The State Ignores the Obligation for Supervisory Boards It Itself Established

With the amendments to the Companies Act (ZTD) at the end of last year, the state mandated that all joint-stock companies whose shares are traded on a regulated market must ensure a balanced representation of women and men on the supervisory board.

Since no deadlines have been set for the implementation of this decision, and there are no penalties for non-compliance, the season for holding general assemblies, where new supervisory board members are appointed, generally passes as if nothing has changed in the ZTD.

What is even more disappointing is that the obligation to ensure gender balance on supervisory boards is ignored in several cases by the state itself, which so nicely stipulated it in the amendments to the ZTD. Last week, the Republic of Croatia, as a shareholder in INA, where only one woman is among the nine members of the supervisory board, proposed the (re)election of three male supervisory board members to the General Assembly and additionally stated (without justification) that ‘the proposed election of supervisory board members did not establish a balanced representation between women and men on the supervisory board.’

Additionally, it should be noted that the CEO of INA, Zsuzsanna Ortutay, is the only woman in the six-member management board of the company.

Besides INA, the Republic of Croatia proposes candidates for supervisory boards in four other joint-stock companies to which this provision applies based on ownership rights.

The General Assembly of Croatia Airlines recently appointed three men to the supervisory board based on the proposal from the Republic of Croatia, thus the four-member supervisory board of the national airline remains exclusively male. ACI, where only one woman is in its five-member supervisory board, has not yet convened a General Assembly, nor has Janaf, where fifty percent of the supervisory board has been women for several years.

At Hrvatska poštanska banka, balance was also established several years ago. Its supervisory board consists of two women and one man, and since mid-August of this year, this supervisory board, according to a recently accepted proposal from the Republic of Croatia, is being expanded to five members, among whom there will be two men.

So, it can be done when there is a will.