The Republic of Latvia Cabinet of Ministers Regulations No 388 Riga 2000 November 7 (pr. No 53, § 24) State joint stock company "latvenergo" Statute Issued in accordance with the Cabinet of Ministers of 14 law equipment article 1 General questions 1.1. public joint stock company "latvenergo" (hereinafter the company) is a corporation in which all shares owned by the State.
1.2. Company founded by transforming the State company "latvenergo" (a public company) in accordance with the law "on State and local government business transformation of incorporated companies". A public company registered in the companies register in 1991 on October 8. According to the Parliament on august 3, 2000, the amendments adopted in the energy law firm is not privatizējam.
1.3. The company's registration in the register of enterprises of the State company "latvenergo", as well as the privatizējam national joint stock company "latvenergo" rights, duties and obligations under treaties, agreements and other documents in the protocols, fully go public.
1.4. the sole shareholder of the company is public. State-owned shareholder is the Ministry of Economic Affairs (hereinafter referred to as a stock holder).
1.5. Name of the company in the national language — public joint stock company "latvenergo", short name-VAS "latvenergo". Other languages is to use the name of the company latvenergo.
1.6. location of society and legal address is Colonel Deer Street 12, Riga, LV-1230, Latvia.
2. the company's legal status, rights and obligations 2.1. the firm is a legal person.
2.2. the company has its own property, independent balance, accounts, seal, emblem, and other attributes of the form.
2.3. The company has the goods (services) sign and seal with company name and product (service) marks the image.
2.4. all companies invested in tangible things (movable and immovable property), intellectual property, securities and assets are the property of the company.
2.5. Community legislation and, in the cases provided for in these statutes can be put to use or sell its owned movable and immovable assets, to invest in their companies, as well as to enter into contracts for goods over-indebtedness, take on the other obligations and conclude other transactions in accordance with the Energy Act, the statutes and other legislation.
2.6. the company may in its own name to get the property and property rights and assume obligations, it may be a plaintiff and defendant in court and arbitration.
2.7. the company is responsible for its obligations with all its property which under the law can draw power.
2.8. the company shall not be responsible for national commitment and national is not responsible for the obligations of the company, except where the State as shareholder is responsible for the company's obligations to its investment in the company's share capital.
2.9. If the written consent of the shareholder, company law and in accordance with the procedure laid down in the statutes, can open and close down their companies, branches and representative offices, the property and financial resources to carry out their economic activities. The company is responsible for your business, affiliate and subsidiary liability with all their belongings. The company's subsidiaries and representations in foreign countries, if required by national law, may have legal personality.
2.10. Public companies, branches and representative offices works on behalf of the society, on the basis of the approved by the Executive Board and Council accepted rules (statutes), given the mandate of the President of the company.
2.11. the company provides with its related non-disclosure of sensitive information where it can be harmful to society, the society contracted accomplices in other companies or to the interests of the shareholders. The provision of such information is permitted only with the consent of the person concerned, as well as law and order in the cases.
The use of the confidential information and conservation procedures shall be governed by the general meeting of shareholders (the general meeting of shareholders) approved regulations.
2.12. the company can reorganize or liquidate only with the consent of the Cabinet.
2.13. Labour relations in society are governed by the labour law, but officials in labour relations, the law on joint stock companies "and these bylaws.
3. the purpose of the activities and transactions.
3.1. The company's business purpose is the public electricity and heat production, transmission, distribution and marketing to consumers.
3.2. the main activities of the company are: 3.2.1. electricity production and distribution (electricity transmission) (24.9), which includes: 126.96.36.199. electricity production;
188.8.131.52. heat production and marketing;
184.108.40.206. the transmission of electricity;
220.127.116.11. the distribution and sale of electricity;
18.104.22.168. electricity purchases;
22.214.171.124. electricity sales to consumers;
126.96.36.199. the transit of electricity;
3.2.2. installation of electrical installation (45.31);
3.2.3. the freight transport by cars (60.24);
3.2.4. the loading and unloading of cargo, storage facilities (39.2);
3.2.5. buildings, structures, or parts of the construction, civil construction (45.2);
3.2.6. inženiersistēm Assembly (45.3);
3.2.7. action in the field of architecture and design and related technical consultancy (74.2);
3.2.8. forestry and timber (02.01) (also pole production);
3.2.9. the automotive maintenance and repair (50.20);
3.2.10. scientific research work (73);
3.2.11 hotels (55.1);
3.2.12. telecommunications (64.2);
3.2.13. other not elsewhere classified (80.42) adult education;
3.2.14. commercial activities not elsewhere classified (74.84);
3.2.15. services not elsewhere classified (No 93.05).
