The basic salary of board members should depend on the size of the company, complexity of its operations (group of companies, internationalisation), the industry engaged in, and whether or not it is a listed company. A supervisory board must also consider the company’s financial position. The variable share of remuneration for board members depends on indicators that are agreed every year between the management board and supervisory board, and are related to the attainment or surpassing of the plan in pre-set quantitative or financial indicators as well as in other qualitative indicators that are important for company operations and the realisation of its strategy and sustainable development. The salary amount should, therefore, reflect such an agreement between the supervisory board and management board.
Remuneration for supervisory board members is laid down by the General Meeting or a company’s Articles of Association. Remuneration must be in suitable proportion to the tasks of supervisory board members and the company’s financial position. Supervisory board members cannot participate in profit. Remuneration for supervisory board members should be composed of an amount for performing the function, while attendance fees for meetings should be the variable share of remuneration for supervisory board members. Supervisory board members are also entitled to the reimbursement of travel costs.
Good practice recommendations
Slovenian Corporate Governance Code for Listed Companies
Reasons for the revision of the Code
- Companies Act (ZGD-1), Official Gazette of the Republic of Slovenia, No.65/09 - ZGD-1- official consolidated text 3 (amendments)
- Act Governing the Remuneration of Managers of Companies with Majority Ownership held by the Republic of Slovenia or Self-Governing Local Communities, Official Gazette of the Republic of Slovenia, No.21/10
- Act on additional taxation of a part of managers’ incomes in the period of financial and economic crisis, Official Gazette of the Republic of Slovenia, No. 78/09 (Constitution Court Decision repealing Article 12, Official Gazette of the Republic of Slovenia, No.107/2013)