Financial Reporting & Audit. Corporate Governance in Estonia.

Financial Reporting & Audit. 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.

Financial Reporting & Audit. Corporate Governance in Estonia.
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

Issuers shall publish annually its annual report and within a fiscal year its interim reports.

The Management Board shall draw up annual accounts, which shall be audited by the auditor and the Supervisory Board. On meeting of the Supervisory board, where the annual account shall be reviewed the auditor of the Issuer shall participate upon invitation of the Supervisory Board. Members of the Management Board of the Issuer and other persons belonging to management shall leave the meeting during the auditor reports the most material conclusions of audit.

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The shareholders shall be presented the annual report signed by members of the Management Board and the Supervisory Board for examination. Together with annual report, the Supervisory Board shall make available to shareholders the written report concerning the annual report specified in § 333 subsection 1 of Commercial Code.

The supervisory board shall review the annual report and shall prepare a written report concerning the annual report, which shall be presented to the general meeting. The supervisory board shall indicate in the report whether it approves the annual report prepared by the management board. In addition, the report shall indicate how the supervisory board has organised and managed the activities of the public limited company. [RT I 2009, 54, 363 - entry into force 01.01.2010].

Clause 2

The Issuer shall publish an annex of the annual accounts including a list of companies not belonging to the Issuer’s group, in which the holding of Issuer has significant importance to the Issuer. The Issuer shall disclose the business name, location, and size of the holding, area of activity, amount of share capital, and net profit or loss during the previous financial year of this company.

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Clause 3

Annexes to the annual accounts shall be contain information regarding the connections of the Issuer with shareholders which are deemed to be connected persons pursuant to standards of international financial reporting provided for in sub section 17 (2) of the Accounting Act.

A company, the securities issued by which are admitted for trading on a regulated securities market of Estonia or another State which is a contracting party to the EEA Agreement (hereinafter Contracting State), credit institution, financial holding company, mixed financial holding company, investment firm and insurance undertaking shall follow the directly applicable standard in the financial reporting.