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Public People And Shares In Capital Companies Management Act

Original Language Title: Publiskas personas kapitāla daļu un kapitālsabiedrību pārvaldības likums

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The Saeima has adopted and promulgated the following laws of Valstsprezident: public people's capital shares and enterprises Management Act (A) the provisions in sadaļaVispārīg I nodaļaLikum terminology, purpose and operation of the law article 1. The terms used in the law (1) of the Act is used in the following terms: 1) capital-capital company with limited liability or joint stock company shares; 2) public people in the capital — a public person owned the shares in the company with limited liability or joint stock company shares; 3) public entities a corporation — a corporation in which all shares or voting shares belong to one public person; 4) persons controlled public corporation – a corporation, in which one or more persons is a direct public decisive influence; 5) public private corporation — a corporation in which all shares or voting shares owned by several public parties; 6) private corporation — a corporation in which the shares or shares owned by the public person and the other person (except the staff stock owners); 7) subsidiary company-Corporation that public entities a corporation or public private corporation has gained a decisive influence on the direct participation of the group based on law; 8) national capital — the State-owned shares in the company with limited liability or joint stock companies; 9) public corporation – a corporation in which all shares or voting shares owned by the State; 10) derived public people in parts of the capital — derived public person owned the shares in the company with limited liability or joint stock company shares; 11) derived public person Corporation — a corporation in which all shares or voting shares belong to one derived public person; 12) municipal capital — a municipality-owned shares in a company with limited liability or joint stock company shares; 13) Municipal Corporation — a corporation in which all shares or voting shares belong to one municipality; 14) public people's Supreme authority: (a)) with regard to the part of the capital and the management of the capital company — Cabinet, b) in the case of the municipality of the capital and the management of the Corporation, the Municipal Council, c) in relation to a derivative public person, except municipalities, the capital management, according to the law governing the respective derived public persons; 15) corporate governance: the set of operations the Corporation's activities and objectives for the control of the activities of the Corporation, as well as the Corporation's operational risk assessment and management; 16) non-financial objective the objective of the Corporation resulting from a corporation to determine overall strategic objectives, legislation and policy planning documents and are associated with a specific person in a public function; 17) financial objectives: the objectives of a corporation related to the position of financial operations (including profitability, capital structure, dividend and profit turnover); 18) overall strategic objectives — the public people of higher authority set the objectives of the Corporation that the person wants the public to achieve participation in the Corporation and arising from legislation and the policy planning documents; 19) medium-term strategy, the Corporation's operational planning document at least a three-year period, which is scheduled for a corporation, dividends paid profit share and the Corporation's budget. (2) other terms used in this Act, the commercial law Group law and the law of public administration facilities. 2. article. The purpose of the law this law aims to promote public person owned the shares and public persons efficient management Corporation, a public person Corporation rational and economically justified use of resources, good corporate governance principles, as well as to ensure public participation in the compliance of the person. 3. article. The operation of the law (1) this law shall determine the order in which: 1) public person acquires, stop and change the size of the intended holding Corporation; 2) public people are met as a member of the capital company (shareholder's) obligations and implement rights; 3) are managed in the public corporations and public entities to private corporations, as well as the subsidiary companies; 4) is founded, operated and eliminated the public people in the Corporation; 5) is reorganized public personal corporations; 6) public personal movable capital; 7 persons) public corporation becomes a private corporation or public private corporation; 8) public entities a corporation is transformed into an institution or a public agency. (2) the actions provided for in this Act shall be subject to the control of business also supports regulatory legislation. (3) issues, which are not subject to this Act, the commercial law and the provisions of the Law Group. (4) the activities of credit institutions, the provisions of this law apply, if the law of credit institutions unless otherwise specified. (5) the transfer of the business of credit institutions, the provisions of this law apply if a Bank takeover law provides otherwise. (II) nodaļaPublisk persons and public entities a corporation's participation in the decisive influence in the Corporation and article 4. Public people's conditions of participation (1) the Public entity may acquire participation capital in the public administration Act, article 88 of the equipment referred to in the first paragraph. (2) a public corporation of the person and the private to the public corporation may be in another Corporation in participation, if one of the following conditions: 1 the Corporation's activities comply with the) public people participation in the conditions laid down in the public administration Act, article 88 of the equipment in the first paragraph; 2) directly supports public person or a public corporation a private corporation's overall strategic objectives and medium-term actions the objectives defined in the strategy. (3) in addition to the second part of this article the terms referred to in the Corporation that wants to acquire a holding in another corporation before taking a decision, provide public persons the Supreme authority, or with the participation of the evaluation in another corporation, its resources will be used in a rational and economically justified, subject to the principles of good corporate governance. 5. article. Acquisitions and changes to (1) the decision on personal participation of the public or the decisive impact of the acquisition or termination of a corporation shall take the person to the highest public authority. (2) permits a corporation to a public person to acquire a holding, to acquire a decisive influence or terminate the decisive influence in another Corporation takes the public person's Supreme decision-making body. (3) public people of higher authority to the decision about the necessity of a public corporation to acquire private participation, gain decisive influence or terminate the decisive influence in the Corporation is bound by the other shareholders through a representative of the participant (shareholder) of the members (shareholders) meeting and deciding on this issue. (4) in the first, second and third subparagraphs above decisions include: 1) assessment regarding compliance with this law, the provisions of article 4; 2) overall strategic objective. (5) the second and third subparagraphs shall not apply to the Corporation, which operates as a credit institution or an investment management company. 6. article. The Group's prohibition of conclusion of the contract (1) a corporation or a public person publicly private corporation must not close the Group statutory contracts of the group. (2) If a public corporation controlled by the person of the members (shareholders) meeting expected to decide about the Group Legal Group's contract with another company, the public shareholders of the person's representative, through the members (shareholders), it is the duty of the law to vote so that the Corporation could not conclude the contract. (3) the Corporation or a public person publicly private corporation ensure that their subsidiaries switch not provided for in the laws of the group the Group's contracts with other companies. 7. article. Revaluation of participation (1) a public person is obliged at least once every five years to re-evaluate each of its direct participation in the Corporation and the compliance with this law, the provisions of article 4. This requirement shall not apply, if the law provides that the Corporation's shares or shares are not movable. (2) the decision on public participation in the preservation of individual corporations in the relevant public adopted personal the Supreme decision-making body. The decision shall include: 1) assessment regarding compliance with this law, the provisions of article 4; 2) General strategic objective. 8. article. Legal consequences by acquiring decisive influence (1) where persons are public Corporation acquires all the shares or the voting shares of another Corporation (the independent Corporation), then: 1) a dependent Corporation develop medium-term operational strategy based on article 57 of this law; 2) dividends payable to dependent corporations profit determined in accordance with this law, article 28 or 35; 3) dependent corporations and Council nominated by the Board, subject to the following conditions: (a) the nomination process is open), b) and the members of the Board nominees, based on professionalism and competence criteria; 4) independent corporation may establish Council only this law, article 106 of the case referred to in the first paragraph; 5) dependent corporations and members of the Board of the remuneration of the month, bonus and benefits of withdrawal established pursuant to the members of the Council and of the Executive Board in that the limits laid down in the law; (2) shareholders will ensure that persons in a controlled public corporation: 1) medium-term strategy for the development of action according to article 57 of this law; 2) information about a corporation of public law in accordance with article 58 of the first and second part; 3) dividends paid profit determined in accordance with this law, article 28 or 35. (3) Public entities a corporation shall ensure that its subsidiaries: 1) acquires other corporation, except where it meets this law, article 4, paragraph 1, of the second part of the public concerned and the Supreme authority of the person; 2) medium-term operating strategies according to article 57 of this law; 3) information about the Corporation public in accordance with article 58 of the law for the first and second subparagraph; 4) dividends paid profit determined in accordance with this law, article 28 or 35. (4) in the first subparagraph in those corporations in which the dependent will not be created by the Council, the members (shareholders) meeting shall perform the tasks of the Council under article 292 of the Law of the first part. (5) in the first subparagraph in those corporations in which the dependent will not be created by the Council, the Governing Board shall receive the members (shareholders) meeting consent in article 294 of the Law provided for in the first subparagraph the issue for decision. (6) the provisions of this article shall not apply to subsidiaries, which operate as a credit institution, investment management companies or corporations established abroad. 9. article. Termination of participation (1) the decision on the termination of the participation of persons of the public corporation shall take the person to the highest public authority. (2) the decision on the authorisation of a public corporation to terminate the participation of the person in another Corporation takes the public person's Supreme decision-making body. (3) a person of the highest Public Authority decision on the participation of the private to the public corporation other Corporation in a winding-up shall be binding on the holder of the shares representative by implementing participant (shareholder) of the members (shareholders) meeting and deciding on this issue. (4) in the first, second and third part in the decisions referred to in points of termination of participation of public persons. (5) the second and third subparagraphs shall not apply to the Corporation, which operates as a credit institution or an investment management company. (B) the person's sadaļaPublisk capital management-nodaļaKapitāl part III, the holder and the holder of the shares representative of article 10. Public shareholders (1) shareholders of a corporation are: 1) the Ministry or other public administration, which is part of the national capital holders nominated by the Cabinet of Ministers; 2) institution which, in accordance with this Act or the law "on State and municipal property privatisation of object" disposes of or privatize part of the State capital. (2) the Cabinet of Ministers established the Ministry for which the sector is essential to a particular state capital management (hereinafter referred to as the Ministry of industry). (3) the national capital in one corporation can have only one holder. (4) if the public shareholders is reorganized for the shareholders to become the institution's shareholders the rights and obligations of the transferee, if the Cabinet does not detect other public shareholders. (5) if the public shareholders is wound up, the Cabinet of Ministers appointed to national shareholders. 11. article. Derived public persons are shareholders (1) derived public persons are shareholders in the Corporation are: 1) the derived public person, owning these shares; 2) national regulatory authority which the derived public persons in capital holder appointed a Cabinet Minister by derived public people of higher authority. (2) derived public person shares the same Corporation, there can be only one holder. (3) if the derived public persona is reorganized, the shares held by it in the holder becomes a derived public person who reorganized the public rights of the child and the obligation of the transferee, if the decision on a reorganisation of public people derived is not otherwise specified. (4) if the derived public persona is eliminated, the proportion of the shareholders shall be determined by the law or the decision of a public person's liquidation derivative. 12. article. Ministry as a holder of shares (1) where public participation is the Ministry, this statutory shareholders decisions of the State Secretary of the Ministry or with the Secretary of the order of certain other officials of the Ministry, which has all of the legislation that the representative of the holders of shares in rights, duties and responsibilities (hereinafter, shareholders ' representative). (2) the first paragraph of this article the Ministry officials in absence (vacation, sickness or other similar situation, in which the shares are not provided on the functions of the representative) State Secretary of the Ministry are eligible shareholders to accept the decision or even to the officials in the absence of this decision powers other Ministry officials. The Secretary of State in the absence of the relevant decisions are taken by a person who fulfils the responsibilities of the Secretary of State. (3) the State Secretary of the Ministry from the Ministry of environment officials are appointed by the responsible employee to him or by an order of the Secretary of State for a particular official in the performance of the capital, a representative of the holder shall provide the necessary information and preparing documents to the Secretary of State or the officer could perform the functions of the capital national capital companies, public or private corporation a private corporation or accept the members (shareholders) meeting decisions the State Corporation. (4) the shareholders ' representative in the performance of their duties according to their duties laid down for the Ministry concerned and compensation for the duties of the position must receive salary. Responsible employee on duty can determine the premium in accordance with national and local government bodies and officials of employee remuneration, article 14 of the Act if the employee's responsibilities are to be considered as additional duties. Shareholders ' representative and responsible employee shall not receive remuneration for any legal transactions concluded with the Corporation. 13. article. Other Governments as shareholders (1) where persons are public shareholders have another government institution, this Act or other legislation regulating commercial activities provided in the shareholders the decisions shall be taken by the institutions concerned (hereinafter, shareholders ' representative). (2) the head of the institution in the absence (vacation, sickness or other similar situation, in which the shares are not provided on the functions of the representative) in the first subparagraph, these decisions are taken by the person who performs the duties of the head of the institution. (3) the head of the institution from officials of the institutions shall be appointed by the responsible employee, which gives him the necessary information and preparing documents to the head of the institution to carry out the functions of the holder of the shares of a public corporation, the persons in public or private corporation a private corporation or accept the members (shareholders) meeting decisions of the public corporation of the person. (4) the shareholders ' representative in the performance of their duties according to their duties laid down for the institutions concerned and compensation for the duties of the position must receive salary. Responsible employee on duty can determine the premium in accordance with national and local government bodies and officials of employee remuneration, article 14 of the Act if the employee's responsibilities are to be considered as additional duties. Shareholders ' representative and responsible employee may not be to receive reimbursement for any legal transactions concluded with the Corporation. 14. article. Authorities as shareholders (1) If a municipality is the capital of the municipality, this statutory shareholders decisions of the Municipal Council (hereinafter also – shareholders ' representative). (2) a Municipal Council may refer to the municipal shareholders decision-making rights Municipal Council Vice-President, Executive Director of the municipal or local Government of the city (municipality) departmental head, which has been entrusted to the relevant authorities of the capital management (hereinafter referred to as the shareholders ' representative). (3) a local Government Council or the Chairman referred to in the second subparagraph of article officials absence (vacation, sickness or other similar situation, in which the shares are not provided on the functions of the representative) shareholders of decisions the person performing local Government Council Chairman, ceo or head of the relevant local government departments. (4) the President of the Municipal Council of the municipality or municipal authorities or the environment as referred to in the second subparagraph of article officer from Divisional staff subdivision shall be appointed by the responsible employee who provided Council President or the officials concerned and the need to prepare documents for the Council Chairman or the officer could perform the functions of the capital municipal corporation, a private corporation, public or private corporation to accept members (shareholders) meeting decisions of the municipal corporation. Responsible employee may not appoint, if the performance of the duties of the employees within the unit set up by the local jurisdiction. (5) the shareholders ' representative in the performance of their duties according to their duties laid down for the municipality concerned and compensation for the duties of the position must receive salary. Responsible employee on duty can determine the premium in accordance with national and local government bodies and officials of employee remuneration, article 14 of the Act if the employee's responsibilities are to be considered as additional duties. Shareholders ' representative and responsible employee shall not receive remuneration for any legal transactions concluded with the Corporation. 