The Ljubljana Stock Exchange, Inc., and the Slovenian Directors' Association present the updated Slovenian Corporate Governance Code for Listed Companies, which will come into effect on January 1, 2025.

The current Slovenian Corporate Governance Code for Listed Companies (the Code) was jointly developed and adopted by the Ljubljana Stock Exchange, Inc., and the Slovenian Directors' Association in 2021. This year, the Code was updated, marking the seventh version since its initial adoption in 2004.

This year’s updates are primarily a response to align the Code with the amendment of the Companies Act (ZGD-1M) and the development of best practices in corporate governance.

The Code will take effect on January 1, 2025, and companies will apply its provisions for the first time when preparing the Corporate Governance Statement for the 2025 financial year.

Key changes include:

• Diversity Policy: The Code reflects the new legal requirement for gender representation in management and supervisory bodies. Companies must specify in their diversity policy whether they aim to achieve at least 40% representation of the underrepresented gender on supervisory boards or 33% in management and supervisory bodies, including among executive directors.
• Sustainable Business Operations: The chapter has been renamed into Sustainability Policy. Updated terminology clearly distinguishes between the concept of sustainability and the proper use of the term "sustainability" (in the context of corporate responsibility and practices).
• Chairperson of the Supervisory Board: The Code highlights the legal provision that the chairperson of the supervisory board must be appointed from among the representatives of shareholders. It also introduces a new recommendation for regular communication between the company’s management and the chairperson of the supervisory board outside of meetings, contributing to more effective oversight of operations.
• Chairpersons of Supervisory Board Committees: Updated recommendations further enhance the independence of supervisory board committee chairpersons. Among other provisions, the Code specifies that former members of a company’s management board may not assume these roles for at least three years after leaving their position. It also explicitly states that committee chairpersons should be appointed from among shareholder representatives.

The updated Code comprehensively addresses key challenges in modern corporate governance and aligns with current legislation and best practices. This aims to contribute to greater transparency, accountability, and equity in the operation of listed companies.

Corporate governance codes are sets of non-binding recommendations designed to improve and guide corporate governance practices, taking into account the specificities of the legal and business environment. These codes are typically principle-based and focus on issues specific to individual countries. Their primary purpose is to raise standards of good corporate governance and promote reforms in this area. Corporate governance codes serve as benchmarks for implementing and monitoring corporate governance practices and policies at the company level.