Duties of the Supervisory Board

Duties of the 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.

Duties of the 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

The duty of the Supervisory Board is to manage internal control of the Management Board activities.

The Supervisory Board shall participate in making important decisions relating to the activities of the Issuer. The Supervisory Board shall act independently and in the best interests of the Issuer and all shareholders.

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Clause 2

The Supervisory Board shall determine and regularly review the Issuers strategy, general plan of action, principles of risk management and annual budget. The Supervisory Board shall together with the Management Board ensure long-term planning of the Issuer’s activity.

The Chairman of the Supervisory Board shall maintain regular contact with the Management Board, in particular with the Chairman of the Management Board and shall discuss with them the issues related to the Issuer’s strategy, business activity and risk management.

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The Chairman of the Management Board shall promptly inform the Chairman of the Supervisory Board of any significant event, which may affect the Issuers development and management. The Chairman of the Supervisory Board shall inform the Supervisory Board of it and call an Extraordinary Meeting of the Supervisory Board if necessary.

Clause 3

The Supervisory Board shall regularly assess the activities of the Management Board and its implementation of the Issuer’s strategy, financial condition, risk management system, the lawfulness of the Management Board activities and whether essential information concerning the Issuer has been communicated to the Supervisory Board and the public as required.

Upon the establishment of committees (audit committee, remuneration committee etc.) by the Supervisory Board, the Issuer shall publish on its website their existence, duties, membership and position in the organization. Upon change of the committee structures, the Issuer shall publish the content of such changes and the period during which the procedures are in effect.

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Clause 4

The Chairman of the Supervisory Board manages the work of the Supervisory Board.

The Chairman of the Supervisory Board shall determine the agenda of the Supervisory Board meeting, chair meetings, monitor the efficiency of the Supervisory Board’s work, organize the transmission of information to the members of the Supervisory Board, ensure that the Supervisory Board has enough time to prepare for decisions and examine information and represent the Supervisory Board in communications with the Management Board.