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First ESG Guidelines for Baltic Boards

First ESG Guidelines for Baltic Boards
Today, Baltic Institute of Corporate Governance (BICG) and professional services company EY unveiled the first guidelines for Baltic Boards outlining good practices for effectively engaging with environmental, social and governance (ESG) factors in business. “ESG is the area that is not only increasingly regulated but also increasingly full of opportunities to find new competitive strenghts and create long-term growth of...

Today, Baltic Institute of Corporate Governance (BICG) and professional services company EY unveiled the first guidelines for Baltic Boards outlining good practices for effectively engaging with environmental, social and governance (ESG) factors in business.

“ESG is the area that is not only increasingly regulated but also increasingly full of opportunities to find new competitive strenghts and create long-term growth of a company. Leadership in taking an integrated approach to it should come from the Boards, as they are in charge of company strategy. While information on ESG is currently abundant, practical guidance for Boards in the Baltics and elsewhere is lacking. The new guidelines aim to provide an understanding of what ESG is, why it is important, and how to engage with it on a very practical basis”, says Rytis Ambrazevičius, President of the BICG.

ESG Guidelines for Baltic Boards – What, Why, and How

A shift towards more sustainable business practices requires a significant involvement by the Boards in many areas, including reassessing company purpose, integrating ESG considerations into business strategies and monitoring them along the way, re-aligning company culture, etc.

Providing a practical step-by-step guidance for the process, the new guidelines encourage both Boards and companies to consider moving beyond tolerating minimum performance against consensus ESG benchmarks and to accelerate towards best-in-class ESG policies, identifying opportunities with unique worth of doing things differently.

While the new guide was created with the aim to promote change in the Estonian, Latvian and Lithuanian companies, it offers largely universal principles applicable in other companies beyond the Baltics.

Contacts:

LT: Rytis Ambrazevičius
President
Mob. +370 698 17011
E-mail: rytis[at]bicg.eu

LV: Andris Grafs
Vice President Latvia
Mob. +371 297 84407
E-mail: andris[at]bicg.eu

EE: Erik Sakkov
Country Manager Estonia
Mob. +372 502 1638
E-mail: erik[at]bicg.eu

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Latvian State Forests expelled as a member

Latvian State Forests expelled as a member
Taking into account the questionable practices and results of appointing the new CEO and other Management Board members at the Latvian State Forests (LSF), Baltic Institute of Corporate Governance (BICG) has decided to expel the company as a corporate member. The respective decision was made by the BICG Board on Thursday. Two individual members of the BICG, who are serving...

Taking into account the questionable practices and results of appointing the new CEO and other Management Board members at the Latvian State Forests (LSF), Baltic Institute of Corporate Governance (BICG) has decided to expel the company as a corporate member.

The respective decision was made by the BICG Board on Thursday.

Two individual members of the BICG, who are serving on the company’s Supervisory Board and held decision-making positions in the process, were also expelled.

Having participated in the Nomination Committee established by the Supervisory Board of LSF for the selection of the new CEO and the rest of the Management Board, BICG has already publicly raised questions if an appropriate process was conducted.

Among issues related to the appointment and noted by the BICG Board were whether a selected candidate is complying with crucial requirements for the position.

Given concerns already publicly expressed about the process, Prime Minister of Latvia has tasked the Cross-Sectoral Coordination Centre to assess the practices used in the nomination processes, including a selection of new management at LSF.

At the same time, BICG is inviting to start broader public consultations for improving the nomination process of Management and Supervisory Board members in the Baltic state-controlled companies, including the possibility for independent members to have collective veto rights as well as legal rights to publicly comment on the selection process, updating the approach to defining qualification requirements for candidates, competence and role of headhunters, etc.

All members of the BICG are subject to the Code of Ethics, which calls for integrity, transparency and accountability.

Contacts:

Andris Grafs
Vice President Latvia
Mob. +371 297 84407
E-mail andris[at]bicg.eu

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Program for Corporate Secretaries 2022

Program for Corporate Secretaries 2022
Baltic Institute of Corporate Governance (BICG) invites to attend the program for corporate secretaries, to be held in Riga on October 27th & 28th. Highly practical, two-day program offers insight into the varied role and duties of a corporate secretary in ensuring excellence in Board work and improving overall corporate governance practices in a company. "The role of a corporate...

Baltic Institute of Corporate Governance (BICG) invites to attend the program for corporate secretaries, to be held in Riga on October 27th & 28th.

Highly practical, two-day program offers insight into the varied role and duties of a corporate secretary in ensuring excellence in Board work and improving overall corporate governance practices in a company.

“The role of a corporate secretary as an assistant and advisor to the Board as well as an advocate for good corporate governance in the company is increasingly relevant in the Baltics, and it is necessary to make sure that everyone tasked with fulfilling these duties has the relevant knowledge and awareness of the best practices,” says Rytis Ambrazevičius, President of the BICG.

