Ljubljana – The shareholders of energy group Petrol appointed new supervisors on Monday and voted against a proposal to take legal action against the former management for alleged damages over multiple high-profile transactions.
Two current supervisors – chief supervisor Sašo Berger and Mladen Kaliterna – received new terms.
They will be joined by Branko Bračko, a manager at tool maker Unior, Aleksander Zupančič, the chief of staff to Environment Minister Andrej Vizjak, Alenka Urnaut Ropoša, a non-executive director at the bad bank, and Mario Selecky of J&T, Petrol’s biggest shareholder.
The appointments mark a significant departure from the original proposal, which involved Slovenian Sovereign Holding (SSH) chairman Janez Žlak, current supervisor Igo Gruden, and Borut Vrviščar, director of the logistics firm Kuehne + Nagel.
Žlak stepped down as candidate himself, while Urnaut Ropoša and Selecky were appointed at the proposal of SSH.
The majority of the new supervisors will assume office on 11 April 2021, whereas Kaliterna’s four-year terms start on 16 July.
The current management had proposed that the shareholders endorse damages suits against the Tomaž Berločnik board, which resigned in late 2019.
Instead, the shareholders confirmed a counter-motion that defers the decision to the current management, which has been told to independently “carry out subsequent activities”.
The counter-motion was submitted by the Slovenian Sovereign Holding (SSH) and was endorsed by 82% of the present shareholders.
An audit commissioned after the Berločnik board was eased out found irregularities and failure to act with due care and diligence in 18 of the 30 major transactions between 2015 and late 2019 that it analysed, including several acquisitions in Bosnia-Herzegovina and Croatia.
These allegations were rejected by Berločnik, who appeared at the AGM as a shareholder to claim that the audit report was riddled with mistakes.
He said the management had been the “target of unwarranted pressure” but always acted within the constraints of the law and for the benefit of the company.
The audited transactions are also the subject of a National Bureau of Investigation (NBI) investigation.
The Czech-Slovak financial group J&T is the largest single shareholder of Petrol via a fiduciary account and holds a stake in excess of 13%.
The Slovenian state directly and indirectly holds almost 32% of the stock, while a group of companies controlled by the businessman Dari Južna and his family holds roughly a tenth of the Petrol stock.
Južna said after the shareholder meeting that he had backed the supervisor candidates proposed by the SSH and did not find it problematic that Zupančič was a close associate of Minister Vizjak. He would, however, not comment on Zupančič being investigated for his conduct as director of Komunala Brežice, a municipal utility.
Južna is moreover not pleased that the shareholders voted against the damage suits against the former management. “It’s time we brought to an end what we started a year ago.”
Petrol CEO Nada Drobne Popovič could not say what comes next in terms of damage suits. “We’ll follow the assembly’s decision and draft a report by 30 April.” Financial and construction experts will have to be hired to determine any possible damage.
Berločnik meanwhile interpreted the shareholders’ decision as confirming that the former management had not caused any damage to Petrol.
Drobne Popovič declined to speculate whether the new supervisors would overhaul the management board, saying the management had produced an ambitious and feasible business plan for 2021.