Zagrebacka burza d d : Zagrebačka burza d.d. - Code of Corporate Governance Questionnaire for 2023

				ANSWER
				(Each question is	EXPLANATION
CHAPTER	PROVISION	ARTICLE	QUESTION	answered by chosing
(fulfill only for questions that were answered with "NO" or "PARTIALLY")
				the answer from the
				drop-down menu)
1	Cooperation	1	The articles of association and/or other internal acts clearly define the powers of the supervisory	YES
board and management board.
1	Cooperation	1	The articles of associationand/or other internal acts are available free of charge on the website of the	PARTIALLY	The Articles of Association are available on the company's website, but not all other internal acts of the company.
company.
			The supervisory board has adopted a decision in which it stated categories of decisions and legal
1	Cooperation	2	transactions that require prior approval by the supervisory board and those decisions about which	YES
			management board must consult with the supervisory board before making a decision, and a
			summary thereof is available free of charge on the website of the company.
			The articles of association and/or internal company acts provide for prior consent of the supervisory
1	Cooperation	2	board for making important decisions that affect the strategy of the company, expenses, risk	YES
			exposure and reputation.
			The articles of association and/or internal company acts stipulate that the supervisory board and its
1	Cooperation	3	committees have timely access to documents, premises and employees when necessary for the	YES
			performance of their duties.
			The articles of association and/or other internal company acts stipulate that the management board
1	Cooperation	4	must report to the supervisory board at regular intervals on the operating results of the company,	YES
			financial situation, substantial financial and non-financial risks and results of interaction with
			shareholders and other stakeholders.
			Statutes and/or internal company documents stipulate that the president of the management board
1	Cooperation	5	shall immediately notify the supervisory board if there is or is likely for an event to arise that has the	YES
			potential to significantly affect the results, financial position or reputation of the company.
			The supervisory board approved the code of conduct (or other internal act), which establishes rules
1	Rules of conduct	6	of conduct to be followed by members of the management and supervisory board members,	NO	Pursuant to the Company's Articles of Association, the consent of the Supervisory Board	is not required for the adoption of such an act.
			employees and others acting on behalf of the company, which also contains rules and measures to
			be taken in case of its violations.
1	Rules of conduct	6	Code of Conduct (or other internal act) is available free of charge on the website of the company.	NO	The company will consider adopting such an act.
2	Conflict of interest	7	For members of the management board and the supervisory board the prohibition of participation in	YES
decision-making in relation to which there are conflicts of interest is stipulated.
2	Conflict of interest	7	The supervisory board has given prior consent to the policy for managing conflicts of interest.	YES
2	Conflict of interest	7	The policy for managing conflicts of interest is available free of charge on the website of the	YES
company.
2	Conflict of interest	8	Members of the supervisory board are obliged to inform the entire supervisory board that they are in	YES
an actual or potential conflict of interest.
2	Conflict of interest	8	Management board members have a duty to inform the president of the supervisory board and other	YES
members of the management board of an actual or potential conflict of interest.
2	Conflict of interest	8	The supervisory board keeps records of all notices pertaining to conflict of interest.	YES
			Member of the management board or the supervisory board has an obligation to inform the President
2	Conflict of interest	9	and/or Vice-President of that board if it considers that another member of management or	YES
			supervisory board is in an actual or potential conflict of interest.
			Members of the supervisory board and management do not perform activities that compete with the
2	Competition ban	10	business of the company, are not members of the management or supervisory boards of the	YES
			companies that carry out such activities nor hold more than 5% stake in such companies.
			Members of the management board and the supervisory board who hold shares in the companies
2	Competition ban	10	with which the company is in the competition, informed the secretary of the company of all the shares	YES
			in such companies and the details of these shares are available free of charge on the website of the
			company.
	Related party		No transactions between members of the management or supervisory board and the company (or a
2	11	person affiliated with any party) can not be concluded without the prior consent of the supervisory	YES
	transactions		board.
	Related party		The fair value of each material transaction must be confirmed by an independent expert prior to any
2	transactions	11	such transaction, and his or her report has to be available free of charge on the website of the	NO	This obligation is not prescribed by the internal act of the Company.
		company.
