One of the three Croatian representatives in the management of the oil company INA, Davor Mayer, said in a trial of former prime minister and Croatian Democratic Union (HDZ) leader Ivo Sanader on Thursday that changes to the shareholders' agreement between INA and the Hungarian oil company MOL had entirely transferred management rights in INA to the strategic partner MOL.
In this case Sanader is charged with having taken from MOL's director 10 million euros in bribes to enable MOL to take over management rights in INA, which was then to have divested its unprofitable gas business.
Mayer said that under the changes to the shareholders' agreement, adopted at the time of Sanader's term in office as Prime Minister, the operational management of the Croatian oil company was entirely transferred to MOL, namely to INA's management board chair who was appointed by MOL.
The witness explained that after changes to the shareholders' agreement, INA's management has six members, of whom three represent the Croatian side and three represent the Hungarian side. However, in cases of a tied vote, the deciding vote is that of INA's Hungarian management board chair.
The operational management of the company was thus completely transferred to the management board chair, said Mayer, adding that at the same time, the company's management was responsible for the operation of the company that was run by the management board chair as if he were director-general.
"That type of management does not exist in any company," Mayer said, adding that the management board members did not have the right to veto decisions they did not agree with, but could only warn about harmful moves.
He said that the management board members, apart from the management board chair, did not attend meetings of executive directors even though they had requested it in writing. However, as the Hungarian representatives on the board were against that request, the management board chair decided on the matter, turning down the request.
Taking the witness stand, Mayer said that before today's hearing the Hungarian members of INA's management board had reminded him of his obligation to protect business secrets, even though his employment contract made it clear that he had no such obligation if summoned by a court of law.
Apart from bribery charges, Sanader is indicted in this case also for war profiteering, namely for taking a commission from the Austrian Hypo bank from which Croatia in the early 1990s took a loan for the purchase of embassy buildings.
