Code of corporate governance
CODE OF CORPORATE GOVERNANCE OF
SLOVENSKÉ LIEČEBNÉ KÚPELE PIEŠŤANY, a.s. (HEALTH SPA PIEŠŤANY)
Declaration of members of the corporate bodies
The members of the Board of Directors and the Supervisory Board of Health Spa Piešťany hereby commit themselves to enhance the general level of corporate governance, and so have adopted the Code of Corporate Governance as worded below.
The company hereby declares to observe and follow the Code of Corporate Governance as well as the rules of the Bratislava Stock Exchange, which govern publication of all essential information. The company’s compliance with the above rules is to ensure the right of information on the financial situation, business results, ownership and management of the company to all shareholders and potential shareholders in order to enable them to make qualified investment decisions.
In Piešťany, on
Board of Directors: Lev Novobilský, Chairman, Klaus Pilz, Vice-Chairman, John Ernest Smith, Balázs Zoltán Kovács, Emauel Paulech, Jurina Halmayová, members
Supervisory Board: Sándor Betegh, Chairman, Dr. Imre Deák, János Tóbiás, Pavel Říha, Dr. Pavol Zatkalík, M.D., František Nortík, members
1. Data from the Companies´ Register of the District Court of Trnava
Business name: SLOVENSKÉ LIEČEBNÉ KÚPELE PIEŠŤANY, a.s. (HEALTH SPA PIEŠŤANY)
Registered office: Winterova 29, Piešťany 921 29
Legal form: a joint-stock company
Entered into: Companies´ Register of the District Court of Trnava, Section: Sa, Entry no.: 181/T
Date of entry: 05.08.1996
Company ID no.: 34 144 790
VAT registration no.: SK 2020389668
Core scope of business
- operation of a natural healing spa, provision of spa treatments and facilities for balneotherapy and medical examinations,
- provision of comprehensive clinical spa care (medical care, catering, accommodation and hotel services) to Slovak citizens and to foreigners pursuant to a list of indications,
- provision of paid supplementary medical care: day spa care, rehabilitation and reconditioning stays, recovery stays, spa treatments, specialised medical examinations, etc.,
- use, development and protection of natural healing resources within the scope of a licence. Fulfilment of the tasks of an administrator of natural healing resources,
- maintenance and creation of a spa environment, tranquillity and order within the spa territory pursuant to the Spa Statutes,
- cooperation with scientific and professional institutions with the aim of enhancing the provision of medical care,
- technical activities related to the maintenance and protection of property and the environment,
- other activities in the scope of licensed and free trade. (a shortened extract)
2. Corporate Quality Policy
2.1 Health Spa Piešťany owe their reputation mostly to the unique natural springs of thermal mineral water stemming from the depth of 2,000 m. This water is the main agent in creating healing sulphurous mud, which is a unique peloid in Europe and worldwide.
2.2 Quality Policy
- Company prosperity = an increase in productivity and labour efficiency; enhanced efficiency of capital and investments.
- Sustainable management responsibility for the quality of work and involvement of all employees in the quality management system
- Positive results of our comprehensive spa care and guest satisfaction are the highest quality goals regarding services.
- Protection of natural healing resources, mineral waters, spa territory, spa premises and the environment as a guarantee for future generations
- Marketing definition of products and trademarks, ensuring quality of delivered services and the means necessary to delivery these services
- Constant quality enhancement of the core activity and supplementary products are guarantees of a better standing and a higher share of the company on the international market.
- Scientific activities in close cooperation with specialised institutions and experts may guarantee better therapeutic results.
- Satisfaction of employees and their share in prosperity through professional training, material remuneration and social care
2.3 Quality targets
- definition of clear customer needs by suitable quality indicators,
- preventive measures and the management of activities in order to prevent unsatisfied customers,
- optimising of costs on quality and the level of delivered services,
- constant inspections of service requirements and their fulfilment in order to identify options for service quality enhancement,
- establishment of responsibility for all employees concerning the quality of delivered services,
- prevention of external adverse effects and damage to the environment.
2.4 The Quality Policy shall incorporate the quality concept in respect of
- comprehensive spa care, hotel and supplementary services,
- the good name and reputation of the company,
- approaches to be accepted with the aim of achieving quality targets,
- the position of company employees who are responsible for the application of the quality concept.
