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 Corporate Governance Report 2019

Additional information is available in section of Corporate Governance of Sustainability an Annual Report 2019 (on page 21)

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.

Shareholder's contact information

The Supervisory Board of Latvenergo AS

The Supervisory Board of Latvenergo AS consists of five independent* members of the Supervisory Board
(Announcement on election of Supervisory Board).


CV

Ivars Golsts

CHAIRMAN OF THE SUPERVISORY
BOARD

CV

Kaspars Rokens

DEPUTY CHAIRMAN OF THE SUPERVISORY BOARD

CV

Toms Siliņš

MEMBER OF THE SUPERVISORY BOARD

CV

Aigars Laizāns

MEMBER OF THE SUPERVISORY BOARD

CV

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. 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.

Once a year, following the approval of the Annual Report and the evaluation of the performance results, the Shareholders’ Meeting may decide on payment of bonuses to the Members of the Supervisory Board.  The amount of a bonus may not exceed the amount of one month’s salary. 

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:

CV

Kaspars Rokens

Chairman of the Human Resources Committee
(Member of the Supervisory Board of Latvenergo AS)

CV

Ivars Golsts

Member of the Human Resources Committee
(Member of the Supervisory Board of Latvenergo AS)

CV

Aigars Laizāns

Member of the Human Resources Committee
(Member of the Supervisory Board of Latvenergo AS)

 Regulations of the Human Resources Committee

Strategic Communication Committee

The Committee is composed of up to three Members of the Committee who are elected from among the Members of the Supervisory Board.   

The main task of the Strategic Communication Committee is to understand and evaluate Latvenergo Group’s strategic communication goals, components, costs and returns (public relations, marketing/advertising, donations, brand management and value, and Corporate Social Responsibility).


Regulations of the Strategic Communication Committee

 

The Management Board of Latvenergo AS

CV

Āris Žīgurs

CHAIRMAN OF THE MANAGEMENT BOARD,
CHIEF EXECUTIVE OFFICER

CV

Uldis Bariss

MEMBER OF THE MANAGEMENT BOARD,
CHIEF COMMERCIAL OFFICER

CV

Guntars Baļčūns

MEMBER OF THE MANAGEMENT BOARD,
CHIEF FINANCIAL OFFICER

CV

Kaspars Cikmačs

MEMBER OF THE MANAGEMENT BOARD,
CHIEF TECHNOLOGY AND SUPPORT OFFICER

The principal duties of the Management Board include:
  • management and representation of the company;
  • responsibility for the commercial activities of the capital company and for compliance with accounting legislation;
  • management of the company’s property;
  • implementing the strategic direction of the Group, its development plans, goals and policies.

Regulations of the Management Board of Latvenergo AS

Amended and approved in a new wording by the Management Board of Latvenergo AS on 14 November 2017.

Remuneration of the Management 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 management boards at state-owned companies, and management board members are entitled to compensation for the performance of additional duties at the company.

The monthly salary of the Chairman of the Management 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 10. The monthly salary of a Member of the Management Board may not exceed 90% of the monthly salary of the Chairman of the Management Board. The total monthly salary of the Members of Management Board comprises 20% of the monthly salary paid for the duties of CEO and Chief Officers performed.   Once a year, following the approval of the Annual Report, the Shareholders Meeting may decide on payment of bonuses to the Members of the Management Board. The bonuses are based on the results of the company, execution of the strategy and achievements of the set targets. The amount of a bonus may not exceed two monthly salaries of the Member of the Management Board. With the start of the new term of office, i.e., 16 November 2015, authorisation agreements have been signed with the Members of the Management Board on the performance of their duties. The terms and conditions of the authorisation agreements provide for a possibility to receive a severance payment in the amount of three monthly salaries if they are recalled from their duties before the expiration of the term of office, including in the event of reorganisation or liquidation of the company.  

The remuneration policy does not provide for the option to pay remuneration in the form of shares or share options. 

Audit Committee

An independent Audit Committee operates at Latvenergo AS and is accountable for its operations and performance to the Supervisory Board of Latvenergo AS.

CV

Torben Pedersen

Chairman of the Audit Committee (independent Member)

CV

Svens Dinsdorfs

Member of the Audit Committee (independent Member)

CV

Marita Salgrāve

Member of the Audit Committee (independent Member)

CV

Toms Siliņš

MEMBER OF THE AUDIT COMMITTEE (MEMBER OF THE SUPERVISORY BOARD)

CV

Gundars Ruža

MEMBER OF THE AUDIT COMMITTEE (MEMBER OF THE SUPERVISORY BOARD)

The principal duties of the Audit Committee are to supervise:
  • the financial reporting process;
  • efficiency of the internal control and risk management systems;
  • the work of the Internal Audit and the external auditor;
  • implementation of the Fraud Risk Management Plan.

Internal Audit

The Internal Audit is an independent unit of Latvenergo AS, which is tasked to evaluate and improve the effectiveness of internal control, risk management, and governance processes. Internal audits are carried out in accordance with the International Standards for the Professional Practice of Internal Auditing, issued by the Institute of Internal Auditors.

Activities of the Internal Audit are overseen by the Audit Committee of Latvenergo AS. On an annual basis, the Internal Audit provides the Management Board and the Audit Committee of AS Latvenergo with an overall opinion on the effectiveness of internal control and risk management systems and makes recommendations for improvements to those systems.

Every year, the Internal Audit submits a report on its performance to the Supervisory Board, the Management Board, and the Audit Committee of AS Latvenergo.


Internal Audit Policy

Resolutions of the Shareholder's Meeting of Latvenergo AS

09.07.2020 On increasing the share capital of Latvenergo AS, amendments to the Articles of Association of Latvenergo AS and approving the Articles of Association in a new wording 

1. To increase the share capital of Latvenergo AS by EUR 178,142,400, paying for the newly issued shares with cash - by investing the previous year’s retained earnings of Latvenergo AS in the share capital and setting the share capital of Latvenergo AS as amounting to EUR 790,347,849.    

2. To approve the regulations for increasing the share capital of Latvenergo AS.

3. To amend the Articles of Association of Latvenergo AS.

4. To approve the Articles of Association of Latvenergo AS in a new wording. 


10.06.2020 On dismissal of Members of the Supervisory Board of Latvenergo AS

To take note of the announcement that Edmunds Valantis will leave the position of the Chairman of the Supervisory Board of Latvenergo" as of 10 June 2020.

To dismiss Edijs Šaicāns from the position of the Deputy Chairman of the Supervisory Board of Latvenergo AS and Irēna Bērziņa from the position of the Member of the Supervisory Board of Latvenergo AS as of 10 June 2020.

 

10.06.2020 On election of Members of the Supervisory Board of Latvenergo AS

To elect as Members of the Supervisory Board of Latvenergo AS as of 11 June 2020 for a five-year term:

- Ivars Golsts;

- Toms Siliņš;

- Aigars Laizāns;

- Gundars Ruža;

- Kaspars Rokēns.


10.06.2020 On dismissal of Members of the Audit Committee of Latvenergo AS

To dismiss Irēna Bērziņa from the position of the Member of the Audit Committee of Latvenergo AS as of 10 June 2020.


10.06.2020 On election of Members of the Audit Committee of Latvenergo AS

To elect as Members of the Audit Committee of Latvenergo AS as of 11 June 2020 for a three-year term:

- Torben Pedersen;

- Svens Dinsdorfs;

- Marita Salgrāve;

- Toms Siliņš;

- Gundars Ruža.


08.05.2020 On the evaluation of the average number of employees and financial indicators of Latvenergo AS and allocation to the respective group of public capital companies

To allocate Latvenergo AS to the group of large capital companies.

 

08.05.2020 On auditor of Latvenergo AS reports for the year 2020

To appoint PricewaterhouseCoopers SIA to conduct the audit of Latvenergo AS for the year 2020, determining a remuneration of the auditor up to EUR 45,300.00 excl. VAT.

 

08.05.2020 On distribution of the profit of Latvenergo AS of 2019

1. To retain the annual profit of Latvenergo AS in 2019 equal to 101,227,154.00 EUR undistributed and transfer it into the retained earnings;

2. To pay out to the state in dividends 127,070,731.00 EUR from the retained earnings of Latvenergo AS in the previous years.

 

08.05.2020 On approval of the annual report of Latvenergo AS for 2019 and the consolidated annual report of Latvenergo for 2019

1. To note the report of the Supervisory Board of Latvenergo AS;

2. To approve Latvenergo konsolidēto un AS "Latvenergo" 2019.gada pārskatu, financial statements are prepared in accordance with the International Financial Reporting Standards as adopted by the European Union;

3. To approve Latvenergo Consolidated and Latvenergo AS Annual Report 2019, financial statements are prepared in accordance with the International Financial Reporting Standards as adopted by the European Union.


24.04. 2020 On the Unbundling of Transmission System Assets and Reduction of Share Capital of Latvenergo AS

1.  To reduce the share capital of Latvenergo AS by EUR 222,678,000 by withdrawing 222,678,000 capital shares of the company held by the Republic of Latvia (the holder of the shares is the Ministry of Economics) from the shareholder register of Latvenergo AS to the total value of EUR 222,678,000; the value of the withdrawn shares of Latvenergo AS shall be paid by the company to the shareholder in the form of property - by transferring 195,079,335 shares to the shareholder of the company Latvijas elektriskie tīkli AS (Reg. No. 40103379313).

2.  To approve the regulation for the reduction of share capital of Latvenergo AS.

3.  To amend the Articles of Association of Latvenergo AS.

4. To approve the Articles of Association of Latvenergo AS in a new wording.

09.10.2019 On issue of debt securities (bonds)

1. To approve the issuance of transferable debt securities (bonds) in the euro currency, in the form of a programme, in a public offer, registering the bonds with Nasdaq CSD SE and listing on the Baltic Bond List of Nasdaq Riga AS, for a total amount in the nominal value of up to 200 000 000 EUR.

2. To authorize the Management Board of Latvenergo AS:

2.1. to prepare, approve and sign the Base Prospectus, amendments thereto, supplements, the Final Terms of the bond issue, as well as any other documents and agreements related to and necessary for the realization of the issues;
2.2. to determine the terms of the bond issues, including but not limited to: principal amount of the issue, maturity, coupon rate.


09.10.2019 On election of Audit Committee Members of Latvenergo AS

To elect as Audit Committee Members of Latvenergo AS as of 9 October 2019 (the first day of office) for a three-year term:

1.1. Torben Pedersen;
1.2. Svens Dinsdorfs;
1.3. Marita Salgrāve;
1.4. Irēna Bērziņa.

 

09.10.2019 On Supervisory Board of Latvenergo AS

1. To elect Edijs Šaicāns as Member of the Supervisory Board of Latvenergo AS as of 9 October 2019.
2. To elect Irēna Bērziņa as Member of the Supervisory Board of Latvenergo AS as of 9 October 2019.
3. To elect Edmunds Valantis as Member of the Supervisory Board of Latvenergo AS as of 9 October 2019.

4. Edijs Šaicāns, Irēna Bērziņa and Edmunds Valantis shall perform the duties of Member of the Supervisory Board of Latvenergo AS until the Shareholder's Meeting of Latvenergo AS elects them or other candidates to the position of the Member of the Supervisory Board pursuant to nomination procedure specified in Section 31 of the Law on Governance of Capital Shares of a Public Person and Capital Companies.

 

19.06.2019 On increasing the share capital of Latvenergo AS, amendments to the Articles of Association of Latvenergo AS and approving the Articles of Association in a new wording

1. To increase the share capital of Latvenergo AS by EUR 92,080, paying for the newly issued shares with a material contribution, i.e. State property of a total value of EUR 92,080 and determining the share capital of Latvenergo AS in the amount of EUR 834,883,449.    

