Announcements

Corporate governance

Posted on 04.04.2007

General meeting

The Company's highest governing body is the General Meeting of Shareholders. Each shareholder of Olympic Entertainment Group AS may attend the General Meeting where he or she may speak on any agenda item, may ask questions and may make proposals. The Company gives notice of a General Meeting on the website of the Tallinn Stock Exchange, on its own website at www.olympic-casino.com, and in at least one national daily newspaper. General Meetings may be attended by shareholders and their duly appointed proxies holding proper letters of authorisation.

The Company's Management and Supervisory Boards provide shareholders with all relevant information required for making decisions at the General Meeting and make all materials relevant to the agenda items available to the shareholders. The agenda of a General Meeting is published in the notice of the General Meeting, on the Company's website and on the website of the Tallinn Stock Exchange. Shareholders can review the proposals made and the arguments and explanations provided by the Supervisory Board before the General Meeting on the Company's website and on the website of the Tallinn Stock Exchange. In addition, shareholders may send questions about the agenda items by email to info@ocg.ee.

The Company does not make observing and attending General Meetings possible through electronic channels because there is no explicit need for it and it would be costly (CGR 1.3.3.).

In 2009, the Annual General Meeting of Shareholders convened at 3 June in the Park Lounge of Reval Park Hotel & Casino, Kreutzwaldi 23, Tallinn. The meeting began at 11 a.m. and ended at 12 p.m. The Chairman of the Supervisory Board Armin Karu, member of the Supervisory Board Jaan Korpusev and member of the Management Board Andri Avila attended the meeting.

Members of the Supervisory Board Liina Linsi, Peep Vain and the auditor whose presence was not necessary (CGR 1.3.2) did not attend the Annual General Meeting of Shareholders of 3 June 2009.

Shareholders representing 82,93% shareholding were present at the Annual General Meeting. Under the Articles of Association of Olympic Entertainment Group AS, the General Meeting has a quorum when more than half of the votes represented by shares are present. Accordingly, the meeting had the quorum required for passing resolutions.

In 2009, there no extraordinary general meetings were held.

 

Management Board

The Management Board is completely independent in matters concerning the daily management of the Company and acts in the best interests of all shareholders, ensuring the sustainable development of the Company in accordance with set objectives and adopted strategies, and the implementation and execution of appropriate internal control and risk management procedures.

Until 30 September 2009, the Management Board had one member - Andri Avila. From 1 October 2009, the Management Board has two members - Indrek Jürgenson and Kristi Ojakäär. Member of the Management Board Indrek Jürgenson is responsible for general management and implementation of development projects. Member of the Management Board Kristi Ojakäär is responsible for financial management and investor relations. The Supervisory Board of Olympic Entertainment Group AS elects members of the Management Board for three years.

The principles of paying remuneration to the members of the Management Board are decided by the Supervisory Board in conformity with the requirements of the CGR. The Management Board's bonus systems are based on board members' responsibilities and the attainment of specific, comparable and previously set targets. The Company has granted share options to the member of the Management Board (for further information, please refer to the Staff section of the Management report).

The Company does not disclose the benefits, including basic remuneration, performance pay, and termination and other benefits, paid to each member of the Management Board because this constitutes sensitive personal information and its disclosure is not imperative for evaluating the Company's performance and management (CGR 2.2.7.). The aggregate amount of the benefits paid to members of the Management Board is presented in the Staff section of the Management report.

The members of the Management Board avoid conflicts of interest and observe the prohibition on competition.

 

Supervisory Board

Until 3 June 2009, the Company’s Supervisory Board had six members – Armin Karu, Jaan Korpusov, Liina Linsi, Peep Vain, Mart Relve and Anders Galfvensjö. At the annual regular meeting of shareholders held at 3 June 2009, the Company decide to recall the members of the Supervisory Board Mart Relve and Anders Galfvensjö.

The Supervisory Board is elected for a term of five years. The terms of office of Jaan Korpusov, Liina Linsi and Peep Vain will expire at 11 September 2011. The term of office of Armin Karu will expire at 13 August 2013.

The Chairman of the Supervisory Board is Armin Karu. Independent members of the Supervisory Board are Liina Linsi and Peep Vain. All members of the Supervisory Board have the knowledge and experience required for performing their duties and act in accordance with effective legislation and the Corporate Governance Recommendations. The Supervisory Board supervises the activities of the Management Board and participates in the adoption of all significant decisions, acting in the best interests of all shareholders. The Supervisory Board meets according to need but not less frequently than once every three months. The Supervisory Board approves the Company's strategy, activity plans, risk management policies, annual budgets and investment plans and performs other duties vested in the Supervisory Board. The Supervisory Board evaluates the performance of the Management Board in implementing the Company's strategy on a regular basis. The Supervisory Board has not formed any committees.

In 2009, all members of the Supervisory Board other than Anders Galfvensjö attended all meetings of the Supervisory Board. Mr Galfvensjö was out of the country at the time of these meetings. The members of the Supervisory Board avoid conflicts of interest, act in the best interests of all shareholders and observe the prohibition on competition. The Supervisory and Management Boards cooperate closely for better development of the Company, acting in conformity with the Company's Articles of Association. In data exchange and communication, all members of the Supervisory and Management Boards follow the confidentiality protocol. The Management Board ensures that the confidentiality protocol is also observed by the Company's employees who have access to price sensitive information.

The Company does not disclose the benefits, including basic remuneration, additional remuneration, and termination and other benefits, paid to each member of the Supervisory Board because this constitutes sensitive personal information and its disclosure is not imperative for evaluating the Company's performance and management (CGR 3.2.5.) The aggregate amount of the benefits paid to the members of the Supervisory Board is presented in the Staff section of the Management report.

 

Disclosure of information, financial reporting and auditing

The Company follows all information disclosure requirements provided in the CGR and treats all shareholders equally. All required information and financial statements are made available in Estonian and in English on the Company's website and the website of the Tallinn Stock Exchange, and in English and in Polish on the website of the Warsaw Stock Exchange.

Data exchange with the media and analysts is organised with due consideration and care, and without jeopardising the independence of the parties. The Company did not hold any press conferences in 2009. The Company will publish the time and location of its future press conferences and the content of its presentations on its corporate website (CGR 5.6.).

The Company publishes annual and interim reports. The Management Board prepares the consolidated annual financial statements which are reviewed by the Supervisory Board and audited by the auditor. The annual report is presented to the shareholders together with the Supervisory Board’s written report on the annual report.

Transactions performed with related parties are disclosed in the notes to the consolidated annual financial statements (Note 31).

On giving notice of the Annual General Meeting, the Supervisory Board will make information on the candidate for the Company's auditor available to shareholders. In making its decision, the Company observes the auditors’ rotation requirement. Before signing the audit services contract, the Management Board will submit a draft of the contract for approval to the Supervisory Board.

The Company`s Supervisory Board approved the audit services provided by PricewaterhouseCoopers AS in 2009. The auditor is remunerated in accordance with the contract signed with PricewaterhouseCoopers AS that specifies, among other things, the auditor's obligations and responsibilities in auditing the Company. According to the Company's information, the auditor has performed all its contractual obligations and has performed the audit in accordance with International Standards on Auditing.

The Company does not disclose the amount of the audit fee because its non-disclosure does not affect the reliability of the audit services provided by the auditor (CGR 6.2.1.).

« Back to list