15. article. Derived public person, except the authorities as shareholders (1) if the derived public people (other than local) shareholders are derived public person, this statutory shareholders the decisions derived public people's Supreme executive body (hereinafter, shareholders ' representative). (2) derived public people's Supreme decision-making body may refer the person to the public of derivative shareholders decision-making rights derived public person established institutions (departments), which has been entrusted to a derived public people manage the capital (also, shareholders ' representative). (3) derived the Supreme executive body of public person presenter or referred to in the second subparagraph of article officials absence (vacation, sickness or other similar situation, in which there is no public shareholders representative functions) capital share holder's decisions shall be taken by a person who performs a public person derived the Supreme Head of the executive body or the relevant institutions (departments). (4) a public person Derived Supreme Head of executive body of derived public persons among the staff or this article, officials referred to in the second subparagraph of the subdivision authority (Department) staff shall be appointed by the responsible employee, which gives the head of the Supreme executive body or officials concerned and the need to prepare the documents to the Supreme Executive Director and the officer could perform shareholders functions derived public person in the Corporation , a private corporation, a private corporation to the public or to accept the members (shareholders) meeting decisions derived public person to the Corporation. (5) the shareholders ' representative in the performance of their duties according to their duties laid down for the child concerned, the public person and compensation for the duties of the position must receive salary. Responsible employee on duty can determine the premium in accordance with national and local government bodies and officials of employee remuneration, article 14 of the Act if the employee's responsibilities are to be considered as additional duties. Shareholders ' representative and responsible employee shall not receive remuneration for any legal transactions concluded with the Corporation. 16. article. Responsible employee responsibilities (1) the responsible employee shall notify the holder of the shares representative of each of the members (shareholders) meeting immediately after the receipt of the notification of the convening of the meeting and present shareholders representing with the meeting agenda. (2) the Responsible officer immediately gives shareholders a representative any information in the possession of the employee and requires the holder of the shares representative of his competence for decision-making. (3) the responsible employee performing other actions and fulfilling other tasks entrusted to him in writing to the holder of the shares. Article 17. The representative of the holder of the share of capital participation in public or private corporation a private corporation's members (shareholders) meeting (1) the shareholders of a Corporation (shareholders) of the participants in the meeting representing the shareholders ' representative. (2) the shareholders ' representative may authorize the responsible employee or another person (hereinafter referred to as the authorised person) to represent the shareholders of the Corporation's members (shareholders) meeting. In this case, shareholders ' representative trustee powers and issued written voting the tasks in each of the members (shareholders) meeting agenda. Authorised person members (shareholders) meeting may vote only as indicated in the voting exercise. (3) if the members (shareholders) meeting place, which is not specified in the notice of the members (shareholders) meeting is convened, the authorised person acting on it, as in the case in question deal with the same shareholders, in order to achieve the desired or most advantageous result. 18. article. Public or private corporation a private corporation is a shareholder of the shares representative of the authorised persons restrictions (1) representative of the holder of the shares authorized person may take only such action, provided for the obligation of the participant (shareholder) and the right of the Corporation and the implementation of which is closely associated with it. (2) If the authorised person in addition to the case assigned to fulfil another thing, so for this case is subject to the provisions of the Civil Code do not ask recordkeeping. (3) the trustee is prohibited to refuse to vote in public or private corporation a private corporation the members (shareholders) meeting. (4) a waiver of the right to vote is also considered the absence of members (shareholders) meeting upon receipt of the authorisation, if the authorized person for failing to participate in the members (shareholders) meeting is not notified shareholders representative that provides the ability to empower another person for participation in the relevant participant (shareholder) meeting. (5) an authorised person may not delegate his duties to another person, take the pārpilnvarojum (substitutions). (6) the authorized person must not violate it, given the scope of the tasks of the vote, and it should be handled by the representative of the holder of the shares. (7) the authorized person who is not a public officer, shareholders receive the prior written consent of the representative of the authorised person of the election of the Corporation or of the Board Board, controller, or auditor. Authorised person, who is a government official, receiving permission to join, post, pursuant to the law "on prevention of conflict of interest in the activities of public officials". 19. article. The representative of the holders of shares in the responsibilities of public or private corporation a private Corporation (1) capital share holder's representative trustee duties in the smooth operation of the required information and documents of the Corporation. (2) the shareholders ' representative shall be issued by authorized person of this law article 17, second paragraph, of the powers mentioned in the voting the tasks, documents and other information within a period which the trustee provides the ability to perform its duties. (3) the shareholders ' representative public people in a controlled Corporation in promoting the legislation, regulations and the Cabinet of Ministers approved the concept of the development of the sector, strategies and other documents governing the development of objectives and tasks, as well as the fulfilment of the conditions of this law. 20. article. The representative of the holder of the shares or of the authorised person duties require funds shareholders gives shareholders a representative or an authorised person duties necessary resources, but if the holder of the shares representative or authorised person used your funds, shareholders of these expenses shall be reimbursed without delay as soon as the shareholders ' representative or authorised person shall submit the supporting documents. 21. article. Responsibility of the authorised person of the authorized person is not responsible for the actions it has taken in accordance with article 17 of this law referred to in the second subparagraph of shareholders given the vote of the representative of the task. (IV) nodaļaKoordinācij of article 22. The Steering Body and its task (1) the cabinet shall determine the national regulatory authority exercising this law and other laws in certain tasks related to the State Corporation and the national capital authority (hereinafter referred to as the coordination body). (2) the steering body performs the following tasks: 1) develop Corporation and shares effective management guidelines; 2) provides the national capital holders opinion on the Corporation's medium-term operational strategy's objectives the financial transactions and financial indicators (dividends paid profit, profitability, return on capital, etc.), as well as their consistency with the medium-term capital company operation strategy laid down in the non-financial objectives; 3) advises the Cabinet of Ministers, the public person's shareholders and corporations on corporate management implementation; 4) organised by the shareholders and the representatives of the Governments of the members of the training on corporate governance matters; 5) ensure that up-to-date information is published on the public corporation and national crucial affect existing corporations, as well as the annual public report on the State-owned assets; 6) opinion to the Cabinet on State acquisition, retention or termination, as well as derived at the request of the person provided the public views on the appropriate derived public person's acquisition or termination of a specific Corporation; 7) according to competency development and regulations duly submitted to the Cabinet for approval of legislation and policy planning documents; 8) carry out other tasks provided for in this Act and other regulatory authorities direct action control laws. 23. article. Coordination bodies (1) in article 22 of this law tasks, the coordination body shall have the right: 1), to request and receive from the public organs of persons, holders of shares or public corporation for respective tasks, the necessary information; 2) deliver opinions on other State bodies prepared policy planning documents and laws that directly or indirectly affected the public people in capital governance issues; 3) prepare and submit to the Cabinet for consideration by the steering body of the enforcement function-related legislation and policy planning documents. (2) the Coordination Body shall have the right to make laws and other activities allowed to perform the tasks required by law. 24. article. The Steering Body's Advisory Council (1) to provide experts and industry professionals with the participation of public entities part of the capital management process, the coordination body shall establish an Advisory Board (hereinafter the Board). Advisory Council is a collegiate advisory body that: 1) and set the appearance of the Cabinet of Ministers submitted by public entities of the capital management and coordination authority related legislation and policy planning documents and give views on them; 2) examine coordination institutions developed legislative acts and on the basis of this law, developed the draft guidelines and provide views on them. (2) decisions of the Board's recommendations. (3) Advisory Council personnel and regulations approved by the steering body. NodaļaValst v to part of the capital management article 25. Assessment of the need for public participation (1) public corporations in the acquisition or termination, as well as the decisive impact of the acquisition or termination of a corporation can propose an industry Ministry or public shareholders, by submitting a proposal to the Cabinet. The proposal shall be accompanied by an assessment of participation or crucial impact compliance with Government acquisition devices act article 88 of the conditions of the first subparagraph, as regards public participation of corporations in the person, as well as the overall strategic objective of that proposal, the applicant offers state achieved by participation in a corporation. (2) the first paragraph of this article, in the Cabinet of Ministers submitted the proposal added to the Steering Body's opinion. (3) the coordination body shall ensure as appropriate, but not less frequently than every five years, the national capital, the holder shall submit to the Cabinet on the country's participation in the Corporation and its compliance with this law, the provisions of article 4. (4) When referred to in the third subparagraph the assessment provided in the proposal to retain state ownership of the Corporation, including the overall strategic goal. (5) coordination of national participation in the development of the institution's overall strategic objectives of the guidelines. 26. article. Medium-term operational strategy and evaluation (1) If the holder of the National Capital Corporation in which the State has a crucial impact, not the industry Ministry, it developed before the Corporation's medium-term business strategy approval [of the use of the voting rights of members (shareholders) meeting] receives the industry Ministry and the opinion of the coordination body. (2) if the industry Ministry's public shareholders in the Corporation, in which the State has a crucial impact it before the Corporation developed medium-term strategies of action approval [of the use of the voting rights of members (shareholders) meeting] receives the opinion of the coordination body. (3) If a corporation is established in the State Council, and before the Corporation developed medium-term strategies of action approval receives the industry Ministry and the opinion of the coordination body. (4) in the first, second and third in the opinion referred to the coordination body shall provide an assessment of the Corporation's medium-term operational strategy's objectives the financial transactions and financial indicators (profitability, dividends payable, profit, the return on capital, etc.), as well as their consistency with the medium-term capital company operation strategy laid down in the non-financial objectives. (5) in the first and third part in this opinion, the industry Ministry will provide an assessment of the Corporation's medium-term operational strategy laid down in the non-financial objectives and their compliance with the policy objectives of the sector. (6) the public shareholders of public corporations and national corporations (if any) receives the opinion of the coordination body, before giving consent [used to vote members (shareholders) at a meeting or Council decision] transaction that significantly affect (at least 15 percent and is not intended for medium-term operational strategy) a corporation's medium-term operational strategy prescribed amount of assets. (7) the Steering Body assesses the sixth part of this article that the validity of the transaction (including the impact on the Corporation's value or financial objectives by assessing the intended decision risks or benefits, long-term costs and alternatives) and usefulness. (8) if the public shareholders or the Board of the Corporation (if any) shall not be taken into account in the opinion of the coordination bodies of the specified, then, when approving the Corporation's medium-term operational strategy or giving consent to the sixth paragraph of this article, the transaction coordination body is sent in writing to the relevant reasoning. (9) If a corporation, the Council of State (if any) shall not be taken into account in the opinion of the Ministry of industry, then, in approving the Corporation's medium-term operational strategy, the Council its arguments in writing sent to the industry Ministry. (10) if the State shareholders will not be taken into account in the opinion of the Ministry of industry in and unable to agree on the Corporation's medium-term operational strategy to be included in the non-financial purpose, the matter the appearance by the Cabinet of Ministers. In this case, the State capital, affirming [using the voting rights of members (shareholders) meeting] Corporation's medium-term operational strategy, followed the decision of the Cabinet of Ministers on the medium-term business strategy to be in non-financial objectives. (11) the industry Ministry and the coordinating institution in accordance with the procedure laid down in this article is the opinion of the public shareholders, are responsible for their assessment. (12) if the public shareholders, confirming the capital companies medium-term operational strategy or giving consent to the sixth paragraph of this article, the transaction does not comply with the opinion of the coordination body, in the national capital, a representative of the holder is responsible for the decision. 27. article. Corporation performance evaluation (1) coordination developed by the institution in the Corporation, which the State has a crucial influence, its performance evaluation methods (guidelines), provided that the reports on financial objectives are to be provided in the form of uniform. (2) public participation, a representative of the holder, each year under the sectoral ministries and coordination body, assess the Corporation to achieve the objectives. (3) in the second paragraph of the opinion of the coordination authority (if not shareholders) provides an assessment of medium-term fiscal policy strategy laid down in the objectives of the previous year, as well as proposals for future action. (4) in the second part in this opinion, the industry Ministry will provide an assessment of the Corporation's medium-term strategy set out in the non-financial objectives are achieved in the previous year, as well as proposals for future action. (5) in assessing the achievement of goals, public participation, a representative of the holder, shall take a decision on further action to ensure the return of assets and appreciation, as well as medium-term business strategy to attain the objectives. (6) coordination institution may propose to the State capital of audit Corporation, if there is any reason to useless without effective action or violation and if significant risks to the achievement of the objectives set. (7) the cabinet shall determine the order in which according to the conditions of this article are being assessed, the Corporation's activities and financial performance. 28. article. Estimated dividends paid profit of national procedures for the determination of the Corporation and private corporation to the public, in which the State is a member (shareholder) (1) the expected profit payable dividends and dividends paid profit shall be determined on the basis of medium-term capital company operation strategy, the Corporation laid down objectives and their implementation. (2) the Corporation's Board, on the basis of the medium-term business strategy, draw up a proposal on the expected profit payable dividends and dividends paid profit and submit a proposal to the shareholders. (3) if the proposal of the Board of the Corporation on a predictable profit payable dividends and dividends paid profit differs from the medium-term business strategy, set out in the national capital, the holder shall submit to the Ministry of finance and the institution of the coordination proposal with dividends paid profit rationale. (4) If the Steering Body, with the Ministry of finance and the public shareholders could not agree on the expected profit payable dividends and dividends paid profit, the coordination body shall draw up an information report to the Cabinet of Ministers adopted the national capital the holder of binding decision. (5) a decision on the dividends paid profit members (shareholders) meeting after approval of the annual report of the company. (6) the Cabinet of Ministers under the provisions of this article shall be governed by the procedures for national corporations in the public and private corporations in that State is a member (shareholder), predictable profit share payable dividends, as well as the national capital, the disposal of the holder using the State as a member (shareholder) the right to decide on dividends payable to profit. 