The Supervisory Board of Pošta Slovenije d. o. o. met at eight regular meetings, eight correspondence meetings and three extraordinary meetings in 2012, at which it supervised the Company's operations in accordance with the law and the diligence prescribed therein. The meetings were convened in writing and the agenda determined by the Chairman of the Supervisory Board. All members of the Supervisory Board performed their functions conscientiously in 2012. They regularly attended meetings, participated in discussions and were active in the decision-making process.
Pursuant to Pošta Slovenije d. o. o.'s Articles of Association, the Supervisory Board comprises six members. Four members are appointed by the Company's founder, while two are elected by Pošta Slovenije d. o. o.'s works council. Members of the Supervisory Board are appointed or elected for a period of four years and may be re-elected.
The Supervisory Board comprised the following members in 2012:
The members of the Supervisory Board are independent, and take into account the Company's objectives, to which any differing personal or individual interests are subordinated, in the performance of their function. The necessary economic and legal knowledge of members ensures the effective and professional work of the Supervisory Board. The Supervisory Board works with the members of the audit and human resource committee, who are likewise recognised experts in the fields of auditing, economics and law.
At its meetings, the Supervisory Board was briefed on the Pošta Slovenije d. o. o.'s 2011 annual report, current operations on the basis of the Executive Management's reports, changes to operating conditions with respect to the business plan and on the Company's operating plans for the future. It verified the formal aspects of the Company's annual report for the 2012 financial year, which was compiled by the prescribed deadline. Based on the findings of the Executive Management and the auditor and a detailed review, the annual report comprises all elements prescribed by the currently valid Companies Act (hereinafter: the ZGD-1). The annual report also contains an introduction that includes highlights of the Company's operations in 2012, a presentation of and general data regarding the Company, significant events and the Company's achievements after the balance sheet date, an introductory statement by the General Manager and the report of the Chairman of the Company's Supervisory Board. The Business Report follows, highlighting the mission, vision and strategic policies of the Company, the macroeconomic environment, a detailed account of the quality management and corporate governance systems, risk management, a performance analysis, the performance of individual business lines and the Company's planned course of development. The Business Report is followed by the Financial Report, in which all required financial statements of the Company for the 2012 financial year are presented, with the associated notes to the financial statements and disclosures: the income statement, the statement of comprehensive income, the balance sheet, the statement of changes in equity and the cash flow statement. The annual report of Pošta Slovenije d. o. o. for the 2012 financial year was audited by the auditor appointed by the general meeting, Deloitte revizija d. o. o. The annual report therefore includes the auditor's report and the proposal on the use of distributable profit submitted to the general meeting.
Pursuant to the third paragraph of Article 272 of the ZGD-1, the Executive Management of Pošta Slovenije d. o. o. submitted the Company's annual report for the 2012 financial year to the Supervisory Board by the prescribed deadline, taking full account of the provisions of the ZGD-1. The aforementioned report included the audited financial statements and the proposal on the use of distributable profit that will be submitted to the Company's sole owner.
Pursuant to the Slovenian Accounting Standards, the distributable profit of Pošta Slovenije d. o. o. for 2012 amounts to EUR 21,636,015, as confirmed by the certified auditor. The Executive Management's proposal is in line with the provisions of Articles 230 and 282 of the ZGD-1. The Executive Management and the Supervisory Board therefore recommend that the Company's sole owner adopt a resolution, whereby Pošta Slovenije d. o. o.'s distributable profit for 2012 be allocated in its entirety to other profit reserves.
The Supervisory Board met with the Executive Management in two compositions during 2012. Following the departure of Aleš Hauc in April, the Supervisory Board appointed Boris Novak, MSc General Manager of Pošta Slovenije d. o. o. in May 2012. Both general managers, the Deputy General Manager Igor Marinič, MSc and member of the Executive Management Vinko Filipič worked well with the Supervisory Board. Good cooperation between the members of the Supervisory Board and between the Supervisory Board and Executive Management was facilitated by the adoption of competent decisions in accordance with the law and relevant authorisations. The Executive Management submitted the requisite documents, data and information to the Supervisory Board in a timely manner, as well as reports and materials, such that the members of the Supervisory Board were well-prepared for discussions and decision making at meetings.
