News

The goal of the discussion was to support a public debate and efforts towards improving Latvia’s economic outlook, promoting transparency, and fighting corruption through innovative solutions to the unique challenges facing SOEs.

Kristian Kaas Mortensen, President of the Baltic Institute of Corporate Governance (BICG), said: “Latvian State-Owned Enterprises are important economically, politically and socially. They are too important to tolerate inefficiencies, or their use as political playgrounds.”

Mr. Mortensen continued: “Better governance will have a positive impact on the state budget, the public’s perception of the government, and on the quality of infrastructure and services”.

The Panel discussion was led by Daiga Auziņa-Melalksne, Chair of the Management Board at Nasdaq OMX Riga. Ms. Auziņa-Melalksne said: “Proper governance requires depoliticisation of decision making and the operational separation of the state’s shareholder oversight from its industrial policy and regulatory functions.”

Other speakers at the event were: Mr. Lars-Erik Frederiksson, Special Advisor in the Swedish Governments State Ownership Unit, located in the Ministry of Finance, Mr. Martin Gauss, CEO of airBaltic, Mr. Juris Puce, State Secretary, Latvian Ministry of Economy and Mr. Adomas Audikas, Advisor to the Minister, Ministry of Economy of Lithuania.

The event focused on international best practise such as:

A written ownership policy needs to guide the state. It should define: the purpose of state ownership; what institutions represent the interests of the state; expected outcomes of state ownership; and the methods by which the outcomes are to be achieved.

A professional Board of Directors/Council is essential for directing the enterprises and holding management to account. Members of the Board of Directors/Council should be professional and competent, and not nominated based upon political considerations.

Professional managers are best suited to manage commercial enterprises. They require operational autonomy. At the same time, managers need to be held fully accountable for their performance.

The U.S. Ambassador Judith Garber said: “Corporate governance of State-Owned Enterprises is a major challenge in many economies, including Latvia. One of the main challenges is for the government to exercise its ownership functions without undue political pressure and interference in the company’s management.”

Contact for further details:
Kristian Kaas Mortensen
km@corporategovernance.lt
+370 6111 33 44

The Private Sector Advisory Group (PSAG) brings together international leaders of the private sector whose shared goal is to help developing countries improve their corporate governance. The PSAG includes as members highest level representatives of the private sector from across the globe – from all regions, from developed and developing markets – and from diverse professions, including investors, lawyers, accountants, and journalists.

PSAG involves some 75 international leaders, who volunteer their time and expertise to advance corporate governance in developing and emerging-market countries.

PSAG is affiliated with the Global Corporate Governance Forum.

About the Global Corporate Governance Forum and the Private Sector Advisory Group

The Global Corporate Governance Forum is the leading knowledge and capacity building platform dedicated to corporate governance reform in emerging markets and developing countries. The Forum offers a unique collection of expertise, experiences, and solutions to key corporate governance issues from developed and developing countries.

The Forum’s mandate is to promote the private sector as an engine of growth, reduce the vulnerability of developing and emerging markets to financial crisis, and provide incentives for corporations to invest and perform efficiently in a transparent, sustainable, and socially responsible manner. In doing so, the Forum partners with international, regional, and local institutions, drawing on its network of global private-sector leaders. The Forum is a multi-donor trust fund facility located within the IFC, co-founded in 1999 by the World Bank and the Organization for Economic Cooperation and Development (OECD).

Press release

The Baltic Institute of Corporate Governance high profile delegation from Lithuania, Latvia and Estonia, visiting New York on a mission to increase U.S. and Baltic trade and investment, show the drive and determination behind the regions lead in economic growth.

The delegation of 30 business leaders participated in closing bell ceremony at NASDAQ MarketSite in New York City’s Times Square to mark the end of a successful 3 day visit to New York. In honour of the occasion, Kristian Kaas Mortensen, President of the BICG, rang the Closing Bell.

The purpose of the delegation was to facilitate and strengthen further U.S.-Baltic trade and investment, as well as provide networking and best practice Corporate Governance sharing with the leading U.S. corporations, such as Nasdaq OMX, Thomson Reuters, Deloitte, Microsoft, The Federal Reserve bank and Yale University.

“Visiting Nasdaq OMX here in Times Square is the highlight of a 3 day visit by a large delegation of Baltic business leaders. We had meetings with potential investors, something we hope will lead to increased trade and investment, that can further strengthen the US-Baltic friendship. The Baltic Institute of Corporate Governance delegates have left behind a clear message that the Baltic countries are open for business with the U.S. companies, and that the region continues its efforts to become an open, transparent and accountable investment destination,” said Mortensen.

