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The Triglav Group and Zavarovalnica Triglav Going further in 2018 to be closer.
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The Triglav Group and Zavarovalnica Triglav d.d. Annual Report 2018 The Triglav Group and Zavarovalnica Triglav d.d. Annual Report 2018 << 4 >>
The Triglav The goal is to arrive to the policyholder as soon as possible after a Grouploss and Zavarovalnica event has occurred. Adverse weather conditions, such as storms, mayTriglav affect large areas of agricultural land. Domen Marovt, a hop grower and infarmer, 2018 followed with great interest the trial use of drones, which began to be used to appraise damage to insured agricultural land in the middle of the summer 2018. New technologies help the Company to provide a quicker and better appraisal. More →
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The Triglav Group and Zavarovalnica Triglav d.d. Annual Report 2018 << The orthopaedic specialist Martin Mikek, MD, is encouraged 2 by the great reviews of his patients >> relating to the services provided by the Artros orthopaedic centre, The Triglav Group and because their trust is important Zavarovalnica for quality treatment. The private Triglav in 2018 centre was again among the recipients of Excellence Awards given by Triglav, Zdravstvena zavarovalnica for client satisfaction. On the photo is Martin Mikek, MD, during an exam talking to a patient. More →
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The Triglav Group and Zavarovalnica Triglav d.d. Annual Report 2018 << 3 >>
The Triglav Group and Zavarovalnica Triglav in 2018
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The policyholders throughout the whole Adria region are provided roadside assistance services, monitoring them in Table most European countries. To repair a vehicle on the road or of Contents at home, roadside assistance services are available 24/7 and can be reached by telephone or via a mobile application. The Company expanded both the range of assistance services and the partner network for the settlement of non-life claims, such as flood, fire, equipment malfunction and damage to buildings. More →
The Triglav Group and Zavarovalnica Triglav d.d. Annual Report 2018 << 5 >>
The Triglav Table of Contents Group and Zavarovalnica The Triglav Group and Zavarovalnica Triglav d.d. Triglav in 2018 Audited Annual Report for the year ended 31 December 2018
Business Report 1. Address by the President of the Management Board 8 2. The Triglav Group and Zavarovalnica Triglav in 2018 11 3. Report of the Supervisory Board 21 4. Strategy and Plans of the Triglav Group 26 Business 5. Corporate Governance Statement 32 Report 6. The Share and Shareholders of Zavarovalnica Triglav 42 7. Performance of the Triglav Group and Zavarovalnica Triglav 48 8. Financial Result of the Triglav Group and Zavarovalnica Triglav 71 Risk 9. Financial Standing of the Triglav Group and Management Zavarovalnica Triglav 77 10. Cash Flow Statement 82 11. Development and Sales Activities 84 Non-financial statemenet 91 12. Sustainable Development in the Triglav Group 92 Accounting Report 13. Information on the Triglav Group as at 31 December 2018 118 14. Business Network of the Triglav Group 126 15. Performance Indicators of Zavarovalnica Triglav 128
143 Table Risk Management of Contents Risk Management System 145 Disclosures and Risk Management 151
Accounting Report Statement of Management's Responsibilities 170 Independent Auditor's Report 171 Financial Statements 173 General Information 180 The Triglav Notes to the Statement of Financial Position 199 GroupGroup and Notes to the Income Statement 229 Zavarovalnica Other Information 250 Triglav d.d. Annual Report Table of Contents GRI 288 2018 << 6 >>
The Triglav The Triglav Group and Gross written premium for insurance, co-insurance and Net profit before tax in EUR million Group and reinsurance contracts in EUR million Zavarovalnica Triglav Zavarovalnica Triglav in 2018 in 2018
2016 936.0 2016 95.1 593.1 83.4
2017 999.9 2017 84.4 622.0 73.8 Business Report
2018 over 2018 plan 1,000 plan 80–90
2018 1,068.4 2018 97.5 Risk 660.2 78.5 Management
Triglav Group Zavarovalnica Triglav Triglav Group Zavarovalnica Triglav
Accounting Consolidated gross written premium of the Triglav Group by segment Combined ratio of the Triglav Group Report
65.1% 22.7% 12.2% 936.0 2016 62.0% 30.9% 92.9% EUR million Table 2016 of Contents
2017 64.0% 29.0% 93.1%
65.2% 21.8% 12.9% 999.9 2017 EUR million 2018 around 95% plan
2018 65.7% 20.8% 13.5% 1,068.4 2018 62.5% 29.3% 91.8% The Triglav EUR million GroupGroup and Zavarovalnica Triglav d.d. Non-life Life Health Claims ratio Expense ratio Annual Report 2018 << 7 >>
The Triglav Return on equity of the Triglav Group Group and Zavarovalnica Triglav in 2018
Credit rating 11.4% 10.8% “A” 9.3% of the Triglav Group Business with a stable Report medium-term outlook
Risk Management 2016 2017 2018
Accounting Share of premium charged in the markets Report outside Slovenia
Table 17.9% of Contents 17.7%
17.3%
The Triglav Group and Zavarovalnica 2016 2017 2018 Triglav d.d. Annual Report 2018 << 8 >>
Adress by the President of the Management Board ¢ Return on equity of the Triglav Group was 10.8%.
The Group’s insurance business was profitable as is reflected in the combined ratio of 91.8%. In total premium, the Triglav Business Group booked EUR 1,068.4 million. In recent years, we have Report been operating in a record low interest rate environment, which has had an unfavourable impact on our performance, particu- larly via financial investments. As a result, regular return on fi- nancial investments again decreased in 2018. Risk We are an insurance/financial group with high »A« credit rat- Management ings and a stable medium-term outlook, which both credit rat- ing agencies reaffirmed in 2018.
How did you perform in the insurance business? Accounting The macroeconomic conditions in the region are improving Report and positively influence our insurance markets. Their growth is adequately reflected in our performance. In tight competition Triglav benefited from its strong competitive advantages, in- 1. tensified sales activities and improved services to cater for our clients. Our activities were Table Address by the President of of Contents 1 finely tuned to the level of the Management Board ¢ All 12 insurance development and specifici- companies of ties of individual markets. the Group recorded The results achieved are premium growth. encouraging. Premium in- Andrej Slapar, President of the Management How do you see the performance of the Triglav Group in 2018? creased by as much as 7% Board of Zavarovalnica Triglav, presents We are pleased that 2018 was another successful year. Profit and resulted in higher written premium volumes in all three before tax amounted to EUR 97.5 million which was 15% more insurance segments. With almost 66% non-life insurance pre- The Triglav his view on the 2018 business results and than in 2017. The originally planned figure was between EUR mium, which grew by 8% in 2018, accounted for the bulk of Group and Zavarovalnica 80 and 90 million, but that was outperformed mainly thanks consolidated premium. Furthermore, premium growth was re- highlights the implementation of the Triglav d.d. to the high premium growth, favourable claims experience and corded in most non-life insurance classes. Written premium in Annual Report revised Triglav Group Strategy. several one-off events. Return on equity was 10.8%. health insurance increased by 11%, primarily as a result of new 2018
1 GRI GS 102-14 << 9 >>
Gross written premium of the Triglav Group by market (in EUR million) 2017 2018 enter the markets outside the region, but in a non-traditional Adress by the President way, on digital platforms, through partnerships and otherwise. of the Management 1,000 +7% Generally, in our assessment the markets outside of Slovenia Board will continue to grow in the long run, and we expect that the 800 share of total premium generated by these markets will increase further. In line with its long- 600 term interest, the Group will continue to actively develop 400 the existing insurance mar- kets in the region. Our plan is +8% Business 200 +12% +5% +3% +10% to invest more in life, pension Report +7% and health insurance, where 0 The Triglav Group maximum growth rates are Slovenia Croaa Serbia Montenegro Bosnia and North expected. Herzegovina Macedonia premium growth
Risk insurance contracts and partly due to a higher supplemental In the markets where the Group holds both a high market share What about your plans in the asset management segment? Management health insurance premium. Life insurance premium rose by 2%. and the leading position, we pursue consolidation strategy, and Asset management, in the widest sense, includes the manage- on those markets where the Group is only gaining ground, the All 12 insurance companies of the Group recorded premium ment of insurance portfolios, own assets and direct client as- growth. In the Slovene market, the average growth rate was 7% focus is on position strengthening. Our growth is organic, but set management. The latter is performed by one of the Group’s and 8% in the markets outside of Slovenia. The share of premi- potential takeovers are not ruled out if an opportunity arises. members. We believe that the importance of asset manage- In parallel, we use opportunities offered by the modern and Accounting um written outside of Slovenia continued to grow. In 2018, it ment will further increase, particularly because of the need for Report increased by 0.2 percentage point to 17.9%. dynamic business environment, by developing new business additional savings and ensuring the sources of income in later models and new ways of doing business and forging appropri- stages of life. Regionally, Triglav wants to be a more visible asset Claims experience, particularly mass claims, was more favour- ate partnerships. Such a business concept enables the Group to manager and increase the volume of clients’ assets under man- able compared to the year before. Major CAT events occurred agement. To this end, sever- mainly in the second quarter of 2018, but their total number al development steps were and intensity were lower. Total claims paid amounted to EUR Table Gross claims paid and gross written premium of the Triglav Group (in EUR million) made in 2018. Thanks to an of Contents 18.3 million, which was considerably less than in 2017 and a agreement to acquire Raiffei- reason for a favourable combined ratio. 1,200 sen mirovinsko osiguravajuče 1,068.4 Premium growth is linked to increased operating expenses, pri- 999.9 društvo, the Group is enter- 936.0 marily due to higher acquisition costs. Operating expenses were 1.000 ing the Croatian pension in- up by 5% and below the premium growth rate. As a result, oper- surance market. In Slovenia, 800 679.6 ating expenses of the insurance business fell by 0.4 percentage 606.0 642.2 Triglav signed an acquisition point and accounted for 24.5% of gross written premium. 600 agreement for Alta Skladi and bought 100% of Skupna 400 pokojninska družba, which The Triglav What are your market plans and expectations? Group and 200 further increased the Group’s Zavarovalnica We are the market leader in the region we cover, and want to presence and visibility. Triglav d.d. remain that. Not only will we continue doing business in the 0 Annual Report existing markets, but we will also expand the scope of business. 2016 2017 2018 2018
Gross claims paid Gross written premium << 10 >> Social changes shape the development of the insurance product modern sales channels and our clients’ openness will continue mutual understanding, respecting diversity, relationship build- Adress by the President range. On what did you focus your development in 2018? in all markets. ing, higher responsiveness and greater reliability. We need to of the move forward on the cooperation outside formal organisational Management All our activities continue to be consistently client-centric, which The Group is setting up a state of the art, computerised and structures and break down silo mentality. Board is one of the Group’s main strategic guidelines. It is important to innovative business environment, and changing its business know the clients’ needs well. Therefore, in 2018 the Group con- processes towards that end. This involves a number of activi- To this end, a project is under way to develop organisational tinued to develop its client relationship management system and ties in all business processes, from taking out an insurance and culture in Slovenia, which in 2019 will also come to fruition in began to systematically measure client satisfaction and loyalty. insurance handling to claim settlement. Special attention is on Triglav’s companies in the region. We are pleased that employee the latter, with new technological and process improvements engagement and satisfaction are on the rise in both the parent The Group dynamically develops client-tailored products, up- that arise from ever-greater digitalisation and new mobile ser- company and group-wide, in combination with more employee grades them with assistance services and advice, as well as im- vices. At the same time, we are of course developing services for functional training that includes new technological skills. plements many new ways of access to Triglav services. In this those clients who prefer to report and settle a claim using the Business manner the existing products were redesigned and new prod- traditional channels. Report After revising the Triglav Group Strategy, the focus remained ucts were launched, more client-tailored and understandable. on safe, profitable and stable operations. What concrete Products were upgraded with a wide range of assistance ser- Reorganisation and redefinition of culture are prominent strategic objectives does the Group have? vices, as our goal is to provide to our clients not only insurance strategic guidelines. How will you achieve this? coverage but also comprehensive solutions that meet their In concrete terms, the Group’s credit ratings will remain with- needs. In order to make them readily easily accessible, the sales The environment has changed and we are faced with new tech- in the »A« range, its average target combined ratio will be at Risk Management channels are being upgraded with direct access to our on-line nologies and business models. Being aware of these trends we around 95% and its return on equity will exceed 10% through- services and with useful mobile applications. The expansion of take on the challenges of the modern environment. We are out the entire strategy period to 2022. The Group plans to ex- building a culture of change pand its business and increase the share of premium written acceptance and diversity in the markets outside of Slovenia. We will stay the regional promotion. The mobility of market leader. The Group’s business will be cost-effective and Accounting employees between projects underpinned by integrated risk management. Report and project teams as well as between organisation- How do you view the Group’s integration into the social al units and companies can environment? certainly lead to creating such a culture. The Group is We are a multinational group that systematically invests in the Table creating a stimulating work social environment and actively advocates responsible business of Contents environment, which fosters practices. The type of projects integrated into the local environ- systematic accumulation of ment and the broader community shows that we are an active modern technological knowl- community member. Our role in the society is clear. With our edge and skills to help us be business, insurance and asset management, we will continue well prepared for the digital to provide for the financial security of individuals, families and future. It does not help if organisations, and on the other hand reduce all risks, including everyone works best on their climate change and cyber risks. Our goal is to remain an at- own. It is more important tractive employer and a reliable business partner. The results The Triglav that we are successful to- achieved and the realisation of the set strategy, are the result Group and Zavarovalnica gether as a team. This is not of teamwork and expertise of our employees. On behalf of the Triglav d.d. about aspiring to ideals but Management Board, I would like to thank all employees of the Annual Report it is about getting closer to Triglav Group for their effort. 2018 << 11 >> 2 The Triglav 2. 2.1 Financial highlights of the Triglav Group Group and Zavarovalnica Triglav in EUR million The Triglav Group and in 2018 2018 2017 2016 Index Zavarovalnica Triglav in 2018 2018/2017 2017/2016 Gross written premium from insurance, co-insurance and reinsurance contracts 1,068.4 999.9 936.0 107 107 Net premium income 951.8 891.2 849.6 107 105 Gross claims paid 679.6 642.2 606.0 106 106 Net claims incurred 626.6 620.0 577.1 101 107 Gross operating expenses 288.8 274.0 277.1 105 99 Profit before tax 97.5 84.4 95.1 115 89 Net profit 80.8 69.7 82.3 116 85 Business The Triglav Group and Zavarovalnica Net profit attributable to the controlling company 80.7 69.3 81.9 116 85 Report Combined ratio 91.8% 93.1% 92.9% 99 100 Triglav continued to operate profitably Insurance technical provisions as at 31 December 2,713.1 2,732.2 2,660.8 99 103 and safely and again surpassed the Equity as at 31 December 746.9 756.6 744.3 99 102 Equity attributable to the controlling company as at 31 December 744.6 749.8 734.0 99 102 budgeted business results. Return on equity 10.8% 9.3% 11.4% 116 82 Risk Return on equity attributable to the controlling company 10.8% 9.3% 11.5% 116 81 Management The Triglav Group revised its strategy to Book value per share (in EUR)* 32.75 32.98 32.28 99 102 2022, the capital management policy and Net earnings per share (in EUR) 3.56 3.07 3.62 116 85 Number of employees as at 31 December 5,166 5,151 5,046 100 102 the dividend policy. * In calculating the book value per share, the equity attributable to the controlling company of the Triglav Group and the number of shares as at the reporting date were taken into account.
