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INI-391/17

MERCATOR, d.d., Ljubljana

Declaration of Compliance with the Corporate Governance Code for Publicly Traded Companies

Pursuant to the Rules and Regulations of the Ljubljana Stock Exchange, d.d, and the relevant legislation, the company Poslovni sistem Mercator, d.d., hereby informs the shareholders and the public of the following:

The governance of the company Poslovni sistem Mercator, d.d., is based on legal provisions, sound business practice, and the principles of the Corporate Governance Code. The Corporate Governance Code (Official Journal RS No. 118/2005, dated December 17, 2005, changed and amended on February 5, 2007, revised and adopted on December 8, 2009) – hereinafter referred to as the Code – is available in Slovenian and English at the Ljubljana Stock Exchange website at www.ljse.si. The company's decision to commit to the provisions of the Code is voluntary. On October 27, 2016, a new Corporate Governance Code was adopted to come into effect as of January 1, 2017. Thus, the company Poslovni sistem Mercator, d.d., still refers to the Code revision from 2009 which was in effect until the start of this year.

Management and Supervisory Board of the company Poslovni sistem Mercator, d.d., hereby submit this statement of compliance with the Code, which is also a constituent part of the 2016 Annual Report. It is available at company website at www.mercatorgroup.si.

Compliance with the provisions of the Code

Management Board and Supervisory Board of the company Poslovni sistem Mercator, d.d., have in 2016 reviewed the corporate governance at the company Poslovni sistem Mercator, d.d., and the Mercator Group, and the compliance thereof with the Code, and prepared a new statement which reflects the actual situation of corporate governance at the company Poslovni sistem Mercator, d.d., and the Mercator Group.

It was found that corporate governance at the company Poslovni sistem Mercator, d.d., and the Mercator Group complies with the provisions of the Code, with particular deviations explained below:

Relations with shareholders

Recommendation 4.2: Given the fact that majority shareholder communicates their investment plans on their own initiative, the company did not invite them separately to publicly disclose their management policies with regard to their investment in this publicly traded stock corporation.

Recommendation 5.2: The company publicly announced on its official website all information about lodging proxies for voting at particular Shareholders Assemblies; in addition, each shareholder was informed individually in this regard. However, the company did not announce on its website the information on the cost of organized lodging of voting proxies at particular Shareholders Assemblies (or general meetings); records are kept internally.

Recommendation 5.10: The company publicly released identification of the three largest shareholders present or represented at the Shareholders Assembly, rather than the five largest shareholders, because the three largest shareholders account for over 90% of total voting rights. The company specified the number of shares and voting rights for each such shareholder.

Supervisory Board

Recommendation 6.2: Considering the current ownership structure of the company Poslovni sistem Mercator, d.d., in which two Agrokor Group companies hold over 88% of total company shares, the Supervisory Board therefore includes more than one half of the members with close economic ties to the said shareholders.

Recommendation 7.1: Some Supervisory Board members have not produced documentation to prove their specialized professional or expert competencies for Supervisory Board membership. Nevertheless, they qualify for such engagement due to professional competencies or experience.

Recommendation 8: All Supervisory Board members have signed a special statement specifying their position on meeting each of the independence criteria. However, the company did not announce the signed statements on its website; the statements are deposited at the company headquarters.

Recommendation 10.1: Considering the highly concentrated ownership structure of the company Poslovni sistem Mercator, d.d., explained under section 6.2, a Management Board member at the company's largest shareholder was appointed Supervisory Board chairman.

The company Poslovni sistem Mercator, d.d., shall continue to observe the recommendations of the Code in the future, looking to implement as far as possible the non-binding recommendations and this to improve its corporate governance system.

 

This announcement will be published on the company’s website at www.mercatorgroup.si as of April 26, 2017, and will remain posted for a period of at least five years.

Poslovni sistem Mercator, d.d.,
Management Board
Date: 26.04.2017