This code was produced by: Združenje nadzornikov Slovenije / Slovenian Directors' Association
This Slovenian CG Code for listed companies came into force from January 2025. The reasons for the revision of the Code in 2024 originally stem from the adoption of the amendment of the company law (ZGD-1M). In addition to editorial corrections, the updated version also contains some substantive changes resulting from the monitoring of good corporate governance practices:
Diversity Policy Chapter: The Code now reflects the transposition of the European directive on gender equality into the ZGD-1M amendment and introduces a new legal requirement. Companies subject to the first indent of Article 254.b of ZGD-1 must specify in their diversity policy whether they will aim for at least 40 % representation of the underrepresented gender on the supervisory board or at least 33 % representation of the underrepresented gender on the management and supervisory boards, including executive directors. If the company aims for at least 40 % representation of the underrepresented gender on the supervisory board, the diversity policy must also specify the intended representation among the members of management bodies and executive directors.
Sustainable Operation Chapter: The chapter is renamed to Sustainability Policy, with the terminology for “sustainability” now correctly referred to as “trajnostnost” (Sustainability) in Slovenian, including references to sustainability reports.
Supervisory Board Chairman Chapter: To provide a comprehensive approach to the topic (including the appointment of the chairpersons of audit, nomination, or remuneration committees), the Code emphasizes the legal requirement that the chairman of the supervisory board must be appointed from among the capital representatives on the board. A new recommendation has been added to regulate interactions between the company’s management and the supervisory board chairman outside of board meetings. The chairman should maintain regular communication with the management outside board meetings, and it is important that the management keeps the chairman informed about matters related to company oversight.
Appendix A: Supervisory Board Committees: Changes to the provisions of the Code strengthen the independence of the audit committee chair. The recommendation, already in place for the chair of the nomination committee, stipulates that the chair should not be a former management board member of the company for at least three years after stepping down from that role. For the chairs of the audit, nomination, or remuneration committees, the Code introduces a new recommendation that these chairs should be elected from the capital representatives on the supervisory board. This mirrors the mandatory legal requirement for the supervisory board chairman. While this is common practice, the Code clearly defines this, addressing the issue of appointing committee chairs comprehensively as an autonomous legal source.
Diversity Policy Chapter: The Code now reflects the transposition of the European directive on gender equality into the ZGD-1M amendment and introduces a new legal requirement. Companies subject to the first indent of Article 254.b of ZGD-1 must specify in their diversity policy whether they will aim for at least 40 % representation of the underrepresented gender on the supervisory board or at least 33 % representation of the underrepresented gender on the management and supervisory boards, including executive directors. If the company aims for at least 40 % representation of the underrepresented gender on the supervisory board, the diversity policy must also specify the intended representation among the members of management bodies and executive directors.
Sustainable Operation Chapter: The chapter is renamed to Sustainability Policy, with the terminology for “sustainability” now correctly referred to as “trajnostnost” (Sustainability) in Slovenian, including references to sustainability reports.
Supervisory Board Chairman Chapter: To provide a comprehensive approach to the topic (including the appointment of the chairpersons of audit, nomination, or remuneration committees), the Code emphasizes the legal requirement that the chairman of the supervisory board must be appointed from among the capital representatives on the board. A new recommendation has been added to regulate interactions between the company’s management and the supervisory board chairman outside of board meetings. The chairman should maintain regular communication with the management outside board meetings, and it is important that the management keeps the chairman informed about matters related to company oversight.
Appendix A: Supervisory Board Committees: Changes to the provisions of the Code strengthen the independence of the audit committee chair. The recommendation, already in place for the chair of the nomination committee, stipulates that the chair should not be a former management board member of the company for at least three years after stepping down from that role. For the chairs of the audit, nomination, or remuneration committees, the Code introduces a new recommendation that these chairs should be elected from the capital representatives on the supervisory board. This mirrors the mandatory legal requirement for the supervisory board chairman. While this is common practice, the Code clearly defines this, addressing the issue of appointing committee chairs comprehensively as an autonomous legal source.
