Letno poročilo 2009.pdf - UniCredit Banka Slovenija dd

Report from the Supervisory BoardReport from the Supervisory BoardIn 2009, the Supervisory Board of UniCredit Banka Slovenija d.d.regularly monitored and oversaw current business operations of theBank, financial results attained and work of the Management Board,in accordance with its powers, authorizations and duties as set outin the Articles of Association of the Bank, the Companies Act andthe Banking Act. At the Supervisory Board’s regular sessions, theBank’s Management Board kept members of the Supervisory Boardinformed of the following issues: all important business events in theBank and other activities related to the Bank's operating business; theeconomic and political environment; important changes of legislationthat affected the Bank's operating business; and achieved financialresults as compared to the adopted financial plan of operations. TheManagement Board also regularly informed the Supervisory Boardabout the expected financial results through the end of the fiscal yearand about end results.In 2009, there were some changes in the structure of the Bank'sSupervisory Board. At the Bank’s General Meeting on 9 February2009, mag. Helmut Haller was discharged from his function asSupervisory Board member, while Franco Andreetta and GiuseppeVerrascina were appointed as the Supervisory Board membersfor the period until 24 April 2011. The Supervisory Board is thuscomposed of six members, apart from the above mentionedAndreetta and Verrascina, the remaining members include FedericoGhizzoni (Chairman), Herbert Hangel (Deputy Chairman), WolfgangEdelmüller and Martin Klauzer. Despite the specific ownershipstructure, whereby UniCredit Bank Austria AG is almost a 100 %owner of the Bank and its majority owner is UniCredit S.p.A., twoSupervisory Board members (Franco Andreetta and GiuseppeVerrascina) are not employed in the Group, but as external expertsin the area of accounting and financial business contribute to ahigh-quality and transparent performance of the Supervisory Board.Moreover, the members are not personally, directly or indirectly,involved in the ownership structure nor are they in any businessrelationship with the Bank, thus avoiding any potential conflictsof interests. Regardless, the UniCredit Group has all the adequatemechanisms to control and solve potential conflicts of interests,should they occur.In the year 2009, the Bank’s Supervisory Board met and adoptedresolutions at six regular meetings as well as at correspondencesessions. All members of the Supervisory Board were presentat the first, the second and the sixth regular meeting, while thefollowing members excused their absence: Herbert Hangel at thethird meeting, Wolfgang Edelmüller at the fourth meeting and FrancoAndreetta at the fifth meeting. In line with legislation provisions, itspowers as set out in the Articles of Association and in accordancewith the Bank's need for efficient work, individual resolutions werealso adopted at the Supervisory Board correspondence sessionsand subsequently presented and validated during the next regularmeeting of the Supervisory Board.Important Supervisory Board DecisionsAt its first regular meting, on 9 March 2009, the Supervisory Boardadopted the Annual Report of Bank’s operations for 2008, proposedto the General Meeting of Shareholders of the Bank, nomination ofan External Auditor on the basis of the Audit Committee proposal,provided opinion on the Internal Audit unit’s Annual Report on internalaudit for 2008, adopted the Resolution on use of the net profit for2008, approved the Management Board’s proposal for the use ofaccumulated profit for 2008, was briefed about Auditor’s report of theAuthorised Auditing Company for 2008, to which it had no comments,and approved all other documents, on which the General Meeting ofShareholders of the Bank made decisions on 29 April 2009.At the second regular meeting, which took place on 4 May 2009,the Supervisory Board again appointed France Arhar, Ph.D., asChairman of the Management Board for the period from 1 June 2009to 31 May 2011. At its third regular meting, on 19 June 2009, theSupervisory Board adopted the UniCredit Group Policy regardingremuneration of members of management and supervisory bodiesand approved amendments to the Rules of procedure regardingwork of the Bank’s Management Board and Rules of procedureregarding work of the Internal Audit unit. On 20 July 2009, attheir fourth regular meeting, members of the Supervisory Boarddiscussed and approved half-year results of the Bank and proposalof the Management Board for convening the General Meeting ofShareholders, where shareholders adopted the Decision on paymentof remuneration to external members of the Bank’s SupervisoryBoard. At its correspondence meeting, on 7 September 2009, theSupervisory Board of the Bank appointed a new member of theManagement Board, Francesco Vercesi, who obtained the Bankof Slovenia permission for acting as the member of the Bank’sManagement Board on 20 October 2009, when he took up duties. Atits fifth regular meeting on 14 October 2009, the Supervisory Boardwas briefed about the resignation of Management Board member,Stefan Vavti, whose mandate terminated on 1 October 2009. On 30November 2009, the Supervisory Board, at its last meeting in 2009,discharged Heribert Fernau from his function of the member of theBank’s Management Board. At its sixth (last) regular meeting in2009, the Supervisory Board of the Bank also gave its consent to theWork Plan of the Internal Audit unit for 2010 and approved proposalof the Management Board regarding competence distribution amongthe members of Management Board of the Bank.The Supervisory Board participated in the approval of all measuresand activities required to implement the overall business policy ofthe parent banking groups. It also approved the development planand the Bank’s basic business policies for 2009. Moreover, theSupervisory Board was regularly informed about the implementationof the plan of work of Internal Audit and its findings, as well as theinspections conducted by external institutions.UniCredit Bank · 2009 Annual Report 159