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.

 

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”.

Statement of compliance with Corporate Governance Code

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”.

Statement of compliance with the Corporate Governance Code

Pursuant to the Rules of the Ljubljana Stock Exchange, d.d., Ljubljana and relevant legislation, Sava Re, d.d., Ljubljana, hereby 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 31 March 2017 – 28 March 2018.

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. for 2017.

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, hereby announces the following:

The management board and the supervisory board of Sava Re, d.d. hereby publish a statement on the compliance with the Corporate Governance Code for Public Joint-Stock Companies for the period 31 March 2016 – 31 March 2017.

The Statement of Compliance with the Corporate Governance Code for Public Joint-Stock Companies is available in the attachment hereto and is also part of the Audited Annual Report of the Sava Re Group and Sava Reinsurance Company 2016. 

Statement of Compliance with the Corporate Governance Code for Public Joint-Stock Companies

Pursuant to the Rules of the Ljubljana Stock Exchange, d.d., Ljubljana and relevant legislation, Sava Reinsurance Company d.d., Ljubljana, hereby announces the following: 

The Management Board and the Supervisory Board of Sava Reinsurance Company d.d. hereby publish a statement on the compliance with the Corporate Governance Code for Public Joint-Stock Companies for the period 30 March 2015 – 30 March 2016.  

The Statement of Compliance with the Corporate Governance Code for Public Joint-Stock Companies is available in the attachment hereto and is also part of the Audited Annual Report of the Sava Re Group and Sava Reinsurance Company 2015.  

This announcement will be available on the Company’s website www.sava-re.si (Company/Corporate Governance/Statement of Compliance), at least five years from the date of the announcement.

Statement of Compliance with the Corporate Governance Code for Public Joint-Stock Companies

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.

Articles of association of Sava Re

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.

Rules of procedure of the general meeting of Sava Re

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.

The Company has established the following supervisory board committees

Supervisory board committees

The supervisory board may establish one or more committees that consider 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 exclusive 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, are presented in the Company’s annual report section “Report of the supervisory board”.

 

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 are renewable without limitations. No member of the management board has 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, 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.

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. Remuneration, reimbursements and other benefits of the management board members are set out in the employment contracts made between the Company and each management board member. The methodology used to establish 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 the 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 from each other and from other organisational units of the Company.

Corporate values and ethical code of conduct

The management and supervisory boards as well as all Sava Re employees, in following the Company’s code of ethics, work in line with our corporate values and high ethical standards, and take 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.

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Sklenite zavarovanje ali Pridobite ponudbo

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SKLENITE ZAVAROVANJE ali PRIDOBITE PONUDBO

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