Set out below is a summary of relevant information concerning the Management Board, the Supervisory Board, senior management well as a brief summary of certain significant provisions of Dutch corporate law, the Issuer’s Articles of Association and particular issues from the corporate governance codes in respect of the Management Board and Supervisory Board.
Management Structure
The Issuer has two-tier board structure consisting of the Management Board (raad van bestuur) and the Supervisory Board (raad van commissarissen).
Management Board
The Management Board is responsible for the day-to-day management of the Issuer’s operations under the supervision of the Supervisory Board. The Management Board is required to keep the Supervisory Board informed, and to consult with the Supervisory Board, on important matters and to submit certain important decisions to the Supervisory Board for its approval, as more fully described below. The chairman of the Management Board shall be elected by the General Meeting. The General Meeting determines the exact number of members of the Management Board.
A member of the Management Board is appointed for a maximum period of four years, provided that, unless a member of the Management Board resigns before, his term of appointment will end at closing of the first General Meeting to be held in the fourth year following the year of his appointment. A member of the board of managing directors may be reappointed subject to the provisions set out in the previous sentence. The articles of Association do not include any nomination rights in connection with the appointment of members of the Management Board. The General Meeting may suspend or dismiss Management Board members at any time. The Supervisory Board may also suspend Management Board members at any time, for a maximum period of up to three months. The suspension may at all times be revoked by a majority vote of the General Meeting.
Under the Articles of Association, all resolutions of the Management Board must be adopted by an absolute majority of the votes cast. Resolutions of the Management Board require approval of the General Meeting when these relate to an important change in the identity or character of the Issuer or its business.
Under the Articles of Association, the Supervisory Board may resolve that specific actions of the Management Board must be approved by the Supervisory Board. The actions of the Management Board that are subject to this veto right by the Supervisory Board must be clearly specified and communicated to the Management Board in writing.
Supervisory Board
The Supervisory Board is responsible for supervising the conduct of and providing advice to the Management Board and for supervising the Issuer’s business generally. In performing its duties, the Supervisory Board is required to take into account the interests of the Issuer’s business. The members of the Supervisory Board are not authorised to represent the Issuer in dealings with third parties, unless explicitly appointed by the Supervisory Board in the event of a conflict of interest of the Managing Board members.
A member of the Supervisory Board is appointed for a maximum period of four years, provided that, unless a member of the Supervisory Board resigns before, his term of appointment will end at closing of the first General Meeting to be held in the fourth year following the year of his appointment. A member of the board of supervisory directors may be reappointed subject to the provisions set out in the previous sentence. After holding office for four years, supervisory directors are eligible for re-election only twice for a full period of four years. The articles of Association do not include any nomination rights in connection with the appointment of members of the Supervisory Board. The General Meeting may suspend or dismiss Supervsiory Board members at any time.
The Supervisory Board must have at least three members. The exact number of members of the Supervisory Board is determined by the General Meeting. The Supervisory Board will appoint a chairperson, and may appoint a vice-chairperson, from amongst its members. The General Meeting may at any time suspend or dismiss Supervisory Board members. The Articles of Association provide that the terms of office of the Supervisory Board members will expire periodically in accordance with a rotation plan drawn up by the Supervisory Board.
The Supervisory Board has prepared a profile (profielschets) of its size and composition, which takes into account the character of the business, its activities and the desired expertise and background of the Supervisory Board members.
Under the Articles of Association, the Supervisory Board can only adopt resolutions by an absolute majority of the entire number of members of the Supervisory Board. Each member of the Supervisory Board is entitled to one vote.
Members of the Management and Supervisory Boards and Senior Management Management Board
As at the date of this Prospectus, the Management Board is composed of four members. The table below sets forth the names, positions, election date, and terms of office of the current members of the Management Board.
Name Position Date of appointment Expiration of the office term
Jiři Bunda Chairman of the Management Board 9 September 2010 at the General Meeting held in 2014
Wilfred Thomas Walsh Vice chairman of the Management Board 9 September 2010 at the General Meeting held in 2014
Jana Galacova Member of the Management Board 9 September 2010 at the General Meeting held in 2014
Richard van Bruchem Member of the Management Board 9 September 2010 at the General Meeting held in 2014
The business address of the members of the Management Board is the Issuer’s principal place of business at Strawinskylaan 809 WTC T.A/L 8, 1077XX Amsterdam, the Netherlands.
A brief description of qualifications and professional experience of the members of the Management Board is presented below.
