Corporate governance report 2011

Corporate Governance Report 2011
As a company Harju Elekter follows the Articles of Association of the company, the relevant legislation of the countries in which it operates and as a public company, Harju Elekter also observes the rules of the Tallinn Stock Exchange, the Principles of the Corporate Governance Code and the requirements to treat investors and shareholders equally. Accordingly, Harju Elekter complies, in all material respects, with the provisions of CGC. Explanations for departures from CGC are provided below. In addition, our corporate governance report contains information on the annual general meeting of 2010, the supervisory board, the management board and explains Harju Elekter’s governance structure and processes.

CGC Article 1.3.3
An issuer shall make attendance and participation in the general meeting possible by means of communication equipment (e.g. the Internet) if the technical equipment is available and where doing so is not too cost prohibitive for the issuer.

Since Harju Elekter does not have the required technical equipment and acquisition of such equipment would be costly, currently attendance and participation in general meetings is not possible by means of communication equipment.

CGC Article 2.2.1
The Chairman of the Supervisory Board concludes a contract of service with the member of the Management Board on the fulfilment of his or her duties.
The Management Board of the company has just one member. Managing director/CEO is responsible for the performance of company’s strategic areas. He also concludes the contract.

CGC Article 2.2.7
The basic salary, performance pay, severance pay, other payable benefits and reward systems of each member of the Management Board, as well as their significant characteristics are presented in a clear and unambiguous form on the issuer’s website and in the CGC report. The presented data are considered clear and unambiguous if they directly express the extent of the expenses to the issuer or the extent of the likely expenses as of the day of disclosure.
The pay of a member of the Management Board is given to Managing Director/CEO. The rate of pay of a member of the Management Board and the severance pay is set out in the contract of service and shall not be disclosed to the public under an agreement between the parties. The manager is entitled to receive a severance payment in the amount of 10 months’ remuneration of a member of the Management Board.

Performance pay is paid to the members of the Management Board on an equal basis with the parent company’s administrative. The performance pay is distributed according to the basic salary and work performance and the performance pay of the members of the Management Board is approved by the Chairman of the Supervisory Board. 80% of the performance pay is paid by quarter; the remaining 20% is paid after the results of the financial year have been determined.

Managing Director/CEO is paid an annual bonus of 0.3% of the consolidated net profit (belonging to the owners of the parent company) in total. The annual bonus is approved by the chairman of the Supervisory Board and is paid after the group’s annual statement has been audited.

Additional remuneration for the length of employment is paid to all permanent employees (incl. Managing Director/CEO) on the basis of their length of employment, including permanent employment in the Harju Elekter Group. The rate of additional remuneration is up to 10% of the basic salary.

CGC Article 2.3.2
The supervisory council shall approve transactions that are significant to the issuer and are entered into between the issuer and a member of its management board, or another person connected or close to them, and shall determine the terms of such transactions. Transactions approved by the supervisory council between the issuer and a member of the management board, or a person connected or close to them, shall be published in the issuer’s Corporate Governance Report.In 2011 no such transactions were performed.

CGC Article 3.1.3
The Supervisory Board shall regularly assess the activities of the Management Board and its implementation of the Issuer’s strategy, financial condition, risk management system, the lawfulness of the Management Board activities and whether essential information concerning the Issuer has been communicated to the Supervisory Board and the public as required. Upon the establishment of committees (audit committee, remuneration committee etc.) by the Supervisory Board, the Issuer shall publish on its website their existence, duties, membership and position in the organization. Upon change of the committee structures, the Issuer shall publish the content of such changes and the period during which the procedures are in effect.
In June 2010 the Supervisory Board of AS Harju Elekter formed the Audit Committee of the company following the relevant requirement provided for by the Authorised Public Accountants Act, affirmed its Statutes and appointed Madis Talgre and Andres Toome as its members. The Audit Committee has the following tasks: observe and analyse the processing of financial information; the efficiency of risk management and internal audit; the process of audit control of annual accounts and consolidated accounts; the independence of the audit company and the auditor who represents the firm of auditors on the basis of law; as well as to submit proposals and recommendations to the Supervisory Council in issues provided by law. Details of the Audit Committee and its position in the organisation will be available on the company’s website.

