Asset Management Tasks and Methods 

From reporting  to overseeing SOEs' performance

SSH's tasks

Slovenian Sovereign Holding manages state assets in accordance with ZSDH-1, the act governing companies, other acts and regulations, Articles of Association and other legal documents related to asset management, taking into consideration the legal form of an individual company, and in line with good practice in corporate governance. When managing state assets, SSH must follow the principle of responsibility and due care, the principle of independence, the principle of transparency and the principle of economy, the content of which is defined by ZSDH-1.

Within the scope of asset management, SSH mainly carries out the following duties and activities:

  • participates at General Meetings exercising voting rights;
  • provides for the exercise of other rights of a shareholder or member such as the convocation of General Meetings, extensions of agenda, lodges applications for a special audit review, an extraordinary audit review and files compensation claims and similar;
  • provides for the legal protection of the rights of the shareholder or member and acts as the authorised person representing the shareholder in administrative procedures, judicial proceedings and other procedures;
  • in terms of the content, provides for a suitable evaluation of individual AGM resolution proposals and for the observance of provisions of the statutory provisions and legal documents related to state asset management;
  • develops a suitably designed and transparent procedure regarding the accreditation, nomination and selection of candidates for members of SOEs Supervisory Boards, and provides for their implementation;


  • ensures that the remuneration systems regarding the Supervisory Board members of SOEs will satisfy the long-term interests of a company and attract and promote qualified experts to run for the membership in SOEs Supervisory Boards;
  • in accordance with applicable regulations, establishes reporting systems which enable the legal protection of SSH and the Republic of Slovenia as a shareholder or a company member, and the evaluation of management systems applied for an individual company;
  • concludes shareholders agreements or other agreements in which the rights and obligations by and between SSH, the Republic of Slovenia and third persons are defined in regard to the management or disposal of assets;
  • promotes and within the scope of its rights, ensures good corporate governance systems in an individual SOE;
  • acquires capital assets by incorporating and purchasing companies or increasing capital in companies;
  • disposes of individual state assets within the scope and in a manner as stipulated by ZSDH 1 and legal documents regarding state assets management.

From reporting  to overseeing SOEs' performance.

SSH Methods for Asset Management

The Management Boards of companies owned by the Slovenian Sovereign Holding (SSH) and the Republic of Slovenia are responsible for operating results and consequently for the companies’ performance, whereas the Supervisory Boards are responsible for an efficient supervision over the operations and the work carried out by the Management Boards. As a responsible and diligent asset manager, the SSH will manage these assets and consider the performance of companies in the following manner:

  • by conducting regular interviews with Supervisory Boards and/or Management Boards of companies (all members of both corporate bodies will be invited). Such meetings will enable a more direct discussion on current issues and a faster determination of measures for the resolution of potential problems,
  • by providing potential feedback from SSH to companies which may include a submitted written document together with comments and recommendations and viewpoints in regard to the company’s future operations and the achievement of the set goals,
  • by organizing meetings when unexpected but particularly significant events may arise which may have an impact to the achievement of the set goals and the value of a company,
  • by taking measures in a case of serious lagging behind the approved business plan: SSH will demand from the Supervisory Board and the Management Board to provide SSH with an instant information regarding the situation and reasons for its occurrence, together with a list of adopted and envisaged measures for the improvement of the situation; SSH will also require from the Boards to regularly inform SSH on the progress in the implementation of these measures ,
  • when necessary, by applying other methods for the obtaining of information which will contribute to have a better insight into operations (as for example, cooperation with auditors).



How SSH exercises the rights of the shareholders

SSH exercises the shareholder’s rights in accordance with ZGD-1 while also taking into consideration other legal documents which refer to the good practice of corporate governance and which have been approved by SSH:

in particular, the Corporate Governance Code for SOEs

or which have been approved by a professional association in particular, the Corporate Governance Code for Listed Companies

SSH also follows legal documents in which viewpoints held by SSH in regard to some aspects of asset management are stated in particular, SSH Recommendations and Expectations

Platform of Slovenian Sovereign Holding for Voting on General Meetings of Companies and SSH Asset Management Policy

Exercising of shareholder’s rights includes the exercise of the following core corporate rights:

Rights to governance:

  • the right to participate at the annual General Meeting,
  • the voting right which is exercised at the General Meeting in matters falling under the responsibility of the General Meeting,
  • the right to information.


Property rights:

  • the right to participate in the profit for appropriation generated by the company,
  • the right to company’s assets left after all debts of creditors have been satisfied in a case of the company’s liquidation.


Rights exercised by SSH at the General Meeting of companies or outside the General Meeting:

Rights arising from responsibilities pertaining to the General Meeting of a company in regard to which SSH participates by exercising the right to participate at the annual General Meeting and the right to vote at the annual General Meeting, are as follow:

a. personnel decisions: 

  • the appointment and dismissal of members of the Supervisory or Management Boards,
  • making decisions on granting the discharge to the members of corporate bodies of management or supervision,
  • a motion of no confidence,
  • the appointment of auditors;

b. business decisions:

  • the information about and the adoption of the Annual Report,
  • decision making in regard to the distribution of the profit for appropriation,
  • granting consents to business decisions;

c. core corporate decisions:

  • the adoption of and the modification of the Articles of Association of a company,
  • making decisions in regard to measures for capital increases or decreases in capital,
  • the conclusion of undertaking contracts,
  • the restructuring of a company ,
  • the decision on the winding up of a company;

d. other decisions: 

  • making a decision to conduct a special audit,
  • making a decision to conduct an extraordinary audit,
  • an application for initiating action for damages.


Rights which are exercised outside of the General Meeting (some independently of the shareholding amount held in the share capital, and some as the right of a minority shareholder holding the prescribed shareholding in the share capital of a company):  

a.  the right to the enforcement of some applications by way of judicial proceedings:

  • the right to a special audit,
  • the right to an extraordinary audit,
  • the action for damages brought against members of management or supervisory bodies (actio pro socio),
  • the enforcing of nullity and contestability of the General Meeting Resolutions,
  • the judicial enforcement of the dismissal issued to a member of the Supervisory Board;

b.   the requirement for the convocation of the General Meeting;

c.  the right to add an additional item on the agenda of the already convened General Meeting;

d.  the right to counter-proposal (including the voting proposal);

e.  the right to subscribe new shares in cases of capital increases in proportion to own shareholidngs in the

     share capital.

Owner control and influence by differences in ownership interests

In some cases and to a certain extent, the exercise of shareholder’s rights and the scope of rights differ subject to the legal form of the organisation of a company with capital assets of the Republic of Slovenia and SSH and the shareholding held by the Republic of Slovenia and SSH in the share capital of the company.