It maintained a favourable »A« credit Accounting Report rating with a stable medium-term outlook. 2.2 Financial highlights of Zavarovalnica Triglav3 The Group’s leading position in the Slovene market was retained, whereas in EUR million 2018 2017 2016 Index in the Adria region it was further 2018/2017 2017/2016 Table of Contents strengthened. Gross written premium from insurance, co-insurance and reinsurance contracts 660.2 622.0 593.1 106 105 Net premium income 551.9 522.1 509.8 106 102 Premium growth was recorded in all Gross claims paid 421.0 411.3 391.2 102 105 Net claims incurred 359.9 376.3 350.7 96 107 insurance markets and in all insurance Gross operating expenses 174.4 167.7 164.5 104 102 segments. Profit before tax 78.5 73.8 83.4 106 88 Net profit 65.5 62.5 75.3 105 83 To maintain stable profitability and to Combined ratio 86.1% 87.9% 87.9% 98 100 Insurance technical provisions as at 31 December 2,061.4 2,103.4 2,076.3 98 101 implement the set plans, the Group Equity as at 31 December 560.1 571.4 563.4 98 101 The Triglav Return on equity 11.6% 11.0% 13.8% 105 80 Group and is focusing on an even greater client- Zavarovalnica Book value per share (in EUR) 24.64 25.13 24.78 98 101 Triglav d.d. centric approach and on transforming the Net earnings per share (in EUR) 2.88 2.75 3.31 105 83 Annual Report organisational culture. Number of employees as at 31 December 2,290 2,285 2,335 100 98 2018
2 GRI GS 102-7 | 3 GRI GS 102-7 << 12 >> Economic value distributed of the Triglav Group 2.3 Other economic, social and environmental impact on the The Triglav (in EUR million) Group and Zavarovalnica Triglav Group’s operation Triglav in 2018 1,200 2018 2017 2016 Index 1,061.5 1,069.3 2018/2017 2017/2016 1,016.0 1,000 1. Other economic impacts (in EUR million) Economic value generated* 1,107.7 1,087.6 1,054.5 102 103 800 Economic value distributed 1,069.3 1,061.5 1,016.0 101 104 Net claims incurred and other insurance expenses 636.9 682.1 624.8 93 109 600 Expenses from financial assets 64.9 28.5 38.6 228 74 Other expenses 17.4 16.6 16.0 105 104 Business Operating costs** 118.4 109.2 114.6 108 95 400 Report Dividend payments 56.8 56.8 56.8 100 100 2016 2017 2018 Tax expense (income tax expense) 16.6 14.7 12.8 113 115 Community investments (prevention activities, donations, sponsorships) 6.3 5.8 6.3 110 91 Employee wages, allowances and benefits 152.1 147.7 145.9 103 101 Average training hours per employee in the Triglav Group Economic value retained 38.3 26.2 38.6 146 68 Risk Management 2. Social impact +24% 30 Average training hours per employee (Triglav Group)***** 21 17 124 25 Number of insurance policies (products, services) sold online 19 18 18 106 100 21 Number of insurance products encouraging preventive actions 63 62 62 102 100 20 17 Personal data protection (number of fines received - target is zero)*** 0 1 1 0 100 Accounting 15 Fair business practices (share of investigated fraud cases in %) 91 91 91 100 100 Report 10
5 3. Impact on the environment 0 Electricity consumption in MWh (Zavarovalnica Triglav)**** 8,602 8,593 5,475 100 157 2017 2018 Carbon footprint:
Zavarovalnica Triglav (tons of CO2 equivalent)**** 7,600 7,738 5,117 98 151 Table of Contents Triglav Osiguranje, Zagreb (tons of CO2 equivalent) 477 602 709 79 85
Triglav Osiguranje, Belgrade (tons of CO2 equivalent) 774 743 668 104 111 Lovćen Osiguranje, Podgorica (tons of CO equivalent) 209 206 252 101 82 For additional information please contact:4 2 Triglav Osiguranje, Sarajevo (tons of CO2 equivalent) 155 151 165 103 92 Triglav Osiguranje, Banja Luka (tons of CO equivalent) 100 72 71 139 101 Zavarovalnica Triglav d.d., Ljubljana 2 Triglav Osiguruvanje, Skopje (tons of CO equivalent) 171 201 179 85 112 Miklošičeva cesta 19, 1000 Ljubljana 2
Zavarovalnica Triglav (tons of CO2 equivalent per employee)**** 3.3 3.4 2.2 97 155 Tomaž Žust, Waste sorting (share of employees participating in Zavarovalnica Triglav in %)**** 94 94 91 100 103 Director of Strategic Planning and Controlling Department The Triglav Phone: ++386 (1) 47 47 449 * Economic value generated = net premium earned and other insurance income + income from financial assets + other income. Group and Zavarovalnica Fax: ++386 (1) 23 16 456 ** Operating expenses include payments to suppliers, acquisition expenses, etc. Triglav d.d. *** See [→ Section 12.5 Responsibility towards Clients, Fair Business Practice] for more details. E-mail: [email protected] Annual Report **** Data for the commercial building on Dunajska cesta are not included in the 2016 data. 2018 ***** No data for 2016.
4 GRI GS 102-53, GS 102-1, GS 102-3 << 13 >>
The Triglav 2.4 Major business events in 2018 Group and Zavarovalnica Triglav in 2018
A revised strategy: For the 2019–2022 period, the Triglav Group has maintained the essen- tial elements of its existing strategy and has renewed its values, which are compatible with a client-centric approach. See [→ Section 4. Strategy and Plans of the Triglav Group] for more details. Business Report Good business results: The Triglav Group again operated at a profit and surpassed the budgeted business results. Premium growth was recorded in all insurance markets and in all insurance segments.
Revised Triglav Group’s capital management policy and dividend policy: The Tri- Risk glav Group’s dividend policy is attractive and sustainable, and its implementation will continue Management to be subordinated to achieving the medium-term sustainable target capital adequacy of the Group. See [→ Sections 6.4 Dividends and Dividend Policy and 1.3 Risk Management] for more details.
A high credit rating: The credit rating agencies S&P Global Ratings and A.M. Best confirmed Accounting the Group’s »A« credit rating with a stable medium-term outlook. See [→ Section 6.6 Credit Report Rating of the Triglav Group and Zavarovalnica Triglav] for more details.
Dividend payment: Dividend payments accounted for 82% of net profit of the Triglav Group for 2017. See [→ Section 6.4 Dividends and Dividend Policy] for more details. Table The Croatian pension insurance market: The Triglav Group signed an agreement to ac- of Contents quire the Croatian pension insurer Raiffeisen Mirovinsko osiguravajuče društvo. This acquisi- tion is in line with the growth and development strategy of the Triglav Group. See [→ Section Changes in the Structure of the Triglav Group] for more details.
Strengthening of asset management: Triglav Skladi and ALTA Skupina signed an agree- ment to acquire ALTA Skladi. Thereby, the Group continues to strengthen its asset management activity. See [→ Section Changes in the Structure of the Triglav Group] for more details.
Reappointment of Management Board members of Zavarovalnica Triglav: The The Triglav Supervisory Board appointed Andrej Slapar President of the Management Board for a new five- Group and Zavarovalnica year term of office. The Supervisory Board approved the proposal tabled by the President of the Triglav d.d. Management Board and reappointed Uroš Ivanc and Tadej Čoroli as Management Board mem- Annual Report bers for a five-year term of office. See [→ Section 5.3.2 Management Board] for more details. 2018 << 14 >>
The Triglav 2.5 Financial calendar 2019 Group and Zavarovalnica Triglav in 2018
Planned date* Type of announcement Silent period**
Monday, Preliminary information of the From Monday, 4 March 2019 performance in 2018 11 February 2019 Business Report Friday, Audited annual report From Friday, 29 March 2019 for 2018 15 March 2019
Thursday, Convening of the General Meeting of 25 April 2019 Shareholders which will decide on the Risk distribution of accumulated profit Management
Thursday, Interim Report for the period from 31 From Thursday, 16 May 2019 January to 31 March 2019 2 May 2019
Tuesday, General Meeting of Shareholders and 28 May 2019 notice of its resolutions Accounting Report
Wednesday, Dividend shareholders’ 12 June 2019 record date
Thursday, Dividend payment date to 13 June 2019 Centralna klininška depotna družba Table of Contents Tuesday, Interim Report for the period from 31 From Tuesday, 20 August 2019 January to 30 June 6 August 2019
Thursday, Interim Report for the period from 31 From Thursday, 14 November 2019 January to 30 September 31 October 2019
* Announcement dates as planned. The actual dates may differ from the above-stated planned dates. ** The silent period denotes a period preceding the announcement of a performance report, during which Zavarovalnica Triglav does not disclose information on current operations to the public. The Triglav GroupGroup and Zavarovalnica The financial calendar as well as any amendments to the dates of publication will be published Triglav d.d. on the Ljubljana Stock Exchange website via the SEOnet system (http://seonet.ljse.si) and on the Annual Report Company’s website (www.triglav.eu). 2018 << 15 >>
The Triglav 2.6 Activities, markets and position Group and 5 Zavarovalnica of the Triglav Group Triglav in 2018
Slovenia st 1 rank Croatia 35.4% th market share 9 rank 4.4% market share Business Report
Serbia** Bosnia and th Herzegovina* 5 rank Risk th Management 6 rank 6.0% 8.0% market share market share
The Triglav Group is the leading insurance/financial group in Slo- Accounting venia and the Adria region as well as one of the leading groups Report in South-East Europe. The Group operates in seven markets in Montenegro*** six countries. 1st rank 37.9% Strategic activities market share Table of Contents Insurance Asset management North Macedonia**** Non-life Own insurance portfolio 1st rank (asset backing liabilities 14.5% Life and backing funds) market share
Pensions Mutual funds and individual The Triglav Health asset management Group and Zavarovalnica * Market share of Triglav Osiguranje, Sarajevo and Triglav Osiguranje, Banja Luka (H1 2018 data) Triglav d.d. ** Q 1-3 2018 data Annual Report Reinsurance *** Market share of Lovćen Osiguranje and Lovćen životna osiguranja 2018 **** Market share of Triglav Osiguruvanje, Skopje and Triglav Osiguruvanje Život, Skopje
5 GRI GS 102-2, GS 102-4, GS 102-6 << Our resources Employees 16 Financial capital of shareholders and investors >> 2.6.1 The business model of the Triglav Group Intellectual capital The Triglav Operating assets Group and Partnerships in the social environment Zavarovalnica Natural resources Triglav Modern data warehouse in 2018
For who value is created Products and services that Shareholders/investors create value Policyholders/clients Comprehensive range of insurance and Employees financial products and services Suppliers Insurance services Social and natural environment Assistance services Investment services Business Report Dynamic challenges in the The Triglav Group environment accomplishes its mission Competition New client needs and creates value for its Technological development stakeholders by applying a Risk Financial and macroeconomic Management factors client-centric approach, focusing Development of regulatory on profitable operations and frameworks Environmental change increasing the value of Demographic and social the Group. change Checking and improving the created How value is created Accounting Economic and political factors value Implementation of the Triglav Group’s strategy Report Strategic performance indicators Employee development Operational performance indicators Efficient risk management Efficient asset management Adaptation of products and services to client needs Multi-channel client approach Table Active role on the markets in the region of Contents Business digitalisation Results Implementation of modern business models and technologies Client satisfaction and loyalty Strategic partnerships and integration into Motivated and qualified employees dynamic business ecosystems Financial stability Cooperation with partners in the social Profitability and growth of shareholders’ environment assets Comprehensive and transparent communication Financially security of clients Innovative and comprehensive insurance and financial products and services The Triglav Increase in the Group’s value Group and Strong and reputable brand Zavarovalnica Triglav d.d. Improved traffic and fire safety and balanced Annual Report development of local communities 2018 << 17 >> The market share of the insurance undertakings in the Adria region in 2017 and 2016 (in %)* 2016 2017 2.6.2 Insurance The Triglav Group and Zavarovalnica Insurance is the most extensive strategic activity of the Triglav Triglav Triglav Group 19.9% 20.2% Group, which includes non-life, life, health and pension insur- in 2018 8.9% Croatia Group 8.8% ance as well as reinsurance. 8.8% Sava Re Group 8.6% The insurance-oriented part of the Group encompasses:
Generali 7.4% 7.4% in Slovenia: Zavarovalnica Triglav d.d., Triglav, Zdravstvena 6.4% Agram 6.5% zavarovalnica d.d., Pozavarovalnica Triglav Re d.d. and Skup- 6.7% na pokojninska družba d.d.; Adriatic Slovenica 6.5% 6.1% abroad: eight insurance undertakings in Croatia, Serbia, Business Vzajemna 6.0% Montenegro, Bosnia and Herzegovina and North Macedonia. Report 5.7% VIG 5.8% 4.4% Dunav 4.6% Position in the regional insurance market 3.5% Grawe 3.7% In 2018, the Triglav Group held a dominant position among the Risk 3.9% insurers in the Adria region (Slovenia, Croatia, Serbia, Montene- Uniqa 3.7% Management gro, Bosnia and Herzegovina and North Macedonia), as it had Allianz 3.5% 3.5% increased its market share to 20.2% in 2017.
