In accordance with the fifth paragraph of Article 70 of the Companies Act (Official Gazette RS, no. 65/09 – official consolidated text, 33/11, 91/11, 32/12, 57/12, 44/13 – prov. US, 82/13 and 55/15 and 15/17), the company NIL Data Communications Ltd. (hereinafter: »Company«) gives the following statement on management, which is part of the annual report for the business year 2017.

The company further explains that its management system ensures guidance and allows for supervision of the company and ensures there is a framework for setting, reaching and monitoring the realization of business goals. At the same time, the company is implementing values, principles and standards of fair and responsible decision-making in all business aspects.

Choice of a reference code – Corporate Governance Code for non-public companies

Corporate Governance Code for non-public companies, which was published in May 2016 by the Chamber of Commerce of Slovenia, the Ministry for Economic Development and Technology and the Slovenian Directors’ Association (hereinafter »the Code«) and the Company has voluntarily decided to honor it. The Code is an important guidance for management, leadership and orientation of NIL Ltd. The Company has decided to use the basic level of the Corporate Governance Code of non-public companies, and it also respects certain provisions of the advanced level of the Code.

The company further explains that certain recommendations in the Code do not apply for the company, so the company cannot act contrary to them and does not address them separately.

The Code is accessible on the websites of Chamber of Commerce of Slovenia and of Ministry of Economic Development and Technology – MGRT.

NIL Ltd. has not accepted any other code of governance, except the mentioned Code, thus company management is carried out in accordance with provisions of the law, provisions of the Code, internal acts of the Company and good business practice.

The company’s management is carried out through company bodies. The company’s bodies are the founder, the director and other company bodies laid down by the Articles of Incorporation and the company’s internal acts.

In accordance with provisions of the Code, and in case the company does not have a special supervisory body, the assembly will be considered to be the supervisory body. In this case the Company is a single-member limited liability company, so the founder makes its decisions by affixing them into a special register of decisions. The founder, in accordance with the rights it is entitled to on the basis of Article 505 of ZGD-1, decides also on measures for review and control of the management's actions.

Fourth and fifth chapter of the Code do not apply for the Company, as it has not formed a supervisory body.

Individual deviations from recommendations in the Code

The below table only includes areas, where, in the Companies opinion, there are deviations from the Code. Other recommendations, which are not specifically mentioned in the following table, are considered to be honored by the Company and are carried out in the prescribed manner.

Individual deviations from the abovementioned Code or recommendations are disclosed together with the explanation of the reason in the statement below.

RECOMMEN-DATION

EXPLANATION

2.1.1.

The Company operates in accordance to the primary goal, the maximization of company value, ensuring sustainable development and other goals, which are allowable in accordance with applicable legislation. The Company did not specifically state this purpose and goals in the Articles of Incorporation.

2.1.2.

Articles of Incorporation contain all activities within which the Company operates. As this is a single-member limited liability company, which makes decisions on its own, there is no possibility of disagreement.

2.2.2.

The company does not have a special supervisory body. Control of company management is carried out by the founder, who appoints and dismisses the management (the director). The Articles of Incorporation provide clear instructions to the management on how to manage and operate the company.

2.4.

The Company did not publish its Articles of Incorporation on its website as they are publicly available in the AJPES business register.

4.1. – 4.5.

The Company does not have a special supervisory body and for this reason the relevant articles do not apply to the Company. Control of the management is carried out by the founder, the company NIL Skupina d.o.o. In accordance with provisions of the Code, in case the Company does not have a  special supervisory body, the assembly will be considered to be the supervisory body. Company does not have an assembly, as the Company is a single-member limited liability company and the founder adopts all decisions on all significant questions on supervising the company.

4.3.2.

Because the company does not have a special supervisory body, there is also no appointed independent expert. Supervision of the management is carried out by the founder through its directors.

4.5.

For reasons explained above, the company does not have a president of a supervisory body. The supervision is carried out by the founder through its directors.

5.1.-5.6.

This chapter does not apply to the company because there is no specifically formed supervisory body.

5.3.

The management provides adequate information to the founder timely or when additional explanations are requested; however, the company does not have a formal procedure for flow of information in place. Information is transferred informally.

5.3.1.

The content of required information has not been specified in the company since this is obtained and communicated whenever needed.

5.6.1.

This recommendation does not have any significance for companies without a supervisory or management board, in relation to the goal pursued by the Code.

6.2.2.

The company does not have a system for appointing a management body that would ensure the appointment of qualified staff but the company will select all potential candidates with the utmost care, and the selection will be based on objective and professional criteria.

6.3.1.

Because the company has a single director that does not have a deputy, the Articles of Incorporation provide for an option to appoint additional directors, as well as one or more procurators . A director may be represented jointly or individually by representatives on the basis of special business authorizations.

8.1.1 – 8.1.2.

The founder did not set up a system on full remuneration of management members since this body is not formed in accordance with  the company’s internal acts.

9.1.

The company is committed to sustainable development of its employees, promoting regular training of employees and the management bodies by continually developing their skills in accordance with the wishes and the needs of the company. The training is not prescribed. The requirements for training are determined by the management in the annual plan, in coordination with the human resources department.

10.2.

The management presents the evaluation of the state of the Company in the annual report and not at an assembly, as the founder is the sole member, who makes decisions by affixing them in the register of decisions.

Explanations of the system of internal control (in connection with the procedure for financial reporting)

NIL Ltd. manages the risks and executes procedures of internal control on all levels. Internal controls are directions and procedures implemented by the company at all levels to manage risks related to accounting reporting in accordance with valid laws and external and internal regulations. Accounting control is based on the principles of truthfulness and division of responsibility, currency of records, reconciliation of the balance shown in accounting ledgers and the actual balance.

At the same time internal controls establish mechanisms, which prevent irrational use of assets and cost inefficiency. The Company keeps its ledgers in accordance with the law and on the basis of authentic accounting documents, and financial operations are performed in accordance with applicable financial standards.

Explanations of company activities

The founder – the company NIL Skupina d.o.o., makes its decisions by affixing them into a special register of decisions. The Company is headed by a director, which has, along with his rights and obligations, also other rights, which can be defined in a contract between the director and the Company.

The company carries out risk management procedures at all levels that are connected with its operations, in accordance with valid laws, and other external and internal regulations, in particular Rules on prevention of corruptive behavior, ISO procedures on establishing operational compliance and security policies (ISO 27001 and ISO 9001). The company is also carrying out a project of identifying risks and measuring a BSC (balanced scorecard).

Information about the structure and operation of management and supervisory bodies and their commissions

A complete presentation of the management is described in the Annual report for the business year 2017. The Company does not have a special supervisory body, so the founder performs the supervisory function. In the 2017 business year the Company was managed by Mr. Vasko Berden in the role of managing director. The Management Board consists of one member and the managing director of the company is appointed by the founder (NIL Skupina d.o.o.). The Company is part of the NIL group. Organization of the Company is precisely defined in the internal regulations about the organization and systematization of jobs in NIL Ltd.

Business year

This statement refers to the business year 2017, from 01. 01. 2017 to 31. 12. 2017. From the end of the accounting period to publishing of this statement there were no changes or other deviations.

This statement is published on the company website.

Ljubljana, 27. 03. 2018

 

Vasko Berden,

Managing Director