Code of corporate governance
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 Bratislava Stock Exchange which govern publication of all essential information. The company’s compliance with the above rules is to ensure a 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 made qualified investment decisions.
In Piešťany, on
Board of Directors: Ing. Lev Novobilský, Chairman, Klaus Pilz, Vice-Chairman, John Ernest Smith, Balázs Zoltán Kovács, Ing. Emauel Paulech, Ing. Jurina Halmayová, members
Supervisory Board: Sándor Betégh, Chairman, Dr. Imre Deák, János Tobiás, Ing. Pavel Říha, MUDr. Pavol Zatkalík, 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 a 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 recondition 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 spa environment, tranquillity and order within the spa territory pursuant to the Spa Statutes,
- cooperation with scientific and professional institutions with the aim to enhance provision of medical care,
- technical activities related to 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 as well as 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 goal as regards 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 means necessary to delivery these services
- Constant quality enhancement of the core and supplementary products is a guarantee 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 stimulation and social care
2.3 Quality targets
- definition of clear customer needs by suitable quality indicators,
- preventive measures and management of activities in order to prevent unsatisfied customers,
- optimising of costs on quality and level of delivered services,
- constant inspections of service requirements and their fulfilment in order to identify options for service quality enhancement,
- establishment of responsibility of all employees concerning the quality of delivered services,
- prevention of external adverse effects and damage to the environment.
2.4 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 to achieve quality targets,
- position of company employees who are responsible for 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, recondition or recreational, the guests always have to face willing, good-natured staff ready to meet their requirements.
3. Basic principles of corporate governance
3.1 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; decision on increasing or decreasing of the share capital, decision 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; decision on winding-up of the company and on changing its legal form. Decision on a change of issued shares from materialised into dematerialised securities and vice versa; decision on termination of trade in company shares on the stock exchange and decision on the company no longer being a public joint-stock company. Approval of remuneration rules for members of the company bodies. Decision 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 in front of third parties, at courts and other bodies. Office of a member of the Board of Directors is not compatible with office of a member of the Supervisory Board. 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, account 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: a proposal of a statutes change, proposals for increasing or decreasing of the share capital and issuance of bonds; regular, extraordinary or consolidated financial statements; proposal for profit distribution or settlement 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 of 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 development of business activities and company assets, in particular its liquidity.
2.1 A previous approval of the Supervisory Board is required for: monetary deposits into 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 estates, into single company, cooperative or association exceeding EUR 16,600 of its carrying amount and in all other cases when market evaluation is lower than balancing evaluation. Increase in 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 sale of real estates; conclusion of a Lease Contract with a notice period longer than 12 months; conclusion of a Contract of Pledge 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 sing documents. Always two of them need to sign a document on behalf of the company, one of them being the Chairman or the Vice-Chairmen and the other may be 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 see all documents and records concerning company activities to inspect whether accounting records are kept duly and according to reality and whether the business of the company is carried out in compliance with laws, statutes and instructions of the General Assembly. The Supervisory Board meets at least three times a year.
- Two thirds of the members of Supervisory Board are elected and dismissed by the General Assembly, one third by employees. Director General cannot be a member of the Supervisory Board.
- Supervisory Board supervises: regular, extraordinary and consolidated financial statements and the proposal for profit distribution or settlement of losses, and it submits its opinion to the General Assembly. Annual Report on business results and company assets compared to the anticipated development; significant intentions of the company 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, in particular its liquidity.
- Supervisory Board assesses: proposal of the Board of Directors to wind-up the company; proposal of the Board of Directors to appoint a company liquidator; proposal 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 and their increasing; Business Plan and business intentions in the current year; proposal of a plan of profit distribution, rules of establishment and use of other funds created by the company.
- Supervisory Board appoints an auditor of the financial statements.
- Supervisory Board verifies the steps undertaken in company matters and at any time it is authorised to consult accounting documents, files and records concerning company activities in order to find out the company situation. At the same time, it controls and submits its conclusions and recommendations to the General Assembly concerning in particular: fulfilment of tasks imposed by the General Assembly on Board of Directors; observance of the 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.
- Supervisory Board convenes the General Assembly if the interests of the company require so.
C. SLKP structure
2.4 Top management
Top management consists of: Director General and Directors of Divisions. 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 the management does not have to be sufficient under all circumstances, and members of the Board of Directors should require its specification if necessary.
All big things consist of details and our every employee contributes by his or her work to the successful and economical running of the company. Fulfilment of the company goals shall be ensured in particular by constant education and training of employees and by applying social policy of employee care. The efforts of employees have 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 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, fair dealing and development of good relations with all shareholders.
3. The company management ensures early and precise information on all significant issues, including 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 General Assembly, raise questions and be answered by the Board of Directors and the Supervisory Board and to exercise their voting rights,
- all relevant information on the company, its activities and management, 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.
5. Shareholders may legally enforce their interests of economic owners by exercising their right to participate at General Assembly. By voting at General Assembly a shareholder may express his or her will, however, the General Assembly is not a body of the company; therefore, a resolution of the General Assembly expresses the will of the company established by one of its bodies, which is binding for the company and its bodies. Thus, by decisions of the General Assembly the will of shareholders is transformed into the will of the company.
6. In order to make shareholders´ decisions during General Assembly, the majority principle applies. Resolutions of the General Assembly are adopted by absolute majority of shareholders´ votes; certain decisions stipulated by law or company statues are adopted by qualified majority (two thirds), while the number of shareholders´ votes depends only on the nominal value of the shares owned by shareholders. Shareholders, who have the necessary majority of votes during General Assembly, are able to enforce their will at General Assembly and thus transform it into the will of the company. The majority approach to creation of company will thus determines the possible impact of individual shareholders on management of the joint-stock company.