The Executive Management functioned in accordance with the powers and authorisations vested in it by the law and the Company's Articles of Association, and took into account the Supervisory Board's recommendations. The latter was briefed on the work of the Executive Management during the financial year primarily at the Supervisory Board's meetings and indirectly through the reports of the Supervisory Board's audit committee. The human resource committee reviewed materials relating to human resource issues in advance, and prepared the bases for decisions. The Supervisory Board finds that the Executive Management successfully addressed the continuing economic and financial crisis and followed the short-term and current long-term development objectives of the Company set out in key planning documents: the business plan for 2012 and the Strategic Development Programme for the period from 2007 – 2015. The Executive Management continuously monitored the macroeconomic environment and the immediate business environment in which the Company operates. Based on an analysis of individual risks, it continuously managed and adopted measures as a response to opportunities and challenges as they arose. A significant challenge in previous years and particularly in 2012 were and will continue to be the operating conditions resulting from the Postal Services Act and the liberalisation of the postal services market. This is an area in which a great deal was accomplished in previous financial years, and an area in which the Executive Management, the Supervisory Board and the Company as a whole will continuously face new challenges and opportunities. How successfully Pošta Slovenije rises to these challenges and the timely recognition of opportunities will have a significant impact on both the short-term and long-term operations of the Company. The Executive Management also continuously strove to follow the recommendations of contemporary corporate governance. The Supervisory Board finds that communication with the Executive Management was positive and appropriate in terms of communicating with the Supervisory Board for the effective execution of its supervisory function.
In the scope of its function, the Supervisory Board monitored the work of the Executive Management during the financial year between individual meetings of the Supervisory Board based on reports of the Executive Management, which are a constant element of regular meetings. The Supervisory Board was regularly briefed on the operations of Pošta Slovenije d. o. o. during specific periods of the year, and for the 2012 financial year as a whole. It was also constantly briefed on the operations of companies linked through capital investments to Pošta Slovenije d. o. o., approved the Company's annual report for 2011 and proposed the distribution of profits to the founder in line with the Executive Management's initial proposal. The Supervisory Board discussed the proposed appointment of an auditor for the 2012 financial year and forwarded the proposal to the founder. It approved the Company's business plan for 2013 with projections for 2014 and 2015, and the revision thereto. It regularly monitored changes in the prices of services provided by the Company on the market. In line with the Company's Articles of Association, the Supervisory Board instructed the General Manager to vote at the general meetings of Nova KBM d.d., EPPS d. o. o. and Feniksšped d. o. o. To that end, it was also briefed on the decision of the Securities Market Agency regarding the exercising of voting rights at Nova KBM d.d. and approved the conclusion of individual legal transactions as required by the Articles of Association. Due to the expiration of the term of office of one member of the Executive Management and the resignation of the Company's General Manager Aleš Hauc, a tender procedure was executed in which Vinko Filipič was reappointed member of the Executive Management and Boris Novak, MSc was appointed as the new General Manager. On the basis of reports from the Company's Executive Management, the Supervisory Board was briefed on plans to replace declining services with new services, with special emphasis placed on new information services. It approved information regarding the transformation of post offices into contracted post offices, regarding the establishment of a subsidiary for online sales and regarding the termination of the position of procurator and the appointment of authorised representatives of the Executive Management. It was also briefed on the human resource strategy until 2015. The Supervisory Board discussed the report on loss events and the amount of associated damages and measures implemented in the area of corporate security in 2011, and the report of the Court of Auditors of the Republic of Slovenia on Pošta Slovenije's operations in the delivery of unaddressed publications, with the "Executive Management's clarifications to the audit report of the Court of Auditors of the Republic of Slovenia". It was also briefed on the plan and timetable of activities relating to the drafting of the new Strategic Development Programme for the period 2011 – 2015 and on risk management, and gave special attention to discussions regarding the timetable for implementing investments set out in the annual business plan. The Supervisory Board approved the proposal on the payment of the performance-related portion of wages.
The Company's Executive Management continued its work in 2012 in the following composition: Aleš Hauc, General Manager, Igor Marinič, MSc, Deputy General Manager and Vinko Filipič, member of the Executive Management. Following the departure of Aleš Hauc in April, the Supervisory Board appointed Boris Novak, MSc General Manager in May 2012.
