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The board’s role in overseeing transparency and disclosure

The board’s role in overseeing transparency and disclosure. Vladimir Puškarić Head of Internal Audit, Allianz Zagreb VI OECD Roundtable on Corporate Governance in SE Europe Ohrid, Macedonia, June 10-11, 2004. Internal audit & Compliance in Croatia.

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The board’s role in overseeing transparency and disclosure

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  1. The board’s role in overseeing transparency and disclosure Vladimir Puškarić Head of Internal Audit, Allianz Zagreb VI OECD Roundtable on Corporate Governance in SE Europe Ohrid, Macedonia, June 10-11, 2004

  2. Internal audit & Compliance in Croatia • Internal audit monitors implementation of company (or Group) policies & procedures • Compliance should deal with securities market related issues • New functions, not widely implemented • Not mandatory • Exception  Banking sector • Management board tool • Reporting directly to management board (CEO) OECD Corporate Governance Roundtable, June 10-11, 2004, Ohrid, Macedonia

  3. Mandatory disclosures • Disclosure of all information related to material facts or circumstances • Responsibility of Management • Problem - no detailed regulation!? • Disclosure of material facts • CROSEC has not issued a regulation on contents and methodology of mandatory disclosures • Provision not enforced OECD Corporate Governance Roundtable, June 10-11, 2004, Ohrid, Macedonia

  4. Amendments to Company Act • Enacted January 1, 2004 • Introduces Supervisory Board committees • SB orders the audit of annual financial statements • Widens SB responsibility for financial statements: • Requires auditor’s participation in SB meetings • Reporting to shareholders (AMG) on: • financial statements • Number of committees and their activities • Auditors opinion (report) OECD Corporate Governance Roundtable, June 10-11, 2004, Ohrid, Macedonia

  5. Amendments to Company Act (cont.) • Introduction of Croatian Corporate Governance Code • Corporate Governance Committee established • Mandates statement of compliance with CG code for listed companies: • Signed annuallyby Management & Supervisory Board • Confirms compliance with code • Includes list of provisions which are not applied • Does not require explanation OECD Corporate Governance Roundtable, June 10-11, 2004, Ohrid, Macedonia

  6. Contact: Vladimir Puškarić Head of Internal Audit Allianz Zagreb d.d. +385 1 3670 250 +385 1 3670 415 vladimir.puskaric@allianz.hr OECD Corporate Governance Roundtable, June 10-11, 2004, Ohrid, Macedonia

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