* Data for 2018 were not yet available Among the 100 largest insurers in South-East Europe in terms Source: The calculation of Zavarovalnica Triglav based on the data of national insurance supervision agencies and insurance associations of written premium in 2017 were 7 insurance companies of the Accounting Triglav Group and 14 Slovene insurers. The SeeNews study for Report South-East Europe covers Albania, Bosnia and Herzegovina, Bul- The largest insurers in South-East Europe by written premium in 2017 (in EUR million) garia, Croatia, North Macedonia, Moldavia, Montenegro, Roma- nia, Serbia and Slovenia. According to its findings, Zavarovalnica Zavarovalnica Triglav 621.9 Triglav topped the ranking, being 1.7 times larger than the sec- Zavarovalnica Sava 363.8 ond ranked Slovene insurer Zavarovalnica Sava. Table Croatia Osiguranje 328.0 of Contents Adriatic Slovenica 303.8 Vzajemna Zdravstvena zavarovalnica 284.5 City Insurance 269.4 Allianz -Tiriac Asigurari 261.2 Euroins Romania Asigurare Reasigurare 233.3 Omniasig VIG 227.2 2.6.3 Asset management Dunav Osiguranje 211.0 Groupama Asigurari 198.1 The asset management activity in the Triglav Group is per- The Triglav Asirom VIG 194.9 formed by the life insurance subsidiaries of the Group, Triglav Group and Generali Osiguranje Srbija 167.4 Zavarovalnica Skladi d.o.o., Triglav, Upravljanje nepremičnin d.d. and Trigal Triglav d.d. Allianz Zagreb 153.0 d.o.o., which includes saving via the Group’s insurance services Annual Report NN Asigurari de Viata 148.4 and investing in the Group’s mutual funds. 2018
Source: SeeNews 2018 << 18 >> 2.6.4 Structure of the Triglav Group of companies Ljubljanica d.o.o., Loma center d.o.o. and KRDU The Triglav Building d.o.o. Group and Zavarovalnica Furthermore, Lovćen Osiguranje a.d.o., Podgorica increased Triglav Subsidiaries of the Triglav Group directly involved in or supporting the Group’s core business lines in 2018 its equity stake in its subsidiary Lovćen Auto a.d., thus re- Insurance Assets management Other maining a 100% owner of the said company. The capital in- crease amounted to EUR 1,150,000. Slovenia Zavarovalnica Triglav d.d. Triglav Skladi d.o.o. Triglav INT d.d. Pozavarovalnica Triglav Re d.d. Triglav, Upravljanje nepremičnin d.d. Triglav Svetovanje d.o.o. Triglav Osiguranje a.d., Belgrade and Triglav Svetovanje Triglav, Zdravstvena zavarovalnica d.d. Trigal d.o.o. Triglav Avtoservis d.o.o. d.o.o., Domžale increased the capital of their subsidiary Tri- Skupna pokojninska družba d.d. Triglavko d.o.o. glav Savetovanje d.o.o., Belgrade in accordance with their
proportional stakes, thus maintaining their stakes of 49% Croatia Triglav Osiguranje d.d., Zagreb TRI-LIFE d.o.o. and 51% respectively. The capital was increased by the in- Business Serbia Triglav Osiguranje a.d.o., Belgrade Triglav Savetovanje d.o.o. cash contributions of RSD 10 million or EUR 84,829. Report On 14 September 2018, Zavarovalnica Triglav signed an Montenegro Lovćen Osiguranje a.d., Podgorica Lovćen Auto d.o.o. agreement with Nova Ljubljanska banka d.d. to purchase its Lovćen životna osiguranja a.d., Podgorica 28.13% equity stake in Skupna pokojninska družba, thereby
Bosnia and Triglav Osiguranje d.d., Sarajevo PROF-IN d.o.o. Triglav Savjetovanje d.o.o. becoming its 100% owner. The purchase price equalled EUR Risk Herzegovina Triglav Osiguranje a.d., Banja Luka Triglav Auto d.o.o. 4,600,000. Through consolidation and integrated manage- Management Društvo za upravljanje Evropskim dobrovoljnim Autocentar BH d.o.o. ment of this segment, the Triglav Group continues to imple- penzijskim fondom a.d., Banja Luka Unis automobili i dijelovi d.o.o. ment its growth strategy in the pension insurance segment.
North Triglav Osiguruvanje a.d., Skopje On 21 September 2018, Triglav Skladi and ALTA Skupina Macedonia Triglav Osiguruvanje Život a.d., Skopje signed an agreement to acquire a 100% stake in ALTA Skla- di, družba za upravljanje. The agreement was entered into Accounting under suspensive conditions, among which is the condition Report Changes in the structure of the Triglav Group in 20186 Zavarovalnica Triglav provided additional capital to its sub- to obtain the approval of the regulators. The purchase price sidiary Triglav INT d.d. The share capital was paid in by the Triglav INT d.d., gradually acquired equity stakes from excluding adjustment for net debt is EUR 21.7 million, a part in-cash contribution of EUR 4,000,000 and financed through non-controlling interest holders, in total it acquired a 0.42% of which is contingent on future payments made into the a debt to equity swap transaction of EUR 5,170,729. equity stake of Triglav Osiguruvanje a.d., Skopje in the re- funds of the acquiree. porting year, thereby becoming its 80.35% owner. The pur- Lovćen Auto a.d. changed its legal form from a public limited Table On 25 September 2018, the project company ZTSR, razisk- chase price equalled MAK 3,695,289 or EUR 59,968. company (a.d.) to a limited liability company (d.o.o.). of Contents ovanje trga d.o.o. was established for research purposes. Due to the exclusion of a shareholder, the share capital of On 1 August 2018, AKM nepremičnine d.o.o. was stricken off Its share capital is EUR 250,000. With a payment of EUR Golf Arboretum d.o.o. decreased by EUR 4,966. As a result, from the Companies Register due to its merger to Triglav, Up- 125,000, Zavarovalnica Triglav became a 50% owner of ZTSR. ravljanje nepremičnin d.d. other shareholdings proportionately increased. Triglav, Up- Sarajevostan d.o.o. changed its legal form from a public lim- ravljanje nepremičnin d.d. thereby became an 80.73% owner Lovćen Osiguranje a.d., Podgorica, increased its equity stake ited company (d.d.) to a limited liability company (d.o.o.). In of the said company. in its subsidiary Lovćen životna osiguranja a.d. in the amount the context of changing its legal form, the company’s share capital was reduced by BAM 3,728,477 or EUR 1.9 million. On 24 April 2018, Triglav INT d.d. signed an agreement with of EUR 300,000, thus remaining a 100% owner of the said company. All shareholders were repaid proportionally to their share. Raiffeisen Bank Austria d.d., Zagreb to purchase a 74.99% The Triglav Following the share capital decrease, Triglav Osiguranje d.d., stake in the Croatian pension insurance company Raiffei- Through the in-cash contributions of EUR 6,832,309 Za- Group and Sarajevo remained the 93.02% owner of the said company. Zavarovalnica sen Mirovinsko osiguravajuče društvo. The agreement was varovalnica Triglav increased the share capital of its associ- Triglav d.d. signed under suspensive conditions due to the required ap- ate Trigal d.o.o. and thus maintained its 49.9% equity stake The changes in the Triglav Group are discussed in greater detail Annual Report proval of the regulators. in the said company. Trigal is a 100% owner of equity stakes in [→ Section 2.7 of the Accounting Report]. 2018
6 GRI GS 102-10 << 19 >>
Subsidiaries and associates of the Triglav Group as at 31 December 2018 and their equity stake The Triglav Group and Zavarovalnica 100.00% Triglav, Zdravstvena zavarovalnica d.d., Koper Triglav in 2018 100.00% Skupna pokojninska družba d.d., Ljubljana 34.00% Društvo za upravljanje EDPF a.d., Banja Luka 51.00% 100.00% Pozavarovalnica Triglav Re d.d., Ljubljana 49.00% TRI-LIFE d.o.o., Zagreb 51.00% 100.00% Triglav Svetovanje d.o.o., Ljubljana 49.00% Triglav Savetovanje d.o.o., Belgrade 51.00% 49.00% Triglav Savjetovanje d.o.o., Sarajevo
100.00% Autocentar BH d.o.o., Sarajevo 97.78% Triglav Osiguranje d.d., Sarajevo 93.02% Sarajevostan d.o.o., Sarajevo Business 100.00% Unis automobili i dijelovi d.o.o., Sarajevo Report 100.00% Triglav Osiguranje d.d., Zagreb
100.00% Triglav INT d.d., Ljubljana 99.88% Triglav Osiguranje a.d.o., Belgrade
100.00% Triglav Osiguranje a.d., Banja Luka 100.00% Triglav Auto d.o.o., Banja Luka Risk Management
96.59% Lovćen Osiguranje a.d., Podgorica 100.00% Lovćen životna osiguranja a.d., Podgorica Zavarovalnica Triglav d.d. 100.00% Lovćen Auto d.o.o., Nikšić
80.35% Triglav Osiguruvanje a.d., Skopje 20.00% 80.00% Triglav Osiguruvanje Život a.d., Skopje Accounting 100.00% Triglav Avtoservis d.o.o., Ljubljana Report 62.54% PROF-IN d.o.o., Sarajevo 67.50% Triglav Skladi d.o.o., Ljubljana 11.72% 10.37% IF Prof Plus d.d., Sarajevo
80.73% Golf Arboretum d.o.o., Domžale
Table 100.00% Triglav upravljanje nekretninama d.o.o., Zagreb of Contents 100.00% Triglav, Upravljanje nepremičnin d.d., Ljubljana 100.00% Triglav upravljanje nekretninama d.o.o., Podgorica
100.00% Hotel grad Podvin d.d., Radovljica
100.00% Ljubljanica, finančne storitve d.o.o., Ljubljana 49.90% TRIGAL, upravljanje naložb in svetovalne storitve d.o.o., Ljubljana 100.00% Loma Center, nepremičnine d.o.o., Ljubljana 100.00% Vse bo v redu, Zavod za družbeno odgovornost 100.00% KRDU Building, družba za investiranje d.o.o., Ljubljana The Triglav 38.47% Triglavko d.o.o., Ljubljana Group and Shareholder Zavarovalnica 39.07% Nama, trgovsko podjetje d.d., Ljubljana Zavarovalnica Triglav d.d. Triglav d.d. Subsidiary Annual Report Two or more subsidiaries 50.00% ZTSR, raziskovanje trga d.o.o., Ljubljana Equity stake 2018 << 20 >>
The Triglav Group and Zavarovalnica Triglav in 2018
Business Report
Risk Management
Accounting Report
Andrej Slapar Barbara Smolnikar Tadej Čoroli Marica Makoter Uroš Ivanc
Table 2.7 Management of Zavarovalnica Triglav of Contents
As at the 2018 year-end, the Management Board of the Compa- ny was composed of the following members::
Andrej Slapar, President Uroš Ivanc, Member, Tadej Čoroli, Member, The Triglav Group and Barbara Smolnikar, Member, Zavarovalnica Marica Makoter, Member and Employee Representative. Triglav d.d. Annual Report See more [→ in section 5.3.2.2.]. 2018 << 21 >>
Report of the Supervisory Board
Business Report
3. Risk Report of the Management Supervisory Board
From left to right: Žiga Škerjanec, Boštjan Molan, Peter Celar, Andrej Adoljšek, Mario Gobbo, Ivan Sotošek, Nataša Damjanovič, Milan Tomaževič, Igor Stebernak Accounting Report
Report of the Supervisory Board of Zavarovalnica Triglav d.d. In 2018, the Supervisory Board of Zavarovalnica Triglav respon- sibly supervised the operations of Zavarovalnica Triglav d.d. and on the Verification of the Annual Report the Triglav Group. It discussed the various aspects of their busi- Table ness and development, and on that basis adopted appropriate of Contents of the Triglav Group and Zavarovalnica Triglav d.d. resolutions and followed up their implementation. Individual issues were already previously discussed within the framework for 2018 of the Supervisory Board’s committees. The Supervisory Board participated in the process of developing the strategy for the and coming strategic period and approved the Triglav Group Strat- Opinion of the Supervisory Board of Zavarovalnica Triglav d.d. egy for the 2019–2022 period, which, in addition to an even greater emphasis on the client-centric approach, continues to on the Annual Internal Audit Report focus on achieving long-term stable profitability and increasing The Triglav the value of the Group as its key elements. Furthermore, Andrej Group and Zavarovalnica by the Internal Audit Department of Zavarovalnica Triglav d.d. Slapar was re-appointed President of the Management Board, Triglav d.d. while Uroš Ivanc and Tadej Čoroli were re-appointed members Annual Report for 2018 of the Management Board for a further five-year term of office. 2018 << 22 >> The Supervisory Board performed its work within the scope of monitored and discussed financial reporting procedures and drafting of assessment proposals or fit and proper assess- Report of the its powers and competences set out by law, the Articles of Asso- ments of the members or candidates for the members of the Supervisory the external audit of the annual financial statements of the Board ciation and its own Rules of Procedure. Triglav Group and Zavarovalnica Triglav; Management and Supervisory Boards and of both bodies as assessed the compilation of the Annual Report of the Triglav a whole; 3.1 Introduction Group and Zavarovalnica Triglav d.d. for 2017; discussion of the proposals to reappoint the President of the discussed the Solvency and Financial Condition Report of Management Board and two Management Board members; Pursuant to Article 282 of the Companies Act and Article 69 of Zavarovalnica Triglav d.d. as at 31 December 2017 and the discussion of the report on the development of key prom- the Insurance Act, the Supervisory Board hereby presents its Re- Solvency and Financial Condition Report of the Triglav Group ising staff in Zavarovalnica Triglav d.d. in 2017, the propos- port on the Verification of the Annual Report of the Triglav Group as at 31 December 2017 including the independent auditor’s al for giving the approval to the powers granted to the risk and Zavarovalnica Triglav d.d. for 2018 (hereinafter: the Report) report; management key function holder; and its Opinion on the Annual Internal Audit Report for 2018. monitored and discussed the risk management systems, discussion of the calculation of the factor on which the vari- Business The findings are based on the supervision of the operations of the functioning of internal controls, the Internal Audit De- able part of remuneration of the Management Board mem- Report Zavarovalnica Triglav d.d. (hereinafter: the Company, the con- partment’s reports, recommendations, annual work plan for bers depends. trolling company or the parent company) in 2018 and on the 2019 and guidelines for the 2020–2022 period, including the verification of the Audited Annual Report of the Triglav Group The Committee held five meetings in 2018. external quality assessment of the IAD; and Zavarovalnica Triglav d.d. for 2018 (hereinafter: Annual Re- port), which includes the reports by the chief actuarial officers supervised and discussed the conclusion of agreements with Strategy Committee Risk audit firms and the independence of the certified auditor. for non-life and life insurance categories for 2018. The Strategy Committee, which held three meetings in 2018, Management The Committee performed the auditor selection procedure The Opinion of the Supervisory Board on the work of the Inter- devoted special attention to the realisation of the Triglav Group for the audit of the Company’s annual report for 2019, 2020 nal Audit Department in 2018 and the Annual Internal Audit Strategy in 2017 and the starting points for the development of and 2021 and tabled a proposal to the Supervisory Board to Report by the Internal Audit Department of Zavarovalnica Tri- the business plan of the Triglav Group for 2019 and the Triglav appoint the audit firm and draft a resolution to the General glav d.d. for 2018 are also integral parts of the Report. Group Strategy for the 2019–2022 period. Meeting of Shareholders for the said period; Accounting adopted amendments to the Rules of Procedure of the Audit Report 3.2 General information Committee of the Supervisory Board of Zavarovalnica Triglav 3.3 Operations of the Supervisory d.d.; The Supervisory Board and its committees in 2018 Board and the scope of discussed the annual report of the Compliance Office for 2017 The composition of the Supervisory Board in 2018 is described supervision over the company’s and its work plan for 2018 and 2019, risk and investment re- in [→ Section 5. Corporate Governance Statement (Supervisory Table ports, and the IT strategy of the Triglav Group for 2018–2020. governance in 2018 Board)] in the business report of the Annual Report. In 2018, of Contents The description of the Supervisory Board’s operations and the the Supervisory Board held seven sessions and had three com- The external experts Jure Vehovec (until 20 March 2018) and scope of monitoring and supervision over the governance of the mittees: the Audit Committee, the Appointment and Remuner- Jernej Pirc (as of 16 May 2018) provided their expertise and sup- Company and the Triglav Group in 2018 are based on the super- ation Committee and the Strategy Committee. The composition port to the work of the Audit Committee in relation to infor- vision of the Company’s and the Group’s operations performed of the Supervisory Board committees in 2018 as well as the mation technology issues. The Audit Committee conducted a by the Supervisory Board in 2018, acting within its powers. significant duties and competences of individual committees performance self-assessment with the aim of ensuring contin- are described in [→ Section 5. Corporate Governance Statement ued improvement and quality of its work and adopted an action The Supervisory Board’s duty is to supervise how the Company (Composition of Supervisory Board committees and their activi- plan for the improvement of its performance. conducts its business and to perform other tasks in accordance ties in 2018)] in the business report of the Annual Report. with the Companies Act, the Insurance Act, the Articles of Asso- The Triglav Group and Appointment and Remuneration Committee ciation, the Rules of Procedure of the Supervisory Board and the The Audit Committee Zavarovalnica Slovene Corporate Governance Code. The methods and organi- Triglav d.d. In 2018, the Audit Committee held nine meetings, at which it, The key activities of the Appointment and Remuneration Com- sation of its work are set out by the Rules of Procedure of the Su- Annual Report among others: mittee in 2018 included: pervisory Board, which are published on the Company’s website. 