29. article. Freedom of information (1) coordination body: 1) provides open access to comparable information on the State capital returns, assets and their value, dividend in financial efficiency, cost and other important management issues for the Corporation; 2 in State enterprises) and the holders of the common shares of the Corporation's guidelines on freedom of information and reporting framework; 3) creates an interactive home page on the internet — database, which contains up-to-date information on the national capital and management, corporate management and individual aspects of management, including the following information: a) the list of capital company is grouped by the holder, industry or size criteria, after the national capital, the level of participation (b)) the Corporation sets the average financial ratios, c) funding the State's development over the years, the funds allocated to the set of selected capital company or a particular industry (d)) made by the Corporation's contributions to the State budget, including the dividends tax payments; 4) on its homepage on the internet for the latest information on current amendments to normative acts, which directly affect the person's public corporations and capital management, as well as publish explanatory material. (2) the public shareholders provides its website on the internet in the current information on the Corporation, where it is part of the holder, including the following: 1) Corporation company, registered address, the size of the share capital and public participation; 2 State the relevance of the participation) of this law article 4, first paragraph, the conditions and the global strategic objective; 3 participation in other companies) and to be in conformity with article 4 of this law, the conditions of the second subparagraph; 4) public shareholders in the Corporation's agent; 5) corporations approved annual report; 6) dividends paid by a corporation to the State and made payments to the State budget; 7) news that the State intends to end participation in the Corporation; 8) details of the reorganisation or transformation of a capital company; 9) other information which the holder of the shares is deemed necessary for public disclosure or certain coordination institutions develop guidelines. (3) If there are objective reasons which can not be made public in the first and second parts of that information that certain trade secrets status in accordance with article 19 of the Law, the national steering body or holder of public shares by the Corporation provided an explanation. 30. article. The annual public report (1) the Steering Body to the current year's august 30, prepare and submit to the Cabinet of Ministers and the Parliament of the annual report on the State of public corporations and the suspension and shares the previous year. (2) the first paragraph of this article in the report includes information on the participation of corporations in the State, the State invested resources and their return, the services of the Corporation, of the sectors in which the Corporation operates with public participation, as well as other information necessary to give an idea of the State enterprises and capital. (3) the public shareholders, according to the coordinating institution to provide the arrangements referred to in the first subparagraph of the reporting information. 31. article. The members of the Management Board and Council nominations procedure (1) the public shareholders to ensure the candidate's nomination the Corporation Council or Board (if a corporation is not formed in the Council) members. The Board of the Corporation (if any) provides the candidate's nomination the Corporation's Board members. (2) the Board and the nomination process of the members of the Council complies with the corporate governance best practice principles ensure open, fair and professional Board and the selection of the members of the Council, which promotes professional and competent administrative organ of the company. (3) in the national capital or public corporations, the Council prepares for potential Board members in the list that is generated based on the respective Board Member candidates for professionalism and competence criteria. Potential Board members and candidates are selected through a public application procedure candidates, recruitment consultants, or using other recruitment methods. (4) The Board or a member of the Council may not be candidates to nominate a person: 1) which does not have higher education; 2) which has been convicted for an intentional criminal offence, irrespective of the delete or remove a criminal record; 3) which, on the basis of criminal proceedings, the decision is deprived of the right to take down or all the way to the business or other professional activity; 4) which the Court found to be insolvent debtor. (5) the public shareholders or the Board of the Corporation (if any) creates a nominations Commission, whose task is to examine the members of the Board of directors or Council candidates. Nominations shall include the National Capital Commission, part of the holder or Council (if one exists) and the objectives of the coordination bodies, as well as independent experts and, if needed, observers in an advisory capacity. (6) the Commission of the nominations referred to in the third subparagraph the applicant puts forward a list of candidates (candidates) Election Board or Council member. (7) the public shareholders or the Council is right justified arguing, reject nominees put forward by the Commission candidates. In the case referred to in this article require the candidate selection process is organized. (8) the provisions of this article, except for in the fourth subparagraph, such restrictions do not apply if: 1) public shareholders or the Council Board of the previous term of Office, the members of the follow-up evaluation decides to nominate him to the next term of Office; 2) Board or Council members cannot nominate candidates in time to ensure the Corporation authorities. In this case, the public shareholders or Board (if any) on the Board or Council Member shall be appointed by the applicant, the relevant Board Member candidates for professionalism and competence criteria. (9) the eighth part of this article paragraph 2 established the elected person the duties of the position, until the nomination of this article, order public shareholders or the Corporation Council shall elect their position or another candidate. (10) the cabinet shall determine the order in which the candidates nominated by the Board and Council members of the Corporation in which the posts of the State as a member (shareholder) has the right to nominate board members, and Board members of corporations in the State, which created the Council. Public nodaļaAtvasināt VI personal capital management article 32. Coordination of procedures for the receipt of the opinion of the institution derived public person before this law, 5, 7 and 9 of the decision referred to in article derived public person's acquisition or the decisive impact of the acquisition or termination of a corporation, the person's participation in a derived public reassessment or termination of participation in the Corporation, may be asked to provide the steering body of opinion. The steering body of opinion within a month. Opinion of the Steering Body's recommendations. 33. article. The Corporation developed medium-term operational strategies assessment derived the highest decision-making body of a public person can determine the order in which derived public persons, shareholders ' representative or a corporation, the Council receives and evaluates individual derivative public views of organs of persons before medium-term operational strategy. 34. article. Corporation performance evaluation (1) derived public persons, shareholders ' representative each year a comprehensive consideration in the Corporation's financial activities and the effectiveness of the medium-term strategy the financial and non-financial objectives. (2) the evaluation of the progress made in implementing the goals, derived public person part of the capital, a representative of the holder according to the need to adopt a decision on further action to ensure the return of assets and appreciation, as well as medium-term business strategy to attain the objectives. (3) derived the highest decision-making body of a public person can determine the order in which derived public persons, shareholders ' representative examined in the first part of a corporation referred to in performance. 35. article. Dividends paid profit determination in which a corporation derived public person's decisive influence (1) derived the highest decision-making body of a public person governs the procedure for the determination of dividends payable in the profit share of a corporation in which derived public person is decisive. (2) the shareholders ' representative, establishing the Corporation, which derived public person is crucial, dividends payable, profit, follow: 1) the objectives of the Corporation and their implementation; 2) the budget of the Corporation and the underlying profit forecast; 3) medium-term business strategy includes the information about the planned public budget for the coming years, following the Corporation's development and investment attraction, financial contributions and their sources and other measures that increase the value of the Corporation and the capital returns in the future; 4) the need to ensure the optimal capital structure (equity and borrowed capital ratio), balancing the financial risks, as well as assessing the capital adequacy and return rates. 36. article. Freedom of information assurance derived public person to ensure that they are published in the internet home page of topical information about the Corporation, where it is holding, including the following: 1) a corporation that is grouped by industry or size criteria; 2) Corporation company, registered address, the size of the share capital and the participation of the public in the person of the child; 3) derived public people participation in compliance with this law, the first paragraph of article 4 and to the conditions of the General strategic goal; 4) participation in other corporations and its compliance with article 4 of this law, the conditions of the second subparagraph; 5 derived public persons) shareholders in the Corporation's agent; 6) Corporation approved annual report; 7) dividends paid by a corporation derived public person and made payments to the State budget and municipal budgets (including the deductions and tax payments); 8) news that derived public person intends to end participation in the Corporation; 9) news about the restructuring or conversion of a capital company; 10) other information which the public person derived is deemed necessary for the public. 37. article. Derived public persons and members of the Executive Board nomination procedures (1) derived the Supreme decision-making body of a public person down the Board and Council nominations procedures of members of the Corporation in which the derived public person as a member (shareholder) has the right to nominate board members, and Board members of public persons derived Corporation, which created the Council. Determining the nominations procedure, subject to the following conditions: 1) nominations process is open; 2) and members of the Board nominees, based on professionalism and competence criteria. (2) Board or Council members candidates may not nominate a person: 1) which does not have higher education; 2) which has been convicted for an intentional criminal offence, irrespective of the delete or remove a criminal record; 3) which, on the basis of criminal proceedings, the decision is deprived of the right to take down or all the way to the business or other professional activity; 4) which the Court found to be insolvent debtor. (3) the first paragraph of this article in the order is binding on the person of the child public shareholders of an agent, choosing candidates for vacant Corporation Board or Council Member, and derived public person Corporation Council (if one exists), choosing the candidates for the vacant post of the members of the Board of the Corporation. (4) the provisions of this article, except for in the second subparagraph the limits do not apply, if: 1) derived public people of shareholders representative or the Council Board members term of Office of the previous ex put him on the evaluation to decide in the next term of Office; 2) Board or Council members cannot nominate candidates in time to ensure the Corporation authorities. In this case, the derived public persons are shareholders or the representative Council (if one exists) on the Board or Council Member shall be appointed by the applicant, the relevant Board Member candidates for professionalism and competence criteria. (5) the fourth paragraph of this article, the procedure laid down in paragraph 2, the person elected to perform the duties of the position, until the nomination of this article in the order derived public persons, shareholders ' representative or a public corporation, the Council shall elect their position or another candidate. (C) sadaļaPublisk persons in private and public capital company Corporation nodaļaPublisk VII persons Corporation and private corporation to the public actions of the General provisions of the regulation article 38. Public person limited liability company shares The public shares of public and private public limited liability company's shares can't be publicly traded, except when the public person's Supreme decision-making body shall take a decision on the disposal of shares in companies quoted on the stock exchange, in accordance with the law (H) section. 39. article. The Corporation with additional responsibility for the public people and public company private corporation can not socialize with the additional responsibility as a corporation. 40. article. Signature of the person certifying the public duties of the exceptions (1) public people of shareholders representative's signature on the application for the public people in corporations and public private corporations in the commercial register is not public record must be certified. (2) the public is not to be certified by the signature of the person for the issuance, revocation of prokūr or its volume changes, as well as to the commercial register submitted application to be added to the documents referred to in article 10 of the Law of the second paragraph of paragraph 2, with the exception of this paragraph "f" and "g" in the specific consent to take members of the Board of the Corporation or liquidator. Article 41. Public private corporation in the management of the significant requirements of private corporations to the public administration of any significant this law, (B), (D) and (E), under certain conditions and restrictions applicable to a public corporation, the Governing Board of the person and the Council, as well as the Board and Council members (including criteria for creating the Council, Board and Council members, monthly remuneration, a bonus payment limitations and other requirements laid down in this law). (VIII) nodaļaPublisk persons Treaty establishing a corporation article 42. National Corporation of the Treaty (1), the order for the formation of a capital company in the country, the Cabinet of Ministers shall determine: 1) Corporation company; 2) type of capital company; 3 the size of the share capital of a capital company) and method of payment; 4) holders of shares of the Corporation; 5) other matters related to the formation of a capital company. (2) the holder of the shares perform this statutory public corporation founder, issue the appropriate orders. 43. article. Derived public persons, corporations formation (1) the decision on the child's personal public corporation of the Treaty specifies: 1) derived the name of a public person and location address; 2) Corporation company; 3) Corporation; 4 the size of the share capital of a capital company) and method of payment; 5) holders of shares of the Corporation; 6) other matters related to the formation of a capital company. (2) decision No person may not impose special rights or preference for the formation of a capital company. (3) a public person Derived shareholders representative perform this statutory public entities a corporation derived founder, adopting appropriate decisions or signing documents. 44. article. The Corporation's articles of incorporation (1) the public corporation's articles of incorporation are the order of the Cabinet of Ministers on the formation of a capital company, shareholders of orders (article 45 of this law) and the Corporation's bylaws. (2) a public person Derived a corporation's articles of incorporation are derived public persons in higher authority decision on the formation of a corporation and the Corporation's bylaws. Article 45. National capital (1) the holder of the order to the State capital on the orders of commercial law apply the Treaty provisions (article 143 of the Law-fifth). (2) the national capital holder order shall state the following information on the State Corporation founder: 1) national regulatory authorities with the name and address; 2) the name, surname, personal code and post, signing the order. (3) the public shareholders in order for one person may not impose special rights or preference for the formation of a capital company. Article 46. (1) the statutes of the Corporation public corporation of the person acting on the basis of the statutes, which shall be drawn up in accordance with the public personality of the model statute of a Corporation (referred to as a model statute). (2) a model statute approved by the Cabinet of Ministers. (3) the standard conditions of the Statute may be different from the provisions of this law and commercial law only if the rules allow for such differences directly. (4) the statutes of a public corporation of the person may be conditions differ from the standard rules of the statute only if a model statute permits such disparities directly. (5) the public statutes of personal corporations approved by the members (shareholders) meeting. In this case, the public person statutes of the Corporation (including amendments) sign a shareholders ' representative. 47. article. The Corporation's Board, the election of the Council and of the Auditors To the company created for the Executive Board and the Council is elected, as well as an auditor appointed for a full term of Office. 48. article. Before recording a commercial corporation shareholders may not act on behalf of the Corporation, a firm before its recording in the commercial register, except directly to the formation of a capital company-related activities. (IX) nodaļaPublisk persons and the public corporation a private corporation's share capital in article 49. Property investment appraisal (1) Financial contributions to be assessed in accordance with article 154 of the Law. (2) If a public person is paid fixed capital of a capital company by contribution of assets whose total value does not exceed 14 000 euros, the investment rate and can provide part of the capital. 50. article. Part of the due consequences If public person in the share capital increase specified in the provisions of the capital payment term do not pay the full price of the signed part of the public person registered only paid part of the Corporation. X nodaļaAtbildīb, the competition ban and the prevention of conflict of interest in article 51. The Board and the members of the Council, a member (shareholder) and shares the responsibility of the holder (1) Public corporations and public entities in the private corporation's Board and a member of the Council is not responsible for damage caused by a capital company, if he acted in good faith and in accordance with the members (shareholders) meeting, the members (shareholders) or to shareholders of the representative of the legal decision. (2) if the loss suffered by the public corporation of the person under the members (shareholders) or to shareholders of the decision of the representative of the legitimate, responsible respectively for those participants (shareholders) or part of the capital. For losses incurred by the public to the private corporation, implementing the members (shareholders) meeting the legitimate decision of the members (shareholders) that voted for that decision. (3) a corporation and a public person publicly private corporation may relieve the Board or Council member from liability or close to her settlement (commercial law within the meaning of article 173) on the activities carried out, if the decision of the members (shareholders) meeting. 52. article. The prohibition of competition and preventing conflicts of interest of the Corporation Board members (1) a public corporation of the person and public private corporations of the Executive Board in its activities to follow: 1), the provisions of the commercial law regarding limitations for conclusion of transactions (commercial, 139.1 and 139.2 139.3). 