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