Management Board of Estonian Company. Conflict of Interests.
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.
Members of the Management Board shall avoid conflicts of interests in their activity. Member of the Management Board shall not make decisions on the basis of their own interests or use business offers addressed to Issuer in their own interests.
Members of the Management Board shall inform the Supervisory Board and other members of the Management Board regarding the existence of a conflict of interests before the conclusion of a contract of service and immediately upon arising of it later. Members of the Management Board shall promptly inform other Management Board members and the Chairman of the Supervisory Board of any business offer related to business activity of the Issuer made to them, a person close to them or a person connected with them.
Persons close to members of the Management Board include spouses, children who are minors and persons having shared a household with them for at least one year. Persons connected with members of the Management Board include civil law partnerships or legal persons managed or controlled by them or persons close to them as well as the civil law partnerships or legal persons whose management is significantly influenced by them or persons close to them or which is made for the benefit of them or persons close to them and which economic interests are to a significant extent similar with their economic interests or economic interests of persons close to them.
The Supervisory Board shall approve the transactions which are significant to the Issuer and concluded between the Issuer and a member of its Management Board or another person connected/close to them and shall determine the terms of such transactions.
Transactions approved by Supervisory Board between the Issuer and a member of the Board, a person close to them or a person connected to them shall be published in the Corporate Governance Recommendations Report.
A member of the Management Board shall strictly adhere to the prohibitions of competition prescribed by the Commercial Code (Commercial Code § 312) and shall promptly inform the Supervisory Board of their intention to engage directly or indirectly in an enterprise in the same field of activity as the Issuer.
Members of the Management Board may engage in other duties alongside their duties as members of the Management Board only on approval of the Supervisory Board.
A member of the Management Board or employee of the Issuer shall not demand or take money or other benefits from third parties in connection with their work and shall not provide unlawful or ungrounded advantages to third parties in name of the Issuer.