2) compete (article 171 of the commercial law); 3) the law "on prevention of conflict of interest in the activities of public officials" restrictions. (2) if the person's public corporations and private corporations to the public Board member in breach of the first subparagraph of paragraph 2 limits, the Corporation is entitled to claim damages or the recognition of transactions concluded on behalf of the Corporation, and income or claims to the transfer of the Corporation. (3) this article referred to in the second paragraph of claims to lapse within six months from the date when the rest of the members of the Management Board, the Council (if one exists) members or shareholders ' Representative learned about the violation of the prohibition of competition, but not later than five years from the date of the offence. NodaļaKapitālsabiedrīb XI's annual report and the use of profits article 53. The auditor of the Corporation and the person of the public public private Corporation Board or Council cannot raise objections to the members (shareholders) meeting elected auditor. 54. article. The Corporation's annual report, the Corporation's Public persons and private corporations to the public the Management Board shall ensure that an annual report is prepared (commercial law article 174) and convened members (shareholders) meeting to confirm the Corporation's annual report for the year to 30 April (inclusive), but if the corporation activities in more than two of the annual report 24. the law referred to in the second subparagraph of article criteria or a corporation is the parent corporation that draw up consolidated accounts — up to in the year to May 31 inclusive, if international agreements provide otherwise. 55. article. The cost of funds of the Corporation's shareholders (1) Public corporations and public entities in private capital funds participant (shareholder) may be paid pursuant to article 182 of the commercial limits. (2) Public corporations and public entities private companies paid the money including the public person's budget. Article 56. Public entities a corporation profit utilisation (1) the public corporation's members (shareholders) meeting determine the dividends paid profit, pursuant to article 28 of this law. (2) public entities a corporation Derived members (shareholders) meeting determine the dividends paid profit, pursuant to article 35 of this law. (3) a public person of the Corporation members (shareholders) of the Corporation shall be determined by the meeting of the dividends paid out of profits not use principles, respecting the Corporation's performance and medium-term operational strategy. NodaļaAtsevišķ XII Corporation governance issues of article 57. Medium-term operational strategy (1) Public entities and private corporation public corporation in the medium-term development strategy, taking into account: 1) public people of higher authority in certain corporations general strategic objectives; 2) industry Ministry or public persons derived the organ without financial goals (if applicable); 3) Corporation's financial objectives, as well as the operational efficiency of the Corporation to raksturojošo, identify and quantify the key output indicators (such as market share, cost efficiency, process, customer satisfaction, employee productivity). (2) a corporation established by the medium-term business strategy approved by the Board of a corporation or a member (shareholder) meeting (if the Council has not created). (3) coordination institution prepares medium-term operational strategy. As regards the public person derived Corporation and private corporation to the public the following guidelines are recommended. (4) the medium-term business strategy includes at least the following information: 1) General information about the Corporation [company, the share capital of a capital company size, the members (shareholders) and proprietary parts (shares) number of contributions to the budget of the State or local government, for State or local received budget financing, information on the ownership structure (including participation in other companies), the Corporation's activities, history, management model]; 2) information on the business model, including the Corporation's products and services; 3) Corporation of the strengths and weaknesses of the analysis; 4) analysis of the market, competitors and customers; 5) Corporation's general strategic objectives; 6) non-financial goals (if applicable); 7) the Corporation's financial objectives, as well as the effectiveness of the targeted performance indicators; 8) a profit and loss statement, balance sheet and cash flow plan; 9) risk analysis. 58. article. Information on disclosure (1) Public entities and private corporation public corporation public in its homepage on the internet, but if not, shareholders in a corporation on the internet home page of the General strategic objectives, details of the Corporation's operations and business lines, as well as the following information: 1) at least once a year: (a) the Corporation's financial objectives) (according to the approved annual report) and non-financial goals (including a balance sheet total of net turnover, profit and loss statement, cash flow, different activities are representative of Corporation performance indicators), b) made contributions to the State or local budget (including dividends, deductions, tax payments), c) information about the received State or municipal budget financing and utilization (if applicable), (d)) the remuneration policy principles, e) corporations donation (donation) strategy and donation (donation); 2) reports drawn up by the Corporation: (a) the unaudited quarterly reports) (two months after the end of the reporting period), b) unaudited half-yearly report of (two months after the end of the reporting period), c) unaudited annual accounts (two months after the end of the reporting period), d) audited annual report (five months after the end of the reporting period); 3) continuously, as needed, to: (a) up-to-date information on property) structure (including participation in other companies), b), information on the organisational structure, c) information for each donation received and made in the (gift) and the beneficiaries, d) for information about purchasing, e) other information, if it is not related to the disclosure of commercial secrets. (2) If there are objective reasons why a corporation can not be public the information referred to in the first subparagraph, which trade secrets status in accordance with article 19 of the Law of Corporation homepage on the internet a public explanation of the question. (3) a corporation and a public person publicly private corporation, this article provides the information referred to in the first subparagraph and second subparagraph public explanation of its subsidiary company. (4) of the first subparagraph of paragraph 2, "a", "b" and "c" in the interim period referred to in the report includes: 1) the condensed financial statements (developed under the international financial reporting standards), which consists of a condensed balance sheet, condensed income statement, condensed statement of changes in equity, the abridged cash flow statement and the notes. The annex provides information that supports the interim reporting comparability with the previous year's relevant period, as well as sufficient information and explanations to the financial statement user could gain a true and clear picture of all the critical changes in the balance sheet and income statement items and the development of a capital company; 2) interim management report, which provides information on significant events during the period from the beginning of the financial year up to the date of the report and their impact on the condensed financial statements, a description of the main risks and indicate their uncertain next few months of the financial year, the possible conditions under which the Corporation could face and which could affect its financial position and financial performance; 3) statement of management responsibility, indicating that, based on the Corporation's Board, the information available to the condensed financial statements have been prepared in accordance with applicable laws and requirements and give a true and fair view of the Group's capital and consolidation of assets, liabilities, financial position and profit or loss, and that the interim management report contains false information. D sadaļaPublisk person limited liability company nodaļaPamatkapitāl XIII and capital article 59. Pay equity, the nominal value of the shares and accounting (1) public people by limited liability companies (hereinafter in this section: Community) share capital fully paid up to the filing of an application for registration in the commercial register. (2) shares in the company (hereinafter in this section — part) face value is one euro. (3) the register of members of the public also shares the record holder's name, registration number (if any), legal or location address. (4) the register of members of the public are entitled to consult any person. (5) the holder of the shares representative of the responsible employee and shareholder of capital authorized representative has the right to Executive Board authorized to certify an extract from the register of members of the public about a public person-owned parts of society. 60. article. Part of the society pledging shares may not be pledged. 61. article. Its share of the acquisition of the company may not acquire its own shares, unless the company reduced share capital, by deleting the part. XIV nodaļaPamatkapitāl changes in article 62. The decision on the change of share capital the share capital may be increased or reduced, only on the basis of the decision of the meeting of members, which includes fixed up or down. Article 63. The increase of the share capital (1) the company's share capital may be increased: 1) participants in making investments in the company's share capital, against the number of new parts; 2) after the annual report or business activity statement for a shorter period than a year, share capital approved in part or in full, including the positive difference between capital and the amount of share capital and reserves, which by law must not be taken into account to increase the share capital, against the number of new shares. Business activity statement is prepared according to the annual report of the legal requirements. (2) If the company's share capital shall be increased in the first part of this article referred to in paragraph 1, the entire share capital increase for members to pay the increase in the share capital within the prescribed period. That period should not be longer than three months from the date of the decision on the increase of the share capital. (3) the person's Public shareholders is not required to submit an application to the public part. (4) a member of the society of the new part of the entry in the register of members on the basis of documents certifying the payment of the part. (5) the Management Board in the share capital increase application shall be submitted to the commercial register authority after part of the pay and the new shares recorded in the register of members. 64. article. Reduction of the share capital in the company's share capital is reduced in form, deleting the part. NodaļaSabiedrīb XV administration article 65. Public authorities (1) the public administration implemented a member meeting and the Board, as well as the Council (if one exists). (2) the competence of the meeting of the participants of the decisions of the shareholders ' representative. 66. article. Meeting participants competence (1) Only meeting participants have the right to decide on: 1) public approval of the annual report; 2) profit; 3) members of the Management Board and the Chairman of the Executive Board election and revocation, except when the company is set up by the Council; 4) Council (if one exists) election of the members and withdrawal; 5 election and revocation of an auditor); 6) action against the Board or Council (if one exists) or the waiver of claims against them, as well as the appointment of a representative of the public company representation in the Court; 7) of the Statute of the public approval and amendment; 8) the amount of remuneration for the Auditors to the members of the Council (if one exists) and the members of the Management Board (except where the Council has been created); 9) share capital increases or decreases; 10) the reorganization of the company; 11 election and revocation of the liquidator); 12) medium-term business strategy, except where it is established by the Council; 13) other questions, if provided for by law. (2) members of the Executive Board, request the meeting shall consider and take decisions on issues that also for decision to the Management Board members the meeting required prior consent (article 82 of this law). Article 67. Member's responsibilities (1) participant according to this law, 5, 7 and 9 to take decisions concerning the acquisition or termination of continuation. (2) of this article, the decisions referred to in the first paragraph of the relevant public accepted on behalf of the person the public people's Supreme decision-making body. 68. article. The convening of the meeting of members (1) members Is convened regular meetings and extraordinary meetings of the participants. (2) the meeting shall be convened by the Board of members, except in the cases provided for in this Act. Article 69. Current members ' meeting (1) convening another meeting of members shall be convened by the Management Board, which provides the ability to approve the annual accounts within the time limits provided for in this Act. (2) If the Board has a current members not meeting the time limit laid down, it shall be convened by the Council (if one exists), or the holder of the shares representative no later than five working days from the date on which the Board had to convene a meeting of participants. Following the Board's action can be based on the Council or a member of the Executive Board meeting decision on withdrawal, based on the failure to fulfil obligations. (3) if the Council (if one exists) is not a current Member has a meeting in the second case referred to and within a decision on the convening of a meeting of members shall adopt the shareholders ' representative no later than five working days from the date on which the Council had to convene a meeting of participants. (4) if the Board (if any) in the second case referred to does not convene a meeting of participants without a valid reason, following the Council's action can be the basis for a decision of the meeting of the participants to recall members of the Council on the basis of the failure to fulfil obligations. (5) If a dispute arises as to whether the Board and Council members for action is justified, the burden of proof is on the Executive Board and Council members. 70. article. Extraordinary meeting of members (1) extraordinary meeting of Board members on their own initiative or when requested in writing by the Council (if one exists), auditor or shareholders ' representative. (2) extraordinary meeting of members request for convening the proponents shall indicate the reasons for calling the meeting and the agenda, as well as submit draft decisions on the agenda. A request for a meeting shall submit to the Management Board and to the Council (if one exists) and notify the auditor and shareholders. (3) the Board shall convene the extraordinary meeting of the members not later than within two weeks after receipt of the request. (4) if the Management Board on the third part of this article within the time limit set in the extraordinary meeting of members shall be convened not, it may call an emergency meeting of members even calling the agent. (5) If the matter at issue a decision has to be taken urgently, an emergency meeting of members of the term sasaucam, which enables you to receive timely notification of the convening of a meeting of members, as well as a participant in the meeting draft decisions and other material. Extraordinary meeting of members of the convening period may not be shorter than seven days. The urgency of writing based on the convening of the meeting of the participants express agent. (6) If the Board shall convene an extraordinary meeting of members without valid reason, the meeting participants may withdraw or to propose to the Council (if one exists) to recall Board members, based on the failure to fulfil obligations. (7) If a dispute arises as to whether the action of the members of the Management Board is justified, the burden of proof are Board members. 71. article. The convening of a meeting of members in specific cases if the company's losses exceed half of the share capital of the company or to the public is limited to solvency, or join the bankruptcy threat detected signs of the Board on the report to the Council (if one exists), according to article 70 of this law, shall convene a meeting of participants and provide the explanation. 72. article. The convening of the meeting participants, if the company is dissolved (1) If a decision of the company's dissolution and the election of the liquidator, the liquidator shall convene a meeting of participants. (2) a current Member of the liquidator shall convene a meeting time that allows to approve the annual accounts within the time limit provided for in the law. (3) extraordinary meeting of members shall be convened by the liquidator, on his own initiative or when requested in writing by an auditor or shareholders ' representative. (4) emergency meeting of participants in the request for convening the proponents indicate the reasons for calling the meeting and agenda. A request for a meeting by the liquidator and Auditor and shall notify the holder of the shares. (5) If the matter at issue a decision has to be taken urgently, an emergency meeting of members of the sasaucam article 70 of this law the fifth part. (6) If the liquidator is not convened within the time limit laid down by the current or extraordinary meeting of members, the shareholders shall be convened by the representative. (7) If the liquidator shall convene a meeting of participants not without good reason, the meeting participants may withdraw the liquidator. (8) If a dispute arises as to whether the action of the liquidator has reasonable cause, the burden of proof is the liquidator. 73. article. The arrangements for convening the meeting of members (1) notice of the convening of the meeting of members of the Board sends shareholders a representative, all the members of the Council and to the Auditor not later than two weeks before the meeting. (2) the notice shall specify the Member meeting location and time, the type of meeting, which requested institutions to convene a meeting of participants in the meeting agenda, draft decisions, as well as other information related to the convening and conduct of the meeting. (3) If a participant in the meeting is convened this law article 69 the second and third subparagraphs of article 70 in the fifth subparagraph, in that order, the convening of the meeting proposer to provide shareholders, Board members and auditors meeting draft decisions and other materials receive no later than two working days before the meeting. 74. article. Participants at the meeting raised questions (1) participants in the meeting may adopt decisions only in those matters specified in article 73 of this law set out in the notice, except in the second part of this article means. (2) the participants in the meeting may adopt decisions in such matters (even if they have not been specified in article 73 of this law set out in the notice): 1) Board members, Board members, the liquidator or auditor and election of the new recall, as well as new Board members, Board members, the liquidator or auditor's remuneration; 2) bringing to the Board and Council members, the liquidator or auditor; 3) Corporation's internal audit; 4 new members) or the date of the meeting. (3) the participants in the meeting may adopt decisions only if this law is respected for convening the meeting of members and method (this provision does not apply to that referred to in the second subparagraph of article issues). 