Corporate governance

Krka’s corporate governance is based on the legal norms valid in Slovenia, the company’s internal acts, and established good practice. It operates on a two-tier system, in which the company is managed by a management board, whose work is supervised by the supervisory board. In relation to its stakeholders, Krka responsibly exercises its rights and fulfils its obligations, which are defined in the published Corporate Governance Policy.

The company’s governing bodies are:

  • the General Meeting
  • the Supervisory Board, and
  • the Management Board.

Corporate Governance Code:

The Ljubljana Stock Exchange together with the Managers’ Association of Slovenia and the Association of Supervisory Boards’ Members prepared the Slovene Corporate Governance Code (the Code). The aim of the Code is to develop transparent and effective corporate governance in Slovenia.

The relevant Code is publicly available in Slovene and English on the Ljubljana Stock Exchange web page.

The Company publishes the Statement of Compliance with the Code in the annual report and on its web page.

Articles of Association:

The Articles of Association regulates a range of matters that include:

  • share capital and increase/decrease of share capital;
  • shareholders' rights;
  • composition and functioning of company's bodies (Management Board, Supervisory Board and General Meeting);
  • informing shareholders.

General Meeting:

The General Meeting is the highest body, where the company’s shareholders can participate directly and make key decisions. Each share represents one vote at the General Meeting, except the treasury shares. Krka has one share class only, ordinary no-par value shares.

The Management Board convenes the General Meeting once a year, issuing notice at least 30 days before it is to take place. The full material is available for viewing at the company's registered office, from the day the General Meeting notice is issued.

All shareholders entered in the shareholder register on the date of the record published in the notice have the right to attend the Annual General Meeting and vote, as do their representatives and proxies.

At the Annual General Meeting, the Management Board provides shareholders with all the information it requires to assess the content of the agenda, taking into account any legal or other restrictions on the disclosure of information.

Supervisory Board:

The Supervisory Board oversees company operations and their management and selects and appoints members of the Management Board. The supervisory board meets at least four times per year, normally after each quarter of the business year.

The composition of the Supervisory Board is defined by the Articles of Association. Supervisory Board members are appointed for a period of five years and can be re-appointed.

The salaries, reimbursement and other benefits of the Supervisory bBard members are not directly dependent on the company's performance and are disclosed in the financial report of the annual report. The same report also covers Supervisory Board members’ ownership of company shares. Members of the Supervisory Board report any acquisition or disposal of company shares to the Company and competent institutions, and Krka publishes this information.

Members of the Supervisory Board pursue the Company’s objectives in their operations, and must subordinate any personal interests or interests of any third parties to those objectives. Members must notify the Supervisory Board of membership in the Supervisory Board of any other company. The conduct of the Supervisory Board members in the case of conflicts of interest is defined in the amended Rules of Procedure for the Supervisory Board, which is available on the company website.

Supervisory Board committees are:

  • Audit Committee,
  • Human Resource Committee and
  • Nomination Committee.

The composition and function of the Supervisory Board and its committees are presented in the Annual Report in the Report of the Supervisory Board.

Management Board:

The Management Board has the following tasks:

  • to manage the Company and make business decisions directly and independently
  • to adopt the Company’s development strategy
  • to ensure appropriate risk management, and
  • to act with the care of a conscientious and honest manager and protect the business secrets of the Company

The Management Board comprises five members:

  • the President of the Management Board
  • three members, and
  • the Worker Director, who represents the interests of the employees in relation to human resource and social issues, but is not authorised to represent the Company.

The term-in-office for members of the Management Board is six years, with the possibility of re-appointment.

The operational function and separation of duties of the Management Board  is defined by the Management Board Rules of Procedure. Its prevailing approach is to coordinate opinions, and make decisions by consensus rather than on the basis of votes. In line with the Rules of Organisation and the Rules of Procedure of the Management Board, Management Board members also have executive management tasks.

The following company bodies support the work of the Management Board:

  • Director's Committee
  • Sales Committee
  • Development Committee
  • Quality Committee
  • Investment Committee
  • Human Resource Committee
  • Information Technology Committee
  • Economics and Finance Committee, and
  • Corporate Identity Committee.

The committees bring together experts from different parts of the Krka organisation. They prepare business policies and strategies for individual areas and also have some decision-making responsibilities relating to implementing annual plans.

The payment, reimbursement and other benefits for Management Board members are defined in contracts concluded between the Supervisory Board and individual Management Board members. Rules defining the Bonuses of Management Board Remuneration is adopted by the Supervisory Board, which also defines the remuneration for Management Board members.

Krka Management Board members are not remunerated in the form of options schemes, shares, or share-based derivatives. All salaries, reimbursements and other benefits paid to Management Board members are disclosed in the financial report of the annual report.

Members of the Management Board and persons related to them report any acquisition or disposal of shares in the company or associated companies to the company and competent institutions. Krka makes this information public.

Management Board members must disclose the existence of any conflicts of interest to the Supervisory Board and also notify other members of the Management Board. Members of the Management Board do not act as members of the managing or supervisory bodies of unrelated companies during their term-in-office for Krka.

Corporate integrity

Corporate integrity regulations are a vital component of corporate governance and business compliance of Krka. 
Corporate Governance Documents