ENGLISH

Audit Committee

The audit committee of a supervisory board is a body subordinate to the supervisory board. The establishment of an audit committee in no aspect changes the responsibility of a supervisory board as laid down in the legislation.
Its task is to support the supervisory board in areas in which it specialises. The decisions and measures adopted by a supervisory board based on the support provided by the audit committee fall within the responsibility of the supervisory board. An audit committee cannot decide on issues that fall within the competence of the supervisory board. The workers’ council has the right to appoint an employee representative in supervisory board and management board committees.

Good practice recommendations:

Work priorities for audit committees in 2017/2018

Recommendations for audit committees Audit committee
evaluation


Companies Act (July 2015), Official Gazette of the Republic of Slovenia, No. . 55/15:
  • Article 280 of the Companies Act: Members of an audit committee may be only supervisory board members who are independent of the entity audited. All members of an audit committee shall be adequately trained for the area of operations of the entity audited. An audit committee shall have the following additional tasks:
     - to report to the supervisory board about the results of the statutory audit, including an explanation of how the latter contributed to the completeness of financial reporting and what role was played by the audit committee in the procedure;
     - to cooperate with the internal auditor, particularly through mutual provision of information about main issues relating to an internal audit.
  • Article 281 of the Companies Act: The chairperson of a supervisory board also represents a company upon the conclusion of a contract with the auditor of the annual and consolidated annual report.
  • Article 691 of the Companies Act: A fine between €1,000 and €5,000 for an offence shall be imposed on a member of a supervisory board committee if they decide on issues that fall within the competence of the supervisory board or management board.
Banking Act (May 2015), Official Gazette of the Republic of Slovenia, No. 25/15:
  • Article 49 of the Banking Act: notwithstanding the provisions of the Companies Act, members of supervisory board committees shall only be members of the bank’s supervisory board (i.e. there can no longer be any external members of supervisory board committees). A bank’s management board is to ensure that supervisory board committees have sufficient human and financial resources for the implementation of their tasks, including the possibility of using external consultants.


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