3.3. the company may carry out any other economic activity that is not prohibited by law.
3.4. The company makes business, creating and using capital, according to the objectives set out in these statutes and activities. The company independently determines the production volume and structure, plan, and organize production as well as marketed production (electricity and heat).
3.5. the society for the protection of the interests of employees and social needs shall be closed in accordance with the collective bargaining laws and Council.
3.6. Public employees ' wage and incentive arrangements approved by the Governing Board of the general meeting of shareholders within the framework of the approved budget.
3.7. Credit for taking the needs of society in accordance with these terms of reference and rules of procedure of the Executive Board.
4. the company's share capital 4.1. Company registered capital is 130 million lats.
Company's share capital is 130 million lats.
4.2. the company's share capital consists in transforming the State company "latvenergo" stuff, including the stuff that same invested in other companies. This property is assessed in accordance with the law "on State and local government business transformation of incorporated companies".
4.3. the company's share capital may increase or decrease after the decision of the general meeting of shareholders in accordance with the procedure prescribed by law. Increase or reduction of capital, should be amended accordingly, and the statutes of the public company Board of the relevant amendments to the Statute shall be submitted for registration in the register of companies.
4.4. If the company's share capital is increased by modifying a part of the capital accumulated in the company on its share capital, share capital including the public portion of the property after a year of the balance sheet or the emergency approval of the balance sheet exceeds the amount of the share capital.
5. Public funds and other capital in reserve capital 5.1. Public: 5.1.1 is created, increased or reduced in scale by the general meeting of shareholders and agenda. Funds deposited into it, so that at any moment it could smoothly realize;
5.1.2. move on to the next financial year.
5.2. the company may also create other capital in the shareholders ' general meeting is prescribed.
6. Shares 6.1 the company omits ordinary shares in legislation and in accordance with the procedure laid down in these statutes, and timeless. All the shares are registered and owned by the State securities.
6.2. All shares are registered in the register of shareholders.
6.3. the company, all of the shares of the same category have the same face value.
7. Bonds 7.1. Company may skip the bonds with the consent of the Cabinet.
8. The public authorities shall make Public its 8.1 action on property and financial resources according to the rules, which were approved by the shareholders ' general meeting, matching with the stock holder.
8.2. the governing bodies of the company is the general meeting of shareholders, the Board and the Management Board.
9. the Governors 9.1. General meeting of Shareholders consists of three Governors.
9.2. the holder of the shares, appointing the proxy shall be concluded with them written authorisation. With each agent a sealed contract authority one copy kept in the register of companies.
9.3. the Governors comply with their obligations under the treaties and the mandate of these statutes.
10. the general meeting of shareholders the general meeting of shareholders 10.1 is the supreme governing body of the society.
10.2. the general meeting of shareholders shall be convened by the Management Board of the location where the Board does not set a different location.
10.3. the regular and extraordinary convened general meeting of shareholders.
10.4. the Management Board shall each year, not later than seven months after the financial year end shall convene an ordinary general meeting of shareholders.
10.5. If the Board is not an ordinary general meeting of shareholders has this paragraph 10.4 of the Statute on time, following one or more of the Governors may be convened at the request of the Council, sworn auditor, register of companies, public notary or liquidator, the option holder, as well as their own Governors.
Register notaries public shall convene a general meeting and found only if it is not done by the Executive Board, Council, sworn auditor, trustee or the holder of shares.
10.6. the extraordinary general meeting of shareholders shall be convened by the Management Board on his own initiative or when requested in writing by the Council, certified auditor, trustee or the holder of the shares. The request must indicate the reasons for calling the general meeting and agenda. The request shall be submitted to the Executive Board and the Council of the society and shall inform the certified auditor.
If required, convene an extraordinary general meeting of shareholders may, on notice to the Management Board, the Council and the sworn auditor.
10.7. the extraordinary general meeting to the Management Board shall be convened not later than one month and not more than seven days (a week) of receipt of the request or the date of the decision. If the company's Board a month without calling an extraordinary general meeting of shareholders, it shall be convened by the Statute in 10.5.
The extraordinary general meeting may be convened, in this case, the same institution that requested the meeting be convened, unless the general meeting shall be convened by the same trustee or the holder of the shares.
