Supervisory Board of Estonian Company. Composition & Charge.
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.
The members of the Supervisory Board shall be elected from persons having sufficient knowledge and experience for participation in the work of the Supervisory Board.
Upon the election of a member of the Supervisory Board, the nature of the Supervisory Board’s and the Issuer’s activities, the risks of conflict of interests and if necessary the age of the potential member shall be taken into account.
The membership of the Supervisory Board shall be sufficiently small to ensure efficient management and sufficiently large to involve necessary know-how.
At least half of the members of the Supervisory Board of the Issuer shall be independent. If the Supervisory Board has an odd number of members, then there may be one independent member less than the number dependent members.
An independent member is a person, who has no such business, family or other ties with the Issuer, a company controlled by the Issuer, a controlling shareholder of the Issuer, a company belonging to the Issuer’s group or a member of a directing body of these companies, that can affect their decisions by the existence of conflict of interests. The independence requirements are presented in the annex of the Corporate Governance Recommendations.
No more than two previous members of the Management Board having been members of the Management Board of the Issuer or a company controlled by the Issuer within the past three (3) years shall be members of the Supervisory Board at the same time.
A member of the Supervisory Board and the Chairman of the Supervisory Board in particular shall ensure that they have enough time to perform the duties of a Supervisory Board member.
Upon determination of the remuneration of members of the Supervisory Board, the General Meeting shall take into consideration the duties of the Supervisory Board and their scope and the economic situation of the Issuer. Based on the nature of the Chairman of the Supervisory Board’s work, the related requirements of that work may be taken into consideration upon determination of remuneration amount.
The amount of remuneration of a member of the Supervisory Board shall be published in the Corporate Governance Recommendations Report, indicating separately basic and additional payment (incl. compensation for termination of contract and other payable benefits).
If a member of the Supervisory Board has attended less than half of the meeting of the Supervisory Board, this shall be indicated separately in the Corporate Governance Recommendations Report.