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Corporate Governance report
Consolidated annual report 2017
Corporate Governance report Inbank adheres to the Corporate Governance Code (hereinafter “Code”), a set of recommended guidelines adopted by the Financial Supervisory Authority. The Code is based on companies with a wide range of shareholders, therefore, Inbank applies the Code according to its specific characteristics. The following is an overview of the implementation of the Code and recommendations that Inbank does not complete, along with the explanations.
General meeting The general meeting of the shareholders is the highest governing body of Inbank. The competence of the General Meeting stems from the legislation. Each shareholder has the right to participate in the general meeting, to speak out at the general meeting on the topics presented on the agenda, to submit substantiated questions and make recommendations. The Inbank’s articles of association does not grant specific controlling or voting rights to different types of shares.
The general meeting is called by the Management Board. Ordinary general meeting are announced to the shareholders at least three weeks before the general meeting and the extraordinary general meeting at least one week before the general meeting. A notice from the general meeting shall be sent to the shareholders by registered letter to the address entered in the share register. The notice of the general meeting may also be sent by simple mail, electronically or by fax, if an acknowledgment of receipt of the obligation to return an acknowledgment of receipt has been attached to the letter or fax. Inbank also has the opportunity to make decisions without calling the general meeting. One ordinary and one extraordinary general meeting of the shareholders was held in 2017. Inbank does not comply with clause 1.1.1 of the Code, which recommends that the notice of convening a general meeting indicate the address at which the shareholder can submit his question on the subject of the agenda. Also, clause 1.2.2 of the Code is not complied
with, according to which at the convening of the general meeting reasons and explanations on subjects on the agenda, which are substantially amended, are presented. In practice, communication between Inbank and shareholders is carried out promptly and immediately, therefore, it is also ensured that the shareholders answer any questions and clarify the items on the agenda either directly to the shareholder or at the general meeting. Inbank does not comply with clauses 1.2.1, 1.2.3 and 1.2.4 of the Code recommending the disclosure of information related to the general meeting on the website, as the Inbank communicates efficiently by e-mail and all the information required is made available to all shareholders by e-mail. Additionally, the invitation to the general meeting is not published in a daily national newspaper due to the small circle of shareholders. Inbank complies with clause 1.2.2 (information provided to shareholders in Estonian) when appropriate. Information is provided primarily in English, since several shareholders are from foreign countries and local
shareholders agree with the English communication. Inbank executes Code section 1.3.1 (the language of the general meeting is Estonian). In this case, the shareholder will be given an English translation at his or her request. In addition, Inbank has not complied with the recommendation in clause 1.3.1 of the Code that the chairman of the Supervisory Board cannot be elected as chairman of the general meeting. As the Chairman of the Supervisory Board is also a representative of a shareholder and is well-informed as the Chairman of the Supervisory Board of Inbank, it is not necessary for the Inbank’s current shareholding and organization structure to elect an outside party for the general meeting. The chairman of the general meeting has always been elected unanimously. Inbank partially complies with clause 1.3.2 of the Code, according to which the members of the Management Board, the chairman of the Supervisory Board and, if possible, members of the Supervisory Board and at least one of the auditors participate in the general meeting.