2018 << 23 >> a) With regard to its core competences, in 2018 the Supervisory b) With regard to the supervision of the Company’s conduct of The Supervisory Board discussed the proposals of the Ap- Report of the business, in 2018 the Supervisory Board: Supervisory Board: pointment and Remuneration Committee in relation to Board adopted the Audited Annual Report of the Triglav Group and was briefed on the reports on the performance of Zavarov- agreements with the Management Board members and ap- Zavarovalnica Triglav d.d. for 2017, the Report by the Super- alnica Triglav d.d., the Triglav Group and the subsidiaries of proved the proposals. visory Board of Zavarovalnica Triglav d.d. on the Verification Zavarovalnica Triglav d.d.; The Supervisory Board discussed the report of the Works of the Annual Report of the Triglav Group and Zavarovalni- was briefed on the implementation of the Triglav Group Council of Zavarovalnica Triglav d.d. ca Triglav d.d. for 2017 and the Opinion of the Supervisory Strategy; The Supervisory Board approved the proposal of the Audit Board of Zavarovalnica Triglav d.d. on the Annual Internal monitored the assessed performance indicators of the Com- Committee to appoint the audit firm for 2019, 2020 and 2021 Audit Report for 2017 by the Internal Audit Department of pany in each period, the implementation of the business and drafted a resolution for the 44th General Meeting of plan and any possible measures; Shareholders of Zavarovalnica Triglav d.d. to appoint the audit Zavarovalnica Triglav d.d.; took note of the reports on risks and capital adequacy; firm of Zavarovalnica Triglav d.d. for 2019, 2020 and 2021. approved the Triglav Group Strategy for the 2019–2022 pe- oversaw the work of the Internal Audit Department and was The Supervisory Board approved the powers granted to the Business riod; briefed on the internal audit reports by the Internal Audit risk management key function holder and, based on the Report approved the business policy and the business plan of the Department and the Annual Report of the Compliance Of- proposal of the Audit Committee, appointed Jernej Pirc, out- Triglav Group for 2019; fice for 2017 and its work plan for 2018 and 2019; sourced expert who will provide assistance and support to approved the Solvency and Financial Condition Report of Za- was briefed on the Letter to the Management following the the Audit Committee with respect to IT issues. varovalnica Triglav and the Triglav Group as at 31 December audit of financial statements for 2017; The Supervisory Board adopted amendments to the Rules of 2017; took note of the Report of the Life Insurance Actuarial Func- Procedure of the Supervisory Board of Zavarovalnica Triglav Risk Management discussed the Annual Internal Audit Report of the Internal tion Holder in Zavarovalnica Triglav d.d. and the Report of d.d. Audit Department for 2017; the Non-Life Insurance Actuarial Function Holder in Zavarov- The Supervisory Board performed other activities related to approved the Internal Audit Department’s work plan for alnica Triglav d.d.; the supervision or work of the Supervisory Board or its com- 2019 and the guidelines of the Internal Audit Department was briefed on insurance products; mittees. for the 2020–2022 period; took note of the report on the work of the Marketing De- Operating costs of the Supervisory Board other than the remu- re-appointed Andrej Slapar the President of the Manage- partment and the report on key activities and projects of the Accounting neration paid to its members and committees (disclosed in the Report ment Board and Uroš Ivanc and Tadej Čoroli the Supervisory Corporate Communications Department and the report on [→ Section 5.5 Management and Supervisory Bodies and their re- Board members for a five-year term of office; development of key promising staff of Zavarovalnica Triglav muneration in the accounting report of the Annual Report] and d.d. in 2017; proposed to the 43rd General Meeting of Shareholders of Za- in [→ Section 5.3.3.2 The Supervisory Board in the business report discussed the reports of the Audit Committee, the Appoint- varovalnica Triglav d.d. to grant a discharge to the Manage- of the Annual Report]), mostly included the costs of translation ment and Remuneration Committee and the Strategy Com- ment Board for its work in 2017. It approved the resolution of material for Supervisory Board’s sessions and the meetings Table mittee; of the General Meeting of Shareholders on the distribution of its committees, the costs of interpreting at sessions and the of Contents was briefed on other information regarding Zavarovalnica of accumulated profits as at 31 December 2017; rental costs of interpretation equipment, training costs of the Triglav d.d., the Triglav Group and its subsidiaries. considered the findings of the Insurance Supervision Agency, members of the Supervisory Board and its committees, and the Tax Authority and other supervisory bodies involved in su- c) Other major actions of the Supervisory Board in 2018: outsourced IT services for the Audit Committee. In 2018, these pervision procedures as well as followed up procedures that The Supervisory Board approved the issue of a subordinated costs amounted to EUR 89 thousand. resulted from the findings and requirements of the above bond of Zavarovalnica Triglav d.d. and the acquisition of eq- stated; uity stakes of Zavarovalnica Triglav d.d., when the approval 3.4 Performance self-assesment adopted the amendments to the Management Board Rules; of the Supervisory Board for the decisions of the Manage- and ment Board is required in accordance with the Rules of Pro- Individual issues were first discussed by the Supervisory Board’s The Triglav approved the amendments to the Governance System and cedure of the Supervisory Board. committees, which drafted resolutions to be adopted by the Su- Group and Zavarovalnica Policy of Zavarovalnica Triglav d.d. as well as to the internal The Supervisory Board approved the fit and proper assess- pervisory Board and carried out other tasks within the scope of Triglav d.d. documents of the Company related to risk and capital man- ments of the candidates for the Management and Supervi- their powers. The committee chairs regularly reported on their Annual Report agement. sory Board members and of both bodies as a whole. work at the sessions of the Supervisory Board, which discussed 2018 << 24 >> the adopted decisions, submitted recommendations and opin- Supervisory Board as a collective body and to its members as The Internal Audit Department conducted the planned internal Report of the individuals. The fit and proper assessment is periodically made audits in the Company and other companies of the Triglav Group Supervisory ions and passed appropriate resolutions after due consideration. Board by the Supervisory Board or the Appointment and Remuner- and presented its internal audit findings to the relevant persons All members were involved in the Supervisory Board’s work ation Committee body was assessed as fit and proper, taking in charge and made recommendations for improving risk man- and that of its committees. With attendance of the Supervisory into account the adequate range of qualifications, skills and ex- agement and the internal control system in the audited areas. Board or an individual committee at sessions and active partic- perience in view of the circumstances and requirements under On the basis of the performed internal audits and the follow-up ipation in discussions and decision-making, they contributed to which the Company operates. of implementation of the recommendations, the Internal Audit the effective discharge of the Supervisory Board’s/committee’s Department assessed that risk management and the internal duties. The work of the Supervisory Board is well managed and The Supervisory Board regularly carries out the self-assess- control system of the audited areas within the Company and at supported, whilst the frequency of its sessions is adequate. The ment procedure. Based on the findings of the self-assessment, the Group level were overall appropriate and were constantly Rules of Procedure of the Supervisory Board include the rules it adopts an action plan containing a series of proposals and improving. The Internal Audit Department also engaged in ad- regulating potential conflicts of interest. The Supervisory Board measures aimed at improving its future performance. The im- visory activities, followed up on the implementation of recom- Business amended these rules by incorporating the relevant provisions of plementation of the action plan is monitored on an ongoing mendations made by external auditors, and carried out tasks re- Report the Rules of Zavarovalnica Triglav d.d. on managing conflict of basis. By implementing the self-assessment procedures, the lated to improving the quality of the Internal Audit Department interest pertaining to the Supervisory Board and its members. quality of work of the Supervisory Board is improved, which is and the internal audit departments of other Group members. The members of the Supervisory Board signed and submitted reflected in a higher quality of supervision of the operations and The Internal Audit Department reported on the implementation statements of independence in accordance with the Slovene the areas material for the Company and the Group. In 2018, the of its work plan, material audit findings and the implementation Corporate Governance Code, which the Company published on Supervisory Board’s working methods underwent digital trans- of recommendations on a quarterly basis to the Audit Commit- Risk formation (digitalisation of material and session convocations). Management its website. All members of the Supervisory Board and the exter- tee and on a semi-annual basis to the Supervisory Board. nal member of the Audit Committee (an independent account- The Supervisory Board is of the opinion that its composition ing and audit expert) are independent. To the best of the Super- in 2018 was proportionate to the size, business activities and By monitoring the work of the Internal Audit Department and visory Board’s knowledge, in discussion and decision-making of set objectives of the Company and the Triglav Group, which al- based on the submitted Annual Internal Audit Report of the In- the Supervisory Board and its committees, no case of conflict of lowed the Supervisory Board to make quality decisions. ternal Audit Department of Zavarovalnica Triglav d.d. for 2018, interest was recorded by individual Supervisory Board members the Supervisory Board is of the opinion that the Internal Audit Accounting In view of the above, the Supervisory Board is of the opinion that in the reporting period. Department operated in line with its work plan for 2018, which Report its work and the work of its committees in 2018 were successful. was adopted by the Management Board with the approval of The Supervisory Board is of the opinion that its cooperation the Supervisory Board, and the expectations of the Supervisory with the Management Board was adequate, in accordance with Board and that its work contributed to the better functioning of the applicable legislation and good practice. To its best knowl- 3.5 Opinion on the annual internal the internal control system and risk management at both the edge, the Supervisory Board was informed of all events of mate- audit report for 2018 Company and the Group level. The Supervisory Board has no ob- Table rial significance to the assessment of the situation and its con- jection to the Annual Internal Audit Report of the Internal Audit of Contents In accordance with the third paragraph of Article 165 of the In- sequences, and to the supervision of the Company’s operations. Department of Zavarovalnica Triglav d.d. for 2018. The documents provided as material for the Supervisory Board’s surance Act (ZZavar-1), the Annual Internal Audit Report of the sessions are of good quality and information is accurate, rele- Internal Audit Department of Zavarovalnica Triglav d.d. for 2018 vant, reliable, comparable and exhaustive. The Supervisory was submitted to the Supervisory Board, which took note of it 3.6 Findings of the Supervisory at its session on 28 March 2019. The report contains an over- Board regularly followed the implementation of its resolutions. view of the implementation of the Internal Audit Department’s Board regarding the operations The Governance System and Policy of Zavarovalnica Triglav d.d. planned activities in 2018 and a summary of material internal sets out the main corporate governance guidelines, taking into of Zavarovalnica Triglav d.d. audit findings, including the assessment of the adequacy and account the set long-term objectives and the defined role and effectiveness of risk management and the internal control in 2018 functioning of the Supervisory Board and its committees. The Triglav system in the audited areas, as well as the assessment of the On the basis of its monitoring and supervision of the Compa- Group and Zavarovalnica The fit and proper criteria as set out in the Policy on Profession- adequacy of the Internal Audit Department’s funding and the ny’s performance in 2018 and its examination and verification Triglav d.d. al Competence and Adequacy of Management and Supervisory statement of independence and impartiality of the Internal Au- of the Annual Report of the Triglav Group and Zavarovalnica Annual Report Board Members of Zavarovalnica Triglav d.d. apply to both the dit Department and its employees. Triglav d.d. for 2018, the Supervisory Board hereby establishes 2018 << 25 >> that the Company performed well and firmly adhered to its 3.7 Annual report consolidated and stand-alone financial statements presented a Report of the strategic objectives. true and fair view of the financial position of the Triglav Group Supervisory Board On 8 March 2019, the Management Board submitted the Audit- and Zavarovalnica Triglav d.d. as at 31 December 2018, their Insurance subsidiaries of the Triglav Group generated insurance ed Annual Report of the Triglav Group and Zavarovalnica Triglav profit or loss, comprehensive income and cash flows forthe and co-insurance premiums of EUR 1,068.4 million in 2018 (in- d.d. for 2018 to the Supervisory Board. year then ended, in accordance with the International Financial dex 107), of which EUR 660.2 million (index 106), was earned Reporting Standards as endorsed by the EU. by the parent company. Premium growth was recorded in all in- The Supervisory Board hereby ascertains that the Annual Re- surance segments and in all markets where the Group operates. port was compiled within the legally prescribed period and In view of the above, the Supervisory Board hereby approves submitted to the appointed auditor. The Annual Report of the the Audited Annual Report of the Triglav Group and Zavaroval- The Group generated consolidated profit before tax of EUR 97.5 Triglav Group and Zavarovalnica Triglav d.d. for 2018 was audit- nica Triglav d.d. for the Year Ended 31 December 2018. million (index 115) and consolidated net profit of EUR 80.8 mil- ed by the audit firm Ernst & Young Revizija, poslovno svetovanje lion (index 116), thereby surpassing the planned business re- d.o.o., Ljubljana, which on 8 March 2019 issued a positive opin- sults. Net profit of the parent company amounted to EUR 65.5 ion on the stand-alone and consolidated financial statements 3.8 Proposal for the distribution of Business million (index 105). in the Annual Report of the Triglav Group and Zavarovalnica accumulated profit Report Gross claims paid of the Triglav Group totalled EUR 679.6 mil- Triglav d.d. for 2018. In their report as an independent audi- The Supervisory Board examined the Management Board’s pro- lion, which was 6% more over 2017, whilst those of the parent tor, they took a stance on key audit issues regarding the as- posal for the distribution of accumulated profits as at 31 De- company amounted to EUR 421.0 million (index 102). sessments which are the basis for the calculation of insurance technical provisions and the liability adequacy test (LAT) and cember 2018, subject to a final decision by the General Meeting Total consolidated gross operating expenses of the Triglav expressed their opinion on other information contained in the of Shareholders of Zavarovalnica Triglav d.d., and approved the Risk Group increased by 5% to EUR 288.8 million nominally, while Annual Report as to their consistency with the stand-alone and following draft resolution on the distribution of accumulated Management those of the parent company grew by 4% to EUR 174.4 million. consolidated financial statements and their compliance with profits proposed by the Management Board to the General Higher operating expenses are mainly a result of higher insur- the applicable legislation and other regulations. Meeting of Shareholders: ance acquisition costs. The certified auditor who signed the annual reports attended ”The accumulated profits, which amounted to EUR 66,783,627.69 The Group’s total equity capital amounted to EUR 746.9 million the session of the Supervisory Board and the Audit Committee as at 31 December 2018, shall be distributed as follows: as at the 2018 year-end, down by 1% compared to the year be- during the items when the Annual Report was discussed and a part of the accumulated profits in the amount EUR Accounting Report fore. Lower equity capital resulted from lower fair value reserve provided the required additional explanations to the Audit 56,837,870.00 shall be distributed for dividend payments. due to lower available-for-sale financial assets. Return on equi- Committee and the Supervisory Board. The Audit Committee The gross dividend per share of EUR 2.50 shall be paid to the ty was 10.8%. discussed the Report after the pre-audit and the final audit and shareholders entered in the Shareholders’ Register as at 12 the Letter to the Management after the audit, which was also June 2019. On 13 June 2019, the Company shall ensure funds The Triglav Group’s financial stability, high capital adequacy discussed by the Supervisory Board. for the payment of all dividends on the account of KDD – and high profitability in 2018 were again confirmed by the two Centralno klirinška depotna družba d.d., intended to execute Table renowned rating agencies S&P Global Ratings and A.M. Best On the basis of a detailed verification, the Supervisory Board of Contents the corporate action of paying out dividends to the by assigning an »A« rating to the Group with a stable medi- established that the Annual Report of the Triglav Group and shareholders in accordance with the common European um-term outlook. Zavarovalnica Triglav d.d. for 2018, which was prepared by the Management Board and verified by a certified auditor, was standards for corporate actions; The findings of the Supervisory Board are also based on the fol- compiled in a clear and transparent manner and that it was a the distribution of the remaining accumulated profits of EUR lowing: true and fair view of the assets, liabilities, financial position and 9,945,757.69 shall be decided on in subsequent years.” Report of the Non-Life Insurance Actuarial Function Holder profit or loss of the Triglav Group and Zavarovalnica Triglav d.d. The Supervisory Board hereby proposes to the General Meeting for 2018, The Supervisory Board is of the opinion that the Corporate Gov- of Shareholders to grant a discharge to the Management Board Report of the Life Insurance Actuarial Function Holder for ernance Statement, which is included in the Annual Report, is for its work in 2018. 