	Related party		The company has adopted procedures for the approval and disclosure of transactions between
2	12	members of the management or supervisory board and the company (or a person affiliated with any	NO	The obligation will be included in the Company's internal procedures.
	transactions		party).
2	Related party	12	The audit committee annually assesses the effectiveness of these procedures.	NO	The obligation will be included in the Company's internal procedures.
	transactions
	The role of the		The supervisory board is responsible for appointing and dismissing members of the management
3	supervisory board	13	board and making recommendations for candidates for members of the supervisory board to the	YES
		general meeting.
3	The role of the	13	The supervisory board has approved formal and transparent procedure for the appointment to both	YES
supervisory board	management and supervisory boards.
	The role of the		The supervisory board has set as a target percentage of female members of the supervisory board		Even though the Supervisory Board of the Company has not adpoted a formal plan,
3	14	and the management board, which must be achieved in the next five years and adopted a plan for the	PARTIALLY	ensuring gender equality of its members is one of its long-standing goals, as ensured
	supervisory board		implementation of this goal. Percentage on target and plan were published in the annual report.		by the Company's internal procedures.
3	The role of the	14	A report explaining progress on the plan has been published in the annual report.	PARTIALLY	The annual report contains information of the composition of the Management and Supervisory Boards, which includes information on realization of the goal to increase the number of female members.
supervisory board
	The role of the
3	nomination	15	The nomination committee has all the tasks listed in Article 15 of the Code.	YES
	committee
	Election of		When nominating candidates for the supervisory bord to the general meeting for election the
	supervisory board
3	members by the	16	company provides information within the general meetin materials on the items requested by Article	YES
		16. of the Code.
	general meeting
	Election of
3	supervisory board	16	Informations provided by Article 16 of the Code are freely available on the company`s website.	YES
	members by the
	general meeting
	Election of
3	supervisory board	17	Materials for the general meeting contain all the information listed in Article 17 of the Code.	YES
	members by the
	general meeting

	Election of		The information referred to in Article 17 of the Code is available free of charge on the website of the
3	supervisory board	18	company also in cases where workers' representative or another member of the supervisory board	NO	The obligation will be included in the Assembly materials which are published on the Company website.
members by the
	general meeting		which is not elected by the shareholders at the general meeting is apointed.
	Responsibilities of		The terms od reference of the supervisory bord include all the responibilities set in Article 19. of the
4	the supervisory	19	YES
Code.
	board
			The supervisory board has developed a supervisory board profile which specifes the minimum
4	Composition	20	number of members and combination od skills, knowledge and education, as well as professionaln	YES
			and practical experience that required in the supervisory board.
4	Composition	21	The supervisory board includes members of different gender, age, profile and experience to ensure a	YES
			diversity perspective when making decisions.
4	Composition	22	Majority of the members of the supervisory board are independent in accordance with the definition	YES
			set out in Appendix A of the Code.
4	Composition	22	The President or deputy president of the supervisory board are independent.	YES
4	President	23	The president of the supervisory bord is responible for the activities listed in Article 23. of the Code.	YES
4	Board committees	24	Supervisory board established the nomination committee.	YES
4	Board committees	24	Supervisory board established the renumeration committee.	YES
4	Board committees	24	Supervisory board established the audit committee.	YES
4	Board committees	24	The supervisory board stipulated the manadate and activities of each committee.	YES
			Each committee of the supervisory board consists of members who have the necessary skills,
4	Board committees	26	knowledge and education, as well as professional and practical experience to carry out the committee	YES
			responsibilities effectively.
4	Board committees	27	Each committee of the supervisory board has at least three members.	YES
4	Board committees	27	Majority of the members of each committee of the supervisory board are independent (as defined in	YES
Appendix A of the Code).
4	Board committees	27	Board members are prohibited to be members of the committee of the supervisory board.	YES
4	Board committees	28	The terms of reference of each committee is made freely available on the company's website	PARTIALLY	A description of the work of the Conflict of Interest Committee and the Committee for Market Protection Measures is available on the company's website. The Company will include terms of reference of all of the SB committees on its website.
