Annual / Quarterly Financial Statement • Apr 29, 2014
Annual / Quarterly Financial Statement
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FOR THE FINANCIAL YEAR ENDING ON 31 DECEMBER 2013
| ǯ | ͵ – 4 |
|---|---|
| 5 – 46 | |
| Statement of financial position 5 | – 6 |
| Statement of comprehensive income | 7 |
| Statement of changes in equity | 8 |
| Cash flow statement 9 | – ͳͲ |
| š'Žƒƒ–'"›'–‡ ͳͳ– 46 | |
| 47 | |
| Notes | ͵ͳ-ͳʹ-ʹͲͳ͵ | ͵ͳ-ͳʹ-ʹͲͳʹ | |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Intangible assets | ͵ | ͳǤʹ | ͳǤ͵ͷ4 |
| Property, plant and equipment | 4 | ͷͳͺǤͷͲ | ͶͶͶǤͳͳ |
| Long-term receivables | ͳͲ | ʹǤ | - |
| Investment into subsidiaries | Ͳ | - | ͳǤͲͲͲ |
| Investment into associates | 7 | 989 | 585 |
| Total non-current assets | 523.681 | 447.650 | |
| Current assets | |||
| Inventories | 8 | ͳǤͳͷͷ | ͳǤͳ͵Ͷ |
| Prepayments | 558 | Ͷ͵ͺ | |
| Trade receivables | 9 | ͳͳǤͲͷʹ | ͳ͵Ǥͷͻ |
| ‡ˆ—†•'ˆ‹…'‡–ƒš‡• | 5.644 | - | |
| Other receivables | ͳͲ | ͳ͵ǤͲ͵ | ͶǤͳͶͳ |
| Other financial assets | ͳͳ | ͵ͲǤͳͶ | ͳ͵Ǥʹ͵Ͷ |
| Cash and cash equivalents | ͳʹ | 89.895 | ͻǤͺ͵Ͷ |
| Total current assets | 152.153 | 112.360 | |
| Total assets | 675.834 | 560.010 |
(cont'd on the next page)
ǡͳͳ-46, are an integral part of these financial statements.
| Notes | ͵ͳ-ͳʹ-ʹͲͳ͵ | ͵ͳ-ͳʹ-ʹͲͳʹ | |
|---|---|---|---|
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Share capital | ͳǡͳ͵ | ͵ͺͲǤͲ | ͵ͺͲǤͲ |
| Share premium | ͳ͵ | ͳ͵Ǥͷͳʹ | ͳ͵Ǥͷͳʹ |
| Legal reserve | ͳ͵ | ʹͶǤͳͳ | ʹʹǤͷͳ |
| ‡•‡"˜‡ˆ'"'™•Šƒ"‡• | ͳ͵ | ͷͷǤͲͲͲ | ͷͷǤͲͲͲ |
| Other reserves | ͳ͵ | ʹǤʹ͵ | ʹ͵Ǥʹ |
| ‡–ƒ‹‡†‡ƒ"‹‰• | ͵ͷǤͶͻ | ͶͳǤͲͲ | |
| Total equity | 571.651 | 536.412 | |
| Non-current liabilities | |||
| ‡ˆ‡""‡†‹…'‡–ƒšŽ‹ƒ"‹Ž‹–› | ʹͶ | Ǥͻ͵ͷ | ǤͳͻͶ |
| Non-current employee benefits | ͳͶ | ͺ͵ | ͺͳ |
| Loan | ͳͷ | ͷͳǤʹͳʹ | - |
| Total non-current liabilities | 58.984 | 8.010 | |
| Current liabilities | |||
| Loan | ͳͷ | ͳ͵Ͷ | - |
| Trade payables | ͳ | ʹͷǤͳͺͻ | Ǥͳͷ |
| Payroll related liabilities | ͳ | ͶǤͺʹ | ͵Ǥͺͻ |
| Provisions | ͳͺ | - | ͳͶ |
| …'‡–ƒš'ƒ›ƒ"އ | - | ʹǤͷʹͶ | |
| Prepayments received | ͶͲ | ͷ͵ | |
| ‹˜‹†‡†•'ƒ›ƒ"އ | ͵ͻ | ͵ͻ | |
| Other payables and current liabilities | ͳͻ | ͳͷǤͲͳͷ | ͳǤͺʹ |
| Total current liabilities | 45.199 | 15.588 | |
| Total equity and liabilities | 675.834 | 560.010 |
ǡͳͳ-46, are an integral part of these financial statements.
| General Manager | 'ƒ•ƒ•‹—Ž‹• | ʹͳƒ"…ŠʹͲͳ4 |
|---|---|---|
| ‹"‡…–'"'ˆ ‹ƒ…‡ƒ† †‹‹•–"ƒ–‹˜‡‡'ƒ"–‡– |
ƒ–ƒ•ƒ"–—捃 | ʹͳƒ"…ŠʹͲͳͶ |
| –‡"‹‡ƒ† of Accounting ‡'ƒ"–‡– |
•–ƒ‡†Žƒ—•‹‡· | ʹͳƒ"…ŠʹͲͳͶ |
| Notes | ʹͲͳ͵ | ʹͲͳʹ | |
|---|---|---|---|
| Sales | ʹͲ | ͳʹǤͺͲ | ͳ͵ͺǤͺͺͳ |
| Cost of sales | ʹͳ | ȋǤͲͺͻȌ | ȋͺͳǤ͵͵Ȍ |
| Gross profit | 50.771 | 57.545 | |
| '‡"ƒ–‹‰‡š'‡•‡• | ʹʹ | ȋͳʹǤͲȌ | ȋͳͲǤ͵ͶȌ |
| Other income | ʹͶͶ | ͳͲͺ | |
| Profit from operating activities | 38.409 | 46.919 | |
| Income from financial activities | ʹ͵ | 695 | ͳǤͺͶ |
| Loss from financial activities | ʹ͵ | ȋͳͲȌ | ȋͳͳȌ |
| Share of the associate's net profit (loss) | 7 | (669) | ͳͲͺ |
| Profit before income tax | 38.329 | 48.758 | |
| …'‡–ƒš‡š'‡•‡ | ʹͶ | ȋʹǤͺͲȌ | ȋǤ͵ʹͳȌ |
| Net profit | 35.649 | 41.437 | |
| Other …''"‡Š‡•‹˜‡‹…'‡ȋ‡š'‡•‡•Ȍ | - | - | |
| Items that will not be subsequently reclassified to profit or loss | - | - | |
| Items that may be subsequently reclassified to profit or loss | - | - | |
| Total comprehensive income | 35.649 | 41.437 | |
| ƒ•‹…ƒ††‹Ž—–‡†‡ƒ"‹‰•ȋŽ'••‡•Ȍ'‡"•Šƒ"‡ǡ‹ | ʹͷ | ͲǡͲͻ | Ͳǡͳͳ |
ǡͳͳ-46, are an integral part of these financial statements.
