ࡱ>  bjbjss 4@ 5. . q:,8#D~1GLn n n [B]B]B]B]B]B]B$^HKBBn n n n n B:D111n [B1n [B11<|>_o|( +=GBPD0D==BK.bBK$>>$BK'? n n 1n n n n n BB0n n n Dn n n n BKn n n n n n n n n . 7:J.S.D. Dionis Juri Assistant Professor Faculty of Law University of Rijeka Hahli 6 HR-51000 Rijeka e-mail HYPERLINK "mailto:djuric@pravri.hr"djuric@pravri.hr National Report on Corporate Governance in Croatia The 18th International Congress of the International Academy of Comparative Law Washington July 25 August 1, 2010 General information on corporate governance in Croatia Corporate governance is defined as a system of management and control over companies. It tackles all the relationships between management board, supervisory board, shareholders and other. The aim of the Croatian Corporate governance Code is protection of interests of investors and other stakeholders with good and responsible management and control of business and management functions of public companies. Basic principles of the Croatian Corporate Governance Code are: 1. transparency of companys performance; 2. punctually determined procedures for work of supervisory board, management board and other organs and structures which make decisions, 3. avoidance of conflict of interests; 4. efficient internal control and 5. efficient system of responsibility. Croatia needed to undergo a process of privatisation of socially-controlled firms. This process was achieved by the introduction of Act on Transformation of Socially-Owned Enterprises in 1991, which was targeted at industrial firms. The legislation not only determined the proper owners of formerly socially-controlled enterprises, but went on to introduce the allocation of shares to employees, former employees, pension funds, and to the public. As a result of the enactment of the Act on Transformation of Socially-Owned Enterprises, the corporate share ownership structure, however, is highly concentrated in the hands of large financial institutions and wealthy families. The Act on Transformation also facilitated the transfer of shares to the Croatian Privatization Fund, which is a state agency mandated with the task of creating a governance and ownership role for the Government of Croatia. In this regard, the Government retained its traditional role as a major blockholder. In 1996 Croatian Parliament enacted Privatization Act which envisaged privatization of portfolios in hands of the Croatian Privatization Fund, the Republic of Croatia, counties and units of local government and self government (cities, communities). This Act involved in process of coupon-privatization participants of the War for Independence, war and civil invalids, refugees, former political convicts, employees of companies on occupied territory and their families, which got coupons for privatization for free. These persons transferred coupons on Privatization Investment Funds which changed coupons for shares from list for privatization. In that way in process of privatization were involved only small part of Croatian population and possibility for investing was restricted only to those companies which were listed on the list for privatization created by State. These companies were mainly in process of winding up and liquidation, so the final result of privatization was concentration of ownership in hands of financial institutions and wealthy individuals. Privatization of infrastructure companies (telecommunications, petrol industry, electricity) is governed by special acts. Finally, Act on Investment Funds in 1995 and the reform of pension system introduced investment funds and pension funds as institutional investors on Croatian capital market. In December 1993, the Croatian Parliament enacted a new Companies Act (CA) that was modelled on the German Shares Act (Aktiengesetz). The fundamental principles set forth in the Companies Act includes a uniform code that regulates both companies of persons (general partnerships, limited partnerships, economic interest grouping) and companies of capital (public limited liability companies, private limited liability companies). The Companies Act, moreover, regulates groups of companies, mergers, divisions, transformations of companies and legal status of foreign companies. In 2003 and 2007 Companies Act was revised with contemporary changes in German and European Company Law. In this way Companies Act was harmonized with contemporary European directives and regulations on Company Law. The Companies Act in Article 272.p envisages that management board and supervisory board, or board of directors of public company whose shares are quoted on regulated market must secure that management of the company must give a statement in the annual report of the company on: a) Corporate Governance Code which is obligatory for the company, or voluntarily applied, or practice of Corporate Governance which is applied and information on publication of such Code or practice; b) statement on non-compliance with particular recommendations of such Corporate Governance Code and reasons for such non-compliance; c) description of basic characteristics of applied internal control of the company and of management of risks regarding the financial reporting; d) information on important direct and indirect shareholders, including pyramidal structures and mutual holdings, on shareholders with special control rights, on limitation of voting rights (voting caps, temporal limitations of voting rights, separation of financial rights and possession of shares), on rules for appointment and revocation of members of the management board or board of directors and on amendment of the articles of associations, on powers of members of the management board or board of directors, especially on their rights on issuing the shares and to acquire own shares of the company; e) information on composition and activity of the management board and supervisory board, or board of directors and their special committees. Corporate Governance Code is adopted in 2007 by the Croatian Agency for the Supervision of Financial Services (HANFA) which has been prepared by HANFA and the Zagreb Stock Exchange. Corporate Governance Code is obligatory for all public companies whose securities are admitted to trading on a regulated market (Prime Market, Official Market and Regular Market), except for investment companies. Listed public companies must fill up the Questionnaire which is a part of The Corporate Governance Code and submit it to the Zagreb Stock Exchange at least until delivery of the annual report of the company. They fulfil their obligation by publication of completely filled Questionnaire on their web pages or by delivery of the Questionnaire to the Zagreb Stock Exchange and its publication on web pages of the Zagreb Stock Exchange. The Code and their recommendations are based on the principle comply or explain, so if the listed public company does not comply with particular recommendation it must explain reasons for such exception. In 2008 was enacted new Capital Market Act which regulates functioning of the capital market in Croatia. This Act regulates: 1. conditions for establishment, business. control and dissolution of investment firms, market operator and operator of clearing and settlement system in Croatia, 2. conditions for providing of investment services and accomplishment of investment and ancillary activities, 3. rules of marketing on regulated market, 4. conditions for public offer of securities and their admittance on regulated market, 5. obligations on publication of informations regarding listed securities, 6. abuse of regulated market, 7. depositary o financial instruments and clearing and settlement system and 8. powers and procedures of HANFA regarding control of regulated market. The Capital Market Act is harmonized with Directive on markets in financial instruments 2004. The takeover procedure is regulated by Takeover Act which is enacted in 2007 and revised in 2009. The Takeover Act in Article 9 envisages that when a natural or legal person, as a result of his/her own acquisition or the acquisition by persons acting in concert with him/her, holds shares of a target company, added to any existing holdings of those shares of his/hers and the holdings of those shares of persons acting in concert with him/her, directly or indirectly give him/her a 25 % of voting rights in that company, giving him/her control of that company, such a person must make a mandatory bid. Target company is public company with registered seat in Croatia whose shares with voting rights are admitted to trading on a regulated market in Croatia, or it is a public company which has more than 100 shareholders and its share capital exceeds amount of 30 million HRK (approximately 4,1 million EUR). Case law of commercial courts is secondary source of law in Croatian Company Law. Zagreb Stock Exchange enacted Listing Rules which are mandatory for all listed public companies. Listing Rules determine conditions for membership of the Stock Exchange, obligations of members of the Stock Exchange, regulated market and multilateral trading facility, financial instruments, conditions for admittance of securities on regulated market, obligations of listed public companies, marketing on the Stock Exchange, conflicts of interests, control of the regulated market and sanctions. Some public companies enacted their own Corporate Governance Codes before adoption of Corporate Governance code by HANFA ( for example Lura, Podravka). Market capitalization of the Zagreb Stock Exchange (ZSE) is 168,38 billion HRK (approximately 23 billion EUR). Total number of listed public companies on ZSE is 278 companies (16 public companies on Official Market, 242 public companies on Regular Market, 20 public companies on MTF) (situation as on 20 August 2009). Total number of registered public companies is 1717, of which are active 1395 public companies (situation as on 31 May 2009). Transactions on the Zagreb Stock Exchange in 2008 were 31 billion HRK (approximately 4,2 billion EUR), of which 11,7 billion HRK (approximately 1,6 billion EUR) was in institutional turnover.Ownership structure of listed public companies is highly concentrated. For example in 2005 in 57 % of listed public companies ten mayor shareholders possessed more than 80 % of shares. Mayor shareholders were predominantly non-financial companies, state institutions and companies in state ownership. Non-financial companies are mayor shareholders in 58 % of listed public companies and state institutions and companies in state ownership are mayor shareholders in 21 % of listed public companies. Most of these companies undergone privatization (88,9 % of total), but 71,9 % of them still have a share of state ownership. The current and former employees of the companies usually participate in the ownership structure of the companies. In 75 % of public companies management board and supervisory board members own shares in public companies, mostly as result of the privatization rather than remuneration of the members of management boards in shares or options. Table 1. Structure of ten mayor shareholders in listed public companies in January 2005 Structure of ten mayor shareholders in January 2005 (%)Owner of shares/ rank12345678910Natural person20384862626771737975Non-financial company34282521211514141214Financial institution1591288109976State institution and company in mayor ownership of state3125169986436Source: HANFA Croatian Corporate Governance has features of Blockholder Model. Regarding the long term financing, banks are important source of financial assets for Croatian public companies. Number of takeover procedures declines through the years. During 2007 HANFA approved 16 mandatory bids and 238,2 million HRK was paid to shareholders. Table 2. Takeover activity YearNumber of mandatory bidsAmount of financial assets paid to shareholders in HRK200716238.264.533.0020063214.077.773.453,92200543195.159.572,64200430244.481.169,58200335473.561.184,42Source: Hanfa Foreign investors are highly represented in banks, insurance companies, tourism, telecommunications and petrol industry. Foreign direct investments have seen particularly slow growth. According to the Trade and Investment Promotion Agency, there were 2 large-scale foreign investment projects initiated in 2008, Rockwool and Applied Ceramics. Privatization of strategic government-owned assets has been the main source of FDI since Croatian independence. Large state assets such as utilities, the state insurance company and banks, are being sold by the government, usually through international tenders, and in some cases, through initial public offerings (IPOs), as was the case recently with the state oil company INA and the national telecom HT. Foreign Direct Investment between 1993 and the third quarter of 2007 totaled 126,4 billion HRK (approximately 17,3 billion EUR), with investments in the financial, chemical and telecommunications sector accounting for 58% of total investment. FDI in Croatia has shown steady growth in recent years. It is estimated that FDI for the first 3 quarters of 2007 amounted to 9,7% of GDP. FDI per capita is estimated at $1700. According to official statistics from the Croatian National Bank, Austria is the largest source of foreign investment in Croatia, accounting for 27% of total FDI since 1993. The Netherlands is second with 17% of total FDI, followed by Germany with 14% and France with 8%. The U.S. Embassy Zagreb estimates that the actual amount of U.S. investment in Croatia is approximately $ 2.5 billion, making the U.S. one of the leading investors.Croatia's markets are open to both domestic and foreign investment equally. There are no restrictions that would disrupt foreign investment in the securities market and other markets in Croatia. Foreign residents may open non-resident accounts and may do business both domestically and abroad.Non-residents and residents are afforded the same treatment in spending and borrowing. In 2006, the amended Investment Fund Law went into force, which provides for the establishment of derivative funds, index funds and other funds in accordance with EU legislation. There were registered 128 open-end funds with net value asset of 8,7 billion HRK (approximately 1,2 billion EUR)(situation as on 31 March 2009). There were also 11 closed-end funds. All Croatian workers under age 40 are required to pay five percent of their gross salary into a pension fund of their choice. EU Pillar III (additional voluntary savings with government matching of 25%) has also been introduced.Croatian financial markets are benefiting from this infusion of capital. The privatized and consolidated banking sector is advanced and is becoming more competitive. More than 90% of the total assets of the banking sector are foreign owned. By the 2nd quarter of 2007, there were 33 commercial banks and five savings banks, whose assets totaled 325.2 billion HRK. Austrian-owned Zagreba ka banka (23,05%) and Privredna banka (17,26%) are the two largest banks per percentage of total bank assets in Croatia. Legislative improvement of Croatian corporate governance came mostly from the process of harmonization of Croatian Company Law with directives and regulations of the European Union and through Roundtable on Corporate Governance for South East Europe in organization of the OECD and the World Bank. There were numerous corporate government scandals in Croatian companies (for example Rije ka banka, Viktor Lenac, Croatia Line, Podravka). Some of these scandals resulted with criminal lawsuits. Problems in the corporate governance of state owned companies (for example Croatian Railways (H}), Croatian Electric Company (HEP), shipyards) are planning to solve through privatization of these companies. Current financial crisis endangers Croatian capital market and reduces its financial power. As regards to reception of foreign law, Croatian legal system has roots in the civil law system and the model for regulation of Company Law was German and Austrian Company law. Primary source of law is Croatian Companies Act which is harmonized with the European Company Law. Croatia accepted continental European model of regulation. Internal corporate governance The board(s) In 1993 Croatia accepted mandatory two-tier board system (management board and supervisory board) for all public companies (Articles 239 and 254 CA). From the revision of the Companies Act in 2007 it is possible to introduce one-tier board system (board of directors) in the public company through the revision of the articles of association (Article 272 a CA). That revision was the consequence of harmonization of the Croatian Company Law with European directives and regulations. Since the introduction of option to one-tier or two-tier board system, only two listed