4	Board committees	28	The Company's annual report includes a report on the work of each committee of the supervisory	YES
board as well as information on the number of meetings held and the members of the committee.
4	Time commitment	29	The minimun expected time commitmnet of each supervisory board member is specified on their	YES
appointment.
4	Time commitment	29	The annual report includes record of attendance at the meetings for each member of the supervisory	YES
board and its committees.
			The articles of association and/or internal company acts stipulate the obligation of the supervisory
4	Time commitment	30	board member to inform the secretary of the company about their membership in the supervisory	YES
			board or the management board of other companies.
4	Frequency and	31	The supervisory board meets at least every three months.	YES
format of meetings
4	Frequency and	31	The supervisory board has adopted a workplan that includes time and agenda of future meetings.	YES
format of meetings
4	Frequency and	31	Committees of the supervisory board shall meet as often as necessary for the effective discharge of	YES
	format of meetings		their duties, and regularly report to the supervisory board on its activities.
4	Frequency and	32	The supervisory board can meet without the participation of the management board where it	YES
format of meetings	considers it appropriate.
4	Frequency and	32	Non-Board committee memebers can participate in committee meeting only at the invitation of the	YES
	format of meetings		committee.
4	Support	33	The company has designated an individual to carry out the duties of a company secretary.	NO	The company has not appointed a person to carry out the duties of a company secretary.
			According to the company's internal acts, the person carrying out the duties of a company secretary
4	Support	33	is responsible for ensuring that supervisory board procedures are complied with, advising the	PARTIALLY	The described tasks are the responsibility of the company's Management Board.
supervisory board on governance matters, supporting the president of the supervisory board and
			helping the supervisory board and committees to function efficiently.
	Quality and		The board terms of reference and/or internal acts require the materials for supervisory board
4	timeliness of	34	YES
meetings to be provided to all its members at least one week before the meeting.
	information
	Quality and		The bord committee terms of reference and/or internal acts require the materials for board committee
4	timeliness of	34	YES
	information		meetings to be provided to all its members at least one week before the meeting.
	Quality and		The articles of association and/or internal company acts anticipate that the minutes of the meeting of
4	timeliness of	35	YES
the supervisory board must be available to all members of the supervisory board.
	information
	Quality and		Supervisory Board meeting minutes provide data on voting results including details of how individual
4	timeliness of	35	YES
	information		members voted.
	Quality and		The supervisory board has the right to receive information and advice from people outside the		The decision on informing and / or consulting from persons outside the company at the
		company at the expense of the company if it considers it necessary to successfully carry out its
4	timeliness of	36	PARTIALLY	expense of the company is made at the meeting of the Supervisory Board. The
duties, provided that the procedure for it is specified in the internal documents of the company issued
	information		by the management board with the consent of the supervisory board.		obligation will be included in the Company's internal procedures.
4	Training and	37	All members of the supervisory board at the time of appointment received introduction training for	YES
development	their role.
4	Training and	37	All supervisory bord members receive ongoing training and education to improve their sills and	YES
development	knowledge.
4	Training and	38	The supervisory board members receive regular updates and briefings from the management board	YES
development	and experts on matters relevant to the company and to their duties.
4	Supervisory board	39	The supervisory board evaluated its effectiveness in the past 12 months.	YES
evaluation
4	Supervisory board	39	The supervisory board assessed the individual results of its members in the last 12 months.	YES
evaluation
4	Supervisory board	39	The evaluation of the supervisory board was led by the president or deputy president.	PARTIALLY	The evaluation of the effectiveness of the members of the Supervisory Board is carried out by the Nomination Committee, whose member is the Deputy Chairman of the Supervisory Board.
evaluation
4	Supervisory board	40	The evaluation of the supervisory board included an assessment of all the matters specified in Article	YES
evaluation	40 of the Code
4	Supervisory board	41	The annual report includes the assessment report of the supervisory board and its committees in	NO	The Company will include the evaluation report of the Supervisory Board and its committees in the annual report.
evaluation	which they assessed all the circumstances set out in Article 41 of the Code.

