Open invitation to candidates interested in applying for the job vacancy of a member of Supervisory Board of Telekom Slovenije, d.d

In accordance with Articles 18 and 19 of the Slovenian Sovereign Holding Act (Official Gazette RS, No. 25/2014), Slovenian Sovereign Holding d.d. hereby publishes an

 

 

OPEN INVITATION 

to candidates interested in applying for the job vacancy of a member of Supervisory Board of Telekom Slovenije, d.d 

 

 

The Management Board of Slovenian Sovereign Holding hereby invites all candidates interested in applying for the job vacancy for a member of Supervisory Board of Telekom Slovenije, d.d., to submit their application in accordance with the requirements of this invitation.

 

The candidates who are interested in applying and who fulfil the conditions and criteria and fit one or more target profiles from this invitation in applying for the job vacancy of a member of Supervisory Board of Telekom Slovenije should send their application and the relevant attachments by using forms available on the web site http://www.sdh.si/sl-si/nadzorniki/postopek, to the following e-mail address: kadrovska.komisija@sdh.si or by post to the following address:

 

Slovenski državni holding, d.d. (Slovenian Sovereign Holding)

(ne odpiraj – razpis za izbor kandidatov za člane nadzornega sveta Telekom Slovenije, d.d.) “(not to be opened – invitation in applying for the Member of Supervisory Board of Telekom Slovenije, d.d.)

Post Box: 139

1001 Ljubljana

 

All statements and forms must be signed in manuscript and when submitted to the e-address in PDF format.

 

The candidates who submit a full application and who are accredited will be registered in the database of accredited potential candidates for members of supervisory bodies of companies with state's capital assets.  Incomplete applications will be rejected.

 

All information included in the application will be treated by Slovenian Sovereign Holding (hereinafter referred to as: "SSH") as confidential and handled in accordance with the Personal Data Protection Act (ZVOP-1, Official Gazette RS, No. 86/2004 et. seq.).

 

The candidate shall be held responsible under criminal and substantive liability for the accuracy of statements in the application and statements given in case of a potential interview carried out with the candidate.

 

The applications are to be submitted by Wednesday, 28 September 2016, by 15:00 hours.

 

1. General information on public invitation

 

In accordance with the Articles of Association, Telekom Slovenije, d.d., Cigaletova 15, 1000 Ljubljana  has a nine-member Supervisory Board composed of six representatives of capital and three representatives of employees. On 27 April 2017, the terms of office of five members of the Supervisory Board, representing the capital, shall expire which is why,  on the basis of the voting proposal by the Supervisory Board of the Company or on the basis of a potential voting proposal by SSH acting in the capacity of the Company's shareholder the General Meeting of Shareholders of Telekom Slovenije, d.d., is expected to elect (new) members of the Company's Supervisory Board in March or April 2017.

 

2. Procedure for the selection of Supervisory Board  Members of Telekom Slovenije

 

The procedure for the selection of candidates will be composed of the following phases:

 

1 Submission of application

 

The application submitted to SSH by candidates interested in applying must include the following filled-in forms:

• Curriculum Vitae (Europass CV form is to be used by potential candidates for presenting their schooling and career),
• Motivational letter,
• Statement by a Candidate in regard to the application to SSH Data Base,
• Statement by a Candidate that he/she meets the conditions and criteria for nomination for Supervisory Board Member and the consent for the nomination,
• Statement by a Candidate for Supervisory Board Member on personal integrity and business ethics,
• Statement by a Candidate for Supervisory Board Member on independence,
• Reasons by a Candidate upon the nomination for the Supervisory Board Member in a company managed by SSH,

The following supporting documents need to be enclosed with the candidate's application:

• certificate of no criminal record issued by the Ministry of Justice or other competent authority in the domiciled state of the candidate,
• certificate issued by the competent Court or other competent authority in the domiciled state of the candidate stating that no criminal proceedings are in progress against a candidate,
• Certificate on having obtained the knowledge and skills in regard to powers, obligations and operations of supervisory boards.