public companies decided to implement one-tier board system (DINA-Petrokemija d.d. since October 2008, Arenaturist d.d.). The two-tier board system is predominant in Croatian public companies. In two-tier board system management board can have one or more members (managers) whose number is determined by the articles of association. If the management board consists of several persons, one among them shall be appointed chairman. A member of the management board may be any natural person with the capacity to act. The articles of association may determine the terms and conditions for appointing the members of the management board. The following persons may not be appointed as members of the management board: 1. a person punished for the offence of abuse of bankruptcy, abuse during the bankruptcy procedure, preferential treatment of creditors and violation of obligation of conduct accounting and business records pursuant to the provisions of the Criminal Code of the Republic of Croatia, during the period of five years after the finality of the judgement, such period not including the time of serving the sentence; 2. a person against whom a safety measure was pronounced forbidding him to engage in business entirely or partially involving the objects of the company, during the time while the aforesaid prohibition remains in force; 3. a person who is simultaneously a member of the supervisory board of the same public company (Articles 239 and 261 CA). The supervisory board must have a minimum of three members. The articles of association of the company may stipulate a higher number of members in the supervisory board, but the number shall always be uneven. The maximum number of members in the supervisory board depends on the share capital of the company (from 9 to 21 members)(Article 254 CA). Any natural person having full capacity to act may become a member of the supervisory board. The articles of association of the company may prescribe the requirements a person must fulfil in order to be appointed into the supervisory board. The following persons may not be members of the supervisory board: 1. a member of the management board of the same public company; 2. a member of the supervisory boards or boards of directors in ten other companies; 3. a member of the management board or executive director in a company controlled by the public company; 4. a member of the management board of another company of capital in whose supervisory board or board of directors there is one of the members of management board or executive director of the public company; 5. person who is punished for the prescribed offences or to whom a safety measure was pronounced in determined period in Article 239 CA. The articles of association of the company may prescribe the special requirements for members of the supervisory board elected by the general meeting of the public company (Article 255 CA). Members of the management board and its chairman are appointed by the supervisory board of the public company for a maximum period of five years and such appointment may be renewed. Renewed appointment shall not be made earlier than one year prior to the expiration of their mandate (Article 244 CA). The members of the supervisory board shall be elected and appointed for a period of four years at the longest, with the possibility of re-election and re-appointment (Article 258 CA). The members of the supervisory board shall be elected by the general meeting of the public company. The articles of association of the company may prescribe that certain shareholders may appoint certain number of the members of the supervisory board. The right to appoint the supervisory board members may be given only to certain shareholders or to holders of certain shares from time to time. Holders of certain shares may be entitled by the articles of association to appoint members of the supervisory board provided that their shares are registered shares and that such shares may be transferred only with the consent of the company. Such shareholders may not appoint more than one-third of the members of the supervisory board (Article 256 CA). In one-tier board system board of directors must have a minimum of three members. The articles of association of the public company may stipulate a higher number of members in the board of directors. The maximum number of members in the board of directors depends on the share capital of the public company (from 9 to 21 members). Conditions for the appointment of the members of the board of directors are identical as conditions for the appointment of the members of the supervisory board (Article 272 b CA). Members of the board of directors may be elected and appointed for a period of six years at the longest, with the possibility of re-election and re-appointment. The provisions of Article 256 shall apply mutatis mutandis to the appointment of the board of directors (Article 272 c CA). The board of directors appoints one or more executive directors for a period determined by the articles of association but no longer than six years. If there is more executive directors, one among them shall be appointed as a chief executive director. Members of the board of directors may be also appointed for executive directors, but in such occasion majority of members of the board of directors must be non-executive directors. Executive director cannot be elected for a chairman of the board of directors or a first deputy of the chairman. Executive directors must fulfil conditions for appointment of members of the management board if they are not appointed from the members of the board of directors. The articles of association may determine further conditions for appointing of executive directors and regulate procedure of appointment of executive directors by the board of directors (Article 272 l CA). Establishment of staggered boards is not possible in Croatian Company Law. The management board is responsible for the management of the company's business. If the management board consists of several persons, members of the board shall manage the business only collectively. The articles of association may provide individual management. The management board may adopt its rules of procedure. The decision of the management board regarding the rules of procedure shall be unanimous (Article 240 CA). The public company is represented by the management board. When performing this duty the management board shall be authorized to take all legal acts of representation in business, before the court and other governmental bodies. The members of the management board represent the private company collectively, but the articles of association may provide individual representation. Members of the management board shall sign documents on behalf of the company, always indicating the firm name and their position as member of the management board (Article 241 CA). The authority of the management board to represent the company may not be restricted. In relation to the company, the members of the management board shall comply with the restrictions lawfully imposed on them by the articles of association, decisions of the supervisory board, general meeting and the rules of procedure of the management board (Article 242 CA). In relation to the general meeting the management board shall carry out the following duties: 1. prepare, at the request of the general meeting, decisions and bylaws whose adoption is within the competence of the general meeting; 2. prepare contracts which may be signed only with the consent of the general meeting; 3. enforce decisions adopted by the general meeting within its competence (Article 243 CA). The management board convenes sessions of the general meeting and prepares the agenda. The management board has obligation to submit reports to the supervisory board in prescribed period on the following: 1. business policy and other principle issues regarding the future management of business; 2. profitability of the company business, in particular the return on equity; 3. the course of business, particularly revenues and the condition of the company; 4. business activities which could have a material impact on the profitability and solvency of the company business. The supervisory board may require the management board to report on other matters of importance for business activities and the condition of the company and it may at any time request the management board to provide information on matters related to business activities of the company which either have or reasonably may be expected to have a material impact on the condition of the company (Article 250 CA). The management board has obligation to prepare annual report on company's condition to the general meeting and consolidated annual report in case of affiliated companies (Articles 250 a and 250 b CA). If the company is insolvent or over-indebted, the management board shall, without delay and at the latest three weeks after the occurrence of the event determined by a special law as the cause of bankruptcy, request the initiation of bankruptcy proceedings. After insolvency or over-indebtedness has occurred, the management board shall suspend all payments. This shall not apply to payments made with the attention of a prudent businessman even after the occurrence of such events (Article 251 CA). The management board and supervisory board set down together annual financial statements of the company (Articles 300 a to 300 e CA). The supervisory board supervises the management of the company's business. It has the authority to control and inspect business records and documents of the company, its treasury, securities and other things. For that purpose, the supervisory board may employ experts or some of its members. The supervisory board submits written reports to the general meeting with reference to the supervision of the management board. In the report it shall specify whether the company acts in accordance with the law, bylaws of the company and decisions of the general meeting, whether annual reports are in compliance with the business books of the company and whether they reflect the true financial and business position of the company. The report shall also indicate the position of the supervisory board with regard to the proposal of the management board concerning profits and covering any losses of the company. The supervisory board shall have the authority to convene sessions of the general meeting. It is obliged to do so whenever the interests of the company so require. The management of the company may not be conferred upon the supervisory board. It may be determined either by the articles of association or by a decision of the supervisory board that particular operations are to be carried out only upon the consent of the supervisory board. Should the supervisory board refuse to give such consent, the management board shall be authorized to request the required approval from the general meeting. The general meeting shall decide on such consent with at least three-fourths of all votes. The articles of association may require a larger majority for that decision and may impose additional requirements (Article 263 CA). The supervisory board may revoke its decision on the appointment of members of the management board or its chairman, provided that there is just cause to do so. Just cause shall be in particular: gross violation of duty, inability to orderly conduct the business of the company or a vote of non-confidence at the general meeting of the company, unless such vote was made for manifestly unfounded reasons (Article 244 CA). The supervisory board gives consent to a member of the management board to carry out activities which are competitive to the business of the public company or to conclude contracts with the public company (Articles 248 and 49 CA). It also gives consent to the public company for granting loans to management board members, procurators and their immediate family members (Article 249 CA). The supervisory board represents the public company towards the members of the management board (Article 268 CA). The board of directors manages the business of the public company and fixes up principles for performance of the companys business, supervises the management of the company: It represents the company towards executive directors and in such situations other executive directors cannot participate in actions of the board of directors. The board of directors has obligation to convene sessions of the general meeting and prepare the agenda whenever the interests of the company so require. It may delegate performance of certain activities in relation to preparing and convening of the general meeting to executive directors. The board of directors conducts accounting and business records of the company, prepares annual report on company's condition and consolidated annual report in case of affiliated companies. It submits written report to the general meeting regarding the supervision of the management of the public company and takes measures for systematic control of the management of the company. The board of directors has obligation to request the initiation of bankruptcy proceeding if the company is insolvent or over-indebted. It also sets down annual financial statements of the company (Article 272 h CA). Executive directors are responsible for the management of the company's business and representation of the public company (Articles 272 l and 272 m CA). Their autonomy is weaken regarding members of the management board because they must manage the company in accordance to the decisions of the board of directors and they can be removed from the position without just cause at any time. If there is more executive directors, they shall manage the business and represent the company only collectively, but the articles of association may provide individual management. Executive directors have obligation to submit applications for the entry into the commercial register and to deposit prescribed documents. They must inform without delay the chairman of the board of directors on losses, insolvency or over-indebtness of the company. Executive directors must submit reports to the board of directors in prescribed period on the performance of business of the company and they prepare annual report on company's financial standing to the general meeting and consolidated annual report in case of affiliated companies. Provisions of the Companies Act on duty of care and liability of the members of the management board and provisions on conflict of interest are applied on the executive directors (Article 272 l CA). If the voting results in a tie and the articles of association do not provide for a different way of settling the matter, the decisive vote shall be that of the chairman of the management board (Article 240 CA). The chairman of the management board coordinates the work of other members, convenes sessions of the management board, communicates with the supervisory board. The general meeting decides on clearance to members of the management and supervisory boards or the board of directors. The issuance of clearance to an individual member shall be decided upon by a separate vote if this is required by the general meeting or requested by shareholders whose aggregate shareholding equals to not less than one-tenth of the share capital of the company. By issuing clearance, the general meeting approves the management of the company by the management and supervisory boards or the board of directors. The issuance of clearance does not constitute a waiver of claims for damages, regarded from the point of responsibility, which may be asserted against persons who received clearance. If the clearance is not issued, this is the reason for removal of members of the management and supervisory board or the board of directors. Deliberations on the issuance of clearance shall be simultaneous with the deliberations on appropriation of current profits (Article 276 CA). The supervisory board elects the chairman and at least one deputy chairman from among its members. The deputy chairman shall have rights and responsibilities of the chairman only if the latter is prevented from performing his duties. Minutes shall be taken at all meetings of the supervisory board and shall be signed by the chairman. The supervisory board may set up a commission to prepare decisions to be made and to control their implementation. The commissions shall not decide on issues within the competence of the supervisory board (Article 264 CA). In Article 27 of the Audit Act 2005, which was amended in 2008, it is prescribed that listed public companies, mayor undertakings determined by Accounting Act and commercial companies of the special state interest with the share