| General Manager | 'ƒ•ƒ•‹—Ž‹• | ʹͳƒ"…ŠʹͲͳͶ |
|---|---|---|
| ‹"‡…–'"'ˆ ‹ƒ…‡ƒ† Administrative ‡'ƒ"–‡– |
ƒ–ƒ•ƒ"–—捃 | ʹͳƒ"…ŠʹͲͳͶ |
· ʹͳʹͲͳͶ
| Notes | Share capital |
Share premium |
Legal reserve |
‡serve for own shares |
Other reserves |
etained earnings |
Total | |
|---|---|---|---|---|---|---|---|---|
| ƒŽƒ…‡ƒ•ƒ–͵ͳ‡…‡"‡"ʹͲͳͳ | ͵ͶʹǤͲͲͲ | - | ͳͻǤͲͲͲ | - | ͺǤͲͶ͵ | ͲǤͻͷ | ͶͻͻǤͺ͵ͺ | |
| Net profit for the year | - | - | - | - | - | ͶͳǤͶ͵ | ͶͳǤͶ͵ | |
| Other comprehensive income | - | - | - | - | - | - | - | |
| Total comprehensive income | - | - | - | - | - | ͶͳǤͶ͵ | ͶͳǤͶ͵ | |
| ‹˜‹†‡†•†‡clared | ʹ | - | - | - | - | - | ȋͷǤͻͺͳȌ | ȋͷǤͻͺͳȌ |
| Transfers between reserves | - | - | ͵Ǥͷͳ | ͷͷǤͲͲͲ | ȋͶͶǤ͵ͳȌ | ȋͳͶǤʹͶͷȌ | - | |
| Increase in share capital | ͵ͺǤͲ | ͳ͵Ǥͷͳʹ | - | - | - | - | ͷʹǤͳͳͺ | |
| ƒŽƒ…‡ƒ•ƒ–͵ͳ‡…‡"‡"ʹͲͳʹ | ͵ͺͲǤͲ | ͳ͵Ǥͷͳʹ | ʹʹǤͷͳ | ͷͷǤͲͲͲ | ʹ͵Ǥʹ | ͶͳǤͲͲ | ͷ͵ǤͶͳʹ | |
| Net profit for the year | - | - | - | - | - | ͵ͷǤͶͻ | ͵ͷǤͶͻ | |
| Other comprehensive income | - | - | - | - | - | - | - | |
| Total comprehensive income | - | - | - | - | - | ͵ͷǤͶͻ | ͵ͷǤͶͻ | |
| ‹˜‹†‡†•†‡…Žƒ"‡† | ʹ | - | - | - | - | - | ȋͶͳͲȌ | ȋͶͳͲȌ |
| Transfers between reserves | - | - | ʹǤͲͷͲ | - | ͵ͺǤͷͶ | ȋͶͲǤͷͻȌ | - | |
| Increase in share capital | - | - | - | - | - | - | - | |
| ƒŽƒ…‡ƒ•ƒ–͵ͳ‡…‡"‡"ʹͲͳ͵ | ͵ͺͲǤͲ | ͳ͵Ǥͷͳʹ | ʹͶǤͳͳ | ͷͷǤͲͲͲ | ʹǤʹ͵ | ͵ͷǤͶͻ | ͷͳǤͷͳ |
ǡͳͳ-46, are an integral part of these financial statements.
| General Manager | 'ƒ•ƒ•‹—Ž‹• | ʹͳƒ"…ŠʹͲͳͶ |
|---|---|---|
| ‹"‡…–'"'ˆ ‹ƒ…‡ƒ† †‹‹•–"ƒ–‹˜‡‡'ƒ"–‡– |
ƒ–ƒ•ƒ"–—捃 | ʹͳƒ"…ŠʹͲͳͶ |
| –‡"‹‡ƒ†'ˆ……'—–‹‰ |
· ʹͳʹͲͳͶ
8
| Notes | ʹͲͳ͵ | ʹͲͳʹ | |
|---|---|---|---|
| Cash flows from operating activities | |||
| Net profit | ʹͷ | ͵ͷǤͶͻ | ͶͳǤͶ͵ |
| Adjustments for noncash items: | |||
| ‡'"‡…‹ƒ–‹'ƒ†ƒ'"–‹œƒ–‹' | ʹͳǡʹʹ | ʹͶǤͺͺͲ | ʹʹǤͻͻͲ |
| Change in vacation reserve | ʹͲͷ | Ͷ͵ͺ | |
| Impairment and write-off of non-current tangible assets | 4 | Ͷʹͳ | ͳǤͲʹͻ |
| Change in allowance for doubtful receivables | 9 | ͳͳʹ | (4) |
| Change in non-current liabilities for employees | ͳͶ | ʹͳ | ͵Ͳ |
| Impairment of inventory value | 8 | ȋ͵ͲȌ | - |
| Accrued emission rights | ͳͺ | ȋͳͶȌ | ȋ͵ʹͻȌ |
| Share of profit of equity-accounted investees | 7 | 669 | ȋͳͲͺȌ |
| Accrued income | ȋͳǤͶ͵ͻȌ | ȋͻʹȌ | |
| Other non-cash adjustments | (7) | - | |
| Inco‡–ƒš‡š'‡•‡• | ʹͶ | ʹǤͺͲ | Ǥ͵ʹͳ |
| Interest income | ȋ͵ʹȌ | ȋͳǤͺͳȌ | |
| 62.295 | 70.062 | ||
| Changes in working capital: | |||
| (Increase) decrease in inventories | 448 | ͷͶͲ | |
| ‡…"‡ƒ•‡ȋ‹…"‡ƒ•‡Ȍ‹'"‡'ƒ›‡–• | (4) | ȋʹͳͷȌ | |
| ‡…"‡ƒ•‡ȋ‹…"‡ƒ•‡Ȍ‹–"ƒ†‡ƒ†other accounts receivable | ʹ.Ͷͳͷ | ȋͻǤʹͶͶȌ | |
| ‡…"‡ƒ•‡ȋ‹…"‡ƒ•‡Ȍ‹'–Ї""‡…‡‹˜ƒ"އ• | ȋͳʹǤȌ | ȋͳǤͺ͵ͶȌ | |
| Increase (decrease) in trade and other payables | ȋʹǤͻͲͻȌ | ʹǤͷʹͷ | |
| ȋ‡…"‡ƒ•‡Ȍ‹…"‡ƒ•‡‹'"‡'ƒ›‡–•"‡…‡‹˜‡† | ȋͳ͵Ȍ | 4 | |
| Increase (decrease) in other current liabilities and payroll related liabilities |
Ͳͺ | ȋͳʹͷȌ | |
| 50.163 | 61.713 | ||
| …'‡–ƒšȋ'ƒ‹†Ȍ | ȋͻǤʹʹͻȌ | ȋͷǤʹ͵ͷȌ | |
| Interest received | ͵ʹ | ͻ͵ͳ | |
| Net cash flows from operating activities | 41.306 | 57.409 | |
| Cash flows from investing activities | |||
| (Acquisition) of property, plant, equipment and intangible assets | ȋͷǤͲͻȌ | ȋ͵ͻǤͻͶͺȌ | |
| (Acquisition) of Investments held-to-maturity | ȋʹͲͺǤͳʹͳȌ | ȋͶʹͻǤʹͷȌ | |
| Sales of investments held-to-maturity | ͳͻͳǤʹͲͻ | ͷ͵͵ǤͲͷͳ | |
| Acquisition of other investments | (66) | ȋͳǤͲͷͲȌ | |
| Sales of Non-current assets | - | - | |
| Net cash flows from investing activities | (82.047) | 62.796 |
(cont'd on the next page)
ǡͳͳ-46, are an integral part of these financial statements.
