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.
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.
Audit Committee
The Audit Committee is an advisory body established by the Supervisory Board of Harju Elekter Group in June 2010, which acts under the supervision of the Supervisory Board.
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;
- submit proposals and recommendations to the Supervisory Board in issues provided by law.
The Audit Comittee has three members. The members of the Audit Committee are the members of the Supervisory Board – Andres Toome (chairman), Triinu Tombak and Risto Vahimets.
Auditor
At the annual meeting of shareholders, held on 26 April 2024, the shareholders of Harju Elekter Group selected audit company AS PricewaterhouseCoopers to conduct the audit of the company for 2024–2025.
PwC is a network of firms in 158 countries with more than 236,000 people around the world. PwC has been operating in Estonia since 1992, and within past 25 years we have become a leading company in our business area. We have more than 500 clients from leading domestic and international companies as well as public sector organizations. PwC Estonia employs nearly 170 specialists who are committed to delivering the highest quality solutions in assurance, advisory, tax and legal services.