10.8. If, after the public balance sheet it turns out that a company's equity equals two-thirds or less than two-thirds of the paid share capital, or where the Board finds that the company has become insolvent, the Governing Board shall, not later than one month shall convene an extraordinary general meeting to decide on the future performance of the company or its liquidation. If the Assembly does not convene the Board, then it is called a 10.5 in these statutes.
10.9. With the convening of general meetings of shareholders the expenses borne by the company itself.
10.10. the general meeting of shareholders Only have the right to: examine the Council and 10.10.1. Board report and approve the company's annual report;
10.10.2. release from liability of the members of the Board or to propose to call them to account for the transaction in the past year;
10.10.3. split last year's profit, determine the dividends to be placed in the national budget, and in agreement with the holder of the shares, approve Board proposals submitted for the use of the capital of the company under these terms of reference;
10.10.4. endorse the action plan drawn up by the Board of the company's annual budget and changes, as well as in the budgeted amount (absolute numbers or as a percentage) that is consumed and the Board on the remuneration of the members of the Council;
10.10.5. elect and release from Office the President of the company, who is also Chairman of the Board, the company's Vice President, who is also Board members, certified auditor or audit firm, and as well as to decide on the request and complaint brought against them or termination;
10.10.6. in accordance with the law, approve and amend the rules of procedure of the Executive Board, as well as sworn auditors and liquidators for instructions;
10.10.7. determine the society's President, who is also Chairman of the Board, Vice President of the company, who are also members of the Management Board, the Secretary of the Management Board, the members of the Council, by the general meeting of shareholders, the Council established the Commission and sworn auditors ' remuneration;
10.10.8. to elect the Permanent Commission of the evaluation, the increase in the value of property or for the detection of reduction, as well as to confirm that the assessment of the Commission;
10.10.9. to elect the permanent or temporary Commission to clarify certain questions or controlling;
10.10.10. amendments to the statutes of the society, to increase and reduce the company's share capital;
10.10.11. to decide other this point unforeseen economic and governance issues, if requested by the Board or shareholders, if the general meeting of shareholders of the examination provided for by law or if the consideration exceeds the competence of other public institutions.
10.11. the general meeting of shareholders by the Governors can only participate personally. They cannot entrust his duties to another trustee or any other person. Can the single shareholder mandate to ask another person to represent the interests of the State in society, if the appointed governors of illness or for any other reason unable to perform it.
10.12. no voting rights at the general meeting of shareholders has the right to participate in Board and Council members, as well as the liquidator sworn auditors.
10.13. the general meeting of shareholders for each trustee shall have one vote.
10.14. Notice of the convening of the general meeting of shareholders the Board by registered letter (or by other means) sent to the Governors, Council members, sworn auditors and shareholders for at least seven days (a week) before the date of the general meeting.
10.15. the notice of extraordinary shareholders ' general meeting is convened, the Management Board shall deliver or send to the Governors, Council members, sworn auditors and representative of the holder of the shares at least five working days before the general meeting.
These statutes (de) agea. 10.14 and 10.15. the notices referred to in paragraph indicates the general meeting location, time and agenda, as well as draft decisions and other necessary details.
10.17. If the general meeting of shareholders designed to consider proposals for amendment of the articles of Association, the general meeting the draft decision specifies which points to the Statute proposed to amend, cancel, or be declared unenforceable, as well as new versions of the amended paragraph.
10.18. The general meeting of shareholders's agenda items to establish the institution proposes to convene a general meeting.
The proxy shall have the right, within three days of receipt of the request in writing to the institution that proposes to convene a general meeting, any issue into the agenda of the general meeting of shareholders.
If the extraordinary is convened general meeting of shareholders, the trustee has the right to request to discuss agenda items not listed in accordance with this Statute and paragraph 10.20.10.21.
favoured areas. The general meeting of shareholders may discuss and take decisions only on the agenda matters specified in the notice of the convening of and included in the agenda of the general meeting, with the exception of these statutes and in paragraph 10.20.10.21 expected cases.
10.20. If the general meeting of shareholders in all Governors, it's considered legitimate regardless of the time and type. The shareholders ' general meeting may also discuss agenda items not listed, if it agrees with all the Governors.
10.21. If the general meeting of shareholders is convened pursuant to those statutes, and if it participates in all the Governors, the general meeting may be removed from Office and elect Board members for new, even if this issue is not on the agenda for the general meeting.
10.22. The shareholders ' general meeting is valid if it contains at least two Governors.
10.23. The general meeting shall take decisions by a simple majority. Proposals for modification of the objectives of the company and a merger with other companies and public clearance is valid if all members vote on it by the Governors.