CGC Article 3.2.5
The rate of the member of the Supervisory Board pay and the payment procedure established by the general meeting shall be presented in the issuer’s CGC report, separately pointing out the basic salary and additional remuneration (including severance pay and other payable benefits).
The shareholders’ general meeting of Harju Elekter has the competence to elect and approve the membership of the Supervisory Board and the term of its appointment. The shareholders’ general meeting which was held on 26.4.2007 appointed the membership of the Supervisory Board for the following 5 years, setting 8,000 kroons (511 euros) a month as the pay rate for a member of the Supervisory Board and 25,000 kroons (1,598 euros) a month for the Chairman of the Supervisory Board, while the Chairman of the Supervisory Board working as the company’s R&D manager shall be subject to the reward system used in AS Harju Elekter (see also CGC explanation for CGC Article 2.2.7). No severance pay is allotted to members of the Supervisory Board.

CGC Article 3.2.6
If a member of the Supervisory Board has attended less than half of the meeting of the Supervisory Board, this shall be indicated separately in the Corporate Governance Recommendations Report.
During the reporting year, there was only one member who attended less than half of the meetings.

CGC Article 3.3.2
A member of the supervisory council shall promptly inform the chairman of the supervisory council and the management board of any business offer related to the business activity of the issuer made to the member of the supervisory council or a person close or connected to the member of the supervisory council. All conflicts of interests that have arisen during the reporting year shall be disclosed in the Corporate Governance Report along with their resolutions.
Members of the Supervisory Board must avoid any conflict of interest and follow the requirements of prohibition on competition. The Supervisory Board and the Management Board work in close co-operation, acting according to the Articles of Association and in the best interests of the company and its shareholders. In 2011 no conflicts of interests occurred.

CGC Article 5.3
Among other things, the issuer’s general strategic trends approved by the Supervisory Board are available for shareholders on the issuer’s website.
The company’s Management Board believes that strategy is a business secret and should not be made public. However, the general trends and significant topics have been included in the Management Board’s management report published as a mandatory annex to the annual report.

CGC Article 5.6
The issuer discloses the times and places of meetings with analysts and of presentations and press conferences for analysts and investors or institutional investors on the issuer’s website. The issuer enables shareholders to participate in these events and makes presentations available on its website. The issuer shall not hold meetings with analysts or presentations for investors immediately before the dates of disclosure of financial reporting.
The company’s activities are always based on the principle of fair treatment of shareholders. Mandatory, significant and price sensitive information is first disclosed in the system of the Tallinn Stock Exchange and then on the company’s website. In addition, each shareholder has the right to request additional information from the company if necessary and to arrange meetings. The company’s Management Board does not consider it important to keep a time and agenda schedule of meetings with different shareholders. This rule applies to all meetings, including those immediately preceding the disclosure of financial reporting.

CGC Article 6.2
Electing the auditor and auditing the annual accounts.
The general meeting of the shareholders of Harju Elekter of 23.4.2009 elected an auditor for the company for the period 2009−2011; the elected auditor is the auditing company KPMG Baltics OÜ. Information on the auditor is available at the company’s website on the Internet. The auditor will receive remuneration according to a contract and the amount of the remuneration will not be disclosed under an agreement between the parties. Pursuant to the guidelines of the Financial Supervision Authority from 24.9.2003 – “On the rotation of the auditors of certain subjects of state financial supervision” – the company arranges rotation of the auditor, ensuring the independence of the auditor by changing the executive auditor at least once in every five years.

Governance principles and additional information
A public limited company’s AS Harju Elekter governing bodies are the shareholders’ general meeting, the Supervisory and the Management Boards.

General meeting
The general meeting is the company’s highest governing body who have competence for amending the Articles of Association and approving new ones, changing the amount of share capital, removal of members from the Supervisory Board and the termination of the activities of the company, making decisions on the division, merging and transformation of the company with the precondition that at least 2/3 of the shareholders represented at the general meeting approve such decisions. General meetings may be annual or extraordinary. The annual general meeting convenes once a year within six months after the end of the company’s financial year. An extraordinary general meeting is called by the management board when the company’s net assets have declined below the level required by the law or when calling of a meeting is demanded by the supervisory council, the auditor, or shareholders whose voting power represents at least one tenth of the company’s share capital. A general meeting may adopt resolutions when more than half of the votes represented by shares are present. The set of shareholders entitled to participate in a general meeting is determined 7 days before at the date of the general meeting.

The annual general meeting of 2011 was held on 29 April at Keskväljak 12 in Keila, Estonia. A total of 12,088,885 shares were represented (71.96% of the voting stock). The meeting approved the company’s annual report and profit allocation proposal for 2010. In conjunction with the changeover to euro, the AGM also gave the approval to amendment to the Articles of Association and increase the share capital as well as conversion of share capital and shares from kroons to euros. Presentations were made by the chairman of the management board, chairman of the supervisory board and auditor.

