Annual report - HSE
Annual report - HSE
Annual report - HSE
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the Managing Director represents and runs the company on his/her own responsibility in<br />
line with the objectives, strategy and guidelines of the company.<br />
2.3 Supervisory Board<br />
The Companies Act, Articles of Incorporation of <strong>HSE</strong> and the Rules governing the work of<br />
the Supervisory Board define the competences and decision-making procedures of the<br />
SB, organisation of work and other issues of significant importance to its operations.<br />
The Articles of Incorporation of <strong>HSE</strong> defines the structure of the Supervisory Board.<br />
The Supervisory Board consists of six members, of which four members represent the<br />
interests of the owner and are appointed and dismissed by the owner, while two members<br />
represent the interests of employees and are appointed and dismissed in accordance with<br />
the Worker Participation in Management Act. Supervisory Board members are appointed<br />
for a term of four years and can be re-appointed when their term of office expires.<br />
Under the Articles of Incorporation, the Supervisory Board has the following powers:<br />
• It supervises the management of the company;<br />
• It examines the structure of the annual <strong>report</strong> and the proposal for allocation of<br />
accumulated profit;<br />
• It prepares a <strong>report</strong> on the results of the examination of the annual <strong>report</strong> for the General<br />
Meeting;<br />
• It confirms the annual <strong>report</strong> or makes comments thereon;<br />
• It gives an opinion on the foundations of business policy and the development plan of the<br />
company;<br />
• It approves the business plan of the company;<br />
• It proposes to the founder the decisions falling within its area of competence or gives<br />
opinions on the proposals made by the Managing Director in connection with the<br />
decisions to be accepted by the founder;<br />
• It appoints and dismisses the company’s Managing Director;<br />
• It concludes employment contract with the Managing Director;<br />
• It authorises the Managing Director to take decisions at the general meetings of<br />
subsidiaries in the event of changes in the status or equity structure;<br />
• It adopts the Rules governing the work of the Supervisory Board;<br />
• It may request <strong>report</strong>s on other matters; and<br />
• It issues preliminary approvals to the <strong>HSE</strong> Managing Director for legal transactions such<br />
as acquiring, disposing of and pledging the shares and interests in subsidiary and other<br />
companies; establishing or winding up other companies, branch offices and plants;<br />
acquiring, selling, exchanging or pledging real estate property owned by the company;<br />
and any legal transactions (including investments, credit transactions and similar)<br />
exceeding 10 % of the company’s nominal capital or € 2,955,000.00 other than electricity<br />
trading and related transactions, transactions related to short-term cash management<br />
within the <strong>HSE</strong> Group and transactions for short-term investing of assets in the form of<br />
deposits at commercial banks.<br />
• The Supervisory Board may also carry out other tasks laid down in regulations and<br />
company’s governing documents, or authorised by the decisions of the founder.<br />
2.4 Audit Committee<br />
The Audit Committee was established in accordance with the Companies Act and it<br />
ensures professional support to the SB. Tasks and competences of the Audit Committee<br />
are determined by the Companies Act and SB decisions:<br />
• Monitoring of financial <strong>report</strong>ing procedure;<br />
• Monitoring of internal controls efficiency within the company, internal audit and risk<br />
management systems;<br />
• Monitoring of statutory audit of annual and consolidated financial statements;<br />
• Reviewing and monitoring of auditor’s independence for the company’s annual <strong>report</strong>,<br />
particularly assuring additional non-audit services;<br />
• Proposing SB the appointment of the candidate for the auditor of the company’s annual<br />
<strong>report</strong>;<br />
<strong>Annual</strong> Report <strong>HSE</strong> 2012<br />
2 Business Report<br />
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