4 travnja 2017

Corporate bodies

Corporate bodies of the Company are the Management Board, the Supervisory Board and the General Assembly. The members of the Company’s corporate bodies are required to perform their rights and obligations in the manner as shall be in the best interest of the Company. The members of the Supervisory Board and the Management Board are elected and appointed in accordance with the Companies Act and the Company’s Articles of Association, which contain no limitations on diversity in respect age, gender, education or profession.

General Assembly

The meetings of the Company’s General Assembly are convened and held in accordance with the Companies Act and the Company’s Articles of Association and the General Assembly is competent for matters as set out in the Companies Act and the Company’s Articles of Association. The notices and the decisions proposed for discussion and adopted at General Assembly meetings are publicly announced in accordance with the Companies Act, the Company’s Articles of Association, the Capital Market Act and Rules of the Zagreb Stock Exchange, including announcements on the websites of the Company, the Zagreb Stock Exchange and the court register. Under the current Articles of  association of the Company, there is no requirement for the shareholders to register their attendance at the General Assembly meetings in advance and a shareholder registered in the Company’s share register kept by the Central Depository & Clearing Company Inc. on the 21st day before the day of the General Assembly meeting (excluding the day of the General Assembly meeting) is entitled to participate and to vote at the General Assembly. There are no Company shares with special control rights and there are no limitations to voting rights arising from the Company shares. Each Company share gives right to one vote in the General Assembly of the Company. The General Assembly is, inter alia, competent for amending the Company’s Articles of Association by decision adopted with the majority of 3/4 of share capital represented the General Assembly (except in relation to the authorised share capital, which decision is adopted with qualified majority of 9/10 of the share capital represented at the General Assembly). Under the current Articles of Association of the Company, the Management Board may decide, with the approval of the Supervisory Board, upon authorised share capital by issuing new shares up to an amount of HRK 51,287,210, with exclusion of shareholders’ preemptive rights in case of share capital increase up to an amount of HRK 20,000,000 in connection with acquisition of shareholdings in companies, or acquisition of assets or rights related to hospitality activities from persons, not affiliated with the Company. Pursuant to the decision of the General Assembly dated 30 August 2017, the Company may acquire treasury shares.

Supervisory Board

The Supervisory Board of the Company consists of seven members, whereof six members are elected by the General Assembly of the Company and one member may be appointed by the Company’s employees’ council. Under the Company’s Articles of Association, the mandate of Supervisory Board members is up to four years and the current members of the Supervisory Board have been elected and appointed for the mandate from 5 September 2018 until closing of the General Assembly meeting to decide upon granting discharge to members of the Supervisory Board for their work in 2019. A Supervisory Board member may be recalled before expiry of his mandate by the decision of the General Assembly adopted with the majority of 3/4 of votes cast or by the decision of the Company’s employees’ council respectively. The authorities and the operation of the Supervisory Board are regulated by the Company’s Articles of Association and the Rules of Procedure of the Supervisory Board, in line with the provisions of the Companies Act. As at 31 December 2018, the members of the Supervisory Board are: Boris Ernest Ivesha (Chairman), Yoav Arie Papouchado (Vice- Chairman), Kevin Michael McAuliffe, Abraham Thomas, Amra Pende, Lorena Škuflić and Vehbija Mustafić. Pursuant to the Company’s Articles of Association and the decision of the General Assembly, members of the Supervisory Board are entitled to fixed monthly remuneration for their work in the Supervisory Board. Supervisory Board members also acting as members of committees established by the Supervisory Board are not entitled to a special remuneration for their work in these committees.

Management Board

The Management Board of the Company consists of min. two and max. five members appointed by the Supervisory Board for the mandate of up to five years. As at 31 December 2018, the members of the Management Board are: Reuel Israel Gavriel Slonim (President), Milena Perković and Manuela Kraljević (members). A fourth member of the Management Board (Devansh Bakshi) was appointed by the Supervisory Board on 30 October 2018 with effect from 1 February 2019. The mandate of appointed members of the Management Board expires on 6 September 2019 and they may be recalled before mandate expiry by the decision of the Supervisory Board adopted in accordance with provisions of the Companies Act and the Company’s Articles of Association. The authorities and the operation of the Management Board are regulated by the Company’s Articles of Association and the Rules of Procedure of the Management Board, in line with the provisions of the Companies Act. In particular, the Management Board has overall responsibility for the internal control and risk management processes, including that adequate accounting records are maintained and transactions are recorded accurately and fairly. The Management Board provides information on the nature of the risks and the actions to mitigate risk exposure.