Governing Bodies
The governing bodies of a public limited company’s AS Harju Elekter Group are
- – the General Meeting,
- – the Supervisory Board,
- – the Management Board.
AS Harju Elekter Group has not established documented diversity policy. However, people have been elected and appointed to higher ranking management positions, first of all, on the basis of the possible added value that they could offer to the Group with their knowledge and skills, and on the basis of their suitability to the position.
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 Board, 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.
Supervisory Board
According to the Articles of Association, AS Harju Elekter Group’s Supervisory Board has 3-7 members. The members are elected by the general meeting for a period of five years. 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.
Supervisory Board Members’ CVs
Triinu Tombak
Chairman of the Supervisory Board
Arvi Hamburg
Member of the Supervisory Board
Aare Kirsme
Member of the Supervisory Board
Andres Toome
Member of the Supervisory Board
Märt Luuk
Member of the Supervisory Board
Risto Vahimets
Member of the Supervisory Board
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.
Tiit Atso
Chairman of the Management Board
Aron Kuhi-Thalfeldt
Member of the Management Board
Priit Treial
Member of the Management Board
Additional management bodies and special committees
The necessary procedures in the company are regulated with rules and guidelines, and there has been no practical need for the establishment of additional managing bodies and committees (including remuneration committee, appointment committee).
Audit committee
In 2010 the Supervisory Board of the public limited company formed an audit committee in relation to obligation arising from the Auditors Activities Act, whose task is to monitor and analyse the processing of financial information, the efficiency of risk management and internal control, the process of auditing the consolidated financial statements, the independence of the audit firm and the auditor who represents the audit firm on the basis of law, and make proposals and recommendations to the Supervisory Board in the issues stipulated by law. The audit committee is an advisory body subject to supervision by the Supervisory Board.
The audit committee of AS Harju Elekter Group has three members. Since 2012, the members of the council are Andres Toome (chairman), Triinu Tombak and since 2022 Risto Vahimets.