In assessing the operations of Pošta Slovenije d. o. o. during 2012, the Supervisory Board gave particular attention to the effectiveness and efficiency of operations, to ensuring that the activities of the Company's Executive Management are aimed at mitigating the negative effects of the economic and financial crisis, and to the long-term generation of positive value for owners.
The Supervisory Board thus assesses that Pošta Slovenije d. o. o.'s Executive Management performed well in 2012 and achieved its key objectives in relatively unfavourable operating conditions.
The audit committee of Pošta Slovenije d. o. o.'s Supervisory Board met at eight regular meetings and two correspondence meetings in 2012 in the following composition: President Barbara Gorjup, MSc and members Samo Sanzin, Božidar Pograjc and Maja Zaman Groff, PhD as an external member. The audit committee carried out its tasks in accordance with its legal powers, the audit committee's adopted work plan for 2012 and resolutions of the Supervisory Board. It participated in the drafting of a public tender and the selection of an auditor to audit the annual report and separate annual financial statements of Pošta Slovenije d. o. o., as the provider of universal postal services, for 2012, 2013 and 2014. It was briefed on the findings from the preliminary audit of the Company's 2011 financial statements, conducted by ABC revizija d. o. o., and on Pošta Slovenije d. o. o.'s operations in 2011. The audit committee reviewed Pošta Slovenije d. o. o.'s unaudited annual report for 2011. It was briefed on the Internal Audit Department's annual report for 2011, on the Internal Audit Department's work plan for 2012, on interim reports on the Internal Audit Department's work, and on the report on the implementation of the Internal Audit Department's recommendations. The audit committee was also briefed on the annual risk management report of Pošta Slovenije d. o. o. for 2011 and on the Company's risk management plan for 2012, including financial assessments. The audit committee was briefed at all meetings on interim assessments of Pošta Slovenije d. o. o.'s operations and gave special attention to financial and accounting data. It issued several recommendations to improve the Pošta Slovenije Group's reporting system, in terms of the financial statements and the notes thereto, and the relevance of a reporting system for other areas of operations. The audit committee was briefed on the findings from the audit of the Pošta Slovenije d. o. o.'s 2011 financial statements, on the Company's annual report for 2011, on the auditor's opinion and on the letter to the Executive Management from the audit company ABC revizija d. o. o. It drafted a report on the audit committee's work in 2011 with an assessment of the 2011 annual report. At the same time, the audit committee submitted its proposal to the Supervisory Board on the appointment of an auditor to audit Pošta Slovenije's 2012 annual report. It was briefed on the agreement on the auditing of Pošta Slovenije d. o. o.'s 2012 annual report, and on the timetable and proposed content of the preliminary audit of the Company's 2012 financial statements. The audit committee discussed information regarding the operations of companies linked to Pošta Slovenije d. o. o. through capital investments in 2011 and their plans for 2012, and was regularly briefed on interim assessments of their operations. It discussed the response report regarding the implementation of recommendations of the Court of Auditors of the Republic of Slovenia with respect to the audit of Pošta Slovenije d. o. o.'s operations in the delivery of unaddressed publications, and was briefed on the post-audit report of the Court of Auditors of the Republic of Slovenia with respect to the audit of Pošta Slovenije d. o. o.'s operations in the delivery of unaddressed publications from 2007 to 2010. It discussed the proposed revision to Pošta Slovenije d. o. o.'s business plan for the 2012 financial year, and recommended that the Supervisory Board give its approval. The audit committee was also briefed on the rationalisation of the operations of the subsidiary EPPS d. o. o., with the proposed revision to the company's business plan for 2012. It discussed Pošta Slovenije d. o. o.'s business plan for 2013 with projections for 2014 and 2015 and was briefed on the findings from the preliminary audit of the Pošta Slovenije d. o. o.'s 2012 financial statements, conducted by the audit firm Deloitte revizija d. o. o. It was briefed on the method for calculating the economic justification of individual investment projects at Pošta Slovenije d. o. o. and the Company's rules on financial operations. The audit committee adopted its work plan for 2013 and carried out a self-assessment of its work in 2012, and thus established the basis for its work in the coming year.
All members were present at meetings of the audit committee. The members of the Supervisory Board who are not members of the audit committee received minutes of the committee's meetings informing them about the committee's work. The audit committee also regularly reports on its findings at meetings of the Supervisory Board.
