Principles of SSH's operation

During its operation, SSH takes into account the following principles:

  • the principle of responsibility and due care,
  • the principle of independence
  • the principle of transparency
  • the principle of economy.

 

The principle of responsibility and due care

 

Members of the SSH bodies must act with the diligence of a prudent and fair businessman when exercising their duties. They must act solely in the interest of SSH, and, when managing assets of the Republic of Slovenia, solely in the interest of the Republic of Slovenia. They must constantly strive to improve corporate governance of these companies and be an example of a responsible and diligent asset manager for other shareholders. During its operation, SSH takes into account Slovenian and international recommendations and good practice in corporate governance.

 

Members of bodies and other persons in authority must act responsibly when managing assets and carrying out their duties. A responsible conduct on the part of members of bodies and other persons in authority at SSH is provided by formulating, documenting and overseeing the following matters:      

 

SSH management and operation under applicable regulations and in line with the objectives, the strategy and the annual plan for asset management;

  • having in the SSH’s internal legal documents clearly established rights, obligations and responsibilities on the part of individual members and holders of functions in regard to the management of assets;
  • the establishment and functioning of internal policies and the composition of SSH which will enable and provide for an efficient system of control and management of assets of SSH in daughter companies in line with the objectives, the strategy and the annual plan for asset management;
  • the suitability and efficiency of the internal control system;
  • the suitability and efficiency of the internal risk management system (in regard to organisation, legal aspects and finances, etc.);
  • the implementation of provisions of Chapter 6 of ZSDH-1 which stipulates measures for enhancing integrity and responsibility and limitation of risks of corruption, conflict of interest and abuse of internal information when managing assets of the State, together with the supervision and reporting to SSH;
  • the efficiency of systems of internal information and reporting and relations to responsible bodies;
  • the policy regarding the operation and suitability of the appointed members of the corporate bodies of SSH;
  • documenting by way of minutes the sessions of the SSH’s Management Board and Supervisory Board and providing for transcripts of audio records of the sessions of the SSH’s Management Board and Supervisory Board and other significant documentation on the basis of which the performance and the due diligence and responsibility of members of corporate bodies and other persons responsible at SSH may be assessed.

 

The principle of independence

 

SSH and its bodies are not obliged to follow the instructions of state authorities or third persons and when carrying out duties in accordance with this law, they must act independently and autonomously. The exception is the provision of ZSDH-1 on mandatory observance of objectives determined in the strategy and other legal documents concerning asset management, the provisions of the said law in regard to the disposal of assets until the adoption of the Strategy in asset management, and potential provisions of special legislation which applies for individual assets.

 

The above stated does not mean that communication between SSH and state authorities and other entities of the public law is prohibited, but it must be traceable. The method for the provision of traceability is determined with SSH’s internal legal documents. The communication with state authorities or any other entity functioning under public law does not have the nature of a mandatory instruction and it is not binding on the SSH’s corporate bodies which, in spite of viewpoints potentially expressed by state authorities and other entities of public law, are fully responsible for their decisions in accordance with the law regulating companies and in accordance with ZSDH-1.

 

 

The principle of transparency

 

When managing assets, the adopted legal documents concerning asset management must be observed, as well as stipulated procedures and criteria for asset management - related decision making. The transparency is provided for in making decisions and in providing for responsibility and accountability as well as the traceability of potential attempts by influences of a non-public nature on the decisions made by SSH’s corporate bodies.

 

Assets must be managed as transparently as possible for the benefit of state-owned enterprises, other shareholders in these companies and for the public.

 


The principle of economy

 

When managing capital assets of the State, effective and efficient conduct must be enabled by allowing the possibility to achieve goals defined in the legal documents concerning asset management stipulated by ZSDH-1.

 

SSH monitors the efficiency of SSH’s operations and of the state-owned enterprises on the basis of benchmarking against comparable foreign or domestic investments made by the public or private sector, and takes into consideration the industry, size, complexity, risks, market position and other characteristics of the entities compared. The monitoring of the dynamics of efficiency is adapted and it is subject to the legal form of a state-owned enterprise whereby SSH must diligently exercise its rights held in accordance with the law regulating companies. Continuity of time and content, which must also provide for current operation and monitoring of trends, must be expressed in the benchmarks referred to in the preceding sentence in order to qualify for a suitable comparison.

 

SSH shall establish the risk management system which includes the following:

  • the establishment of risks and monitoring of risks as regards the implementation of individual goals and in regard to the type of risk and its significance;
  • a proper assessment of risks and the provision of a proper management of risks.

SSH shall observe the findings referred to in the preceding sentence during current operations and when preparing proposals for the legal documents regarding asset management.