10.24. If the general meeting of shareholders shall be convened by the Executive Board, the general meeting or the Board found Deputy Chairman of the Board. If the Assembly shall convene a general meeting of share holders, found its authorised person.
10.25. General meeting minutes and the duration of the proxy votes of the general meeting the number recommended and discovering the Governors approved person.
10.26. voting at the general meeting of shareholders to the public, except where the secret ballot requires at least one of the Trustees present.
10.27. The Management Board shall, at the request of the Governors of the economic situation of the company to the extent that this is necessary for the relevant item on the agenda for consideration. The Board may refuse to supply such information only where its disclosure could cause damage to the public or its contract partner. Disputes addressed shareholders ' general meeting.
10.28. The general meeting of shareholders of progress is recorded.
Protokolēj the decisions of the general meeting, is indicated with a number of votes the decision adopted.
If a trustee's thoughts differ, record it in the minutes.
The General Manager is responsible for ensuring that the records of the meeting reflected in the Protocol, made judgments and decisions.
The minutes shall be signed by the head of the general meeting of shareholders, protokolist and everyone in the room by the Governors. The signatures are certified by the stamp of the company.
10.29. the decision of the general meeting of shareholders the opposition and cancellation in accordance with the law "on joint stock companies" article 63 and 64 and the law "on State and local government business transformation of incorporated companies" article 28.
11. the Council 11.1. Board members shall be elected by the general meeting, after coordination with the shareholder of not more than three years. The President of the Council is also a member of the Council.
11.2. the nine elected members of the Council.
11.3. the President of the Council, on a proposal by a shareholder shall elect the members of the Council from among its members. The members of the Council shall elect from among its members one or more Vice-Chairmen of the Council.
Deputy Chairman of the Council shall carry out the duties of the President of the Council, if the Council President's prolonged absence (e.g. illness, a business trip, leave) or on behalf of the Chairman.
11.4. Any person may be a Council Member for more than six shares of the company.
11.5. A member of the Council may not delegate his duties to another person.
11.6. Members of the Board may be removed from Office by the general meeting of the shareholders of the reconciliation legislation.
7.3. Of all the changes in the composition of the Board the Board shall notify the Registrar of companies the law "on joint stock companies". The changes came into effect with the moment of registration in the register of companies.
7.3. Members of the Council and the Commission to set up the Council members for their performance of the duties imposed on the general meeting of shareholders determines the remuneration laid down in the Council budget.
Council staff's remuneration shall be determined by the Council within its approved budget, but contracts with Council staff operating the switch, the President of the society in accordance with the Council decision.
7.4. Shares of the company are: the Council 11.9.1. constantly to control and monitor the work of the Governing Board of public affairs to be sorted according to the laws and statutes of the company, as well as the decision of the general meeting of shareholders;
11.9.2. accept public three, six and nine months financial statement;
11.9.3. check public budget submitted to the Executive Board, as well as amendments to it;
11.9.4. checking the company's annual report and to approve the Board's proposal for distribution of profits. The Council does not have to examine the records in the accounting records and supporting documents, if the audit is done by sworn auditors;
11.9.5. to represent the Court in all public companies brought requirements against the Board members, as well as the requirements of Board brought against the society;
11.9.6. assessing activities and report of the Board, as well as proposals to improve the functioning of society;
11.9.7. consider any matter which is within the competence of the general meeting of shareholders or by the Board members, it is proposed to the general meeting of shareholders to discuss and give its opinion on them;
11.9.8. to inform the Board of Governors, and shares about the decisions of the Council.
11.10. The Council shall not have the right to decide issues that are within the competence of the Board.
In consideration of important issues to the Board required the consent of the Council. On important issues considered: businesses, off. purchase, sale, lease, or dissolution pursuant to law and the energy conditions of article 20 20.1;
11.10.2. representation and opening and closing of branches;
11.10.3. affiliates, the company and the representation of the Statute (the Statute) and the approval of the amendments;
11.10.4. real property purchase, selling or burdening with debt (mortgage) if the real property concerned, exceed 100000 dollars, adhering to the law and the energy conditions of article 20 20.1. If you sold or encumbered with debt (pledged) grid important object, the consent of the Council must be received irrespective of the property or the transaction value;
11.10.5. real property leases, if the rental object is a whole plant, as well as the grid important object leasing pursuant to law and the energy conditions of article 20 20.1;
11.10.6. new fields laid down in the statutes, the appropriate transaction types started and the termination of existing activities;
11.10.7. General operating principle;
11.10.8. the loan contract that exceeds the amount specified in the rules of procedure of the Board;
11.10.9. the closing of transactions exceeding the amount specified in the rules of procedure of the Board;
11.10.10. acquisition of holding in other companies, they increase, reduction or termination of participation;
11.10.11. capital increase that exceeds the amount specified by the general meeting of shareholders;
11.10.12. the public posting of the Governors in other societies;
11.10.13. insurance risk issues.
