Conflict of interest

A conflict of interests exists in the circumstances when a private interest of a member of the Supervisory Board influences or may influence or seemingly influences the impartial and objective performing of their function in relation to the interests and objectives of the Bank. The members of the Supervisory Board must avoid conflicts of interest and carry out all measures necessary to prevent their occurrence and to manage them.

Circumstances that can cause conflict of interest as stated in the Policy on Conflict of Interest Management and Corruption Prevention of NLB d.d. and the NLB Group result from acquaintances and family relations, participation in procedures of concluding contracts, transactions and other agreements, performing of functions within and outside the NLB Group, and economic, ownership or managerial connections.

In accordance with the provisions of the Slovenian Corporate Governance Code for Listed Companies, all members of the Supervisory Board must sign a statement of independence (Attachment B to the Slovenian Corporate Governance Code for Listed Companies) when assuming the position, upon any change or at least once annually. - Independence and conflict of interest). In the statement, they also state whether they consider themselves to be independent. If they have any potential conflict of interest and they consider themselves to be independent, they define in the statement why they think this conflict of interest is not permanent and relevant. Signed statements are published on the Bank’s website. The principle of avoiding the conflict of interest for all employees and members of the management and supervisory bodies in the NLB and the NLB Group is written in the Code of Conduct of the NLB Group (www.nlb.si/compliance-and-integrity) and it is regulated in further detail in the Articles of Association of NLB d.d. and in the Policy on Conflict of Interest Management and Corruption Prevention of NLB d.d. and the NLB Group.

All Supervisory Board members must be independent experts. Despite the existence of an employment relationship with the Bank, the persons who represent the workers’ interests in the Supervisory Board of the Bank shall be considered to be independent persons for the purpose of this Article, provided that other conditions are met.

Members of the Management Board of the NLB are subject to similar provisions as those applying to the members of the Supervisory Board in the event of circumstances possibly leading to a conflict of interest. In the event of circumstances that represent a conflict of interests, a member of the Management Board must disclose these circumstances to the President of the Management Board in advance when these items on the agenda are to be discussed, and completely exclude themselves from the decision-making process. More detailed provisions concerning conflicts of interest of the Management Board members are laid down in the above-mentioned documents and in the Rules of Procedure of the Management Board of NLB d.d.

Statements of independence of the members of the Supervisory Board