Jiři Bunda
Jiři Bunda has held the position of the chairman of Issuer’s Management Board since September 2010. In the years 1997 - 2002, he was employed in GE Capital Czech Republic and Slovakia, starting as a sales trainer and then, after promotion was sales finance manager. Furthermore, in the years 2006 - 2009, Jiři Bunda was associated with Zepter International, where he held post of general manager in the both Czech Republic and Slovakia and then in Russia.
As a part of increasing his professional qualifications, Jiři Bunda took part in numerous trainings and professional courses, including courses Six Sigma – Black Belt (2000), Project Management Process and Leadership organised by Team Technologies and numerous trainings for top management in years 2007-2009 by Business Success.
Wilfred Thomas Walsh
Wilfred Thomas Walsh has been a vice chairman of the Management Board since September 2010. He started his career in 1994 in HMV Group Limited, where he was a managing director in Germany and operation director in the United Kingdom. In years 2000- 2007 he held managerial position in Gala Coral Group, Bookmaker Afternoon Greyhound Services Limited (2002-2007) and Tote Direct Limited (2003-2005). Moreover, in December 2009 he was appointed as a non executive director in British Horseracing Association (Racing For Change). Since April 2009, he has been a partner in Predict (Performance Improvement Limited). He started to cooperate with the Group in 2009 as external strategic advisor.
Wilfred Thomas Walsh has a university degree, gained at the Law Faculty of University of Leeds in 1983. Subsequently, in 1985, he became a Chartered Fellow of the Institute of People Development in Thames Valley University.
Richard van Bruchem
Richard van Bruchem has been a member of the Issuer's Management Board since September 2010. He posses a large amount of experience in accounting and management gained through work at key positions in numerous companies from the late 1980's. Richard van Bruchem's recent track record includes work as a financial director at, inter alia, ING Management B.V., Orangefield Trust B.V. and, eventually, at Avis Financial Corporation where has been a Member of the management committee and the managing director since 2008.
Richard van Bruchem holds Bachelor degrees in Business Administration from Amsterdam's Hogeschool Markus Verbeek and Business Economics from Breda's Hogeschool Brabank and a Master degree in Accounting and Controlling from Nyenrode Business University in Breukelen. He also obtained a certificate of Executive Programme in Strategic Management from RSM Erasmus University of Rotterdam.
Jana Galacova
Jana Galacova was appointed to the Issuer's Management Board in September 2010. She worked as an accountant for the most renowned and prestigious international and domestic consulting companies including Dutch branches of Deloitte and Touche, Ernst&
Young and Finsens. Between 2006 and 2010 Ms. Galavcova was Senior Business Consultant at Atos Consulting in Utrecht. In February 2010 she founded her own ChanceOn Interim company based in Zwaag.
The following table sets out past and current directorships held by the Issuer’s Management Board in the past five years:
Name Positions held
Jiři Bunda Current directorships:
Fortuna SazKan - member of the management board (from 2010) Fortuna GAME - member of the management board (from 2010)
Richard van Bruchem Former directorships:
General Continental Properties B.V. - member of the management board (2007-2008) General Continental Netherlands B.V. - member of the management board (2007-2008) Canandaigua B.V. - member of the management board (2007-2008)
PR Ventures B.V. - member of the management board (2007-2008)
General Continental Netherlands II B.V. - member of the management board (2007-2008) Daiwa Securities SMBC Asia Holding B.V. - member of the management board (2007-2008) Protoned B.V. - member of the management board (2007-2008)
Uralita Holding B.V. - member of the management board (2007-2008) Coöperatieve Peacefield UA - member of the management board (2007-2008) Peacefield Holdings N.V.- member of the management board (2007-2008) Afrosi Holdings B.V.- member of the management board (2007-2008) Current directorships:
Avis Corporate Services B.V. – member of the management board (from 2009) Avis Accounting B.V.- member of the management board (from 2009) Avis Trust Group B.V.- member of the management board (from 2009) Avis Holding B.V. - member of the management board (from 2009) BPO Solutions B.V. - member of the management board (from 2008) R2 Holding B.V. - member of the management board (from 2008)
BV Investeringen Sinds 1391 - member of the management board (from 2008) Stichting Kunstbezit ‘s-Graveland - member of the management board (from 2008) Trust Company Amsterdam B.V. – managing director (from 2010)
Wilfred Thomas Walsh Current directorships:
Gala Coral Group – non-executive director of the board of directors (from 2010)
Supervisory Board
As at the date of this Prospectus, the Supervisory Board is composed of four members. The table below sets forth the names, positions, election date, and terms of office of the current members of the Supervisory Board.