capital of more than 300 million HRK (the commercial companies of public interest) must establish the audit committee. Members of the audit committee may be the members of the supervisory board and persons elected by the supervisory board. At least one member of the audit committee must be an expert in accounting and audit. Tasks of the audit committee are: a) surveillance of the procedure of making financial statements, b) surveillance of effectiveness of the system of internal control and management of risks and internal audit, c) controlling over auditing of annual financial statements and consolidated financial statements, d) surveillance of the independence of external auditors or audit companies, and especially of contracts on special services, e) giving of recommendations to the general meeting for election of external auditors or audit companies, f) discussing over plans and annual report on internal audit (Article 28 Audit Act). Audit company and external auditor must cooperate with the audit committee and give necessary information on auditing and internal control of the procedure of making financial statements. They also must give written statement to the audit committee on their independence towards the public company (Article 29 Audit Act). Such committees can be established in the board of directors too (Article 272 i CA). Corporate Governance Code recommends establishment of audit, remuneration and nomination committees in listed public companies. Meeting of the supervisory board may be convened by the chairman on request of each member of the supervisory board with stating the reason or purpose, or on request of the management board. The meeting must be held within 15 days of being convened. If the requests of at least two members of the supervisory or management board related to the convening of the board meeting have not been met, the persons who submitted the requests may convene the meeting themselves, provided that they have presented the agenda for that meeting. The meetings of the supervisory board shall be convened as a rule once in three months, and must be convened at least once in six months (Article 265 CA). The meetings of the supervisory board shall not be attended by persons who are not its members or members of the management board of the company. Reporters and consultants for certain issues to be decided may be summoned to the meeting. Supervisory board members may attend meetings of all commissions of that board even if they are not members of the commission, unless the chairman of the commission has determined otherwise (Article 266 A). Unless otherwise prescribed by the Companies Act, the supervisory board shall have the authority to make decisions if all the requirements stipulated in the articles of association have been met. If the articles of association are silent on these issues, the supervisory board shall have the authority to adopt decisions provided that at least one-half of the required number of its members participate in the decision-making. If not otherwise prescribed by the articles of association of the company, decisions of the supervisory board shall be made by a majority vote. Absent members of the supervisory board may participate in the decision making by giving their votes in writing. A vote in the supervisory board may be presented by letter, telephone, telegraph, fax or other appropriate technical means, unless one of the supervisory board members opposes such voting (Article 267 CA). Provisions on taking of minutes on board meetings, on convening, participation and decision making in supervisory board are identical for the board of directors (Article 272 j CA). Members of the board of directors elect the chairman and at least one deputy chairman from among its members. Executive director cannot be elected for a chairman of the board of directors or a first deputy of the chairman (Article 272 i CA). Members of the board of directors who are executive directors cannot participate in decision making on appointment and removal of executive directors, on their liability or their relations with the public company (Article 272 j CA). Croatian Corporate Governance Code in Article 3.2.2. regulates the position of independent directors in the supervisory board and the board of directors of listed public companies. Definition of their independence in the Corporate Governance Code is accepted from the Annex II of the European Commission Recommendation on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board 2005. Independent director of the supervisory board or the board of directors is a person who must meet following criteria: a) he is not connected with the company, with exception of certain small shareholding in the company, he is not a controlling shareholder or he does not represent controlling shareholder or the group of controlling shareholders, he is not a member of the group of controlling shareholders, he is not a husband/wife or relative to one of the persons previously mentioned or he does not have any connection with companies affiliated with the controlling shareholder; b) he is not a member of the management board or executive director of the company of the company or an associated company, and not having been in such a position for the previous five years; c) he is not an employee of the company or an associated company, and not having been in such a position for the previous three years; d) he does not receive, or have not received, significant additional remuneration from the company apart from a fee received as non-executive director or member of the supervisory board (such additional remuneration covers in particular any participation in a share option or any other performance-related pay scheme; it does not cover the receipt of fixed amounts of compensation under a retirement plan for prior service with the company); e) he does not have, or have not had within the last year, a significant business relationship with the company or an associated company, either directly or as a partner, shareholder, director or senior employee of a body having such a relationship (business relationships include the situation of a significant supplier of goods or services (including financial, legal, advisory or consulting services), of a significant customer, and of organisations that receive significant contributions from the company or its group); f) he is not, or have not been within the last three years, partner or employee of the present or former external auditor of the company or an associated company; g) he is not executive director or member of the management board in another company in which an executive director or member of the management board of the company is non-executive director or member of the supervisory board, and not to have other significant links with executive directors of the company through involvement in other companies or bodies; h) he has not served on the supervisory board or as a non-executive director in the board of directors for more than 12 years; i) he is not a close family member of an executive director or of a member of the managing board, or of persons in the situations referred to in points a) to h). The supervisory board or the board of directors of listed companies must have majority of independent members. They are appointed as a members of audit, remuneration and nomination committees of the listed public company. These committees must have at least three members, except in case of public companies with small supervisory boards (less then seven members). Majority of members of special committees must be independent directors. Only members of committees may participate in their work with possibility of participation of certain experts or employees of the company which received invitation. Committees must regularly submit reports on their work an results to the supervisory board or the board of directors. The listed company must once a year submit and publish report on work, composition, number of meetings and attendance to meetings of committees of the supervisory board. Chairman of each committee must directly communicate with shareholders (Article 3.2.11. Corporate Governance Code). Members of the management board must take in account interests of the company in performing of their duties. They are obliged to inform the company on all situations of conflicts of interest. A member of the management board may not, either for his account or for the account of third persons, carry out activities from the object of activity of the company, act as a member of the management or supervisory boards in another company engaged in business similar to that of the company or use company premises to perform activities for his own or for another person's account. Without the aforementioned consent, the management board member shall not be a personally liable member of another company of persons if the company carries out activities from the object of activity of the company in question. If a management board member acts contrary to the aforementioned prohibition, the company may claim compensation from such member for damage inflicted to the company. In lieu thereof, the company may require such member of the management board to permit that the business transacted for his own account be considered businesses concluded for the account of the company or to transfer the earnings following from the business transacted for the account of third parties to the company, i.e. to assign the claim for payment of the remaining part of his earnings to the company. The company's claims shall expire three months after other members of the management and supervisory boards have learned about the act on the grounds of which the compensation for the damage may be claimed. The demand shall in any case expire, regardless of the knowledge of the act, within five years after the act took place (Article 248 CA). The company may grant loans to management board members, procurators and their immediate family members only on the basis of a decision of the supervisory board. The decision may refer only to specific loan agreements and to specific kinds of loans. The loan agreement shall be concluded not later than three months after the date on which the decision on granting the loan has been adopted. The decision shall specify the interest rate and instalments. Other legal transactions which may in economic terms be identified with a loan, shall also be considered as a loan. This, however, shall not apply to loans which do not exceed the monthly salary of the management board members. This provisions shall also apply to loans given by the controlling company to such persons in the controlled company and to their immediate family members, or loans given by the controlled company to such persons in the controlling company and to their immediate family members. In such cases, the decision on granting the loan shall be made by the supervisory board of the controlling company. Where a loan is granted in violation of the aforementioned provisions, it shall be immediately repaid, regardless of the provisions of the contract, unless the supervisory board subsequently adopts a decision on granting the loan (Article 249 CA). Finally, without special authorization from the company, a member of the management board shall not act as the other contracting party and conclude contracts with the company on his own behalf and for his own account, on his own behalf for the account of other persons, or on the behalf of and for the account of other persons (Article 49 CA). All these provisions are applied on the executive directors and the consent is given by the board of directors (Article 272 l CA). As regards to members of the supervisory board, the supervisory board gives consent for conclusion of contracts between the company and member of the supervisory board, which are concluded out of their function in the supervisory board, and for granting the loans to members of the supervisory board and their immediate family members (Article 270 and 271 CA). Prohibition on competition is not applied on members of the supervisory board. These provisions on the position of the members of the supervisory board are applied on members of the board of directors (non-executive directors) (Article 272 c CA). Corporate Governance Code in Article 3.3.6. prescribes that all contracts and other business activities between members of the management board and the company must be based on commercial grounds, audited by independent persons and specified in companys reports. They cannot be directly or indirectly in competition with the company for their own account or for the account of other persons. Members of the management board cannot have important shareholding in other concurrent companies. Member of the management board must obtain permission from the supervisory board for the membership in the supervisory board of other company, but with limitation of total seven posts in supervisory boards of other companies. The supervisory board gives consent to a member of the management board to carry out activities which are competitive to the business of the public company. In Article 3.2.7. of the Corporate Governance Code there are similar provisions regarding members of the supervisory board. The management board members shall manage the business of the company with the care of a prudent businessman and shall keep business secrets of the company. Business judgement rule is introduced for the management board since 2007. It prescribes that member of the management board would not be liable to the company if he made business decision on appropriate information and that he could reasonable believed that he acted in the best interest of the company. The management board members who violate their duties shall be jointly and severally liable for the damage inflicted on the company. In case of dispute, the management board members shall bear the burden of proof that they employed the care of a prudent businessman. The management board members shall be in particular liable for damage if, in violation of the Companies Act, they: 1. return to shareholders what they have contributed into the company; 2. pay interests or dividends to shareholders; 3. subscribe for, acquire, take as a pledge or redeem the company's own shares or another company's shares; 4. issue shares before their par value or higher value for which they were issued has been fully paid up; 5. distribute company assets; 6. make payments after the occurrence of insolvency or over indebtedness; 7. give remuneration to the members of the supervisory board; 8. give loans; 7. in course of contingent capital increase, issue shares contrary to the purpose or before they have been fully paid up. There shall be no liability to compensate for damages if the actions of the management board members were based on a decision of the general meeting. The approval of such action obtained from the supervisory board shall not exclude liability. The company may waive its claim for compensation of the damage or negotiate a settlement of the claim only upon the expiry of three years after the claim was first made but with the consent of the general meeting, and if there is no objection from the minority owning at least one-tenth of the share capital of the company, and the objection is not entered into the minutes of the session of the general meeting. This time limit shall not apply if the person liable for the damage is insolvent, or if that person, in order to avoid bankruptcy, settles with his creditors. The claim for compensation of damage may also be asserted by creditors of the company if they are unable to settle their claim from the company. Creditors may assert the claim only if the management board member has grossly violated his duty to act as a prudent businessman, except in specified situations of liability of management board members. In relation to the creditors of the company, the obligation to compensate the damage shall not be excluded by the company's waiver of its claim, or by the settlement of the claim, or by reference to the fact that the action in question was based on a decision of the general meeting. Claims against members of the management board shall expire five years thereafter (Article 252 CA). These provisions are applied on members of the supervisory board, members of the board of directors and executive directors (Articles 272, 272 k and 272 l CA). As remuneration for their services, management board members may be given the right to participate in company profit. If management board members are given the right to participate in company profits accrued during the current year, their share in the profit shall be calculated by deducting from the