Corporate Governance in Croatia

Croatian public limited companies are governed by the Public Companies Act, which is, on important areas (e.g., information requirements, investor protection and accounting), supplemented by other mandatory laws such as the Capital Markets Act, the Stock Exchange rules, the Accounting Act and other related acts.

In addition, important guidelines for corporate governance in listed companies have been established in the Corporate Governance Code. The purpose of the Code is to promote effective governance and accountability in companies whose shares are admitted to trading on the regulated market of the Zagreb Stock Exchange, reflecting developments in Croatian and EU law, and significant advances made in the understanding of the factors and practices that contribute to good governance.

Each section of the Code consists of Purpose, Principles and Provisions. The Purpose describes why the matters covered in the section are important for effective governance. They are for clarification purposes only, and there is no requirement for companies to act or report on them. The Principles describe the general objectives that the companies should achieve. Companies should make sure that their governance arrangements meet these objectives. The Provisions specify good practices that enable companies to meet the objectives set out in thePrinciples. Companies should either comply with the provision of the Code or explain why they have not done so.

Some parts of the Code overlap with mandatory legal provisions and the Zagreb Stock Exchange’s rules. In most of these cases, the provisions in the Code are either more detailed or set higher standards than the relevant mandatory legal provisions or Zagreb Stock Exchange requirements. Therefore, compliance with the law or Zagreb Stock Exchange rules, while necessary, may not on its own be sufficient to comply with these Code provisions. Likewise, complying with the Code does not remove the requirement on companies to comply with the law or Zagreb Stock Exchange rules.

Companies are required annually to complete two questionnaires: one stating whether or not the company has complied with each Code provision (compliance questionnaire), and the other providing more detailed information about its governance practices (governance practices questionnaire).

The management board is responsible for overseeing the completion of the annual questionnaires. The completed questionnaires should be approved by the supervisory board before they are submitted to CFSSA.

Resources:

For further information please consult:

https://zse.hr/en/corporate-governance-code/1780

https://hanfa.hr/core-functions/strategic-topics/corporate-governance/