2 Accreditation procedure

 

The second evaluation phase, i.e.,  the accreditation procedure, is intended to determine whether a potential candidate satisfies general statutory conditions of a member of the Supervisory Board and general accreditation criteria as stipulated by the SSH Asset Management Policy. The evaluation is carried out by SSH on the basis of a candidate's written application. When a potential candidate satisfies the stated conditions and criteria, the SSH Personnel Committee grants him/her the accreditation and registers him/her in the SSH data base of accredited potential candidates for Supervisory Board Members; in the opposite case, the accreditation is rejected and the candidate is informed accordingly.

 

3 Nomination procedure

 

All potential candidates accredited on the basis of this open invitation, in addition to other potential candidates who will be nominated on the basis of other recruitment procedures as stipulated by the SSH Asset Management Policy, will be nominated to participate in the Nomination Procedure during which the satisfaction of special conditions and criteria for a member of the Supervisory Board of Telekom Slovenije, d.d. will be tested taking into account target profiles of members of the Supervisory Board; in addition to taking into account the written application submitted, a structured interview with a potential candidate will also be carried out by SSH Personnel Committee. The nomination procedure will be completed by SSH Personnel Committee issuing a Decision on Nomination (that is, the decision on the candidate’s suitability in regard to the required conditions, criteria and target profiles).

 

4 Selection of candidates by SSH Management Board and their inclusion on the voting proposal 

 

Of all potential candidates assessed by SSH Personnel Committee as suitable, and where there is a sufficient number of candidates, SSH Management Board will select two candidates for each vacancy in the Supervisory Board of Telekom Slovenije (in total 10 candidates) to be nominated to the Nomination Committee of the Supervisory Board of Telekom Slovenije and the Supervisory Board of Telekom Slovenije to assess the candidate independently of the SSH nomination procedure. Candidates will be included on the voting proposal for the General Meeting of Shareholders at the discretion of the Supervisory Board of Telekom Slovenije and SSH may include the candidates selected on its own (counter) voting proposal.

 

3. Conditions and criteria for the selection of Supervisory Board  Member of Telekom Slovenije

 

In accordance with the Slovenian Sovereign Holding Act (hereinafter referred to as:  "ZSDH-1"), Companies Act ("ZGD-1"), SSH Asset Management Policy, the Rules on Supervisory Board Member Selection (Conditions, Criteria, Procedures and Evaluation for Determining Suitability and Selecting Potential Candidates for Members of Supervisory Bodies of Companies with State’s Capital Assets), a candidate must satisfy the following criteria:

 

• within the period of five years preceding the time of application, a candidate has not been convicted by way of a final judgement of a criminal offence in relation to the economy, labour relations and social security, legal transactions, property, the environment, physical space and natural resources, and/or a period of more than two years has passed since the completion of a sentence served in relation to the above (Article 255 of Companies Act-1);
• at the time of the nomination, a candidate is not subject to a preventive measure prohibiting him/her from  the pursuit of the profession (Article 255 of ZGD-1);
• acting as a member of the management or supervisory body of a company against which bankruptcy proceedings have been instituted, a candidate has not been pronounced liable to pay damages to the creditors in accordance with the provisions of the law, and/or a period of not less than 24 months has passed since the judgement became final (Article 255 of ZGD-1);
• a candidate has not been a member of the Management Board of Telekom Slovenije in the period of last three years  (Article 255 of ZGD-1);
• a candidate is not a member of the Management Board or Board of Directors of a subsidiary of Telekom Slovenije (Article 273 of ZGD-1);
• is not a procurator or authorised person of Telekom Slovenije, d.d., (Article 273 of ZGD-1);
• a candidate is not a member of the Management Board of another corporation with a Supervisory Board Member coming from the Management Board of Telekom Slovenije  (Article 273 of ZGD-1);
• when so  stated in the Company’s Articles of Association, a candidate meets the conditions laid down in the said document (article 273 of ZGD-1);
• by assuming the role, a potential candidates for a member of Supervisory Board of Telekom Slovenije, d.d, would not violate the obligation not to compete within the meaning of Article 41 of ZGD-1 and Article 42 of the Articles of Association of Telekom Slovenije;
• a candidate is not a member of the Supervisory or the Management Boards in three other companies (Article 273 of ZGD-1);
• a candidate is not a member of a management or supervisory body in a company in which SSH has the majority or dominant influence (Article 21 of ZSDH-1);
• in the period of the previous six months, a candidate has not held an office in a political party to which she/he was elected or appointed (Article 21 of ZSDH-1);
• a candidate is not in any direct business relationship with Telekom Slovenia or its subsidiaries, except in cases of the sale of regular products and services
  according to the general terms applicable to all subjects in the market (Article 21 of ZSDH-1);
• a candidate is not a member of supervisory or management bodies and employees employed for an indefinite or fixed period at legal entities which are in any kind of business relationship with the company, the supervisory board for which they are candidates or the company’s affiliated companies, except in cases of the sale of regular products and services according to the general terms applicable to all subjects in the market (Article 21 of ZSDH-1);
• a candidate does not perform a function which, according to the act governing the integrity and prevention of corruption as per this or another act, is incompatible with membership in a supervisory body or corporate governance body, and who has not performed such function in the previous six months (Article 21 of ZSDH-1).