	Responsibilities of
5	the management	42	The duties of management board include all the activities listed in Article 42 of the Code.	YES
	bord
	Responsibilities of		The supervisory board has approved internal rules of procedure adopted by the management board
5	the management	43	YES
	bord		that define the matters specified in Article 43. of the Code.
	Responsibilities of		In the case of groups, the management board of the parent company is obliged to ensure effective
5	the management	44	oversight over the activities of other companies in the group.	YES
	bord
	Responsibilities of		The articles of association and/or internal company acts contain rules governing responsibilities and
5	the management	44	NO	The obligation will be included in the Company's internal procedures.
	bord		reporting procedures at the level of the parent company and subsidiaries.
			The supervisory board ensures that management maintains a profile of the management board which
5	Composition	45	determines the minimum number of members and a combination of members who possess the skills,	YES
knowledge and education, as well as professional and practical experience that are required for
			management board.
5	The president	46	The president of the management board is formally responsible for the activities listed in Article 46. of	YES
			the Code.
	Limits on other		Internal company documents provide that the members of the management board must obtain the
5	47	prior consent of the supervisory board before accepting appointment to the management board or	YES
	appointments		supervisory board which is not part of the same group.
5	Limits on other	47	Internal documents of the company provide that board members are prohibited from holding more	NO	The Company is a legally highly regulated institution to which, in addition to the Company Law and the Trade Act, the Regulation on issuing approvals for the appointment of management board members and for acquiring qualified or controlling interests applies, along with criteria for assessing the suitability of members of the Supervisory Board, holders of key functions, and senior management (Official Gazette 36/21, 4/22, and 142/22), as well as the ESMA Guidelines on the management body of market operators and data reporting service providers.
appointments	than two positions in the management or supervisory board of other such companies.
			The supervisory board in the last 12 months, evaluated the effectiveness of arrangements for
5	Board evaluation	48	cooperation between the supervisory board and the management board, as well as the adequacy of	YES
			support and information received from the management board.
5	Board evaluation	48	Results of the evaluation of arrangements for cooperation between the supervisory board and	YES
management are included in the annual report.
5	Board evaluation	49	The management board has evaluated its own effectiveness and that of its individual members in the	YES
last 12 months.
5	Board evaluation	49	The management board has reported the conclusions of the evaluations of its members to the	YES
			supervisory board.
	Role of
6	remuneration	50	The duties of the remuneration board include all the activities listed in Article 50 of the Code.	YES
	committee
	Remuneration of		The supervisory board determines the annual remuneration of of each member of the management
6	management board	51	board, based on recommendations of the remuneration committee and in accordance with the	YES
	members		approved remuneration policy.
	Remuneration of		The level of receipts of members of the management board takes into account the agreed strategy,
6	management board	52	risk appetite, the economic environment in which the company operates as well as wages and	YES
	members		conditions of workers within companies.
	Remuneration of		Remuneration policy provides that a management board member may not dispose of the shares
6	management board	53	assigned to it as part of the remuneration at least two years from the date on which the shares were	YES
	members		assigned to him or her.
	Remuneration of		Remuneration policy provides that a management board member may not make use of stock options
6	management board	53	assigned to him or her as part of the remuneration for at least two years from the date on which stock	YES
	members		options were assigned to him or her.
	Remuneration of		Remuneration policy includes provisions that closely define the circumstances in which a portion of
6	management board	53	YES
the remuneration of management board member was put on hold or to was asked to be returned.
	members
	Remuneration of		Remuneration level for the president of the supervisory board and of other members of the
6	supervisory board	54	supervisory board reflects the time commitment and responsibilities, including the time commitment	YES
	members		and responsibilities in the committees of the supervisory board.
	Remuneration of		Remuneration policy and/or internal company documents prohibit the inclusion of variable elements
6	supervisory board	55	or other elements related to performance in the remuneration of the supervisory board.	YES
	members
6	Reporting on	56	Remuneration policy of the company was approved by shareholders at a general meeting.	YES
remuneration
6	Reporting on	56	The company has made freely available on its website its remuneration policy, as approved by the	YES
remuneration	shareholders.