75. article. Participation in a meeting of members (1) members participating in the meeting of shareholders representative. (2) the Board and Council members, as well as the liquidator is obliged to participate in the meeting of members. The auditor has a duty to participate in the meeting when members view the question of approval of the annual report. (3) the holder of the shares representative of other people who also want to participate in a meeting of members. 76. article. Participants in the meeting proceedings (1) the shareholders ' representative discovered and managed by the members meeting. (2) the shareholders ' representative members shall be appointed by the Secretary of the meeting (Registrar). (3) the shareholders ' representative, after bringing the matter to communicate its decision on the issue. 77. article. Meeting of members (1) Members of the progress of the recording of the meeting minutes. (2) the minutes shall specify: 1) company; 2) members meeting venue, date and time; 3) the persons name and job title, taking part in the matter; 4) signed by the company share capital the share capital and voting rights, paid share capital; 5) meeting and Registrar (Registrar) a first and last name; 6) meeting agenda; 7) agenda of the consultation process and content; 8) decisions in all matters on the agenda; 9) and Council members of the Board, auditor or liquidator's objections. (3) the minutes shall be signed by the members of the meeting and the Secretary (Registrar). 78. article. The Council, as regards Council on the establishment, operation and jurisdiction applicable to this law, 107, 106, 109, 108, 111 and 112 110. provisions of article, where this chapter provides otherwise. Article 79. The Executive Board (1) the cabinet shall determine the number of members of the Executive Board in accordance with the firm's size, descriptive indicators. (2) the Management Board of the company is elected to the physical person whose work experience, education and qualifications to provide the members of the Board of professional tasks and designated pursuant to this law, or article 37-31. (3) the Management Board shall be elected for Office for five years. (4) the monthly remuneration of the Management Board shall determine, subject to the provisions of the Cabinet to the monthly maximum amount of remuneration. The Cabinet of Ministers determines the members of the Board of the remuneration of the month maximum amount, taking into account the average remuneration of similar size (net change, balance sheet total, the number of employees) in the private sector corporation or, in certain cases, the industry in which the Corporation operates. The members of the Board of the remuneration of the month maximum amount shall in no case exceed the Central Administration of statistics official statistics notification for the published State workers the previous year's average monthly wage is rounded to full euro and with a coefficient 10. Board members the remuneration of the month for all the members of the Management Board's term of Office with the right to review once a year after approval of the annual report. Monthly remuneration takes into account the following criteria: 1) public performance of the previous reporting year; 2) medium-term business strategy execution and performance of the company in accordance with the defined financial and non-financial objectives. (5) the Management Board of the company concluded a contract for the authorization of the members of the Management Board's duties. (6) in the fifth subparagraph of this article, the agreement of the Executive Board may recall the pielīg insurance and benefits. Revocation of benefits may be provided only if the Board is withdrawn from Office before the expiration of the term and if the recall is not related to the violation of the mandate, obligations or not properly carried out, as well as damage to the public interest. Revocation of benefits can predict when Board Member elected to this law, article 31, paragraph 2 of the eighth part or article 37 in the fourth paragraph. (7) the Board may pay the bonus once a year after approval of the annual report and the members of the Board performance evaluation. The bonus may not exceed the Corporation's Executive Board remuneration of about two months. (8) in the fifth subparagraph of this article, the agreement of the Executive Board may recall the pielīg allowance of not more than three months in the amount of remuneration, if the Board loses the post company's reorganization or liquidation, as well as in the sixth paragraph of this article, the cases. 80. article. Right of representation of the Board the Board is the executive body of the company, which manages and represents the society together. 81. article. Withdrawal of the members of the Executive Board (1) the Management Board may be revoked if there is a compelling reason, as well as article 31 of this law, or article 37 of the ninth in the fourth part of the cases. (2) For important reasons in any case be regarded as a violation of the terms, the failure or improper performance, could not control the company, damage the public interest, as well as a participant in the meeting decision on loss of confidence. Article 82. Decisions of the Executive Board (1) the Management Board takes decisions on all matters of public activity, except for matters for which decisions in accordance with this Act and the statutes of the company assumes the participant, shareholders, members, as well as meeting the Council (if one exists). (2) the Board requires the Supreme decision-making body of a public person's prior consent for acquisition or termination, as well as the decisive impact or non-acquisition of another company. (3) the Board requires the prior consent of the meeting of members the following question: 1) for decision to the acquisition or disposal of the company; 2) concrete method of operation and the initiation of new activities. (4) the Board requires the prior consent of the Council in such matters: 1) affiliates and representative offices opening or closing; 2) closing of transactions that exceed the statutes or decisions of the Council of the specified amount; 3) lending, not connected with the company's normal business activities; 4) issue of public credit to employees; 5) general business principles. (5) the Management Board of the public corporation require prior agreement of the Council of this law, article 26 of the sixth part deal closing. (6) if the Council rejects a proposal from the Executive Board of the fourth paragraph of this article, in these matters, the Governing Board shall have the right to put this issue to the meeting of members, which shall take a decision in the matter. (7) the public statutes may provide for other matters for decision by the Executive Board, which must receive a meeting or Council of members (if any) prior written consent. (8) If a society does not create this article, the Council, the fourth and fifth questions referred to in the decision of the meeting participants. (9) the Board is valid, if they participate in the hearing, more than half of the members of the Management Board. If the composition of the Board is less than that of members laid down in the statutes, the quorum statutes proposed by the members of the Board. (10) the Management Board shall take its decisions by a simple majority of the members present and, if the statutes do not set a higher number of votes. 83. article. Board meeting minutes (1) Board meeting are recorded. The Protocol specifies: 1) company; 2) Board at the venue, date and time; 3) Board members and other persons participating in the meeting; 4) agenda items; 5) decision on each issue; 6) the results of the vote, each of the members of the Management Board in the form of a vote "for" or "against" for every decision; 7) other information that the Board requires to be included in the Protocol or required to accurately reflect the progress Board meeting. (2) If the Board does not agree with the decision of the Board and vote against it, following the request of the members of the Executive Board his views the different recordable Board meeting minutes. (3) the minutes of meetings of the Board shall be signed by the person who chaired the Board meeting minutes-taker, and all the members of the Board participating in the meeting. (E) persons sadaļaPublisk joint stock company nodaļaAkcij company capital XVI and securities article 84. Shares of the company share capital statutory share capital through a public stock company of the person (hereinafter in this section the company), pay in full until the submission of the application for registration in the commercial register. 85. article. (1) all the shares of the company's shares are one category of shares, unless the company has a staff of shares. (2) all of the company's shares are registered shares. (3) all public shares are dematerialised shares. (4) the nominal value of each company's shares is one euro. 86. article. The register of shareholders (1) shareholders of record in the registry also shares the name, registration number (if any), legal or location address. (2) a register of shareholders is entitled to consult any person. (3) representative of the holder of the shares, the responsible employee and shareholder's authorized representative has the right to Executive Board authorized a certified extract of the register of shareholders of a public person-owned shares in the company. 87. article. The staff shares (1) public people's highest decision-making body, in which a corporation may be the staff shares. (2) the staff shares have no voting rights. (3) the staff shares may belong only to public employees and Board members. (4) the staff stock owner cannot dispose of these shares to other parties, including other employees. (5) if the employment relationship between the the company and the employee is terminated or a member of the Board of the company is revoked or left the position, the employee or Board member of his own staff shares to be sold to the public and the public must be repurchased at their face value. 88. article. Acquisition of own shares of the company may not ban to get its own shares. You can do this only if the company reduced share capital, except for the portion of the shares from circulation and its deleting, or getting your staff shares. Article 89. The public-owned their stock transfer and deletion (1) if the company gained its staff shares its transferable staff or members of the Management Board within a period of six months from the date of acquisition of such shares. (2) if the staff shares are given public employees or Board members of this article within the time limit provided for in the first subparagraph, delete them, reducing the share capital respectively. (3) if the company acquires the shares, reducing its share capital, the shares cancelled. Article 90. The convertible bonds of the company are not entitled to issue convertible bonds. NodaļaPamatkapitāl XVII growing and shrinking article 91. Increase and reduction of the share capital (1) capital may be increased or reduced, only on the basis of the decision of the general meeting, in which regulated capital rules up or down. (2) the company's share capital may be increased: 1) the shareholder making the investment in the company's share capital, against the number of the new shares; 2) after approval of the annual report, in part or in full, including the principal of the positive difference between capital and the amount of share capital and reserves, which by law must not be taken into account to increase the share capital, against the number of new shares. (3) if the company's share capital shall be increased by the second paragraph of this article referred to in paragraph 1, the entire share capital increase shareholder — a public person, to be paid in share capital increase decision within the time limit. That period should not be longer than three months from the date of the shareholders ' meeting adopted a decision on the increase of the share capital. (4) a public person shares does not have to subscribe to a new issue of shares. (5) new shares of the company by a shareholder of record in the register of shareholders on the basis of documents certifying the payment of the shares. (6) the shareholder vote gives only fully paid-up shares. (7) the Board of an application shall be submitted to the commercial register for share capital increase to the authority after the payment of the shares and the new shares are recorded in the register of shareholders. 92. article. Increase the share capital with the specific purpose of (1) the share capital shall be increased by a specific target, within the commercial law article of the 254. If this law provides otherwise. (2) the capital may be increased for the following purposes only: 1) the new stock exchange for public persons that the Corporation's shares or shares in the event of restructuring; 2) staff shares. (3) the share capital increase as a result of which the company becomes a private limited liability company with public capital, the person may be provided for in title I of this Act in the cases and in the procedure. NodaļaAkcij XVIII public administration article 93. Shares of the company's governing bodies (1) the public administration implemented a shareholder, the shareholders ' meeting, the Executive Board and the Council (if one exists). (2) the competence of the general meeting decisions are representative of the holder of the shares. 94. article. Competence of the general meeting (1) only shareholders ' meeting has the right to decide on: 1) public approval of the annual report; 2) profit; 3) members of the Management Board and the Chairman of the Executive Board election and revocation (if society is not created by the Council); 4) Council (if one exists) election of the members and withdrawal; 5 election and revocation of an auditor); 6) action against the Board and Council (if one exists) and the auditor or the waiver of claims against them, as well as the appointment of a representative of the public company representation in the Court; 7) of the Statute of the public approval and amendment; 8) the amount of remuneration for the Auditors to the members of the Council (unless the Council is created) and the members of the Management Board (except where the Council has been created); 9) share capital increases or decreases; 10) the reorganization of the company; 11 election and revocation of the liquidator); 12) medium-term strategy of action approval, except where the Council has been created; 13) other matters referred to in this law. (2) the shareholders ' meeting, at the request of the Executive Board, shall consider and take decisions on issues that also for decision to the Management Board requires prior consent of the general meeting (article 118). Article 95. Competence of shareholders (1) Shareholders pursuant to this law, 5., 7 and 9 to take decisions concerning the acquisition and termination of continuation of the company. (2) of this article, the decisions referred to in the first paragraph of the relevant public accepted on behalf of the person the public people's Supreme decision-making body. Article 96. The convening of the general meeting (1) be convened in ordinary and extraordinary general meeting of the shareholders meeting. (2) the general meeting shall be convened by the Board, except as provided in this law. Article 97. Current convocation of the general meeting (1) the ordinary general meeting shall be convened by the Management Board, which provides the ability to approve the annual accounts within the time limit provided for in the law. (2) If the Board has no current shareholders meeting within the prescribed time limit, it shall be convened by the Council (if one exists) or a representative of the holder of the shares not later than five working days from the date on which the Board was to convene a shareholders ' meeting. Following the Board's action may be based on or the general meeting of the Council decision on the withdrawal of the Management Board, on the basis of the failure to fulfil obligations. (3) if the Council (if one exists) is not an ordinary shareholders meeting has in the second part of this article in the case and the time limit decision on the convening of the general meeting shall be taken by a representative of the holder of the shares not later than five working days from the date on which the Council was to convene a shareholders ' meeting. (4) if the Board (if any) in the second case referred to does not convene a shareholders meeting without valid reason, following the Council's action can be based on the decision of the general meeting to recall members of the Council on the basis of the failure to fulfil obligations. (5) If a dispute arises as to whether the Board and Council members for action is justified, the burden of proof is on the Executive Board and Council members. 98. article. Extraordinary shareholders ' meeting (1) extraordinary general meeting shall be convened by the Management Board on his own initiative or when requested in writing by the Council (if one exists), auditor or shareholders. (2) extraordinary general meeting convening agent request indicates the reasons for calling the meeting and agenda and submit draft decisions on the agenda. A request for a meeting shall submit to the Management Board and to the Council (if one exists) and notify the auditor and shareholder. (3) the Board shall convene the extraordinary meeting of shareholders not later than within two weeks after receipt of the request. (4) if the Management Board referred to in the third subparagraph the period without calling an extraordinary shareholders meeting, it can convene an extraordinary shareholders meeting himself calling the agent. (5) If the matter at issue a decision has to be taken urgently, the extraordinary shareholders ' meeting in the term of sasaucam, which enables you to receive timely notification of the convening of the general meeting of the shareholders ' meeting, as well as draft decisions and other material. Extraordinary shareholders ' meeting convened period may not be shorter than seven days. Urgency justify it in writing, which is the urgent convening of the general meeting of the agent. (6) If the Board did not convene an emergency shareholders meeting without good reason, the meeting of shareholders may revoke or to propose to the Council (if one exists) to recall Board members, based on the failure to fulfil obligations. (7) If a dispute arises as to whether the action of the members of the Management Board is justified, the burden of proof are Board members. Article 99. Convening of the general meeting in special cases, if the company's losses exceed half of the share capital of the company or to the public is limited to solvency, or join the bankruptcy threat detected signs of the Board on the report to the Council (if one exists), pursuant to article 98 of this Act shall convene an extraordinary shareholders meeting and provide the explanation. 100. article. The convening of the general meeting, if the company is dissolved (1) If a decision of the company's dissolution and the election of the liquidator, the liquidator shall convene a general meeting. (2) the ordinary general meeting shall be convened by the liquidator, which provides the ability to approve the annual accounts within the time limit provided for in the law. (3) an emergency shareholders ' meeting convened by the liquidator, on his own initiative or when requested in writing by an auditor or shareholders. (4) the extraordinary shareholders ' meeting convocation request proponents indicate the reasons for calling the meeting and agenda. A request for a meeting by the liquidator and Auditor and notify the holder of the shares. (5) If the matter at issue a decision has to be taken urgently, the extraordinary shareholders ' meeting of this law sasaucam 98 in the fifth subparagraph of article. (6) If the liquidator is not convened by the ordinary or extraordinary shareholders meeting within the prescribed time limit, it shall be convened by the option holder. (7) If the liquidator does not convene a shareholders meeting without good reason, the meeting of shareholders may revoke the liquidator. (8) If a dispute arises as to whether the action of the liquidator has reasonable cause, the burden of proof is the liquidator. 