republic of slovenia capital assets management agency of the republic of slovenia corporate...

Republic of SloveniaCapital Assets Management Agency of the Republic of Slovenia

Corporate Governance of SOEs in Slovenia

Dagmar Komar

President of the Management BoardCapital Assets Management Agency of the Republic of Slovenia

T: (00 386) 01 32 00 510F: (00 386) 01 32 00 539

E: [email protected]

5 September 2011


Overview of Presentation

About the Agency Organisational Structure New Model of SOE Corporate Governance Supervision Strategy Document - State Ownership Policy Agency’s Activities from Oct 2010 Key Challenges


About the Agency

Established by Law on Corporate Governance of State Capital Investments of the Rep. of Slovenia (Oct 2010)

Autonomous, apolitical, independent state authority with accountability to the National Assembly

Reports annually to the National Assembly (realisation of goals, financial report, report on SOE performance)

Budget user Two-tier decision making: three-member Management Board, five-

member Council Consultative body of the Agency: seven-member Accreditation

Committee


Organisational Structure


New Model of SOE Corporate Governance in Slovenia

Separation of regulatory, strategic (ministries) and corporate governance functions (Agency)

Centralisation of corporate governance function and control Consolidation, co-ordination and professionalism of corporate governance

function Improved corporate governance culture (SOE Corporate Governance Code,

Boards’ independence, heterogeneity, transparency and predictability) State as an informed and active owner


Agency activities from Oct 2010

Adoption of documents (CG Code for SOEs, Guidelines for reporting, Criteria for Remunerations to the Members of the SB, Criteria and Procedures for the determination of the Suitability of candidates for members of SOE bodies, Rules of procedure of the work of the Accreditation Committe and Council etc.)

Establishment of organisational structure Agency acts as an active and informed owner Capital Assets Management Strategy (not adopted yet) Establishment of reporting system (quarterly, monthly reports, annual review), strategic performance analysis (sector analysis & competitiveness analysis) Transparency of Agency activities and its expectations towards companies (web pages) Monthly seminars for SEO Board members


Supervision

Monitoring of companies’ performance as to their goals Due care in relation to disclosure of information Empowerment of SOE Boards:

Appointment of professional, objective and independent members of supervisory bodies

Structured and skill-based nomination process (Accreditation Committee)

Determination of criteria for selection of candidates to supervisory bodies

Clear mandate and full responsibility Determination of remuneration system for candidates to supervisory

bodies Review of appropriate composition of supervisory bodies Systematic evaluation and self-evaluation of boards


Strategy Document – State Ownership Policy

Ministries: ownership policy (defining the strategic & non-

strategic assets, target shares of individual assets, actual goals)

Agency: economic background corporate governance concepts international comparative analysis, relevant economic

indicators expectations from individual SOE in the future (ROE,

dividend yield) analysis of individual SOE with peer group


State-owned enterprises in SloveniaStated - owned enterprises 1

Direct shareholding Indirect shareholding 2

No of firms No of firms

Share of state ownership

Fully owned SOE (100%) 19

Majority controlled SOE (50<100%) 15 5

Miniority controlled SOE (10<50%) 16 3

Total value in EUR bn 3 8,5 1,7

Breakdown by sector Direct and indirect shareholding

Energy 14

Financial services 11

Transport, infrastructure 8

Telecommunication 2

Other important companies 18

1. Only most important included

2. KAD (Kapitalska družba), SOD (Slovenska odškodninska družba)

3. Estimated value using the book value of capital in 2010


Key Challenges

Implementation of good governance in SOEs Awareness and understanding of the need for changes of the corporate governance culture at all levels Greater accountability and improved ethics Adoption of state ownership policy (strategic vs. non-strategic assets) Improving the economic and societal results of SOEs


Q & A

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