Supervisory Board of Estonian Company. Conflict of Interests.
Supervisory Board of Estonian Company. Conflict of Interests.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
Members of the Supervisory Board shall prevent conflict of interests from arising through their activities. Members of the Supervisory Board shall give preference to interests of the Issuer over their own or those of a third party upon his word as a member of the Supervisory Board. Members of the Supervisory Board shall not use business offers addressed to the Issuer for their personal interests.
The Supervisory Board shall operate in the best interests of the Issuer and all shareholders.
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Clause 2
A Supervisory Board member candidate shall inform other members of the Supervisory Board about the existence of conflict of interests before their election and immediately upon arising of it later. Members of the Supervisory Board shall promptly inform the Chairman of the Supervisory Board and Management Board regarding any business offer related to the business activity of the Issuer made to him, a person close to him or a person connected with him.
All conflicts of interests that have arisen in preceding year shall be indicated in the Corporate Governance Recommendations Report along with their resolutions.
The persons close to a member of the Supervisory Board are spouses, a minor child and a person having shared a household with them for at least one year. Persons connected with a member of the Supervisory Board are 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 person close to them or which is made for their benefit or the benefit of a person close to them and which economic interests are to a significant extent similar with their economic interests or the economic interests of a person close to them.
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Clause 3
A member of the Supervisory Board shall resign or be removed if their conflict of interests is of material and permanent nature.
Clause 4
A member of the Supervisory Board shall strictly adhere to the prohibition of competition prescribed by the Commercial Code (Commercial Code § 322) and shall promptly inform other members of Supervisory Board of their intention to engage in an enterprise in the same field of activity as the Issuer.
