baltic institute of corporate governance

A CorporateGovernanceInitiative

A Corporate Governance Initiative

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Baltic Institute of Corporate GovernanceA non-profit corporate governance initiative

Advances the Corporate Governance agenda in the Baltic states

Educates and certify Professional Board Members in the Baltic states

Provides guidance on Corporate Governance for small, medium-size and large companies in the Baltic’s

Seeks to improve the understanding of good Corporate Governance and the value of adhering to established corporate governance principles

A Corporate Governance InitiativeA Corporate Governance Initiative

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Initiators

Executive Committee

Initiators

Executive Committee

CHAIRMANArminta

Saladziene

NasdaqOMXVilnius,

President

LinasDicpetris

Ernst &Young,Partner

PauliusGruodis

GlimstedtLaw firm,Associatepartner

CarlBerneheim

SwedishChamber ofCommerce,Chairman

PetrasBarsauskas

ISMUniversity,

VP

UgniusJankauskas

VersloZinios,

Deputy CEO

Kristian KaasMortensen

4kkm SalesConsulting,

Owner


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Corporate Governance Board

Value of Corporate GovernanceCorporate Governance ensures that companies are run as efficiently as possible in the interests of their shareholders/owners. This in turn promotes greater confidence in the companies on the capital markets and creates better conditions for the supply of risk capital. The goal of the Institute is to make Corporate Governance understandable and easy to implement. The main values for a company in adhering to Corporate Governance principles are: • Easier access to capital and lower capital costs • Favorable bank lending as a result of greater transparency and confidence • Greater financial sector stability • Faster corporate sector growth and job creation • Protection for all investors, including pension beneficiaries • Capital and financial market development Good corporate governance practices lead to better companies and, in turn, better societies.

Corporate Governance Board

CHAIRMAN EE Members LV Members LT Members

Arminta Saladziene

ChairmanExecutiveCommittee

Antanas Juozas Zabulis,

President, UAB Omnitel

Rolandas Barysas, CEO & Editor in chief,

Verslo Zinios

Prof. Viktoras ButkusChairman of the Board

Fermentas International Inc.

Ian PlenderleithCEO of Tallinna Vesi

Veiko SeppEricsson country

manager Estonia, Latvia, Lithuania

Ieva Plaude-Roehlinger Chairperson of Board,

Kolonna

Heldur MeeritsCouncil member

at LHV Pank

Eesti Päevaleht/Rene Suurkaev


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Corporate Governance overview

Rights andequitable

treatment of shareholders

Disclosureand

transparency

Interests ofother

stakeholders

Integrityand

ethicalbehavior

Role andresponsibilities

of theboard

Board

Shareholders

management


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Executive Education as a Professional Board MemberThe demand for supervisory boards and professionally educated board members in Baltic companies is increasing. Baltic Institute of Corporate Governance offers senior executives and company owners an Executive Education as a Professional Board Member. Graduating from the Institutes executive education will help you to serve professionally on boards in all 3 Baltic states. This executive education consists of 3 sessions, that will focus on practical workshops and finishes with a written examination. • First session, Druskininkai, SPA Vilnius Conference Centre, Nov 6 / 7• Second session, Druskininkai, SPA Vilnius Conference Centre, Nov 13 / 14• Third session, Vilnius, Radisson SAS Astoria, Nov 27 / 28 Education fee: 2000 € plus VAT. Travel to the venues are not included. One night in single room in Druskininkai is included for session 1 and 2. For Session 3 no accomodation is included.

Register on www. corporategovernance.ee www. corporategovernance.lv www. corporategovernance.lt


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Executive Education Program 2009

First session, Druskininkai, SPA Vilnius Conference Centre, Nov 6/7, 2009

1. Corporate Governance role in Baltic business With international Corporate Governance experts, Raoul Hasselgren, Olli Virtanen and Sven Unger, we will get a deep and detailed introduction to Corporate Governance, we will also work in actual Board Meetings in our company “Or-ganica Futura”

Friday13.00 Welcome, introductions and expectations (Kristian Kaas Mortensen) 13.30 What does it mean to be a Board member (Raoul Hasselgren/Kristian Kaas Mortensen) 14.50 Coffee break & Discussions 15.10 Integrated System of Governance, Risk, Control, Audit (Ernsy & Young, Linas Dicpetris and Jonas Akelis) 16.30 Corporate Governance Structure in the Baltic’s (Ilmar Straus, Glimstedt Estonia) 17.30 The Boards role in corporate image and media (Olli Virtanen) 19.00 Dinner 20.30 Board Meeting in “Organica Futura” One Founder Outlines His Reservations About Corporate Governance (Raoul Hasselgren / Kristian Kaas Mortensen)

Saturday08.30 The Boards Role in Strategic Planning (Raoul Hasselgren)09.30 Corporate Governance in general and in Sweden (Sven Unger)10.30 Coffee Break11.00 Follow up and Control in the Board room (Raoul Hasselgren)12.00 Networking lunch buffet13.00 The Boards Role in Mergers and Acquisitions (Raoul Hasselgren)14.30 Finish, Evaluation and preparation for next time (Kristian Kaas Mortensen)


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Second session, Druskininkai, SPA Vilnius Conference Centre, Nov 13/14, 2009

2. Corporate Governance role in crisis and international expansion We continue our work with Raoul Hasselgren, and add Flemming Lindeløv and Monty Åkesson with customizedcontent to match our “Organica Futura” Board Meetings.

