Republic of Slovenia
Capital Assets Management Agency of the Republic of Slovenia
Corporate Governance of SOEs
in Slovenia
Dagmar Komar
President of the Management Board
Capital Assets Management Agency of the Republic of Slovenia
5 September 2011
T: (00 386) 01 32 00 510
F: (00 386) 01 32 00 539
E: tajnistvo@auknrs.si
www.auknrs.si
Republic of Slovenia
Capital Assets Management Agency of the Republic of Slovenia
Overview of Presentation
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About the Agency
Organisational Structure
New Model of SOE Corporate Governance
Supervision
Strategy Document - State Ownership Policy
Agency’s Activities from Oct 2010
Key Challenges
Republic of Slovenia
Capital Assets Management Agency of the Republic of Slovenia
About the Agency
 Established by Law on Corporate Governance of State
Capital Investments of the Rep. of Slovenia (Oct 2010)
 Autonomous, apolitical, independent state authority with
accountability to the National Assembly
 Reports annually to the National Assembly (realisation of
goals, financial report, report on SOE performance)
 Budget user
 Two-tier decision making: three-member Management
Board, five-member Council
 Consultative body of the Agency: seven-member
Accreditation Committee
Republic of Slovenia
Capital Assets Management Agency of the Republic of Slovenia
Organisational Structure
Republic of Slovenia
Capital Assets Management Agency of the Republic of Slovenia
New Model of SOE Corporate
Governance in Slovenia
 Separation of regulatory, strategic (ministries) and
corporate governance functions (Agency)
 Centralisation of corporate governance function and
control
 Consolidation, co-ordination and professionalism of
corporate governance function
 Improved corporate governance culture (SOE Corporate
Governance Code, Boards’ independence, heterogeneity,
transparency and predictability)
 State as an informed and active owner
Republic of Slovenia
Capital Assets Management Agency of the Republic of Slovenia
Agency activities from Oct 2010
 Adoption of documents (CG Code for SOEs, Guidelines for reporting, Criteria for
Remunerations to the Members of the SB, Criteria and Procedures for the determination of the
Suitability of candidates for members of SOE bodies, Rules of procedure of the work of the
Accreditation Committe and Council etc.)
 Establishment of organisational structure
 Agency acts as an active and informed owner
 Capital Assets Management Strategy (not adopted yet)
 Establishment of reporting system (quarterly, monthly
reports, annual review), strategic performance analysis
(sector analysis & competitiveness analysis)
 Transparency of Agency activities and its expectations
towards companies (web pages)
 Monthly seminars for SEO Board members
Republic of Slovenia
Capital Assets Management Agency of the Republic of Slovenia
Supervision
 Monitoring of companies’ performance as to their goals
 Due care in relation to disclosure of information
 Empowerment of SOE Boards:
 Appointment of professional, objective and independent members of
supervisory bodies
 Structured and skill-based nomination process (Accreditation
Committee)
 Determination of criteria for selection of candidates to supervisory
bodies
 Clear mandate and full responsibility
 Determination of remuneration system for candidates to supervisory
bodies
 Review of appropriate composition of supervisory bodies
 Systematic evaluation and self-evaluation of boards
Republic of Slovenia
Capital Assets Management Agency of the Republic of Slovenia
Strategy Document –
State Ownership Policy
 Ministries:
 ownership policy (defining the strategic & nonstrategic assets, target shares of individual assets,
actual goals)
 Agency:
 economic background
 corporate governance concepts
 international comparative analysis, relevant economic
indicators
 expectations from individual SOE in the future (ROE,
dividend yield)
 analysis of individual SOE with peer group
Republic of Slovenia
Capital Assets Management Agency of the Republic of Slovenia
State-owned enterprises in Slovenia
Stated - owned enterprises 1
Direct shareholding
Indirect shareholding 2
No of firms
No of firms
Share of state ownership
Fully owned SOE (100%)
19
Majority controlled SOE (50<100%)
15
5
Miniority controlled SOE (10<50%)
16
3
Total value in EUR bn 3
8,5
1,7
Breakdown by sector
Direct and indirect shareholding
Energy
14
Financial services
11
Transport, infrastructure
8
Telecommunication
2
Other important companies
18
1. Only most important included
2. KAD (Kapitalska družba), SOD (Slovenska odškodninska družba)
3. Estimated value using the book value of capital in 2010
Republic of Slovenia
Capital Assets Management Agency of the Republic of Slovenia
Key Challenges
 Implementation of good governance in SOEs
 Awareness and understanding of the need for
changes of the corporate governance culture at all
levels
 Greater accountability and improved ethics
 Adoption of state ownership policy (strategic vs.
non-strategic assets)
 Improving the economic and societal results of
SOEs
Republic of Slovenia
Capital Assets Management Agency of the Republic of Slovenia
Q&A