11.11. The Council shall have the right at any time to request a review of the Board of the company.
11.12. The Board may inspect the records and documents of the company, as well as what, securities and other property.
The Council may entrust any Board member or ask a question outside of certain clearance of personnel, establishing the verification arrangements.
11.13. The Council has the right to examine any question relating to the activities and their competence to take appropriate decisions.
11.14. the Council may ask the Board to convene a general meeting of shareholders, if the public interest so requires.
11.15. The Council shall be convened by the President of the Council, as necessary but not less frequently than once a month.
11.16. Each member of the Council and the Governing Board shall have the right to request the convening of the meeting of the Council, indicating they need and purpose.
If the President of the Council this request two weeks does not comply, the convening of the meeting proposer is right, explaining the circumstances of the case, to convene a meeting of the Council.
11.17. the Council are valid if they participate in the hearing not less than half of the Board members, including the President of the Council or his or her Deputy, if he performs the duties of the President.
Each Member of the Council sessions of the Council shall have one vote.
11.18. the Council shall adopt decisions by simple present Council members. Votes by a casting is the President of the Council (or Deputy if he performs the duties of the President). If the Council does not agree with the decision of the Council and vote against it, he is not responsible for the decisions taken. This Council Member's thoughts at his request, be entered in the Council minutes of the hearing.
11.19. Council meeting Protocol signed by all present members of the Council.
8.19. the minutes of the meeting of the Council of each of the members of the Council vote on every issue.
11.21. If public interest collide with a Council Member, his spouse, relative or brother-in-law interest (counting up to the third degree of kinship and affinity to the second degree), the question shall be determined by a Council meeting in which the Board Member concerned shall not participate in, and to record the minutes of the Council. The Council members who violates these rules, respectively responsible for the damage caused to the public.
11.22. The Council shall not have the power to intervene directly in the economic activity of the company, except in the cases specified in these statutes.
11.23. the Council submits to the general meeting of shareholders, a report assessing the functioning of society and of the Executive Board, as well as to make proposals for improving the functioning of society.
12. the company's management board 12.1. Company run by an administrative board. The Board works on the general meeting of shareholders approved the rules of procedure of the Board and perform their functions under the supervision of the Council.
12.2. the Executive Board manages the company and is responsible for the company's business operations, as well as the laws and regulations according to the accounts.
12.3. the Governing Board shall manage the company's assets and its capital are handled according to the laws and regulations of these statutes, the rules of procedure of the Executive Board, as well as the shareholders ' meetings.
12.4. the Governing Board shall represent the company in matters in which the public are not represented in the Governing Council.
12.5. the Governing Board shall be composed of the Board Chairman, who is also President of the society, and two members of the Board who is also a Vice-President of the society. Company Vice President who is responsible for the company's finances, is also Deputy Chairman of the Management Board of the company.
At least half of the Board members must be Latvian citizens or permanent residents who have resided in Latvia not less than twenty one years.
12.6. General meeting of Shareholders shall elect the Vice-Presidents of the company recommended the President nominations for three years with the right after the end of that period were elected.
Contracts of employment with the Board and other Board members on the Board's term of Office the President of the Council closed.
12.7. Of all the changes in the composition of the Management Board, as well as the members of the Management Board and the Executive Director of the Board of signatures and report to the Registrar of companies. The changes are in force with the moment of registration in the register of companies.
12.8. The general meeting of shareholders of the company in the current year's budget in absolute terms or as a percentage determined by the amount of consumed the emoluments of the members of the Board.
12.9. the Management Board shall organise the public expenditure budget. The public budget is approved every year by the general meeting of shareholders. The general meeting shall decide on the amount of the Board in special cases may exceed the budget, moreover, the Board is responsible for the eligibility of such expenditure.
12.10. the company's operational management, the Governing Board may elect (of Board members or other persons) one or more of the Chief Executive. The Board is responsible for executive action.