101. article. The arrangements for convening the general meeting (1) notice of the convocation of the general meeting, the Management Board shall send to the holder of the shares, all the members of the Council (if the company is established in the Council) and the auditor no later than two weeks before the meeting. (2) if the society's staff shares, a statement shall also be sent to the holders of shares of the staff. (3) the notice shall state the general meeting location and time, the type of meeting, which requested institutions to convene the meeting, the agenda of the general meeting, draft decisions, as well as other information related to the convening and conduct of the meeting. (4) If the shareholders ' meeting is convened this law, article 98 of the second and third subparagraphs, and article 99 in the fifth paragraph of the order, the convening of the meeting proposer to provide shareholders, the members of the Council (if the company is established in the Council) and the auditor meeting draft decisions and other materials receive no later than two working days before the meeting. Article 102. General Meeting pending questions (1) the general meeting may adopt decisions only in those matters specified in article 102 of this Act specified in the notification, with the exception provided for in the second subparagraph of article. (2) the general meeting may adopt decisions in such matters (even if they have not been specified in article 102 of this Act specified in the notice): 1) of the members of the Council (if the company has been established in the Council), the members of the Board (where the company is not in the Council), the liquidator or auditor's withdrawal and a new election, as well as new Board members, Board members, the liquidator or auditor's remuneration; 2) bringing to the Board and to the members of the Council (if the company has been established in the Council), the liquidator or auditor; 3) Corporation's internal audit; 4) new general meeting or the date of determination. (3) the general meeting may adopt decisions only if this Act has been complied with in the convocation of the general meeting and (this provision does not apply to that referred to in the second subparagraph of article issues). Article 103. Proceedings of the general meeting (1) the representative of the holder of the shares opened and managed by the shareholders meeting. (2) a shareholder representative appointed by the Secretary of the meeting of shareholders (Registrar). (3) the Board and Council members, as well as the liquidator is obliged to participate in the general meeting. The auditor has a duty to participate in the general meeting, when viewing the question of approval of the annual report. Article 104. Decisions of the general meeting (1) the representative of the holder of the shares after the issue of their decision on the issue. (2) if the society's staff shares, shareholders do not participate in decision making and not vote on the decision made by the projects. Article 105. Meeting of shareholders (1) shareholders ' meeting Protocol of the recording process. (2) the minutes shall specify: 1) company; 2) the general meeting location, date and time; 3) the persons name and job title, taking part in the matter; 4) signed by the company share capital the share capital and voting rights, paid share capital; 5) meeting and Registrar (Registrar) a first and last name; 6) meeting agenda; 7) agenda of the consultation process and content; 8) decisions in all matters on the agenda; 9) Board and Council members (if the company has established a Council), auditor or liquidator's objections. (3) the minutes shall be signed by the shareholders ' meeting and by the Secretary (Registrar). Article 106. The creation of the conditions of the Council, the number of the members of the Council (1) the Council may create a Society only if a previous public performance meets all the following criteria: 1) net turnover of more than 21 million euro; 2) balance sheet total of more than 4 million. (2) if the society has established a Council and one of the first paragraph of this article, the conditions are not met for two consecutive years, the Board is abolished. (3) the cabinet shall determine the number of members of the Council according to the size of the targeted public. Article 107. The tasks of the Council (1) the Council is the supervisory body of the society, which represents the interests of the shareholders meeting, in the meantime, and oversee the operation of the Board. (2) the tasks of the Council are as follows: 1) elect and recall members of the Management Board; 2) to determine the remuneration of the members of the Executive Board; 3) confirm the medium-term industrial strategy; 4) keep things to be sorted according to the normative acts, the company's articles of Association, the decisions of the general meeting; 5 to examine society) annual report, report of the Board and the Board's proposals on the use of profit, prepare for them in the Council report and submit them to the general meeting; 6) represent the Court in all public companies brought requirements against Board members and Board members brought requirements against the society; 7) confirm the transaction between the company and Management Board or auditor; 8) to examine any matter, which is a shareholder or shareholders meeting's competence or by Board members, recommended for consideration by the shareholders ' meeting, and to give an opinion on them; 9) give the shareholder proposals for improving the functioning of society. (3) the Statute may provide that important subject matter, the Board requires the consent of the Council. If the Council rejects a proposal from the Executive Board, the Management Board has the right to convene an extraordinary meeting of shareholders, which shall take a decision in the matter. Article 108. Requirements of candidates for members of the Council (1) on the company's Board may be a natural person whose work experience, education and qualifications of the members of the Council provides the professional execution of tasks and designated pursuant to this law, or article 37-31. (2) the statutes of the Society may determine other (not listed in this Act) limits the Council member. 109. article. Election of the members of the Council and by the withdrawal of (1) the Board shall elect in the post for five years. (2) the members of the Council elected by the post and the reference shareholders ' meeting. (3) the right to connect with the Office of Member of the Council other posts are set out in the law "On Prevention of conflict of interest in the activities of public officials". (4) the Council shall not receive the benefit withdrawal or any other form of compensation if he is removed from Office before the end of the term. 110. article. Convening of meetings of the Council (1) the Council shall be convened by the President of the Council, in his absence or his task, the Deputy Chairman of the Council. The right to request the convening of the meeting of the Council's Member for each Council, Board and shareholder meetings, stating the need for calling and purpose. (2) If a Council agenda included 108. this law referred to in the second subparagraph of article issues, but the Council is not valid because the hearing does not participate in the required number of Council members, this question does not review Council is not an obstacle to consideration of shareholders and shareholders ' meeting. 111. article. Decisions of the Council and Council meeting Protocol (1) a Council Member may vote only if participating in a Council meeting. (2) the minutes of the proceedings of the Council shall be signed by the person who chaired the meeting of the Council, the Registrar, as well as meeting all members of the Council who participate in the meeting. 112. article. Remuneration of the members of the Council (1) the monthly remuneration of the members of the Council shall determine, subject to the provisions of the Cabinet to the monthly maximum amount of remuneration. The Cabinet of Ministers of the Council of members shall determine the monthly maximum amount of remuneration, taking into account the average remuneration of similar size (net change, balance sheet total, the number of employees) in the private sector or the public — in some cases — the industry in which the company operates. Board members the remuneration of the month maximum amount shall in no case exceed the Central Administration of statistics official statistics notification for the published State workers the previous year's average monthly wage is rounded to full euro and with a coefficient 10. (2) the members of the Council may be paid a bonus once a year after approval of the annual report and the activities of the members of the Council of the results of evaluation. The bonus may not exceed the Corporation's Board members within one month the amount of remuneration. Article 113. The company's right of representation of the Board the Board is the executive body of the company, which manages and represents the society together. 114. article. The number of members of the Management Board and limits members of the Executive Board (1) the cabinet shall determine the number of members of the Executive Board in accordance with the firm's size, descriptive indicators. (2) the Management Board of the company is elected to the physical person whose work experience, education and qualifications to provide the members of the Board of professional tasks and designated pursuant to this law, or article 37-31. 115. article. Election of the members of the Executive Board (1) the Management Board shall be elected for Office for five years. (2) the Management Board of the company concluded a contract for the authorization of the members of the Management Board's duties. 116. article. Withdrawal of the members of the Executive Board (1) the Management Board may recall, if you have a compelling reason, as well as article 31 of this law, ninth part or article 37 in the fifth part of the cases. (2) For important reasons in any case be regarded as a violation of the terms, the failure or improper performance, could not control the company, damage the public interest, as well as of the general meeting or the Board (if the company has established a Council) decision on loss of confidence. Article 117. Remuneration of the members of the Board (1) the monthly remuneration of the members of the Management Board established pursuant to Cabinet of Ministers regulations for the monthly maximum amount of remuneration. The Cabinet of Ministers determines the members of the Board of the remuneration of the month maximum amount, taking into account the average remuneration of similar size (net change, balance sheet total, the number of employees) in the private sector or the public — in some cases — the industry in which the company operates. The members of the Board of the remuneration of the month maximum amount shall in no case exceed the Central Administration of statistics official statistics notification for the published State workers the previous year's average monthly wage is rounded to full euro and with a coefficient 10. Board members the remuneration of the month for all the members of the Management Board's term of Office with the right to review once a year after approval of the annual report. Monthly remuneration takes into account the following criteria: 1) of the performance of the Corporation for the preceding financial year; 2) medium-term business strategy execution and performance of the Corporation in accordance with the defined financial and non-financial objectives. (2) the Board may pay the bonus once a year after approval of the annual report and the members of the Board performance evaluation. The bonus may not exceed the Corporation's Board members the remuneration of about two months. (3) this law 115 in the second part of the agreement of the Executive Board may recall the pielīg insurance and benefits. Revocation of benefits may be provided only if the Board is withdrawn from Office before the expiration of the term and if the recall is not related to the violation of the mandate, obligations or not properly carried out, as well as damage to the public interest. Revocation of benefits can predict when Board Member elected to this law, article 31, paragraph 2 of the eighth paragraph, or article 37 of the fourth part (2). (4) this law 115 in the second part of the agreement of the Executive Board may recall a pielīg allowance of not more than three months in the amount of compensation, if the Board loses the position of reorganisation or winding-up of a capital company as well as the third part of this article in particular cases. 118. article. The company's Executive Board decisions (1) decisions of the Management Board at all the company's activities, except for matters for which decisions in accordance with this Act and the statutes of the company adopted a shareholder or shareholders, respectively, meeting and the Council. (2) the Board requires the Supreme decision-making body of a public person's prior consent for acquisition or termination, as well as the decisive impact or non-acquisition of another company. (3) the Board requires the prior consent of the general meeting, the following issues: 1) for decision to the company's acquisition or disposal; 2) concrete method of operation and the initiation of new activities. (4) the statutes may also specify other questions that the Management Board of the general meeting must obtain prior written consent. (5) the Board requires the prior consent of the Council the following question for decision: 1) affiliates and representative offices opening or closing; 2) closing of transactions that exceed the statutes or decisions of the Council of the specified amount; 3) lending, not connected with the company's normal business activities; 4) issue of public credit to employees; 5) general business principles. (6) the public shares of the company management board requires prior consent of the Council of this law, article 26 of the sixth part deal closing. (7) the statutes may provide for other matters for decision by the Executive Board, which must receive the prior approval of the Council. (8) if the Council rejects a proposal from the Executive Board, this article will be the fifth and sixth questions referred, the Governing Board shall have the right to put this issue to the general meeting, which shall take a decision in the matter. (9) If a society does not create this article, fifth and sixth questions referred to decision of shareholders ' meeting. 119. article. The company's Board meeting Protocol (1) Board meeting are recorded. The Protocol specifies: 1) company; 2) Board at the venue, date and time; 3) Board members and other persons participating in the meeting; 4) agenda items; 5) decision on each issue; 6) the results of the vote, each of the members of the Management Board in the form of a vote "for" or "against" for every decision; 7) other information that the Board requires to be included in the Protocol or required to accurately reflect the progress Board meeting. (2) If the Board does not agree with the decision of the Board and vote against it, following the request of the members of the Executive Board his views the different recordable Board meeting minutes. (3) the minutes of meetings of the Board shall be signed by the person who chaired the Board meeting minutes-taker, and all the members of the Board participating in the meeting. (F) section nodaļaKapitālsabiedrīb XIX of the termination of the General provisions article 120. The basis for termination of the Corporation (1) the Corporation shall terminate the activities: 1) participant (shareholder) of the decision; 2) with court ruling; 3) decision about running out the onset of insolvency proceedings due to the company's completion of the insolvency proceedings; 4) the expiry of the statutory deadline (if a corporation is established for a definite period of time); 5) reaching the objectives laid down in the statutes (if a corporation founded by specific objectives); 6) other law or statutory cases. (2) the insolvent person public corporation dissolved under the insolvency law. 121. article. Appointment of liquidators (1) the liquidation of a corporation shall take members of the Board, if the institution which adopted the decision on the termination of a corporation, it otherwise. (2) If the Supreme decision-making body of a public person in the decision on a public person imposed termination of the Corporation that the Corporation does not carry out liquidation, the liquidator of the members of the Board elected by the members (shareholders) meeting. (3) the Remuneration of the liquidator and the cost of the procedure is determined by the institution, which appoints the liquidator. (4) If a winding-up shall be made members of the Executive Board, the remuneration of the liquidators and determine the cost of the order of the members (shareholders) meeting. (5) in determining the remuneration of the liquidators shall comply with the limits laid down in this Act in relation to public entities a corporation's Board members. 122. article. The application of a corporation, and the termination of the liquidation decision on the termination of the Corporation within three working days after the election of the liquidator shall be submitted to the commercial register record. The application shall state referred to in article 8 of the commercial law of the liquidator and shall be accompanied by: 1) the institutions concerned a decision on dissolution of the Corporation; 2) written consent of the liquidator to be a liquidator. Written consent is signed with a secure electronic signature, or the signature on the consent of a notary or certified under the authority of the commercial register. 123. article. Revocation of liquidators (1) Liquidators may be revoked by a decision of the institution which adopted the decision on the appointment of a liquidator. (2) a liquidator appointed by the Court may be revoked only with a court order, on the basis of the shares of the holder or a third-party application that has important reasons, while appointing a new liquidator. XX nodaļaLikvidācij closing financial report, Division of plans and distribution of the remaining property or business article 124. Closing the financial statement and the Division of the plan (1) After satisfaction of the claims of creditors or those provided for the transfer of money in trust for a notary sworn and liquidation expenses of liquidation the liquidator shall prepare a closing financial report, and the Corporation's remaining property distribution plan, pursuant to article 125 of this Act. (2) the holders of shares of the staff of the public shares of the company in liquidation quota is not calculated. 