Corporate Governance

07/04/2011

Joint Stock Company „Olainfarm” is managed by the General Meeting of Shareholders, Supervisory Council and the Management Board. Rights to participate in the management of the company can be exercised by the shareholders at the General Meeting of Shareholders. General Meetings of Shareholders are being convened at least once every year according to the procedures and in cases set forth by Latvian Commercial Law and other legislative acts. Over the years “Olainfarm” has put up its own tougher requirements for its practices related to technical issues of convening and holding General Meetings of Shareholders. Not only do these practices cover the formalities of the law, but also correspond to the requirements of un NASDAQ OMX Riga and the Latvian Central Depository. The current latest recommendations of NASDAQ OMX Riga and existing practices are formalized in the by-laws regulating the General Meetings of Shareholders, which are available here. Competence of General Meetings of Shareholders include approval of Company’s Annual Reports, allocation of its profits, changes to its share capital, new issues and conversions of shares, electing and revoking of members of Supervisory Council, Auditors, controllers, liquidators as well as other issues important for Company’s operations.

Council is a supervisory institution that represents the interests of shareholders between the General Meetings of Shareholders. Main tasks of the Council include constant supervision over activities of the Management Board, electing and revoking members of the Management Board. Meetings of the Supervisory Council are being convened upon necessity, but not rarer than once every quarter. Procedures for convening and holding the meetings of Supervisory Council are set forth by the legislative acts of the Republic of Latvia. A more detailed description about the procedures for convening and holding the meetings of the Supervisory Council are included in Company’s by-laws regulating the meetings of Supervisory Council, and they are available here. Supervisory Council is being elected for the period of three years. Usually Supervisory Council of “Olainfarm” consists from business people, specialists of pharmaceutical sector that are able to ensure qualified and objective supervision of operations of Company’s Management Board and can provide independent and professional advice, when necessary. Company’s financial reports include information on remuneration of the members of Supervisory Council.

Daily operations of a/s “Olainfarm” are organized and managed by Management Board. Management Board is elected for three years and its operations are led by Chairman of the Board. All Board members are highly qualified and experienced employees of a/s “Olainfarm” who, in addition to their duties of Board members are also managing different units of the Company. According to Company’s Articles of Association rights of the members of the Board to represent Company and sign documents on its behalf are organized in the following manner: Chairman of the Board and Vice Chairman of the Board are both entitled to represent the Company individually, while all other members of the Board may only represent the Company all together. Meetings of the Management Board are convened upon necessity up to several times a month. Procedures regulating the operations of the Management Board adopted by the Company are summarized in by-laws of the Management Board, which are available here. Members of the Management Board receive their remuneration for participation in the Management Board of the Company. In order to motivate members of the Management Board their remuneration is set as a percentage of Company’s operating inflows for a particular month. More detailed information about remuneration of members of Management Board is available in financial reports of the Company.

Company’s system of governance also includes managers of different structural units and specialists, responsible for implementation of decisions of Management Board and Supervisory Council as well as for management of their particular spheres of activity.

 

Corporate Governance Reports