| Notes | ʹͲͳ͵ | ʹͲͳʹ | |
|---|---|---|---|
| Cash flows from financing activities | |||
| Increase in share capital | - | Ǥʹ | |
| ‹˜‹†‡†•ȋ'ƒ‹†Ȍ | ͳ͵ | ȋͶͳͲȌ | ȋͷǤͻͺͳȌ |
| ‡…‡‹˜‡†Ž'ƒ | ͳͷ | ͷͳǤʹͳʹ | - |
| Net cash flows from financing activities | 50.802 | (50.354) | |
| Net increase (decrease) in cash flows | 10.061 | 69.851 | |
| Cash and cash equivalents on 1 January | ͳʹ | 79.834 | 9.983 |
| Cash and cash equivalents on 31 December | ͳʹ | 89.895 | 79.834 |
ǡ ͳͳ-46, are an integral part of these financial statements.
| General Manager | 'ƒ•ƒ•‹—Ž‹• | ʹͳƒ"…ŠʹͲͳͶ |
|---|---|---|
| ‹"‡…–'"'ˆ ‹ƒ…‡ƒ† †‹‹•–"ƒ–‹˜‡‡'ƒ"–‡– |
ƒ–ƒ•ƒ"–—捃 | ʹͳƒ"…ŠʹͲͳͶ |
| –‡"‹‡ƒ†'ˆ……'—–‹‰ ‡'ƒ"–‡nt |
•–ƒ‡†Žƒ—•‹‡· | ʹͳƒ"…ŠʹͲͳͶ |
·ȋDzdzȌthe Ǥǣ÷ǤͳͻǡͻͳͲͲ͵·ǡǤ
The main activities of the Company – transshipment of oil products and other related services.
The Company was established by SC Naftos Terminalas (LithuaniȌǤȋȌͷͳͶͻ ǤʹͳͻͻͶǤ
͵ͳʹͲͳ͵ͳǡͺʹͲǤǮ– ͵ͺͲǡͲǡͳͺͶȋthree hundred eighty million thousand one hundred eighty-fourȌ Ǥ ͵ͺͲǡͲǡͳͺͶ ȋthree hundred eighty million thousand one hundred eighty-fourȌȋͳȌǤʹǤ͵ʹ ΨȋʹͷǡʹͶͳǡʹͻͲȌǡǤ
The Company has not acquired any own shares and has arranged no deals regarding acquisition or transfer of its own shares ʹͲͳ͵ǤǯǤ
͵ͳʹͲͳ͵͵ͳʹͲͳʹǣ
| ͵ͳ‡…‡"‡"ʹͲͳ͵ | ͵ͳ‡…‡"‡"ʹͲͳʹ | |||
|---|---|---|---|---|
| Number of shares held (thousand) |
Part of ownership (%) |
Number of shares held (thousand) |
Part of ownership (%) |
|
| '˜‡"‡–'ˆ–Ї‡'—"Ž‹…'ˆ‹–Š—ƒ‹ƒ | ||||
| "‡'"‡•‡–‡†"›–Ї‹‹•–"›'ˆ‡"‰› | ʹͷǤʹͶͳ | ʹǡ͵ʹ | ʹͷǤʹͶͳ | ʹǡ͵ʹ |
| '…‡"…Їƒ "'—' |
͵ͺǤͻͷ | ͳͲǡʹͶ | ͵ͺǤͻͷ | ͳͲǡʹͶ |
| Other (less than 5 per cent each) | Ǥ͵ͻͲ | ͳǡͶͶ | Ǥ͵ͻͲ | ͳǡͶͶ |
| Total | ͵ͺͲǤͲ | ͳͲͲǡͲͲ | ͵ͺͲǤͲ | ͳͲͲǡͲͲ |
The average number of employees in ʹͲͳ͵ was ͵64 (͵ʹ – ʹͲͳʹȌǤ
Ǯʹͳ ʹͲͳͶǤThe Company's shareholders have a legal right to confirm these financial statements or do not confirm them and to require the management to prepare new financial statements.
ȋ ͲͲͲȌǡ when otherwise indicated.
ȋ ȌȋȌǤ
Effect of application of new standards and their amendments as well as new interpretations on the Financial Statements The applied accounting principles set out below have been applied consistently to all periods presented in these financial Ȁ ͳ
ʹͲͳ͵ǣ
a ͳ, the Company adjusted the presentation of articles in the statement of comprehensive income in order to separate the articles which might in future be reclassified to the profit (loss) statement from those which will never be reclassified. The comparative information has been presented accordingly.
Dzdz – Dz dzǤ ȋ ͳ
ʹͲͳ͵ eriods of these annual accounting periods. Applied retrospectively.). The amendments determine new requirements of disclosure related to financial assets and liabilities, which are offset within the statements of financial condition; or they are subject to the general offset agreement or similar agreements. The Company does not believe that these amendments will have an impact on the financial statements, as it does not offset its financial assets and liabilities and has not concluded general offset agreements.
ͳʹ"Deferred tax. Recovery of underlying assets"Ǥȋ ͳ
ʹͲͳ͵ǤǤȌǤ value o Ǥ ǯ ǡ a business model Ǥ only case, when this presumption may be rebutted. The Company assumes that these amendments will not have an impact on the financial statemeǡ ǡ ͶͲǤ
ͳ͵ "Fair value measurement" (Applicable prospectively to annual accounting periods beginning on ͳ ʹͲͳ͵ǤȌ ͳ͵ Ǥ ǡ t Ǥ ͳ͵ǡen Ǥnt Ǣandards. The standard provides a detailed system of information disclosure, in which additional requirements of information disclosure are established, which could enable users of financial statements to assess methods and data used to determine the fair value and when the fair value is re-determined using significant unobservable data – the impact of these disclosures on profit or loss or Ǥ ͳ͵s a significant impact on the financial statements, because the management determines that the methods and assumptions used to determine the fair value correspond to the requi ͳ͵Ǥ
ͳͻ ȋʹͲͳͳȌ "Employee benefits" ȋ ͳ
ʹͲͳ͵Ǥ Applied retrospectively.). According to the amendment it is required that actuarial gains and losses be immediately recogni Ǥ Dzdz ǯ aȋȌǡͳͻǤs ǯ ȋȌ discount rate applied to the defined benefit obligation. The Company ͳͻhas significant impact on the statements.
orting Standards and their interpretations have been issued, which will be ͳ
ʹͲͳ4 and subsequent years. The Company has decided not to Ǥmates of the possible effect of the new and revised standards applied for the first time, as presented by the Company's Management, are stated below:
ͳͲ Dz dz ʹ ȋʹͲͳͳȌ Dz dzǤ ȋfor annual ͳ
ʹͲͳͶǤǡ ͳͳǡ ͳʹǡʹȋʹͲͳͳȌ and ʹͺȋʹͲͳͳȌǤȌǤ
ͳͲies in which investments are made, within the control analysis, including economic entities that are currently considered as companies of a special purpose according to the ͳʹǤ ͳͲʹ ȋʹͲͲͺȌǤAccording to the new general control model, the investor controls over the economic entity in which investments are made, when: it either can or have the right to receive variable returns from its relationship with the economic entity, in which the Ǣ ǡ investments are made; and there is a relation of power to manage and the return. The new standard also includes the requirements of disclosure and the requirements related to the preparation of the consolidated financial statements. These ʹȋʹͲͲͺȌǤ
assumes that the new standard will not have an impact on the financial statements as control assessment of the economic entities, in which investments are made, under the new standard should not change the previous conclusions on control of the Companies, in which investments are made.