6	Reporting on	57	Annual report on remuneration includes data on remuneration of each individual member of the	YES
remuneration	supervisory board as well as other information contained in Article 57 of the Code.
	Roles of the		Management board, with the prior approval of the supervisory board, adopted a policy that
7	supervisory and	58	determines the nature and extent of risk that company needs and that is willing to take in order to	YES
	management boards		achieve all the long-term strategic objectives ( "risk appetite").
	Roles of the
7	supervisory and	59	The management board is formally responsible for the activities listed in Article 59 of the Code.	YES
	management boards
7	Role of the audit	60	Terms of reference of the audit committee includes all activities listed in Article 60 of the Code.	YES
committee
7	Role of the audit	61	The audit committee, the supervisory board or one of its committees, undertook the activities referred	YES
committee	to in Article 61 of the Code.
	Relations with the		The audit committee oversees the process of selection and appointment of external auditors in
7	62	accordance with the legal requirements and makes recommendations to the supervisory board for the	YES
external auditor
			selection of the external auditor and conditions for their appointment.
7	Relations with the	63	The audit committee in the last 12 months approved the work plan of the external auditors, which	YES
	external auditor		includes the scope and content of the activities to be audited.
7	Relations with the	63	The audit committee shall meet as necessary with the external auditors to discuss the issues that have	YES
	external auditor		been identified during the audit and to oversee the quality of services provided.
7	Relations with the	64	The audit committee if responsible for monitoring the independence and objective of external auditor.	YES
external auditor
7	Relations with the	64	The audit committee approved a policy on permitted non-audit services provided by the external	PARTIALLY	The audit committee oversees not-audit services, but the obligation is not defined in the Company's internal procedures.
external auditor	auditor.
7	Risk management	65	The audit committee evaluated the effectiveness of risk management and internal control system as a	YES
and internal control	whole at least once a year.
7	Risk management	65	The audit committee, where appropriate, makes recommendations to the supervisory board and	YES
	and internal control		management board regarding the effectiveness of risk management and internal control systems.
7	Risk management	66	The company maintains an effective risk management system that provides reliable identification of	YES
and internal control	risk measurement, answers, reporting and supervision.

	Risk management		The company has determined clear internal responsibilities for the maintenance of the risk
7	and internal control	66	management system and a clear procedure for maintaining contact between persons responsible and	YES
		the audit committee.
7	Risk management	67	The company has established an internal audit function responsible for monitoring the effectiveness	YES
	and internal control		of internal control systems, including risk management.
7	Risk management	67	The audit committee approved the internal audit plan in the last 12 months.	YES
and internal control
7	Risk management	67	The audit committee receives reports of internal auditors and monitors the implementation of its	YES
	and internal control		recommendations.
7	Risk management	68	The audit committee shall recommend to the supervisory board the appointment or dismissal of the	YES
and internal control	heads of the internal audit function.
7	Risk management	68	If the company des not have internal audit function, the audit committee has once in the last 12	YES
and internal control	months evaluated the need for this function as part of its assessment of internal control systems.
			Management board, with the prior approval of the supervisory board, adopted a procedure for
7	Whistle-blowing	68	reporting violations of laws or internal rules of the company, actual or in the case of suspected	PARTIALLY	The Company has adopted a Policy for reporting violations of regulations for which the consent of the Supervisory Board has not been obtained.
			violation.
7	Whistle-blowing	69	The procedure ensures that workers and external stakeholders do not suffer negative consequences	YES
if they report suspicious behavior.
7	Whistle-blowing	69	Details of the procedure for registration are available free of charge on the website of the company.	NO	The Company will implement the procedure for registration on its website.
7	Whistle-blowing	70	Statute and/or internal company documents stipulate the duty of the management board to inform the	YES
supervisory board of any irregularities and and to agree on measures that must be implemented.
7	Whistle-blowing	70	The audit committee evaluated the effectiveness of the procedure and its application in the last 12	YES
months.