2. To approve the regulations for increasing the share capital of Latvenergo AS.

3. To amend the Articles of Association of Latvenergo AS.

4. To approve the Articles of Association of Latvenergo AS in a new wording. 

 

19.06.2019 On election of Audit Committee Members of Latvenergo AS

1. To elect as Audit Committee Members of Latvenergo AS as of 19 June 2019 (the first day of office) for a three-year term:

1.1. Torben Pedersen;
1.2. Svens Dinsdorfs;
1.3. Marita Salgrāve;
1.4. Renārs Degro;
1.5. Kristaps Stepanovs.

 

19.06.2019 On dismissal of Audit Committee Members of Latvenergo AS

1. To dismiss Andris Ozoliņš from the position of the Audit Committee Member of Latvenergo AS as of 19 June 2019.
2. To dismiss Andris Liepiņš from the position of the Audit Committee Member of Latvenergo AS as of 19 June 2019.

 

19.06.2019 On election of Members of the Supervisory Board of Latvenergo AS

1. To elect Pāvels Rebenoks as Member of the Supervisory Board of Latvenergo AS as of 19 June 2019.
2. To elect Inese Kublicka as Member of the Supervisory Board of Latvenergo AS as of 19 June 2019.
3. To elect Renārs Degro as Member of the Supervisory Board of Latvenergo AS as of 19 June 2019.
4. To elect Kristaps Stepanovs as Member of the Supervisory Board of Latvenergo AS as of 19 June 2019.
5. To elect Artūrs Šnoriņš as Member of the Supervisory Board of Latvenergo AS as of 19 June 2019.

6. Pāvels Rebenoks, Inese Kublicka, Renārs Degro, Kristaps Stepanovs and Artūrs Šnoriņš shall perform the duties of Member of the Supervisory Board of Latvenergo AS until the Shareholder's Meeting of Latvenergo AS elects them or other candidates to the position of the Member of the Supervisory Board pursuant to nomination procedure specified in Section 31 of the Law on Governance of Capital Shares of a Public Person and Capital Companies.

 

19.06.2019 On dismissal of Members of the Supervisory Board of Latvenergo AS

1. To dismiss Andris Ozoliņš from the position of the Chairman of the Supervisory Board of Latvenergo AS as of 19 June 2019.
2. To dismiss Andris Liepiņš from the position of the Deputy Chairman of the Supervisory Board of Latvenergo AS as of 19 June 2019.
3. To dismiss Baiba Anda Rubesa from the position of the Member of the Supervisory Board of Latvenergo AS as of 19 June 2019.
4. To dismiss Mārtiņš Bičevskis from the position of the Member of the Supervisory Board of Latvenergo AS as of 19 June 2019.
5. To dismiss Martin Sedlacky from the position of the Member of the Supervisory Board of Latvenergo AS as of 19 June 2019.

 

08.05.2019 On amendments to the Audit Committee Regulations of Latvenergo AS and approving the Audit Committee Regulations in a new wording

To approve the Audit Committee Regulations of Latvenergo AS in a new wording.

 

08.05.2019 On evaluation of average number of employees and financial ratios of Latvenergo AS and inclusion in the relevant capital companies group

To include Latvenergo AS in the group of large capital companies.

 

08.05.2019 On auditor of Latvenergo AS reports for the year 2019

To appoint PricewaterhouseCoopers SIA to conduct the audit of Latvenergo AS for the year 2019, determining a remuneration of the auditor up to EUR 45,300.00 excl. VAT.

 

08.05.2019 On distribution of the profit of Latvenergo AS for the year 2018

1. To retain Latvenergo AS profit for the year 2018 of EUR 212,732,625.00 undistributed and to transfer to retained earnings.

2. To pay out to the state in dividends EUR 132,936,416.00 from Latvenergo AS retained earnings from previous years, which also include EUR 58,892,320.00 that have been transferred from Latvenergo AS profit for the year 2017 to Latvenergo AS retained earnings (reserves) with a purpose to decide on their pay-out to the state in dividends, by adopting such decision along with a decision on distribution of Latvenergo AS profit for the year 2018.

 

08.05.2019 On approving Latvenergo AS Annual Report 2018 and Latvenergo Consolidated Annual Report 2018

1. To note the report of the Supervisory Board of Latvenergo AS;

2. To approve Latvenergo konsolidēto un AS "Latvenergo" 2018.gada pārskatu, financial statements are prepared in accordance with the International Financial Reporting Standards as adopted by the European Union;

3. To approve Latvenergo Consolidated and Latvenergo AS Annual Report 2018, financial statements are prepared in accordance with the International Financial Reporting Standards as adopted by the European Union.

13.09.2018 On request to the Cabinet of Ministers of the Republic of Latvia to permit investment of State property into the share capital of Latvenergo AS 

To request to the Cabinet of Ministers of the Republic of Latvia to permit investment of State property into the share capital of Latvenergo AS comprising of 48 land parcels, 39 buildings, of which 7 with electrical equipment, according to the list of investment properties and objects, with a total State property investment value of EUR 93,970.

 

13.09.2018 On approving the Regulations of the Audit Committee of Latvenergo AS in a new wording

To approve the Regulations of the Audit Committee of Latvenergo AS in a new wording.

 

09.05.2018 On approving Latvenergo AS Annual Report 2017 and Latvenergo Consolidated Annual Report 2017

1. To note the report of the Supervisory Board of Latvenergo AS;

2. To approve Latvenergo konsolidēto un AS "Latvenergo" 2017.gada pārskatu, financial statements are prepared in accordance with the International Financial Reporting Standards as adopted by the European Union;

3. To approve Latvenergo Consolidated and Latvenergo AS Annual Report 2017, financial statements are prepared in accordance with the International Financial Reporting Standards as adopted by the European Union.