2018, appropriate and has no objections to it. The Triglav Annual Internal Audit Report of the Internal Audit Depart- In accordance with the aforementioned findings, the Supervi- Igor Stebernak, Group and ment for 2018. Zavarovalnica sory Board expresses no objection to the positive opinion of the Chairman of Triglav d.d. The Supervisory Board has no objection to the aforementioned certified audit firm Ernst & Young Revizija, poslovno svetovanje the Supervisory Board Annual Report reports. d.o.o., Ljubljana, which found that in all material respects, the Ljubljana, 28 March 2019 2018 << 26 >>
Strategy 4. In December 2018, the Triglav Group adopted the revised strategy for the period to 2022 and preserved its existing main ele- and Plans of the Triglav ments. The vision remained client-centric and the values of the Group were updated. According to this clear vision a path was Group Strategy and Plans set out for Triglav to become a modern, innovative and dynamic insurance/financial group, which will firmly remain the leader of the Triglav Group both in Slovenia and the wider region. 4.1 Mission, values and vision of the Triglav Group
Mission Values Vision of the Triglav Group
We build a safer Responsiveness: Based on its client-centric approach the Group dynamically devel- Business future. We respond ops new ways of doing business as the foundation of its respon- Report sible long-term development, while at the same time operating immediately profitably and safely. and effectively. In South-East Europe, the Triglav Group is recognised as the Simplicity: leading provider of innovative and comprehensive insurance- Risk service products and asset management services. Management We are simple The Group is the largest in terms of income and the best in The client-centric approach is at the and terms of client satisfaction. transparent. Clients perceive the Group’s multi-channel products and forefront of the revised Strategy of the services as simple and desirable. Triglav Group for the period to 2022, Reliability: Client experience is the Group’s main competitive advantage. Accounting The Group dynamically develops new ways of doing business, Report adopted in December 2018. We deliver setting top trends in digitalisation. The Triglav Group is developing into as promised. The Group is well-positioned in dynamic networks of business ecosystems. a modern, innovative and dynamic The Group effectively manages the risks and ensures financial insurance/financial group, firmly rooted stability. Table of Contents as the leader both in Slovenia and the Return on equity (ROE) is planned above 10% throughout the whole strategy period. wider region. The standalone »A« credit rating assigned by a renowned rating agency is being maintained. Profit earned in 2018 was above the The governance and management systems of the Group are budgeted level. structured and effective. The Group’s processes are lean, simple, technologically In 2019, profit before tax of the Triglav advanced and cost-effective. Engaged and highly skilled employees are the cornerstone of Group is planned between EUR 90 million The Triglav the Group’s culture of openness and cooperation, as well as its Group and and EUR 100 million, whilst gross written sustainable development and a responsible attitude towards Zavarovalnica Triglav d.d. premium is set to reach approximately all stakeholders. Annual Report EUR 1.1 billion. 2018 << 27 >> 4.2 The Triglav Group Strategy for the 2019–2022 period7 Long-term stable and profitable operations and Strategy greater value of the Triglav Group: The strategic and Plans of the Triglav guideline of the Group remains achieving long-term Group stable profitability and increasing its value. Its strategic objec- tives are as follows: profitable operations; growing volumes of operations (in terms of written premi- um the Triglav Group remains the largest insurer in South- East Europe region); maintaining the »A« credit ratings; capital adequacy and optimal capital allocation by segment/ subsidiary of the Group and comprehensive risk manage- Business Strategic activities ment. Report
The dividend policy criteria and the capital management guide- Insurance Asset management lines of the Group defined in 2018 remain unchanged. The re- turn on equity (ROE) of the Group will exceed 10% throughout Non-life the whole strategy period (2019–2022). The Group will ensure Risk Own insurance portfolio both long-term responsible asset management and cost-effec- Management (asset backing liabilities and tiveness. backing funds) Life In its operations, the Group will not only exploit but also en- hance its competitive advantages. The Triglav Groupboasts a Pensions strong, trustworthy brand, size, economy of scale and econo- Accounting Mutual funds and my of scope (capital strength), a comprehensive client portfolio, Report individual asset management quality and comprehensive services, a wide range of products Health and services and developed sales channels (omni-channel avail- ability and a strong own sales network), in addition to being known for quick settlement of claims. Furthermore, its attitude Reinsurance towards the market set the Group apart from its competitors Table by. Its long-term focus on the existing markets of South-East of Contents Europe requires the Group to both actively and responsibly in- vest in the market and stakeholder relations.
Key strategic guidelines The Group will remain present in six countries of South-East Europe, where it will grow organically. However, potential take- overs are not ruled out should an appropriate opportunity arise. Long-term stable operations and increased valued of the Triglav Group New business models will be developed, which will, among other things, enable the Group to enter the markets outside the region. The Group will build strategic partnerships with the Client focus and development of related services The Triglav companies whose activities complement its business model. In Group and Zavarovalnica the region where the Group operates, a long-term growth of in- Triglav d.d. Developing cooperative and agile organisation and culture surance markets is expected, resulting in a higher share of total Annual Report written premium in the markets outside Slovenia. In the long 2018
7 GRI GS 103-1, 103-2, 103-3 << 28 >> run the core insurance business will be profitable and the aver- Strategy Strategic objectives and Plans of age target combined ratio in non-life insurance is envisaged at the Triglav around 95%. In asset management the strategic objective of the Group Strategic objectives were classified into four balanced scorecard strategy levels: Group is to increase the volume of assets under management, i.e. assets managed on behalf a particular client.
The Group’s strategic objectives in process organisation and Financial operations Clients implementation are as follows: a high degree of automation, optimisation and cost-effectiveness of business processes, dig- italisation of operations, innovation, exploitation of synergies Profitable operations Comprehensive and responsible within the Group, efficient use of data (internal and external) client relationship management Growth in the volume of operations and omni-channel communication that supports right business decisions, developed multi-matrix Business (in terms of written premium, with clients organisation and business productivity growth. All activities Report the Triglav Group remains the and effects will be systematically assessed in terms of respon- largest insurance company in Satisfied and loyal clients sibility and sustainable development (the three-level balance: South-East Europe) Growth in the number of active 3P – people, planet, profit). Maintaining the “A” credit clients, their understanding of the ratings Group’s services and higher insurance Client focus and development of related services: Cli- Risk coverage of individual clients Management Capital adequacy and optimal ents are at the very core of all the activities of the Tri- capital allocation by Insurance products with a high glav Group. Client-insurer relations are built on trust segment/subsidiary of the Group degree of related services and efforts are made to achieve client satisfaction and loyalty. The Group is developing a range of comprehensive solutions for Comprehensive risk management New business models its clients through related solutions and communication. More- over, it is not only developing simple products and solutions but Accounting Report also introducing operational digitalisation and new business models. Insurance products are being transformed into insur- Processes and organisation Employees, competences and learning ance and other related services, which strengthen the Group’s core activities, i.e. insurance and asset management. The stra- A high degree of automation, Redesigned organisational culture tegic objectives are holistic and responsible client relationship optimisation and cost-effectiveness Table management and omni-channel client communication. The of business processes An appropriate number, structure of Contents and commitment of employees Triglav Group aims to improve clients’ understanding of its ser- Digital business to renewed and optimised vices, raise the insurance coverage of individual clients and in- processes crease the number of active clients. Developed multi-matrix organisation and business Adequate competences and Developing cooperative and agile organisation and productivity growth digital skills of employees culture: The Triglav Group is implementing a rede- Efficient use of data Stability and appropriate structure signed organisational culture and an increasingly (internal and external) so as to of key promising employees agile and cooperative organisational structure, which allow it make the right business decisions Employee mobility to provide responsive, simple and efficient services to both ex- The Triglav Innovation ternal and internal clients. Engaged employees with adequate Group and Zavarovalnica Exploitation of synergies within competences and digital skills are of key importance for the Triglav d.d. the Group upgraded and optimised processes of the Group. In all areas of Annual Report operation the Group will apply state-of-the-art practices. 2018 << 29 >> 4.3 Implementation of the The set strategy and strategic guidelines were effectively implemented, while continuing to pursue the planned activities. The ac- Strategy tivities, tasks, projects and processes were undertaken within the framework of the following five strategic guidelines: (1)profitable and Plans of 8 the Triglav Triglav Group Strategy 2018 operations and greater value of the Triglav Group, (2) efficient asset management, (3) comprehensive client relationships, (4) busi- Group ness transformation and (5) development of a modern culture and engaged employees. The implementation of the strategy was periodically checked. Activities were dynamically adapted to the changes in both the internal and external environment, as provided for by the latest strategic management guidelines.
1. The Triglav Group generated a profit before tax of EUR 97.5 million in 2018. Profitable An increase in the volume of operations in all insurance business segments of the Group. operations and The strengthening of the core activities (insurance and asset management), the market position, the shares in the existing markets, as well as seeking and exploiting opportunities in greater value new target markets. The “A” rating was retained; the market value of the parent company was increased, while financial stability and capital adequacy were maintained. of the Business Building new partnerships and establishing active cooperation with start-ups and accelerators. Triglav Group Report The implementation of numerous activities with the aim of achieving synergies at the Group level and improving the competitive position of each individual subsidiary of the Group. Achieving cost optimisation and ensuring an effective risk management system.
2. The strengthening of asset management as a core business activity of the Group, while implementing its development vision. Efficient The upgrade of the implementation process and IT support so as to ensure more effective management of capital and assets and liabilities at the Group level. asset Continued gradual centralisation of asset management at the Group level and its cost effectiveness. Risk Management management The development of the regional platform for alternative investments (Trigal), while upgrading the processes for investing in alternative investments.
3. The adaptation of management and development of all business segments of the Group (non-life, life, health and pension insurance, reinsurance and asset management) to market Comprehensive needs and technological capabilities. client Further development of the online and mobile sales as well as other alternative sales channels, with the aim of taking advantage of the technological potential and strengthening relationships (long-term) client relationships. Accounting Making improvements to client satisfaction and loyalty measurement, while conducting in-depth analyses of clients and their expectations. Report The upgrade of the existing range and the development of new, more flexible and understandable products. Further upgrade of products with assistance services which improve user experience. The introduction of paperless, mobile and simple business operations with clients and partners as well as business process digitalisation so as to facilitate day-to-day operations and work. The transfer of business solutions and best practices adapted to the specificities of each market and client focused to the Group members. The development of business models for the digital entry of the Group to the selected new target markets. Table of Contents 4. The implementation of numerous business transformation activities by changing the existing methods and implementing the latest best practices. Business Continued development of the central business data warehouse at the Group level, with a view to ensuring maximum transparency of operations and utilising information for making transformation more effective operational and strategic decisions. The development and upgrade of business processes aimed at achieving paperless operations, faster data processing, and a higher level of standardisation and automation of procedures and processes. The centralisation and unification of IT support so as to achieve the desired level of its maturity (technical, management, security). The development of efficient and coherent functions at the Group level by setting minimum and expected business standards as well as by transferring proven business practices.