 

A candidate must also satisfy the following criteria:

 

• is known for personal integrity and business ethics;
• has experience confirmed by professional performance and reputation; 
• has the relevant education which must not be less than university education or high professional education;
• has relevant work experience, as a rule, at least six years of relevant work experience in the field of management or participation in supervisory bodies or project management;
• has an integrated business and other relevant professional knowledge which enables a candidate to understand and assess the appropriateness of usual business events without extra assistance;
• is familiar with rights and obligations of a supervisory board member;
• is capable of taking into account the long-term interests of Telekom Slovenije, having subordinated any potential other personal or individual goals to this objective;
• is available time-wise and will be available when performing the position; 
• is capable of effective communication and teamwork;
• is not economically or personally connected or in any other connection with Telekom Slovenije or its Management Board;
• has no conflict of interests.

 

In terms of the candidate's satisfaction of criteria regarding professional expertise and experience, the following will also be taken into account: 

 

• whether a candidate has been involved in any additional training from his profession and whether the candidate has expanded his/her professional expertise to complementary disciplines (for example, care for constant upgrading skills in finance, internal audit, accounting, legal, HR, management and leadership);
• has comprehensive business knowledge proved by references and relevant professional knowledge and skills;
• has the knowledge of at least one foreign language (English);
• has international orientation and multicultural experience, which are clear from references, confirming his/her professional and business broad-mindedness;
• knowledge of business models and processes confirmed by references and career, know-how of the role of a supervisors board member in terms of the profession and knowledge of expert skills which represent an added value in the Supervisory Board. 

 

In the nomination procedure, in addition to the above mentioned conditions and criteria, the SSH Personnel Committee will also assess competences which are usually expected from Supervisory Board Members, particularly the following characteristics: team work skills, cooperativeness, accuracy, reliability, deliberation, energy and motivation, keeping confidentiality, striving for high standards.

 

4. Professional profiles for a Supervisory Board  Member of Telekom Slovenije

 

In accordance with Article 21, Paragraph 2, SSH must strive to achieve such a composition of the Supervisory Board that the Supervisory Board as a whole is composed of members who will complement each other in terms of professional knowledge and competences and that the knowledge and skills and competences of the Supervisory Board are adapted to the needs of the said Company. In regard to the above mentioned, SSH is looking for experts from the following professional fields:

• an expert in corporate governance and legal affairs;
• and expert in finance;
• an expert in technical area with the knowledge of the operation of telecommunication operators;
• an expert with competences in sales and marketing, and
• an expert in Information Technology.

 

5. Special obligations of members of Supervisory Board of Telekom Slovenije

 

Owing to the share of voting rights in Telekom Slovenije, SSH has a prevailing influence in SSH, some special obligations apply for the Supervisory Board Members of Telekom Slovenije under ZSDH-1 and under Integrity and Prevention of Corruption Act (Official Gazette RS, No. 69/11 ), such as disclosure and supervision over their assets, obligation of disclosing and preventing the conflict of interest, and for the Company, the obligation of limitation on transactions with parties related to a Supervisory Board Member in accordance with Article 60, Paragraph 9 of ZSDH-1.