Stockholder

Stockholder is a person entered in the stockholders’ register and holding one or more stocks in the company.

Management

The Meeting of Stockholders

The meeting of stockholders is the highest management body of AS (stock company), which has the right to decide on any issue. Only the meeting of stockholders is entitled to make decisions on the amendment of the articles of association, increase or decrease of the equity etc. 

Management Board

The executive body of a company is the management board that manages and represents AS (stock company).

The management board may consist of one or more members. The chairman of the management board may be elected amongst the members. The chairman organises the activities of the management board.

The members are elected for an indefinite period of time, unless a fixed term of office is set out in the articles of association.

All members of the management board have representation rights laid down in the articles of association. The members may have individual or joint representation rights. In determination of representation rights, the principle of granting real representation rights to every member of the board should be followed. For example, if there are two members of the board, one member should not have individual representation rights while the other it granted joint representation rights, because the other member would only have formal representation rights, instead of real ones in such situation.

A member of the management board may not be a member of the supervisory board of the company, an auditor of the company or a member of the supervisory board of the dominant undertaking within the group of companies.

Supervisory Board

The supervisory board is a body monitoring the activities of the management board and representing the interests of stockholders between the meetings.

When establishing the supervisory board, it may be composed of 3 to 20 members, based on the articles of association. The chair and the deputy chair may be elected amongst the members of the supervisory board.

The supervisory board is elected for an indefinite period of time, unless otherwise specified in the articles of association.

A member of the supervisory board may not be a member of the management board, a procurator or a person acting under a commercial power of attorney of the same company, as well as a member of the management board of a company controlled by this company or a person authorised to represent the company controlled by this company.

Only a person who is not a subject to a prohibition to hold these offices and who has not been included in the State Revenue Service’s risk group list may be elected as a member of the management board or of the supervisory board.