Corporate governance

In accordance with their fundamental purpose to ensure growth, profitable business and value for shareholders, the Management Board and the Supervisory Board of Podravka Inc. through their actions support and encourage the principles of corporate governance.

Podravka continues to monitor reforms in the area of corporate governance and strives to constantly improve relations with investors and own shareholders by introducing high communication standards.

In this section you can find additional information on the Management Board, Supervisory Board and General Assembly of Podravka Inc. and implementation of the Corporate Governance Code.

The Management Board

The Management Board of Podravka Inc. consists of four (4) Board Members that are elected by the Supervisory Board.
 
The president and members of the Management Board are appointed for a period as determined by the Supervisory Board (five years at most) and may be reappointed. The term of office commences as of the date of appointment of the Management Board. Members of the Management Board manage the Company’s business affairs. The Rules of Procedure of the Management Board govern the way the Management Board operates and assigns tasks.

The Supervisory Board

The Supervisory Board consists of nine members, eight of whom are elected by the General Assembly three-quarter majority of the votes cast, and one member is appointed by the Workers' Council as stipulated by the provisions of the Labour Act.

The Supervisory Board members are elected for a term of four years. The term of office for each member commences as of the date of election to the Supervisory Board.

In order to improve corporate governance and transparency of operations two sub-committees of the Supervisory Board have been established - the Audit Committee and the Remuneration Committee.
The Audit Committee is appointed as an advisory body providing support for effective corporate governance at Podravka Inc., especially for the detailed analysis of the financial statements, to support the Company's accounting department and establish robust, high quality internal controls within the Company.
The Remuneration Committee is responsible for developing the Management Board remuneration policy, proposing objective criteria for assessing business performance that represents the basis for remuneration of the Management Board where the rewards are to be aligned with the long-term interests of shareholders and the Company's strategic direction set by the Supervisory Board.

The General Assembly

Shareholders who have been entered into the computer system of the Central Depository and Clearing Company (CDCC) and have applied for participation in the General Assembly no later than on the seventh day prior to the General Assembly meeting have the right to participate and vote in the General Assembly.

Shareholders, representatives and proxies vote on ballots indicating the number of votes pertaining to an individual participant in the General Assembly. In accordance with the Companies Act, the General Assembly decides on profit allocation. The General Assembly shall decide on the allocation of profit to shareholders in accordance with the business results and financial position of the Company and other relevant factors.

The General Assembly can validly decide if at least 30% (thirty percent) of the total number of shares with voting rights are represented. The General Assembly is chaired by the President of the General Assembly, appointed by the Supervisory Board following the proposal by the Management Board.