	Use of the company		All information that the company is required to disclose in accordance with the law, rules on the
8	71	listing, the Code and its own Articles of Association are available free of charge on the website of the	YES
	website		company.
8	Use of the company	72	The company makes freely available and easily accessible on the website all the information	PARTIALLY	The Company will publish all of the information defined in Article 72. on its website
	website		requested by Article 72 of the Code.
8	Use of the company	73	The company ensures that the information on the website is kept up to date and published in	YES
	website		accordance with time limits prescribed in law and regulations.
8	Use of the company	73	All data on the website are freely available in both Croatian and English.	YES
	website
8	Annual report	74	The annual report contains all the information referred to in Article 74 of the Code.	YES
	Relations with		The Company ensured that all shareholders, regardless of the number or type of shares they hold,
9	75	have equal access to information about the company and about the way they can carry and protect	YES
	shareholders		their rights.
			The Company has established an effective formal mechanisms to ensure minority shareholders the
9	Relations with	76	possibility of asking questions directly to president of the management board and president of the	YES
shareholders	supervisory board, and the details of the functioning of these mechanisms are available free of
			charge on the website of the company.
9	Relations with	77	The Company has selected a person that will for all shareholders be the person to contact in relations	YES
shareholders	with investors, and contact of this person is available free of charge on the website of the company.
9	General meeting	78	The articles of associationand/or internal rules of the company do not in any way limit the ability of	YES
			shareholders to call a general meeting, to participate in it or to add items to the agenda.
9	General meeting	79	The articles of association and/or internal company documents allow shareholders the opportunity to	YES
			exercise their right to vote by proxy without restriction.
9	General meeting	79	The articles of associationand/or internal company documents allow shareholders the opportunity to	YES
			exercise their right to vote electronically without restrictions.
9	General meeting	79	Explanation of other ways in which shareholders can exercise its right to vote are set out in the	YES
			documents for the general meeting.
9	General meeting	80	Notice of the general meeting is published no later than 30 days before it is held.	YES
9	General meeting	80	The agenda, decisions and all other materials required for the general meeting are available free of	YES
charge on the website of the company.
9	General meeting	80	All documents are available in English and Croatian language.	YES
9	General meeting	81	All persons referred to in Article 81 of the Code were present at the general meeting in the past 12	PARTIALLY	The external auditor was not present.
months.
9	General meeting	81	The external auditor was present at the general meeting where financial statements are presented.	NO	The external auditor was not present.
9	General meeting	82	The company has made the desicions of a general meeting freely available on its website without	YES
delay.
9	General meeting	82	Within 30 days from the date of the general meeting the company has made available on its website	PARTIALLY	No questions were asked at the General Assembly that would require an answer within 30 days, but the Company has enabled procedures of publishing this information.
free of charge answers to questions raised at the general meeting.
10	Corporate social	83	The supervisory and managent boards have agreed and adopted policies listed in Article 83 of the	YES
responsibility	Code.
10	Corporate social	83	These policies are available free of charge on the company's website.	YES
responsibility
			When the management board asks prior consent from the supervisory board for the decisions,
	Corporate social		accompanying documents explain how the recommended measure is in line with the policies
10	responsibility	84	associated with the impact assesment of company's activities on the environment and the	YES
		community, with the policies associated with the preservation of human rights and workers' rights and
			the measures associated with prevention and sanctioning of corruption and bribery.
10	Stakeholder	85	The supervisory board and management board jointly identified which are considered key	YES
engagement	stakeholders in relation to company.
	Stakeholder		Management board has ensured the existence of effective mechanisms for regular interaction with
10	engagement	85	key stakeholders, as well as to inform the supervisory board about the results of these	YES
		communications.
10	Stakeholder	86	The supervisory board is authorized, subject to prior notification to the president of the management	YES
	engagement		board, to organize meetings with external stakeholders when it deems it necessary.
10	Stakeholder	87	In the mandate of every committee of the supervisory board it is provided for what purpose president	NO	The acts provide for communication with board members, but not with external stakeholders. The Company will implement this obligation into its internal procedures.
engagement	of the committe may communicate directly with stakeholders and what procedure to follow.