 

09.05.2018 On approving distribution of the profit of Latvenergo AS for the year 2017

1. To approve the distribution of Latvenergo AS profit for the year 2017 of EUR 150,890,619.00 (one hundred fifty million eight hundred ninety thousand six hundred nineteen euro and zero cent) as follows:

1)   EUR 91,998,299.00 (ninety-one million nine hundred ninety-eight thousand two hundred ninety-nine euro and zero cent) to pay out to the state in dividends;

2)   EUR 58,892,320.00 (fifty-eight million eight hundred ninety-two thousand three hundred twenty euro and zero cent) to retain with a purpose to distribute them in year 2019, by adopting such decision along with the decision on distribution of Latvenergo AS profit for the year 2018;

2. To pay out to the state in dividends EUR 64,419,567.00 (sixty-four million four hundred nineteen thousand five hundred sixty-seven euro and zero cent), which have been transferred from Latvenergo AS profit for the year 2016 to Latvenergo AS retained earnings (reserves) with a purpose to decide on their pay-out to the state in dividends, by adopting such decision along with a decision on distribution of Latvenergo AS profit for the year 2017.

 

09.05.2018 On auditor of Latvenergo AS reports for the year 2018

To appoint PricewaterhouseCoopers SIA to conduct the audit of Latvenergo AS for the year 2018, determining a remuneration of the auditor up to EUR 45,300.00 (forty-five thousand three hundred euro and zero cent) excl. VAT.

 

09.05.2018 On increasing the share capital of Latvenergo AS, amendments to the Articles of Association of Latvenergo AS and approving the Articles of Association in a new wording

1. To increase the share capital of Latvenergo AS byEUR 489,126, paying for the newly issued shares with a material contribution, State property of a total value of EUR 489,126 and setting the share capital of Latvenergo AS in the amount of EUR 834,791,369.00;

2. To approve the regulations for increasing the share capital of Latvenergo AS;

3. To amend the Articles of Association of Latvenergo AS;

4. To approve the Articles of Association of Latvenergo AS in a new wording.

 

09.05.2018 On evaluation of average number of employees and financial ratios of Latvenergo AS and inclusion in the relevant capital companies group

To include Latvenergo AS in the group of large capital companies.

24.11.2017. On amendments to the base prospectuses of Latvenergo AS programmes for the issuance of notes

1. To aprove amendments to the General Terms and Conditions of the Notes set forth in the base prospectus of programme for the issuance of notes dated 23 November 2012 and to approve the General Terms and Conditions of the Notes in a new wording.

2. To aprove amendments to the General Terms and Conditions of the Notes set forth in the base prospectus of programme for the issuance of notes dated 25 May 2015 and to approve the General Terms and Conditions of the Notes in a new wording.

3. To authorise the Management Board of Latvenergo AS to prepare, approve and sign any other amendments and supplements to the base prospectus of programme for the issuance of notes dated 23 November 2012 and the base prospectus of programme for the issuance of notes dated 25 May 2015.

 

24.11.2017 On amendments to the Regulations of the Audit Committee of Latvenergo AS and approving the Regulations of the Audit Committee in a new wording

1. To amend Article 3.1.8. of the Regulations of the Audit Committee of Latvenergo AS and to make editorial corrections to Articles 2.3., 3.1.1., 3.1.3., 3.1.4., 3.1.5., 3.1.6, 3.2.1. of the Regulations of the Audit Committee.

2. To approve the amendments to the Regulations of the Audit Committee of Latvenergo AS and to approve the Regulations in a new wording.

 

24.11.2017 On share capital decrease of Latvenergo AS, amendments to the Articles of Association of Latvenergo AS and approving the Articles of Association in a new wording

1. To decrease the share capital of Latvenergo AS by EUR 454,412,749.00 by redeeming 454,412,749 shares owned by the Republic of Latvia (the holder of capital shares is the Ministry of Economics)from the Register of Shareholders of Latvenergo AS for the total amount of EUR 454,412,749.00.

2. To approve the regulations for decreasing the share capital of Latvenergo AS.

3. To amend the Articles of Association of Latvenergo AS.

4. To approve the Articles of Association of Latvenergo AS in a new wording.  

 

11.09.2017 On amendments to the Articles of Association of Latvenergo AS and approval of the Articles of Association in a new wording

1. To supplement the Articles of Association of Latvenergo AS with an Article 162.

2. To approve the amendments to the Articles of Association of Latvenergo AS and to approve the Articles of Association in a new wording.

 

10.05.2017 On evaluation of average number of employees and financial ratios of Latvenergo AS and inclusion in the relevant State capital companies group

To include Latvenergo AS in the group of large State capital companies.

 

10.05.2017 On auditor of Latvenergo AS reports for the year 2017

To appoint ERNST & YOUNG BALTIC SIA to conduct the audit of Latvenergo AS for the year 2017, determining a remuneration of the auditor up to EUR 37,768 (thirty-seven thousand seven hundred sixty-eight euro) excl. VAT.

 

10.05.2017 On approving distribution of the profit of Latvenergo AS for the year 2016

1. To approve the distribution of Latvenergo AS profit for the year 2016 of EUR 137,440,872.00 (one hundred thirty-seven million four hundred forty thousand eight hundred seventy-two euro and 00 cent) as follows:

1)   EUR 73,021,305.00 (seventy-three million twenty-one thousand three hundred five euro and 00 cent) to pay out to the state in dividends;

2)   EUR 64,419,567.00 (sixty-four million four hundred nineteen thousand five hundred sixty-seven euro and 00 cent) to retain and transfer to Latvenergo AS reserves with a purpose to decide on their pay-out to the state in dividends, by adopting such decision along with decision on distribution of Latvenergo AS profit for the year 2017;

2. To pay out in dividends EUR 17,120,530.00 (seventeen million one hundred twenty thousand five hundred thirty euro and 00 cent), which have been transferred from Latvenergo AS profit for the year 2015 to Latvenergo AS reserves with a purpose to decide on their pay-out in dividends, by adopting such decision along with a decision on distribution of Latvenergo AS profit for the year 2016.

