The article is based on a paper which was presented (as a guest lecture) at the Days of Slovenian Lawyers. Author deals with legal analysis of differences and similarities of corporate governance of the state owned enterprises and points out some peculiarities of the new legal framework of state financial investments in Slovenia. Author tries to answer the questions like what is the role of the state as an owner, do we have efficient regulatory framework for state owned enterprises, what are the relationships with the stakeholders and how does the regulation of transparency and disclosure look like. In addition there is a brief comparison of the implementation of the OECD Guidelines in the field of corporate governance of state owned enterprises.
B.04 Guest lecture
COBISS.SI-ID: 11962961The article discusses the establishment of the Slovenia Sovereign Holding (SSH) as central ownership unit for management of state owned companies and compares it with former Agency for State's Capital Investments (ASCI). The question discussed is whether SSH provides a sound basis for establishing a policy framework consistent with the OECD's SOE Guidelines. According to the OECD Report 2011 only improvements should be made by the adoption of the draft legislation defining the relationship between the ownership actions of Government and the two state controlled funds KAD and SOD. The transformation of the pension fund KAD and the restitution fund SOD is a complementary reform to the establishment of the new central ownership agency and should be passed as a matter of priority. However, the Government decided otherwise: instead of an agency as an independent state body, a completely new and very different entity was established, namely holding as a controlling company, wish is subject to the Companies Act. According to the OECD Report 2011, an autonomous and independent ownership agency reporting to the parliament and thereby separating the ownership and regulatory functions of government is required. On the other hand it is governed by the Government as the general meeting of shareholders and under the supervision by supervisory council composed partly by the representatives of the government and partly by the representatives of the parliament proposed by political groups of the parliament. The question arises whether in such governance composition of the holding as subject the Companies Act, OECD guidelines referring to separation of property from regulatory rights and independent and disinterested board of directors are accomplished at all.
F.26 Improvements to existing organisational structure and managerial solutions
COBISS.SI-ID: 13327185In the article, the author presents analysis of the current Slovenian legislation covering the issue of conflict of interests, with brief comparative overview. It is estimated that the legislative framework of the conflict of interest related issues in Slovenia is weak and should be improved. The questions like prohibition of competition, duty of disclosure and approval to acquire shares for directors, incompatibility and disinterested position of the supervisory boards' members, prohibition of board memberships for public officials, and other similar situations are analysed. The author concludes with proposals for legal amendments in this field.
F.25 Development of new organisational structures and managerial solutions
COBISS.SI-ID: 12903249In this contribution there are presented methods for abolishing administrative obstacles of environmental regulation as a tool for increasing business investments.
F.26 Improvements to existing organisational structure and managerial solutions
COBISS.SI-ID: 2875114Back to capitalism and to Europe were the slogans of the last decade of the twentieth century in all former socialist countries in Central and Eastern Europe; they declared uncompromising faith in capitalist market mechanisms and in full membership in EU considered a panacea for all current and future economic and socio-political problems. Indeed, during a “golden era” CEE countries considerably outpaced growth in the “old” EU countries and rapidly converged to EU average level of development. However, growth was “jobless” and “unsustainable”; it was to a great extent based on foreign savings. Large current account deficits therefore became steady feature of CEE countries.. Lisbon strategies contributed to the collapse of manufacturing sector; Socially, CEE countries can be put in two groups; some have retained reasonable social cohesion; three Baltic countries are the extreme on the other side. Global financial crisis, particularly the credit reduction, was hitting CEE countries with large external financing needs exceptionally hard. Foreign banks began to withdraw their capital by shrinking balance sheets in the subsidiaries. At the same time, FDI dropped to one fourth of pre crisis level. CEE countries thus faced net outflow rather than urgently needed inflow of capital.
F.30 Professional assessment of the situation
COBISS.SI-ID: 519096857