profits accrued during the current year the losses made by the company in the previous year and the amounts to be earmarked for statutory reserves and reserves established by the articles of association of the company. Any other determination of participation of management board members in the company profit shall be null (Article 246 CA). In the calculation of the aggregate income of a particular management board member (salary, profit participation, reimbursement of expenses, payment of insurance premiums, commission and all other benefits), the supervisory board shall ensure that the aggregate income bears a reasonable relationship to the work done by that management board member and with the condition of the company. If, after the remuneration of the management board members have been established, financial circumstances of the company deteriorate to such an extent that further payment of remuneration would result in gross injustice to the company, the supervisory board or in the case of appointment of the member of the management board by the court, the court at the request of the supervisory board, shall be entitled to reduce such remuneration to an appropriate amount. The reduction of income shall not affect other parts of the agreement signed between the management board member and the company. The management board member shall have the right to rescind the agreement at the end of the following trimester with a notice period of six weeks (Article 247 CA). Remuneration to members of the board of directors is governed by the provisions on remuneration of the members of the supervisory board and remuneration of executive directors is governed by the provisions on remuneration of the members of the management board (Article 272 c and 272 l CA). These provisions are applicable Corporate Governance Code recommends in Article 3.2.11.2. that the supervisory board of listed public company should establish the remuneration committee which proposes the content of the contract with the members of the management board and remuneration for members of the management board and supervisory board. On the other hand, the remuneration for members of the supervisory board is determined by the articles of association or by decision of the general meeting (Article 269 CA, Article 3.2.5. Corporate Governance Code). Remuneration may be granted in form of the salary, profit participation, reimbursement of expenses, payment of insurance premiums, commission and all other benefits. Options cannot be granted to the members of the supervisory board (Article 3.2.5. Corporate Governance Code). Decision on granting of shares, options and profit participation to members of the management board must be approved by the general meeting of the company. Remuneration is comprised from the fixed salary, variable components and options (Article 3.3.3.1. Corporate Governance Code). Corporate Governance Code in Article 3.3.3.2. determines the methods of calculation of remuneration for members of the management board. The Companies Act does not envisage special obligation of publication of information on remuneration, but the Corporate Governance Code in Art. 3.2.5., 3.3.3.1., 3.3.3.3. and 5.2. recommends publication of remuneration for members of management board and supervisory board in annual report of the listed public company and on their web sites. The criteria for remuneration of members of the management board are usually defined only in their contracts and the most important remuneration criteria are fulfilment of plans, attainment of strategic goals and the results in the area for which a particular management board member is responsible. On average, the fixed part of the remuneration sum is 90 %, whereas 10 % belongs to the variable part. Members of the management board and supervisory board are liable to the public company for performance of their duties. In case of untimely initiation of bankruptcy proceedings, members of the management board are liable to insolvency creditors of the company for inability to settle their claims in bankruptcy proceedings. In cases where the management board member has grossly violated his duty to act as a prudent businessman, creditors of the company may assert the claim for compensation of damage if they are unable to settle their claim from the company. The general meeting of the company by simple majority adopts decision on assertion of the claim against members of the management and supervisory boards or members of the board of directors and executive directors. Minority shareholders whose shares represent at least one-tenth of the registered capital, provided that they have been company shareholders for a minimum of three months prior to the general meeting where this decision is made, may also request adoption of such decision. The claim must be asserted in six months from the adoption of decision by the general meeting. The company is represented by the management or supervisory board in proceedings, or by special representative appointed by the general meeting. If so decided by the general meeting, or if the stated minority of shareholders has requested filing of the claim, the commercial court may appoint other special representatives of the company, upon the proposal of the stated minority of shareholders or shareholders owning shares which account for a minimum of million HRK (approximately 1,1 million EUR) of registered capital, where it considers that to be useful for the fulfilment of the companys claim. If the court accepts the claim, the costs of the procedure shall be borne by the company. The company shall pay a fee to the appointed representatives for their work and compensate for their expenses related to the representation. The amount of the fee and expenses to be compensated for shall be determined by the court. The shareholders cannot directly assert the claim against the members of the management and supervisory board for account of the company. A minority holding 5 per cent of the share capital or a pro rata amount of 4 million HRK (approximately 550.000,00 EUR) may in certain contexts petition to the court for the appointment of the special representative who decides on assertion of the claim against the members of the management and supervisory board if it is not done by the management or supervisory board of the company in six months period (Article 273 a CA). Shareholders Shareholders in public companies have managing, property and special rights in the company on the basis of their shares in the share capital of the company. The managing rights of shareholders are the right to participate in the general meeting, right to debating in the general meeting and voting rights. Property rights are constituted of the right to dividend payments, right to receive a portion of the remainder of liquidation or bankruptcy estate of the company and pre-emptive rights. Special rights are information rights, right of shareholders on control of the company, minority shareholders' rights, right to assert the claim for nullity of resolutions of the general meeting and right of minority shareholders to assert the claim against the members of the management and supervisory board for account of the company. Shares may be issued as ordinary or preferred shares. Ordinary share entitles its shareholder the right to vote on the general meeting, right to dividend payments and right to receive a portion of the remainder of liquidation or bankruptcy estate of the company. A preferred share, in addition to the ordinary share rights, entitles its holder to rights such as the right to receive dividends in amount defined in advance or in percentage of the nominal value of the share and, the right of priority in collecting dividends and other preferred property rights (cumulative and participative shares) (Article 167 CA). Preferred shares may be issued without the right to vote, but the aggregate nominal value of such shares shall not exceed on-half of the amount of the companys share capital (Article 169 CA). Since 2008 there is possible to issue only registered shares (Article 165 CA). Minority shareholders who hold a minimum percentage or fixed amount of the shares have certain rights specified in the Act or the articles of the association. The holders of 5 per cent of the share capital, or such lower amount as may be specified in the articles of association, may request the calling of special general meeting of the company. Likewise, they may require the inclusion on the agenda of a particular item. The shareholders may apply to the court for enforcement of their rights should the management board fail to honour such requests (Article 278 CA). A 10 per cent minority has the power to block a waiver or settlement of various claims the company may have against members of the management and supervisory boards/the board of directors and executive directors or others (Articles 193, 252, 272, 272 k, 272 l CA) or against controlling company (Article 494, 495, 501, 502, 507 CA). The holders of 10 per cent of the share capital that have held their shares for at least three months can also compel the enforcement of claims in connection with the establishment of the company, claims for abuse of influence and claims against the members of the management and supervisory board for account of the company (Article 273 a CA) A minority holding 5 per cent of the share capital may in certain contexts petition to the court for the appointment of a special auditor (Article 298 CA). A minority holding 5 per cent of the share capital or a pro rata amount of 4 million HRK (approximately 550.000,00 EUR) may, on the basis of an important reason, petition to the court for the replacement of liquidators (Article 371 CA). A minority holding 10 per cent of the share capital can force separate resolutions on some or all members of the management and supervisory boards/board of directors as to their discharge from responsibility (Article 276 CA). A minority holding 10 per cent of the share capital or a pro rata amount of 8 million HRK (approximately 1,1 million EUR) may, on the basis of an important reason, apply to the court for the dismissal of supervisory board members (Article 260 CA). Finally, shareholders holding 25 per cent of the share capital plus one share (blocking minority) may block all resolutions of the general meeting requiring a three-quarters majority of the capital represented (amending the articles of association, capital increases and reductions, contracting of enterprise agreements, mergers divisions and transformations of the company, dissolution of the company, transfer of assets of the company). At the general meeting, the management board shall provide each shareholder, at his request, with relevant information regarding the company business where necessary for proper evaluation of the items on the agenda. The duty to provide information shall also extend to legal and business relationships of the company with affiliated companies and acquisition of own shares of the company. The management board shall be entitled to deny information: 1. which could, according to reasonable business judgment, incur damage to the company or a company affiliated with it; 2. on tax payments and their individual amounts; 3. on the difference between the value of certain objects as expressed in the company books and their higher values, unless the general meeting confirms annual financial statements; 4. on the methods of drafting annual financial statements of the company, and the appraisal of the value of its assets, revenues and expenses, if the mention of these methods in the annex to the abovementioned financial statements is sufficient to provide insight into the actual assets and financial position of the company and its profits; 5. if the disclosure of the information by the management board would constitute a criminal offence; 6. if the information is available on the web pages of the company at least seven days before and during the session of the general meeting. If information has been provided to a shareholder, by reason of his status as a shareholder, outside the general meeting, such information shall be presented at the general meeting to each shareholder in the company upon his request, even if the particular piece of information is irrelevant for the evaluation of the items on the agenda. If information is denied to a shareholder, he may request that his question and the reason for being denied the information are included in the minutes taken at the general meeting. The chairman of the general meeting may reduce the time for questioning and discussing on the general meeting (Article 287 CA). The commercial court has the exclusive jurisdiction to decide on shareholders' requests as to whether the management board is obliged to provide them with relevant information. The request of the shareholder to the court may be filed by any shareholder denied information if a decision was adopted at the general meeting concerning the item on the agenda to which the requested information is related, and any shareholder who attended the meeting and expressed his disagreement with the decision, the disagreement being duly recorded in the minutes. Such request shall be made within fifteen days following the general meeting at which such information was denied to the shareholder. If the court accepts the request, the information is given out of the general meeting (Article 288 CA). A contract by which a public company assumes the obligation to transfer its entire assets or assets which value exceeds one quarter of the share capital of the company and if it means substantial structural change in the company, shall be valid only if approved by the general meeting. The decision shall require the majority of at least three-fourths of the share capital represented at the general meeting of the company at the time of the adoption of the decision. The articles of association may require a greater majority of votes or impose additional requirements (Article 552 CA). The general meeting of the company may on the request of the shareholder who holds more than 95 % of the share capital (the main shareholder) decide on transfer of shares of minority shareholders to the main shareholder with paying of compensation in cash. This compensation is determined by the main shareholder regarding the circumstances of the company in time of bringing decision of the general meeting and it is audited by independent auditors. The decision of the general meeting on transfer of shares of minority shareholders to the main shareholder shall not be set aside on the grounds that the compensation is not appropriate. If the compensation is too low or it is not offered, the court may, upon request of the minority shareholder, determine appropriate compensation. Such request may be filed within two months following the date considered as the date of publication of entry of the decision on transfer of shares of minority shareholders to the main shareholder in the commercial register by the court having jurisdiction for the seat of the company (Articles 300 f to 300 k CA). Labor Labour Act 2004 in Article 166 envisages the right of employees to one representative of employees in the supervisory board or the board of directors of the commercial company which has more than 200 employees, or if it is a commercial company in which the Republic of Croatia or entities of the local or regional self-government have shareholdings which exceeds 25 per cent of the share capital regardless of the number of employees. The representative of employees in the supervisory board is appointed and removed by the employees council or by employees directly. Such member of the supervisory board has identical rights and obligations as other members of the supervisory board. In this way labour codetermination is limited on certain public companies. Audit The Accounting Law in Article 17 determines entrepreneurs subject to statutory audit: annual financial statements and consolidated annual financial statements of large entrepreneurs, medium-sized entrepreneurs and of the entrepreneurs whose shares or debt securities are listed or are in the process of preparation for listing on an organised securities market. However that provision will become effective upon accession of the Republic of Croatia to the EU. Therefore, the financial statements of companies specified in Article 6 of the Audit Act are subjects to annual statutory audit: 1. all public limited liability companies, 2. limited partnerships and private limited liability companies whose total annual revenue is 30.000.000,00 HRK (approximately 4.100.000,00 EUR) in the year preceding the audit, 3. banks, 4. insurance companies, 5. investment funds, 6. pension funds, 