Planned changes in Litgrid corporate governance structure
Vilnius, Lithuania, 2015-09-14 16:40 CEST --
On 7 September 2015 the Corporate Governance Guidelines (hereinafter - Guidelines) of UAB EPSO-G were approved by its shareholder - Ministry of Energy of the Republic of Lithuania. The Guidelines establish common principles of corporate governance, determine the purpose, objectives, the organisation model, management structure, as well as reporting, supervision and control system of the group of companies, including LITGRID AB.
Planned changes in EPSO-G group’s management structure include forming the Supervisory Board and Management Board, as well as two committees, reporting to the Supervisory Board - Audit Committee and the Remuneration and Nomination Committee.
In order to ensure that the entire EPSO-G group is managed in accordance with the highest international standards and best corporate governance practices, as well as focusing on the high level of transparency, efficiency, professionalism, sustainability and accountability, the Supervisory Board, Management Board as well as Audit and Remuneration and Nomination Committees of UAB EPSO-G are planned to include at least 8 independent members. Independent members should be a majority in the Management Board of UAB EPSO-G (3 out of 5 members to be independent members).
After the formation of the above-mentioned collegial bodies of the holding company UAB EPSO-G, the management and supervision system of LITGRID AB are planned to be transformed accordingly: a) Supervisory Board of LITGRID AB planned to be revoked and its functions transferred to the Supervisory Board of UAB EPSO-G; b) LITGRID AB Audit Committee planned to be revoked and its functions to be redistributed between the Audit Committee reporting to UAB EPSO-G Supervisory Board and LITGRID AB internal auditor; c) the composition of LITGRID AB Management Board planned to be changed to consist of five members, including one independent member.
Such changes aim to strengthen the management and supervision of subsidiaries from the top level. This will be done by moving some of the supervision and management functions to higher level and implementing top level management and supervision through UAB EPSO-G.
Listed changes in UAB EPSO-G management structure are expected to be implemented by the end of the year. Thereafter, the changes in LITGRID AB management and supervisory structure are planned to follow and are expected to be completed in 2016 first quarter.
The Guidelines, as the planning document, define the directions for completing the process of forming UAB EPSO-G groups’ management model. Specific decisions on the implementation of the above mentioned changes, would be adopted in Litgrid AB in accordance with legal requirements after all LITGRID AB shareholders are informed and have taken necessary decisions.
UAB EPSO-G is a state-owned company acting through the state representing authority - Lithuanian Ministry of Energy. UAB EPSO-G is a major shareholder of LITGRID AB, holding 97,5 % of its shares.
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