 

10.05.2017 On approving Latvenergo AS Annual Report 2016 and Latvenergo Consolidated Annual Report 2016

1. To approve “Latvenergokonsolidētais 2016.gada pārskats”, financial statements are prepared in accordance with the International Financial Reporting Standards as adopted by the European Union;

2. To approve “Latvenergo Consolidated Annual Report 2016”, financial statements are prepared in accordance with the International Financial Reporting Standards as adopted by the European Union;

3. To approve “AS “Latvenergo” 2016.gada pārskats”, financial statements are prepared in accordance with the International Financial Reporting Standards as adopted by the European Union;

4. To approve “Latvenergo AS Annual Report 2016”, financial statements are prepared in accordance with the International Financial Reporting Standards as adopted by the European Union.

 

03.03.2017 On amendments to the Articles of Association of Latvenergo AS and approving the Articles of Association in a new wording

1. To amend the Article 17 of the Articles of Association of Latvenergo AS.

2. To approve the amendments to the Articles of Association of Latvenergo AS and to approve the Articles of Association in a new wording.

Note: the amendments to the Articles of Association of Latvenergo AS are associated with amendments to the Financial Instrument Market Law having entered into force on 1 January 2017.

 

03.03.2017 On amendments to the Regulations of the Audit Committee of Latvenergo AS and approving the Regulations of the Audit Committee in a new wording

1. To amend the Regulations of the Audit Committee of Latvenergo AS Article 2.1, 2.3, 2.6.1, 2.6.2, 2.7, 3.1, 3.2.1, 3.2.6, 3.4, 3.5, 4.2, 4.4 and to supplement the Regulations with an Article 6.4. 

2. To approve the amendments to the Regulations of the Audit Committee of Latvenergo AS and to approve the Regulations in a new wording.

Note: the amendments to the Regulations of the Audit Committee of Latvenergo AS are associated with amendments to the Financial Instrument Market Law having entered into force on 1 January 2017.

 

03.03.2017 On election of Audit Committee Members of Latvenergo AS

To elect as Audit Committee Members of Latvenergo AS as of 3 March 2017 (the first day of office) for a three-year term:

1.1. Torben Pedersen;
1.2. Svens Dinsdorfs;
1.3. Marita Salgrāve;
1.4. Andris Ozoliņš;
1.5. Andris Liepiņš.

15.12.2016. On election of Supervisory Board of Latvenergo AS

1. To elect Andris Liepiņš as Member of the Supervisory Board of Latvenergo AS for a five-year term.

2. To elect Baiba Anda Rubesa as Member of the Supervisory Board of Latvenergo AS for a five-year term.

3. To elect Mārtiņš Bičevskis as Member of the Supervisory Board of Latvenergo AS for a five-year term.

4.To elect Andris Ozoliņš as Member of the Supervisory Board of Latvenergo AS for a five-year term..

5. To elect Martin Sedlacky as Member of the Supervisory Board of Latvenergo AS for a five-year term.

 

28.11.2016 On increasing the share capital of Latvenergo AS, amendments to the Articles of Association of Latvenergo AS and approving the Articles of Association in a new wording 

1. To increase the share capital of Latvenergo AS by EUR 183,895 (one hundred eighty-three thousand eight hundred ninety-five euro), paying for the newly issued shares with a material contribution, i.e. State property of a total value of EUR 183,895 (one hundred eighty-three thousand eight hundred ninety-five euro).    

2. To approve the regulations for increasing the share capital of Latvenergo AS.

3. To amend the Articles of Association of Latvenergo AS.

4. To approve the Articles of Association of Latvenergo AS in a new wording.  

 

19.10.2016 On proposal to amend a resolution “On approving distribution of the net profit of Latvenergo AS for the year 2015” adopted at the Annual Shareholders’ Meeting of Latvenergo AS on 5 May 2016

To amend a resolution “On approving distribution of the net profit of Latvenergo AS for the year 2015” adopted at the Annual Shareholders’ Meeting of Latvenergo AS on 5 May 2016 by stating a paragraph 2 in the following wording:

2) EUR 17,120,530 (seventeen million one hundred and twenty thousand five hundred and thirty Euro) to be transferred to Latvenergo AS reserves with a purpose to decide on their pay-out to the state in dividends, by adopting such decision along with a decision on distribution of the profit of Latvenergo AS for the year 2016.

 

05.05.2016 On evaluation of average number of employees and financial ratios of Latvenergo AS and inclusion in the relevant State capital companies group

To include Latvenergo AS in the group of large State capital companies.

 

05.05.2016 On auditor of Latvenergo AS reports for the year 2016

To appoint ERNST & YOUNG BALTIC SIA to conduct the audit of Latvenergo AS for the year 2016, determining a remuneration of the auditor up to EUR 36,521 (thirty-six thousand five hundred and twenty-one Euro) excl. VAT.

 

05.05.2016 On approving distribution of the net profit of Latvenergo AS for the year 2015

To approve distribution of the net profit of Latvenergo AS for the year 2015 of EUR 94,534,016 (ninety-four million five hundred and thirty-four thousand and sixteen Euro) as follows:

1)      EUR 77,413,486 (seventy-seven million four hundred and thirteen thousand four hundred and eighty-six Euro) to be paid out to the state in dividends;

2)      EUR 17,120,530 (seventeen million one hundred and twenty thousand five hundred and thirty Euro) to be transferred to Latvenergo AS reserves for further development of the capital company.

 

05.05.2016 On approving the document „Latvenergo Group Sustainability and Annual Report 2015”

To approve the document „Latvenergo koncerna Ilgtspējas un Gada pārskats par 2015.gadu” and its English translation „Latvenergo Group Sustainability and Annual Report 2015”.