7. pension insurance companies, 8. other companies under the special regulation and 9. affiliated companies regardless of their size, if the controlling company must audit its annual statements. The consolidated financial statements shall also be subject to statutory audit once a year. Audit services may be performed by audit company or independent auditor (natural person) authorised by the Croatian Chamber of Auditors (Article 3 Audit Act). Auditors are obliged to prepare an auditors report, which must include: 1. introduction in which all audited financial statements are listed along with the accounting policies used in preparation of the financial statements; 2. description of the purpose and scope of the audit, stating the auditing standards according to which the audit has been conducted; 3. the auditors opinion which clearly shows whether the annual financial statements give a true and fair view of the financial position of the entrepreneur pursuant to Accounting Act and the CFRS or the International Financial Reporting Standards, and whether the annual financial statements conform with the provisions regulating the operations of the entrepreneur in question (his opinion may be a positive opinion or an opinion with reservations or a negative opinion or a certified auditor may withhold his/her opinion if he/she is unable to express it); 4. special warnings and problems to which the certified auditor wishes to draw attention, but without expressing an opinion with reservations; 5. opinion about conformity of the annual report with the annual financial statements for the same financial year. The certified auditor shall sign and date the auditors report. The auditors report shall be safe kept permanently in the original (Article 17 Accounting Act and Article 17 Audit Act). Auditors can perform additional services regarding finances and accounting, financial analysis and control, appraisal of value of the undertaking, assets and obligations, tax and other business advisory services, services of the judicial expertise and services of making and economic estimation of investment projects. If the auditor performs audit services in certain company, he cannot simultaneously perform additional services regarding finances and accounting, tax and other business advisory services, services of appraisal of value of the undertaking, assets and obligations, services of the judicial expertise in that company in same financial year. The auditors must present their additional services in auditors transparency statement (Article 11 Audit Act). Legal relations between the auditor and the company are regulated by the contract (Article 12 Audit Act). Auditors must keep business secrets of the company (Article 16 Audit Act). The auditor who performs audit services in the commercial companies of public interest (Article 27 Audit Act) must publish the transparency statement on his web site or the web site of the Chamber of Auditor in the period of three months since the ending of financial year of the company of public interest (Article 17 a Audit Act). Finally, the auditor must conclude the insurance contract against liability to third parties, caused by his malpractice in providing of audit services (Article 18 Audit Act). Independence of the auditors is governed by Articles 21, 22 and 25 of the Audit Act. Authorised auditor cannot perform audit services in the company: a) in which he is simultaneously a shareholder or a member of the company; b) in which he participated in keeping of business records or preparation of annual financial statements of the company which are audited in same financial year; c) in which he is a member of the supervisory or management board, procurator or legal representative and employee of the company; d) in which his spouse or immediate family member is a member of the supervisory or management board or procurator of the company; e) if there are other circumstances which endanger independence and objectivity of the auditor (Article 21 Audit Act). Audit company and independent auditor cannot perform audit services in the company: a) in which they are simultaneously shareholders or members of the company; b) which is a shareholder or a member of the audit company in question; c) in which they participated in keeping of business records or preparation of annual financial statements of the company which are audited in same financial year; d) if they are connected with the company in such way that this endangers independence and objectivity of the auditor; e) if there are other circumstances which endanger independence and objectivity of the auditor. The audit company and independent auditor cannot perform audit services in the company in which auditors shareholders or members have direct or indirect shareholding (Article 22 Audit Act). There is obligation of authorised auditor and shareholder or member of the audit company to inform audit company or independent auditor on such circumstances (Articles 23 and 24 Audit Act). Shareholders or members of the audit company and members of its management and supervisory boards shall not influence on performing of audit services and preparation of the auditors report which may endanger independence and objectivity of the auditor (Article 25 Audit Act). Independent auditor and audit company with one employed authorised auditor cannot perform audit of the annual financial statements of: a) public companies and private companies with annual revenue of more than 40.000.000,00 HRK (approximately 5.480.000,00 EUR); b) listed public companies and c) banks, investment funds, pension funds and companies, investment undertakings and other legal persons which perform financial services and they are under obligation of special audit of their consolidated annual financial statements (Article 26 CA). Independent auditor or audit company which performs audit in the commercial companies of public interest must once a year submit to the audit committee of such commercial company written statement on their independence regarding audited commercial company of public interest, inform the audit committee on all additional services provided to audited commercial company of public interest and discuss with the audit committee on circumstances which endanger the independence and objectivity of the auditor and used protection mechanisms. The audit company and independent auditor have obligation to rotate authorised auditor who performed the auditing of the annual financial statements of commercial companies of public interest after expiration of seven years period since the beginning of the auditing (rotation obligation). This rotated authorised auditor may again perform audit services in that commercial company of public interest after expiration of two years period (Article 26 a Audit Act). The authorised auditor cannot become a member of the management or supervisory boards of the audited commercial company of public interest before expiration of two years period since termination of his contract of employment with the audit company or independent auditor (Article 26 b Audit Act). The audit company or independent auditor are directly liable to the audited public company for damages caused by their malpractice in providing of audit services. They have obligation to conclude the insurance contract against liability to third parties, caused by their malpractice in providing of audit services (Article 18 Audit Act). For damage caused by the audit company or independent auditor in performance of audit services the minimum insured sum is 300.000,00 HRK (approximately 41.000,00 EUR) by each damage. For damage caused by the audit company or independent auditor in performance of audit services in banks, pension and investment funds and insurance companies the minimum insurance sum is 3.000.000,00 HRK (approximately 410.000,00 EUR) by each damage (Article 19 Audit Act). For damage caused by unauthorised audit company or independent auditor in performance of audit services according the Article 26 of the Audit Act the minimum insurance sum is 100.000,00 HRK (approximately 13.700,00 EUR) by each damage. Audit companies and independent auditors registered in the European Union and other states must conclude the insurance contract against liability to third parties with domestic insurance company. This is a condition for authorisation of their work in the Republic of Croatia by the Croatian Chamber of Auditors (Article 19 Audit Act). External corporate governance Takeover regulation Takeover procedure is regulated by the Takeover Act enacted in 2007 and amended in 2009. Provisions of the Takeover Act are harmonised with the Takeover Directive. The takeover procedure is controlled by HANFA. The Takeover Act applies to the following target companies: 1) Croatian public companies: a) whose shares with voting rights are listed on a regulated market in the Republic of Croatia, or b) public companies with more than 100 shareholders and with the share capital of more than 30.000.000,00 HRK (approximately 4.100.000,00 EUR), and 2) public companies with registered seat in other member state of the European Economic Area whose shares with voting rights are listed on a regulated market in member state of the European Economic Area (the Takeover Act shall be applicable to target companies with registered seat in other member state of the EEA as of Croatia's accession to the EU) (Article 2 Takeover Act). The Takeover Act regulates mandatory bids for the shares of aforementioned target companies. The Takeover Act requires a mandatory bid to be made for all of the shares in the following situations: a) once a person (together with all persons with whom he is acting in concert) obtains a controlling threshold in a target company, that is, directly or indirectly controls over 25% of the voting rights of the target (controlling threshold); b) once a person (together with all persons with whom he is acting in concert), who has already obtained a controlling threshold, acquires more than an additional 10% of the voting shares of the target company (additional threshold); or c) once a person (together with all persons with whom he is acting in concert), who has already obtained a controlling threshold, acquires additional voting shares in the target company and after such acquisition holds more than 75% of the voting shares of the target company (final threshold) (Article 9 Takeover Act). A person who already holds more than 75% of the voting shares in the target company and wishes to acquire additional shares has no duty to make a mandatory bid. The price offered for the shares may not be lower than the higher of: a) the highest price paid by the bidder for shares of the target during the prior year; or b) the average weighted closing prices of target's shares during the last three months. The same price must be offered and paid to all shareholders. The purchase price must be paid in cash. If the bidder, or a person acting in concert, within one year after the expiration of the offers term acquire shares of the target company that were the subject of the takeover for a price that is higher than the price set forth in the offer, such bidder would be obliged to pay the difference to all shareholders who have accepted the bid within 7 days from the acquisition of such additional shares. This provision does not apply to the acquisition of shares through statutory changes (for example mergers, divisions), through an increase of the share capital of the target company or an acquisition of target companys shares in lieu of the payment of a dividend (Article 16 Takeover Act). As of Croatia's accession to the EU, the purchase price for shares in a takeover bid can be paid either in: a) cash; b) shares; or c) a combination of both. When offering shares or a combination of cash and shares, the bidder must also offer cash as an alternative. Shares offered as payment must be: a) listed on either the same market or another market having at least the same level of transparency; b) of the same type; and c) without any encumbrances (Article 17 Takeover Act). The offer must remain open for at least 28 days and cannot be longer than 60 days, except if there is a competing bid, in which case it may remain open until the end of the competing bid (Article 28 Takeover Act). Within 10 days after publication of the bid, the management board of the target must issue an advisory opinion setting forth the following: a) the management boards view of the type and amount of the offered price for the shares; b) the management boards view of the bidders future intentions and goals in relation to the target; c) the management boards view of the bidders strategic plans in relation to the target company and potential consequences arising out of these plans with respect to the targets employment policy, the employees status, and the potential change of the location in which the target performs its business activities; d) statements of the management board members on their intention to accept or refuse the offer; and e) statements of the management board members on whether there is an agreement between them and the bidder, and if there is, its terms and conditions. Within 5 days after the publication of the offer and before the opinion is published, the management board of the target is obliged to submit its opinion to the targets employees representatives or to the employees directly, who can give their opinion on the offer within the next 3 days. If the management board of the target receives the employees opinion on time, it is obliged to attach it to its opinion on the offer. If the opinion on the offer or the employees opinion on the offer contains false or misleading information, and if the persons who have prepared the opinion or participated in its issuance knew or should have known that the information was false and/or misleading, they shall be jointly and severally liable to the shareholders for the damage caused. The management board is obliged to submit its opinion on the offer to the HANFA, the stock exchange or the regulated public market no later than the day on which the publication of the opinion is ordered (Article 41 Takeover Act). Other than publishing this opinion, the members of the management and supervisory boards are forbidden from undertaking any activity that could influence the bid. As of the moment the obligation to publish the takeover bid has arisen, and once a takeover bid has been announced, and until it has been concluded the: 1) bidder may not acquire or sell target shares, other than through the takeover bid (this prohibition also applies to all persons acting in concert with the bidder); 2) target management or the supervisory board may not, without prior approval of the general assembly, inter alia: a) increase the share capital; b) enter into extraordinary business operations; c) act or enter into operations that could significantly jeopardise future business of the target; d) decide on the targets acquisition or sale of treasury shares; or e) take any actions that would frustrate the bid. The decision of the targets general assembly approving the above listed decisions of the management board and/or the supervisory board will be effective only if passed by a three quarters majority of the share capital represented at the general assembly (Article 42 Takeover Act). However, the decision of the target companys management board or supervisory board to search for another bidder (that is, a "white knight") would not be prohibited and would not require shareholder approval. A competing bid can only be published during the offer term of the initial bid and it can refer only to the shares that are the subject matter of the initial offer. A competing bid must be published at least 10 days before the expiration of the initial offer and in no case may the competing bid be published later than 28 days before the expiry of the final validity period, that is, 60 days after the initial bid was published (Article 30 Takeover Act). A competing bid must offer a bid price that is at least 2% higher than the initial bid. It can be conditioned upon acquiring a certain percentage of voting shares only if the initial bid was also conditioned upon acquiring a percentage of shares and in such case the competing bid may not be conditioned on acquiring a higher percentage of shares than the initial bid. In the case of a competing offer, the initial offer can be prolonged for as long as the competing offer is valid (Article 31 Takeover Act). HANFA has the authority to refuse the request for approving a competing bid if it determines that it is of a speculative nature (Article 32 Takeover Act). As regards to application of the breakthrough rule Croatian Takeover Act