Friday12.00 Networking lunch with questions from first session13.00 Code of Conduct and standards (Arminta Saladžienė)14.00 The Board at work (Raoul Hasselgren)15.00 Coffee break & Discussions15.15 Duties and Liabilities of Board Members (Gediminas Dominas, Glimstedt Lithuania)16.00 Board Meeting, Crisis Management (Raoul Hasselgren)17.00 Role of the Board in International expansion (Flemming Lindeløv)19.00 Dinner20.30 “Organica Futura” Meeting the Capital Fund (Flemming Lindeløv/Kristian Kaas Mortensen)

Saturday09.00 Raoul Hasselgren (How to compose a board, and succession)10.00 Board Meeting in “Organica Futura” Splitting CEO and Chairman Roles (Flemming Lindeløv / Kristian Kaas Mortensen)10.45 Coffee11.00 Experiences from a full time Independent non-executive board member (Flemming Lindeløv)12.00 Networking lunch13.00 Baltic & Global Corporate Governance; some reflections and hints (Monty Åkesson, Monty Åkesson AB)


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Third session, Vilnius, Radisson SAS Astorija, Nov 27/28, 2009

3. Graduating and using Corporate Governance We continue to work with practical workshops and experienced lectures. The session ends with a written exam and Di-ploma for the graduates. You will now be able to implement Corporate Governance in your own company.

Friday11.30 Arrival12.00 Networking lunch with HE Mr Simon Butt, Ambassador of the United Kingdom to Lithuania13.00 Removal of Board members and CEO’s (Raoul Hasselgren)14.00 CSR in the Board room (Ernst & Young, Linas Dicpetris)15.00 Coffee break & Discussions15.20 Board Evaluation (Raoul Hasselgren)17.00 BICG Board Member Examination 19.30 Graduation Dinner

Saturday (For Graduates)09.00 Difference of a private vs. public/listed company (Jens Spendrup – Chairman of Swedish Chamber of Commerce and CEO and major owner of Spendrups brewery)10.00 Board panel with Corporate Governance board10.50 Coffee Break11.10 Board panel, with Invited board members • Martynas Česnavičius • Nerijus Dagilis • Tomas Kucinskas 12.00 Networking lunch buffet13.00 Graduation ceremony with Prime Minister Andrius Kubilius15.00 Finish

Saturday (for CG Board)08.00 Board Meeting to discuss initial work structure and goals of the Corporate Governance board10.00 Board panel with Corporate Governance board10.50 Coffee Break11.10 Preperation for Press conference (with sanwiches)12.15 to 12.45 Press Conference13.00 Graduation ceremony with Prime Minister Andrius Kubilius15.00 Finish


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Mr. Raoul HasselgrenRaoul Hasselgren is a very experienced Senior Executive, he has been a professional board member in 70 national and international companies, both private and public. During his extensive management career he has worked as a CEO for companies such as Johnson & Johnson, Unilever and Nordiska kompaniet NK. Mr. Hasselgren is the main lecturer for the Stockholm Chambers of Commerce Board Member Education, and has educated more than 200 people as board members. Mr. Hasselgren has an MBA as well as a PhD.

Mr. Flemming LindeløvFlemming Lindeløv (PhD) holds an MSc in engineering from the Technical Univer-sity of Denmark. He has been the senior executive of a number of Denmark’s largest companies, including FDB, Tulip Meatpackers, Carlsberg and Royal Scandinavia. He gained substantial management experience over a period of 30 years from these positions and has been in charge of a number of successful acquisitions, mergers and rationalisation measures. Mr. Lindeløv is 60 years old. Mr. Lindeløv is a very experienced board member of large companies, he was for more than 10 years the Chairman of the Board of the global Pharmaceutical com-pany Lundbeck. He is currently a very active board member of key Danish and international compa-nies, among these he is the Chairman of the Board of Deltaq, a private equity fund. Mr. Lindeløv is currently member of the board of PARKEN Sport og Entertain-ment, Illums Bolighus and WEEE-System.


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Mr. Olli V. VirtanenOlli V. Virtanen, 55, is Secretary General of the Finnish Association of Professional Board Members (Hallitusammattilaiset ry), and Editor-in-Chief of the Board News magazine. He is also Board Member of the European Confederation of Directors’ Associations (ecoDa) and Member of the Private Sector Advisory Group of the Global Corporate Governance Forum, part of the IFC in Washington DC.

As management consultant Mr Virtanen has advised Finnish and international companies on investor relations and corporate governance issues for 20 years. He has co-written four books on these subjects, and lectures extensively in Finland, Europe and beyond. He is currently board member of two Finnish companies.

Prior to his career in corporate governance Mr Virtanen was a business journalist working for Kauppalehti (Finland’s leading business publication), for the Financial Times as Helsinki correspondent, and for the BBC in London.

Mr. Monty ÅkessonMonty Åkesson is a Swedish national with strong Baltic connections. Mr. Åkesson was for many years an Ernst & Young Partner in Sweden, Latvia and Lithuania. He is a member of the association of the Swedish Board of Directors. In addition to this he was the Founder, Chairman & board member of the Foreign Investors Council in Latvia, FICIL, 1999-2004. Since 2005 he has been non executive direc-tor of private companies in construction, real estate, and finance, marketing and shipping industries.

Mr. Sven UngerSven Unger is a partner of the Swedish law firm Mannheimer Swartling. He has practised business law as a member of the Swedish Bar Association since 1978. During 1992-1996 he was president of the Swedish Bar Association. He has written articles in various legal areas, for example “Special features of Swedish Corporate Governance”.

Mannheimer Swartling is the leading Nordic law firm, with presently 420 lawyers.

www. corporategovernance.eewww. corporategovernance.lvwww. corporategovernance.lt

2009

Why Corporate Governance ?• Corporate Governance can help to identify the winners that can grow the economy out of the crisis •

• Corporate Governance support companies in having another way of showing investors/lenders that they are the right investment object •

• Corporate Governance offers strong value to the Baltic business community •

baltic institute of corporate governance

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baltic companies