 

05.05.2016 On approving the Latvenergo AS Annual Report 2015 and Latvenergo Group Consolidated Annual Report 2015

1. To approve “Latvenergo konsolidētais 2015.gada pārskats”, which financial statements are prepared in accordance with the International Financial Reporting Standards as adopted by the European Union;

2. To approve „Latvenergo Group Consolidated Annual Report 2015”, which financial statements are prepared in accordance with the International Financial Reporting Standards as adopted by the European Union;

3. To approve Latvenergo AS Annual Report 2015, prepared in accordance with the Annual Accounts Law.

03.12.2015 On election of Latvenergo AS Audit Committee

To elect Latvenergo AS Audit Committee Members as of 5 December 2015 (the first day of office) for a three-year term:

- Torben Pedersen;
- Svens Dinsdorfs;
- Marita Salgrāve.

06.11.2015 On amendments to the Articles of Association of Latvenergo AS 

1. To amend the Article 1, 2, 3, 4, 11, 12, 14, 16, 17 and 18 of the Articles of Association of Latvenergo AS, to supplement the Articles of Association with an Article 161.

2. To approve the amendments to the Articles of Association of Latvenergo AS and to approve the Articles of Association in a new wording.

Note: the main amendments to the Articles of Association are associated with specification of types of economic activities of Latvenergo AS and specification of term of office of Members of the Management Board of Latvenergo AS in accordance with Latvian legislation.

05.10.2015  On increasing the share capital of Latvenergo AS, amendments to the Articles of Association of Latvenergo AS and approving the Articles of Association in a new wording

1. To increase the share capital of Latvenergo AS by EUR 84,740, paying for the newly issued shares with a material contribution, i.e. State property of a total value of EUR 84,740, and setting the share capital of Latvenergo AS in the amount of 1,288,531,097 euro.    

2. To approve the regulations for increasing the share capital of Latvenergo AS.

3. To amend the Articles of Association of Latvenergo AS.

4. To approve the Articles of Association of Latvenergo AS in a new wording.

5. The newly issued shares shall be fully paid up within 3 months after the decision of the share capital increase was adopted.

20.04.2015 On evaluation of financial ratios and average number of employees of Latvenergo AS and inclusion in the relevant State capital companies group

To include Latvenergo AS in the group of very large State capital companies.

20.04.2015 On auditor of Latvenergo AS reports for the year 2015

To appoint ERNST & YOUNG BALTIC SIA to conduct the audit of Latvenergo AS for the year 2015, determining a remuneration of the auditor up to EUR 37,650 (thirty-seven thousand six hundred and fifty Euro) excl. VAT.

20.04.2015 On approving the distribution of net profit of Latvenergo AS

To approve the distribution of net profit of Latvenergo AS for the year 2014 of EUR 34,976,546 (thirty-four million nine hundred and seventy-six thousand five-hundred and forty-six Euro) as follows:

1) EUR 31,478,891 (thirty-one million four hundred and seventy-eight thousand eight hundred and ninety-one Euro) to be paid out to the state in dividends;

2) EUR 3,497,655 (three million four hundred and ninety-seven thousand six hundred and fifty-five Euro) to be transferred to Latvenergo AS reserves for further development of the capital company.

20.04.2015 On approving the document „Latvenergo Group Sustainability and Annual Report 2014”

To approve the document „Latvenergo koncerna Ilgtspējas un Gada pārskats par 2014.gadu” and its English translation „Latvenergo Group Sustainability and Annual Report 2014”.

20.04.2015 On approving the Latvenergo AS Annual Report 2014 and the Latvenergo Group Consolidated Annual Report 2014

1. To approve “Latvenergo konsolidētais 2014.gada pārskats”, with financial statements prepared in accordance with the International Financial Reporting Standards as adopted by the European Union;

2. To approve „Latvenergo Group Consolidated Annual Report 2014”, with financial statements prepared in accordance with the International Financial Reporting Standards as adopted by the European Union;

3. To approve „AS „Latvenergo” 2014.gada pārskats” [Latvenergo Public Limited Company Annual Report 2014], prepared in accordance with the Annual Accounts Law.

25.09.2014 On increasing the share capital of Latvenergo AS, amendments to the Articles of Association of Latvenergo AS and approving the Articles of Association in a new wording

1. To increase the share capital of Latvenergo AS by EUR 435,760 (four hundred thirty-five thousand seven hundred sixty euro), paying for the newly issued shares with a material contribution, i.e. State property of a total value of EUR 435,760 (four hundred thirty-five thousand seven hundred sixty euro).    

2. To approve the regulations for increasing the share capital of Latvenergo AS.

3. To amend the Articles of Association of Latvenergo AS.

4. To approve the Articles of Association of Latvenergo AS in a new wording.  

12.09.2014 On amendments to the Articles of Association of Latvenergo AS and approving the Articles of Association in a new wording

1. To amend the Articles of Association of Latvenergo AS.

2. To approve the Articles of Association of Latvenergo AS in a new wording.

Note: the amendments are made in the Article 16.1.5 of the Articles of Association.

29.05.2014 On a request to the Cabinet of Ministers of the Republic of Latvia to permit investment of State property into the share capital of Latvenergo AS 

To request to the Cabinet of Ministers of the Republic of Latvia to permit investment of State property into the share capital of Latvenergo AS comprising of 330 land parcels and undivided shares of 4 land parcels with a total State property investment value of EUR 435,760 (four hundred thirty-five thousand seven hundred sixty Euro).

12.05.2014 On issue of debt securities (bonds)

To issue transferable debt securities (bonds) in the euro currency, in the form of a programme, in a public offer, registering the bonds with the Latvian Central Depository and listing on Nasdaq OMX Riga, for a total amount in the nominal value of up to EUR 100 000 000 (one hundred million Euro).

