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1.9. Governance
1.9.1. Dutch corporate governance code
The Dutch corporate governance code contains principles and best practice provisions on the
governance of listed companies and their accountability to their shareholders on this topic. In
December 2016 and in December 2022, a revised version of the code was published (the "Code").
The Code was designated as the new corporate governance code by Decree on 7
th
September
2017 and entered into force as from the financial year 2017.
Following the Annual General Meeting relating to the 2019/2020 financial year, new Management
and Supervisory Board members had been nominated for appointment, and new policies
complying with the Code had been set up.
Exceptions to the compliance with the code:
1.3 Internal audit function
In the absence of an internal audit department, this function is under the responsibility of the
Management Board.
Adequate control measures are implemented in relation to the operations and size of the
Company without specific written plan or report.
1.5 Role of the Supervisory Board (Audit Committee) and 2.3.5 Committee reports
Mr Andrej Bjegovic is the president and only member of the Audit Committee. There is therefore
no formal meeting and no Audit Committee report.
2.2.6 Evaluation of the Supervisory Board and 2.2.7 Evaluation of the Management Board
Given the recent establishment of the Supervisory Board, no formal evaluation took place during
the financial year 2021/2022. The members of the Supervisory Board and the Management Board
carried out continuous evaluations.
2.4.4 Attendance at Supervisory Board meetings
As the members of the Supervisory Board did not formally convene in 2021/2022, the Company
does not comply with this best practice provision. However, the members collectively and
individually interacted with other members and with the members of the Management Board
outside the formal Supervisory Board meetings.
1.9.2. Board structure
Mopoli has a two-tier board structure, consisting of a Management Board and a Supervisory
Board.
The Management Board is the executive body and is entrusted with the management of the
Company’s group and responsible for the continuity, the goals, objectives, long-term value
creation strategy, policies and results of Mopoli.
The Supervisory Board, established at the last General Meeting, supervises and advises the
Management Board on the policies, management and the general affairs of Mopoli.
The Supervisory Board has one committee, the Audit Committee.
Mr Andrej Bjegovic is the president and only member of the Audit Committee.