Governance model
The corporate governance model of Latvenergo Group has been developed in compliance with governance best practice on the basis of the regulatory framework and corporate governance guidelines. The elements included in the model are a prerequisite for achieving the Group’s goals and increasing its value.
Latvenergo AS shareholder
The holder of Latvenergo AS capital shares is the Ministry of Economics of the Republic of Latvia, whose interests at the Shareholder's Meeting are represented by the State Secretary of the Ministry of Economics or by his authorized representative.
The Supervisory Board of Latvenergo AS
The Supervisory Board of Latvenergo AS consists of four independent* members of the Supervisory Board
(Announcement on election of Supervisory Board).
Aigars Laizāns
CHAIRMAN OF THE SUPERVISORY BOARD
Kaspars Rokens
DEPUTY CHAIRMAN OF THE SUPERVISORY BOARD
Toms Siliņš
MEMBER OF THE SUPERVISORY BOARD
Gundars Ruža
MEMBER OF THE SUPERVISORY BOARD
The principal duties of the Supervisory Board include:
- approval of the medium-term operational strategy;
- continuous supervision of the Management Board’s activities;
- election and dismissal of the Management Board members; approval of their remuneration;
- monitoring the compliance of the company’s operations with legislation, its Articles of Association and the decisions of the Shareholder Meeting.
* Pursuant to Section 31(6) of the Law on Governance of Capital Shares of a Public Person and Capital Companies, a member of a Supervisory Board is considered independent, if he or she meets all of these criteria:
- in the last three years the member of the Supervisory Board has not been a member of the Management Board, controller, employee, proctor or a commercial attorney, external auditor of the capital company or a capital company related to it (dependent capital company, capital company controlled by the capital company of a public person) or an employee of the capital company performing functions of an external auditor in the capital company, in which the position of the member of the Supervisory Board is occupied;
- the member of the Supervisory Board or his or her family members (spouse, children, parents) do not receive and in the last three years have not received remuneration from the respective capital company or the capital company dependent on it;
- the member of the Supervisory Board earns income in the respective capital company only for the fulfilment of duties of a member of the Supervisory Board;
- the member of the Supervisory Board or his or her family members (spouse, children, parents) in the last three years have not been in a significant business relationship with the respective capital company directly or indirectly, as partners, shareholders or senior level executives;
- the member of the Supervisory Board does not hold a position of a member of the Management Board or other executive position in other capital company, which has a significant business relationship with the capital company represented by the member of the Supervisory Board;
- the member of the Supervisory Board in the last three years has not been:
a) an official or an employee of the holder of capital shares or an institution subordinated to it,
b) a member of the Management Board or a member of the Supervisory Board of a capital company possessed by the holder of capital shares or a capital company dependent on it or its parent company.
Remuneration of the Supervisory Board is regulated by the legislation of the Republic of Latvia – the Law on Management of Public Persons’ Capital Shares and Capital Companies, and the Regulations issued by the Cabinet of Ministers based on that law. Legal acts provide for a uniform regulation regarding remuneration of members of supervisory boards at state-owned companies.
The monthly salary of the Chairman of the Supervisory Board is linked to the average monthly salary of employees in Latvia during the preceding year, as published in the Official Statistical Bulletin of the Central Statistical Bureau of the Republic of Latvia, multiplied by a ratio specified according to the capital company’s reference criteria (turnover, assets, number of employees). The maximum ratio applicable to monthly salaries is 3, and this is applied to the monthly salary of the Chairman of the Supervisory Board of Latvenergo AS. The monthly salary of a Member of the Supervisory Board may not exceed 90 % of the monthly salary of the Chairman of the Supervisory Board.
Members of the Supervisory Board do not receive bonuses. The remuneration policy does not provide for the option to pay remuneration in the form of shares or share options.
Member of the Supervisory Board who is also a member of a committee (Audit Committee / Human Resources Committee, etc.) shall not be remunerated for the work in that committee.
Authorisation agreements are signed with the members of the Supervisory Board and the provisions of the Collective Bargaining Agreement do not apply to them.
Human Resources Committee
The Human Resources Committee prepares proposals for the Supervisory Board on human resources management issues in regard to the Management Board of Latvenergo AS, the Audit Committee and the internal audit structures. The main tasks of the Human Resources Committee are related to selection processes, remuneration, performance evaluation and combining of positions.
The composition of the Human Resources Committee:
Kaspars Rokens
Chairman of the Human Resources Committee
(Member of the Supervisory Board of Latvenergo AS)
Aigars Laizāns
Member of the Human Resources Committee
(Chairman of the Supervisory Board of Latvenergo AS)