own shares:
The authorisations of the Management Board as set forth in the Company’s Articles
of Association are: The President and members of the Management board be present
the Company independently and without limitations. As representatives of the Company,
the members of the Management Board observe the relations between Board
members as laid down in the Rules of Procedure of the Management Board. The Work
Director is a member of the Management Board who acts on behalf of and represents
the interests of employees with respect to human resources and social issues,
but does not have authorisations to represent the Company, except in cases when a
member of the Management Board is appointed Work Director. Member of the Management
Board and Work Director Drago Bahun is authorised to represent the Company.
The Management Board adopts resolutions within the scope of its powers with
an ordinary majority vote of all members. Each member of the Management Board
is entitled to one vote. In case of a tied vote, the vote of the President of the Management
Board is decisive.
Authorisation to the Management Board of the Company for the acquisition and
disposal of own shares, adopted at the 12th general meeting of shareholders held
on 11 June 2008, with the following resolution:
The General Meeting of Shareholders grants the Company an authorisation for the
acquisition of own shares, as follows: