Corporate governance
Corporate governance
The governance bodies carry out their duties in accordance with statutory regulations and internal rules, and in accordance with the general guidelines established by the Company’s corporate governance policy, its other policies and internal acts. Sava Re acts with responsibility towards its stakeholders, exercising its rights and meeting its obligations as set out in its publicly available corporate governance policy.
The Company’s bodies include:
Corporate Governance Code for Listed Companies
As a public limited company, Sava Re’s reference code is the Corporate Governance Code for Listed Companies adopted by the Ljubljana Stock Exchange, the Slovenian Directors’ Association and the Managers’ Association of Slovenia on 27 October 2016. It is available in Slovenian and English from the website of the Ljubljana Stock Exchange. The aim of the Code is to ensure transparency and establish high standards of corporate governance in Slovenia.
Sava Re periodically posts a declaration of compliance with the Code in its annual report and on its website.
The management and supervisory boards of Sava Re d.d. hereby publish a statement on the compliance with the Corporate Governance Code for Listed Companies for the period from 8 April 2022 until the date of publication in 2023.
The Statement of Compliance with the Corporate Governance Code for Listed Companies is attached hereto and is also part of the “Audited annual report of the Sava Insurance Group and Sava Re d.d. for 2022”.
Statement of Compliance with the Corporate Governance Code for Listed Companies
Pursuant to the rules of the Ljubljana Stock Exchange, d.d., Ljubljana and relevant legislation, Sava Re d.d., Ljubljana, announces the following:
The management and supervisory boards of Sava Re d.d. hereby publish a statement on the compliance with the Corporate Governance Code for Listed Companies for the period from 8 April 2021 until the date of publication in 2022.
The Statement of Compliance with the Corporate Governance Code for Listed Companies is attached hereto and is also part of the “Audited annual report of the Sava Insurance Group and Sava Re d.d. for 2021”.
Statement of Compliance with the Corporate Governance Code for Listed Companies
Pursuant to the rules of the Ljubljana Stock Exchange, d.d., Ljubljana and relevant legislation, Sava Re d.d., Ljubljana, announces the following:
The management and supervisory boards of Sava Re d.d. hereby publish a statement on the compliance with the Corporate Governance Code for Listed Companies for the period from 26 March 2020 until the date of publication in 2021.
The Statement of Compliance with the Corporate Governance Code for Listed Companies is available in the attachment hereto and is also part of the “Audited annual report of the Sava Insurance Group and Sava Re d.d. 2020”.
Pursuant to the rules of the Ljubljana Stock Exchange, d.d., Ljubljana and relevant legislation, Sava Re d.d., Ljubljana, announces the following:
The management and supervisory boards of Sava Re d.d. hereby publish a statement on the compliance with the Corporate Governance Code for Listed Companies for the period from 28 March 2019 until the date of publication in 2020.
The Statement of Compliance with the Corporate Governance Code for Listed Companies is available in the attachment hereto and is also part of the “Audited annual report of the Sava Insurance Group and Sava Re d.d. 2019”.
Pursuant to the rules of the Ljubljana Stock Exchange, d.d., Ljubljana and relevant legislation, Sava Re d.d., Ljubljana, announces the following:
The management and supervisory boards of Sava Re d.d. hereby publish a statement on the compliance with the Corporate Governance Code for Listed Companies for the period from 28 March 2018 to 28 March 2019.
The Statement of Compliance with the Corporate Governance Code for Listed Companies is available in the attachment hereto and is also part of the “Audited annual report of the Sava Re Group and Sava Re d.d. 2018”.
Sava Re articles of association
Among other things, the Sava Re articles of association determine:
- the Company’s share capital and its increase or decrease,
- the rights arising out of the Company’s shares,
- the composition and operation of the Company’s bodies (the management and supervisory boards, and the general meeting of shareholders) and
- communication with shareholders.
General meeting of shareholders
The general meeting of shareholders, the Company’s supreme body, is convened at least once a year and no later than in August. The Company sets the date of the notice and the date of the meeting in the financial calendar.
Shareholders may exercise their voting rights in the general meeting according to their share of the Company’s share capital. Each no-par-value share with voting rights carries one vote. Own shares carry no voting rights.
Supervisory board
The supervisory board oversees the management of the Company during the financial year, in line with the Company’s business strategy and financial plan.
The composition of the supervisory board is determined by the articles of association. Supervisory board members are elected for a term of four years and may be re-elected.
Supervisory board members are entitled to remuneration for performing their function, attendance fees and reimbursement of expenses. The amount of these payments is determined by a resolution of the general meeting. The remuneration must not be directly linked to the Company’s performance as demonstrated by the Company’s financial statements. Information on remuneration is detailed in the annual report.
Supervisory board committees
The supervisory board may establish one or more committees to deal with specific areas and perform other professional tasks, thereby providing professional support to the supervisory board. Notwithstanding the appointment of any committee, decision-making remains the sole responsibility of the supervisory board.
The Company has established the following supervisory board committees:
- the audit committee,
- the risk committee,
- the nominations and remuneration committee and
- the fit and proper committee.
The composition and operation of the supervisory board, including its committees, is presented in the “Report of the supervisory board” section of the Company’s annual report.
Management board
The management board conducts the business of the Company and represents it in public and legal matters. It is composed of at least two but no more than five members, of whom one is the chair and the others are its members. The chair and members of the management board are appointed by the supervisory board for a period of five years. Such appointments may be renewed without limitations. No member of the management board has the authority to represent the Company independently with regard to the entire scale of operations pertaining to the Company’s activities.
The exact number of management board members and the areas for which each individual member is responsible is laid down in the act on the management board, which is to be adopted by the supervisory board at the proposal of the chair of the management board. The rules of operation of the management board are laid down in its rules of procedure.
The remuneration of the management board members consists of a fixed and a variable component. The variable component must not be determined so as to allow the rewarding of behaviour that encourages the exposure of the Company to uncontrolled risk. The remuneration, reimbursements and other benefits of the management board members are set out in the employment contracts concluded between the Company and each management board member. The methodology used to determine both the variable pay as well as the amount of the bonus of each management board member is adopted by the supervisory board. All payments, reimbursements and other benefits received by management board members are disclosed in the financial statements with notes section of the annual report.
Risk management
The risk management system is one of the key building blocks of the system of governance. The management board ensures that it has in place an effective risk governance system based on an appropriate organisational structure.
Key functions of the risk management system
Sava Re has certain control functions integrated into its organisational structure and decision-making processes: the risk management, internal audit, actuarial and compliance functions, defined under applicable law as key functions of the governance system. These functions are to strengthen the three-lines-of-defence framework in the Company’s risk management system. The key functions are performed independently of each other and of other organisational units of the Company.
Corporate values and code of ethics
In accordance with the Company’s code of ethics, the management and supervisory boards, as well as all Sava Re employees, work in line with our corporate values and high ethical standards, taking into account the interests of all stakeholder groups.
The management and the supervisory boards develop and promote high ethical and professional standards. Implementing appropriate standards of professional and responsible conduct at the Group level may reduce the risk to which companies are exposed.
Governance documents
Articles of Association of Sava Re
Corporate Governance Policy of Sava Re
Rules of Procedure of the General Meeting of Sava Re
Rules of Procedure of the Supervisory Board of Sava Re
Rules of Procedure of the Audit Committee of the Supervisory Board of Sava Re d.d.
Statement of Compliance with the Corporate Governance Code for Listed Companies
Policy and remuneration report
Remuneration of management and supervisory bodies
The 40th general meeting of shareholders of Sava Re, held on 27 May 2024, approved the Directors’ Remuneration Report of Sava Re d.d. for the Financial Year 2023 and the Remuneration Policy for Members of Management and Supervisory Bodies of Sava Re d.d.
The 39th general meeting of shareholders of Sava Re, held on 6 June 2023, approved the Directors’ Remuneration Report of Sava Re d.d. for the Financial Year 2022 (Directors’ Remuneration Report), whereas the consultation vote on the resolution to approve the Remuneration Policy for Members of Management and Supervisory Bodies of Sava Re d.d. (Directors’ Remuneration Policy) was not carried. Although the Directors’ Remuneration Policy is valid and consistent with the law, it is not fully aligned with the recommendations of the shareholder Slovenian Sovereign Holding, which were published on 4 May 2023. The Company will examine the deviations from the recommendations of this shareholder and will put a revised remuneration policy to a vote at the next annual general meeting of Sava Re.