5. he implementation of a number of activities to promote the Group’s values and achieve the target organisational culture within the Group. Development of The development of own model of employee skills (competences) aimed at improving the established management-by-objectives system as the key management tool. The Triglav a modern culture The implementation of the coaching system for seeking and strengthening employees’ natural talents. Group and Dissemination of employee knowledge and experiences and their adaptation to both the existing and future needs of the environment as well as to trends. Zavarovalnica and engaged Triglav d.d. The development of the existing key posts and those that will be established in the near future (new business models, the increasingly digitised environment). employees Annual Report The promotion of intergenerational cooperation and diversity, consideration of employees’ needs and wishes, and increasing the awareness of a healthy lifestyle and work practices. 2018
8 GRI GS 103-1, 103-2, 103-3 << 30 >>
Strategy 4.4 Objectives achieved by 4.5 Triglav Group’s plans for 2019 and Plans of the Triglav Group in 20189 the Triglav The strategic starting points, market potential and competitive conditions and the forecasts of macroeconomic trends and Group Despite the challenging situation on markets and persisting development of financial markets for 2019 are the basis of the Triglav Group Business Plan for 2019. unfavourable financial market conditions, the Triglav Group performed well and implemented its set strategic objectives. Expected business conditions: The macroeconomic environment of the region will be slightly less favourable for the Group’s insur- The Group’s profit before tax totalled EUR 97.5 million and was ance business, which could result in even fiercer competitive conditions in insurance markets. As expected, the financial environ- higher than planned (see [→ Section 8. Financial result] for more ment will in 2019 remain unfavourable to return on investment. details). Triglav Group Business Plan for 2019 The Triglav Group surpassed the budgeted total written premi- ums: growth was recorded in all insurance segments and in all Profit before tax: Profit before tax for 2019 is planned between EUR 90 to 100 million, which is higher than budgeted figure for 2018. Business Report insurance markets of the Group. The Slovene insurance market The higher profit before tax target is based on the projections of the insurance operations and asset management of the Group and saw a 7% increase in total. A 6% more in written premium was takes into account the anticipated conditions on the financial markets, which are likely to affect the return on investment of the charged by the parent company, whereas Triglav, Zdravstvena Group. zavarovalnica and Skupna pokojninska družba recorded 11% and 9% higher written premium respectively. Triglav recorded Insurance premium: In the insurance business, the Group plans to earn higher written premium of approximately EUR 1.1 billion. Risk an 8%premium increase on markets outside Slovenia. Insurance The Group will not only use and strengthen its strong competitive advantages but also adapt its marketing strategy to the antici- Management premium is discussed in greater detail in [→ Section 7.5 Gross pated harsh competitive situation. The development activities will be aimed at ensuring a range of simple, reliable, integrated and written insurance, co-insurance and reinsurance premiums]. transparent insurance products, which will be complemented by related services. In 2019, the Triglav Group will continue to focus on the client, implement the relevant development activities and increase the efficiency of the sales networks through strategic As expected, the combined ratio of the Triglav Group was 91.8% omni-channel client communication. and is in the expected positive territory (the combined ratio of Accounting profitability in the core non-life and health insurance opera- Mass claims: Approximately the same development and occurrence of major CAT events (flood, hail, storm) as in past years is fore- Report tions excluding investment return) (see [→ Section 8. Financial seen. The Group continues to duly provide for adequate reinsurance protection. result and Section 7.2 Environmental impact on the performance Combined ratio: The combined ratio of the Group is projected to be at around 95%, which is its average target strategic value. of the Triglav Group] for more details). Gross operating expenses: Gross operating expenses will be affected by higher insurance acquisition costs (marketing campaigns, The credit rating agencies S&P Global Ratings and A.M. Best Table advertising, fees and commissions, labour costs of the agent network) and higher depreciation of property, plant and equipment re- confirmed the Group’s »A« credit ratings with a stable medi- of Contents um-term outlook. The Triglav Group maintained its financial sulting from high past and planned investments in information technology. Furthermore, gross operating expenses will be affected strength and stability, capital adequacy and profitability of its by the streamlining measures, which will be predominantly focused on the types of costs not directly related to insurance acquisi- operations. Achievement of the »A« credit rating is in line with tion. The planning of staffing levels and labour costs, which account for the bulk of total operating expenses of the Group’s insurance the Strategy of the Group. Such a credit rating ensures the Tri- subsidiaries, will follow the strategic guidelines, changes in business processes and identified requirements of individual work areas. glav Group an appropriate competitive position in insurance, Asset management: In asset management, the strategic objectives will be to increase the volume of assets under management reinsurance and financial markets, as it confirms its financial (AUM) from non-compulsory saving and effective management of assets at the level of the whole Group. The Group will continue to strength and solid performance. See [→ Section 6.6 Credit Rating actively pursue any opportunities arising from the consolidation of the asset management industry in the region and continue with of the Triglav Group and Zavarovalnica Triglav] for more details. asset management centralisation at the Group level. The Triglav Group and Investment policy of the Group and the expected return on investment: The basic investment guidelines governing the insurance Zavarovalnica Triglav d.d. portfolios of the Group will remain unchanged, with the focus put on maintaining appropriate investment security and liquidity, Annual Report followed by achieving adequate profitability. The Group maintains a relatively conservative investment structure with emphasis on 2018
9 GRI GS 102-7 << 31 >> fixed-rate investments. In view of the anticipated conditions, the Group foresees that return on investment, excluding unit-linked Disclaimer Strategy and Plans of insurance contract investments, will remain at approximately the same level as in 2018. the Triglav The planned figures for 2019 Group Risk management: The upgrade of the comprehensive risk management system will continue in the parent company and the group are based on the outlook, level. This will primarily include consistent inclusion of risk assessment in day-to-day business decisions and their follow-ups based anticipated events and cir- on regulatory and especially additional internal approaches. The purpose is to spread the risk management culture to all business cumstances, and forecasts segments and all Group members. available to the Company when drafting the plan. The Maintaining high credit ratings: By retaining strong financial stability, high capital adequacy and high profitability, the Group is actual results, performance expected to maintain high credit ratings from the renowned credit rating agencies S&P Global Ratings and A.M. Best. and events may significant- The ambitious business plan for 2019 involves continued and consistent implementation of the planned strategic guidelines by ly deviate from those taken 2022 and a step towards realising the vision of the Triglav Group. presumed in the plan. When Business publishing the interim results Report
Financial highlights of the Triglav Group business plan for 2019 (in EUR million) of the Triglav Group in 2019, 2016 2017 2018 2019 plan the Company will each time Profit/loss before tax 95.1 84.4 97.5 90–100 comment on the Group’s Gross written premiums from insurance, co-insurance and reinsurance contracts 936.0 999.9 1,068.4 around 1,100 planned annual profit before Risk Combined ratio 92.9% 93.1% 91.8% around 95% tax. Management
Budgeted net profit/loss before tax of the Triglav Group Budgeted gross written premium for insurance and Budgeted combined ratio of the Triglav Group for 2019 in EUR million co-insurance contracts of the Triglav Group for 2019 for 2019 Accounting in EUR million Report
90–100 around 1,100 around 95% 97.5 95.1 1,068.4 84.4 92.9% 93.1% 999.9 91.8% Table of Contents 936.0
The Triglav Group and Zavarovalnica Triglav d.d. Annual Report 2016 2017 2018 2019 plan 2016 2017 2018 2019 plan 2016 2017 2018 2019 plan 2018 << 32 >> direct and indirect subsidiaries and associates of Zavarovalni- Corporate 5. 5.1 Governance policy Governance ca Triglav; however, they do promptly inform the Supervisory Statement Corporate Governance The Governance System and Policy of Zavarovalnica Triglav, Board in writing about their appointment in accordance with adopted by the Management and Supervisory Boards, define the Article 62(2)(1) of the Insurance Act (ZZavar-1). Statement main guidelines for the governance of the Company, taking in- to account the set long-term objectives and values. They are the In its operations, the Company abides to the principles of the foundation for setting up and implementing a reliable govern- Insurance Code, available on the website of the Slovenian In- ance system, which is based on an effective risk management surance Association (www.zav-zdruzenje.si). system and enables the implementation of the business strategy Moreover, Zavarovalnica Triglav has its own code, available at of the Company. The document was published on SEOnet, the the Company's official website (http://www.triglav.eu). This Ljubljana Stock Exchange information system, and on the official code presents Zavarovalnica Triglav’s fundamental values and The Supervisory Board gave a positive fit website of Zavarovalnica Triglav (www.triglav.eu). Business and proper assessment of the individual principles of operation in order to achieve its business objectives, Report strategic guidelines and competitive advantages in a fair and Management Board members and the 5.2 Statement of Compliance transparent manner and in compliance with the law and ethics. Management Board as a collective body. with the Slovene Corporate 10 Zavarovalnica Triglav took a position on the provisions of the Cor- Furthermore, Andrej Slapar was re- Governance Code porate Governance Code for Companies with Capital Assets of the Risk appointed President of the Management In its operations, Zavarovalnica Triglav abides by the Slovene State and the Recommendations and Expectations of the Sloveni- Management Board and Uroš Ivanc and Tadej Čoroli Corporate Governance Code (hereinafter: the Code), which was an Sovereign Holding (both documents are available on the web- site of Slovenski državni holding d.d. at http://www.sdh.si), which were re-appointed members of the adopted on 27 October 2016 and published in Slovene and Eng- lish on the Ljubljana Stock Exchange website at (www.ljse.si). is published on the Company’s official website (www.triglav.eu). Management Board for a further five-year The Statement of Compliance with the Slovene Corporate Gov- term of office. The Statement of Compliance with the Corporate Governance Accounting Code for the period from 1 January 2018 to the day of publi- ernance Code is available in electronic form on SEOnet, the Lju- Report bljana Stock Exchange information system, and on the official The market processing and product cation in 2019 is available on SEOnet, the Ljubljana Stock Exchange information system, and on the official website of website of Zavarovalnica Triglav (www.triglav.eu). development strategies were developed Zavarovalnica Triglav (www.triglav.eu). in order to strengthen the business 5.3 Management bodies of Zavarovalnica Triglav applies the provisions of the Code. For Zavarovalnica Triglav11 Table development and competitive position of well-grounded reasons, the Company did not adhere to the fol- of Contents insurance subsidiaries abroad. The market lowing provision of the Code: The Company uses a two-tier management system. The development and product diversification Point 15.3: The Chairman of the Supervisory Board is the management and supervisory bodies are as follows: General Chairman of the Appointment and Remuneration Commit- strategies were followed in new markets. Meeting of Shareholders, Management Board and Superviso- tee. In order to facilitate coordination and implementation ry Board. The management bodies operate in compliance with Cooperation among subsidiaries in the of procedures, the Company believes it is reasonable that the the primary and secondary legislation, the Articles of Associa- Chairman of the Supervisory Board is also the Chairman of achievement of strategic objectives and tion and their own rules of procedure. The Articles of Associa- the said committee. tion are available at www.triglav.eu. projects was strengthened. Point 19.6: In line with the resolution of the Supervisory The Triglav Board, the Management Board members are not required to Group and Zavarovalnica Closer cooperation between the activities obtain the prior approval of the Supervisory Board before be- Triglav d.d. of the Group is planned. ing appointed to the management or supervisory bodies of Annual Report 2018
10 GRI GS 102-12 | 11 GRI GS 102-18 << 33 >> 5.3.1 General Meeting of Shareholders SDH is the direct holder of 6,386,644 shares or 28.09% of the Corporate Two-tier governance of Zavarovalnica Triglav Governance share capital of Zavarovalnica Triglav. Its share in 2018 re- Statement The shareholders of Zavarovalnica Triglav exercise their rights mained unchanged. in respect of the matters concerning the Company through the Addiko Bank d.d., Pension fund 1 – fiduciary account, Zagreb General Meeting of Shareholders, which is convened at least held 1,488,809 shares or 6.55% of the share capital of once a year, by the end of August at the latest. The General Meet- Zavarovalnica Triglav, representing an increase of 34,915 ing of Shareholders may also be convened in other circumstanc- shares over the 2017 year-end. es set out by law and the Articles of Association, and when it is in the interest of the Company. As at the reporting date, Zavarovalnica Triglav had no other General Meeting shareholders whose holdings exceeded 5.00% of the share cap- of Shareholders The powers and operation of the General Meeting of Sharehold- ital, nor any issued securities that would grant their holders ers are set out in the Companies Act and the Articles of Associa- special control rights. Business tion. The Articles of Association do not set out any specific provi- Report sions regarding their amendment. General Meeting of Shareholders in 2018 Each share of Zavarovalnica Triglav gives its holder the right to: The shareholders of Zavarovalnica Triglav had one general meet- one vote at the General Meeting of Shareholders, ing in the reporting period. The 43rd General Meeting of Share- proportional dividends from the profit intended for the pay- holders was held on 29 May 2018. The total number of shares Risk ment of dividends and Management and voting rights represented at the General Meeting of Share- a proportional share from the remaining bankruptcy or liqui- holders was 17,934,863 or 78.97% of all shares to which the dation estate in the event of bankruptcy or liquidation. voting rights are attached. The General Meeting of Shareholders Supervisory All shareholders who are entered in the share register managed took note of: Annual Report of the Triglav Group and Zavarovalnica Triglav Board by KDD – Centralno klirinška depotna družba d.d. no later than Accounting by the end of the fourth day before the date of the General Meet- d.d. for 2017, Report ing of Shareholders have the right to attend the General Meet- Opinion given by the audit firm, ing and exercise their voting rights if they apply to be present no Annual Internal Audit Report for 2017, later than by the end of the fourth day prior to the date of the Report by the Supervisory Board of Zavarovalnica Triglav on General Meeting of Shareholders. the verification of the Annual Report for 2017 and Opinion given by the Supervisory Board on the Annual Inter- Table The rights and obligations attached to the shares as well as the nal Audit Report of the Internal Audit Department for 2017. of Contents notes on the restriction of transfer of shares and on reaching a qualifying holding are described in [→ Section 6.2 Equity]. See the The shareholders adopted a resolution on the following distri- Insurance Act for further details. bution of the accumulated profit of EUR 58,085,121.96 as at 31 December 2017: Management In accordance with the Financial Instruments Market Act, the fol- A part of accumulated profit amounting to EUR Board lowing three shareholders own a qualifying holding in Zavarov- 56,837,870.00 shall be allocated for dividend payments. The alnica Triglav: dividend in the amount of EUR 2.50 gross per share shall Zavod za pokojninsko in invalidsko zavarovanje Slovenije (In- be paid to the shareholders appearing in the Share Register stitute of Pension and Invalidity Insurance of Slovenia; herein- on 13 June 2018. The Company shall ensure funds for the The Triglav Group and after: ZPIZ) is the direct holder of 7,836,628 shares or 34.47% payment of all dividends on the account of KDD – Centralno Zavarovalnica of the share capital of Zavarovalnica Triglav. Its share in 2018 klirinška depotna družba d.d. on 14 June 2018. Triglav d.d. Annual Report remained unchanged. On behalf of and for the account of The distribution of the remaining accumulated profit of EUR 2018 ZPIZ, the shareholder’s rights attached to the shares were 1,247,251.96 shall be decided in the next few years. managed by Slovenski državni holding d.d. (hereinafter: SDH). << 34 >> The shareholders granted a discharge for the financial year 2017 to both the Management Board Composition and appointment of the Management Board Corporate Governance and the Supervisory Board of Zavarovalnica Triglav. At the General Meeting of Shareholders no Statement action of voidness was announced. In accordance with the Articles of Association, the Management Board has no less than three and no more than six members, one of whom is President. The number of the Management Board members, their powers, the manner of representation and presentation and the transfer of the 5.3.2 Management Board Management Board’s authorisations are determined by the Supervisory Board in the Management The Management Board of Zavarovalnica Triglav manages the Company independently and at its Board Rules. own responsibility, as well as presents and represents the Company without limitations. In legal The Management Board is appointed by the Supervisory Board. The term of office of an individual transactions, the Company is always jointly presented and represented by two members of the Management Board member is up to five years, with the possibility of reappointment without lim- Management Board, one of whom is its President. itation. Zavarovalnica Triglav has one Worker Director, who is a member of the Management Board. Any person fulfilling the requirements stipulated by the Insurance Act, the Companies Act and the The appointment or recall of all members or an individual member is proposed to the Superviso- Business applicable documents of the Company may be appointed to the Management Board as its Presi- Report ry Board by the President of the Management Board. Any individual member or President of the dent or member. The fit and proper criteria, which the Management Board members and other in- Management Board may be dismissed by the Supervisory Board if legal grounds for their dismissal dividuals are required to meet, are clearly defined in the Fit and Proper Policy for the Management have been established. and Supervisory Board Members of Zavarovalnica Triglav d.d., which sets out the fit and proper assessment procedure for Management Board members to be performed before the appointment, 5.3.2.1 Management Board’s powers to increase the share capital periodically, extraordinarily or after the appointment of an individual Management Board mem- Risk Management ber. Furthermore, the Policy determines the fit and proper assessment criteria and procedures for In accordance with the Company’s Articles of Association, the Management Board is authorised the Management Board as a collective body. In respect to the latter, the Supervisory Board takes to increase the share capital of Zavarovalnica Triglav by up to EUR 14,740,278.36 by issuing new into account the diversity of knowledge and competences which not only allow comprehensive shares for cash contributions within five years of 2 June 2016. The issue of new shares, the amount functioning of the Management Board but also contribute to an appropriate variety of skills, of capital increase, the rights attached to the new shares and the conditions for issuing new shares knowledge and experience for professional management of Zavarovalnica Triglav. All members are decided upon by the Company’s Management Board with the consent of the Supervisory Board. Accounting should collectively possess the relevant knowledge and experience relating to insurance and finan- Following a share capital increase, the Supervisory Board is authorised to amend the Company’s Report cial markets, the business strategy and business models, governance systems, financial and actu- Articles of Association. arial analyses, risk management, and the regulatory and legal environment in which Zavarovalnica Triglav operates. 