125. article. The Corporation's remaining property distribution (1) property may be divided into no more than four months from the date of publication of the notice of termination of a capital company, and one month from the date of the closing of the liquidation accounts and of the remaining property of the Corporation distribution plan is sent to shareholders. (2) property which is required to satisfy the claims of creditors, the liquidator shall not be entitled to sell, but shall make available to the authority specified in the decision on the termination of the Corporation, unless otherwise provided for in this decision. (3) the costs in the event of liquidation of the participant (shareholder) of the relevant public included are personal budget. (4) the property may be split up before this article, the time limit laid down in the first subparagraph, if the consent of the members (shareholders) meeting and with it there is no loss to creditors. Article 126. The continuation of the activities of the Corporation if the Corporation is dissolved on the basis of the documents establishing the rules for termination or public people of higher authority, the public person's Supreme authority until beginning of Division of property may take a decision on the continuation of the activities of the Corporation or the Corporation's reorganization. (G) sadaļaPublisk persons of reorganization nodaļaReorganizācij XXI Corporation, the General provisions of article 127. Corporation merger (1) public people's Supreme decision-making body shall take a decision on the merger of the public corporation of the person. (2) the first paragraph of this article shall be determined in the decision of acquiring public shareholders. (3) the arrangements for the public person, a corporation, if one of the merging process of the companies involved is another person-owned public corporation, public or private corporation a private, defined in section I of this law. 128. article. The Corporation splitting (1) public people's Supreme decision-making body shall decide on the allocation of the public corporation of the person. (2) the first paragraph of this article shall be determined in the decision of acquiring public shareholders. (3) a public corporation for sharing of the person can not apply separation techniques (commercial law article of the 336 fourth and fifth). (4) the arrangements for the allocation of the public corporation of the person, if the acquiring company is an existing person for other public owned corporation, public or private corporation a private, defined in section I of this law. 129. article. The Corporation into (1) a decision of a public person's conversion of a capital company to another public person in the Corporation assumes the Corporation's members (shareholders) meeting. (2) public people in the reorganisation of the way the Corporation cannot be converted for public or private corporation a private corporation in this section. 130. article. The reorganisation conditions for deciding on the reorganization (132 and 133 of this law), the Supreme decision-making body of a public person can predict the reorganisation conditions. NodaļaReorganizācij XXII procedure 131. article. Reorganization agreement (1) Public entities a corporation in developing the reorganization agreement, the Supreme decision-making body of a public person of the conditions laid down in the decision (article 135 of this law). The reorganisation of the draft Treaty members (shareholders) meeting. (2) a reorganisation agreement specifies: 1) all involved in reorganizing the Corporation company, registered office and registration number; 2) date by which you want to add, or corporations be distributed transactions in the accounts of the acquiring Corporation will be treated as the acquiring Corporation; 3) rights granted that acquiring company, or the company to be distributed monitoring institutions and members of the Executive Body, as well as the company's controller; 4 reorganization effects plug-in), or be distributed to employees of the Corporation; 5) acquiring the company, the firm and the legal address; 6) reorganization process steps and deadlines. (3) the reorganisation of the Treaty cannot determine commercial atliekošo provided for in article 338 of the conditions. (4) if the person's public corporations Division participates in the one person of the public corporation, the Corporation's members (shareholders) meeting shall lay down the rules on the Division of the Corporation, subject to the first, second and third subparagraphs. Shall replace the second and third subparagraphs referred to reorganisation agreement. The rules on the Division of a corporation accompanied by the Division of the acts a stand-alone document. (5) in order to restructure public entities a corporation, converting it, the Corporation's members (shareholders) meeting shall lay down the rules on the conversion of a capital company, subject to the first, second and third subparagraphs. 132. article. Property investment appraisal in the process of restructuring (1) If the acquiring Corporation as a result of a reorganisation must increase capital or if it is a new Corporation, a corporation that assess each property or the property of the company being divided of shares in the Corporation to determine the adequacy of the Corporation's share capital increase of the acquiring or its foundation. (2) the assessment shall be carried out and provide a written opinion of a person that included property investment appraiser list. (3) If a reorganisation results in the establishment of the new company, follow this law, the provisions of article 49. (4) the opinion of the Authority submitted to the commercial register shall be added to the application for reorganization. 133. article. The prospect of taking the reorganisation the reorganisation procedure provided for in this title, the reorganization of the public involved in personal corporations do not prepare a reorganisation prospectus. 134. article. The auditor's examination through a reorganization in accordance with the procedure laid down in this section, the auditor does not check the decision on reorganization. Article 135. Decision on reorganisation of (1) a decision on the reorganization of the public corporation of the person adopting the members (shareholders) meeting. (2) where, due to the reorganization of the Corporation shall be made in the articles of Association, the members (shareholders) meeting the decision to adopt immediately after the decision on a reorganisation. 136. article. Decision on reorganisation of the contested decision on the reorganization of the public corporation of the person can not be challenged in a Court of Law, article 346 of the person referred to in the first subparagraph. 137. article. The application of the commercial authority (1) each corporation involved in the reorganisation process after it is secured or satisfied in the sign up deadline the claims of creditors shall be submitted to the commercial register entry of the body on the reorganization of the commercial register. (2) the application shall be accompanied by: 1) for the purposes of this decision, provided for in the Act and the reorganisation of the Treaty or the rules on restructuring; 2) in the cases specified by law, reorganisation; 3) or the way of splitting that distributable corporations closing financial statement (if the application is lodged or the Corporation to be added); 4) acquiring Corporation statute (if the reorganization is a result of a new Corporation or if the Corporation is modified); 5) acquiring a corporation's Board members who have the right to represent the company (if the reorganisation results in a new company); 6) acquiring capital company Board members list (if the reorganization is a result of a new Corporation or if the Corporation is being redesigned and the acquiring Corporation for Board). (3) the Corporation shall certify that the sign up deadline the claims of creditors are secured or satisfied. (H) part of the sadaļaKapitāl disposal XXIII nodaļaPublisk person owned the sale of shares in article 138. A decision on the sale of shares (1) a decision on the sale of shares in the relevant public person to the highest authority. (2) a proposal for the sale of State shares and the relevant draft legislation submitted to the Cabinet of Ministers national shareholders or institution to which the Cabinet has determined (delegated) to fulfil the national capital sales task under the conditions of this section (hereinafter transfer to requesting institution). 139. article. The seller of the shares (1) in the national capital of the sponsoring institution of the disposal sale. (2) derived public people sell shares derived public persons of the highest decision-making bodies of a certain institution (Department) or it is notified of the sponsoring institution of the seizures. (3) a decision on the sale of shares in a week from its entry into force, at least in the public home page on the internet part of the capital, the seller and the Corporation. 140. article. The sale of shares in the original value (1) public people selling the shares in the original value is the value as determined by the independent appraiser certified in accordance with the accepted valuation standards (initial value). (2) the original value can be reduced, if according to this law, the procedures laid down in article 146 of the shares are sold. 141. article. Procedures for the sale of shares of a corporation, a public person in public or private corporation a private Corporation (1) share vendor sales develop and approve rules contained at least the following information: 1) a corporation whose shares are sold, the firm, the legal address and location address; 2) capital share sale price determined in accordance with this law, the first paragraph of article 140, as well as price adjustment, if capital part of the sale according to the first assessment; 3) capital sales conditions, if any, provided for in article 142 of this law in the order; 4) list of participants (shareholders) and information about the pre-emptive rights to the shares sold and their use; 5) and auction the security fee, the size and the procedure for payment of the purchase order and payment of the fee; 6) auction; 7) part of the capital of the applicant (purchaser) the selection procedures and criteria, if any is intended; 8) shall be made in the application of interest part of the capital purchase, extension, renewal or new application in time; 9) shares to the purchaser of the deliverable list; 10) action with shares sold; 11) other capital part in the sales process significant conditions and guarantees. (2) the seller of the shares during the week after the approval of the terms of the sale to the public in its homepage on the internet information about sales terms, as well as insert in the Official Gazette of the "journal" which you can get acquainted with the sale regulations. Within this part of the capital must be sent to the seller of the shares concerned the terms of the sale of the Corporation Board. Public people inform the Management Board of the company employees for capital sales conditions and procedures. (3) the seller of the shares offered to the public or the private corporation a private corporation's pre-emptive right members (shareholders) to buy the public shares of persons in accordance with the procedure laid down in the statutes and in accordance with the terms of the sale, providing that the members (shareholders) as a whole or individually to enroll in any public person shares be sold, otherwise they shall be deemed resigned from pre-emptive rights. (4) if the pre-emptive right of the person does not use their rights or if the pre-emptive right is not a person, seller of its shares sold at public auction, unless this law article 142 in the first and second paragraphs of the order provided for in the other sales method. (5) the sale of capital rules should be publicly available for at least a month before the deadline, a person must submit an application to the purchase of shares. 142. article. Capital sales conditions (1) the highest authority of the public person can determine the person's public shares sales conditions or change them to this part of the capital for the approval of the terms of the sale. (2) the Corporation's staff shares sold must not exceed 20 percent of the share capital of a capital company. (3) selling public shares of persons in accordance with the procedure laid down in this law, for the means of payment used. (4) if the shares are sold, the sales regulations to provide for the establishment of the pledge for the seller to ensure the seller's claims against the buyer who might to rise due to the sales and purchase agreement in the terms provided for in the buyer's default without proper execution or the delay of the execution. 143. article. The public part of the capital of the person selling the resulting products (1) public people selling the shares in the funds obtained as a result of including the public person's budget. (2) if the derived public people sells its shares in the authorized body of the sponsoring institution, disposal, derived public person this institution, they shall be reimbursed actual expenses, organizing and selling of their shares. Derived public person and forfeiture of the requesting institution shall agree on the expenses. NodaļaCit XXIV public person shares sales cases article 144. State pension special budget passed by the sale of shares (1) State pension special budget transferred shares sold pursuant to this law, the provisions of Chapter XXIII. (2) State pension special budget sells the shares transfer to requesting institution. (3) State pension special budget part of the capital results in final sale funds including State pension special budget. 145. article. Tax payments as a result of the capitalization of the debt with the sale of shares (1) in the Cabinet or local Government Council shall decide on the tax charges to arise as a result of the capitalization of the capital. (2) capital that formed, replacing the company's tax payments, the principal sum of State or municipal budget with a capital (as a result of the capitalization of the capital formed), sells this law, article 139 of the first and second subparagraphs to specific institutions. (3) the order in which the result of the capitalization of the sale formed part of capital, determined by the Cabinet of Ministers. (4) offering shares for sale, seller development capital sales rules in accordance with this law, article 141 and 142 article third and fourth. (5) sale of shares resulting features should include the relevant State budget and municipal budgets of Cabinet. NodaļaPublisk XXV person shares-article 146. Decision on the part of the capital-(1) the decision on the part of the capital-in the relevant public person to the highest authority. (2) a proposal for public participation-shall be submitted to the Cabinet of the national part of the capital or the disposal of the requesting institution. (3) a public person can invest in shares of a corporation or a public person public person controlled the Corporation. 147. article. The decision on the part of the capital-sharing and implementation (1) a decision on the part of the capital-a week from its date of entry into force of the public shareholders of its homepage on the internet. (2) the decision on the part of the capital-implemented part of the capital. I sadaļaPublisk people on public capital company becoming a private corporation or private corporation the XXVI nodaļaVispārīg rules for public capital company becoming a private corporation or a private corporation of article 148. Ways of attracting people to the public corporation, sold the shares, could become a private corporation or public private corporation: 1 increasing the share capital of a capital company) (article 149 of the Act); 2) reorganizing the Corporation (article 150 of this law); 3 the transfer of public persons) shares without consideration for other public person (159 and 160 of the Act). Article 149. The Corporation's share capital increase, the objectives of the corporations capital may be increased for the following purposes only: 1) the replacement of the debts of a corporation with its capital shares (referred to in this section-debt capitalization); 2) certain things from individuals when they pay their shares on financial contribution (hereinafter in this section — acquisition of property); 3) private equity fundraising, payment of capital with money (referred to in this section — private equity Association). 150. article. Corporations forms of reorganization the reorganization under way a corporation can become a private corporation: 1) adding a Corporation (referred to in this section — corporations); 2) connecting to a Corporation (referred to in this section — joining the Corporation); 3) interpenetrating Corporation (hereinafter in this section: the fusion with the Corporation); 4) dividing the Corporation if the acquiring Corporation is a private Corporation (hereinafter in this section — joining the private corporation to splitting). XXVII nodaļaKapitālsabiedrīb share capital increase article 151. The share capital increase decision (1) on the basis of the proposal of the holder of the shares, the Cabinet of Ministers issued order for determine the debt (excluding tax) in the national capital company capitalisation. (2) derived the highest decision-making body of a public person, shall take a decision on certain debt (excluding tax) derived public person for capitalization of the Corporation. (3) on the basis of the shareholders, the proposal of the cabinet order on the acquisition of property for public corporations. (4) a public person Derived a higher authority shall take a decision on the acquisition of property derived public person to the Corporation of the property. (5) on the basis of the proposal of the holder of the shares, the Cabinet of Ministers issued order for private capital to the State Corporation. (6) the public person Derived a higher authority shall take a decision on private capital derived public person to the Corporation. 152. article. The increase in the share capital of the conditions (1) the share capital is increased, so that the new capital be used only one of this law, in article 149 objectives. (2) the share capital of a capital company up the rules indicate the objective of increasing the share capital. (3) the share capital increase should not exceed the amount required for the purpose. (4) the public people's Supreme decision-making body may lay down additional conditions for the share capital increase. Article 153. On action to be taken by increasing the share capital of the Corporation's activities to be carried out, increasing the share capital, organised by the shareholders. 154. article. Increase the share capital in order to (1) the share capital is increased in accordance with the provisions of commercial law, subject to the conditions of this law. (2) the provisions of the share capital increase approved by the members (shareholders) meeting. (3) the Corporation's members (shareholders) meeting, which approved the increase of the share capital rules, in addition to being a deadline, when they will be called private capital company members (shareholders) meeting, which will increase the share capital. Members (shareholders) to be added to the decision at a meeting of private corporations statutes, which will increase the share capital. (4) the Management Board in the share capital of a capital company raising the time limit laid down in the rules shall be convened by the private corporation's members (shareholders) meeting, which will increase the share capital. The meeting approved the statutes of the private corporation, or elected by the directly elected (if it was created), the monitoring body and performs other actions provided for in the law. Private corporations statutes approved by not less than three fourths of the members present and voting, and at the following meeting to apply this law, rules governing the Corporation's members (shareholders) the convening and conduct of the meeting. (5) in addition to the commercial law (and article 202.261) the documents to be submitted to the commercial register Office in the case of a share capital increase, the Corporation shall also submit this law referred to in article 151 of the Supreme decision-making body of a public person's decision. NodaļaPublisk XXVIII person Corporation reorganization of private corporation article 155. Public entities a corporation reorganization of capital company involved in the reorganisation process (1) may involve only by limited liability companies and joint stock companies. (2) the acquiring company is in the process of the public corporation of the person, but that the company is a corporation that is incorporated. (3) the accession process of the company being acquired is a public person, but the acquiring Corporation is a corporation, the company which added. (4) the process of convergence of the companies being acquired are public persons and private corporations a corporation, but the acquiring company is a capital company encountered. (5) the private company as a result of the Division is the process in which a public person Corporation is the company being divided and distributed to the public is the company being acquired, but the acquiring company is a private corporation. 