Name Position Date of appointment Expiration of the office term
Jozef Janov Chairman of the Supervisory Board 27 September 2010 at the General Meeting held in 2014
Václav Brož Member of the Supervisory Board 27 September 2010 at the General Meeting held in 2014
Michal Horáček Member of the Supervisory Board 27 September 2010 at the General Meeting held in 2014
Martin Kúšik Member of the Supervisory Board 27 September 2010 at the General Meeting held in 2014
The business address of the members of the Supervisory Board is the Issuer’s principal place of business at Strawinskylaan 809 WTC T.A/L 8, 1077XX Amsterdam, the Netherlands.
A brief description of qualifications and professional experience of the members of the Supervisory Board is presented below. Jozef Janov
Jozef Janov has been a chairman of the Supervisory Board since September 2010. He has been working for the Selling Shareholder since 2003, starting as investment manager and then investment director. Currently as a managing partner in Poland, he coordinates the Selling Shareholder's investments in this market.
In 2003, Jozef Janov graduated from University of Economics in Bratislava and Martin-Luther University Halle-Wittenberg specialising in international finance and banking. As a part of increasing his professional qualifications, Jozef Janov took part in numerous financial and accounting courses organised by Euromoney, Societe Generale, Martin-Luther University Halle-Wittenberg.
Václav Brož
Václav Brož has been a member of the Supervisory Board since September 2010. In 2001, he commenced his professional activity in Komise pro cenné papíry, where he worked till 2004. He has been with the Selling Shareholder’s group since 2004, previously as an investment analyst and then investment manager.
Václav Brož has a university degree gained at University of Economics in Prague in 1999.
Michal Horáček
Michal Horáček has been a member of the Supervisory Board since September 2010. He started to cooperate with the Group as chairman of the Fortuna SazKan management board. He held this position from 1990 to 2004. Subsequently he held various lecturers positions at Charles University in Prague and Masaryk University in Brno and regularly contributed to Business Daily. He is also an author of lyrical “Kudykam”. He is an owner of Kudykam s.r.o. and a member of the supervisory board in Knihovna Václava Havla.
Michal Horáček graduated from the Charles University Prague, Faculty of Humanities, and from Macalester College, St. Paul, Minnesota, USA (American Studies). Currently, he is a doctoral student in anthropology at the Faculty of Humanities, the Charles University Prague.
Martin Kúšik
Martin Kúšik was appointed to the Supervisory Board in September 2010. He is one of the founders of the Selling Shareholder group and since 1999 he has been responsible for different projects. Currently he holds a position in management boards in PFSE, a.s. and WFSE, a.s., as well as in supervisory board of Penta Reality a.s. He is also a shareholder of Penta Holding Limited and Belet Holdings Limited.
In 1992 Martin Kúšik graduated from the law faculty in Charles University Prague, after which, in 1995 he gained a PhD in law. The following table sets out past and current directorships held by the Issuer’s Supervisory Board in the past five years:
Name Positions held
Jozef Janov Former directorships:
Fortuna SK - member of the supervisory board (2005 – 2006) Fortuna PL - member of the management board (2005 – 2007) Fortuna SazKan- member of the management board (2005) Zabka, a.s. – chairman of the management board (2007 -2010)
Severomoravské vodovody a kanalizace Ostrava a.s. - member of the management board (2004-2006) Novoker, a.s. - chairman of the management board (2005 -2007)
Riverhill - member of the management board (2004 - 2005) Helatia, a.s. - member of the management board (2004 - 2005) Alicela - member of the management board (2004 - 2005) El Rancho, a.s. - member of the management board (2005) Mediclinic, a.s. – chairman of the supervisory board (2007-2008) Letiště Vodochody, a.s. - chairman of the supervisory board (2007-2008) Clanton, a.s.- member of the management board (2004 - 2005)
Current directorships:
Zabka Polska S.A. - chairman of the supervisory board (from 2007) Zabka, a.s. - chairman of the supervisory board (from 2010) Okna Rąbień S.A. - chairman of the supervisory board (from 2009) Noves okna, s.r.o. - chairman of the supervisory board (from 2009) Oakfield, a.s. - member of the management board (from 2005) Keladone, a.s. - chairman of the supervisory board (from 2010)
