Response to the repeated request by SDH, d.d.
In response to SDH d.d.’s request of 21 December 2023, the Supervisory Board of Petrol d.d., Ljubljana, hereby supplements the information regarding changes in the Management Board of the company from the letter of 20 December 2023.
As already stated, the terms of office of two members of the Management Board of Petrol d.d., Ljubljana terminated based on their letters of resignation, while the term of office of the former President of the Management Board terminated consensually on her own initiative. The only financial implication of the concluded agreement is Petrol d.d., Ljubljana’s commitment to severance payment in accordance with the contractual provisions, which does not exceed the usual severance pay in similar cases. The employment relationships of Member of the Management Board Matija Bitenc and President of the Management Board Nada Drobne Popović ended on 4 January 2024.
In appointing the new President of the Management Board and the new members of the Management Board, the Supervisory Board of Petrol d.d., Ljubljana acted in accordance with all legal rules which bind the company and its bodies, and observed the provisions of the Slovenian Companies Act (ZGD-1), the effective Articles of Association, the Rules of Procedure of the Supervisory Board, the general and special criteria for the selection of the President and members of the Supervisory Board, the provisions of the Slovenian Corporate Governance Code for Listed Companies and, to the extent possible, also the targets of the Diversity Policy. In making the relevant decisions, the Supervisory Board was not subject to third-party pressure.
Following the early and unplanned termination of the Management Board President’s term of office, the Supervisory Board weighed the option to initiate a procedure for the appointment of an entirely new Management Board and the option to appoint a new President from among the existing members of the Management Board. To ensure continuity of the Management Board and the company itself and, especially, by taking into account Mr Berger’s competence and the negative financial implications of changing the entire Management Board, the Supervisory Board, after having implemented all necessary HR procedures, decided to appoint Mr Sašo Berger as the new President of the Management Board. For these reasons, cooperation of an external HR agency was not needed. All appointments of members of the Management Board and the distribution of responsibilities among them were implemented in accordance with the governance system in place at Petrol d.d., Ljubljana where Mr Berger and Mr Ninčević were appointed as the members of the Management Board upon the proposal of the former President of the Management Board, while Mr Podkrižnik and Mr Kavšek were appointed upon the proposal of the new President of the Management Board.
By selecting the members of the Management Board and appointing the President of the Management Board, we have made sure that the composition of the Management Board of Petrol d.d., Ljubljana allows for efficient and responsible management of the company; the decisions made by the Supervisory Board were made to benefit the company and its stakeholders.
The Supervisory Board also highlights that the responsibilities are distributed among the members of the Management Board appropriately and based on their professional competence,by consistently observing the internal controls and risk management system.