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 president and 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

With the aim of improving corporate management and operational transparency, three new subcommittees of the Supervisory Board have been formed – Audit Committee, Remuneration Committee and Appointments Committee.

The Audit Committee was appointed as a body that provides support for effective corporate management at Podravka d.d., particularly concerning the detailed analysis of financial reports, providing support to company accounting, and establishing proper internal control within the Company.

The Remuneration Committee is entrusted with proposing the remuneration policy to the Management, based on objective criteria to assess the success of operations that forms the basis of the remuneration programme, where the rewards must be aligned with the long-term interests of stakeholders and Company goals as set by the Supervisory Board.

The Appointments Committee is entrusted with overseeing the process of appointments to the Supervisory Board and members of the Management Board, and identifying and giving recommendations of appropriate candidates for 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.