• 1. General provisions

    In accordance with Article 26 of Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU, and Regulation (EU) No 236/2012 (CSDR), KDD must have robust governance arrangements, which include a clear organisational structure with well-defined, transparent and consistent lines of responsibility, effective processes to identify, manage, monitor and report the risks to which it is or might be exposed, and adequate remuneration policies and internal control mechanisms, including sound administrative and accounting procedures.

    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 info@kdd.si.

  • 2. Management body and senior management

    KDD is organised in the legal form of a public limited company with a two-tier governance system.

    The management body function at KDD in terms of the CSDR is carried out by the supervisory board and the management board.

    The senior management function at KDD in terms of the CSDR is carried out by the management board and by the executive directors of divisions.

    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 info@kdd.si.

  • 3. Supervisory board

    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 info@kdd.si.

  • 4. Supervisory board working bodies

    KDD's supervisory board has the following working bodies:

    • Risk Management Committee,
    • Audit Committee; and
    • Remunerations Committee.

    The mandate of the Risk Management Committee shall include:

    • providing advice to the supervisory board in relation to the internal audit function;
    • monitoring financial reporting procedures and compilation of recommendations and proposals for ensuring integrity;
    • monitoring the mandatory audit of annual financial statements and control of KDD's relationship with the external auditor, including proposals regarding its appointment and replacement;
    • monitoring the performance of any non-auditing services by the auditor and ensuring that the provision of these services does not impair its independence or objectivity;
    • an assessment of the compilation of the annual report, including the drafting of the relevant proposal for the supervisory board;
    • assurance that all the functions that are separated between each other in organisational terms (risk management, internal audit, compliance, technology function) have sufficient resources to effectively perform their respective tasks;
    • monitoring the performance of the managers of organisationally separated functions, including the examination of their reports and the monitoring of the management board's response to their findings and recommendations;
    • cooperation in determining the major areas to be audited;
    • taking positions on individual issues from the committee's work area, as requested by the management board; and
    • other similar tasks according to the decision of the supervisory board.

    The mandate of the Audit Committee shall include:

    • providing advice to the supervisory board in relation to the internal audit function;
    • monitoring financial reporting procedures and compilation of recommendations and proposals for ensuring integrity;
    • monitoring the mandatory audit of annual financial statements and control of KDD's relationship with the external auditor, including proposals regarding its appointment and replacement;
    • monitoring the performance of any non-auditing services by the auditor and ensuring that the provision of these services does not impair its independence or objectivity;
    • an assessment of the compilation of the annual report, including the drafting of the relevant proposal for the supervisory board;
    • assurance that all the functions that are separated between each other in organisational terms (risk management, internal audit, compliance, technology function) have sufficient resources to effectively perform their respective tasks;
    • monitoring the performance of the managers of organisationally separated functions, including the examination of their reports and the monitoring of the management board's response to their findings and recommendations;
    • cooperation in determining the major areas to be audited;
    • taking positions on individual issues from the committee's work area, as requested by the management board; and
    • other similar tasks according to the decision of the supervisory board.

    The mandate of the Remunerations Committee shall include:

    • the providing of advice to the supervisory board in relation to the remunerations policy and based on this formulate initiatives for taking measures in order to improve the remunerations policy taking into account the long-term interests of shareholders, members and other stakeholders;
    • the drafting of the proposed general principles of remunerations policies, including the creation of positions on specific aspects of remunerations policies;
    • the review of the compliance of remunerations policies with KDD's business policy;
    • the monitoring of the management board's remuneration;
    • taking positions on individual issues from the committee's work area, as requested by the management board; and
    • other similar tasks according to the decision of the supervisory board.

    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 info@kdd.si.

  • 5. Management board

    The management board sets out the guidelines of the business policy and the company's objectives in accordance with the law, the CSDR and the Delegated Regulation. The management board manages and represents the company independently and at its own risk.

    The management board has two members who are appointed by the supervisory board. One of the management board members is appointed president of the management board by the supervisory board. Through its reputation and experience, the management board ensures the prudent and diligent management of KDD.

    Only a person with the required reputation and experience on the financial instruments' market to ensure prudent and diligent management of the company can be appointed as a member of the management board.

    A management board member can be dismissed prematurely in accordance with the law governing companies. Each member of the management board can resign from their function prematurely taking into account the notice period.

    On operational grounds, the work areas can be divided between the president and member of the management board. However, that does not diminish their joint responsibility for KDD's management.

    Once a year, generally when discussing and approving the annual report, the supervisory board assesses the progress made by the management board in implementing the strategy by individual strategic business segments, the achievement of the outlined business objectives, in particular the management of costs and generation of profit, the progress with the European integration, the general quality of materials tabled for discussion, the management of business processes at the company and operations in accordance with the best practices, the cooperation with the supervisory board and the relevant stakeholders, the identification of business opportunities, the recognition of principal risks and the company's risk appetite.

    The general meeting also approves or disapproves the work of the management 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 info@kdd.si.

  • 6. Executive directors

    KDD has as many executive directors as divisions. The role of the executive director is coordination, organisation, management and supervision of the division's work.

    The management board appoints executive directors. Performing the function of the executive director can be tied to a term of office, or can be carried out for an indefinite period of time.

    Only a person with the required reputation and experience on the financial instruments' market and special knowledge from the field of the division that such person is hired to head can be appointed as an executive director.

    The function of the executive director ceases in accordance with the provisions of the ZDR-1 that relate to senior management staff.

    The executive director is individually responsible for diligent and honest performance of their own work.