A video of the NASDAQ Closing Bell.

Providing knowledge, training and business opportunities to our members and stakeholders are of the highest priority to the BICG, as this will help the Baltic economy grow and thereby provide a better environment for implementing corporate governance, transparency and accountability.

BICG is therefore hosting a delegation of Estonian, Latvian and Lithuanian political and business leaders to New York on October 5 to 7, 2011.

Date: October, 5 to 7
Place: New York, NY
Number of participants: Max 30
Cost: 500 Euro, plus travel & hotel

Draft program:

Wednesday October 5:
Optional: Individually tailored meetings arranged on a one-to-one basis, provide BICG with your requests for meetings with US partners, political leaders or business opportunities and we will (try to) arrange meetings on your behalf.
19.00: Welcome reception and dinner for the delegation hosted by Microsoft, keynote speakers; Stephen Davis, Ph.D., Executive Director/Senior Fellow, and Ira Millstein, Chairman, Millstein Center for Corporate Governance & Performance, Yale School of Management.

Thursday October 6:
10.00: Visit to Global Headquarters of Thomson Reuters where we will be greeted by the CEO Mr. Thomas H Glocer, Mr. Glocer will share his personal experiences as a CEO and Board member.
14.00: Visit to the Global Headquarters of Deloitte, hosted by the Deloitte Center for Corporate Governance, this will include a high level seminar/executive education program.
17.00 – 19.00: Free time
19.00: Dinner hosted by Deloitte

Friday October 7:
10.00: Visit to the Federal Reserve Bank of New York for a guided tour of the gold vault and a visit to the Bank’s museum followed by a seminar from the bank.
12.00: TBC
15.00-17.00: Visit to Nasdaq OMX Global headquarters: the delegation vill visit the Nasdaq OMX market site where we will officially close the Nasdaq market for the Colombus day weekend, this will be transmitted live globally. Following the closing Nasdaq will host a seminar on Capital market developments. We will finish the U.S. trip with a farewell reception overlooking New York‘s Famous Time Square, hosted by Nasdaq OMX.

Registration and travel arrangements:

Please register via email to: km@corporategovernance.lt (you are only registered when you receive a written confirmation). You can then choose to arrange your own travel and hotel or to use Westexpress.

Westexpress contact details: doloresa.burdinaite@westexpress.lt +370 5 266 1182

Program

As unlisted companies make a major contribution to Baltic economic growth and employment, today the Baltic Institute of Corporate Governance (BICG) has launched the first ever Corporate Governance Guidance and Principles for Unlisted Companies in the Baltics. Good corporate governance is highly important for unlisted companies. And it is not concerned just with the relations between a company’s board of directors and shareholders, but it is also about establishing processes and attitudes that add value to the business, help build reputation and ensure its long-term continuity and success.

The Guidance was developed based on Corporate Governance Guidance and Principles for Unlisted Companies in Europe prepared by the European Confederation of Directors’ Associations (ecoDa).

The specific corporate governance needs of unlisted companies have, to date, been relatively neglected by governance experts as well as by policy-makers. In particular, the Lithuanian, Latvian and Estonian Corporate Governance Codes are primarily aimed at listed rather than unlisted enter- prises. The aim of Corporate Governance Guidance and Principles for Unlisted Companies in the Baltics is to fill the void.

“Last year we published a Baltic guidance for state-owned enterprises, this year we follow up with a guidance for unlisted companies. This sector comprises up to 70% of our economy and improving corporate governance in this area will have a positive impact on the economy and growth in employment,” said Kristian Kaas Mortensen, President of the BICG.

Fourteen principles of good governance are presented on the basis of a dynamic phased approach, which takes into account the degree of openness, size, complexity and level of maturity of individual enterprises. A dynamic approach towards governance is essential, since governance frameworks must evolve over the life cycle of a business.

The principles provide a governance roadmap for family owners or founder-entrepreneurs as they plan the development of their companies over the corporate life cycle. These principles may be relevant for subsidiary companies and joint ventures as well. Even state-owned companies or social enterprise organizations can be inspired by the best practices laid down here.

“As investors, we see good corporate governance as well as environmentally and socially responsible behavior as essential in managing any company with the aim of maximizing long-term shareholder value. In our investment region, improving corporate governance is an important and obvious first step for companies in their efforts to attract investors. Companies which are managed along clear and credible principles that align shareholder interests with an independent board and transparent financial reporting, are clearly better positioned to enhance investor confidence and thereby increase investor interest. This publication is an excellent guide to unlisted companies in the Baltics wanting to implement a governance framework based on international best practice,” said Louise Hedberg, Head of Corporate Governance at East Capital.