2.5 The responsibility for fulfilment of the Corporate Quality Policy is borne by: the Board of Directors, top and executive management and all employees. Every guest is our priority, and regardless of whether his or her reasons are medical, reconditioning or recreational, the guests should always be faced with willing, good-natured staff ready to meet their requirements.
3. Basic principles of corporate governance
3.1 The Code of Corporate Governance is based on five principles adopted by OECD in April 1999:
- the responsibilities of the board
- the rights of the shareholders
- the equitable treatment of shareholders
- disclosure and transparency
- the role of stakeholders in corporate governance.
B. Bodies of the company
1. General Assembly
The General Assembly is the supreme body of the company. Its main tasks include in particular: adoption of regular, extraordinary or consolidated financial statements; decisions on profit distribution or settlement of loss and determination of royalties and dividends; decisions on increasing or decreasing the share capital, decisions on empowering the Board of Directors to increase the share capital and to issue bonds. Selection and dismissal of members of the Board of Directors and the Supervisory Board (except for employee-elected members of the Supervisory Board), appointment of the Chairman and Vice-Chairman of the Board of Directors and the Supervisory Board; change of Statutes; decisions on winding-up the company and on changing its legal form. Decisions on a change of issued shares from materialised into dematerialised securities and vice versa; decisions on terminating trade of company shares on the stock exchange and decisions on the company no longer being a public joint-stock company. Approval of remuneration rules for members of the company bodies. Decisions on other issues included in the competencies of a general assembly by law or statutes.
2. Board of Directors
- is the statutory body of the company. It is authorised to act for and on behalf of the company in all matters and represents the company before all third parties, at courts and other bodies. Holding office as a member of the Board of Directors is not compatible with holding office as a member of the Supervisory Board. The Director General cannot be a member of the Supervisory Board.
- The Board meets regularly six times a year. All members of the Board of Directors are qualified and able to decide independently on issues of strategy, execution, and resources, including key functions and norms of conduct. The Board may use independent consulting services funded by the company.
- It manages the company activities and decides upon all company matters, unless assigned to the General Assembly or the Supervisory Board by legal regulations or company statutes, in particular:
- It manages the business of the company and ensures all operational and organisational issues. It executes the rights of an employer. It convenes the General Assembly. It executes the resolutions of the General Assembly.
- It provides for bookkeeping and other record-keeping, accounting books and other company documentation. It keeps a list of shareholders, number of shares, their type and nominal value and numerical identification of the shares.
- It submits the following to the General Assembly: proposals for a statute change, proposals for increasing or decreasing the share capital and issuance of bonds; regular, extraordinary or consolidated financial statements; proposals for profit distributions or settlements of losses; proposal to wind-up the company or to change its legal form.
- At least once a year it submits the following to the Supervisory Board: Information on significant intentions of the company management for future periods; on anticipated development of assets, finances and revenues of the company; upon a request by the Supervisory Board, it submits a report of business activities and company assets compared to the anticipated development, as well as information on all facts that could significantly affect the development of business activities and company assets, in particular its liquidity.
2.1 Prior approval of the Supervisory Board is required for: monetary deposits into a single company, cooperative or association exceeding EUR 16,600, or if such monetary or non-monetary deposit into a company is a share, in such company smaller than one-half. Non-monetary deposits, except for real estate, into a single company, cooperative or association exceeding EUR 16,600 of its carrying amount and in all other cases when the market valuation is lower than the balancing valuation. An increase of a deposit into a company, cooperative or association; non-monetary deposits into a company, cooperative or association concerning immovable assets; ownership transfer concerning immovable assets in case of a sale of property; conclusion of a Lease Contract with a notice period longer than 12 months; conclusion of a Pledge Contract concerning the company assets.
2.2 In all matters that are binding for the company, all members of the Board of Directors are authorised to sign documents. At least two of them are required to sign a document on behalf of the company, one of them being the Chairman or the Vice-Chairmen, with the other being any member of the Board of Directors.
3. Supervisory Board
- The Supervisory Board supervises the activities of the Board of Directors and business activities of the company. Members of the Supervisory Board are authorised to view all documents and records concerning company activities to inspect whether accounting records are kept duly and accord with reality, and to ensure that the business of the company is carried out in compliance with laws, statutes and the instructions of the General Assembly. The Supervisory Board meets at least three times a year.