ͳͳ"Joint arrangements" ȋ ͳ
ʹͲͳͶǤ retrospectively in accordance with the provǤǡ ͳͲǡ ͳʹǡ ʹȋʹͲͳͳȌʹͺȋʹͲͳͳȌǤȌǤ ͳͳ "Joint arrangements" ͵ͳ"Interests in joint ventures"Ǥ ͳͳ Dz dzǡ DzdzǡDzdz ͳͲǤccording to the new standard, two types of joint arrangements are distinguished and different accounting model is applied for each of them:
ͳͳ ͵ͳDzdzthose cases in which such a distinction in some cases is not effective, although for joint arrangements is foreseen a certain structure. Such activity is considered as similar to the jointly controlled ȋȌ͵ͳǡed as the joint activity. The remained jointly controlled entities referred to ͵ͳǣd; now they must always use the equity method in theǤ ͳͳ not have a significant impact on the financial statements, because it is not a party of any joint agreements.
ͳʹ"Disclosure of interests in other entities" ȋͳ ʹͲͳͶǤ ǤȌǤ ͳʹ and assumptions, made in determining the nature of owned interests in the entity or structure, nature of owned interests in subsidiaries, joint arrangements and associated companies and unconsolidated structural entities. The Company assumes that the new standard will not have a significant impact on the financial statements.
IAS ʹȋʹͲͳͳȌ"Separate financial statements" ȋ ͳ ʹͲͳͶǤǡ ͳͲǡ ͳͳǡ ͳʹ ʹͺ ȋʹͲͳͳȌǤȌǤ ʹ ȋʹͲͳͳȌ provides thʹȋʹͲͲͺȌǤ ǡʹȋʹͲͳͳȌʹͺȋʹͲͲͺȌ͵ͳǤard does not aǡ ͳͲ"Consolidated financial statements"Ǥ ʹȋʹͲͳͳȌ financial sǡǯǤ
ʹͺ ȋʹͲͳͳȌ "Investments in associated companies and joint ventures" ȋ ͳ
ʹͲͳͶǤȌǤ ǡ ͳͲǡ ͳͳǡ ͳʹ ʹȋʹͲͳͳȌǤȌǤʹͺȋʹͲͲͺȌǣ
The Company assumes that the amendments to the standard will not have a significant impact on the financial statements, because the economic entity does not have investments in associated or joint ventures, which would be affected by the mentioned amendments.
Amend ͵ʹ "Offsetting financial assets and financial liabilities" ȋ ͳ
ʹͲͳͶǤ Ǥ ǡ se additional info ȌǤ ǡǯǡepancies in their application. The amendments interpret that currently the economic entity has a legally enforceable right of offset, if this right: does not depend on the event in future; and legally enforceable by the entity and all counterparties under normal operating conditǡǤ will not affect the financial statements, because the economic entity
does not perform the offsetting financial assets and financial liabilities and has not concluded general offset agreements.
Amendments to ͳͲǡ ͳʹʹDzdz ( ͳ
ʹͲͳͶ). The amendments present the ͳͲand require that the business entities attributable to investment entities would not consolidate their investments in controlled business entities, investments in associates and joint ventures, and would measure them at fair value, adding the change in fair value to the statement of profit (lossȌǤmandatory (i.e. not optional)ǡ considered to be the investment activity continuation of an investment entity, - such subsidiaries still have to be consolidated. A business entity is assigned to an investment entity if it meets all the essential elements of the definition of an investment entity. The Ȁassume that the new standard will not affect Ȁ meet the requirements for investment entities.
Amendments to ͵ Dz - dz ( periods begi ͳ
ʹͲͳͶ). The amendments clarify that a business entity is required to disclose only the recoverable amount of the individual assets (including goodwill) or cash-generating units to which the impairment losses were or reversed during the reporting period. The amendments also require additional disclosures related to fair value hierarchy levels where the impairment losses of individual assets (including goodwill) or cash-generating units were or reversed during the reporting period, and where the recoverable amount is based on fair value less costs of disposal. The Ȁ Company do the new standard to have a material effect on the financial statements.
Amendments to ͵ͻ Dzdz( ͳ
ʹͲͳͶ). When certain criteria are met, the amendments allow to continue to apply hedge accounting where, due to the laws and rules, a derivative financial instrument considered the hedging instrument is replaced in order for the central counterparty of a transaction to be able to perform clearing. Ȁ standard will not affect the financial statements as the Ȁ Company do not apply hedge accounting.
The amounts shown in these financial statements are measured and presented in local currency, Litas (LTL), which is the Ǥʹ ʹͲͲʹǡ͵ǤͶͷʹͺα ͳǤ
the Ǥ available at the reporting date are in the statement of income (loss) .
Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are converted into Litas at ǤNon-monetary assets and liabilities that are measured ion.
Operating segment is a separated business constituent pǡ business constituent parts.
ǯǯǤ
The Management of the Company has identified the following business segments:
The Company investments into subsidiaries accounts at cost. A subsidiary is an entity that is controlled by the Company. The financial statements of the subsidiary are prepared for the same reporting period as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Company. The Company determines at each reporting date whether it is necessary to ǯǤ determines at each reporting date whether there is any objective evidence that the investment in the subsidiary is impaired. If this is the case the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and the amount in the statement of income (loss).
͵ͳʹͲͳ͵the Company did not have subsidiaries, therefore Company do not prepare consolidated accounts.
The Company accounts for investments into associates using the equity method. An associate is an entity in which the Company ǡǤist when ʹͲΨͷͲΨǤ
ǯ ǯ Ǥ he carrying amount of the investment and is neither nor individually tested for impairment.
The share of profit of an associate is shown on the face of the statement of income (loss). This is the profit attributable to equity holders of the associate and, therefore, is .
The financial statements of the associate are prepared for the same reporting period as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Company. After application of the equity method the Company determines whether it is necessary to ǯ associate. The Company determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and the amount in the caption DzShare of associaǯ profit (loss)dzstatement of profit (loss).
t of ǯǤǡ there is no evidence of impairment.
Ǥ ǡassets are carried at cost less any accumulated and any accumulated impairment losses. The useful lives of intangible assets are assessed to be either finite or indefinite. The Company did not have such assets ȋ ͵ͳ ʹͲͳ͵ ͵ͳ ʹͲͳʹȌ. Intangible assets with finite lives are ͳͷ impairment whenever there is an indication that the intangible asset may be impaired. periods and methods for intangible assets with finite useful lives are reviewed at least at each financial year-end.