12.05.2014 On auditor of Latvenergo AS reports for the year 2014

To appoint ERNST & YOUNG BALTIC SIA to conduct the audit of Latvenergo AS for the year 2014, determining a remuneration of the auditor up to EUR 35,145 (thirty-five thousand one hundred and forty-five Euro) excl. VAT.

12.05.2014 On approving the distribution of net profit of Latvenergo AS

To approve the distribution of net profit of Latvenergo AS for the year 2013 of EUR 26,227,927 (twenty-six million two hundred and twenty-seven thousand nine-hundred and twenty-seven Euro) as follows:

1) EUR 23,605,134 (twenty-three million six hundred and five thousand one hundred and thirty-four Euro) to be paid out to the state in dividends;

2) EUR 2,622,793 (two million six hundred and twenty-two thousand seven hundred and ninety-three Euro) to be transferred to Latvenergo AS reserves for further development of the capital company.

12.05.2014 On approving the document „Latvenergo Group Sustainability and Annual Report 2013”

To approve the document „Latvenergo koncerna Ilgtspējas un Gada pārskats par 2013.gadu” and its English translation „Latvenergo Group Sustainability and Annual Report 2013”.

12.05.2014 On approving the Latvenergo AS Annual Report 2013 and the Latvenergo Group Consolidated Annual Report 2013

1. To approve “Latvenergo konsolidētais 2013.gada pārskats”, with financial statements prepared in accordance with the International Financial Reporting Standards as adopted by the European Union;

2. To approve „Latvenergo Group Consolidated Annual Report 2013”, with financial statements prepared in accordance with the International Financial Reporting Standards as adopted by the European Union;

3. To approve „AS „Latvenergo” 2013.gada pārskats” [Latvenergo Public Limited Company Annual Report 2013], prepared in accordance with the Annual Accounts Law.

27.01.2014 On amendments to the Articles of Association of Latvenergo AS and approving the Articles of Association in a new wording

1. To amend the Articles of Association of Latvenergo AS.
2. To approve the Articles of Association of Latvenergo AS in a new wording.
3. To distribute to reserves of Latvenergo AS the difference in the amount of 55 cents derived from rounding the share capital of Latvenergo AS expressed in euro.

28.11.2013 On termination of Latvenergo AS partnership in Nordic Energy Link AS

1. To agree to terminate Latvenergo AS partnership in Nordic Energy Link AS by supporting termination of Nordic Energy Link AS according to Section 11.4.1 of the Shareholders’ Agreement among Eesti Energia AS, Latvenergo AS, AB Lietuvos Energia, Powest Oy, Helsinki city/ Helsingin Energia and Finestlink Oy, concluded on 15 June 2004.

2. To agree to the proposal of receiving approval from the Cabinet of Ministers of the Republic of Latvia on termination of Latvenergo AS partnership in Nordic Energy Link AS.

3. To cancel the decision of 26 September 2013 made by the meeting of shareholders of Latvenergo AS “On decreasing Latvenergo AS partnership in Nordic Energy Link AS, by selling shares of Nordic Energy Link AS, and termination of partnership in Nordic Energy Link AS”.

06.11.2013 On establishment of a public limited company Enerģijas publiskais tirgotājs 

Agree to initiate to the Cabinet of Ministers of the Republic of Latvia to provide an approval to establishment of a public limited company Enerģijas publiskais tirgotājs wholly-owned by Latvenergo AS.

26.09.2013 On decreasing Latvenergo AS partnership in Nordic Energy Link AS, by selling shares of Nordic Energy Link AS, and termination of partnership in Nordic Energy Link AS   

1. To agree to decrease Latvenergo AS partnership in Nordic Energy Link AS, by selling to Eesti Energia AS 0,5% (zero point five per cent) of Nordic Energy Link AS shares owned by Latvenergo AS for a price that will be set according to Section 11.2.1 of the Shareholders’ Agreement among Eesti Energia AS, Latvenergo AS, AB Lietuvos Energia, Powest Oy, Helsinki city/Helsingin Energia and Finestlink Oy, concluded on 15 June 2004.    

2. To agree to terminate Latvenergo AS partnership in Nordic Energy Link AS after completion of transaction mentioned in paragraph 1 of the decision, by supporting termination of Nordic Energy Link AS according to Section 11.4.1 of the Shareholders’ Agreement among Eesti Energia AS, Latvenergo AS, AB Lietuvos Energia, Powest Oy, Helsinki city/Helsingin Energia and Finestlink Oy, concluded on 15 June 2004.

3. To agree to proposal of receiving approval from the Cabinet of Ministers on decrease of Latvenergo AS partnership in Nordic Energy Link AS according to paragraph 1 of the decision and termination of Latvenergo AS partnership in Nordic Energy Link AS according to paragraph 2 of the decision.     

26.09.2013 On increasing the share capital of Latvenergo AS, amendments to the Articles of Association of Latvenergo AS and approving the Articles of Association in a new wording 

1. To increase the share capital of Latvenergo AS by LVL 614,040 (six hundred and fourteen thousand, forty lats), paying for the newly issued shares with a material contribution, i.e. State property of a total value of LVL 614,040 (six hundred and fourteen thousand, forty lats).

2. To approve the regulations for increasing the share capital of Latvenergo AS.

3. To amend paragraph 5 of the Articles of Association of Latvenergo AS.

4. To approve the Articles of Association of Latvenergo AS in a new wording.  

15.05.2013 On auditor of Latvenergo AS reports for the year 2013

To appoint ERNST & YOUNG BALTIC SIA to conduct the audit for the year 2013 of Latvenergo AS, determining a remuneration of the auditor up to LVL 25,220 (twenty-five thousand two hundred and twenty Lats) excl. VAT.