5.3.2.2 Presentation of the Management Board, its functioning and powers In November 2018 before their re-appointment, the fit and proper assessment procedures were On 14 November 2018, the Supervisory Board re-appointed Andrej Slapar President of the Man- Table carried out for Andrej Slapar, the candidate for the President of the Management Board, and for agement Board for a five-year term of office, commencing on 12 November 2019. Furthermore, of Contents Uroš Ivanc and Tadej Čoroli, the candidates for Management Board members. In addition, the as- Uroš Ivanc was re-appointed a Management Board member for a five-year term of office, com- sessment procedure for the Management Board as a collective body was performed, taking into mencing on 15 July 2019, while Tadej Čoroli was re-appointed a Management Board member for account the said candidates. It was assessed that Andrej Slapar was a fit and proper candidate for a five-year term of office, commencing on 30 July 2019. the President of the Management Board and that Uroš Ivanc and Tadej Čoroli were fit and proper candidates for Management Board members. Furthermore, the Management Board as a collective The Diversity Policy, which was adopted by the Management Board and the Supervisory Board body was assessed as fit and proper. In November 2018, a positive periodic fit and proper assess- in 2017, was taken into account in the proposals to re-appoint Andrej Slapar, Uroš Ivanc and Ta- ment of the members of the Management Board and the Management Board as a collective body dej Čoroli. Its objectives are to ensure complementarity and diversity in the Management Board was made. by taking into account various qualifications, experience and knowledge defined in the Fit and Proper Policy for the Management and Supervisory Board Members of Zavarovalnica Triglav d.d., The Triglav Group and gender balance and representation of various age group. Zavarovalnica Triglav d.d. Annual Report 2018 << 35 >>
Corporate Composition of the Management Board in 201812 Governance Membership in Statement the supervisory or Area of work in the Management Board Start of term of End of term Date of management bodies Name and surname Post (as at 31 December 2018) office (the first) of office Gender Nationality birth Education Professional profile of other companies Andrej Slapar President As the President of the Management, he manages and 22 May 2013 12 Nov. 2024 Male Slovene 1972 LL.B. Management, Krka d.d. directs the work of the Management Board and the head strategic Pozavarovalnica office support departments (the Management Board management, Triglav Re d.d. Office, the Legal Office, the Internal Audit Department, commercial law, Triglav Skladi d.o.o. the Corporate Communication Department, the insurance and Triglav INT d.d. Compliance Office, the Business Intelligence reinsurance, Department) as well as the Non-Life Insurance actuarial science Development and Actuarial Department and the Investment Department. He is in charge of the Corporate Accounts Division, senior management staffing, Business Arbitration, Nuclear Pool, Commercial Association of Report Slovenian Insurance Companies, reinsurance and asset management. Uroš Ivanc Member In charge of the following head office support 14 July 2014 15 July 2024 Male Slovene 1975 Master of Science Management Triglav INT d.d. departments: the Strategic Purchasing Department, in Business and and organisation, Trigal, upravljanje the Risk Management Department, the Strategic Organisation strategic naložb in svetovalne Planning and Controlling Department, the Subsidiary management, storitve d.o.o. Management Department, Accounting and Finance insurance, financial Triglav, Upravljanje Risk excluding the Investment Department. management, nepremičnin d.d Management financial markets and analysis, asset management, risk management Tadej Čoroli Member In charge of the Innovation and Digitalisation 29 July 2014 30 July 2024 Male Slovene 1975 LL.M Management, Triglav, Zdravstvena Department, the Client Contact Unit, the Marketing strategic zavarovalnica d.d. Department, the Non-Life Insurance Division, management, Triglav INT d.d. Accounting the Non-Life Insurance Claims Division and the Non-Life commercial law, Skupna pokojninska Report Insurance Sales Division. insurance, marketing družba d.d. Barbara Smolnikar Member In charge of the Life Insurance Division and the Life 17 Oct. 2017 17 Oct. 2022 Female Slovene 1967 PhD in Management, Triglav INT d.d. Insurance Development and Actuarial Department. Management strategic Triglav, Zdravstvena Responsible for health insurance, pension insurance and management, zavarovalnica d.d. money laundering prevention. banking, (as of 28 February 2018 ) bancassurance, Triglav Svetovanje d.o.o. Table financial markets and (as od 16 February 2018) of Contents analysis, Skupna pokojninska risk management družba d.d. (as of 31 August 2018) Marica Makoter Member and As the Worker Director, she represents workers’ 21 Dec. 2011 22 Dec. 2021 Female Slovene 1972 LL.B. Management, Triglav INT d.d. Employee interests in compliance with the Worker Participation in strategic Representative Management Act. She is in charge of the Organisation management, Development and Business Process Management commercial law, Department, the Fraud Prevention, Detection and insurance, human Investigation Department and the Change and Project resources and Portfolio Management Department. Moreover, she is organisation, worker responsible for the IT Division, the Back Office Division representation and the Human Resource Management Division, The Triglav excluding senior management staffing. Group and Zavarovalnica Triglav d.d. Annual Report 2018
12 GRI GS 405-1 << 36 >> Data on the remuneration of the Management Board members are disclosed in [→ Section 5.5 of The Remuneration Policy is designed to ensure the maintenance of appropriate capital strength of Corporate Governance the Accounting report of the Annual Report]. The basis for the remuneration of the Management the Company, to encourage reliable and effective risk management, not to promote the assumption Statement Board is the Remuneration Policy of Zavarovalnica Triglav d.d., which is based on the Solvency II of risks exceeding the allowed risk limits of the Company and to provide for the acquisition and reten- Directive 209/138/EC, as amended by Directive 212/23/EU, and Commission Delegated Regulation tion of appropriately professionally qualified, competent, responsible and engaged employees. The (EU) 2015/35 supplementing Directive 2009/138/EC. Policy serves as a foundation for implementing a robust and reliable governance system and ensures business integrity and transparency.
Composition and remuneration of the Management Board in 2018 (in EUR) Variable remuneration - gross Fixed Total Deferred remuneration - based on based on variable remuneration - Benefits and Function (President, gross quantitative qualitative remuneration gross Severance pay SVPI Bonus Total gross Business Name and surname Member) (1) criteria criteria (2) (3) (4) (5) claw-back (6) (1+2+4+6) Total net Report Andrej Slapar President 173,769 42,887 0 42,887 51,968 0 56,968 0 216,656 78,343 Uroš Ivanc Member 165,101 40,743 0 40,743 49,370 0 40,972 0 205,844 72,065 Tadej Čoroli Member 165,101 40,743 0 40,743 49,370 0 49,594 0 205,844 67,505 Barbara Smolnikar Member 165,422 3,857 0 3,857 3,857 0 41,203 0 169,279 57,320
Marica Makoter Member 164,780 40,743 0 40,743 49,370 0 45,712 0 205,523 69,041 Risk Benjamin Jošar Member till 2 Nov. 2017 0 69,776 0 69,776 12,622 0 0 0 69,776 33,938 Management Total 834,173 238,749 0 238,749 216,557 0 234,449 0 1,072,922 378,212
* Travel expenses, accommodation costs and daily allowance are not included as, by their nature, they are not considered remuneration for the Management Board. ** The data under item (2) contains the 2nd portion of the bonus for 2015, the 1st portion of the bonus for 2017 and 2nd portion of the bonus for 2016 paid in 2018 to Benjamin Jošar. *** The data under item (3) contains the 3rd portion of the bonus for 2015, the 2nd and 3rd portions of the bonus for 2016 (excluding the 2nd portion of the bonus for 2016 for Benjamin Jošar) and the 2nd and 3rd portions of the bonus for 2017 which will be paid out in the coming years. **** The data in item (5) contains the benefits and the premium for supplemental voluntary pension insurance. Accounting Report
5.3.3 Supervisory Board The General Meeting of Shareholders may dismiss any elected member of the Supervisory Board before the expiry of their term of office, while each member of the Supervisory Board may resign The Supervisory Board is composed of six shareholder representatives and three employee represent- from the position under the conditions and in the manner laid down by the Articles of Association. atives. As a supervisory body, it supervises the Company’s business conduct with full responsibility. Table In November 2018, a periodic assessment was performed of the Supervisory Board members and of Contents Shareholder representatives are elected by the General Meeting of Shareholders and employee the Supervisory Board as a collective body, which was assessed as fit and proper. representatives by the Works Council. The Chairman and Vice Chairman of the Supervisory Board are elected from among its members representing shareholders. Their appointment and recall are 5.3.3.1 Powers of the Supervisory Board made in accordance with the applicable legislation and the documents of the Company. The mem- bers of the Supervisory Board are given a four-year term of office and may be re-elected without The powers and operation of the Supervisory board are set out by the applicable legislation, the limitation. The fit and proper criteria as set out in the Fit and Proper Policy for the Management and Articles of Association of Zavarovalnica Triglav and the Rules of Procedure of the Supervisory Board Supervisory Board Members of Zavarovalnica Triglav d.d. also apply to both the Supervisory Board (available at www.triglav.eu). Besides the powers specified in the Companies Act and the Insurance as a collective body and to Supervisory Board members as individuals. Fit and proper assessments Act, the Supervisory Board has the power to give consent to the decisions of the Management are made before the appointment, periodically, extraordinarily or after the appointment of an in- Board where the value or an investment exceeds the amount set out in the Rules of Procedure of The Triglav Group and dividual Supervisory Board member. the Supervisory Board, i.e., in the event of: Zavarovalnica founding limited companies in Slovenia and abroad; Triglav d.d. In assessing the composition and performance of the Supervisory Board as a whole along with Annual Report the acquisition or sale of Zavarovalnica Triglav’s stakes in domestic or foreign companies; 2018 a diverse gender and age structure, the Supervisory Board takes into account diversity in such a the issue of debt securities and long-term borrowing from domestic or foreign banks; or manner that all members possess the relevant knowledge, skills and experience relating to insur- the acquisition, sale of, or investment in investment property of Zavarovalnica Triglav. ance and financial markets, the business strategy and business models, governance systems, finan- cial and actuarial analyses, risk management, and the regulatory and legal environment in which In accordance with the law and the Rules of Procedure, the Supervisory Board holds at least one Zavarovalnica Triglav operates. session per quarter, or more if necessary. << 37 >> 5.3.3.2 Supervisory Board in 2018 Corporate Governance Statement Composition of the Supervisory Board in 201813 Attendance of Membership in Attendance of meetings sessions of the the supervisory or of Supervisory Board Supervisory Board / management bodies of committees / total Start of term total number of Independence pursuant to other companies while Membership in number of meetings Name nad of the office End of term of Supervisory Board Date of Article 23 of the Corporate Existence of conflict of serving as a SB member Supervisory Board Function in Supervisory of Supervisory Board surname Post (first) office sessions Gender Nationality birth Education Professional profile Governance Code interest in 2018 in 2018 committees Board committees committees Igor Stebernak Chairman 18 Aug. 2016 2 June 2020 7 of 7 Male Slovene 1968 BSc in Electrical Engineering, MBA Banking, insurance, strategic management, YES NO / Appointment and Chairman 5 of 5 financial markets and analysis, controlling, Remuneration Committee accounting and business process reengineering Andrej Andoljšek Member 13 June 2017 21 June 2017 6 of 7 Male Slovene 1970 BSc in Economics Financial and general management, financial YES NO / Strategy Committee Member 3 of 3 Vice Chairman 21 June 2017 13 June 2021 markets and analysis, banking, corporate Business governance, business and financial restructuring Report of companies Milan Tomaževič Member 13 June 2017 13 June 2021 7 of 7 Male Slovene 1946 BSc in Economics Insurance and reinsurance, informatics, YES NO / Strategy Committee Chairman 3 of 3 management and actuarial science Žiga Škerjanec Member 13 June 2017 13 June 2021 7 of 7 Male Slovene 1978 LL.B. Corporate law and finance and the operation of YES NO / Strategy Committee Member 3 of 3 the supervisory boards Appointment and Member 5 of 5 Remuneration Committee Risk Nataša Member 13 June 2017 13 June 2021 7 of 7 Female Slovene 1965 Bachelor of Economics Financial markets and analysis, banking, YES NO / Audit Committee Member 9 of 9 Management Damjanovič marketing and strategic management Appointment and Member 5 of 5 Remuneration Committee Mario Gobbo Member 12 June 2013 13 June 2021 7 of 7 Male Italian 1953 PhD in Management Banking, financial management, financial YES NO / Audit Committee Chairman 9 of 9 markets and analysis, investment banking, investment, restructuring, acquisition of financial assets and privatisation Accounting Peter Celar Member 30 May 2011 31 May 2019 7 of 7 Male Slovene 1958 Bachelor of Economics Insurance YES NO / Strategy Committee Member 3 of 3 Report Boštjan Molan Member 31 May 2015 31 May 2019 7 of 7 Male Slovene 1973 Bachelor of Economics Insurance YES NO / Appointment and Member 5 of 5 Remuneration Committee Ivan Sotošek Member 31 May 2015 31 May 2019 7 of 7 Male Slovene 1969 LL.M. Insurance YES NO / Audit Committee Member 9 of 9
External members of Supervisory Board Committees in 2018 Table Attendance of meetings of Supervisory Membership in the supervisory bodies of of Contents Board committees / total number of Date of other companies while serving as Name and surname Supervisory Board committee committee meetings Gender Nationality birth Education Professional profile a SB committee member in 2018 Simon Kolenc Audit Committee 9 of 9 Male Slovene 1977 BSc in Economics Finance, accounting, audit Deželna banka Slovenije d.d. (from 30 March 2018 to 7 September 2018)
By signing the Statement of Independence and Loyalty (www.triglav.eu), the members of the Supervisory Board undertook to adhere to the principles of independence laid down in item B of the Annex to the Corporate Governance Code. The Triglav The data on remuneration of the Supervisory Board members are disclosed [→ in Section 5.5 of the Ac- Group and counting report] of the Annual Report. Remuneration of the Supervisory Board members was in line with Zavarovalnica Triglav d.d. st the resolution passed by the 41 General Meeting of Shareholders of Zavarovalnica Triglav. Annual Report 2018
13 GRI GS 405-1 << 38 >>
Corporate Composition and remuneration of the Supervisory Board and its committees in 2018 (in EUR) Governance Remuneration for performing Attendance fees for SB sessions and Statement Function (Chairman, Vice Chairman, the function – gross per year committee meetings – gross per year Total gross Name and surname Member, External committee member) (1) (2) (1+2) Total net* Gross travel expenses Net travel expenses* Igor Stebernak Chairman 28,125 3,025 31,150 22,655 360 262 Andrej Andoljšek Member 20,250 2,310 22,560 16,408 486 353 Milan Tomaževič Member 20,625 2,585 23,210 16,881 503 365 Žiga Škerjanec Member 22,500 3,685 26,185 19,044 320 233 Nataša Damjanovič Member 22,500 4,961 27,461 19,972 320 233 Mario Gobbo Member 20,625 3,861 24,486 16,130 32,811 21,614 Peter Celar Member 18,750 2,585 21,335 15,517 178 130
Boštjan Molan Member 18,750 3,025 21,775 15,837 181 132 Business Ivan Sotošek Member 18,750 3,861 22,611 16,445 2,050 1,491 Report Simon Kolenc External committee member 7,500 2,420 9,920 7,215 57 41 Total 198,375 32,318 230,693 166,104 37,266 24,854
* The amount paid to an individual’s account as the payment after deducting the income tax prepayment, which does not take into account any subsequent payments of an individual’s personal income tax.
5.3.3.3 Composition of Supervisory Board committees and their activities in 2018 Risk Supervisory Board committees Management Supervisory Board committees prepare draft resolutions for the Supervisory Board, assure their implementation and carry out other professional tasks.
