Ljubljanska borza, d. d., Ljubljana

Press Release

Corporate Governance Code for Joint Stock Companies - amendments in the pipeline

Ljubljana, 28 September 2009 - Starting today, the signatories of the Corporate Governance Code for Joint Stock Companies - the Ljubljana Stock Exchange, the Slovenian Association of Supervisory Board Members and the Managers' Association - are hereby opening a public debate about the proposed amendments of the CG Code, which will close on 12 October 2009. The proposed amendments have been drafted to account for the changed legislation and progress in best practice of corporate governance over the past two years.

The Slovene CG Code was last amended on 5 February 2007, and since then company law, EU recommendations and other best practice recommendations regarding corporate governance in companies have witnessed several changes. The newly proposed amendments have harmonised the Code's contents as well as terminology with the Slovene legislation, the EU recommendations and other international recommendations (including other CG codes), and have adjusted its guidelines to practical needs.

The new CG Code places more emphasis on areas governing the operations of supervisory boards and transparency of operations, and introduces significant changes to the recommendations regarding the remuneration of management and supervisory bodies. The CG Code also has a new internal structure as a document, as it no longer contains the provisions and principles that have in the meantime been incorporated into the legislation as statutory provisions.

Some of the Code's main novelties are:

- recommendation for companies to draw up a CG Policy and in it define all their stakeholders as well as the nature of their mutual relations, thereby enhancing the standards of day-to-day operations,
- anticipation of a more active role of the supervisory board in drawing up the CG Policy and overall in the companies' corporate governance,
- recommendations intended to make supervisory board operations more transparent and efficient, such as introducing a secretary to the supervisory board, recommending contents of supervisory board rules of procedure, updating guidelines for the training of supervisory board members,
- update of recommendations regarding the remuneration of management and supervisory bodies, increased role of shareholders in determining the remuneration policy for the management to enable a more transparent remuneration system.

The signatories of the Code - the Ljubljana Stock Exchange, the Slovenian Association of Supervisory Board Members and the Managers' Association - strive to review the efficiency and adequacy of the Corporate Governance Code for Joint Stock Companies on a regular basis, taking into consideration the legal and actual environment of companies, as well as adopt potential changes and supplements to it.

The amended CG Code, as proposed, has been open to public debate from 28 September 2009 and is available on its signatories' websites. The interested public can pass its opinions and make suggestions by 12 October 2009 by e-mail to the Ljubljana Stock Exchange (seoin@ljse.si), Association of Supervisory Board Members (info@zdruzenje-ns.si), Managers' Association (manager.association@zdruzenje-manager.si). The signatories' working group for the CG Code will review all comments and suggestions and draw up the final text of the amended Code, which the signatories are anticipated to adopt by the end of this year.