Annual report - HSE

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