Name Positions held
Václav Brož Former directorships:
Helatia, a.s.- member of the management board (2005 – 2009) Medireco, a.s. - member of the management board (2006 – 2008) Helatia, a.s.- member of the management board (2005 - 2009) Davonet Ltd - member of the management board (2007 - 2008) Tes Vsetín, s.r.o. - executive director (2008 – 2009)
MobilKom, a.s. - member of the supervisory board (2006 - 2008) Steelco, a.s. - member of the supervisory board (2005 - 2009) Keladone, a.s. - member of the supervisory board (2009 - 2010)
Current directorships:
Tes Vsetín, a.s. - member of the management board (from 2008) Vinipreg, a.s. - member of the management board (from 2009) MobilKom, a.s. - member of the management board (from 2008) Inovatel sp.z o.o. - member of the management board (from 2006) Alicela - member of the management board (from 2005)
Riverhill - member of the supervisory board (from 2009)
Michal Horáček Current directorships:
Knihovna Václava Havla – member of the supervisory board (from 2007)
Martin Kúšik Former directorships:
Penta Investments, a.s. - member of the supervisory board (2007) Elban, a.s. - chairman of the supervisory board (2002 - 2006)
Current directorships:
PFSE, a.s. - member of the management board (from 2003) WFSE, a.s. - member of the management board (from 2002) Penta Reality, a.s. - chairman of the supervisory board (from 2007)
The Management Board is supported by the following members of the management team (“Senior Management”):
Name Position
Marek Biely General manager Fortuna SK, Chairman of the management board in Fortuna SK
Aleš Dobeš General manager Fortuna PL
Michal Hanak Head of Bookmaking Department
Oldřich Hollmotz Chief Information Officer
Ladislav Làla Chief Operations Officer
Antonin Laš Advisor to management of FortunaWin
Martin Todt General manager Fortuna SazKan and Fortuna GAME, Head of Risk Department
Michal Vepřek Chief Financial Officer
Members of the Senior Management are country managers and heads of Group’s crucial departments subordinated to the Issuer’s chairman of the Management Board. Moreover, they communicate with the following departments: betting services and products, sales, finance, marketing, projects, IT, legal, back office, human resources and PR & investor relations, Issuer’s chairman of the Management Board
Local managers report to both the country managers and product supervisor at head office.
The business address of Marek Biely is the Fortuna SK’s principal place of business at Einsteinova 23-25, Bratislava 851 01, Slovakia.
The business address of Aleš Dobeš is the Fortuna PL’s principal place of business at Bielska 47, 43-400 Cieszyn, Poland.
The business address of Antonin Laš is the FortunaWin’s principal place of business at Villa Seminia, 8, Sir Temi Zammit Avenue, Ta’ Xbiex XBX1011, Malta.
The business address of Michal Hanak, Oldřich Hollmotz, Ladislav Làla, Martin Todt and Michal Vepřek is the Fortuna SazKan’s principal place of business at Praha 7, Jankovcova 1596/146, Post Code 170 00, the Czech Republic.
A brief description of qualifications and professional experience of the Senior Management is presented below. Marek Biely
Marek Biely is a general manager and chairman of the management board of Fortuna SK. He started his career in Všeobecná úverová banka, a.s., as a business analyst (1993-1994) and risk manager (1997-2001). In the meantime (1994-1996), he cooperated with Poštová banka where he was responsible for internal audit and risk analysis. He was associated with the Selling Shareholder from 2001 to 2006 working as an investment analyst. Marek Biely has been with Fortuna SK since 2006.
Marek Biely gained a university degree in 1993 from the Economic University in Bratislava. Aleš Dobeš
Aleš Dobeš is a general manager of Fortuna PL. In the years 2003-2006 he cooperated with Tchas, spol. s r. o., závod Ingstav Ostrava, firstly as an economist and then deputy commercial director specialising in tenders. Since 2006, he has been associated with Fortuna PL, and since February 2010 he has been a member of the supervisory board in Fortuna SK.
Aleš Dobeš is a graduate from Vysoká škola báňská – Technická univerzita Ostrava (2001) and he is currently preparing his doctorate at the same university.
Michal Hanak
Michal Hanak has been a head of Group bookmaking department since 2005. He started his work in Fortuna in 1996 as a trader. In years 1991 – 1998 Michal Hanak worked with different betting companies, such as Pari, Tipsport and PSK (Croatia) and also on the