KONČAR D&ST Joint Stock Company has a Supervisory Board with 5 members, of which 4 are elected by the shareholders at the General Assembly and one member is an employee representative on the Supervisory Board. The Company Supervisory Board performs activities determined by the Companies Act and the Company’s Articles of Association. The work of the Supervisory Board is regulated by the Rules of Procedure of the Supervisory Board and its committees.

The following are members of the Supervisory Board: Gordan Kolak, Chairman of the Supervisory Board, Ivan Bahun, member of the Supervisory Board, Josip Ljulj, member of the Supervisory Board, Miki Huljić, member of the Supervisory Board and Ana Marija Markoč, member of the Supervisory Board.

Gordan Kolak, Chairman of the Supervisory Board since 1/7/2020

Ana-Marija Markoč, member of the Supervisory Board since 15/11/2019

Ivan Bahun, member of the Supervisory Board since 1/7/2020

Josip Ljulj, member of the Supervisory Board since 1/7/2020

Miki Huljić, member of the Supervisory Board since 1/7/2020

Dalija Bat is the Company Secretary and also the Secretary of the Supervisory Board.

In performing supervision over the Company, the Supervisory Board also acts through committees, as follows: Audit Committee, Rewards Committee and Appointment Committee.

SUPERVISORY BOARD COMMITTEES

AUDIT COMMITTEE

The Audit Committee oversees the process of selection and appointment of the external auditor in accordance with legal requirements and makes recommendations to the Supervisory Board for the selection of the external auditor and the conditions for its appointment. The Committee assesses at least once a year the effectiveness of risk management and the internal control system as a whole and, if necessary, makes recommendations to the Supervisory Board and the Management Board.

Duties and authority of the committee:

  • Monitors the financial reporting process
  • Monitors the effectiveness of the internal control system, internal audit and risk management system
  • Oversees the audit of annual financial and consolidated statements
  • Supervises the correctness and integrity of the Company’s financial statements and accounting policies and other official statements related to the Company’s financial results
  • Monitors the independence of independent auditors or the audit firm performing the audit, and in particular contracts for ancillary services
  • Makes recommendations to the Supervisory Board and the General Assembly on the selection of an independent auditor or audit firm
  • Oversees the implementation of measures determined as a result of external and internal audits and own control
  • Once a year evaluates the effectiveness of procedures for approving and publishing transactions between members of the Management Board or the Supervisory Board and the Company (or persons associated with any party)

  • Once a year evaluates the effectiveness and application of the procedure for reporting irregularities

Members:

  • Miki Huljić; Chairman
  • Gordan Kolak; member
  • Ivan Bahun; member

REWARDS COMMITTEE

Committee obligations:

  • Recommends to the Supervisory Board the reward policy for members of the Management Board at least every three years
  • Recommends to the Supervisory Board every year the rewards that should be received by the members of the Management Board, based on the assessment of the Company results and their personal results, and after consultation with the Chairman of the Management Board

  • Recommends to the Supervisory Board the reward policy for members of the Supervisory Board, which will be submitted for approval to the General Assembly

  • Oversees the amount and structure of rewards for senior management and workers as a while and give recommendations to the Management Board on its policies
  • Oversees the preparation of the mandatory annual report on rewards, stipulated by law

Members:

Committee members as a rule are members of the Supervisory Board. Exceptionally, a person who is not a member of the Supervisory Board may be appointed a member of the Rewards Committee, if he/she guarantees with his/her professional knowledge and skills, previous work and experience that he/she will contribute to the work of the Rewards Committee.

  • Josip Ljulj; Chairman
  • Božidar Poldrugač; member
  • Josip Lasić; member

APPOINTMENT COMMITTEE

Committee responsibilities:

  • Overseeing the appointment process to the Supervisory Board and the Management Board to ensure that it is fair and transparent
  • Developing role and candidate descriptions for each vacancy in accordance with the profile of the Management Board or the Supervisory Board (if necessary, in consultation with the Chairman of the Management Board or the Supervisory Board) and identifying and recommending appropriate candidates to the Supervisory Board
  • Agreeing on the terms of appointment with potential new members of the Management Board or the Supervisory Board, including the expected time required to perform their function
  • Preparation of a succession plan for reappointment or replacement of members of the Supervisory Board and the Management Board, in consultation with the Chairman of the Supervisory Board and/or the Management Board
  • Overseeing the progress in achieving the target percentage of female members of the Management Board and the Supervisory Board
  • Overseeing the policy of the Management Board in the selection and appointment of senior management – directors

Members:

Committee members as a rule are members of the Supervisory Board.

  • Gordan Kolak; Chairman
  • Ivan Bahun; member
  • Božidar Poldrugač; member