Corporate governance

CG codes:

Standards of corporate governance are defined by different reference codes with respect to the type of company. Companies that are obliged to audit have to prepare a CG statement and code compliance within the scope of its annual report they can select a reference code that is relevant to them:

Slovenian Corporate Governance Code for Listed Companies

Reasons for the revision of the Code

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09. 12. 2021 - Guidelines and codes kodeks, javne delniške družbe

Corporate Governance Code for Unlisted Companies

The Corporate Governance Code for Unlisted Companies (herei ...

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01. 05. 2016 - Guidelines and codes

Corporate Governance Code for State-Owned Enterprises

The Code is addressed to state-owned enterprises (SOEs). It ...

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01. 03. 2021 - Guidelines and codes

Disclosures of deviations from the Code and "comply or explain principle"

Companies that choose to complyone of the reference codes have to disclose their deviations from the code. The purpose of disclosure is to present the specifics of company’s corporate governance to investors and other stakeholders. In doing so, it is vital that the company assesses on its own which code practice will follow. Deviations from the recommendations in the reference code are to be explained in a manner presenting the reasons for having assessed a recommendation as inappropriate for the company and presenting an alternative solution that is more appropriate with respect to the company’s special features. This way, a company provides the transparency of the corporate governance model for the company and enables shareholders, investors and other stakeholders to assess the quality of governance at that company. The purpose of the statement on compliance, therefore, is not to “blindly” follow all provisions of the code, as the  recommendation in the code fails to present the best solution for all companies.

Monitoring Reports of CG compiances on Slovenia:

• *Report on compliance with the CG code for listed companies in Slovenia for the 2015: Poročilo o analizi skladnosti s Kodeksom upravljanja javnih delniških družb v Sloveniji v letu 2015, 2016
• *Practical guidance for quality explanations in CG statements on compliance: Praktični napotki za kakovostna pojasnila v izjavah o upravljanju, 2016
• *Analysis of compliance with the CG code for listed companies in Slovenia 2011-2014: Analiza skladnosti s Kodeksom upravljanja javnih delniških družb v Sloveniji za obdobje 2011-2014, 2015
• *Analysis of disclosures of deviations in statements: Analiza razkritij odstopanj v izjavah o skladnosti s Kodeksom, 2012

*only in Slovene language

Governance in companies with capital assets of the state

Slovenia still has a large share of companies with capital assets of the State and their governance is regulated by different acts and guidelines of the Slovenian Sovereign Holding 

Best practice recommendations:

Recommended reading:

>>> more in the Slovene language

Bank Governance

Due to the specific position and importance of banks for the national economy, they are subject to a series of other regulations and guidelines of best practices as accepted by national or European regulators or relevant CG codes' custodians.

Legislation:

• Zakon o bančništvu – ZBan-3
• Sklep o skrbnosti članov uprave in nadzornega sveta bank in hranilnic, UR.l.RS, št. 62/11 in sklep o dopolnitvah Ur.l.RS, št. 74/13

Recommended reading:

Internal Group Governance

Recommended reading: