The Supervisory Board has nine members, six of whom are shareholder representatives and three of whom are employee representatives. Members are fully liable for the performance of their supervisory function and for supervising the management of the Company’s transactions. Shareholder representatives are elected by the General Meeting of Shareholders, while employee representatives are elected by Telekom Slovenije’s Works Council. Their appointment and recall are carried out in accordance with applicable laws and the Company’s Articles of Association. Members of the Supervisory Board are elected for a period of four years and may be re-elected when their term of office expires.
In terms of employee representatives, the composition of the Supervisory Board changed during the 2014 financial year, with the resignation of Milan Richter and Martin Gorišek in April. In May the Works Council elected Primož Per and Samo Podgornik to replace Mr Richter and Mr Gorišek as employee representatives on the Supervisory Board. The replacement employee representatives were elected to the Supervisory Board for the remainder of the current term of office, which expires on 14 November 2017.
The Supervisory Board elects a president and two vice-presidents, one from the Company’s shareholder representatives and one from its employee representatives. Borut Jamnik was President and Adolf Zupan, MSc and Dean Žigon served as Vice-Presidents of the Supervisory Board at the end 2014.
Work of the Supervisory Board
Telekom Slovenije’s Supervisory Board met at a total of 18 sessions in 2014, of which 14 were regular sessions and four were correspondence sessions. Sessions were held at the Company’s registered office.
The Supervisory Board prudently and responsibly monitored and supervised the operations of Telekom Slovenije and the Telekom Slovenije Group as a whole. It adopted the Group’s Strategic Business Plan for the period 2015 to 2019, approved the appointment of managing directors at subsidiaries, the sale of the participating interest in Gibtelecom and the consolidation of the markets in Macedonia and Bosnia and Herzegovina. It approved the settlement reached with Simobil and regularly monitored the sale of the majority stake in the Company.
The Supervisory Board will continue to regularly monitor the implementation of the Company’s business plans and new strategy, which will help the Company and Group achieve the planned results in the future, while operations will be comparable with the best companies in the sector.
Work of Supervisory Board committees
The Supervisory Board had four committees in 2014. Those committees discussed topics related to the Supervisory Board’s work and advised the latter in important matters. This contributed significantly to improving the work and effectiveness of the Supervisory Board.
The work of committees is described in detail in the section, Corporate governance, in the Business Report section of the annual report.
Assessment of the work of the Management Board and Supervisory Board
On the basis of the aforementioned continuous monitoring and supervision of the management of Telekom Slovenije and Group companies during the 2014 financial year and based on the consolidated annual report of the Telekom Slovenije Group for 2014, compiled and submitted by the Management Board, the Supervisory Board assesses that the annual report and disclosures contained therein reflect the actual situation and position of the Telekom Slovenije Group.
The Supervisory Board assesses the work of the Management Board in the current economic conditions and the specific period in which the company operates as successful. The Management Board and Supervisory Board worked well together at sessions, while the presidents of the Management Board and Supervisory Board communicated regularly between sessions.
The Supervisory Board monitored possible conflicts of interest between its members, and in two cases excused members of the aforementioned body from discussions.
Approval of the annual report and the proposed use of the distributable profit for 2014
The Supervisory Board thoroughly reviewed the annual report of Telekom Slovenije, d. d. and the Telekom Slovenije Group for 2014 by the legally prescribed deadline. The Supervisory Board finds that the Telekom Slovenije Group operated in accordance with forecasts during the 2014 financial year.
The Supervisory Board was briefed on and discussed the audit report, in which the certified auditors of KPMG, d. o. o. find that the financial statements, which are an integral part of the annual report, present a true and fair picture of the financial position of the Company and the Group, their operating and financial results and changes in equity. The Supervisory Board had no comments or reservations regarding the audit report that would prevent the adoption of a decision to approve the annual report and consolidated annual report.
Pursuant to Article 282 of the Companies Act, the Supervisory Board hereby approves the annual report of Telekom Slovenije, d. d. and the consolidated annual report of the Telekom Slovenije Group, with the accompanying audit report for 2014.
President of the Supervisory Board of Telekom Slovenije, d. d.