The course is based on the good corporate governance practice framework as well as practical advice by experienced corporate secretaries and Board professionals.

For full information about the program and profile of an ideal participant, please see:

INVITATION (EN)

Applications are now open until the 19th of June, and you can find the respective form both through the invitation and here. Please note that registration is dependent on the approval of the BICG. The cost of participation is 750 EUR (and VAT).

For more information, please contact:

Rytis Ambrazevičius
President
Mob. +370 698 17011
E-mail rytis[at]bicg.eu

Andris Grafs
Vice President Latvia
Mob. +371 297 84407
E-mail andris[at]bicg.eu

Erik Sakkov
Country Manager Estonia
Mob. +372 502 1638
E-mail erik[at]bicg.eu

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Black Swans in the Boardroom

Black Swans in the Boardroom
Held on April 22nd, the Annual Corporate Governance Conference by the Baltic Institute of Corporate Governance (BICG) focused on 'Black Swans in the Boardroom' this year, as multiple disruptive events that might have previously been thought to happen once a decade are now happening simultaneously and all businesses have to learn and adapt with both foresight and agility. "Being in...

Held on April 22nd, the Annual Corporate Governance Conference by the Baltic Institute of Corporate Governance (BICG) focused on ‘Black Swans in the Boardroom’ this year, as multiple disruptive events that might have previously been thought to happen once a decade are now happening simultaneously and all businesses have to learn and adapt with both foresight and agility.

“Being in charge of the strategic direction and the very survival of companies, Boards bear the main responsibility for dealing with all major disruptions by understanding their long-term impact and helping the management in navigating it short-term”, says Rytis Ambrazevičius, President of the BICG.

Some of the recent black swans in the Baltics and elsewhere discussed during the conference include geopolitical issues, breakdown in supply chains, skyrocketing cost of energy, ongoing pandemic and various other transformation processes, including push for sustainability.

Full recording & program of the conference is now available here.

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Decisions of the Annual General Meeting 2022

Decisions of the Annual General Meeting 2022
On April 22nd, Baltic Institute of Corporate Governance (BICG) held the Annual General Meeting (AGM) 2022 in Vilnius. Members approved the annual activity and audited financial reports, and the overall Annual Report 2021 is now available online here. “For the first time ever, the total number of our members has exceeded 300 and continues to increase. With the strengthening of...

On April 22nd, Baltic Institute of Corporate Governance (BICG) held the Annual General Meeting (AGM) 2022 in Vilnius.

Members approved the annual activity and audited financial reports, and the overall Annual Report 2021 is now available online here.

“For the first time ever, the total number of our members has exceeded 300 and continues to increase. With the strengthening of operations in Estonia, three sessions of the Board member education program were held for the first time in one year as well, compared to the usual two. We have also returned to Stockholm for our Chair education program, which remains the only program dedicated to ensuring effective Board leadership in the region. At the same time, we continue to share our knowledge with the civil servants free-of-charge and to lead in policy advocacy, encouraging improvements in Baltic legislation”, says Rytis Ambrazevičius, President of the BICG.

Board elections were held as well, with Lina Kapčinskienė, Chair of the Management Board at Baltic Agro Machinery UAB, and Daiva Rakauskaitė, Partner at Business angels fund I LLP, being re-elected for their second tenures of 3 years, while Vita Balode-Andrews, CFO at Latvian Railway JSC, and Kati Kusmin, CEO of Riigi Kinnisvara AS, are joining as new members of the Board.

New members are stepping in as Guntars Baļčūns, CFO at Latvenergo AS, and Riina Käi, CFO at Elering AS, have stepped down after having completed two tenures each.

“I want to thank Guntars and Riina for their time, insight and overall guidance in the last six years, during which the number of our members and graduates has doubled, education programs received attention across Europe and our voice in policy advocacy contributed to many positive changes in the governance legislation in the Baltics. At the same time, I want to welcome Vita and Kati, who are both set to bring their own perspective and ideas”, says Rytis Ambrazevičius.

The AGM has also re-elected the Nomination Committee, with Aiga Ārste-Avotiņa, Managing Partner at Amrop Latvia; Nijolė Kelpšaitė, Managing Partner at J. Friisberg & Partners Lithuania; and Marja-Liisa Soone, Senior Legal Counsel at Bolt, set to continue their work for another 1-year tenure.

More information about the BICG leadership can be found online here.

Members have also approved the updated version of the Statutes of the BICG, with amendments including an improved division of responsibilities between various bodies (e.g. governance functions more clearly assigned to the Board, management functions – to the President), inclusion of the Ethics Code as a key document of the Association, etc. The new version of the Statutes will come into effect after formal registration with the Centre of Registers in Lithuania.