Supervisory Board
The supervisory board plans the activities of the company, organises the management of the company and supervises the activities of the management board. The supervisory board meets according to need but not less frequently than once every three months. A meeting of the supervisory board has a quorum when more than half of the members participate. In 2011, the supervisory board met seven times. All members, with one exception, of the supervisory board attended all or most of the meetings. According to the Articles of Association, Harju Elekter’s supervisory board has 3-5 members. The members are elected by the general meeting for a period of five years. The current supervisory board was elected by the annual general meeting in 2007 and it has five members.

In 2011, there were no changes to the Supervisory Board. The present members of board are Endel Palla (chairman), Ain Kabal, Lembit Kirsme, Madis Talgre and Andres Toome. Mr Palla has been working in Harju Elekter since 1969 (1985 -1999 as managing director) and keeps today company’s R&D manager position. Mr Kabal is head of legal department of Viru Keemia Group AS and a lawyer, who has long-term experience in advising Group’s companies on legal issues. Mr Kirsme is a chairman of OÜ Kirschmann and has long-term experience with knowledge of the Group's business. Mr Talgre is a chairman of AS Harju KEK, the biggest shareholder of Harju Elekter (holding 32.14% of the shares of the company on 31.12.2011). Since 2007 Mr Toome (chairman of OÜ Tradematic) has been a member of the supervisory board. He complements the Board with investment experience. Two of the five members of the Supervisory Board - Ain Kabal and Andres Toome - are independent.
The Group does not give the members of the Supervisory Board any benefits related to pension, more than provided by the law.

At 31 December 2011, the members of the Supervisory Board owned in accordance with their direct and indirect ownerships totally 15.7% (2010: 15.5%) of Harju Elekter shares (note 23).

Management Board
The management board is a governing body which represents and manages the company in its daily activity in accordance with the law and the Articles of Association. The Management Board has to act in the best economic interests of the company. According to the Articles of Association, Harju Elekter’s Management Board may have 1-5 members who are elected by the Supervisory Board for a period of three years. The Supervisory Board appoint also the chairman and the members as well as remove a member of the Management Board. Every member of the Management Board may represent the company in all legal acts.

In connection with the expiration of the authorisation deadline of the Management Board of AS Harju Elekter, the Supervisory Board assigned a one-member Management Board for the next three-year period, at its meeting on 4 May 2011, and appointed Andres Allikmäe, the former Chairman of the Management Board, as its Chairman. At the same meeting, the Supervisory Board also removed Lembit Libe and Karin Padjus from their positions as Members of the Management Board. The competence and authority of the Management Board are listed in the Articles of Association and there are no specialities nor agreements concluded which state otherwise.cThe everyday business activities of the Group are managed by the Managing Director/CEO. Outside of Estonia compliance with good corporate governance is ensured by the local managements of the companies.

At 31 December 2011, the members of the Management Board owned in accordance with their direct and indirect ownerships totally 1.11% of Harju Elekter shares (note 23).

More specific information about the education and career of the members of the management and supervisory boards, as well as their membership in the management bodies of companies and their shareholdings, have been published on the home page of the company at www.harjuelekter.ee.

Additional management bodies and special committees
Bearing in mind that the top management of the company is relatively small in number the need for forming special committees or any other additional management bodies has not yet occurred. The necessary procedures are regulated by rules. For better risk management of the Group an internal auditor has been established which regularly reports to the management of the Group. In 2010 the Supervisory Board of AS Harju Elekter following the relevant requirement provided for by the Authorised Public Accountants Act formed the Audit Committee of the company. The Audit Committee has the following tasks: observe and analyse the processing of financial information; the efficiency of risk management and internal audit; the process of audit control of annual accounts and consolidated accounts; the independence of the audit company and the auditor who represents the firm of auditors on the basis of law; as well as to submit proposals and recommendations to the Supervisory Board in issues provided by law. The members of the Supervisory Board of Harju Elekter - Madis Talgre and Andres Toome - were appointed as members of the Committee.

Information management
As a publicly traded company AS Harju Elekter follows the principles of openness and equal treatment of investors. The information requested by the rules and regulations of the stock exchange is published regularly on the due dates. Harju Elekter therefore follows the principle of not publishing estimates but communicates and comments only information concerning events which have actually happened.

In order to keep investors and the public informed Harju Elekter administers a home page which includes all stock exchange notices, business reports and an overview of the company’s background, products and other important issues. All subsidiaries of the Group also have home pages.

Auditors
According to the decision of the general meeting of the shareholders (23.4.2009) the audits of AS Harju Elekter for the years 2009–2011 are carried out by KPMG Baltics OÜ. Audits in subsidiaries outside of Estonia are carried out by Baltijos Auditas UAB in Lithuania and KPMG Oy in Finland.