envisages that target company may decide on its application. The general meeting of the target company shall decide on its application with at least three-fourths of all votes. The articles of association may require a larger majority for that decision and may impose additional requirements. The management board of the target company must inform HANFA on such decision (Articles 43 and 44 Takeover Act). On the other hand, Takeover Act didnt accepted the reciprocity principle in case of application of the breakthrough rule in the takeover procedure. Croatian Takeover Act formed its breakthrough rule as in the Takeover Directive. The breakthrough rule shall be applicable as of Croatia's accession to the EU. Croatian target companies may engage following pre-bid defensive measures: issue of new shares with exclusion of the pre-emptive rights, issue of preferred shares without voting rights, acquisition of own shares, crown jewels tactics and other defensive recapitalisation measures. Foreign offerors have identical duties and rights as domestic offerors. The Takeover Act has introduced a squeeze-out and sell-out procedures, which will apply as of Croatias accession to the EU. If following the ending of takeover bid the offeror and persons with whom he is acting in concert together hold at least 95 % of shares carrying voting rights in the target company, the offeror may require from all remaining minority shareholders to sell him their shares carrying voting rights at a fair price within three months of the end of the time allowed for acceptance of the bid. He has also right to acquire remaining preferred shares without voting rights, if they were acquired during the bid term. Offeror submits such request to the Central Clearing Depositary Company and must inform on such request the minority shareholders, target company, regulated market and HANFA. He also must publish the request for exercise of the squeeze-out right. The consideration offered in the bid shall be presumed to be the fair price, with paying a difference in price according to Article 16 Takeover Act. The Central Clearing Depositary Company shall transfer the shares of target company from account of minority shareholders to account of the offeror and pay to them fair price under following conditions: a) if after the takeover bid the offeror and persons with whom he is acting in concert together hold at least 95 % of shares carrying voting rights in the target company; b) if the offeror assured the fair price for shares of the minority shareholders, and c) if the three months term of the end of the time allowed for acceptance of the bid is not passed (Article 45 Takeover Act). Finally, if following the ending of takeover bid the offeror and persons with whom he is acting in concert together hold at least 95 % of shares carrying voting rights in the target company, the minority shareholders may require from the offeror to buy all their remaining shares carrying voting rights at a fair price within three months of the end of the time allowed for acceptance of the bid. If the offeror doesn't buy their shares, the minority shareholders may assert claim for execution of offeror's obligation to the commercial court (Article 46 Takeover Act). Disclosure and transparency Accounting is regulated primarily by the Accounting Act enacted in 2005. Every company and a sole trader with the registered office in the Republic of Croatia, its business unit with its seat in a foreign country if, according to that countrys legislation, there is no obligation to keep business books and draw up financial statements, and a business unit of an entrepreneur from a foreign country which is a profit tax payer pursuant to the legislation governing taxation must hold accounting records and prepare financial statements in accordance with accounting principles In addition, the provisions of the Accounting Act shall also be applied by any legal and natural person who is a profit tax payer as stipulated by relevant tax legislation (Article 2 Accounting Act). The Croatian Financial Reporting Standards Board has been set up with tasks to approve, translate and provide interpretations of the International Financial Reporting Standards (IFRS) for those entities that have the obligation to apply the IFRS in accordance with the Accounting Act, or those that themselves select the application of the IFRS (Article 14 Accounting Act). In addition, the Board sets Croatian Financial Reporting Standards (CFRS) (Article 12 Accounting Act). All large entrepreneurs, as defined by Article 3 of the Accounting Act, and all listed companies must prepare their annual financial reports in accordance with the International Financial Reporting Standards (IFRS). The Croatian Financial Reporting Standards were enacted in 2008 and they are mandatory for financial reporting of medium-sized and small entrepreneurs (Article 13 Accounting Act). The issuers of securities (listed companies) have obligation to prepare regularly annual, semi-annual and quarterly financial and business reports according to the Capital Market Act 2008 (Article 401 Capital Market Act). HANFA may enact rules on content, structure and form of these reports and their delivery to HANFA (Article 402 Capital Market Act). Listed companies must prepare and publish their annual financial and business reports within four months from the last day of the financial year. Listed companies must prepare and publish their semi-annual financial and business reports as soon as possible, but not least than two months from the last day of semi-annual period. Finally, listed companies with registered office in Croatia must prepare and publish their quarterly financial and business reports within 30 days from the last day of each quarter. The annual financial and business report of listed company must content: a) audited annual financial statements; b) annual report on management of the company; c) statement of the management board on objectivity and accuracy of the annual financial statements and annual report on management of the company, and d) auditors report on annual financial statements. Natural or legal person who directly or indirectly acquires or releases shares in the listed company resulting in voting rights exceeding or falling below thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75% respectively have an obligation to notify the change in writing within four trading days to both HANFA and the issuer of shares (Article 413 Capital Market Act). This obligation not only arises from trading with shares but also from when the total portion of voting rights from other financial instruments (transferable securities, money market instruments, units in UCITS and derivatives) exceeds or falls below the aforementioned thresholds. The Capital Market Act introduces the possibility of issuing various types of documentation: summary notes, prospectuses consisting of separate documents and base prospectuses. The obligation to publish prospectus exists on public offerings of securities in the Republic of Croatia or on admission to trading of securities on a regulated market in the Republic of Croatia (Article 349 Capital Market Act). An issuer, its management and supervisory boards, an offeror, a guarantor and persons asking for admission to trading on a regulated market are liable for the information contained in a prospectus (Article 359 Capital Market Act). As to the content of a prospectus, while the Act generally follows the relevant EU Prospectus Directive, it also authorises HANFA to prescribe it (Article 360 Capital Market Act). The prospectus shall contain all information which, according to the particular nature of the issuer and of the securities offered to the public or admitted to trading on a regulated market, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses, and prospects of the issuer and of any guarantor, and of the rights attaching to such securities. The prospectus shall contain information concerning the issuer and the securities to be offered to the public or to be admitted to trading on a regulated market and a summary (Article 355 Capital Market Act). The summary shall, in a brief manner and in nontechnical language, convey the essential characteristics and risks associated with the issuer, any guarantor and the securities (Article 356 Capital Market Act). A prospectus shall be valid for 12 months after its publication for offers to the public or admissions to trading on a regulated market, provided that the prospectus is completed by supplement which contains new information on the issuer and the securities to be offered to the public or to be admitted to trading on a regulated market (Article 363 Capital Market Act). Enforcement Available sanctions and their relevance The Companies Act regulates criminal offences (giving false information, false presentation of assets, violation of duty in the event of loss, over-indebtedness or insolvency, false issuance or falsification of share deposit certificates, violation of the duty to report and violation of confidentiality) of members of the management and supervisory boards, members of the board of directors and executive directors, auditors and founders in public companies. They may be fined or sentenced to imprisonment for abovementioned criminal offences. This Act envisages misdemeanours of commercial companies and natural persons which shall be fined. Articles 384 a to 384 c oft he Companies Act envisages procedure for annulment of the public company. Where, upon establishment of a company, the articles of association of the company or the statement on acquisition of shares do not state the firm name, the amount of share capital, contributions to the company, the company's objects or where the provisions on the companys objects are null and void or where the rules governing the minimum required share payments and the conditions and procedures for registration in the court register have not been complied with, each shareholder, each management or supervisory board member and member of the board of directors may initiate legal action and demand that nullity of the company be determined. Legal action shall be initiated with the commercial court within a period of three years from the date of the companys registration in the court register. (Article 384 a Companies Act). Following registration of company nullity in the court register, the company shall be liquidated. The nullity of a company shall not affect legal transactions undertaken on behalf of the company. Shareholders who have not made payments in full for the shares shall do so to the extent necessary to settle the obligations of the company (Article 384c Companies Act). Members of the management and supervisory board, members of the board of directors and executive directors, auditors and founders of the company are liable for damages committed to the public company. Supervision HANFA is the regulatory agency which regulates and supervises the non-banking sector of financial intermediaries comprises insurance companies, leasing companies, pension fund management companies, investment fund management companies, investment and pension funds. HANFA is also responsible for regulating and supervising the business operations of auxiliary financial institutions such as investment companies, brokers and investment consultants, institutional investors, the Central Clearing Depository Company, the regulated market, issuers of listed securities, insurance underwriters, etc. The business of savings banks and credit unions is subject to the Croatian National Bank (CNB) supervision. HANFA also creates rules on application of the Capital Market Act, Investment Funds Act, Takeover Act, Pension Funds Act, Pension Insurance Companies Act and Insurance Act. It can enact measures for removal of illegal acts of controlled financial institutions and it issues and revokes licences and approvals to controlled financial institutions. HANFA gives opinions, runs registries and cooperates with other institutions, especially the Croatian National Bank. In addition to activities of the CNB and HANFA, the responsibility for smooth functioning of the Croatian financial system also depends on the activities of other supervisory and regulatory and auxiliary financial institutions, most notably the State Agency for Deposit Insurance and Bank Rehabilitation (DAB), an institution responsible for the supervision of deposit guarantee schemes of banking financial intermediaries, and the Department for Financial System of the Ministry of Finance of the Republic of Croatia, responsible for drafting, in cooperation with other institutions, legislative proposals in the area of financial services. Shareholders The shareholders cannot directly assert the claim against the members of the management and supervisory board, members of the board of directors and executive directors and founders of the company for account of the company. The company shall file a claim for damages against the aforementioned persons, if so decided by the general meeting by a simple majority vote or if requested by minority shareholders whose shares represent at least one-tenth of the registered capital. The claim may be filed within six months following the general meeting. If the company has failed to file the claim within the envisaged time limits, upon the proposal of the minority shareholders whose shares account for at least one-twentieth of the companys registered capital or at least HRK 4.000.000,00 HRK (approximately 550.000,00 EUR), the commercial court shall appoint special representatives, where the facts warrant a reasonable doubt that damage has been inflicted upon the company as a result of unfair actions or gross violations of the law or articles of association. Court appointed representatives shall file a claim for damages on behalf of the company if, according to their expert judgement, there are chances of a favourable outcome of the dispute. Where the minority shareholders request the claim be filed against the abovementioned persons and the companys claim fails or partially succeeds, the shareholders requesting the filing of the claim shall, jointly and severally, compensate for the related costs of the company, to the extent in excess of the amount obtained in the dispute. If the company's claim is rejected, the shareholders requesting filing of the claim shall compensate for all the companys costs of dispute, court expenses related to the appointment of the representatives, as well as the costs and fees paid for the representatives work (Article 273a Companies Act). For the purpose of examining the activities performed in the process of the formation of the company, the management of business activities or measures taken to increase or reduce the share capital of the company, minority shareholders whose aggregate shareholding equals to at least five per cent of the share capital of the company may request the court to appoint special auditors in case the general meeting refuses to appoint special auditors. Minority shareholders must prove the reasonable doubt that there have been irregularities or gross violation of the law or the articles of association. They shall also prove that they have been shareholders in the company for at least three months prior to the date of the session of the general meeting. The request shall be filed with the court within fifteen days following the session of the general meeting at which the proposal for appointment of special auditors was refused (Article 298 CA). Special auditors shall present a written report on their findings. The auditors shall sign the report and deliver it without delay to the management board of the company and to the commercial register where the company is registered. At the request of any individual shareholder, the management board shall provide a copy of that report. The management board shall present the report to the supervisory board and include it in the agenda of the next general meeting (Article 299 CA). Summary, final conclusions and observations Although the Croatian legislator enacted acts harmonized with European directives, there are problems in implementation of these acts. Protection of the minority shareholders is defective because of long litigations and numerous cases on Croatian courts. The judiciary system is heavily backlogged, combined with inefficient public administration. Structure of shareholdings in commercial companies stems from the inadequate model of privatization of state-owned commercial companies. The process of privatization and de-nationalization in Croatia was not transparent and fully legal. During this period many influential individuals with the backing of the authorities acquired state-owned property