We thank our corporate member Swedbank for hosting us.

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Board Member Masterclass in Strategy

Board Member Masterclass in Strategy
Baltic Institute of Corporate Governance (BICG) is delighted to announce the Masterclass in Strategy for high-performing Board members by a Board effectiveness expert Katarina Bonde, which will be held on June 15th in Riga. Now active as a Chair and independent director at both listed and privately held companies, Ms Bonde has an extensive background as a CEO and in...

Baltic Institute of Corporate Governance (BICG) is delighted to announce the Masterclass in Strategy for high-performing Board members by a Board effectiveness expert Katarina Bonde, which will be held on June 15th in Riga.

Now active as a Chair and independent director at both listed and privately held companies, Ms Bonde has an extensive background as a CEO and in other executive roles at high tech companies in Sweden and USA. Her current assignments include chairing such businesses as AddSecure Group, a leading European company providing secure connectivity solutions for the internet of things (IoT), and Nepa, a global market research agency, as well as being an independent Board member at Mycronic, a high-tech company producing laser pattern generators; Stillfront, a free-to-play powerhouse of gaming studios; Bure ACQ, the first special purpose acquisition company in Scandinavia, etc.

She is the best rated speaker at the Chair education programs by the BICG.

Ms Bonde’s highly-practical, one-day course is designed to explore advanced aspects of an effective Board work in strategy, in the areas of obtaining and dealing with the owner’s expectations, the process of creating and monitoring the strategy as well as its proper communication.

It is offered as an opportunity for our graduates and others with an already working knowledge of corporate governance and Board work to improve it further.

For full information about the program of the masterclass, profile of an ideal participant and about Ms Bonde, please see:

INVITATION (EN)

Applications are now open until the 24th of April, and you can find the respective form both through the invitation and here. Please note that registration is dependent on the approval of the BICG. The cost of participation is 685 EUR (and VAT).

Contacts:

Rytis Ambrazevičius
President
Mob. +370 698 17011
E-mail: rytis[at]bicg.eu

Andris Grafs
Vice President Latvia
Mob. +371 297 84407
E-mail: andris[at]bicg.eu

Erik Sakkov
Country Manager Estonia
Mob. +372 502 1638
E-mail: erik[at]bicg.eu

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Annual General Meeting & Conference 2022

Annual General Meeting & Conference 2022
Baltic Institute of Corporate Governance (BICG) invites all members to the Annual General Meeting & Corporate Governance Conference 2022, to be held on the 22nd of April in Vilnius. Please find the preliminary agenda of the meeting below and please note that the voting ballots and other related information will be sent to all members on the 1st of April. Preliminary Agenda of...

Baltic Institute of Corporate Governance (BICG) invites all members to the Annual General Meeting & Corporate Governance Conference 2022, to be held on the 22nd of April in Vilnius.

Please find the preliminary agenda of the meeting below and please note that the voting ballots and other related information will be sent to all members on the 1st of April.

Preliminary Agenda of the AGM (EN)

Preliminary Agenda of the AGM (LT)

UPDATE, 1st of April, 2022:

Final Agenda of the AGM (EN)

Final Agenda of the AGM (LT)

Draft decisions (EN)

Draft decisions (LT)

Voting ballot (EN)

Voting ballot (LT)

Activity Report 2021 (EN)

Independent Auditor’s Report and Financial Statements 2021 (EN)

New wording of the Statutes of the Association (EN)

New wording of the Statutes of the Association (LT)

Nomination Committee Proposal (EN)

Nomination Committee Proposal (LT)

The filled in ballots to be transferred to the Association by means of electronic communication provided that the security of information thus transmitted in ensured and it is possible to establish the member’s identity and at least 1 hour to the beginning of the Meeting. /END UPDATE
 
Annual Corporate Governance Conference 2022 will be held on the 22nd of April as well.
 
As multiple disruptive events are now happening simultaneously, the conference will focus on ‘Black Swans in the Boardroom’ and how can the Baltic Boards lead their companies in such uncertain circumstances.
 
We will have an opportunity to hear from local and international speakers, who will discuss geopolitical issues, breakdown in supply chains, skyrocketing cost of energy, ongoing pandemic and various other transformation processes, including push for sustainability.
 
Full schedule and more information: https://www.governanceconference.eu/.  ..

 

For more information, please contact:

Rytis Ambrazevičius
President
Mob. +370 698 17011
Email: rytis[at]bicg.eu

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Board members should question their mandates in Russian and Belarusian companies

Board members should question their mandates in Russian and Belarusian companies
Baltic Institute of Corporate Governance (BICG), together with the European Confederation of Directors' Associations (ecoDa), is calling on all Baltic and other European Board members to question their mandates in Russian and Belarusian companies. European Board members should also reconsider their investment strategies as well as the operational processes in Russia and Belarus and in doing so check back with...