156. article. Decision on a reorganisation of the opening (1) on the basis of the proposal of the holder of the shares, the Cabinet of Ministers issued an order for reorganization of the public corporation, the Corporation shall determine which can be added to the State Corporation. (2) derived the highest decision-making body of a public person, shall take a decision on the reorganization of the company this person, determining that the Corporation may add to it. (3) on the basis of the proposal of the holder of the shares, the Cabinet of Ministers issued an order for reorganization of State corporations, determining that the Corporation may add National Corporation. (4) a public person Derived a higher authority shall take a decision on the reorganization of the company this person, determining that the Corporation may add it. (5) on the basis of the proposal of the holder of the shares, the Cabinet of Ministers issued an order for reorganization of the State Corporation, the Corporation shall determine to which State of the merging Corporation. (6) the public person Derived a higher authority shall take a decision on the reorganization of the company this person, determining that the merging Corporation. (7) on the basis of the proposal of the holder of the shares, the Cabinet of Ministers issued an order for reorganization of the State Corporation, the Corporation shall determine which of the you can add public corporation in its Division. (8) derived the highest decision-making body of a public person, shall take a decision on the reorganization of the company this person, determining that the Corporation may add derived public person to the Corporation its splitting. 157. article. Public entities a corporation reorganization of Public persons, the conditions the highest authority is entitled to impose restructuring conditions. If, by reorganizing the public people in the Corporation, a private corporation that owns shares in a number of derived public persons or State and derived public person or derived public persons, on a reorganisation conditions persons agree to the public before taking a decision on the reorganization. 158. article. Public entities a corporation reorganization procedure (1) in addition to the particulars of a reorganisation Agreement deadline when private corporations sasaucam members (shareholders) meeting. If the person is a public corporation reorganized the accession or blending or adding it to the Corporation as a result of the reorganization of the Division agreement shall, in addition to a person's public shareholders, representatives of private companies and on the Governing Council (if one exists). (2) to be added to the draft Reorganisation of private association articles of Association kapitāls project and full text of the new version. (3) commercial decision provided for in article 343 of the reorganization of the public corporation of the person adopting the members (shareholders) meeting, and the reorganisation of the Treaty signing the shareholders ' representative. (4) a public person of the Corporation members (shareholders) meeting on the reorganization of the Court decision cannot be challenged by the commercial law article 346 of the person referred to in the first subparagraph. (5) the Board of a corporation reorganization within the time limit set in the Treaty shall be convened by the private corporation's members (shareholders) meeting that the reorganisation will result. The meeting approved the statutes of the private corporation, elected by the supervisory authority and the Executive Body and other actions provided for in the law. Private corporations statutes approved by not less than three fourths of the members present and voting, and at the following meeting to apply this law, rules governing the Corporation's members (shareholders) the convening and conduct of the meeting. Members (shareholders) meeting indicate those members (shareholders), who voted against approval of the Statute. (6) in addition to the documents mentioned in the commercial law to be submitted to the commercial register authority that entry on the reorganization, the Corporation shall also submit this law referred to in article 156 of the cabinet order or derived public person's Supreme decision-making body. XXIX nodaļaPublisk person-owned shares transfer for another person free of charge to the public article 159. Public service shares derived public person (1) national capital own shares may be transferred without consideration of public persons property derived by from a cabinet order pursuant to commercial law and the relevant provisions of the Statute of the Corporation. (2) the national capital can be put to the public property of the person, the child, if the child's public persona has made such a request and the derived public persons in higher authority handed down its decision. (3) the national capital transfers derived property of a public person not applying this law, the provisions of section H of seizures, as well as 5 and 9 of this law, the provisions of article about acquisition or termination or critical impact or termination. 160. article. Derived public persons, the transfer of shares without compensation to the State or other derived public person (1) a public person Derived self-owned capital shares may be transferred free of charge to the State or other public entities are derived by property from the person of the child public Supreme authority, subject to the decision of the commercial law and the relevant provisions of the Statute of the Corporation. (2) derived public person shares can be put in the public domain, if the Cabinet made such a request and accepted the decision. (3) a public person Derived shares may be transferred to the child of a public person's property, if the derived public person made such a request and handed down its decision. (4) the derived public people for the transfer of the shares in the State or other public entities derived property does not apply to this law, the provisions of section H forfeiture, as well as 5 and 9 of this law, the provisions of article about acquisition or termination or critical impact or termination. (J) section XXX nodaļaPublisk persons on the institution transformation Corporation (public agency) started article 161. The Corporation's transformation framework conditions (1) the public corporation, the person issuing administrative provisions or administered by a State fee, and that income from grants (subsidies) or the supply of a service in the discharge of its public administration delegated tasks, converted to the authority or a public agency, unless the public people's Supreme decision-making body, pursuant to article 162 of this Act provided for in the second subparagraph, not ruled otherwise. (2) the Corporation is converted to body unless the public people of higher authority decision on conversion otherwise and flexible in a corporation meets the public agency statutory public agencies. 162. article. The Corporation started the transformation (1) public people's Supreme decision-making body may decide to initiate a public person in the conversion of a capital company authority (public agency). (2) public people's Supreme decision-making body, adopted the decision referred to in the first paragraph, request the opinion of the Auditor on the conversion risk, as well as to assess any financial and legal risks that may occur on the body of transforming the Corporation or public agency. (3) accept the Proposal referred to in the first subparagraph shall be submitted to the Cabinet decision, the State capital, but the Municipal Council, the municipal capital, a representative of the holder. The proposal shall indicate the following information: 1) the authorities of the newly set-up State functions (administrative task) and a form of subordination; 2 the property of the Corporation) and financial position, as well as the possibility to cover requirements of the vendors to be deliberate; 3), under which the Corporation would be transformed into a body (public agency); 4) other important information related to the Corporation's transformation. (4) the public people of higher authority decision on the initiation of transformation determined: 1) on the body (public agency) to be the Corporation's business and the registration number; 2) to be authority (public agency), its name, form and subordinated to a cabinet member or a derived public persons and institutions that are subordinated to the officers the authority transferred. (5) a decision on the initiation of transformation of a capital company shall be published in the Official Gazette "Latvijas journal" and notify all known creditors of the Corporation. (6) in the fifth subparagraph of this article, the communication to the public, invite the unknown creditors lodge their claims within two months after publication of the notice. Claims claims appearing on the content, basis and amount of the claim and the supporting documents. (7) a public corporation of the person of unknown creditors, which have not been notified of its claims, the sixth part of this article in accordance with the procedure laid down, after the transformation of the Corporation (public agency) loses the right to require that the public entity shall fulfil the obligations. XXX nodaļaPublisk persons in the transformation of the Corporation (public agency) completion article 163. The Corporation's transformation of the body (public agency) (1) the identification of the creditor in accordance with article 162 of the law of the procedures laid down in the public people's Supreme decision-making body shall take a decision on the person's public transformation of the authority of the Corporation (public agency) determining: 1) on the body (public agency) to be the Corporation's business and the registration number; 2) to be authority (public agency), its name, form and subordinated to a cabinet member or a derived public persons and institutions that are subordinated to the Executive authority passed; 3) procedures for appointing authorities created (public agency); 4), to which the Board submits an application for removal from the register of companies of the Corporation; 5) date by which the Corporation stop from the commercial register. (2) the operator is excluded from the register of companies on the basis of the first paragraph of this article the Supreme decision-making body of a public person's decision. Turn off the date, the Corporation established the Supreme decision-making body of a public person's decision pursuant to the first subparagraph of paragraph 5. (3) the Board shall submit to the Authority an application for commercial corporation banned from the commercial register. The application shall be accompanied by the person of the Supreme decision-making body of a public decision. (4) a public person, transforming the Corporation for authority or public agency, all the property of a corporation over the created authority (public agency), unless the decision on conversion unless otherwise specified. Create authority (public agency) is transformed into a public person's rights and obligations of a capital company transferee. (5) the Authority (public agency) began working with the corporations from the commercial register. (6) the exclusion from the commercial register of the Corporation the power to terminate the Corporation's Board and Council members. (7) the Board and the members of the Council after the removal from the register of companies of the Corporation remains a public entity liability of damages according to article 51 of this law. 164. article. The newly created institutions (public agency) employees or civil servants (1) authorities (public agency) Manager two months after authorities (agencies) the beginning of the work in writing notify the employee (Officer) on the amendment of the employment contract, subject to State and local officials and employees of the institutions for statutory compensation. (2) if the employee after the first paragraph of this article in the notification does not agree with certain amendments in the contract of employment or a month does not respond, the head of the employee terminates the employment relationship. (3) the national regulatory authorities (State Agency) Manager two months after authorities (agencies) the beginning of the work is determined by a civil law procedure provided for in the civil service positions (the Agency) and the employee (Agency) takes the position that is designated as the official title, in writing of the change of the position status and warn him about labour relations and civil relations. (4) if the employee by referred to in the third subparagraph the notification does not agree to occupy the post of official or a month does not respond and the State Agency could not offer him another position, which is not an official position, or he does not agree to take up other posts proposed, the head of the employee terminates the employment relationship. The employee who consents to the receipt of the notification to occupy official posts and meet civil law article 7 minimum requirements set by officials and granted him the status of civil servants. Transitional provisions 1. With the entry into force of this law shall lapse by the law on State and local government owned capital shares and enterprises "(the Saeima of the Republic of Latvia and the Cabinet of Ministers rapporteur, 2002, No 21; 2003; 2004, nr. 15, no. 23; 2005, 2, no. 15; 2006, no. 24, no. 1; 2008; 2009, 2, 6, 9, 12, 14 no; Latvian journal, 2009, 136, 205. no; 13, 193, 194, 119. no; 2014, 75 no). 2. the Cabinet of Ministers: 1) up to 1 March 2015, the national regulatory authority, which shall perform the tasks of the coordination bodies (article 22 of this law, first paragraph); 2) up to 1 July 2015 manages rules: a) determines the order in which the candidates nominated by the Board and Council members of the Corporation in which the posts of the State as a member (shareholder) has the right to nominate board members, and Board members of corporations in the country, which has been created by the Council (article 31 of this law-tenth), (b)) determines the order in which this law are complied with the provisions of article 27 (article 27 of this law, the seventh part) , c) determines the order in which this law are complied with the provisions of article 28 (article 28 of this law, sixth paragraph), d) confirms the public standard of personal corporations statutes (article 46 of this law the second part), e) determines the Corporation Board, and the number of the members of the Council to determine the required size of the raksturojošo public performance (article 79 of this law in the first part of the third part of article 106, 114, the first part of the article), f) set the agenda in what is being sold as a result of the capitalization of the capital developed (article 145 of the Act in the third and fifth). 3. The Cabinet of Ministers by 2016 January 1 issued rules on the maximum monthly amount of remuneration of the Board and a member of the Council, taking into account the average amount of pay and social guarantees for the management of similar size (net change, balance sheet total, the number of employees) in the private sector corporation or, in certain cases, the industry in which the Corporation operates (article 79 of this law in the fourth part, article 112, paragraph 1, article 117, paragraph 1). 4. the transitional provisions provided for in paragraph 3, for the release of the Corporation's members (shareholders) meeting or Council shall determine the remuneration of the month Board members in applying the Cabinet 30 March 2010 the rules of no 311 "Rules on State or municipal corporation the number of members of the Board, Council and Board members, shareholders and representatives of employees responsible for remuneration". 5. Derived public people's Supreme decision-making body until 2015. September 1:1) determines the order in which the candidates nominated by the Board and Council members of the Corporation in which the derived public person as a member (shareholder) has the right to nominate board members, and Board members of public person derived a corporation that was created by the Council (article 37 of this law, first paragraph); 2) the procedure for the determination of dividends payable profit corporation in which derived public person's decisive influence (article 35 of this law, first paragraph). 6. the steering body by 2015 November 1, developed and approved: 1) the participation of the country's overall strategic objective of setting guidelines (article 25 of this law the fifth); 2) Corporation in which the State has a crucial impact, performance evaluation methods (guidelines) (article 27 of this law, first paragraph); 3) disclosure guidelines state corporations and shareholders (article 29 of this law, the first paragraph (2)); 4) order in which the coordination body shall provide the information required to prepare the annual report on the State of public corporations and capital suspension parts (article 30 of this law, the third part); 5) medium-term business strategy development guidelines (article 57 of this law in a third part). 7. the transitional provisions in paragraph 6 of the 1, 2, 3, and 5. the documents prescribed in paragraph development, shareholders, the Corporation and the Executive Body may fulfil the tasks required by law without coordination institutions develop guidelines. 8. persons in a public corporation and private corporation to the public Council in may, starting with January 1, 2016, if it satisfies this law or in article 78.106 criteria. 9. the coordination body to 2015 September 1, draw up and submit to the Cabinet of Ministers and the Saeima the first centralised public review of State corporations and capital suspension parts for 2014. 10. in accordance with article 28 of this law of dividends the sum amount of revenue in 2016, the law on the medium-term budgetary framework for the forecast. 11. the highest authority of public persons in accordance with article 7 of this law up to 2016 January 1 shall decide on its direct participation in the Corporation. 12. the statutory part of the national capital authority conducting the disposal task performing public joint stock company "Privatization Agency" (hereinafter called the Agency) by the time the Cabinet will take a decision on the disposal of shares in the State requesting the institution and the Agency will be transferred its holding in the capital. 13. The State social insurance agency until 1 July 2015 shall transfer to the agency holding the State capital devolved State pension special budget up to the date of entry into force of the law and with the Cabinet's decision is sealed. The State social insurance agency in the statutory capital of the country and the disposal of the holder of the part of the requesting authorities to fulfil the tasks until the State shares are transferred to the Agency. The State social insurance agency during that period of the capital transferred, according to the Cabinet's May 9 2006, regulations no 366 "provisions on State pension special budget passed the capital part of the sales conditions and procedures". 14. public entity shall ensure that by 2015 November 1, public entities and public corporations in the private corporation, as well as a corporation in which the person is a public Corporation acquired all of the capital or voting shares: 1) and a member of the Council of the Board corresponds to the Cabinet of Ministers regulations issued in accordance with article 79 of this law, the first paragraph, the third subparagraph of article 106 and 114 in the first part of the article; 2) Statute meets a model statute designed and approved in accordance with article 46 of this law the second part. 15. by this Act to the date of entry into force of the word "national" or "local" inclusive or the municipal corporation of the company can be saved also after the entry into force of this law. 16. public entities part of the capital, the holder shall ensure that the persons of the public corporation of the Group concluded in the contract are terminated until 1 March 2015. 17. To this law, the date of entry into force of the contracts concluded with the members of the Management Board will remain in effect until the terms of the members of the Board expires. 18. Article 55 of this law apply, starting in 2015. The law shall enter into force on January 1, 2015. The Parliament adopted the law in 2014 on 16 October. The President a. Smith in Riga 2014 on October 31.