and companies at extremely low prices, afterwards selling them off piecemeal to the highest bidder for much larger sums. This proved very lucrative for the new owners, but in the vast majority of cases this also caused the bankruptcy of the companies due to war for independence and loss of the market for their commodities, causing the unemployment of citizens of Croatia. Corruption is present in various forms (bribery, nepotism, favouritism, embezzlements, extortion) in various sectors of the society. In contemporary financial crisis there are numerous scandals in the Corporate Governance of Croatian companies. Control mechanisms are weak and underdeveloped. There is strong connection between political parties and commercial companies. The Croatian economy is heavily interdependent on other principle economies of Europe, and any negative trends in these larger EU economies (for example Germany or Italy) also have a negative impact on Croatia as they are its biggest trade partners. ANNEX I Key cases VTSRH P~ 5270/2004-4 / VISOKI TRGOVA KI SUD Vrsta predmeta : Trgova ki spor - drugostupanjski, Vrsta odluke : Rjeaenje, Datum odluke : 19.02.2008.,  HYPERLINK "http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F2634788CEA&URLback=5C636228D0BFBB6D503FA305D7CF38D80A" http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F2634788CEA&URLback=5C636228D0BFBB6D503FA305D7CF38D80A VTSRH P~ 4646/2007-5 / VISOKI TRGOVA KI SUD Vrsta predmeta : Trgova ki spor - drugostupanjski, Vrsta odluke : Rjeaenje, Datum odluke : 14.02.2008.,  HYPERLINK "http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F26357C8DEB&URLback=5C636228D0BFBB6D503FA305D7CF38D80A" http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F26357C8DEB&URLback=5C636228D0BFBB6D503FA305D7CF38D80A VTSRH P~ 4958/2005-3 / VISOKI TRGOVA KI SUD Vrsta predmeta : Trgova ki spor - drugostupanjski, Vrsta odluke : Presuda, Datum odluke : 06.11.2007.,  HYPERLINK "http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F26357C8DE2&URLback=5C636228D0BFBB6D503FA305D7CF38D80A" http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F26357C8DE2&URLback=5C636228D0BFBB6D503FA305D7CF38D80A VTSRH P~ 3859/2004-5 / VISOKI TRGOVA KI SUD Vrsta predmeta : Trgova ki spor - drugostupanjski, Vrsta odluke : Presuda i rjeaenje, Datum odluke : 16.10.2007.,  HYPERLINK "http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F26357C8EEA&URLback=5C636228D0BFBB6D503FA305D7CF38D80A" http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F26357C8EEA&URLback=5C636228D0BFBB6D503FA305D7CF38D80A VTSRH P~ 1868/2007-3 / VISOKI TRGOVA KI SUD Vrsta predmeta : Trgova ki spor - drugostupanjski, Vrsta odluke : Rjeenje, Datum odluke : 08.06.2007.,  HYPERLINK "http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F26357C8EEC&URLback=5C636228D0BFBB6D503FA305D7CF38D80A" http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F26357C8EEC&URLback=5C636228D0BFBB6D503FA305D7CF38D80A VTSRH P~ 7616/2006-4 / VISOKI TRGOVA KI SUD Vrsta predmeta : Trgova ki spor - drugostupanjski, Vrsta odluke : Rjeaenje, Datum odluke : 23.01.2007.,  HYPERLINK "http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F2233798EE8&URLback=5C636228D0BFBB6D503FA305D7CF38D80A" http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F2233798EE8&URLback=5C636228D0BFBB6D503FA305D7CF38D80A VTSRH P~ 4112/2004-4 / VISOKI TRGOVA KI SUD Vrsta predmeta : Trgova ki spor - drugostupanjski, Vrsta odluke : Presuda, Datum odluke : 09.01.2007.,  HYPERLINK "http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F22337A84EE&URLback=5C636228D0BFBB6D503FA305D7CF38D80A" http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F22337A84EE&URLback=5C636228D0BFBB6D503FA305D7CF38D80A VTSRH P~ 3823/2004-3 / VISOKI TRGOVA KI SUD Vrsta predmeta : Trgova ki spor - drugostupanjski, Vrsta odluke : Rjeaenje, Datum odluke : 21.11.2006.,  HYPERLINK "http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F22337A84EA&URLback=5C636228D0BFBB6D503FA305D7CF38D80A" http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F22337A84EA&URLback=5C636228D0BFBB6D503FA305D7CF38D80A VTSRH P~ 4190/2003-3 / VISOKI TRGOVA KI SUD Vrsta predmeta : Trgova ki spor - drugostupanjski, Vrsta odluke : Presuda, Datum odluke : 08.11.2006.,  HYPERLINK "http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F22337A84EC&URLback=5C636228D0BFBB6D503FA305D7CF38D80A" http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F22337A84EC&URLback=5C636228D0BFBB6D503FA305D7CF38D80A VTSRH P~ 7742/2003-3 / VISOKI TRGOVA KI SUD Vrsta predmeta : Trgova ki spor - drugostupanjski, Vrsta odluke : Presuda, Datum odluke : 26.09.2006.,  HYPERLINK "http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F2233798EEE&URLback=5C636228D0BFBB6D503FA305D7CF38D80A" http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F2233798EEE&URLback=5C636228D0BFBB6D503FA305D7CF38D80A VTSRH P~ 6637/2003-3 / VISOKI TRGOVA KI SUD Vrsta predmeta : Trgova ki spor - drugostupanjski, Vrsta odluke : Presuda, Datum odluke : 07.09.2004.,  HYPERLINK "http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3E27327A84E3&URLback=5C636228D0BFBB6D503FA305D7CF38D80A" http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3E27327A84E3&URLback=5C636228D0BFBB6D503FA305D7CF38D80A VTSRH P~ 4635/2001 / VISOKI TRGOVA KI SUD Vrsta predmeta : Trgova ki spor - drugostupanjski, Vrsta odluke :, Datum odluke : 16.10.2001.,  HYPERLINK "http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D2330788FEF&URLback=5C636228D0BFBB6D503FA305D7CF38D80A" http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D2330788FEF&URLback=5C636228D0BFBB6D503FA305D7CF38D80A VTSRH P~ 4242/2000 / VISOKI TRGOVA KI SUD Vrsta predmeta : Trgova ki spor - drugostupanjski, Vrsta odluke : , Datum odluke : 03.10.2000.,  HYPERLINK "http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D2334768CEE&URLback=5C636228D0BFBB6D503FA305D7CF38D80A" http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D2334768CEE&URLback=5C636228D0BFBB6D503FA305D7CF38D80A VTSRH P~ 4243/2000 / VISOKI TRGOVA KI SUD Vrsta predmeta : Trgova ki spor - drugostupanjski, Vrsta odluke : , Datum odluke : 03.10.2000.,   " B D F H J L M ز鞇s_sJs4*h5hHRZ56CJOJQJaJmH sH )hNhNCJH*OJQJ\]mH sH &hNhHRZCJOJQJ\]mH sH &hNhNCJOJQJ\]mH sH ,h5hN56CJOJQJ\]mH sH &hHRZ56CJOJQJ\]mH sH 0h5hHRZ0J56CJOJQJ\]mH sH h5hHRZCJOJQJ!jh5hHRZCJOJQJU,h5hHRZ56CJOJQJ\]mH sH (PF H J ( L M #*-3$a$gdHRZ $`a$gdHRZ$d7$8$H$a$gdHRZ $ & Fa$gdHRZ$a$gdHRZgdN$a$gdHRZM &.'')-..U/V/0033394q4r4444455.5/5556اؘo`o`````h5hHRZCJOJQJaJ'h5hHRZ5CJOJQJaJmH sH )jh5hHRZ0JOJQJUmH sH h5hHRZOJQJmH sH 1h5hHRZB*CJOJPJQJaJmH ph# sH /h5hHRZCJOJQJ\aJmH nHsH tH$h5hHRZCJOJQJaJmH sH 'h5hHRZ>*CJOJQJaJmH sH 38494q4r4444444Y}kd$$Ifl0v#$$ t0<644 laytF$dh$Ifa$gdF$dh$Ifa$gdF $dha$gdHRZ 44444444444444444444444444Ff$dh$Ifa$gdFFf$dh$Ifa$gdF4444555555!5#5&5(5*5,5.5/5i5l5o5r5t5v5x5z5Ff $dh$Ifa$gdFFfd$dh$Ifa$gdFz5|5~5555666667M7$d$7$8$H$Ifa$gdHRZ$d7$8$H$a$gdHRZ $dha$gdHRZFf$dh$Ifa$gdF 666M7N7e7f77777777799??@@0I`IhMMP!Q"QQQvUUbӿӰӰӰӰӰӝӍydddd(h5hHRZCJOJQJ^JaJmH sH 'h5hHRZ>*CJOJQJaJmH sH hERCJOJQJaJmH sH $h5h%LCJOJQJaJmH sH h5hHRZCJOJQJaJ'h5hHRZ5CJOJQJaJmH sH $h5hHRZCJOJQJaJmH sH 1jh5hHRZ0JCJOJQJUaJmH sH  M7N7S7V7e7q[[[$d$7$8$H$Ifa$gdHRZkd_$$IflF #   t06    44 laytHRZe7f7k7n77q[[[$d$7$8$H$Ifa$gdHRZkd$$IflF #   t06    44 laytHRZ77777q[[[$d$7$8$H$Ifa$gdHRZkdy$$IflF #   t06    44 laytHRZ77777q[[[$d$7$8$H$Ifa$gdHRZkd$$IflF #   t06    44 laytHRZ77777q[[[$d$7$8$H$Ifa$gdHRZkd$$IflF #   t06    44 laytHRZ7777??BBEELLq``````````$d7$8$H$a$gdHRZkd $$IflF #   t06    44 laytHRZ LgMhMMMMMPP ` `gg`bQR :;$d7$8$H$a$gdc$ & Fd7$8$H$a$gdHRZ$ & Fd7$8$H$a$gdHRZ$d7$8$H$a$gdHRZbbNS1 -?ëī 6:;իՖՃppp]J]3,h5hCJOJQJaJmH nHsH tH$h5h:4?CJOJQJaJmH sH $h5hCtCJOJQJaJmH sH $h5hhO&CJOJQJaJmH sH $h5hHRZCJOJQJaJmH sH (h5h$JCJOJQJ^JaJmH sH (h5hEbCJOJQJ^JaJmH sH (h5h7HCJOJQJ^JaJmH sH (h5hHRZCJOJQJ^JaJmH sH *h5hHRZ6CJOJQJ]aJmH sH $kl ]^ _` 45ֶ׶,-ηϷ&'rs͸θABCD89һӻ$һһһһһһһһһһһһһ,h5hcCJOJQJaJmH nHsH tH,h5hCJOJQJaJmH nHsH tH,h5hCtCJOJQJaJmH nHsH tHD$%wx̼ͼ$%-.Zuͽν$%&.0l|}~һһһҤҤһґ~kTkTkA$h5hcCJOJQJaJmH sH ,h5hGCJOJQJaJmH nHsH tH$h5hGCJOJQJaJmH sH $h5h3GCJOJQJaJmH sH $h5hCtCJOJQJaJmH sH ,h5hCtCJOJQJaJmH nHsH tH,h5hcCJOJQJaJmH nHsH tH,h5hCJOJQJaJmH nHsH tH,h5hwUCJOJQJaJmH nHsH tHU7OLM_`az~FGIììÂo\\I4(h5hwUCJOJQJ^JaJnHtH$h5hCJOJQJaJmH sH $h5hhO&CJOJQJaJmH sH $h5hLCJOJQJaJmH sH $h5hwUCJOJQJaJmH sH ,h5h7eCJOJQJaJmH nHsH tH,h5hcCJOJQJaJmH nHsH tH,h5hGCJOJQJaJmH nHsH tH$h5h7eCJOJQJaJmH sH $h5hGCJOJQJaJmH sH ;GHvv$d7$8$H$a$gdb$d7$8$H$a$gd_/$ & Fd7$8$H$a$gd_/$d7$8$H$a$gdxk$d7$8$H$a$gdv$d7$8$H$a$gdid7$8$H$gdwU$d7$8$H$a$gdc Ibc "#op} efwx;<Ipq\]鿬~~~~~,h5hiCJOJQJaJmH nHsH tH,h5h~nCJOJQJaJmH nHsH tH$h5h~nCJOJQJaJmH sH $h5hwUCJOJQJaJmH sH ,h5hLCJOJQJaJmH nHsH tH,h5hwUCJOJQJaJmH nHsH tH1\]qr+,?@Qfg9黤x(h5hLCJOJQJ^JaJnHtH,h5hLCJOJQJaJmH nHsH tH,h5hF+CJOJQJaJmH nHsH tH,h5hiCJOJQJaJmH nHsH tH,h5h~nCJOJQJaJmH nHsH tH,h5hwUCJOJQJaJmH nHsH tH+=>BC*/һһһһһһһһһһҤvcPcPc$h5hhO&CJOJQJaJmH sH $h5hLCJOJQJaJmH sH ,h5h(CJOJQJaJmH nHsH tH,h5h7HCJOJQJaJmH nHsH tH,h5hhO&CJOJQJaJmH nHsH tH,h5h1uCJOJQJaJmH nHsH tH,h5hLCJOJQJaJmH nHsH tH,h5hvCJOJQJaJmH nHsH tHACbfNO"j ڴڈubObO$h=5hQCJOJQJaJmH sH $h=5h$:CJOJQJaJmH sH $h=5h7HCJOJQJaJmH sH $h5h7HCJOJQJaJmH sH 1jh5h1u0JCJOJQJUaJmH sH $h5h1uCJOJQJaJmH sH $h5hvCJOJQJaJmH sH $h5hLCJOJQJaJmH sH $h5hhO&CJOJQJaJmH sH  ef2:E]e&һ黤nnSgCJOJQJaJmH nHsH tH,h=5h_/CJOJQJaJmH nHsH tH,h=5h%CJOJQJaJmH nHsH tH <MDEKOtKLWһpW@,h5hcCJOJQJaJmH nHsH tH0h5hcCJOJQJ^JaJmH nHsH tH0h5h3(CJOJQJ^JaJmH nHsH tH0h5hCJOJQJ^JaJmH nHsH tH0h5hn9CJOJQJ^JaJmH nHsH tH,h5hn9CJOJQJaJmH nHsH tH,h5h CJOJQJaJmH nHsH tH,h5hCJOJQJaJmH nHsH tH{|'9VзЅlSS:0h5h SCJOJQJ^JaJmH nHsH tH0h5h~eCJOJQJ^JaJmH nHsH tH0h5h CJOJQJ^JaJmH nHsH tH0h5h.CJOJQJ^JaJmH nHsH tH0h5hRoCJOJQJ^JaJmH nHsH tH0h5hoCJOJQJ^JaJmH nHsH tH0h5h3(CJOJQJ^JaJmH nHsH tH,h5h3(CJOJQJaJmH nHsH tH Vep8:EKi~67VnuεΞpYpEppYpYpYpY&h=5CJOJQJaJmH nHsH tH,h5hjCJOJQJaJmH nHsH tH,h5hbCJOJQJaJmH nHsH tH,h5hCJOJQJaJmH nHsH tH,h5h SCJOJQJaJmH nHsH tH0h5hRoCJOJQJ^JaJmH nHsH tH0h5h SCJOJQJ^JaJmH nHsH tH0h5hCJOJQJ^JaJmH nHsH tHu !"wx$%&()5FGR8վ{dddMdMdMdMMMM,h5hFHCJOJQJaJmH nHsH tH,h5h5{CJOJQJaJmH nHsH tH(h5h=["CJOJQJ^JaJnHtH,h5h=["CJOJQJaJmH nHsH tH,h5hzYCJOJQJaJmH nHsH tH,h5h>gCJOJQJaJmH nHsH tH,h5hjCJOJQJaJmH nHsH tH&h=5CJOJQJaJmH nHsH tHopvwqrxz$d7$8$H$a$gd m$ & Fd7$8$H$a$gd m$ & Fd7$8$H$a$gdb @$d7$8$H$a$gd[$d7$8$H$a$gd5{$d7$8$H$a$gdb @$d7$8$H$a$gdb 89MNDE7z{ !}~67>hHIpq}ef^_iһһһһһһһһһһҤ,h5hb @CJOJQJaJmH nHsH tH,h5hFHCJOJQJaJmH nHsH tH,h5h=["CJOJQJaJmH nHsH tH,h5h5{CJOJQJaJmH nHsH tH@# $ > A     _ `       # $                   һҤһһһһһһһvv_v__v_v_v_v_,h5hbgCCJOJQJaJmH nHsH tH,h5h[CJOJQJaJmH nHsH tH,h5hNCJOJQJaJmH nHsH tH,h5h e|CJOJQJaJmH nHsH tH,h5h~CJOJQJaJmH nHsH tH,h5hCJOJQJaJmH nHsH tH,h5hbCJOJQJaJmH nHsH tH% @rsPmno Yd+0_fopqһvv_v_v_v_v,h5h4CJOJQJaJmH nHsH tH,h5h mCJOJQJaJmH nHsH tH,h5hT?CJOJQJaJmH nHsH tH,h5hb @CJOJQJaJmH nHsH tH,h5hCJOJQJaJmH nHsH tH,h5hbgCCJOJQJaJmH nHsH tH,h5h[CJOJQJaJmH nHsH tHqrxyz{|?@TһҨzcLcLcLc/cz9jh5h3TD0JCJOJQJUaJmH nHsH tH,h5hdCJOJQJaJmH nHsH tH,h5h3TDCJOJQJaJmH nHsH tH5h5h3TDB*CJOJQJaJmH nHphsH tH$h5hdCJOJQJaJnHtH$h5h3TDCJOJQJaJnHtH,h5h3fCJOJQJaJmH nHsH tH,h5h mCJOJQJaJmH nHsH tH,h5hS}CJOJQJaJmH nHsH tHTUVYZ]^ad%䶣}}}}j}WD$h5hEgCJOJQJaJmH sH $h5hreCJOJQJaJmH sH $h5hS}CJOJQJaJmH sH $h5hvCJOJQJaJmH sH $h5hXJCJOJQJaJmH sH $h5hdCJOJQJaJmH sH 5h5hdB*CJOJQJaJmH nHphsH tH$h5hCJOJQJaJmH sH 5h5hB*CJOJQJaJmH nHphsH tHz""#11>7?7]7^7r7s7;$d7$8$H$a$gd $ & Fd7$8$H$a$gd $ & Fd7$8$H$a$gdquf$d7$8$H$a$gdquf$d7$8$H$a$gdf $d7$8$H$a$gdpY$d7$8$H$a$gdd%WXst12:;EH45IJvvvvvvvv0h5hCJOJQJ^JaJmH nHsH tH0h5hreCJOJQJ^JaJmH nHsH tH0h5hpYCJOJQJ^JaJmH nHsH tH0h5h#<CJOJQJ^JaJmH nHsH tH$h5hreCJOJQJaJmH sH $h5hMCJOJQJaJmH sH &$PCsv} ~ 묗mmXXXCX(h5hCJOJQJ^JaJmH nHsH tH0h5h#<CJOJQJ^JaJmH nHsH tH0h5hEgCJOJQJ^JaJmH nHsH tH0h5hMCJOJQJ^JaJmH nHsH tH0h5h$JCJOJQJ^JaJmH nHsH tH0h5h7?7\7]7^7εεjP6P3h5hquf>*CJOJPJQJaJmH nHsH tH3h5hquf>*CJOJQJ^JaJmH nHsH tH0h5hqufCJOJQJ^JaJmH nHsH tH0h5hf CJOJQJ^JaJmH nHsH tH0h5hCJOJQJ^JaJmH nHsH tH0h5hq> CJOJQJ^JaJmH nHsH tH0h5hS}CJOJQJ^JaJmH nHsH tH0h5hCJOJQJ^JaJmH nHsH tH^7q7r7788%899999999999:H:I:c:v:йt]t]tFFF,h5hq> CJOJQJaJmH nHsH tH,h5h$CJOJQJaJmH nHsH tH,h5hS}CJOJQJaJmH nHsH tH,h5hLCJOJQJaJmH nHsH tH,h5h*CJOJQJaJmH nHsH tH,h5h`@CJOJQJaJmH nHsH tH0h5hqufCJOJPJQJaJmH nHsH tH,h5hqufCJOJQJaJmH nHsH tHv:::::;;;;R;h;n;q;;;;;)<*<<<<<<<"=#=q=r=վէyybybbHyyy2h5hL5CJOJQJ\aJmH nHsH tH,h5hEQCJOJQJaJmH nHsH tH,h5hCJOJQJaJmH nHsH tH,h5h`@CJOJQJaJmH nHsH tH,h5hLCJOJQJaJmH nHsH tH,h5h*CJOJQJaJmH nHsH tH/h5h*CJOJQJ\aJmH nHsH tH$h5h*CJOJQJaJmH sH ;;lFmFFZZ(\)\ddddLkMkprzzz$ & Fd7$8$H$a$gd2$a$gd2$d7$8$H$a$gd2$ & Fd7$8$H$a$gd $d7$8$H$a$gd r=====>>b>c>>>>>>>>>O?P??@@@@@@VAWAAABBhBiBBEEEBFCFkFlF鸡ss,h5h'jCJOJQJaJmH nHsH tH,h5hKCJOJQJaJmH nHsH tH,h5hEQCJOJQJaJmH nHsH tH,h5hCJOJQJaJmH nHsH tH2h5hL5CJOJQJ\aJmH nHsH tH,h5hLCJOJQJaJmH nHsH tH)lFmFnFVHWHLJMJJJKK[K\KKKLLiLjLLLNNN.P8P9P:P=PMSTT`TηηΆnTnη2h5hfb6CJOJQJ]aJmH nHsH tH/h5h (CJOJQJ]aJmH nHsH tH2h5h (6CJOJQJ]aJmH nHsH tH,h5h'jCJOJQJaJmH nHsH tH,h5hKCJOJQJaJmH nHsH tH,h5h (CJOJQJaJmH nHsH tH3h5h`@5CJOJPJQJaJmH nHsH tH `TaTTTUUuUvUUU#V$VxVyVVVVVWWQWRWWWWW7XYuYvYzYY ZһzgTgTg$h5h;.CJOJQJaJmH sH $h5h"JCJOJQJaJmH sH $h5hfbCJOJQJaJmH sH ,h5h"JCJOJQJaJmH nHsH tH,h5hfbCJOJQJaJmH nHsH tH,h5h (CJOJQJaJmH nHsH tH,h5hKCJOJQJaJmH nHsH tH,h5h'jCJOJQJaJmH nHsH tH ZZ$ZvZZZZN[[[[ \!\*\گgO7O7O/h5h CJOJQJ\aJmH nHsH tH/h5h%LCJOJQJ\aJmH nHsH tH/h5hiCJOJQJ\aJmH nHsH tH/h5h;.CJOJQJ\aJmH nHsH tH/h5h (CJOJQJ\aJmH nHsH tH/h5h"JCJOJQJ\aJmH nHsH tH$h5h*CJOJQJaJmH sH $h5h"JCJOJQJaJmH sH $h5h;.CJOJQJaJmH sH  *\W\n\o\\\\\\\\\\\] ]]һҤv_B9h5h<B*CJOJPJQJaJmH nHph# sH tH,h5h CJOJQJaJmH nHsH tH,h5hr9CJOJQJaJmH nHsH tH,h5hgCJOJQJaJmH nHsH tH,h5h/CJOJQJaJmH nHsH tH,h5h)jCJOJQJaJmH nHsH tH,h5h<CJOJQJaJmH nHsH tH,h5h%LCJOJQJaJmH nHsH tH]c]d]]]]*^__K______1`2`3`aaaTaUa⋨ŋnQQQ:Q,h5hmLCJOJQJaJmH nHsH tH9h5hmLB*CJOJPJQJaJmH nHph# sH tH9h5h)jB*CJOJPJQJaJmH nHph# sH tH9h5hgB*CJOJPJQJaJmH nHph# sH tH9h5hr9B*CJOJPJQJaJmH nHph# sH tH9h5h B*CJOJPJQJaJmH nHph# sH tH9h5h/B*CJOJPJQJaJmH nHph# sH tHUa^aaaaaabbbbbbbbbb_dddd̯̒̒̒{d{{G9h5hgB*CJOJPJQJaJmH nHph# sH tH,h5h CJOJQJaJmH nHsH tH,h5h)jCJOJQJaJmH nHsH tH9h5h)jB*CJOJPJQJaJmH nHph# sH tH9h5h B*CJOJPJQJaJmH nHph# sH tH9h5hmLB*CJOJPJQJaJmH nHph# sH tH,h5hmLCJOJQJaJmH nHsH tHdd!e&eUe|eeeeeeeUfVffg8gKggggggg"h8hhhhhhhhiiiJkKkLkNkǰssssssdž$h5h(OCJOJQJaJmH sH $h5hI\CJOJQJaJmH sH ,h5hI\CJOJQJaJmH nHsH tH,h5hKsCJOJQJaJmH nHsH tH$h5hKsCJOJQJaJmH sH $h5hJCJOJQJaJmH sH $h5h2CJOJQJaJmH sH &NkkllCmSmTmrmsmzm{m~mmmmmmmmn6nUnnn5oǰڝdžooXooA-h5hEbB*CJOJQJaJmH phsH -h5hLDB*CJOJQJaJmH phsH -h5hL2B*CJOJQJaJmH phsH -h5hQB*CJOJQJaJmH phsH $h5hL2CJOJQJaJmH sH -h5h?B*CJOJQJaJmH phsH $h5h?CJOJQJaJmH sH $h5hLDCJOJQJaJmH sH $h5h>CJOJQJaJmH sH 5opppqrrrps-uuuuvѺn[H[1,h5h_>CJOJQJaJmH nHsH tH$h5h_>CJOJQJaJmH sH $h5h CJOJQJaJmH sH $h5hXYCJOJQJaJmH sH $h5h2CJOJQJaJmH sH $h5hngCJOJQJaJmH sH $h5hZ2CJOJQJaJmH sH -h5hZ2B*CJOJQJaJmH phsH -h5hQB*CJOJQJaJmH phsH -h5hdDB*CJOJQJaJmH phsH  vvxxyyyzzzzzzz{麥|hQ:,h5hCJOJQJaJmH nHsH tH,h5h]WCJOJQJaJmH nHsH tH&hE CJOJQJaJmH nHsH tH&hCJOJQJaJmH nHsH tH)h>*CJOJQJaJmH nHsH tH)h2>*CJOJQJaJmH nHsH tH/h5h2>*CJOJQJaJmH nHsH tH,h5h_>CJOJQJaJmH nHsH tH,h5h2CJOJQJaJmH nHsH tHzzzz:;GH^_lnՑ֑p||||$d7$8$H$a$gdE $ & Fd7$8$H$a$gdE $d7$8$H$a$gdZhS$ & Fd7$8$H$a$gd5$d7$8$H$a$gd5$ & Fd7$8$H$a$gd$d7$8$H$a$gd{|`}a}}}}}}}%FnzƁǁQS_~εεiiNiNiiiNi5h]WhB*CJOJQJaJmH nHphsH tH5h5hB*CJOJQJaJmH nHphsH tH5h]Wh]WB*CJOJQJaJmH nHphsH tH*hE CJOJQJ^JaJmH nHsH tH0h5hCJOJQJ^JaJmH nHsH tH0h5h]WCJOJQJ^JaJmH nHsH tH0h5hCJOJQJ^JaJmH nHsH tH~9:FGIOẖhM25hZhSh+B*CJOJQJaJmH nHphsH tH5hZhSh5B*CJOJQJaJmH nHphsH tH0h5h5CJOJQJ^JaJmH nHsH tH/h]WB*CJOJQJaJmH nHphsH tH/h5B*CJOJQJaJmH nHphsH tH5h5hB*CJOJQJaJmH nHphsH tH5h]WhB*CJOJQJaJmH nHphsH tH/hE B*CJOJQJaJmH nHphsH tH h3QЄۄJLP`~ͅυۅ߅ ef 'ceڇΉ։׉ىډ]^ϺϺϺϺϺϺϥϥϥϥϥϐϥ~ϐϐϐl"h+CJOJQJ^JaJmH sH "hZhSCJOJQJ^JaJmH sH (hZhShZhSCJOJQJ^JaJmH sH (hZhSh4CJOJQJ^JaJmH sH (hZhShCCJOJQJ^JaJmH sH (hZhSh+CJOJQJ^JaJmH sH 5hZhShCB*CJOJQJaJmH nHphsH tH*^klmnoPJLˌhMM25hS+h+B*CJOJQJaJmH nHphsH tH5h+h=5B*CJOJQJaJmH nHphsH tH5h+hS+B*CJOJQJaJmH nHphsH tH5hS+hS+B*CJOJQJaJmH nHphsH tH,h+hS+CJOJQJaJmH nHsH tH&h+CJOJQJaJmH nHsH tH"hS+CJOJQJ^JaJmH sH $hE hE CJOJQJaJmH sH "hE CJOJQJ^JaJmH sH ˌՌvwz{~PQÑԑՑ֑בopq䙆r[rG&h+CJOJQJaJmH nHsH tH,h5hE CJOJQJaJmH nHsH tH&hE CJOJQJaJmH nHsH tH$hZhShE CJOJQJaJmH sH (h+hE CJOJQJ^JaJmH sH 5hS+hS+B*CJOJQJaJmH nHphsH tH5hS+h+B*CJOJQJaJmH nHphsH tH5h+h+B*CJOJQJaJmH nHphsH tHpq~̡ 6,$F & F-D`M gd3$-D`M a$gd$-D`M a$gdER$d7$8$H$a$gd5$ & Fd7$8$H$a$gd+$d7$8$H$a$gdE q͗QZ.=TΛòp_N?N?_hERh@'OJQJmH sH hERh@'OJQJ^JmH sH  hERhIOJQJ^JmH sH hERh2+OJQJmH sH hERh2+OJQJ^JmH sH  hERh/OJQJ^JmH sH  hERhiOJQJ^JmH sH  hERh=OJQJ^JmH sH h=OJQJ^JmH sH *h+CJOJQJ^JaJmH nHsH tH/h+h+>*CJOJQJaJmH nHsH tH1<DUVE|~Ҟ֟؟