Baltic Institute of Corporate Governance (BICG), together with the European Confederation of Directors’ Associations (ecoDa), is calling on all Baltic and other European Board members to question their mandates in Russian and Belarusian companies. European Board members should also reconsider their investment strategies as well as the operational processes in Russia and Belarus and in doing so check back with investors and owners in respect of such strategic moves. Businesses cannot be conducted as usual when the war in Ukraine violates international rules.

“We are confident that European Board members will rise to the occasion and question their mandates in Russian and Belarusian companies. Board members should feel a stronger moral duty to uphold the fundamental European values of freedom and democracy. Of course, it must be up to the individual director to decide, taking into consideration the situation of each company”, says Leena Linnainmaa, Chair of ecoDa.

Many European companies have already chosen to align their strategies with the unanimously agreed sanctions taken by the European Union, and ecoDa welcomes the strong signal given by those major companies.

“In this exceptional context of war, Board members must demonstrate responsibility – just as they have done during the Covid crisis. However, the stakes today are of a completely different dimension – and have profound implications for the sustainability of peace, democracy and economy in Europe”, underlines Michel de Fabiani, Chair of ecoDa’s Advocacy and Policy Committee.

Full statement can be viewed here.

Contacts:

Rytis Ambrazevičius
President
Mob. +370 698 17011
E-mail: rytis[at]bicg.eu

Andris Grafs
Vice President Latvia
Mob. +371 297 84407
E-mail: andris[at]bicg.eu

Erik Sakkov
Country Manager Estonia
Mob. +372 502 1638
E-mail: erik[at]bicg.eu

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Applications open for CG assessments by the BICG

Applications open for CG assessments by the BICG
Baltic Institute of Corporate Governance (BICG) invites companies to register for an assessment of their corporate governance practices, which allows to identify their strengths, weaknesses and develop comprehensive plans for improvement. Depending on company type (listed, state-owned or unlisted/closely held), all assessments by the BICG are based upon 3 internationally recognised benchmarks: G20/OECD Principles of Corporate Governance, OECD Guidelines on...

Baltic Institute of Corporate Governance (BICG) invites companies to register for an assessment of their corporate governance practices, which allows to identify their strengths, weaknesses and develop comprehensive plans for improvement.

Depending on company type (listed, state-owned or unlisted/closely held), all assessments by the BICG are based upon 3 internationally recognised benchmarks: G20/OECD Principles of Corporate Governance, OECD Guidelines on Corporate Governance of State-Owned Enterprises and ecoDa Corporate Governance Guidance and Principles for Unlisted Companies in Europe.

Five corporate governance categories with the total of 58 indicators are evaluated during the assessments: shareholder protection and rights; Board of directors; transparency and reporting; control environment and stakeholders. All findings and respective recommendations are then provided in a detailed report for the company.

As the number of assessments that can be carried out each year is very limited, to provide equal opportunity for all businesses the BICG invites companies that might want to start their own evaluation this year to register their interest by the 15th of March.

 

Testimonials from Latvia, Lithuania and Estonia

“Latvenergo has been working persistently on improving its corporate governance. We saw the BICG proposed assessment as an excellent tool to identify additional activities so that we are in line with international best corporate governance practice. The assessment provided valuable findings and allowed us to broaden our horizons. As a result, we formalised some of our already established practices, introduced new ones, in some areas reviewed the distribution of responsibility among governance bodies, and extended the scope of publicly disclosed information. We strongly believe that all of this has made our company better governed and more attractive to investors and other stakeholders!”, Latvenergo, leading energy supplier in the Baltics.


“The main result of the BICG assessment was an amendment of the management structure of the company under recommendations issued by the BICG, i.e., the company changed to a one-tier Board structure instead of a two-tier structure, with the independent Board taking over the functions of the previous Supervisory Council. These changes simplified and made the management structure of the company more transparent and more efficient”, AUGA group, organic food company listed on Nasdaq stock exchange.


“Operail’s intention is to pursue best management and corporate governance practises. Company wanted a professional evaluation and got a comprehensive assessment of its corporate governance practises’ strengths, weaknesses and improvement plan. In long term, the enhanced management practises and increased transparency will translate into improved effectiveness, competitiveness and sustainable value creation”, Operail, international group of railway logistics companies.

Assessment fee varies from 5.000 to 10.000 EUR (and VAT), depending on the size of the company.

 

For more information, please see here:

 

 

 

 

 

 

 

 

 

 

Contacts:

Rytis Ambrazevičius
President
Mob. +370 698 17011
E-mail: rytis[at]bicg.eu

Andris Grafs
Vice President Latvia
Mob. +371 297 84407
E-mail: andris[at]bicg.eu

Erik Sakkov
Country Manager Estonia
Mob. +372 502 1638
E-mail: erik[at]bicg.eu

 

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