Conflict of interests
Ohrid,10-11 June 2004
Corporate Law
Conflict of interests
• Shareholders of the company and management of the company may enter into financial contracts with
the company only with the approval of other shareholders and/or the Board of Directors or the
Supervisory Board.
• Shareholders may not vote at the General Meeting of shareholders when deciding in all cases when the
interests of the shareholder concerned are contrary to the interests of the company (conflicts of interests
clause).
Incompatibility of Functions in the case of linked enterprises
• The General Manager of a parent enterprise may not be the General Manager of a subsidiary.
• The General Manager of a subsidiary enterprise may not be the General Manager of the parent
enterprise.
• The General Manager of a parent enterprise may not be the Chairman of the Board of Directors of a
subsidiary.
• The General Manager of a subsidiary enterprise may not be the Chairman of the Board of Directors of a
parent enterprise.
A new Corporate Law is expected to be adopted in 2004.
Hopefully this will create the framework for improved regulation of conflicts of
interests.
Conflict of interests
Law on Securities Market (and by-laws)
A broker-dealer company:
• Cannot put its own interests in front of the interests of the client.
• Is obliged to present possible conflicts of clients interests and company interests, as well as interests
of other broker-dealer company clients.
• Is obliged to organize its business in such a manner as to minimize possible conflicts of interests
among its employees, clients, and other broker-dealer companies.
The bidder has to point out in its takeover bid:
• Data concerning persons who possess more than 10% of votes in bidder’s General Meeting, or ten
major shareholders with a right to vote, General Manager, Board of Directors and Supervisory Board,
• Data on the bidder’s participation in the capital of another legal entity and subsidiaries of the bidder,
• Data on important business deals and contracts concluded between the bidder and the targeted
company,
• Data on possible negotiations between the bidder and management of the targeted company
concerning the takeover bid as well as the outcome of those negotiations,
• Data on concluded contracts or protocols, or the intention to do so, between the bidder and the
members of the target company management concerning payment of remuneration because of the
previous recall or discharge of duties of company’s management due to control overtake,
• Data on concluded contracts between the bidder and the targeted company’s shareholders .
Conflict of interests
Law on Prevention of Conflicts of Interests in Performing
Public Activities
Public officials
•Persons who perform public administrative activities, e.g. those who have been elected or appointed to
such positions by the Republic of Serbia, Autonomous region, municipality, town, City of Belgrade and/or
Public Enterprises founded by those entities, are deemed public officials.
•Every person who acts as a public official is obliged, in a time period of 30 days since the day he/she
was elected or appointed, to transfer his/her management rights in a company to a legal or natural
person, so that they could exercise these rights in their own name but on the public official’s behalf, as
long as the public official performs his/her public duties.
•Members of Parliament (National and City assemblies) may be General Manager, General Manager’s
deputy or its assistant, member of Board of Directors or Supervisory Board, in only one institution,
enterprise or any other legal entity with participation of state capital.
•In other commercial entities members may continue to exercise all of their rights, only if such activity
would not affect their performing of public activity and if the nature of business activities of the company
in question would not affect their objective performing of public activity.
Conflict of interests
Law on Prevention of Conflicts of Interests in Performing
Public Activities (contd.)
Property report
•Property report is prescribed under the Law as one of the systems developed for preventing possible
violations of the Law.
•The obligation of public officials to submit their and their closest relatives’ (spouse, ascendants and
descendents) property reports is prescribed in several periods: before, during and after performing public
activity.
•The competent body for deciding on conflicts of interests is the Republic Board for Deciding on Conflicts
of Interests (further: Board) established under the Law.
•These measures do not include any fines and the Board has no power to discharge, sanction or
withdraw public officials.
•Possible measures are non-public warning and recommendation for public official’s discharge or
resignation.
•However, the Board has not been formed yet.
This is a completely new Law, enacted on 28 April 2004, and thereforeConflicts
there isofno
interest
practice in accordance with this Law at all.
Contact
Vladimir Dašić
Attorney at law
Bojović & Dašić
Makedonska 30
11000 Belgrade
Serbia and Montenegro
Tel:
+381 11 3302 100
Fax:
+ 381 11 3302 101
E-mail: vladimir.dasic@yu.pwc.com
Web:
www.pwc.com/yu