Notes to editors

The case for better corporate governance in unlisted companies:

• Many unlisted enterprises are owned and controlled by single individuals or families. Good corporate governance in this context is not primarily concerned with the relationship between boards and external shareholders (as in listed companies). Nor is it mainly about compliance with formal rules and regulations. Rather, it is about establishing a framework of company processes and attitudes that add value to the business, help build its reputation and ensure its long-term continuity and success.
• Good corporate governance is particularly important to the shareholders of unlisted companies. In most cases, such shareholders have limited ability to sell their ownership stakes, and are therefore committed to staying with the company for the medium to long term. This increases their dependence on good governance.
• Good governance can also play a crucial role in gaining the respect of key external stakeholders. In an environment of mounting societal scrutiny towards the business world, even unlisted companies have to devote attention to their stakeholder responsibilities. Corporate reputation will benefit from a gradually increasing transparency and accountability.
• An effective governance framework defines roles, responsibilities and an agreed distribution of power amongst shareholders, the board, management and other stakeholders. Especially in smaller companies, it is important to recognize that the company is not an extension of the personal property of the owner.

Read more here:

Press release

Corporate Governance Guidance for Unlisted Companies in the Baltics

Date & time: Tuesday, September 27, 2011, 12.00 to 14.00
Price: Members of the above organizers – 90 Lt, others – 150 Lt
Place: Radisson Blu Lietuva, Vilnius
Registration: Eglė Juciūtė, egle@swedish.lt Tel. +370 5 24 87 902

Agenda:

11.30 Arrival & registration
12.00 Mr. Jørgen Lindegaard will share his experience as a CEO of companies like SAS  (13.000 employees) and ISS (520.000 employees)
12.40 Mr. Jørgen Lindegaard and Arminta Saladžienė will discuss how to adopt  big global company strategies to smaller local companies
13.00 Lunch & networking
14.00 Finish

About Mr. Jørgen Lindegaard

Jørgen Lindegaard graduated with a Masters degree in Civil Engineering from the Technical University of Denmark in 1975 and immediately joined Philips Telekommunikation, a subsidiary of the Dutch Philips conglomerate, where he stayed until 1977. At that time he joined Fyns telefon. a former regional unit of the Danish national telecoms company TDC A/S. In 1991, after 14 years at Fyns Telefon, he joined KTAS the regional equivalent telecoms unit for Copenhagen where he stayed for 4 years until joining GN Store Nord.

After more than 25 years in the telecoms industry, he was headhunted to become the CEO of SAS, where he oversaw a turbulent time in the international aviation industry including 9/11 and the deadly crash at Milan Linate of Scandinavian Airlines flight SK686 on October 8, 2001. He left the company in 2006 to become the CEO of the world’s largest facilities management company, and Denmark’s largest global employer, ISS A/S. ISS has more than 500.000 employees globally.

Mr. Lindagaard left the role as CEO of ISS in 2010 to join the companys boards of directors, he has recently also bought a large part of the shares in AVT Business school where he is the Chairman.

Mr. Lindegaard is currently a member of the board of directors of Trifina Holding ApS, Efsen Engineering A/S and Zealand Pharma A/S and the Chairman of AVT Business school.

About Ms. Arminta Saladžienė

Arminta Saladžienė is the Chair of the Management Board of Nasdaq OMX Vilnius and Chair of the Board of the Baltic Institute of Corporate Governance, she received the prestigious Baltic Sea Award in 2009 and was in June 2011 named as a Global Rising star by Yale University. Ms. Saladžienė has an MBA from the Baltic Management Institute.

EN Download

Date & time: Tuesday July 12, 2011, 14.00 to 16.00
Attendance: By invitation only, there is no participation fee
Place: British Embassy, Antakalnio str. 2, Vilnius

Agenda:

14.00 Arrival & coffee

14.30 Welcome by her Majesty’s Ambassador to the Republic of Lithuania David Hunt

14.40 Mr. Seamus Gillen will introduce the UK Financial Reporting Councils recently published GUIDANCE ON BOARD EFFECTIVENESS. The session will focus on how we in the Baltics can use this guidance to improve our own boards. The session will be interactive, and will have full opportunities for dialogue.