ܟޟ޼ޮug\T\E:EhY^h3OJQJjhY^h3OJQJUhY^OJQJhY^h$ OJQJhY^h$ 5OJQJ\"hh56OJQJmH sH hOJQJmH sH h=OJQJmH sH hERhEROJQJmH sH hEROJQJ^JmH sH  hERh/OJQJ^JmH sH  hERh2+OJQJ^JmH sH  hERhIOJQJ^JmH sH  hERhEROJQJ^JmH sH ȡʡ̡    (@BF߂pߍ_ hY^hOJQJ^JmH sH #jhY^h3OJQJUhY^h3OJQJ!hY^h$ 0JB*OJQJphjhY^h$ OJQJUhY^OJQJhY^h$ OJQJhY^h$ 5OJQJ\ hY^h$ OJQJ^JmH sH jhY^h3OJQJU!hY^h30JB*OJQJphFHJL246^0145*+(,.468: "$LNPٴٓsbsKsٓ-hY^h30JB*OJQJ^JmH phsH  hY^h3OJQJ^JmH sH )jhY^h3OJQJU^JmH sH hY^h3OJQJhY^h35OJQJ\hY^OJQJhY^h$ OJQJhY^h$ 5OJQJ\-hY^h$ 0JB*OJQJ^JmH phsH  hY^h$ OJQJ^JmH sH )jhY^h$ OJQJU^JmH sH PVXZ\BDFnrtz|~fhj¼ԽҾԾ־ھܾ޿ϪϪϪϪq hY^huPOJQJ^JmH sH )jhY^huPOJQJU^JmH sH hY^huPOJQJhY^OJQJhY^h35OJQJ\-hY^h30JB*OJQJ^JmH phsH  hY^h3OJQJ^JmH sH )jhY^h3OJQJU^JmH sH hY^h3OJQJ,FjY\_behjjjklVmnno & F dgd"e & F hdgd"e$-D`M a$gd & F-D`M gd3޿XYYYYYZ[[ [ [\\\\\]^^ ^ ^^^__`´ꐴꐴꐎꐴꐴU hY^huPOJQJ^JmH sH hY^OJQJhY^huPOJQJhY^huP5OJQJ\ hY^h3OJQJ^JmH sH -hY^huP0JB*OJQJ^JmH phsH )jhY^huPOJQJU^JmH sH 8HYPERLINK "http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D2334768CE2&URLback=5C636228D0BFBB6D503FA305D7CF38D80A" http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D2334768CE2&URLback=5C636228D0BFBB6D503FA305D7CF38D80A VTSRH P~ 3660/2000 / VISOKI TRGOVA KI SUD Vrsta predmeta : Trgova ki spor - drugostupanjski, Vrsta odluke : , Datum odluke : 12.09.2000.,  HYPERLINK "http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D2334768DEC&URLback=5C636228D0BFBB6D503FA305D7CF38D80A" http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D2334768DEC&URLback=5C636228D0BFBB6D503FA305D7CF38D80A VTSRH P~ 3087/2000 / VISOKI TRGOVA KI SUD Vrsta predmeta : Trgova ki spor - drugostupanjski, Vrsta odluke : , Datum odluke : 29.08.2000.,  HYPERLINK "http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D2334768DE8&URLback=5C636228D0BFBB6D503FA305D7CF38D80A" http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D2334768DE8&URLback=5C636228D0BFBB6D503FA305D7CF38D80A VTSRH P~ 1008/1998 / VISOKI TRGOVA KI SUD Vrsta predmeta : Trgova ki spor - drugostupanjski, Vrsta odluke : , Datum odluke :  HYPERLINK "http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D20367B8DED&URLback=5C636228D0BFBB6D503FA305D7CF38D80A" http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D20367B8DED&URLback=5C636228D0BFBB6D503FA305D7CF38D80A VTSRH P~ 2722/1999 / VISOKI TRGOVA KI SUD Vrsta predmeta : Trgova ki spor - drugostupanjski, Vrsta odluke : , Datum odluke :  HYPERLINK "http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D20367B8EEB&URLback=5C636228D0BFBB6D503FA305D7CF38D80A" http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D20367B8EEB&URLback=5C636228D0BFBB6D503FA305D7CF38D80A VTSRH P~ 4031/1999 / VISOKI TRGOVA KI SUD Vrsta predmeta : Trgova ki spor - drugostupanjski, Vrsta odluke : , Datum odluke  HYPERLINK "http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D20367B8EEF&URLback=5C636228D0BFBB6D503FA305D7CF38D80A" http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D20367B8EEF&URLback=5C636228D0BFBB6D503FA305D7CF38D80A VTSRH P~ 511/1997 / VISOKI TRGOVA KI SUD Vrsta predmeta : Trgova ki spor - drugostupanjski, Vrsta odluke : , Datum odluke :  HYPERLINK "http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D20347B8FEF&URLback=5C636228D0BFBB6D503FA305D7CF38D80A" http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D20347B8FEF&URLback=5C636228D0BFBB6D503FA305D7CF38D80A ANNEX II Croatian Corporate Governance Literature BARBI, Jakaa, Pravo druatava, Knjiga prva - opi dio, Organizator, Zagreb 2008. BARBI, Jakaa, Pravo druatava, Knjiga druga  druatva kapitala, Organizator, Zagreb 2007. BARBI, Jakaa, Pravo druatava, Knjiga trea  druatva osoba, Organizator, Zagreb 2002. GORENC, Vilim, Komentar Zakona o trgova kim druatvima, IV. izdanje, RRIF Plus, Zagreb 2008. BARBI, Jakaa, olakovi E., Para B., Vuji V., Korporativno upravljanje  osnove dobre prakse voenja druatva kapitala, CROMA, Zagreb 2008. BARBI, Jakaa, olakovi E., Para B., `aban J., Nadzorni odbori  vodi  kroz sustav korporativnog upravljanja, CROMA, Zagreb 2006. TIPURI, Darko i suradnici, Korporativno upravljanje, Sinergija, Zagreb 2008. BARBI, Jakaa, Markovinovi H., Para Z., Petrovi S:, Novela Zakona o trgova kim druatvima iz 2007., Novi Informator, Zagreb 2008. BAJUK, Jo~e, Cvijanovi V., Dadi T., Ra i D., Verai Maruai M., Korporacijsko upravljanje u javnim dioni kim druatvima u Republici Hrvatskoj, USAID, Zagreb 2005.  Source: web pages o`$``aaa b bbbbccdeeeeefffgghhhhiirjsjjǶǟǶybT܊ybyT܊ybhY^hY^5OJQJ\-hY^hY^0JB*OJQJ^JmH phsH  hY^hY^OJQJ^JmH sH )jhY^hY^OJQJU^JmH sH -hY^huP0JB*OJQJ^JmH phsH  hY^huPOJQJ^JmH sH )jhY^huPOJQJU^JmH sH hY^hY^OJQJhY^huPOJQJhY^huP5OJQJ\ jjjjllllPmRmnnnnnnnnnoȴxgVEVEV4 h"ehU6@CJOJQJaJ h"eh @CJOJQJaJ h"ehG@CJOJQJaJ h"eh$@CJOJQJaJh"ehU6CJOJQJaJh"eh!cCJOJQJaJh"eh$CJOJQJaJh"ehGCJOJQJaJ&hh56OJQJ^JmH sH  hY^56OJQJ^JmH sH  hY^hY^OJQJ^JmH sH )jhY^hY^OJQJU^JmH sH ooojpnppppzq|qrrsssssst|||"|稜wfUJHJ9Jjh5hHRZOJQJUUh5hHRZOJQJ!jh5hHRZ0JOJQJU hERhOJQJ^JmH sH hOJQJ^JmH sH  h"ehOJQJ^JmH sH h"eh"eCJOJQJaJ(h"eh!cCJOJQJ^JaJmH sH (h"ehCJOJQJ^JaJmH sH  h"ehU6@CJOJQJaJh"ehU6CJOJQJaJ h"eh!c@CJOJQJaJop|qrsssssE|}F~݁ $a$gd1u$a$gdHRZ$-D`M a$gdER -D`M gd"e & F d-D`7$8$H$M gd"e & F d-D`M gd"ef ZSE, HYPERLINK "http://zse.hr/"http://zse.hr/, 20th August 2009  Source: Republic of Croatia, Central Bureau of Statistics, Monthly Statistical Report No. 6, Year 18, Zagreb 2009, HYPERLINK "http://www.dzs.hr/"http://www.dzs.hr/, 20 August 2009, p. 8.  There is declining of value of overall transactions for 53,3 % regarding the results in 2007. Source: Zagreb Stock Exchange, Annual Report 2008, HYPERLINK "http://www.zse.hr/UserDocsImages/reports/ZSE-2008.pdf"http://www.zse.hr/UserDocsImages/reports/ZSE-2008.pdf, 20 August 2009  Source: Economic Institute Zagreb, Socius d.d., Lawyers Office Verai Maruai, Corporate Governance in listed public companies in the Republic of Croatia, March 2005  Source: HANFA, Annual Report 2007, p. 17.  Source: U.S. Commercial Service, CCG - Investment Climate Statement - Croatia, http://www.buyusa.gov/croatia/en/investmentclimatestatement.html  There were 64 open-end funds which invest in shares of public companies with net value asset of 2,5 billion HRK. Source: HANFA, Quaterly Report No. 1, 2009, HYPERLINK "http://www.hanfa.hr/uploads/kvartalni_bilten/HANFA_Kvartalni_bilten_I-2009-Q1.pdf"http://www.hanfa.hr/uploads/kvartalni_bilten/HANFA_Kvartalni_bilten_I-2009-Q1.pdf,  Source: Economic Institute Zagreb, Socius d.d., Lawyers Office Verai Maruai, Corporate Governance in listed public companies in the Republic of Croatia, March 2005  In Article 3 of the Accounting Act is determined the classification of entrepreneurs on small, medium-sized and large entrepreneurs on the basis of the indicators determined at the last day of the financial year preceding the financial year in respect of which financial statements are drawn up according to the following criteria: a) total assets; b) revenue; c) average number of employees in the course of the financial year. This classification is applicable from 1 January 2008 and it is compliant with the EU IV Directive. The breakdown of classification is as follows: 1) small entrepreneurs: cannot exceed two of the following three criteria: a) assets of 2.500.000,00 HRK (approximately 342.500,00 EUR), b) revenue of 65.000.000,00 HRK (approximately 8.900.000,00 EUR), c) average number of employees of 50; 2) medium entrepreneurs: exceed two criteria for small entrepreneurs, but do not exceed two of the following criteria: a) assets of 130.000.000,00 HRK (approximately 17.800.000,00 EUR), b) revenue of 260.000.000,00 HRK (approximately 35.600.000,00 EUR), c) average number of employees of 250; 3) l"|#|1|2|E|F|||||||}}}}}}"~$~F~H~)*فځ݁ށضh,h5h3TDCJOJQJaJmH nHsH tH$h5h3TDCJOJQJaJmH sH 1jh5h3TD0JCJOJQJUaJmH sH h5h1uOJQJ!jh5h1u0JOJQJU!jh5hHRZ0JOJQJUh5hHRZOJQJh5hHRZ0JOJQJjh5hHRZOJQJU'ă<#$'(+.2QRVWcdghknr26BGJMQl||a|a|||a|a|a|a5h5hS}B*CJOJQJaJmH nHphsH tH5h5hvB*CJOJQJaJmH nHphsH tH5h5hyB*CJOJQJaJmH nHphsH tH5h5hB*CJOJQJaJmH nHphsH tH,h5h3TDCJOJQJaJmH nHsH tH5h5h3TDB*CJOJQJaJmH nHphsH tH%lnsއQoԑՑ֑בّڑܑݑߑɮxvx_PLDLDLDLDjhSP9UhSP9h5h3TDOJQJmH sH ,h5hyCJOJQJaJmH nHsH tHU5h5h3TDB*CJOJQJaJmH nHphsH tH5h5hvB*CJOJQJaJmH nHphsH tH5h5hyB*CJOJQJaJmH nHphsH tH5h5hS}B*CJOJQJaJmH nHphsH tH5h5h$B*CJOJQJaJmH nHphsH tHarge entrepreneurs: exceed two criteria of the criteria for medium entrepreneurs. Large entrepreneurs are also banks, savings banks, building societies, electronic money institutions, insurance companies, leasing companies, management companies and open-end investment funds, management companies and closed-end investment funds, compulsory- and voluntary pension funds management companies and separate assets under their management, and pension insurance companies.      PAGE \* MERGEFORMAT 3 ԑՑّ֑ؑۑܑޑߑ  $a$ dgdHRZ$a$gdy$d7$8$H$a$gdy    hERhOJQJ^JmH sH hNmHnHujhFUhFhSP9   $-D`M a$gdER21h:pF. A!"#$% $$If!vh55f#v#vf:V l t0<6,55 9ytF$$If!v h555555555 5 5 #v#v#v #v :V l  t0<6, 555 5 9 / ytFMkd$$Ifl  vgWG7'!#$$$$$$$$$$$ t0<6,,,,44 laytF$$If!v h555555555 5 5 #v#v#v #v :V l t0<6, 555 5 9 ytFMkd$$Ifl vgWG7'!#$$$$$$$$$$$ t0<6,,,,44 laytF$$If!v h555555555 5 5 #v#v#v #v :V l t0<6, 555 5 9 ytFMkd]$$Ifl vgWG7'!#$$$$$$$$$$$ t0<6,,,,44 laytF$$If!v h555555555 5 5 #v#v#v #v :V l t0<6, 555 5 9 ytFMkd $$Ifl vgWG7'!#$$$$$$$$$$$ t0<6,,,,44 laytF$$If!v h555555555 5 5 #v#v#v #v :V l t0<6, 555 5 9 ytFMkd $$Ifl vgWG7'!#$$$$$$$$$$$ t0<6,,,,44 laytF$$If!vh5 5 5 #v :V l t065 ytHRZ$$If!vh5 5 5 #v :V l t065 ytHRZ$$If!vh5 5 5 #v :V l t065 ytHRZ$$If!vh5 5 5 #v :V l t065 ytHRZ$$If!vh5 5 5 #v :V l t065 ytHRZ$$If!vh5 5 5 #v :V l t065 ytHRZuDyK yK http://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F26357C8DE2&URLback=5C636228D0BFBB6D503FA305D7CF38D80AyX;H,]ą'cj( 666666666vvvvvvvvv666666>66666666666666666666666666666666666666666666666H6666666666666666666666666666666666666666666666666666666666666666662 0@P`p2( 0@P`p 0@P`p 0@P`p 0@P`p 0@P`p 0@P`p8XV~ OJPJQJ_HmHnHsHtHJ`J HRZNormal dCJ_HaJmHsHtH DA`D Default Paragraph FontRi@R 0 Table Normal4 l4a (k ( 0No List jB@j HRZ Body Text$da$,56CJOJPJQJ\]^JaJmH sH `` HRZBody Text Char,56CJOJPJQJ\]^JaJmH sH 6U@6 HRZ0 Hyperlink >*B*phD@"D HRZ List Paragraph ^m$>@2> HRZ0Header p#d.A. HRZ0 Header Char> @R> HRZ0Footer p#d.a. HRZ0 Footer Char@&@q@ HRZFootnote ReferenceH*H@H HRZ0 Footnote Text dCJaJDD HRZ0Footnote Text CharCJaJtt HRZ Table Grid7:V0 dd^@d HRZ0 Normal (Web)ddd[$\$CJOJPJQJ^JaJtHf/f T?mn2$U+1$7$8$H$a$*6CJOJPJQJ]_HaJmHsHtHt/t T?T-9/8-2($ iV+1$7$8$H$`Va$$CJOJPJQJ_HaJmHsHtHf/f T?Clanak$V+1$7$8$H$a$$CJOJPJQJ_HaJmHsHtHjj m Char Char Char Char dCJOJPJQJaJmH sH P/P mDefault 7$8$H$OJ PJQJ _HmHsHtH`Z` ":0 Plain Text!ddd[$\$CJOJ PJ QJ ^J aJtHN!N !:0Plain Text CharCJOJ PJ QJ ^J aJ$1$ :spelle<< 3TD0Pa6$dCJOJ PJQJ aJ<< 3TD0Pa4%dCJOJ PJQJ aJ<< 3TD0Pa5&dCJOJ PJQJ aJ*Wq* JStrong5\PK![Content_Types].xmlj0Eжr(΢Iw},-j4 wP-t#bΙ{UTU^hd}㨫)*1P' ^W0)T9<l#$yi};~@(Hu* Dנz/0ǰ $ X3aZ,D0j~3߶b~i>3\`?/[G\!-Rk.sԻ..a濭?PK!֧6 _rels/.relsj0 }Q%v/C/}(h"O = C?hv=Ʌ%[xp{۵_Pѣ<1H0ORBdJE4b$q_6LR7`0̞O,En7Lib/SeеPK!kytheme/theme/themeManager.xml M @}w7c(EbˮCAǠҟ7՛K Y, e.|,H,lxɴIsQ}#Ր ֵ+!,^$j=GW)E+& 8PK!Ptheme/theme/theme1.xmlYOo6w toc'vuر-MniP@I}úama[إ4:lЯGRX^6؊>$ !)O^rC$y@/yH*񄴽)޵߻UDb`}"qۋJחX^)I`nEp)liV[]1M<OP6r=zgbIguSebORD۫qu gZo~ٺlAplxpT0+[}`jzAV2Fi@qv֬5\|ʜ̭NleXdsjcs7f W+Ն7`g ȘJj|h(KD- dXiJ؇(x$( :;˹! I_TS 1?E??ZBΪmU/?~xY'y5g&΋/ɋ>GMGeD3Vq%'#q$8K)fw9:ĵ x}rxwr:\TZaG*y8IjbRc|XŻǿI u3KGnD1NIBs RuK>V.EL+M2#'fi ~V vl{u8zH *:(W☕ ~JTe\O*tHGHY}KNP*ݾ˦TѼ9/#A7qZ$*c?qUnwN%Oi4 =3ڗP 1Pm \\9Mؓ2aD];Yt\[x]}Wr|]g- eW )6-rCSj id DЇAΜIqbJ#x꺃 6k#ASh&ʌt(Q%p%m&]caSl=X\P1Mh9MVdDAaVB[݈fJíP|8 քAV^f Hn- "d>znNJ ة>b&2vKyϼD:,AGm\nziÙ.uχYC6OMf3or$5NHT[XF64T,ќM0E)`#5XY`פ;%1U٥m;R>QD DcpU'&LE/pm%]8firS4d 7y\`JnίI R3U~7+׸#m qBiDi*L69mY&iHE=(K&N!V.KeLDĕ{D vEꦚdeNƟe(MN9ߜR6&3(a/DUz<{ˊYȳV)9Z[4^n5!J?Q3eBoCM m<.vpIYfZY_p[=al-Y}Nc͙ŋ4vfavl'SA8|*u{-ߟ0%M07%<ҍPK! ѐ'theme/theme/_rels/themeManager.xml.relsM 0wooӺ&݈Э5 6?$Q ,.aic21h:qm@RN;d`o7gK(M&$R(.1r'JЊT8V"AȻHu}|$b{P8g/]QAsم(#L[PK-![Content_Types].xmlPK-!֧6 +_rels/.relsPK-!kytheme/theme/themeManager.xmlPK-!Ptheme/theme/theme1.xmlPK-! ѐ' theme/theme/_rels/themeManager.xml.relsPK] %U&'*-67E Z8  E  0247M 6b$I <Vu8 qT%~ &/N4^7v:r=lF`T Z*\]UadNk5ov{~h^ˌqFP޿`jo"|l       !"$%&'(*:;<DEFK344z5M7e77777L;z;zpFo  #)=JLlpu 0?5јSǙbXv| &)15+>BĨ8?9/2* EXXXXXXXXXXXXXXXXXXXXX*,7!7F&> XXXX8@0(  B S  ? LROZ/;$$$$,,..22O:V:z::::::::}<<<<<<<<BB B#B9BDBEBHBffnnSy]y puMMN&NNNaOhOPPRRS&SSSTTlUsUVVpVyV{ffhojoqoworr[]}=?ϙљ`b')35@B79°˰PY".DzͲ@BHNSTVdzȳʳ˳ճ׳޳߳\aenoqrwxz{ɴδٴߴzɵҵӵݵ޵  #)289?OUWZ\fv   ()-278=>@ELRXaijp4:<DW]^adksy¸øŸϸԸCFek]fipRW}$=G!!y$~$$$&&=)?)**----;3=377::<< B#BHHffvvww||n >?H7 a˷ܷݷ߷9=u| %%@Bopzvych%5GQK R   "/@M""##$$R%_%&&''55 JJKK_cicfojo{tt5v?v$-Uqvw  ?7јəbZ~ )!5-B:01!UVW@Aıű;@BY\wz #LO޶14ڸ%6CF333333333333333333333333333333333333333333333333333333333333333333333333333333333KLLUU|}  ;<͘Θ^_šš  %&JJ#?@ܸ::wwxy|}Żǻȼؼؼۼܼ߼ !<FKLLUU|}  ;<͘Θ^_šš  %&JJ#F=v =RH.jZLR7 a @zAhV"*VmvW7@hh^h`.)^)`o(. ^`hH.  L^ `LhH.  ^ `hH. i^i`hH. 9L^9`LhH.  ^ `hH. ^`hH. L^`LhH.0^`0o(.^`. L^ `L. ^ `.i^i`.9L^9`L. ^ `.^`.L^`L.^`o(.^`.pL^p`L.@ ^@ `.^`.L^`L.^`.^`.PL^P`L.^`OJPJQJ^Jo(. ^`hH. pL^p`LhH. @ ^@ `hH. ^`hH. L^`LhH. ^`hH. ^`hH. PL^P`LhH.^`o(. ^`hH. pL^p`LhH. @ ^@ `hH. ^`hH. L^`LhH. ^`hH. ^`hH. PL^P`LhH.R7 @hVRH=v mvWP>A ]&s)Hl w3s)-,i-0R?1)D&8FI)DKP{U,Dl3op-q8FI~t1Ox ~eJi/$Jg=E q> %N7e N>"e5{QLDK7H[5Q$P.!=["$F<%hO&_'3(S+2+;.e%/_/01L23=5b5U6SP9r9#<_>:4?T?b @bgC3TDFFHJ"JL%LXLq:M N(OEQER\vRZhS^UwU@V]W^WpYzYHRZI\^^Ebfb!c*EdrequfUgEgngYhj'jxk'ko@2qKsCtZet1u0wy e|qg|S}~CI3fn9<dRoSdDDOcEF+Mwo `@4ka~niL)j S :(5v m/uP45bY^f fXJg=0Q5<x:?mL$ G 2< @B@89;>   777777777777:::::UUUUUU9EXX@XBXFX@XXXXL@XXXX@XXXXXXXXXXXX\X@X`XbXdXhX@XlX@X~X@XX@X @Unknown G*Ax Times New Roman5Symbol3. *Cx Arial9GaramondEUAlbertina-Regular-Identity-HArial Unicode MSkTimesNewRomanPSMTTimes New Roman5. .[`)Tahoma7.@ CalibriETimes-NewRoman_ ArialNarrowTimes New RomanI. ??Arial Unicode MSY EYInterstate LightArialA BCambria Math"1f؆Sن>@JrBU|+!0b*2qHX $PHRZ2! xxDionisDionis$      Oh+'0l   ( 4 @LT\dDionis Normal.dotmDionis62Microsoft Office Word@,?@~2@d&@4L@Jr՜.+,D՜.+,4 hp   Grizli777b  Title  8@ _PID_HLINKSAp4<thttp://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D20347B8FEF&URLback=5C636228D0BFBB6D503FA305D7CF38D80Ap59thttp://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D20367B8EEF&URLback=5C636228D0BFBB6D503FA305D7CF38D80Ap16thttp://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D20367B8EEB&URLback=5C636228D0BFBB6D503FA305D7CF38D80Ap63thttp://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D20367B8DED&URLback=5C636228D0BFBB6D503FA305D7CF38D80Ap?0thttp://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D2334768DE8&URLback=5C636228D0BFBB6D503FA305D7CF38D80Apd-thttp://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D2334768DEC&URLback=5C636228D0BFBB6D503FA305D7CF38D80Ap2*thttp://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D2334768CE2&URLback=5C636228D0BFBB6D503FA305D7CF38D80Ape'thttp://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D2334768CEE&URLback=5C636228D0BFBB6D503FA305D7CF38D80Api$thttp://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3D2330788FEF&URLback=5C636228D0BFBB6D503FA305D7CF38D80Ap0!thttp://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3E27327A84E3&URLback=5C636228D0BFBB6D503FA305D7CF38D80Aphthttp://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F2233798EEE&URLback=5C636228D0BFBB6D503FA305D7CF38D80Apgthttp://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F22337A84EC&URLback=5C636228D0BFBB6D503FA305D7CF38D80Apethttp://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F22337A84EA&URLback=5C636228D0BFBB6D503FA305D7CF38D80Apathttp://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F22337A84EE&URLback=5C636228D0BFBB6D503FA305D7CF38D80Ap5thttp://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F2233798EE8&URLback=5C636228D0BFBB6D503FA305D7CF38D80Ap6thttp://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F26357C8EEC&URLback=5C636228D0BFBB6D503FA305D7CF38D80Ap4 thttp://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F26357C8EEA&URLback=5C636228D0BFBB6D503FA305D7CF38D80A vhttp://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F26357C8DE2&URLback=5C636228D0BFBB6D503FA305D7CF38D80Ap6thttp://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F26357C8DEB&URLback=5C636228D0BFBB6D503FA305D7CF38D80Aphthttp://sudskapraksa.vsrh.hr/supra/OdlukaSviPodaci.asp?docID=3F2634788CEA&URLback=5C636228D0BFBB6D503FA305D7CF38D80A|_mailto:djuric@pravri.hrGO Rhttp://www.hanfa.hr/uploads/kvartalni_bilten/HANFA_Kvartalni_bilten_I-2009-Q1.pdf]C6http://www.zse.hr/UserDocsImages/reports/ZSE-2008.pdfv{http://www.dzs.hr/&shttp://zse.hr/  !"#$%&'()*+,-./0123456789:;<=>?@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_`abcdefghijklmnopqrstuvwxyz{|}~      !"#$%&'()*+,-./0123456789:;<=>?@ABCDEFGHIJKLMOPQRSTUVWXY[\]^_`abcdefghijklmnopqrstuvwxyz{|}~Root Entry FoData N"1TableZfKWordDocument 4SummaryInformation(DocumentSummaryInformation8@MsoDataStore o_oFPMWVUNKDAC==2 o_oItem  PropertiesUCompObj y   F'Microsoft Office Word 97-2003 Document MSWordDocWord.Document.89q