The board

1
The boards role in overseeing transparency and
disclosure

• Vladimir Puškaric
• Head of Internal Audit, Allianz Zagreb
• VI OECD Roundtable on Corporate Governance in SE
  Europe
• Ohrid, Macedonia, June 10-11, 2004

2
Internal audit Compliance in Croatia

• Internal audit monitors implementation of company
  (or Group) policies procedures
• Compliance should deal with securities market
  related issues
• New functions, not widely implemented
• Not mandatory
• Exception ? Banking sector
• Management board tool
• Reporting directly to management board (CEO)

3
Mandatory disclosures

• Disclosure of all information related to material
  facts or circumstances
• Responsibility of Management
• Problem - no detailed regulation!?
• Disclosure of material facts
• CROSEC has not issued a regulation on contents
  and methodology of mandatory disclosures
• Provision not enforced

4
Amendments to Company Act

• Enacted January 1, 2004
• Introduces Supervisory Board committees
• SB orders the audit of annual financial
  statements
• Widens SB responsibility for financial
  statements
• Requires auditors participation in SB meetings
• Reporting to shareholders (AMG) on
• financial statements
• Number of committees and their activities
• Auditors opinion (report)

5
Amendments to Company Act (cont.)

• Introduction of Croatian Corporate Governance
  Code
• Corporate Governance Committee established
• Mandates statement of compliance with CG code for
  listed companies
• Signed annually by Management Supervisory Board
• Confirms compliance with code
• Includes list of provisions which are not applied
• Does not require explanation

6
Contact

• Vladimir Puškaric
• Head of Internal Audit
• Allianz Zagreb d.d.
• ? 385 1 3670 250
• ? 385 1 3670 415
• ? vladimir.puskaric_at_allianz.hr