Publication of Information. Corporate Governance in Estonia.
Publication of Information. Corporate Governance in Estonia. 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.
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 Issuer shall treat all shareholders equally and shall notify all shareholders equally of material circumstances.
Upon notification of shareholders and investors the Issuer shall use proper information channels, including his own web site. The equal treatment of shareholders principle shall not affect the Issuer’s right to delay publication of inside information and to deliver the unpublished inside information to persons entitled to receive it.
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Clause 2
The web site of the Issuer shall be clear in structure and published information shall be easy to find. Published information shall also be available in English.
The Issuer shall publish the disclosure dates of information subject to disclosure throughout a year (including the annual report, interim reports and notice calling a general meeting) at the beginning of the fiscal year in a separate notice, called financial calendar. The Issuer shall also publish this notice on his web site.
Clause 3
On the Issuers web site the following shall be accessible to the shareholders:
- report on Corporate Governance Recommendations;
- date, place, and agenda of the General Meeting and other information
related to the General Meeting; - articles of association;
- general strategy directions of the Issuer as approved by Supervisory
Board; - membership of the Management Board and Supervisory Board;
- information regarding the auditor;
- annual report;
- interim reports;
- agreements between shareholders concerning concerted exercise of
shareholders rights (if those are concluded and known to the Issuer); - other information, published on the basis of the Corporate
Governance Recommendations.
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Clause 4
The Management Board and the Supervisory Board shall describe the management practices of the Issuer including their compliance with these Corporate Governance Recommendations in the annual report presented to General Meeting. If the management of the Issuer deviates from the management structure described in the Corporate Governance Recommendations the Management Board and Supervisory Board shall justify the deviation.
The Management Board and the Supervisory Board shall also describe in the report presented at the General Meeting any circumstances required under the Corporate Governance Recommendations.
Corporate Governance Recommendations shall be presented as separate chapter of management report.
Clause 5
If the Issuer notifies financial analysts or other persons of facts or estimates related to the Issuer, they shall also publish this information to shareholders the Issuer’s website.
Inside information disclosed at the General Meeting in response to questions presented by shareholders or other means and which has not been formerly disclosed shall be published by the Issuer immediately after holding of the General Meeting.
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Clause 6
The Issuer shall organize the exchange of information with journalists and analyst after a careful consideration. The Issuer shall refrain from compromising the independence of the analyst or the Issuer’s independence from analyst when communicating with analysts.
The Issuer shall disclose the dates and places of meetings with analysts and presentations and press conferences organized for analysts, investors or institutional investors on its website.
The Issuer shall not arrange meetings with analysts and presentations organized for investors directly before dates of publishing a financial report (interim reports, annual report).
