KDD's supervisory board oversees the management of KDD's operations and performs other tasks in accordance with the law governing companies, other laws, the CSDR and the Commission Delegated Regulation (EU) 2017/392 of 11 November 2016 supplementing Regulation (EU) No 909/2014 of the European Parliament and of the Council with regard to regulatory technical standards on authorisation, supervisory and operational requirements for central securities depositories (hereinafter: Delegated Regulation).
KDD's supervisory board comprises five members, of whom one is appointed the chair and another member the deputy chair. The chair and deputy chair of the supervisory board are appointed by the members among themselves. Supervisory board members are liable for damages to KDD in accordance with the law and KDD's articles of association.
At least one third of supervisory board members, but no less than two members, are independent. An independent member of the supervisory board is a person with no conflict of interest, as defined in the conflict of interest management policy, who in a five-year period before becoming a member of the supervisory board never had a conflict of interest and who in the prescribed form took a negative position regarding specific circumstances whose existence can present an unacceptable conflict of interest in terms of the independent performance of the function as member of the supervisory board.
The supervisory board's objective is that each of the genders is represented at least 40% (quota) on the supervisory board. Until that objective is achieved, the representation of the less represented (female) gender that was already achieved cannot be reduced.
Člane nadzornega sveta imenuje skupščina KDD. Predlog sklepa o imenovanju novih članov nadzornega sveta predloži skupščini obstoječi nadzorni svet, ki pri oblikovanju sklepa zasleduje zahteve, cilje in usmeritve, določene zakonom, CSDR in politiko upravljanja.
If a member's office ceases before the expiry of their term of office, the general meeting adopts a decision on appointing a replacement member at its next annual general meeting. A separate session of the general meeting is only convened for the appointment of replacement members of the supervisory board if the number of supervisory board members is reduced below three.
Only a person with the required reputation, experience and knowledge about the company and the financial instruments' market can by appointed as member of the supervisory board.
Before the expiry of the term of office, the general meeting can dismiss individual or all members of the supervisory board. For a resolution to be adopted in a valid manner, it must be supported by a minimum three-quarter majority of votes cast.
Each member of the supervisory board may resign from their office prematurely.
The supervisory board once a year, generally when discussing and approving the annual report, assesses its composition, operations, potential conflicts of interest, the work of individual members and of the supervisory board as a whole, the work of supervisory board committees and its cooperation with the management board.
The remuneration of supervisory board members is independent of the company's performance (operating) results. The general meeting adopts decisions on the remuneration of supervisory board members. The general meeting also approves or disapproves the work of the supervisory board during the financial year through the institute of conferring (dis)approval.
For more information or more detailed information regarding individual aspects of KDD's management (such as the rules of procedure of supervisory board committees etc.) please write to us at firstname.lastname@example.org.