In 2018, the Supervisory Board committees were the following: the Audit Committee, the Appoint- ment and Remuneration Committee, and the Strategy Committee. Accounting Report
Audit Committee Supervisory Board
The duties and powers of the Audit Committee are set out in the Companies Act, the Rules of Pro- cedure of the Supervisory Board and the Supervisory Board resolutions. The most important duties of the Committee include: Table of Contents monitoring the financial reporting process, creating reports and drafting proposals for ensuring its comprehensiveness; monitoring the efficiency and effectiveness of internal controls, internal audit and risk manage- Audit Strategy Appointments and Committee Committee Compensation ment systems; Committee monitoring the mandatory audit of annual and consolidated financial statements and report- ing on the audit findings to the Supervisory Board; being in charge of the auditor selection procedure and proposing a candidate to the Supervisory Board to audit the Company’s annual report and participating in the drafting of an agreement between the auditor and the Company; The Triglav supervising the integrity of financial information provided by the Company; evaluating the Group and Zavarovalnica drafting of the annual report, including a draft proposal for the Supervisory Board; Triglav d.d. cooperation with the Internal Audit Department, monitoring its interim reports, examination of Annual Report 2018 the internal documents of the Internal Audit Department, the Rules of Operation of the Internal Audit Department and the annual plan of the Internal Audit Department; << 39 >> examination of decisions on the appointment, dismissal and remuneration of the head of the The Governance Policy of the Triglav Group’s Subsidiaries is the basis for the establishment and Corporate Governance Internal Audit Department. implementation of a robust and reliable governance system. The governance system of the Group’s Statement subsidiaries is implemented as corporate governance by actively exercising the management rights In 2018, the Audit Committee was composed of the following members: Mario Gobbo as its Chairman, in compliance with the law applicable to individual subsidiaries and their internal regulations. In and Nataša Damjanovič, Ivan Sotošek and Simon Kolenc (external independent expert) as its members. the context of corporate governance, the Group also carries out business management, which is based on ensuring effective monitoring or supervision of the operations of the subsidiaries. This Appointment and Remuneration Committee supports the harmonisation of business and achievement of synergies, particularly with the ac- tivities promoting cooperation in the fields of expertise, as well as mutual communication and The main duties and powers of the Appointment and Remuneration Committee, set out in the knowledge transfer at the Group level. Rules of Procedure of the Supervisory Board and the Supervisory Board resolutions, include: drafting proposals regarding the criteria for membership in the Management Board; Zavarovalnica Triglav as the controlling company actively manages direct subsidiaries in accordance drafting proposals regarding the policy of remuneration, compensation and other benefits for with the Governance Policy of the Triglav Group’s Subsidiaries. Direct subsidiaries assume respon- Business the Management Board members; sibility for the transfer of the governance system and active management of their subsidiaries. The Report preliminary consideration of proposals made by the President of the Management Board re- expected goals of transferring the governance system and management activities are more specif- lated to the management of the Company, pursuant to the third paragraph of Article 13 of the ically defined in the minimum standards. The governance and management of subsidiaries follows Articles of Association; the key guidelines and objectives of the strategy of the Triglav Group. Adhering to the values of the performance of fit and proper assessment for the Management and Supervisory Board mem- Group is an ongoing process in all subsidiaries and the key guideline in their governance. The Com- bers in line with the Fit and Proper Policy for the Management and Supervisory Board Members pany actively encourages and connects subsidiaries so as to effectively implement and transfer good Risk Management of Zavarovalnica Triglav d.d.; practices. Long-term effort to increase the value of the Group’s assets is also an important objective. support and making proposals on matters that concern the Supervisory Board (e.g. conflicts of interest, design and implementation of a remuneration system for Supervisory Board members, The governance of subsidiaries is based on an ongoing monitoring of their operations and active assessment of the Supervisory Board’s work against the Corporate Governance Code). implementation of the set strategy. Furthermore, identification of business opportunities and chal- lenges both in the local and wider environment is encouraged in order to achieve the optimal de- In 2018, the Appointment and Remuneration Committee had the following composition: Igor Ste- velopment of individual subsidiaries and the whole Group. In 2018, special attention was paid to Accounting Report bernak as its Chairman, and Nataša Damjanovič, Žiga Škerjanec and Boštjan Molan as its members. the strengthening of business development of insurance subsidiaries abroad and their competitive position, which will continue to be the key focus in the coming period. In the existing markets, both Strategy Committee the market processing strategy (maintaining and strengthening the competitive position) and the product development strategy (launch of upgraded and new or innovative products and services into The duties and powers of the Strategy Committee are set out in the Rules of Procedure of the the existing markets) were implemented. In new markets, the market development strategy (entry Supervisory Board and the Supervisory Board’s resolutions. The Committee’s main areas of work Table into new markets, establishing partnerships and building visibility) and the diversification strategy of Contents include discussing and preparing proposals related to the strategic development and planning of (development of new products and services in new markets) were pursued. Furthermore, coopera- the Triglav Group and the realisation of its strategic plans. tion among subsidiaries was strengthened in the achievement of strategic objectives in core and sup- porting activities (particularly in the health and pension insurance segments) as well as in strategic In 2018, the Committee was composed of the following members: Milan Tomaževič as its Chair- projects (especially in the development of digital content, modern sales and marketing approaches man, and Andrej Andoljšek, Žiga Škerjanec and Peter Celar as its members. and at the organisational level with an emphasis on strengthening the target organisational culture).
5.4 Governance and management of subsidiaries14 A special attention is devoted to the setting up of a single information and data system, which will enable the Group to achieve the highest level of business transparency and transformation at The Triglav Group is comprised of Zavarovalnica Triglav as the controlling company and its sub- the Group level. In the coming period, even greater focus will be on strengthening and achieving The Triglav sidiaries and associates. The subsidiaries in the Group operate as independent legal entities in Group and synergies in various fields of activity, especially at a horizontal level, i.e. among the core segments Zavarovalnica accordance with the applicable legislation, resolutions passed by the general meetings and the or activities of the Group. This will also be the key future guideline for the governance and man- Triglav d.d. management and supervisory bodies of the subsidiaries, agreements on business cooperation agement of subsidiaries. Annual Report 2018 (if concluded) and other adopted rules and instructions implemented by individual subsidiaries.
14 GRI GS 102-10, GS 102-18 << 40 >>
The composition of governance and management bodies as at 31 December 2018 Corporate Governance Slovenia Croatia Bosnia and Herzegovina Serbia North Macedonia Statement
Pozavarovalnica Triglav Re d.d., Triglav Svetovanje, zavarovalno Triglav Osiguranje d.d., Zagreb Triglav Osiguranje d.d., Sarajevo Triglav Osiguranje a.d.o., Belgrade Triglav Osiguruvanje a.d., Skopje Ljubljana zastopanje d.o.o., Domžale Marin Matijaca – President, Edib Galijatović – President, Dragan Markovič – General Manager, Gjorge Vojnović – Chief Executive Gregor Stražar – President, Edvard Kranjčič – Director, Denis Burmaz – Member, Edin Muftić – Member Blaž Jakič – Member of the Board Officer, Tomaž Rotar – Member, Tedo Djekanović – Authorised Officer Mišo Čeplak – Authorised Officer of Directors Rok Pivk – Executive Officer Stanislav Vrtunski – Member Supervisory Board: Supervisory Board: Supervisory Board: Tedo Djekanović – Chairman, Supervisory Board: Board of Directors: Supervisory Board: Barbara Smolnikar – Chairman, David Benedek – Chairman, Janko Šemrov, Matej Gostiša, Tedo Djekanović – Chairman, Tedo Djekanović – Chairman, Andrej Slapar – Chairman, Matjaž Novak, Tomaž Žust, Gorazd Jenko, Uroš Cvetko, Aleš Levstek Radenko Purić, Vuk Šušić, Darko Popovski, Matej Ferlan, Tomaž Žust, Sebastjan Debevc, Lidija Breznik, Darko Popovski, Nives Matijević Gorazd Jenko, Fejsal Hrustanović Blaž Kmetec, Gjorge Vojnović, Janko Šemrov Primož Plantarič Ljube Rajevski, Rok Pivk Business Report Triglav Osiguranje a.d., Banja Luka Triglav, Zdravstvena zavarovalnica Triglav INT, holdinška družba d.d., Montenegro Triglav Osiguruvanje Život a.d., d.d., Koper Ljubljana Matej Žlajpah – Director Skopje
Meta Berk Skok – President, Tedo Djekanović – Executive Lovćen Osiguranje a.d., Podgorica Board of Directors: Aleksandar Andonovski – Chief Simon Vidmar – Member Director, Blaž Jakič– Chairman, Executive Officer Risk Blaž Kmetec – Authorised Officer Matjaž Božič – Executive Director Iztok Šekoranja, Draško Milinović Management Supervisory Board: Board of Directors: Barbara Smolnikar– Chairman, Board of Directors: Board of Directors: Tedo Djekanović – Chairman, Tadej Čoroli, Tomaž Krevatin Andrej Slapar – Chairman, Tedo Djekanović – Chairman, Igor Donevski, Barbara Smolnikar, Tomaž Žust, Darko Popovski Aleksandar Andonovski, Marica Makoter, Uroš Ivanc, Gjorgji Jančevski Tadej Čoroli, David Benedek, Skupna pokojninska družba d.d., Tedo Djekanović Accounting Ljubljana Lovćen životna osiguranja a.d., Report Podgorica Aljoša Uršič – President, Peter Krassnig – Member, Triglav Avtoservis d.o.o., Ljubljana Zorka Milić – Executive Director Vida Šeme Hočevar – Member Edvard Zabukovnik – Director, Board of Directors: Supervisory Board: Boris Kuhelj – Director Igor Zupan, Janez Rožmarin, Barbara Smolnikar – Chairman Edvard Kranjčič Tadej Čoroli, Miha Grilec, Supervisory Board: Table Jaka Kirn, Miran Kalčič, Matej Ferlan – Chairman, of Contents Vesna Vodopivec, Borut Simonič, Nataša Novak Priveršek, Tomaž Jontes Aleš Klement
Triglav Skladi, družba za Triglav, Upravljanje nepremičnin upravljanje d.o.o., Ljubljana d.d., Ljubljana
Benjamin Jošar – President, Mitja Selan – President, Andrej Petek – Member, Aleš Vahčič – Member Igor Kušar – Member The Triglav Supervisory Board: Supervisory Board: Group and Andrej Slapar – Chairman, Uroš Ivanc – Chairman, Zavarovalnica Blaž Kmetec, Meta Berk Skok Ksenija Zajc, Blaž Jakič, Triglav d.d. Nataša Novak Priveršek Annual Report 2018 << 41 >>
Corporate 5.5 External and internal audit 5.7 Notes on takeover legislation Governance Statement On 31 May 2016, the General Meeting of Shareholders of Zavarovalnica Triglav appointed the audit Zavarovalnica Triglav is subject to the provisions of the Takeover Act (hereinafter: ZPre-1). firm ERNST & YOUNG Revizija, poslovno svetovanje d.o.o. as the auditors for 2016, 2017 and 2018. The share capital structure of Zavarovalnica Triglav, the rights and obligations attached to the The report on the work of the Internal Audit Department is included [→ in Section 1.1 Risk Man- shares, the restriction on transfer of shares and the absence of shares that would grant their hold- agement]. ers special control rights are described in detail [→ in Section 6. Share and Shareholders of Zavarov- alnica Triglav]. 5.6 Internal controls and risk management in relation to financial eportingr 15 5.8 Disclosure of the existence of any agreements or authorisation regarding shares or voting rights The Triglav Group has an efficiently designed and integrated internal control and risk management Business Report system, which is promptly adapted to the Group’s development, organisational changes and best Zavarovalnica Triglav is not aware of any shareholder agreements that could cause a restriction on practices. The system exceeds the basic statutory requirements for insurance undertakings set out the transfer of shares or voting rights. in the Companies Act and the Insurance Act, as well as special implementing regulations of the Insurance Supervision Agency on the establishment and maintenance of a suitable internal control The Management Board of Zavarovalnica Triglav is not authorised by the general Meeting of Share- and risk management system. holders to buy its own shares. The Management Board’s authorisation to increase the share capital is described under [→ Section 5.3.2.1]. The issue of new shares, the amount of capital increase, the Risk Management The internal control and risk management system was set up at all organisational levels, in all units rights attached to new shares and the conditions for issuing new shares are decided upon by the and processes of the Triglav Group and encompasses: Company’s Management Board with the consent of the Supervisory Board. a clear organisational structure with a precisely defined and transparent system of duties and powers; efficient procedures for an ongoing control, error prevention, and identification, assessment, Zavarovalnica Triglav has no employee share scheme. management and monitoring of risks to which the insurance undertakings are or may be ex- The Company is not aware of any agreements that would become effective, change or expire on Accounting posed in the course of their operations; the basis of a changed control of the Company or as a consequence of a takeover bid as defined by Report an adequate internal control system that includes appropriate administrative and accounting the Takeover Act (ZPre-1). procedures (reporting, working procedures, risk exposure limits and physical controls); compliance with the applicable legislation and regulatory requirements. Zavarovalnica Triglav has not entered into any agreements with the members of its management or supervisory bodies or employees which would provide for remuneration if a takeover bid in line The Internal Audit Department is an independent organisational unit, set up in compliance with with the Takeover Act caused them to resign, be dismissed without justified grounds, or caused Table the law. It regularly reviews the effectiveness of the internal control and risk management system their employment to be terminated in some other manner. of Contents and offers upgrade proposals as well as reports to the Management Board, the Audit Committee and the Supervisory Board.
The characteristics and operation of the risk management system are discussed in detail [→ in Section 1. Risk Management].
Internal controls are guidelines and procedures established by Zavarovalnica Triglav as the parent company of the Group and implemented at all levels in order to manage the risks related to finan- cial reporting. The purpose of internal controls is to ensure reliability of financial reporting and The Triglav compliance with the applicable laws and other external and internal regulations. Group and Andrej Slapar, Barbara Smolnikar, Zavarovalnica President of the Management Board Member of the Management Board Triglav d.d. Accounting controls are based on the principles of truthfulness and an appropriate sharing of respon- Annual Report sibilities, checking the performance of transactions, keeping of up-to-date records, compliance of Uroš Ivanc, Marica Makoter, 2018 books of account with the actual situation, separation of the records from the execution of transac- Member of the Management Board Member of the Management Board and tions, professionalism of accountants and their independence. Accounting controls are closely linked Employee Representative to IT controls, which, inter alia, restrict and control access to the data and applications and ensure Tadej Čoroli, completeness and accuracy of data capturing and processing. Member of the Management Board
15 GRI GS 103-1, 103-2 << 42 >> The first half of 2018 saw a gradual growing of the ZVTG price, The 6. 6.1 The share of Zavarovalnica Triglav Share and having increased by 16% as at 11 June 2018, followed by the Shareholders The Share and Shareholders The reporting year saw a growing price of the ZVTG share, hav- anticipated drop in price due the entitlement to dividends for of ing increased by 4.8%. The SBI TOP index of the Ljubljana Stock 2017. In the second half of the reporting year, the ZVTG share Zavarovalnica Triglav of Zavarovalnica Triglav Exchange decreased by 0.2%, global BEINSUR index by 10.3%. In was affected mostly by conditions on the capital markets. As at the last five years, the ZVTG share price movement followed the the reporting date, the closing price of the share equalled the H1 SBI TOP index trend (see figure), however, it recorded a noticea- 2018 figure, total annual growth of the price of the ZVTG share bly higher growth. reached 4.8%.
ZVTG share price movement in the last five years compared to the Ljubljana Stock Exchange index (as at the 2013 year-end = 100)
Business Z TG T nde Report
1 0
180
1 0 Risk 1 0 Management
1 0
1 0
1 0 Value in % 120 Accounting Report 110
100