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Board dismissal: challenges, practice and expert perspective

Founder and Managing Partner, mag. Uroš Ilić, participated in this year’s Corporate Governance Conference 2025, held on November 7 at the Kristalna Palača in Ljubljana. The event was organized by the Slovenian Directors’ Association (ZNS).

The theme of this year’s conference focused on the current challenges associated with the dismissal of board members, which has become particularly relevant in light of warnings from the Commission for the Prevention of Corruption (KPK) regarding corruption risks arising from the resignation of the CEO of one of the state-owned companies. The event provided insights into the practical and legal challenges that supervisory boards face when handling the early termination of executive mandates, including dismissals and oversight of disputed management transactions – areas that are central to modern corporate governance.

Special attention was given to practical examples and case law, helping supervisory boards understand how to carry out lawful and well-considered dismissals. The importance of swift yet careful action was also highlighted, as it is essential for ensuring stable management, legal compliance, and the protection of the company’s interests.

As one of Slovenia’s leading voices in corporate governance, board dynamics, and shareholder relations, Uroš joined a panel discussing board actions in cases of early termination, dismissals, and oversight of disputed management transactions – topics at the heart of modern governance challenges.

Deciding on the dismissal of board members is one of the most complex and sensitive actions in corporate governance. Such procedures have significant implications for the company and stakeholders, and often lead to litigation. Uroš highlighted key criteria for assessing the legality of dismissals, the importance of proper reasoning in decision-making, and the legal consequences of procedural errors.

Special emphasis was placed on case law, which increasingly shapes the standards of diligent conduct for supervisory boards. A case of a board dismissal that successfully withstood judicial review was presented – providing valuable practical insights into the complexity and importance of legally sound decision-making.

ODI Law’s participation in this pivotal event demonstrates our expertise and active role in shaping corporate governance standards in Slovenia, contributing to responsible and professional leadership in business.