Slovenia
Answer ... The management board directs the business operations of the company independently and at its own liability. The management board represents the company and acts on its behalf.
The management board has special powers and liabilities in respect of the general meeting, such as the following:
- prepare measures that fall within the powers of the general meeting at the request of the general meeting;
- draw up contracts and other acts which require the consent of the general meeting in order to be valid;
- carry out the resolutions of the general meeting; and
- report to the supervisory board at least once a quarter.
Slovenia
Answer ... Unless otherwise set out in a resolution of the general assembly, the articles of association or any other contract, board members usually exercise their roles and responsibilities individually, especially in relation to everyday business. However, some companies impose restrictions on their power to represent the company and act on its behalf. Board members can be appointed for a specific area within the company (eg, sales supply), in which case they can represent the company only within that area of work.
If the management board has more than one member, the members will adopt decisions unanimously, unless the articles of association provide otherwise.
Slovenia
Answer ... (a) Strategic planning?
The management board develops the strategy of the company. In drafting the strategy, the board will work closely with the supervisory board. After reaching agreement with the supervisory board, the management board will ensure the implementation of the strategy. It will usually discuss strategic planning with the supervisory board at regular intervals.
(b) Risk management?
The management board will usually work closely with the supervisory board in order to ensure the survival of the company.
(c) Major and related-party transactions?
The management board can act independently in relation to major and related-party transactions. However, the articles of association commonly require the consent of the supervisory board or the general assembly in order for a transaction to proceed.
In addition, certain legislative requirements apply to the transfer of specific assets. For example, contracts and other legal transactions under which a public limited company undertakes to transfer at least 25% of its assets, which do not constitute a transfer in accordance with the provision of the Companies Act on changes of legal status, require that a resolution of the general meeting be passed.
(d) Conflicts of interest?
See question 4.3.
Slovenia
Answer ... If the management board has more than one member, the members shall represent the company jointly, unless the articles of association provide otherwise. In the case of joint representation, an expression of will provided by any member of the management board will take effect against the company as a whole if all members of the management board are authorised to represent the company. The articles of association or the supervisory board, where so envisaged by the articles of association, may provide that members of the management board individually, or at least two members of the management board together, or a single member of the management board together with the procuration holder, are authorised to represent the company. This practice is common in large and medium-sized companies.
Slovenia
Answer ... In performing their duties on behalf of the company, individual board members must:
- act with the diligence of a conscientious and honest businessperson; and
- safeguard the trade secrets of the company.
These duties are owed to the company (ie, the shareholders). However, board members must also consider interests of employees and other stakeholders.
Slovenia
Answer ... Civil liability can arise for damages occurred as a result of breach of fiduciary duties (duty of loyalty and duty of care). Board members can be also criminally liable for numerous criminal offences, such as:
- business fraud;
- defrauding of creditors;
- disclosure and unauthorised acquisition of trade secrets; and
- abuse of position or trust in business activity.