12.11. the Governing Board shall determine the rights and duties of the Executive Director, the remuneration and other conditions as it considers appropriate to include in a contract with the Executive Director. Employment contract with the Executive Directors of the company, President of the switch.
12.12. the company shall be elected by the Board of Directors at the proposal of the President of the company. Society affiliates and subsidiary executives hired under employment law.
Employment contract with the company, the directors of branches and representation offices closed society President. The contract defines the rights, duties of Directors, remuneration and deadlines.
12.13. Executive Board members a month from election day should be communicated to the Council in which other businesses or companies they work for, what companies they owned or their spouses, relatives or cohabit (counting up to the third degree of kinship and affinity to the second degree), a company of them, or their spouses, relatives or cohabit (counting up to the third degree of kinship and affinity to the second degree) own shares (shares, share , a company of joint stock) and they are the Council, Board or other governing body members.
12.14. If public interest is contrary to the Board members, their spouses, relatives or brother-in-law of interest (counting up to the third degree of kinship and affinity to the second degree), the question shall be determined by the Board meeting in which the Board Member concerned shall not participate in, and to record the minutes of the hearing of the Board. Board members who violates these rules, responsible for the damage caused to the public.
12.15. If the Board does not comply with the statutes, the company can request compensation for damage suffered. In this case the dispute settled in court.
12.16. The Board meets as required, but not less than twice a month.
Board meeting shall be convened by the Chairman of the Board. On behalf of the Chairman of the management board or, if the Chairman of the Board is a prolonged absence (e.g. illness, vacation, business travel), the meeting shall be convened by the Deputy Chairman of the Board.
12.17. Board meeting is valid if it contains at least two Board members, including Chairman of the Board, or in his absence, the Deputy Chairman of the Board.
12.18. Each Member shall have one vote.
12.19. the Governing Board shall adopt decisions by simple majority.
If the Board does not agree with the decision of the Board and vote against them, that the members of the Board thought the record at his request the minutes of the hearing of the Board.
The minutes of the hearing of the Board indicate that Board members have voted against a particular decision or prevented.
The minutes of the proceedings of the Board signed by all the members of the Executive Board members present.
12.20. the Executive Director, if they are not members of the Board, the Board meeting is the Advisory rights.
12.21. Council members in the meetings of the Management Board may participate, without the right to vote.
12.22. Management Board in relation to the public must comply with all statutory regulations, as well as the general meeting of shareholders adopted rules, particularly those that restrict the right of action of the Board.
12.23. With respect to third parties in the action of the Board limits can not be based on the recognition of transactions and void if these restrictions are not registered in the register of enterprises, in particular, if the Board had authority to enter into certain transactions or act only under certain circumstances, a specific time or place, or if certain transactions was required of the Council or of the general meeting of shareholders.
1.13. the Management Board shall submit a quarterly written report on its activities to the Council at the end of the year, the general meeting of shareholders. The report shall include the business and public administration and the most important conception, including news on board credits, taken on the profitability of companies and securities.
the general meeting of shareholders is 12.25. can any time suspended Board members from the duty entrusted to him or cancel from the members of the Board.
12.26. The Council has the right to impeach any time Board member of the duties entrusted to him, if he had done significant irregularities or don't post or executable work. The Council shall appoint the members of the Management Board at acting. The decision on the abolition of the Board members or the renewal of the adopt a rolling or extraordinary general meeting. If the Management Board renewed the previous post, he is entitled in law to require payment for the work of forced absence.
12.27. Member of the Board may at any time submit a request to release him from the duties assigned. In this case, the question of the abolition of the members of the Management Board from Office and release of liability shall be decided in the near, where the general meeting of shareholders shall elect a new Board member.
12.28. A Board Member may not be employees of the company or other companies, State or local government institution, organization or institution.
12.29. Board member performs his duties in accordance with the law, these terms of reference and rules of procedure of the Executive Board. If the President or a Vice-President of the public acts of illegal or abusive, violating its mandate or does not comply with the law, these terms of reference, Council or decisions of the general meeting of shareholders, they shall be jointly and severally liable for the full amount of all his property for the damage done to the company, its shareholders or creditors.
12.30. the Management Board shall, within one month of the date of registration of the company in developing its rules of procedure, to be approved by the general meeting of shareholders.
13. the President of the society, society President 13.1. and his Deputy, Vice President-elect of the public post and stripped of its general meeting of shareholders. The President's prolonged absence (e.g. illness, vacation, business travel), his functions shall be the Vice President, who is responsible for the company's finances.
13.2. The President and Vice-President shall be elected for three years by law after the end of that period were elected.