    The management board monitors and assesses the performance of the work of executive directors, in particular assessing the achievement of the outlined business objectives, the management of business processes in the division and operations in accordance with best practices, the general quality of proposals and initiatives, the cooperation with the management board, the identification of business opportunities, the recognition of principal risks, and the success in the introduction of new methods, technological solutions and work procedures.

    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 info@kdd.si.

  • 7. Relationships between management bodies

    The management board proposes KDD's business (operations) strategy and submits it to the supervisory board for adoption.

    The management board reports to the supervisory board once every quarter on the planned business policy and on other principled business issues, on the company's profitability, on the course of transactions that could significantly impact the profitability or solvency of the company and on other issues in accordance with the law, the CSDR and the Delegated Regulation.

    The management board must submit to the supervisory board the compiled annual report and proposed use of distributable profit. The supervisory board must compile a written report for the general meeting on the findings of the review.

    The supervisory board can request any type of information required for the performance of its function from the management board. It can also request from the management board at any time a report on issues that are linked to the operations of the company and significantly impact the company's position or it is reasonable to expect them to significantly impact the company's position.

    The executive director is directly responsible for their work to the management board. The management board can at any time request an oral or written report from the executive director on a specific issue from their respective field of work.

    When it assesses as necessary, the supervisory board may also request from the executive director to attend a meeting and answer the questions from their field of work or request a written report from the latter on a certain question.

    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 info@kdd.si.

  • 8. Organisationally separated functions

    8.1 Technological function

    The technological function at KDD ensures that the information and technological processes are properly implemented. The technological function is headed by the head of technology, which is compatible with the function of the executive director of a division.

    The objectives of the technological function's policy focus on the mitigation of technology-related risks, which ensures the effectiveness and success of KDD's operations by using the appropriate technological procedures and standards.

    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 info@kdd.si.

    8.2 Internal control and compliance function

    The internal control and compliance Function is ensured via the work of the Internal Control and Compliance Department. That department is responsible for establishing the internal control and compliance framework, the performance of regular audits of compliance and the system of internal controls, and for the handling of compliance breaches, including the handling of internal reports of breaches. The department also keeps a conflict of interests register and a personal database catalogue.

    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 info@kdd.si.

    8.3 Internal audit function

    The internal audit function is provided through the work of the Internal Audit Department (hereinafter: IAD). The IAD is directly responsible to the management board and is functionally and organisationally separated from other parts of KDD.

    The IAD is functionally responsible for its work to KDD's supervisory board, and in administrative terms to KDD's management board. The IAD helps KDD implement its objectives by encouraging a prudent, organised manner of evaluation and improvement in the effectiveness of management, internal control and risk management.

    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 info@kdd.si.

    8.4 Risk management function

    The risk management function is provided through the work of the Risk Management Department. The Risk Management Department is responsible for establishing a risk management framework, for control over the implementation of the risk management process, the drafting of risk profiles, the annual plan of activities, the reporting on risks and for supervision over the implementation of the plans of risk-related activities that are prepared by the process owners.

    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 info@kdd.si.

  • 9. Management of conflicts of interest

    In order to ensure an effective system for the management of conflicts of interest, KDD has a conflict of interest management policy in place that helps it establish, maintain and manage effective organisational and administrative arrangements in writing to determine and manage any conflicts of interest between KDD, including its employees, the members of the management board and supervisory board, and all persons who are directly or indirectly related thereto, and its relevant business partners (system members, members-issuers or other relevant business partners). In accordance with this policy KDD also maintains and conducts the relevant procedures and resolution actions whenever any conflicts of interest arise. Any breaches of obligations that derive from the policy are appropriately sanctioned.

    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 info@kdd.si.

  • 10. Handling complaints

    KDD approaches every dissatisfaction or disagreement that a service user expresses in a serious manner. Disagreements are interpreted as differences in the legal assessment of the meaning and consequences of KDD's conduct in providing the services referred to in the CSDR or Delegated Regulation, which occur between KDD and the users of its services.

    In terms of the level of intensity of the disagreement we make a distinction between an initiative for a change, refund or complaint. A complaint is the most formalised act out of the three aforementioned, requiring the complaint procedure to also be structured in the most detailed manner in KDD's rules of operations (Article 104).

    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 info@kdd.si.

  • 11. External audit

    KDD's operations are the subject of regular independent audits that are conducted by external auditors.

    With the process of selecting the auditor, in which the management board, audit committee and supervisory board are actively involved, the general meeting is able to appoint an audit firm that will ensure an independent and unbiased review of KDD's financial statements, the risk management procedures and KDD's information system.

    During the audit KDD ensures quality communication with the auditor.

    KDD replaces the audit firm no later than every five years.

    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 info@kdd.si.

  • 12. User committee

    KDD has a user committee.

    The user committee is an independent advisory body whose aim is to establish direct and effective communication between KDD's management board and the representatives of its users regarding all aspects of KDD's operations that affect the status of these users, in order to enable the representative of these users to advise KDD's management board in the decision-making process regarding the aforementioned aspects.

    The user committee comprises three members, two members of whom are representatives of the user group of system members and one a representative of the user group of members-issuers.

    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 info@kdd.si.

Telephone

+386 1 307 35 00

E-mail

info@kdd.si

Location

Tivolska cesta 48, 1000 Ljubljana

Office Hours

Mon - Fri: 10:00 a.m. - 12:00 noon
Wed: 10:00 a.m. - 12:00 noon and
          2:00 p.m. - 3:30 p.m.