15.05.2013 On approving the distribution of net profit of Latvenergo AS

To approve the distribution of net profit of Latvenergo AS for the year 2012 of LVL 31,718,182 (thirty-one million seven hundred and eighteen thousand one-hundred and eighty-two Lats) as follows:

1) LVL 28,546,620 (twenty-eight million five hundred and forty-six thousand six hundred and twenty Lats) to be paid out to the state in dividends, i.e. 0.031557 Lats for one share;
2) LVL 3,171,562 (three million one hundred and seventy-one thousand five hundred and sixty-two Lats) to be transferred to Latvenergo AS reserves for further development of the capital company.

15.05.2013 On approving the document „Latvenergo Group Sustainability and Annual Report 2012” 

To approve the document „Latvenergo koncerna Ilgtspējas un Gada pārskats par 2012.gadu” and its English translation „Latvenergo Group Sustainability and Annual Report 2012”.

15.05.2013 On approving the Latvenergo AS Annual Report 2012 and the Latvenergo Consolidated Annual Report 2012 

1. To approve “Latvenergo konsolidētais 2012.gada pārskats” and „Latvenergo Consolidated Annual Report 2012” (English translation), prepared in accordance with the International Financial Reporting Standards as adopted by the European Union;

2. To approve „Akciju sabiedrības „Latvenergo” 2012.gada pārskats” [Latvenergo Public Limited Company Annual Report 2012], prepared in accordance with the Annual Accounts Law of the Republic of Latvia.

19.04.2013 On increasing the aggregate principal amount of debt securities (bonds) 

Amend the decision of the meeting of shareholders of Latvenergo AS “On issue of debt securities (bonds)” dated 13 June 2012 (protocol No.7., 3.§), increasing the aggregate principal amount of debt securities (bonds) issued in lats and/or euro currency in public offering with book-entry in Latvian Central Depositary AS and listing on Nasdaq OMX Riga by LVL 35 000 000. The aggregate principal amount of debt securities (bonds) to be issued is determined up to LVL 85 000 000 or its equivalent in euro currency. 

04.12.2012 On the matter of electing members of the Audit Committee

Elect the following members of the Latvenergo AS Audit Committee with an authorisation term of 3 (three) years:
1.1. Svens Dinsdorfs;
1.2. Torben Pedersen;
1.3. Inita Hāne.

09.11.2012 On increasing the share capital of Latvenergo AS, amendments to the Articles of Association of Latvenergo AS and approving the Articles of Association in a new wording

1. To increase the share capital of Latvenergo AS by LVL 753,173 (seven hundred and fifty-three thousand, one hundred and seventy-three Latvian lats), paying for the newly issued shares with a material contribution, i.e. State property of a total value of LVL 753,173 (seven hundred and fifty-three thousand, one hundred and seventy-three Latvian lats).
2. To approve the regulations for increasing the share capital of Latvenergo AS.
3. To amend Article 5 of the Articles of Association of Latvenergo AS.
4. To approve the Articles of Association of Latvenergo AS in a new wording.

18.09.2012 On remuneration of the members of the Latvenergo AS Audit Committee

Determine remuneration for the members of the Latvenergo AS Audit Committee in amount of Ls 400 (four hundred Latvian lats) per month.Determine remuneration for the members of the Latvenergo AS Audit Committee in amount of Ls 400 (four hundred Latvian lats) per month.

22.08.2012 On increasing the share capital of Latvenergo AS and amending its Articles of Association

1. To increase the share capital of Latvenergo AS by LVL 577,989,474 (five hundred and seventy-seven million, nine hundred and eighty-nine thousand, four hundred and seventy-four Latvian lats) by contributing to the share capital the positive difference between the equity and the amount represented by the share capital and reserves which, in accordance with the applicable legislation, may not be contributed to increases in share capital – resulting in a share capital of LVL 903,851,787 (nine hundred and three million, eight hundred and fifty-one thousand, seven hundred and eighty-seven Latvian lats).
2. To approve the regulations on increasing the share capital of Latvenergo AS.
3. To amend section 5 of the Articles of Association of Latvenergo AS.

22.08.2012 On establishing the Audit Committee of Latvenergo AS

1. To establish the Audit Committee of Latvenergo AS and to approve the Rules of the Audit Committee of Latvenergo AS.
2. To amend the Articles of Association of Latvenergo AS by supplementing with a section “Audit Committee”.

13.06.2012 On appointing an auditor and concluding an agreement with ERNST & YOUNG BALTIC SIA on auditing the Annual Reports of Latvenergo AS and the Latvenergo Group for 2012

To appoint ERNST & YOUNG BALTIC SIA as the auditor of the Latvenergo AS Annual Report 2012, concluding an agreement on auditing the Latvenergo AS Annual Report 2012 and Consolidated Report 2012, as well as the Latvenergo Group Sustainability Report 2012, for a total of LVL 26,000 (twenty-six thousand Latvian lats) excl. VAT.

01.06.2012 On approving the Latvenergo AS Annual Report 2011 and the Latvenergo Consolidated Annual Report 2011

1. To approve „Latvenergo Konsolidētais 2011. gada pārskats” in Latvian and “Latvenergo AS Consolidated Annual Report 2011” in English, prepared in accordance with the International Financial Reporting Standards as adopted by the European Union.

2. To approve „Akciju sabiedrības „Latvenergo” 2011. gada pārskats” [Latvenergo Public Limited Company Annual Report 2011], prepared in accordance with the Law on Accounting and the Annual Accounts Law.

Auditors


A certified audit firm PricewaterhouseCoopers SIA (license No. 5) is appointed as the auditor of Latvenergo AS reports for the year 2020.


The auditor is selected in the result of the most economically advantageous bid selection procedure for a 3 year period, by evaluating the price of the service, qualification of the auditor and personnel involved in the audit, audit plan and audit hours.  

PricewaterhouseCoopers SIA
Address Krišjāņa Valdemāra street 21, Rīga,
LV-1010, Latvija
Registration number 40003142793
VAT payer's registration number LV40003142793
Website www.pwc.com/lv
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