Ǥ
Assets are attributed to property, planǤ
Non-current tangible assets of the Company are stated at cost less accumulated depreciation and impairment losses.
The initial cost of property, plant and equipment comprises its purchase price, including non- ǡ Ǥ -current tangible assets have been put into operation, such as repair and maintenance costs, are normally charged to profit or loss in the period the costs are incurred.
-line basis over the following estimated useful lives (in years):
| —‹Ž†‹‰•ƒ†•–"—…–—"‡•ǣ | 7 - Ͳ |
|---|---|
| —‹Ž†‹‰• | ͶͲ- ͷͳ |
| –'"ƒ‰‡–ƒ•ͷǤͲͲͲ͵ | ͳͷ- ʹͳ |
| –'"ƒ‰‡–ƒ•ʹͲǤͲͲͲ͵ | Ͷ͵ |
| ‡‹ˆ'"…‡†…'…"‡–‡""‹†‰‡• | Ͳ |
| ƒ‹Ž‰ƒ–"› | 55 - 65 |
| Machinery and equipment: | ͵- ͶͲ |
| Petrol vapor combustion units; heat-eš…Šƒ‰‡"• | ͳͳ- ͵ͻ |
| Marine loading arms | ͳʹ |
| Other non-current tangible assets: | ͵- ͶͲ |
| Technological pipelines | ͶͲ- Ͷͳ |
| Control cables | ͳʹ |
Where parts of an item of non-current tangible assets have different useful lives, they are accounted for as separate items (major components) of non-current tangible assets.
The useful lives, residual values and depreciation method are reviewed periodically to ensure that the period of depreciation and mic benefits from items in non-current tangible assets.
Construction-in-progress is stated at cost. This includes the cost of construction, plant and equipment and other directly attributable costs. Construction-in-progress is not depreciated until the relevant assets are completed and available for their intended use.
When non-current tangible assets are retired or otherwise disposed, the cost and related depreciation are removed from the financial statements and any related gains or losses are included in the statement of comprehensive income. Gains and losses on disposal of property, plant and equipment are determined as a difference between proceeds and the carrying amount of the noncurrent tangible assets disposed and recorded in profit (loss).
ǡ-to-maturity financial assets, loans and receivables, and available-for-sale financial assets, as appropriate. The Company establishes classification of financial assets on initial recognition.
When financial assets are initially, they are measured at fair value, plus (in the case of investments not at fair value through profit or loss directly attributable) Ǥ -term deposits, trade debts and other receivables, loans and other receivables, held-to-maturity investments..
n when the following criteria are met:
rofit or loss are measured in the statement of financial position at Ǥ through profit or loss Ǥ dividends on such investments are as interest inǡǤ The Company did ͵ͳʹͲͳ͵ and as of ͵ͳʹͲͳʹǤ
ncial assets (which are non- Ȍ classified as held-to-maturity when the Company has the positive intention and ability to hold to maturity. Investments that are held-to-maturity are subsequently measured at cost using the effective interest method. Initially, the y are measured at purchase cost (fair value of the compensation provided), and then – Ǥ Gains and losses are in the profit (loss) when the investments are or impaired, as well as through the process.
The effective interest method is a method of a financial asset or liability in and interest income and over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments of the financial liability, or, where appropriate, a shorter period.
Loans and receivables (which are non-Ȍ Ǥ cost using the effective interest method. Gains and losses are in the profit (loss) when the loans and receivables are or impaired, as well as through the process.
Available-for-sale financial assets are financial assets (which are non-derivative financial instruments) that are designated as available-for-sale or are not classified in any of the three preceding categories. After initial recognition available-for-sale financial assets are measured at fair value with gains or losses being as a separate component of equity until the investment is or until the investment is determined to be impaired at which time the cumulative gain or loss previously reported in equity is included in the in the profit (loss).
The Company did not have any available-for-͵ͳʹͲͳ͵͵ͳʹͲͳʹǤ
A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is when:
Where the Company has transferred its rights to receive cash flows from an asset and has not transferred substantially all the ǡ ̵ continuing involvement in the asset.
A financial liability is when the obligation under t.
ȋ Ȍ lf of its employees based on the legally defined contribution plan in accordance with the local legal requirements. A defined contribution obligations rvice in the current and prior period. The social security contributions are is and are included within staff costs.
ǯ nefits. The Company termination benefits when it is firmly committed to either terminate the employment of current employees according to a detailed formal plan without possibility of withdrawal or to provide termination benefits as a result of an offer made to encourage voluntary Ǥ are Ǥ
The present value of defined benefit obligation is determined by discounting estimated future cash flows based on the interest rate of the long ǯǡ similar to that of the planned payment period. Actuarial gains or losses are in other comprehensive income directly.
Inventories are measured at the lower of cost and net value. Net ǡ ǡ Ǥ ventories consists of purchase price, transport, and other costs directly attributable to the cost of inventories. Cost is determined by the first-in, first ȋ ȌǤ inventory is written-off.
Cash includes Ǥ-term, highly liquid investments that are readily convertible to e in value.
ǡǡǡer short-term highly liquid investments with maturities of less than three months.
s for acquisition of property, plant and equipment are as part of transaction costs and added to the acquisition cost of the asset accordingly.
ǡ Ǥ rrowings are subsequently stated at cost using the effective interest rate method; any difference between proceeds (net of transaction costs) and the redemption value is in the Statement of Comprehensive income over the period of borrowings.
ǡǡm the Ǥions for the first time: incurs costs in respect of the asset, incurs borrowing costs, carries out activities required to prepare the asset for its intended use or sale.
all the activities necessary to prepare a qualifying asset for its intended use or sale have been completed. Commonly, an asset is prepared for its intended use or sale when its physical construction has been completed, even if the routine administrative w Ǥ changes are still possible, such as finishing of the asset in accordance with the instructions of a purchaser or user, it indicates that, essentially, all the activities have already been completed.
The decision of whether an arrangement is, or contains a lease is based on the substance of the arrangement at inception date of whether the fulfillment of the arrangement is dependent on the use of specific asset or assets or the arrangement conveys a right to use the asset.
ǡitem the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of intereǤ profit (loss).
ǡhere is no reasonable certainty that the Company will obtain ownership by the end of the lease term.
The Company did not have any finance lease contract ͵ͳʹͲͳ͵͵ͳʹͲͳʹǤ
he profit (loss) on a straight line basis over the lease term.
Assets leased under operating lease in the statement of financial position of the Company are accounted for depending on the type of assets. Income from operating lease is as other income in the profit (loss) within the lease period using the straight-line method. All the discounts provided to the operating lessee are using straight-line method during the lease period by reducing the lease income.
ed ǡǤ rates used to compute the amount are Ǥ
Ǥd Ǥ.
ʹͲͳ͵ͳͷΨȋͳͷΨ– in ʹͲͳʹ).
ǡ e losses incurred as a result of disposal of securities ȀͷǤrities Ȁ nature.
for financial reporting purposes and the amounts used for inco Ǥ erse ting date.
ǡ Ǥ set is not going to be ǡ in the financial statements.
ǡ assion authority.
