The “comply or explain” principle in the Republic of Slovenia

Abstract

Purpose

This paper aims to provide an overview of the quality of corporate governance (CG) disclosures in the framework of CGS and the “comply or explain” code principle in Slovenia. It aims to observe the differences among companies of the prime, standard and entry markets in terms of the differences in governance standards and regulatory frameworks.

Design/methodology/approach

This paper analyzes the historical development, legal approach and methods used in the regulation of the “comply or explain” principle in Slovenia. In the 2014 SEECGAN research – Slovenia, we measured the quality of CG by applying the newly created SEECGAN index methodology covering seven segments of CG and assessing 98 attributes. This paper upgrades the results of this research with additional case study research.

Findings

The analysis from 2011 to 2014 on the “comply or explain” principle showed a gradual improvement of transparency in Slovenian public companies. The 2014 SEECGAN research – Slovenia revealed that the number of specific and high-quality explanations of deviations has increased. The study in this paper showed that the governance practice in some cases is still not in line with code recommendations and does not disclose the deviations from the code.

Originality/value

Disclosures of the Slovenian public companies are presented for the period 2004-2018. This paper points out the improvements to be realized to change unsatisfactory practices. The measurement of the quality of CG by the 2014 SEECGAN research – Slovenia introduced a methodology, which could be recognized and improved by the EU and/or its member states.

Citation

Djokic, D. and Duh, M. (2018), "The “comply or explain” principle in the Republic of Slovenia", Corporate Governance, Vol. 18 No. 5, pp. 839-857. https://doi.org/10.1108/CG-09-2017-0230