ORGANISATION AND ADMINISTRATION
Pursuant to the Commercial Code and the AS Tallink Grupp's Articles of Association, the right of decision and the administration in the Company is divided between the Shareholders represented by the Shareholders' Meeting, the Supervisory Board and Management Board.
SHAREHOLDERS' GENERAL MEETING
Ultimate authority lies with the Company's shareholders, who exercise this authority at the Annual General Meeting. The primary duties of the Annual General Meeting are to approve the annual report and the distribution of dividends, elect members to the Supervisory Board, select auditors and their deputies, and pass resolutions on any increase or decrease in share capital and on any other changes to the Articles of Association. The Annual General Meeting also determines the size of remuneration for the Supervisory Board. AS Tallink Grupp held the last Annual General Meeting on 12th of June 2018.
THE SUPERVISORY BOARD
The Supervisory Board engages in oversight and longer-term management activities such as supervising the Management Board and devising business plans. No residency requirements apply to the members of the Supervisory Board. The Supervisory Board reports to the Shareholders' General Meeting. The Supervisory Board consists of 5 to 7 members. Members of the Supervisory Board are elected for periods of three years at a time. The Supervisory Board shall elect one of its members as Chairman.
The Supervisory Board is responsible for the administration of the Company and the appropriate organization of its operations. The Supervisory Board determines the principles for the Company's strategy, organization, annual operating plans and budgets, financing and accounting. The Supervisory Board elects the members of the Management Board and determines their salaries and benefits.
The Supervisory Board has at present seven members: Mr. Enn Pant - Chairman, Mr. Toivo Ninnas, Ms. Eve Pant, Mr. Ain Hanschmidt, Mr. Lauri Kustaa Äimä, Mr. Colin Douglas Clark and Mr. Kalev Järvelill.
THE MANAGEMENT BOARD
The Management Board is an executive body charged with the day-to-day management of the Company, as well as with representing the Company in its relations with third parties, for example by entering into contracts on behalf of the Company. The Management Board must adhere to the lawful orders of the Supervisory Board.
Members of the Management Board are elected for periods of three years at a time. Every member of the Management Board has the right to represent the Company in any legal and business matter.
The Management Board has at present five members: Mr. Paavo Nõgene - Chairman, Mr. Lembit Kitter, Mr. Harri Hanschmidt, Mrs. Kadri Land and Mrs. Piret Mürk-Dubout.
AS Tallink Grupp follows most of the Corporate Governance Recommendations of Tallinn Stock Exchange. For practical reasons a few recommendations are followed partly.