- Two-thirds of the members of the Supervisory Board are elected and dismissed by the General Assembly, one-third by employees. The Director General cannot be a member of the Supervisory Board.
- The Supervisory Board supervises: regular, extraordinary and consolidated financial statements and proposals for profit distribution or settlement of losses, and it submits its opinion to the General Assembly. The Annual Report on business results and company assets compared to the anticipated development; significant intentions of the company's management for future periods and anticipated development of assets, finances and revenues of the company; information on all facts that could significantly affect development of business activities and company assets, particularly its liquidity.
- The Supervisory Board assesses: proposals of the Board of Directors to wind-up the company; proposals of the Board of Directors to appoint a company liquidator; proposals of the Board of Directors to approve limitations when disposing of the company assets; acquisition and misappropriation of ownership interests, including property deposits into companies, cooperatives or other associations; Business Plan and business intentions in the current year; proposals of profit distribution plans, rules of establishment and the use of other funds created by the company.
- The Supervisory Board appoints an auditor for the financial statements.
- The Supervisory Board verifies the steps undertaken in company matters and at any time is authorised to consult accounting documents, files and records concerning company activities in order to determine the company situation. At the same time, it controls and submits its conclusions and recommendations to the General Assembly, concerning in particular: the fulfilment of tasks imposed by the General Assembly on the Board of Directors; observance of company statues and legal regulations applicable for the company business; economic and financial activities of the company, accounting, documents, accounts, assets of the company, its liabilities and receivables.
- The Supervisory Board convenes the General Assembly if the interests of the company require it to.
C. SLKP structure
2.4 Top management
Top management consists of: Director General and Division Directors. Management competencies are stipulated by: the Statutes, the Statutes of the Board of Directors, Organisational Order, and Work Order.
2.5 Executive management
Executive management consists of: Directors of Spa Hotels, Heads of Units, and Heads of the Headquarter Departments. Competencies and authorisations are stipulated by Organisational Order and Work Order. SLKP managers are obliged to provide the Board of Directors with relevant and timely information. Information provided at the initiative of management does not have to be sufficient under all circumstances, and members of the Board of Directors should require its elaboration if necessary.
All big things consist of details, and every employee of ours contributes through his or her work to the successful and economical operation of the company. Fulfilment of company goals shall be ensured in particular by the continual education and training of employees and by applying the social policy of employee care. The efforts of employees are required to result in satisfied guests.
D. Relationship of the company and its shareholders
1. The company shall accept all its statutory obligations towards shareholders as well as towards its employees, creditors and suppliers. The company shall comply with all provisions of the Commercial Code protecting shareholders´ rights, in particular the provisions on early submission of all relevant information concerning the company and the provision on convening and chairing its annual General Assemblies.
2. The company management applies equal treatment and fair dealing, and promotes the development of good relations with all shareholders.
3. The company management ensures early and precise information on all significant issues, including the financial situation, business results, ownership and management necessary for shareholders´ decisions.
4. The shareholders are entitled to
- receive relevant and early information on the date, place and agenda of the General Assembly, and documents to be discussed within the agenda,
- participate at the General Assembly, raise questions and be answered by the Board of Directors and the Supervisory Board and exercise their voting rights,
- all relevant information on the company, its activities and management, shall be provided timely and regularly,
- a share in the company profit (dividends) decided by the General Assembly to be distributed,
- appoint and dismiss members of the statutory bodies,
- in case of company passivity, to enforce fulfilment of its obligations or damage compensation caused by breach of obligations by members of the company bodies,
- consult minutes of Supervisory Board meetings, while shareholders shall be obliged to maintain confidentiality of such information.
6. In order to make shareholders´ decisions binding during the General Assembly, the majority principle applies. Resolutions of the General Assembly are adopted by an absolute majority of shareholders´ votes; certain decisions stipulated by law or company statutes are adopted by a qualified majority (two-thirds), while the number of shareholders´ votes depends only on the nominal value of the shares owned by shareholders. Shareholders with the necessary majority of votes during the General Assembly are able to enforce their will at the General Assembly and thus transform it into the will of the company. The majority approach to the creation of the company will thus determine the possible impact of individual shareholders on the management of the joint-stock company.