ǯǤ
f ordinary registered shares issued. Provided that the number of shareholders changes without causing a change in the economical resources, the weighted average of ordinary registered shares is adjusted in proportion to the change in the number of shares as d. Since there are no instruments reducing profit (loss) per share, there is no difference between the basic and diluted earnings per share.
Provisions are when the Company has a present legal or constructive obligation in respect of past events and it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Where eimbursement is as a separate asset but only when the Ǥ through the profit (loss).
O, 55 countries concluded an agreement (Kyoto protocol) with a view to reduce the greenhouse gas emissions into the atmosphere by introducing financial incentives for reduction of environment pollution by greenhouse gases.
ʹͲͲ͵ȀͺȀ system of emission rights for greenhouse gas emissions in the Community. According to the system, national governments of participating countries are responsible for allocation of a limited number of emission rights to local companies emitting greenhouse gases. An emission certificate rights provides a right to emit certain relative amount of greenhouse gases. There is an actȋȌǤ
Companies participating in the scheme are obliged to report their actual pollution for each calendar year. The first period started ʹͲͲͷed ʹͲͲǡted ʹͲͲͺed ʹͲͳʹǡed ʹͲͳ͵ ended ʹͲʹͲǤ ʹͲͲͷ calendar year. When available allowances are not sufficient to cover actual pollution, then a penalty should be paid for each ton of .
̵̵Ǥnces granted to it at a nomȋȌǡʹͲDz dzǤ only as emissions are made (i.e. provisions are never made on the basis of ȌǤ of allowances are recorded under cost of sales caption in the profit (loss).
Allowances purchased from the third parties are accounted for by cost price method and are treated as recoverable rights in the Statement of income.
amount of the revenue can be measured reliably. Sales are Ǥ
The Company revenues from oil transshipment level of fulfillment of a service. The level of service provided is measured as percentage of transshipment Ǥ evaluation of the service agreement is impossible, the revenues are compensated.
eptance.
ǡ Ǥ se cases when the costs incurred cannot be directly attributed to the specific income and they will not bring income during the future periods, they are Ǥ
ǡǤ ǡ Ǥ
. The financial asset is impaired if there is an objective evidence of impairment as a result of a loss event that has occurred after the initial recognition of the asset and that loss event has an impact on the estimated future cash flows of the asset that can be reliably estimated.
cost, whenever it is probable that the Company will not collect all amounts due according to the contractual terms of loans or receivables, an impairment or bad debt loss is in the profit (loss). The reversal of impairment losses previously is recorded when the decrease in impairment loss can be justified by an event occurring after the write-down. Such reversal is recorded in the profit (loss)Ǥǡ to cost that would have been had the impairment not been .
In relation to trade and other receivables, an allowance for impairment is made when there is objective evidence (such as the probability of insolvency or significant financial difficulties of the debtor) that the Company will not be able to collect all of the amounts due under the original terms of the contract. The carrying amount of the receivable is reduced through the use of an allowance account. Impaired debts are when they are assessed as uncollectible.
airment. The financial asset is impaired if there is an objective evidence of impairment as a result of a loss event that has occurred after the initial recognition of the asset and that loss event has an impact on the estimated future cash flows of the asset that can be reliably estimated.
The Company reviews at each reporting date the carrying amounts of non- ǡ ǡǤates ǯǤ
Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that carrying amount of Ǥǡis in the profit (loss)Ǥ in prior years is recorded when there is an indication that the impairment losses Ǥ caption of the profit (loss) as the impairment loss.
-generating unit is its value in use or costs to sell depending which is greater. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-t Ǥ
ǯsh inǯȋ ȌǤ
in the profit (loss). ǡ prescribed to the unit (unit group).
Previously impairment losses are reversed only if there is any indication Ǥve been determined net of depreciation or had no impairment loss been recogn for the asset in prior years. The reversal is accounted in the same caption of the profit (loss) as the impairment loss.
ǡ ǡ Ǥ factors complying amounts of assets and liabilities that could not be derived at from any other resources. Actual results can differ from calculations.
ture tances.
Information on critical estimates and assumptions are detailed below:
mation of the rest useful life ǡǤ
The Company assesses at each reporting date the carrying amounts of property, plant and equipment whether there is any ǤǯǤ impairment testing the asset, that is cash-generating in the continuous use and is independent from other asset or asset groups ȋ ȌǡǤ
The recoverable amount is calculated as one of the greater of two values: the value in use and net sales value. The value in use is calculated by discounting the estimated future cash flows to their present value using a pre- Ǥle amount of the asset, that is not cash-generating, is assessed according to the recoverable amount of the cash-generating unit that owns this asset.
The Company at least once per quarter evaluates impairment of receivables. The Company assesses whether there is any indication of decrease of future cash flows related to the receivables portfolio until impairment of the specific receivable in this portfolio will be estimated.
Information demonstrating negative change in loan repayment, economic conditions of the country or region, affecting the receivables of the Company can serve as evidence.
ǡof receivables or similar credit. Methods and assumptions applied for estimation of the amount and time of future cash flows are revised regularly for differences between the calculated and actual amount of loss.
At inception of an arrangement the Company determines whether such an arrangement is or contains a lease. This will be the case if the following two criteria are met:
At inception or on reassessment of the arrangement, the Company separates payments and other consideration required by such an arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Company concludes for a finance lease that is impracticable to separate the payments reliably, then an asset and a liability are at an amount equal to the fair value of the underlying asset. Subsequently the liability is reduced as payments are made and an imputed finance cost on the liability is ǯǤ
Ǥ all ǡǤ relies on estimates and assumptions and may involve a series of judgments about future events. New information may become available that causes the Company to change its judgment regarding the adeǢ Ǥ
A contingent asset is not in the financial statements but disclosed when an inflow or economic benefits is probable. Contingent liabilities are not in the financial statements. They are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote.
ǯ financial position (adjusting events) are reflected in the financial statements. Subsequent events that are not adjusting events are disclosed in the notes when material.
ǡǡǡcases equires such set-off.
ǡtual liability between unrelated parties, which are going to buy (sell) assets or settle the mutual liability.
ǡ ǣ easurement date ȋǤǤthat holds the asset or owes the liability).
In determining the fair value of non-ǡ ǯ ǡghest ǡǤ
In determining the fair value, a business entity should determine all of the following:
a) the specific assets or liability, the fair value of which is determined (together with the appropriate unit of account);
b) when non-financial asset is valuated, the valuation assumption, which is fit for the purpose of determining the fair value (along with the corresponding highest and best use of the non-financial asset);
ȌȋȌǢ
d) the valuation technique(s) appropriate for the measurement, considering the availability of data with which to develop inputs ir value hierarchy within which the inputs are .
The objective of using a valuation technique is to estimate the price at which an orderly transaction to sell the assets or to transfer conditions. Three ǡǤ
Ǥ involving identical or comparable (i.e. similar) assets, liabilities or a group of assets and liabilities, such as a business.
Cost approach. A valuation technique that reflects the amount that would be required currently to replace the service capacity of an asset (often referred to as current replacement cost).