13.3. the company's President, who is also Chairman of the Board, chaired by the Executive Board and operational run corporations, with the following functions: 13.3.1. submit to the general meeting of shareholders for the election of the Vice President nomination;
13.3.2. shall submit to the Management Board for approval, proposals for the structure, number of employees and categories, as well as the Executive Director and Business Director nomination;
13.3.3. decide independently under contract and/or Board delegated matters relating to the activities of the society;
13.3.4. represents the public interest in State and local government authorities, law enforcement bodies, enterprises and companies;
13.3.5. Act on public property and funds in accordance with the Executive Board and the decisions of the Council and of the general meeting of shareholders in accordance with the approved budget;
13.3.6. signing contracts in the public interest or the rights delegated to other officials in accordance with the rules of procedure of the Board;
13.3.7. authorize others to make public employees with the company's business-related tasks;
13.3.8. open settlement accounts with the bank and other accounts;
13.3.9. issued orders and instructions, which are mandatory for all public employees (instructions can be given orally);
13.3.10. responsible for a host of duties, according to the laws and requirements of fire protection, explosion, labor, health and environmental protection;
13.3.11. recruiting and dismissal of public employees or delegates this power to the heads of the departments of the company in accordance with this Statute; 13.3.12
13.3.12. determines the unit managers competence;
13.3.13. consists of the administration of izpildaparāt — — the shareholders meetings and the decision of the Board of Directors to ensure compliance and the Organization of the Board members and approved by the shareholders ' general meeting is set out in the budget;
13.3.14. other action provided for in the rules of procedure of the Board.
13.4. contracts, transactions and other agreements signed on behalf of the society President (or in his absence, the Vice President, who is responsible for public finances) and one Board member.
13.5. the company's affiliate managers affiliate economic activity are eligible to sign contracts, authorizations and other documents on behalf of the public only given the mandate of the President of the company and competence.
8.5. Other documents signed on behalf of the company President or Vice President, operational management of the company appointed directors or heads of public departments within their competence.
The power to sign the company's President, but in his absence, the Vice President, who is responsible for the company's finances. Bank documents in accordance with the laws and regulations of the Board signed by authorized personnel.
8.5. the company shall inform the President of the Council for each important aspect of the activities.
14. the annual report of the Society arrange 14.1 accounting and statistical records, as well as draw up, submit and publish an annual report in accordance with the law "on accounting" and "law" Of the annual accounts ".
14.2. The accounting of sorts to accounting matters qualified third person can get a clear view of the company's financial situation, its economic transactions during a given period, as well as to establish at the beginning of each financial transaction and track its progress.
14.3. the company provides Accounting revenue and expenditure over the period of confinement.
14.4. the company documents are sorted in the national language. If economic transactions in participating in foreign legal or natural person, then, by agreement between the parties, you can also use another person and sworn auditors acceptable language. Accounting records may be made to any entries that are not supported by source documents.
14.5. the accounting year of the company covers the twelve months from 1 January to 31 December. Society for each of these periods is drawn up.
14.6. the annual accounts shall consist of a balance sheet, the profit and loss statement, cash flow statement and report, annex.
14.7. Annual accounts must give a true and fair view of the company's assets, liabilities, financial position and profit or loss. The company's annual report shall be signed by the Chairman of the Board (President of the society).
14.8. Report submitted together with the annual report, information on the use of public reserve in the year Council and Board members name and job title, as well as messages for other businesses and companies these persons are employed, what companies they owned and some companies they own shares in companies they have or any Council or members of the Management Board. This information is also provided for those persons who are concerned in the year positions left.
9.3. the company's annual report to the general meeting of shareholders is to be postponed, if the general meeting of shareholders shall decide by a simple majority, or at the request of not less than one-third of the Governors.
14.10. If consideration of the annual report of the Trustees of the deferred proposal by the minority, the next general meeting of shareholders, which shall approve the annual report, a minority of Trustees may require the approval of the annual report to be postponed only if new circumstances arose against the approval of the annual report.
14.11. the Governing Board shall promptly provide to each trustee at his request, of the balance sheet, profit and loss statements and sworn copy of the auditor's opinion, besides the Governor such a request may be submitted not earlier than fourteen days before the convening of the general meeting of shareholders.
14.12. the company's long term investment revaluation is permissible only if it changes the value of the shareholders ' general meeting established standing created the Commission for the assessment of the property.
