Olympic Entertainment Group AS (hereinafter also referred to as the “Company”) observes applicable legislation, the rules of the Tallinn Stock Exchange, and the Corporate Governance Recommendations (CGR). The principles of the CGR which the Company does not comply with are explained below (in italics) together with references to relevant articles of the CGR.
General Meeting of Shareholders
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 and Warsaw Stock Exchanges. 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 and Warsaw Stock Exchanges. In addition, shareholders may send questions about the agenda items via email to email@example.com.
The Company does not make observing and attending General Meetings possible through communication channels to avoid excessive expenses and because of the lack of explicit need for it (CGR 1.3.3.).
In 2017, the Annual General Meeting of Shareholders convened on 20 April 2017 at the Conference centre of Hilton Tallinn Park (Kreutzwaldi 23, Tallinn, Estonia). The Chairman of the Supervisory Board Armin Karu, member of the Supervisory Board Jaan Korpusov, the Chairman of the Management Board Madis Jääger and the Member of the Management Board Meelis Pielberg attended the meeting.
The auditor whose presence was not necessary (CGR 1.3.2.) did not attend the Annual General Meeting of Shareholders at 20 April 2017.
Shareholders representing 72.24% 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.
The Management Board of Olympic Entertainment Group AS comprises two members, where the Chairman is Madis Jääger and member is Meelis Pielberg. The main area of responsibility of the Chairman of the Management Board Madis Jääger was general management, financial management and investor relations issues. Member of the Management Board Meelis Pielberg was responsible for casino operations and implementation of development projects. 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. The Supervisory Board of Olympic Entertainment Group AS elects members of the Management Board for a term up to 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 does not disclose 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 the members of the Management Boards of all Group entities in 2016 is presented in the “Personnel” section of the management report. The members of the Management Board avoid conflicts of interest and observe the prohibition on competition.
In 2017, the Company’s Supervisory Board had three members – Armin Karu, Jaan Korpusov and Liina Linsi. The Supervisory Board is elected for a term of five years. The terms of office of Jaan Korpusov and Liina Linsi will expire at 11 September 2018. The term of office of Armin Karu will expire at 13 August 2018.
The Chairman of the Supervisory Board is Armin Karu. Independent member of the Supervisory Board is Liina Linsi. 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 the need but not less frequently than once in 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 formed an Audit Committee.
All members of the Supervisory Board have attended all meetings of the Supervisory Board. 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 of all Group entities in 2016 is presented in the “Personnel” 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 on the website of the Warsaw Stock Exchange.
The Company has published its 2016 annual and 2017 interim reports. The Management Board prepares the consolidated annual financial statements which are audited by the auditor. Supervisory Board approves the annual report and the Management Board presents the annual report to General Meeting for approval. 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.
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 AS PricewaterhouseCoopers in 2016. The auditor is remunerated in accordance with the contract signed with AS PricewaterhouseCoopers 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.).
Pursuant to clause 99 (1) 1) and clause 13 (1) 1) of the Auditors Activities Act (came into force at 01.07.2010), Olympic Entertainment Group AS has the obligation to form an Audit Committee. The Audit Committee consists of two members: Chairman Liina Linsi and member Armin Karu.
The Audit Committee at Olympic Entertainment Group AS is an advisory body to the Supervisory Board in the areas of accounting, auditing, risk management, internal control and audit, supervision and budget preparation and in respect of the legality of the activities of the Supervisory Board.