ǤȋǤǤȌt (i.e. discounted) amount. The fair value measurement is determined on the basis of Ǥ
Ǥǡͳ͵ establishes a fair value hierarchy that catego into three levels the inputs to valuation techniques used to measure fair value. ͳǤͳȋȌentity can access at the measurement date.
ʹǤ ʹ ͳ or liability, either directly or indirectly.
͵Ǥ͵Ǥ
| Software | |
|---|---|
| Acquisition cost: | |
| ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳͳ | ͳǤͳͶ |
| Acquisitions | ͳ |
| Transfers from construction in progress | ͳǤ͵ͲͲ |
| Sold and written-off property | ȋͳ͵Ȍ |
| ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳʹ | ͵ǤͲͺ |
| Acquisitions | ͳ77 |
| Transfers from non-current tangible assets | 67 |
| Sold and written-off property | (Ͷͳ) |
| ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳ͵ | ͵.ʹͳ |
| Accumulated depreciation and impairment: | |
| ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳͳ | ͳǤͳͶͻ |
| ‡'"‡…‹ƒ–‹'ˆ'"–Ї›‡ƒ" | ʹ͵ͻ |
| ‡'"‡…‹ƒ–‹'–"ƒ•ˆ‡""‡†ˆrom non-current tangible assets | ȋ͵͵ͻȌ |
| Sold and written-off property | ȋͳ͵Ȍ |
| ‡…Žƒ••‹ˆ‹…ƒ–‹' | - |
| ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳʹ | ͳǤͳͶ |
| ‡'"‡…‹ƒ–‹'ˆ'"–Ї›‡ƒ" | ͵͵ʹ |
| ‡'"‡…‹ƒ–‹'–"ƒ•ˆ‡""‡†ˆ"''-current tangible assets | - |
| Sold and written-off property | (ͶͳȌ |
| ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳ͵ | ʹ.ͲͲͷ |
| ‡–"''˜ƒŽ—‡ƒ•'ˆ͵ͳ‡…‡"‡" ʹͲͳͳ | 465 |
| ‡–"''˜ƒŽ—‡ƒ•'ˆ͵ͳ‡…‡"‡" ʹͲͳʹ | ͳǤ͵ͷͶ |
| ‡–"''˜ƒŽ—‡ƒ•'ˆ͵ͳ‡…‡"‡" ʹͲͳ͵ | ͳǤʹ |
The ǯ-current intangible assets fo ʹͲͳ͵ ͵͵ʹ thousand (LTL ʹ͵ͻ thousand – ʹͲͳʹȌǤͳͺ thousand of charge has ȋͳ͵- in ʹͲͳʹȌǤ
| Land | —‹Ž†‹‰• and structures |
Machinery, plant and equipment |
Other non current assets |
Constructio n in progress |
Total | |
|---|---|---|---|---|---|---|
| Acquisition cost: | ||||||
| ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳͳ | - | ͶͲͷǤʹ | ͵͵͵Ǥʹ | ͳ͵Ǥʹ͵ͺ | ͳǤʹ͵ | 769.449 |
| Acquisitions | - | ͵ͺǤͺͺͶ | 5.769 | ͺͺ͵ | ͶͲǤͷͳ | ͺǤͲͷ͵ |
| ‡–‹"‡‡–•ƒ††‹•''•ƒŽ• | - | ȋʹǤʹͺͲȌ | ȋʹǤͶͲͲȌ | ȋͶ͵ʹȌ | - | ȋͷǤͳͳʹȌ |
| ‡…Žƒ••‹ˆ‹…ƒ–‹' | - | - | - | - | - | - |
| Transfers into intangible assets | - | - | ȋͳǤͲͻȌ | ȋʹͲͶȌ | - | ȋͳǤ͵ͲͲȌ |
| Transfers from construction in progress | - | ͵ͳʹ | 4.677 | - | (4.989) | - |
| ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳʹȋ"‡•–ƒ–‡†Ȍ | - | ͶͶʹǤͷͺͺ | ͵ͶͲǤʹʹ | ͳ͵ǤͶͺͷ | ͷʹǤͻͳ | ͺͶͻǤͲͻͲ |
| Acquisitions | ͳ͵Ͳ | - | ͳͺͶ | 576 | ͶǤͷʹ | ͷǤͷͶʹ |
| Advance payments | - | - | - | - | ʹ͵Ǥʹ͵Ͷ | ʹ͵Ǥʹ͵Ͷ |
| ‡–‹"‡‡–•ƒ††‹•''•ƒŽ• | - | - | ȋʹǤʹͷͲȌ | ȋ͵ͺ͵Ȍ | (75) | ȋʹǤͲͺȌ |
| Transfers into intangible assets | - | - | - | - | (67) | (67) |
| ‡…Žƒ••‹ˆ‹…ƒ–‹' | - | - | - | - | - | - |
| Transfers into construction in progress | - | - | ȋͳǤͲͺͶȌ | - | ͳǤͲͺͶ | - |
| Transfers from construction in progress | - | ͳǤ͵ | ͳͶǤͳͳͶ | ͵ | ȋͳͷǤͺͲȌ | - |
| ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳ͵ | ͳ͵Ͳ | ͶͶͶǤʹͷͳ | ͵ͷͳǤͳͻͲ | ͳ͵Ǥͺͳ | ͳ͵ͷǤͺ͵ͻ | ͻͶͷǤͲͻͳ |
| Accumulated depreciation and impairment: | ||||||
| ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳͳ | - | ͳǤʹͶ | ʹͲǤͺʹͲ | ͳͳǤͻ | ʹͷͻ | ͵ͺǤͲͷͲ |
| ‡'"‡…‹ƒ–‹'ˆ'"–Ї›‡ƒ" | - | ͳͳǤͷͲͻ | ͳͲǤͷͳͷ | ʹ | - | ʹʹǤͷͳ |
| ‡–‹"‡‡–•ƒ††‹•''•ƒŽ• | - | ȋʹǤͲʹͻȌ | ȋʹǤ͵ͻͻȌ | ȋͶ͵ͳȌ | - | (4.859) |
| Impairment for the year | - | ͳ͵ͳ | ͳͻͳ | ʹͲ | Ͷ͵Ͷ | 776 |
| Transferred accumulated depreciation of - intangible assets |
- | ȋʹͲʹȌ | ȋͳ͵Ȍ | - | ȋ͵͵ͻȌ | |
| ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳʹ | - | ͳǤͺͺͷ | ʹͳͶǤͻʹͷ | ͳͳǤͺ | ͻ͵ | ͶͲͶǤ͵ͻ |
| ‡'"‡…‹ƒ–‹'ˆ'"–Ї›‡ƒ" | - | ͳ͵ǤʹͺͶ | ͳͲǤͺͶ | 688 | - | ʹͶǤͷ |
| ‡–‹"‡‡–•ƒ††‹•''•ƒŽ• | - | - | ȋʹǤʹͶͻȌ | ȋ͵ͺʹȌ | - | ȋʹǤ͵ͳȌ |
| Impairment for the year | - | - | ͵ | - | - | ͵ |
| ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳ͵ | - | ͳͻͲ.ͳͻ | ʹʹ͵.͵ͻ | ͳʹ.ͳͺʹ | ͻ͵ | 4ʹ.ͶͶͳ |
|---|---|---|---|---|---|---|
| ‡–"''˜ƒŽ—‡ƒ•'ˆ͵ͳ‡…‡"‡" ʹͲͳͳ | - | ʹ͵ͺǤ͵ͻͺ | ͳʹǤͶͷ | ͳǤͷͶͳ | ͳǤͷͳʹ | ͵ͺ͵Ǥ͵ͻͻ |
| ‡–"''˜ƒŽ—‡ƒ•'ˆ͵ͳ‡…‡"‡" ʹͲͳʹ | - | ʹͷǤͲ͵ | ͳʹͷǤ͵Ͳͳ | ͳǤͲͻ | ͷʹǤͲͻ | ͶͶͶǤͳͳ |
| ‡–"''˜ƒŽ—‡ƒ•'ˆ͵ͳ‡…‡"‡" ʹͲͳ͵ | ͳ͵Ͳ | ʹͷͶǤͲͺʹ | ͳʹǤͻ͵ | ͳǤͶͻͻ | ͳ͵ͷǤͳͶ | ͷͳͺǤͷͲ |
ʹͲͳ͵ property, plant and equipment and accounted for the impairment of LTL ͵thousand for the ǤʹͲͳʹ
ʹͲͳ͵ǡ for the impairment of LTL ͵thousand for non- ǡ ʹͲͳʹǡ accounted for the impairment of LTL 776 thousand for non-current assets.
