Corporate governance

Corporate governance

Code of Corporate governance

According to the Croatian Companies Act, those companies whose shares are traded on  the regulated market are obliged to apply codes of corporate governance. Given that the total of 8.733.345 shares of the Company are listed under ticker TPNG-R-A and ISIN HRTPNGRA0000 are listed on the  Official market of ZSE, the Company has adopted codes of corporate governance prepared by ZSE and CFSSA. The Code is published on the Zagreb Stock Exchange web page (www.zse.hr), and in the attachment of this page. Additionally, the Company has produced its own Code of corporate governance, which has adopted codes of corporate governance prepared by ZSE and CFSSA.

The objective of this Code is to establish high standards of corporate governance and business transparency for joint stock companies and, by duly and responsibly managing and supervising operations and management functions of such joint stock companies, to protect investors and other stakeholders. The basic principles of the Code are:

  • ensuring business transparency;
  • clear description of decision making procedures of the Supervisory Board and Management Board;
  • the  avoidance of conflict of interest;
  • the  maintenance  of efficient  internal controls;  and
  • the  maintenance of an efficient system of responsibility.

 

Questionnaire related to the application of the Code

Each year, the Company shall be obliged to state, in its annual report and on its website, in the required form, whether it complies with the recommendations of the Code. If the Company has failed to comply with any of its obligations under the code, it must provide reasons for its non-compliance. The Questionnaires related to the application of the Code for 2014 and 2015 ar available as attachments to this page, and on the Internet site of the Zagreb Stock Exchange (www.zse.hr ).

 

Code of Corporate governance of Tankerska Next Generation d.d.

In addition, the Company has adopted its own Code of corporate governance during 2016, which recognizes the accountability of the Supervisory Board and Management Board and the importance of transparency to all the Company’s shareholders, including customers, investors and regulatory authorities. The Code of corporate governance of Tankerska Next Generation d.d. can be found attached to this page (Croatian only for the moment).

The  Company  complies  with  all  the  provisions  of  Croatian  Companies  Act  and  all  other  laws  and  regulations of  the Republic  of  Croatia.  In  line  with  the  Croatian  Companies  Act  and  in  addition  to  its  primary  role  of  management  of business operations, the functions of the Management Board include the preparation of business plans, annual financial statements  and  reports  on  the  status  of  the  Company,  propositions  on  the  distribution  of  profits  and  ensuring  that  the Company's  shareholders,  in  particular  the  Supervisory  Board,  are  kept  informed  about  its  plans, strategies  and performance. To enable the Management Board to discharge these responsibilities effectively, the Management Board is obligated to give detailed reports on the Company's status and performance to the Supervisory Board on a regular basis. These responsibilities  are  also  detailed  in  the  Company’s  Articles  of  Association which can be found attached to this page.

 

Audit Committee

The Company has an Audit Committee, duties and responsibilities of the Audit Committee shall be amongst other things, the obligation to monitor and review the integrity of the financial reporting of the Company, the Company's internal financial control system  and  the  Company's  internal  operational  and  compliance  controls.  The  Audit  Committee  shall  also  oversee  the external audit function (including the effectiveness of the external audit process and the appointment and remuneration of auditors) and assesses the effectiveness of internal audit activities.