The 38th general meeting of shareholders of Sava Re, held on 23 June 2022, approved the Directors’ Remuneration Report of Sava Re d.d. for the Financial Year 2021 (Directors’ Remuneration Report), whereas the consultation vote on the resolution to approve the Remuneration Policy for Members of Management and Supervisory Bodies of Sava Re d.d. (Directors’ Remuneration Policy) was not carried. Although the Directors’ Remuneration Policy is valid and consistent with the law, it is not fully aligned with the recommendations of the shareholder Slovenian Sovereign Holding, which were published on 16 March 2022. The Company will examine any deviations from the recommendations of this shareholder and will remove them by the next Sava Re annual general meeting.
Compliance
Code of Ethics of the Sava Insurance Group
Engagement Policy of Sava Re d.d.
Agreement to Improve International Tax Compliance and to Implement FATCA
FATCA (Foreign Account Tax Compliance Act) is a United States law that was enacted on 18 March 2010 to enter into force on 1 July 2014. The purpose of FATCA is to improve compliance of U.S. taxpayers who hold financial assets outside the U.S. through the introduction of a reporting regime for financial institutions with respect to such assets.
FATCA requires that non-U.S. financial institutions identify U.S. financial account holders and entities controlled by U.S. taxpayers and report on the financial assets of such entities.
Financial institutions that do not participate in the FATCA regime will be subject to a special FATCA tax of 30 percent on all taxable payments from the U.S., regardless of whether the recipient of such payment is the financial institution itself or its clients.
In order to remove domestic legal impediments to compliance, the U.S. Treasury has collaborated with foreign governments to develop Intergovernmental Agreements (IGA) for FATCA implementation in several forms.
The Agreement between the Government of the Republic of Slovenia and the Government of the United States of America to Improve International Tax Compliance and to Implement FATCA was signed on 2 June 2014. The Agreement follows IGA Model 1, including reciprocity in the exchange of information between the countries and sets out the obligations of Slovenian financial institutions and the Financial Administration of the Republic of Slovenia regarding the implementation of FATCA.
In accordance with the Agreement, the Sava Insurance Group insurers authorised to transact life insurance business (Zavarovalnica Sava d.d., Sava Osiguranje d.d., Sava Životno Osiguranje d.d., Vita, Življenjska Zavarovalnica, d.d., Sava Infond, Družba za Upravljanje, d.o.o. and Illyria Life sh.a.) registered with the U.S. tax authorities to obtain relevant FATCA status.
Pozavarovalnica Sava d.d. (Sava Reinsurance Company), the parent company of the Sava Insurance Group, has not registered with the IRS as under the rules of the Agreement, it is a “non-financial foreign entity” (NFFE).
Zavarovalnica Sava d.d. acts as a lead financial institution for FATCA-relevant members of the Sava Insurance Group for the implementation of FATCA rules and registration with the IRS:
| FATCA-relevant members of the Sava Insurance Group (name registered with the IRS) | Type of registration |
GIIN or FATCA status |
Country |
| Zavarovalnica Sava d.d. | Registered Deemed Compliant Financial Institution, including reporting institutions under the 1 IGA model |
54YL9X.00000.LE.705 |
Slovenia |
| Sava Osiguranje d.d. – Podružnica Hrvatska | Registered Deemed Compliant Financial Institution, including reporting institutions under the 1 IGA model |
54YL9X.00000.BR.191 |
Croatia |
| Sava Životno Osiguranje a.d. | Registered Deemed Compliant Financial Institution, including reporting institutions under the 1 IGA model |
54YL9X.00004.ME.688 |
Serbia |
| Vita, Življenjska Zavarovalnica, d.d. | Registered Deemed Compliant Financial Institution, including reporting institutions under the 1 IGA model |
54YL9X.00007.ME.705 |
Slovenia |
| Sava Infond, Družba za Upravljanje, d.o.o. | Registered Deemed Compliant Financial Institution, including reporting institutions under the 1 IGA model | 7Z3U8U.99999.SL.705 | Slovenia |
| Illyria Life sh.a. | Registered Deemed Compliant Financial Institution, including reporting institutions under the 1 IGA model |
54YL9X.00003.ME.901 |
Kosovo |
The Sava Insurance Group is FATCA compliant and implements FATCA rules as from 1 July 2014. Individual Sava Insurance Group members offer neither legal nor tax advice on U.S. taxation nor services regarding the tax obligations of persons in the United States of America.
Useful links:
USA:
U.S. Department of the Treasury – Foreign Account Tax Compliance Act
Slovenia:
Financial Administration – FATCA
European Commission:
European Commission – Fight Against VAT fraud
OECD:
OECD – Tax transparency and international co-operation
Please find detailed information in the attached brochure.