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Supervisory Board

In a two-tier management system, the Supervisory Board (“SB”) supervises the Executive Board (“EB”) at managing the Company’s business. SB members are obliged to act in the interests of the Company with the care of a conscientious and honest businessman and protect the business secrets of the Company. 

Division of Duties: The SB supervises the management of the Company. The conduct of business cannot in general be transferred to the SB, but the Articles of Association (“AoA”) or the SB may determine that certain types of transactions may be carried out only with the consent of the SB. [...] Furthermore, the SB appoints and dismisses EB members. Upon the appointment of the EB members, the SB bears full responsibility for the professionalism and diligence of its choice. The SB is also entitled to review the books and other documents of the Company and demand from the EB any type of information necessary to carry out the supervision of the Company. The SB may also convene the General Meeting (“GM”).

Composition: The SB shall be composed of at least 3 members, 1 of which is elected as Chairman, and 1 as Deputy Chairman. Only natural persons with full legal capacity can be appointed an SB member. Position of an SB member cannot be transferred to a third party as it is strictly personal. The SB members are elected for a specific period no longer than 6 years but may be reappointed. In general, decisions by the SB require a simple majority vote of its members. SB members may not be a) EB members or members of the Board of Directors of the Company’s subsidiaries, b) a procurator or an authorized person of the Company; c) an EB member of another company in which an EB member of the first Company serves as an SB member, or d) a person who is an SB member or EB member in 3 other Companies; or e) a person who does not meet the conditions laid down in the AoA. The SB must be convened at least once each quarter. Pursuant to the Slovenian Worker Participation in Management Act, at least 1/3 of the SB members (but not more than 1/2) shall be employees of the Company, appointed and dismissed by the Workers Council.

Appointment/Dismissal Competence: The SB members are appointed by the GM by simple majority vote .The SB members may be dismissed prior to the termination of their term of office, however, the dismissal of an SB member requires a Shareholders’ Resolution on the GM to be adopted with a ¾ majority. SB members can also be appointed or dismissed through a court. Namely, the EB must file a proposal to appoint or dismiss an SB member with the competent court in case there are not enough members present to form a quorum. Furthermore, dismissal through the court is also possible upon a motion of the SB or Shareholders, whose shares amount to at least 10% of the share capital, if valid reasons therefore are given.

Alternates: N/A.

Appointment
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

No.

At least 30 calendar days prior to the GM.

No.

No.

No.

Convening notice has to include a proposed agenda and must be published or sent by registered letter to all Shareholders.
2

GM.

Minutes of the GM containing Shareholders’ Resolution.

Yes, by the Chairman of the GM.

On the date as stipulated in the convening notice.

Yes.

Yes, the Minutes of the GM are to be drawn up in notarized form by a public notary.

No, unless allowed under the AoA (the AoA may provide that the Shareholders may vote by electronic means without a physical presence).

After adoption of the Resolution at the GM, the SB member is deemed immediately appointed (i.e. constitutive nature of the Resolution itself).
3

Entry into the Court Registry.

(i) Motion for entry into the Court Registry;

(ii) Minutes of the GM in notarized form;

(iii) Notarized statement of the SB member’s competence;

(iv) Written authorization for the entry into the Court Registry.

Yes, by the EB.

No later than 24 hours after the GM.

Yes.

Yes, motion for entry into the Registry to be signed by the public notary and statement of the new member of SB to be notarized.

No.

In case a Shareholder is a foreign legal entity, a notarized extract from the Commercial Register of such entity might be required. Apostille might also be required.

Documents in a foreign language must be filed in certified Slovenian translation.

In case the new member of SB is not a Slovenian citizen, he/she has to obtain a Slovenian Tax number for registration purposes.
1
Step 1
>30 days
2
Step 2
0 days
3
Step 3
0-1 days

30-31 days
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

No.

At least 30 calendar days prior to the GM.

No.

No.

No.

Convening notice has to include a proposed agenda and must be published or sent by registered letter to all Shareholders.
2

GM.

Minutes of the GM containing Shareholders Resolution.

Yes, by the Chairman of the GM.

On the date as stipulated in the convening notice.

Yes.

Yes, the Minutes of the GM are to be drawn up in notarized form by a public notary.

No, unless allowed under the AoA (the AoA may provide that the Shareholders may vote by electronic means without a physical presence).

Dismissal of an SB member prior to termination of the term of office requires a Shareholders’ Resolution to be passed with a majority of 75 % of the votes.

After adoption of the Resolution at the GM, the SB member is deemed immediately dismissed (i.e. constitutive nature of the Resolution itself).
3

Entry into the Court Registry.

( i) Motion for entry into the Court Registry; (ii) Minutes of the GM in notarized form; (ii) Written authorization for the entry into the Court Registry.

Yes, by the EB.

No later than 24 hours after the GM.

Yes.

Yes, motion for entry into the Registry to be signed by the public notary.

No.

In case a Shareholder is a foreign legal entity, a notarized extract from the Commercial Register of such entity is required. Apostille might also be required.

Documents in a foreign language must be filed in certified Slovenian translation.
1
Step 1
>30 days
2
Step 2
0 days
3
Step 3
0-1 days

30-31 days
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Odvetniki Šelih & partnerji, o.p., d.o.o. has provided all input about changing board member in Slovenia. [...]

Odvetniki Šelih & partnerji, o.p., d.o.o. is a full-service business law firm that continues the tradition of a partnership established in 1961. As one of the leading Slovenian law firms with a long tradition of successfully completed projects, Odvetniki Šelih & partnerji, o.p., d.o.o. is the optimal choice for even the most complex matters and offers a multifaceted approach and analysis from multiple legal and commercial perspectives.

For more information about the law firm Odvetniki Šelih & partnerji, o.p., d.o.o. and changing board members in the Republic of Slovenia, please use the below contacts:

TEL: +386 1 300 76 50
EMAIL: natasa.pipan@selih.si
WEB: www.selih.si