Co-operation of Management Board and Supervisory Board
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Co-operation of Management Board and Supervisory Board

Co-operation of Management Board and Supervisory Board. This article is from the Corporate Governance Recommendations prepared on the basis of Estonian legislation, structure of shareholders of Issuers acting in Estonia and taking into account the main problems that arise in company management.
Co-operation of Management Board and Supervisory Board
These Corporate Governance Recommendations are to be carried out primarily by companies whose shares have been admitted to trading on a regulated market operating in Estonia ("Issuers"), except for investment funds registered as public limited companies.

Other companies may also choose to comply with these Corporate Governance Recommendations and shareholders and partners of such companies are encouraged to follow these principles upon organizing their management and management control of the company.

Clause 1

Management Board and Supervisory Board shall co-operate closely for the purpose of better protection of Issuer’s interests. The basis of this co-operation is first of all the open exchange of ideas between and within the Management Board and Supervisory Board.
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The Management Board and Supervisory Board shall jointly develop plans and principles of activities and strategy of the Issuer.

The Management Board shall operate under strategic guidelines provided by the Supervisory Board and shall discuss its strategic management questions with the Supervisory Board regularly.

The Management Board and Supervisory Board shall disclose its respective division of tasks regarding the management of the Issuer to the extent not already provided in the articles of association. Upon changing the division of tasks they shall be publish the content of the change, the effect to the Issuer and the period of implementation.

Clause 2

The Management Board and the Supervisory Board shall jointly take steps to ensure that the mutual exchange of data shall be adequate and efficient.

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The Management Board shall inform the Supervisory Board regularly of all material circumstances, which pertain to planning of the Issuer’s activities, business activities, risks connected with its activities and management of those risks. The Management Board shall separately call attention to such changes in the business activities of the Issuer deviating from plans and purposes set formerly and indicate the reasons of such changes. The information shall be delivered promptly and shall cover all material circumstances.

The Supervisory Board shall specify the conditions for the delivery of information by the Management Board and its content. The Management Board shall send data necessary for the Supervisory Board decision-making, including the annual accounts, the annual accounts of the consolidation group and the auditor’s report to the Supervisory Board in sufficient time before the Supervisory Board meeting.

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Clause 3

The Members of the Management Board and Supervisory Board shall observe the rules of confidentiality upon organization of the mutual exchange of data ensuring above all the control over the transfer of price sensitive information.

The Management Board shall also ensure the observance of the rules of confidentiality employees of the Issuer, who access such information



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