14.13. Property Evaluation Commission approval is not required where: 14.13.1. long-term investments to be written off depreciation;
14.13.2. changing the value of the securities quoted on the stock exchange, or any other officially recognized securities market;
14.13.3. changes in foreign currency estimated long-term investment value, depending on the currency exchange.
14.14. After approval of the annual report of the general meeting of shareholders shall decide on the company's net profits, with the use of share holder.
14.15. General meeting of Shareholders, in agreement with the holder of the shares, the net profit is determined that should include the company's kapitālo or reserves, as well as the size of the dividends paid, subject to the requirements of the law.
14.16. Dividend is credited to the State budget law.
14.17. the company may pay the money to the shareholders only if the dividend is paid, reduced share capital, as well as where the company being wound up. All other costs for the shareholders is illegal.
14.18. not later than one month after the approval of the annual report and not later than seven months after the end of the accounting year, the company sent to the State revenue service Authority (at company locations), Central Statistics Administration and shareholder tested and approved copy of the annual accounts, reports and certified auditor opinion.
14.19. the company publishes a balance sheet and a profit and loss account, for the State revenue service and in accordance with the procedure prescribed in the specified publication.
15. The activities of monitoring and audit activities 15.1 sworn auditor controls and/or auditing firm, the general meeting of shareholders or of the Council set up permanent or temporary commissions in certain matters, as well as the authorised State institutions.
15.2. Juries and/or audit firms of Auditors each year, elected by the general meeting of shareholders in the current. The jury's auditors or audit firms and/or firm checks during the year and running until the next general meeting of shareholders.
15.3. For sworn auditors can be persons who have sworn auditor's rights under the law on Certified Auditors ".
15.4. For sworn auditors can elect only such persons with the company have no business relationships that don't work in the public or companies where the company is a member, and which is not in the public or the Council or members of the Management Board, which is a member of the public. Former Council and Board members may not be appointed as sworn auditors, three years after the withdrawal from the Board.
15.5. For sworn public auditors may not be the person with the company's Management Board is a family relations to the third degree and affinity relations up to the second degree.
15.6. The company's sworn auditors can be minor, which is Latvia's citizens or permanent residents who have lived in Latvia for not less than twenty one years.
15.7. The contract with the jury elected Auditors and audit firms, the public or closed.
15.8. the company shall provide the Board of Auditors for the examination jury and/or audit of the annual report and the report immediately after dialing and no later than a month before the regular general meeting of shareholders. The Executive Board shall notify the jury and/or audit firm of Auditors that the company's annual report has been prepared, the register concluded and documents available for inspection.
15.9. sworn auditors and audit firms, or has the right to view and audit of public property to check the company and accounting logs, records and documents, as well as the justification for resources and, in particular, as well as securities and the balance of production.
15.10. sworn auditors and audit firms shall have the right, or at any time to carry out control and inspection activities, as well as invite experts and professionals, for invited individuals reporting to the Management Board and to the Council. Sworn auditors and/or audit firm shall determine the remuneration of the invitees, previously with the Board.
15.11. sworn auditors and/or audit firms may request of public employees messages and explanations necessary for the test. If necessary, the following information may also be requested prior to the receipt of the annual report.
15.12. sworn auditors and audit firms, or may request information from third parties which carried out transactions on behalf of the public. To receive the information from third parties require a commercial register.
15.13. sworn auditors and/or audit firms shall report to the Council and the Assembly on the Board and it exposed in the work of the departments identified shortcomings and violations.
15.14. sworn auditors or audit firms and seven days before the general meeting of shareholders shall submit to the Executive Board a report on the annual report of the test results. The report, together with the Board of the general meeting of shareholders read review.
15.15. sworn auditors work according to the law. They charge the public and third parties for damages resulting from their errors. Sworn auditors responsible for the Board and its subordinate departments, except where they have known about these violations, but not informed the general meeting of shareholders or the Board.
16. reorganization and liquidation of the company 16.1. The company may terminate your operation at the same time with its liquidation in such cases: 16.1.1. Under Cabinet of Ministers decision;
16.1.2. in accordance with the law on the insolvency of undertakings and companies ";
16.1.3. in accordance with the Court ruling.
If the company bankrupt, it removed, pursuant to the law "on corporate insolvency and companies" and energy law.
16.2. If the company is reorganized, split or merged, its operation shall be terminated in accordance with the law "On business", the law "On joint stock companies", the Energy Act and other legislation.
16.3. the company ceases its activities once it is deleted from the commercial register.
Prime Minister a. SMITH Minister of Economy a. Halloween