15.40 Launch of the Corporate Governance Guidance and Principles for Unlisted Companies in the Baltics

15.50 Light snacks and drinks hosted by Ambassador Hunt

About Mr. Seamus Gillen

Seamus Gillen specialises in the areas of governance, directors’ duties, and disclosure, and has helped the ICSA formulate its policy in relation to boardroom behaviour and its responses to the UK regulatory reviews of the Combined Code for banking governance. Seamus is the convener of the Working Group overseeing the ICSA Hermes Transparency in Governance Awards, whose aim it is to encourage improvements both in the governance disclosure process in annual reports of the companies which constitute the FTSE350, and in their actual governance performance.

Seamus previously worked for the UK Government as a senior policy official inWhitehall, becoming Private Secretary to the UK Secretary of State for the Environment, and then Secretary to the UK Deputy Prime Minister. He oversaw a number of significant policy initiatives including the Kyoto Protocol, and the development of London Docklands and was seconded to the French government on private finance issues. He moved into becoming a Company Secretary and Director of Regulation at AWG plc, a water and utilities company listed on the London Stock Exchange, and subsequently became Head of Public Policy and Regulation at O2 plc, another UK listed company. Seamus is particularly interested in the links between corporate governance and reputational risk, and the strategic importance of these issues in protecting and creating value, generating investor confidence, and building sustainable relationships with wider groups of stakeholders.

EN Download

Arminta Saladžienė, the Chairperson of the Baltic Institute of Corporate Governance (BICG), was awarded with the YALE Rising Star 2011.

This award recognizes young global corporate governance professionals, who are making their mark as outstanding analysts, experts, activists or managers. Selections were based on criteria such as past accomplishments and thought leadership, future projects and endeavours, reputation among existing industry leaders, and potential to influence the industry in the future.

Corporate governance has become a very important issue in the Baltic countries. The Institute has been very active in advancing the corporate governance agenda in the Baltic region and seeking to improve the understanding of good corporate governance and the value of adhering to established international principles. The Institute leads education program for professional board members, develops and maintains corporate governance guidelines not only for the Baltic private companies, but also for the government-owned enterprises.

Ms. Saladžienė is a co-founder of the Institute and its first Chairperson, she is as well the Chairperson of the Management board of NASDAQ OMX Vilnius.

Ms Saladžienė is among a group of 10 awardees, which include professionals from all parts of the world. The honorees were all nominated by a member of the governance community and have been honoured during a reception at the Yale Governance Forum in June, 2011.

For more information about the Rising Starts of Corporate Governance 2011 award, pleasesvisit: http://millstein.som.yale.edu./RisingStar.shtml.

Press release, EN

Press release, LT

Join the BICG November 2011 Executive Education Program. The curriculum is delivered by top International business executives from Denmark, Sweden, UK and Germany and focuses on:

• What does it mean to be a supervisory board member
• Corporate Governance Structure in the Baltic’s
• Board’s role in corporate image and media
• Board’s Role in Strategic Planning
• Follow up and Control in the Boardroom
• Board’s Role in Mergers and Acquisitions
• Corporate Governance codes and standards
• Duties and Liabilities of Board Members
• Role of the Board in international expansion
• Splitting CEO and Chairman Roles
• Removal of the Board members and CEOs
• Evaluation of the Board

It typically takes several years and over a million dollars to establish a functional corporate governance institute. Incorporation, staffing, policy research, training programs, marketing, and public relations take time and money. In 2009, a handful of dedicated volunteers turned this proposition on its head. With the aid of a few well-placed connections, they sparked a movement that led to creation of the Baltic Institute of Corporate Governance (BICG) and – relying almost exclusively on pro bono assistance – produced world-class deliverables.

The BICG story offers valuable lessons on how to develop effective partnerships and use networks to build organizational capacity.

Read more here:

How the Baltic Institute became a reality — and what others can learn from it

With support of the European Commission Representation in Latvia, Baltic Institute of Corporate Governance (BICG) is organasing a discussion about the role of competition and corporate governance in the state-owned enterprises in Latvia.

The debate is organized as an open exchange of opinions amongst the main stakeholders: private and public sector professionals, government officials, politicians and independent experts. It aims at gathering the leading practitioners and opinion‐leaders to discuss the fragile border between the role of the government as the owner (or co‐owner) of the most influential enterprises that often enjoy the status natural monopolies, and ministries’ main constitutional purpose of governance and support of the overall development of the economy and particular industries according to the general requirements for open competition and anti‐monopoly policies. Can corporate governance of state-owned enterprises become the answer to the obvious conflict these two roles bare?

