Annual report - HSE

2.1.4 Corporate governance statement
The company Holding Slovenske elektrarne d.o.o., Koprska ulica 92, 1000 Ljubljana
in accordance with Paragraph 5 of Article 70 of the Companies Act (ZGD-1) prepares a
Corporate Governance Statement. The statement is prepared for and refers to the period
from 1 January 2012 to 31 December 2012.
As the Managing Director of the company HSE, I hereby declare that the governance of the
company was in line with acts and other regulations, applicable Articles of Incorporation
of the limited liability company HSE, the company’s internal acts and in accordance with
good business practice.
As the Managing Director of the company HSE, I hereby declare in accordance with Article
60.a of the Companies Act that the annual report and all its integral parts, including the
corporate governance statement, is prepared and published in accordance with the
Companies Act and International Financial Reporting Standards.
1. Statement of compliance with the corporate
governance code for companies with state capital
investments
As the Managing Director of the company HSE, I hereby declare that the governance of
the company HSE in 2012 was in accordance with recommendations from the Corporate
Governance Code for Companies with State Capital Investments (Code) adopted by the
Capital Assets Management Agency of the Republic of Slovenia (AUKN RS) and published
as at 18 January 2011 at AUKN RS websites (www.auknrs.si), while respecting Reporting
Guidelines of the Companies with State Capital Investments and individual applicable
recommendations of AUKN RS.
As the Managing Director of the company HSE, I declare pursuant to point 73 of the Code
that the company HSE has opted to apply the AUKN RS Code on a voluntary basis.
2. Company bodies
In accordance with the Articles of Incorporation of HSE, the founder manages the company
directly and through the company’s bodies. The company bodies are the Supervisory
Board and the Managing Director.
2.1 Founder
The founder decides independently on the following:
• amendments to the Articles of Association;
• adoption of the fundamentals of business policy and the company development plan;
• adoption of the annual report when the Supervisory Board has not confirmed it and when
the Managing Director and the Supervisory Board leave the decision on the adoption of
the annual report to the founder;
• the use of accumulated profit;
• granting a discharge from liability to the Managing Director and the Supervisory Board;
• allocation and termination of interests;
• changes in the company’s nominal capital;
• changes to the status and dissolution of the company;
• election and dismissal of members of the company’s Supervisory Board;
• appointment of the company’s auditor;
• appointment of the company’s procurator and other authorised persons; and
• other matters in accordance with regulations and the Articles of Association.
Annual Report HSE 2012
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Pursuant to Article 526 of the Companies Act, the founder enters its decisions in the register
of decisions.
2.2 Managing Director
The company is managed and represented by the Managing Director, who is appointed and
dismissed by the Supervisory Board. When his or her term of office expires, the Managing
Director may be reappointed. In accordance with provisions of the Articles of Association,