The Supervisory Board's audit committee carefully examined Pošta Slovenije d. o. o.'s annual report for 2012, as submitted by the Company's Executive Management. The audit committee finds that the annual report was compiled in a timely, clear and transparent manner and in accordance with the provisions of the Companies Act (hereinafter: the ZGD-1) and the Slovenian Accounting Standards (hereinafter: the SAS).
The annual report of Pošta Slovenije d. o. o. for 2012 comprises the four substantive sections listed below, which follow the sections significant operating indicators, significant events in 2012, the General Manager's statement and the report of the Supervisory Board:
1. general data regarding Pošta Slovenije d. o. o., including a company ID card, definition of principle activities, the Company's governance bodies and its organisational structure;
2. the business report, including the mission, vision and strategic objectives of Pošta Slovenije d. o. o., the macroeconomic environment, marketing and sales (services, international cooperation, postage stamps and philatelic products, and market communication and brand management), postal network and logistics, quality management, purchasing, investments, information technology, risks, internal auditing and security, business analysis, post-balance sheet events, and plans for the future;
3. the social responsibility report, including human resource management, corporate social responsibility and environmental responsibility; and
4. the financial report, including the auditor's report, the financial statements, and the notes to the financial statements, transactions with associated parties and post-balance sheet events.
The financial statements of Pošta Slovenije d. o. o. for 2012 were audited by the audit firm Deloitte revizija d. o. o., which was appointed by the Capital Assets Management Agency under resolution no. 4-28/2012-200 of 11 October 2012, with the prior consent of the Slovenian government to the exercising of founder's rights, no. 47607-54/2012/5 of 27 September 2012. On 26 April 2013 the auditor issued a positive opinion regarding Pošta Slovenije d. o. o.'s financial statements for 2012 with accompanying notes, and informed the Company that it had reviewed the business report section of the annual report and confirmed that the information contained in the business report is in line with the Company's audited financial statements.
The audit committee carefully examined the auditor's report, which includes the latter's positive opinion. Based on data and disclosures in Pošta Slovenije d. o. o.'s annual report for 2012, additional clarifications from expert offices, the auditor's clarifications and its independent report on the Company's financial statements, the audit committee assesses that:
The audit committee has no comments on Pošta Slovenije d. o. o.'s annual report for 2012, and therefore proposes that the Supervisory Board adopt a decision to approve the Company's annual report for 2012 in accordance with Article 282 of the ZGD-1.
The audit committee likewise has no comments on the Executive Management's proposal regarding the use of distributable profit for 2012. It therefore recommends that the Executive Management and Supervisory Board, in accordance with Articles 230 and 282 of the ZGD-1, propose that the Company's founder adopt a resolution, whereby Pošta Slovenije d. o. o.'s distributable profit for 2012 in the amount of EUR 21,636,015 be allocated to other profit reserves.
The human resource committee comprises Davorin Kračun, PhD, President of the committee, and Peter Premk and Borut Bratina, PhD, who is an external member. The committee held three regular meetings and one correspondence meeting in 2012, at which it drafted proposals for the Supervisory Board regarding the appointment of the Company's General Manager.
The Supervisory Board carefully examined the auditor's report, which includes the latter's positive opinion. Given the content and additional information available to it, the Supervisory Board finds that the auditor performed its work professionally and in line with valid legislation and business practices. The Supervisory Board has no remarks regarding the auditor's report.
The Supervisory Board carefully examined Pošta Slovenije d. o. o.'s annual report for 2012, as submitted by the Company's Executive Management. The annual report was compiled in a clear and transparent manner, and the Supervisory Board assesses that it presents a true and fair picture of the Company's assets and liabilities, and of its financial position and operating results in 2012. The Supervisory Board has no comments that would in any way inhibit its decision to approve the annual report. The Supervisory Board therefore approved the annual report of Pošta Slovenije d. o. o. for the 2012 financial year pursuant to the third paragraph of Article 282 of the ZGD-1. The 2012 annual report was approved by the prescribed deadline, i.e. one month from its submission to the Supervisory Board by the Company's Executive Management.
The report on the verification of the annual report of Pošta Slovenije d. o. o. for the 2012 financial year and the proposal on the use of distributable profit were compiled in accordance with Article 282 of the ZGD-1, and intended for Pošta Slovenije d. o. o.'s sole owner.
Maribor, 24 May 2013
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Davorin Kračun, PhD Chairman of the Supervisory Board
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