Program:

17:00 Welcome by Valdis Zagorsksis, Deputy Head of European Commission Representation in Latvia
17:05 – 17:25 Introductory session: setting up the context.

• Governance of state‐owned enterprises in Latvia, Indars Aščuks, BICG
• Competition and corporate governance in the state‐owned enterprises in Latvia, Tālis Putniņš, Riga Stockholm School of Economics
• State‐owned enterprises: status quo in Lithuania, Adomas Audickas, Advisor to the Minister of Economics of Lithuania

17:25 – 19:00 Roundtable discussion

Moderator: Vjačeslavs Dombrovskis, Baltic International Center for Economic policy Studies, Riga Stockholm School of Economics

Working language: Latvian/English

19:30 Dinner at restaurant “Neiburgs”, Jauniela 25/27

Program

The BICG’s first Annual General Meeting and Conference, held at the Radisson Blu Lithuania in Vilnius, March 18, was a ground-breaking celebration of the best in corporate governance.

To do their job appropriately, Institute members were armed with agendas, voting procedures, financial statements, annual report, decision backgrounders, and more. “We work for absolute transparency,” said Kristian Kaas Mortensen, President of the BICG.

But what made the AGM and conference truly extraordinary, was a video address by the U.S. Secretary of State Hillary Clinton, who spoke on the invitation of the BICG. “It was a significant video address,” said Mortensen, “and we couldn’t have been more pleased. The Secretary’s appearance was proof positive of the Institute’s escalating prestige”.

In her remarks, the Secretary spoke to the attendees about the importance of institutional reform, good governance, and transparency. More specifically, she said:

“The transformation of the Baltic region over the past two decades is remarkable. You have shown a commitment to democracy and expanding economic opportunities that is transforming your communities and your countries. I share with all of you the belief that transparent corporate governance is essential to stable finance markets and sustainable economic growth. It prevents corruption and helps attract the business and investment required to make economies grow.

“Your work to reform state-owned enterprises sends a strong message across the region about the importance of transparency and accountability. As you continue to grow stronger economies and increase opportunity, know that the United States stands with you.”

“This was the perfect time to have such a distinguished world leader share her views with us,” Mortensen explained. “Coming on the heels of a spectacular year of accomplishments, her appearance made further inspiring evidence that corporate governance will continue to be essential to the conduct of business and government around the globe.”

Watch the video address.

U.S. Secretary of State Hillary Clinton has agreed to speak via video to the Annual General Meeting and Conference of the Baltic Institute of Corporate Governance, taking place on March 18, at the Radisson Blu Lithuania in Vilnius.

Secretary Clinton accepted the invitation from the BICG and plans to address institutional reform, good governance and transparency.

Kristian Kaas Mortensen, President of the two-year-old BICG, said Estonian, Latvian and Lithuanian executives from business and government will attend the event to discuss key issues impacting corporate governance in the Baltics.

“It is is a wonderful time to have such a distinguished world leader share her views and vision of the world with our members,” Mortensen explained. “Our organization has just completed a spectacular year of accomplishments. In 2011, BICG’s project of the year will be reform of state-owned enterprises, and her appearance is not only timely, but will be helpful in moving the agenda forward.”

Also among the conference speakers are Sten Scheibye, Chairman of Novo Nordisk (Denmark); Bjorn Sprangere, Chairman of LKAB (Sweden); Morten Kallevig, Deputy Director General, Ownership Department, Ministry of Trade and Industry (Norway); and Peter Kastrup-Misir,, Partner, CompanyPlus (Denmark).

Conference moderator is Christian Engelsen of the Institute for Corporate Governance in Denmark.

Press release

Following the Article 5.7 of the Statutes of the Association “BALTIC INSTITUTE OF CORPORATE GOVERNACE”, legal entity code 3024 41498, registered address Jogailos str. 4, Vilnius, Lithuania, (the “Association”), the President of the Association hereby convenes the annual general meeting of members of the Association (the “Meeting”).

The main details of the Meeting can be found in the below documents:

Agenda of the AGM, EN

Agenda of the AGM, LT

Annex to agenda. Draft decisions, EN

Annex to agenda. Draft decisions, LT

Voting right transfer agreement, EN

Voting right transfer agreement, LT

On Friday, March 18, the Baltic’s dedicates a day to mark the new importance of governing with global vision, when Baltic Institute of Corporate Governance presents top level international experts to challenge your global outlook.

Download the Agenda here.