Assembly of the Society
The Assembly consists of all members of the Society, i.e. authorized representatives of the members. Each member of the Company has the right to vote in the Assembly in proportion to his share in the Company. The Assembly of the Company performs all tasks within its legal scope provided for by the Law on Business Companies, as well as tasks provided for in the Company’s Founding Act.The Assembly holds regular and extraordinary sessions. The Assembly is convened by the Supervisory Board or the Director of the Company.
NIS a.d. Novi Sad has 90% of the votes in the Company’s Assembly, and the Republic of Serbia has 10% of the votes in the Company’s Assembly, in proportion to their registered shares in the Company’s capital. The authorized representative of NIS is Oksana Petrovna Kovaleva, President of the Assembly, while the authorized representative of the Republic of Serbia is Dragan Ugrčić.
Goran Stojilković
Director of the Company
The Director of the Company is the legal representative of the Company. The Director of the Company manages the Company’s operations in accordance with the Founding Act, the decisions of the Assembly and the instructions of the Supervisory Board, he is responsible for keeping the Company’s business books and for the accuracy of the Company’s financial reports. The director performs all tasks that do not fall under the competence of the Assembly and the Supervisory Board. On August 18, 2023, the Supervisory Board of HIP-Petrohemija appointed Goran Stojilković as the new director of the Company. In August 2021, he was elected president of the National Petroleum Committee of Serbia.
Goran Stojilković was born in 1968. He graduated in Chemical Engineering from the Faculty of Technology in Belgrade in 1995. He started his career at Zdravlje Aktavis Srbija, where he initially worked as a chemical engineer in the organic chemistry laboratory, then as a specialist at a semi-industrial plant and then technical director of the organizational part of Chemistry. In 2003, he was appointed deputy general director, and in December 2004, he was appointed general director of this company. In 2007, he was named manager of the year by the Serbian Chamber of Commerce.
From April 2009 until joining NIS, he was the general manager of Operations Actavis UK Ltd. Since 2012, he has been employed at NIS as Deputy General Director for Petrochemical Affairs. He was elected as a member of the Supervisory Board of HIP-Petrohemija in March 2013.
Supervisory Board
The Supervisory Board of the Company makes decisions within its scope at meetings and supervises the work of the Director.
Meetings of the Supervisory Board are held in accordance with the needs of the Company, at least four times a year.
The members of the Supervisory Board are appointed by the Assembly of the Company. The Supervisory Board of the Company has five members, of which four members are elected on the proposal of NIS, while one member is elected on the proposal of the Republic of Serbia.
Jurisdiction of the Assembly
In accordance with the Founding Act of the Company, the competence of the Assembly includes making decisions on:
- amendments to the Founding Act;
- adopting financial statements, as well as the auditor’s report if the financial statements were the subject of an audit;
- adoption of the report of the Supervisory Board;
- increase and decrease of the basic capital of the Company, as well as every issue of securities;
- distribution of profit and method of loss coverage, including the determination of the date of acquisition of the right to share in profit and the day of payment of share of profit to Members;
- appointment and dismissal of members of the Supervisory Board and determination of compensation for their work;
- appointment of the auditor and determines the remuneration for his work;
- initiation of liquidation proceedings, as well as submission of a proposal for initiation of bankruptcy proceedings by the Company;
- appointment of the liquidation administrator and adoption of the liquidation balance sheets and the liquidation administrator’s report;
- acquisition, cancellation and distribution of own shares and acquisition, distribution and cancellation of reserved own shares;
- Members’ obligations for additional payments and the return of those payments;
- request for Member’s resignation;
- exclusion of the Member due to non-payment, i.e. failure to enter the registered contribution;
- initiating a dispute to exclude a Member;
- withdrawal and cancellation of shares;
- initiating the procedure and granting a power of attorney to represent the Company in a dispute with a member of the Supervisory Board;
- initiating proceedings and granting power of attorney for representing the Company in a dispute against a Member;
- approving the accession of a new member;
- status changes and changes in legal form;
- decisions on any type of financial borrowing by the Company, with the exception of Pre-Approved Matters which are defined and listed in Annex 1 of the Founding Act;
- disposal (in any sense) of the Company’s assets, which is carried out on the basis of one or more related legal transactions, and which exceeds the amount of 500,000 euros, with the exception of Pre-Approved Matters which are defined in Annex 1 of the Founding Act;
- changes to the Company’s investment plan, which envisages the construction of a plant for the production of polypropylene (Investment Plan), with the exception of the previously approved Issues that are defined and listed in Annex 1 of the Founding Act and concern the increase of the Plant’s capacity;
- giving approval to legal affairs in which there is a personal interest, in accordance with Art. 66 of the Law on Business Companies;
- giving consent to the acquisition, sale, leasing, pledging or other disposal of assets of high value, in accordance with Art. 470 of the Law on Business Companies;
- legal affairs (without limitation) with all persons with special duties towards the Company, as well as with all related and dependent persons of the Company, with the exception of the Previously Approved Matters which are defined and listed in Annex 1 of the Founding Act;
- disposing (in any sense) of shares/shares owned by the Company;
- establishment of new companies, either independently or with a third party and establishment of branches and representative offices of the Company;
- other issues, i.e. performing other tasks in accordance with the law and the Founding Act.
Members of the Supervisory Board
- Kirill Tyurdenev, Chairman of the Supervisory Board
- Andrey Tuchnin, member of the Supervisory Board
- Anton Cherepanov, member of the Supervisory Board
- Vladimir Gagić, member of the Supervisory Board
- Velimir Unković, member of the Supervisory Board
Competences of the Supervisory Board
- determines the company’s business strategy;
- appoints and dismisses the Director and other representatives and determines their remuneration, that is, the principles for determining it;
- monitors the work of the Director and adopts his/her reports;
- performs internal control of the company’s operation;
- supervises the lawfulness of the company’s business;
- establishes accounting policies of the company and risk management policies;
- gives an order to the auditor to examine the company’s annual financial statements;
- propose the election of an auditor and his/her remuneration to the General Meeting;
- controls the proposal of distribution of profits and other payments to members;
- decides on the initiation of proceedings and granting of a power of attorney for representing the company in a dispute with the Director;
- decides on other issues and performs other tasks specified in the Memorandum of Association and the decision of the General Meeting;