On ͵ͳʹͲͳ͵, ing projects; the following investment was made into the Liquefied Natural Gas Terminal project:
Liquefied natural gas terminal project. ͵Ͳ
ʹͲͳͳ· Nafta signed an Agreement with the Lead Adviser for ȋ Ȍǯ– ǤThe Ǯ· Nafta ʹ
ʹͲͳͳthe conclusion of the Agreement. The Agreement provides for the Lead Adviser during four years to prepare the technical development plan of the Project, assist in selection of technologies, perform actions in order to get obligatory permits, solve the matters related to the safety of the project, navigation as well as other issues associated with the technical implementation of the Project. ǡ – will produce business model of the Terminal, ǯǤ – ʹͲͳͶies. ͵ͳ ʹͲͳ͵ the construction in progress of LNG Terminal's project amounted to LTL 98,ͳʹ thousand
ȋ͵ͶǤͷͻͺʹͲͳʹȌ– the major part of which was payments of LTL 46,ͻͺͳ thousand paid according to the Agreement to the Leǯ as for legal and other research services, a compensation received from Klaipeda Seaport Authority. The cost of the pipeline construction amounted to LTL ͵͵ǡͻ8 thousand and the cost of construction amounted to LTL ͳͲǡͶͶ thousand
ʹͲͳ͵ the investment into oil ǯ amounted to LTL ͵ǡͲͶͻ thousand. The most important and largest investments ʹͲͳ͵ were as follows:
At the end of ʹͲͳ͵ the total value of the implemented s amounted to LTL ͵͵ǡʹͲͲ thousand (LTL ʹͶǤͷ͵ thousand of which ʹͲͳ͵ȌǤ In ʹͲͳͶ the construction of the mentioned new was actually completed and put into operation.
ǯerty, plant and equipment with the acquisition cost of LTL ͺʹǡ͵ͷthousand ͵ͳʹͲͳ͵ was completely depreciated (LTL ͺǡͳͶʹ͵ͳʹͲͳʹȌǡǡǤ
The Management of the Company has the following business segments:
Main indicators of the business segments of the Company included into the statement of comprehensive income for the financial year ͵ͳʹͲͳ͵͵ͳʹͲͳ͵ǡǣ
| ͵ͳ‡…‡"‡"ʹͲͳ͵ | KN | Total | ||
|---|---|---|---|---|
| ‡˜‡—‡•ˆ"'‡š–‡"ƒŽ…—•–'‡"• | - | ǤͲͻ | ͳʹͲǤʹͷͳ | ͳʹǤͺͲ |
| Profit beˆ'"‡‹…'‡–ƒš | ȋ͵Ǥ͵ͶȌ | ͳ.ʹ | ͶͲǤʹ͵ | ͵ͺǤ͵ʹͻ |
| Segment net profit (loss) | ȋ͵Ǥ͵ͶȌ | ͳ.Ͳͷ | ͵Ǥͺ | ͵ͷǤͶͻ |
| Interest revenue | - | - | ͵ʹͲ | ͵ʹͲ |
| –‡"‡•–‡š'‡•‡ | - | - | - | |
| ‡'"‡…‹ƒ–‹'ƒ†ƒ'"–‹œƒ–‹' | (65) | ȋʹ.ͺͲͳȌ | ȋʹʹǤͳʹʹȌ | ȋʹͶǤͻͺͺȌ |
| Impairment of assets | - | - | ȋ͵Ȍ | ȋ͵Ȍ |
| Net profit (loss) part in the associates | - | - | (669) | (669) |
| Acquisitions of non-current assets | ͵Ǥͻͳͻ | ʹͺͳ | ͵ͶǤͷͶ | 98.954 |
| Segment total assets | ͳͳͷǤͷͳͷ | ͶͻǤͳͲ | ͷͳͳǤͳͷͻ | ͷǤͺ͵Ͷ |
| Segment loan | ͷͳǤʹͳʹ | ͷͳǤʹͳʹ | ||
| Segment total liabilities | ͺͷǤʹͳ | ʹ.Ͳ | ͳͷǤͺͷ | ͳͲͶǤͳͺ͵ |
| ͵ͳ‡…‡"‡"ʹͲͳʹ | KN | Total | ||
| ‡˜‡—‡•ˆ"'‡š–‡"ƒŽ…—•–'‡"s | - | ʹǤʹͲ | ͳ͵Ǥʹͳ | ͳ͵ͺǤͺͺͳ |
| "'ˆ‹–"‡ˆ'"‡‹…'‡–ƒš | ȋͳǤͶͻȌ | ͷʹͳ | ͶͻǤ͵Ͷ | 48.758 |
| Segment net profit (loss) | ȋͳǤͶͻȌ | ͶͶ͵ | ͶʹǤͶͻͳ | ͶͳǤͶ͵ |
| Interest revenue | - | - | ͳǤͺͳ | ͳǤͺͳ |
| –‡"‡•–‡š'‡•‡ | - | - | - | - |
| ‡'"‡…‹ƒ–‹'ƒ†ƒ'"–‹œƒ–‹' | ȋͳͻȌ | ȋͲͳȌ | ȋʹʹǤʹͲȌ | ȋʹʹǤͻͻͲȌ |
| Net profit (loss) in associated companies Impairment of assets |
- - |
- (569) |
ͳͲͺ (ʹͲ) |
ͳͲͺ (776) |
| Acquisitions of non-current assets | ʹʹǤͶͳͺ | ͶͷǤͻʹͶ | ͳʹǤͷͷ | ͺͲǤͻͻ |
| Segment total assets | ͵ͶǤͺͻ | 45.687 | ͶͻǤ͵Ͷ | ͷͲǤͲͳͲ |
| Segment total liabilities | ʹ | ͷͶͲ | ʹʹǤʹͺ | ʹ͵Ǥͷͻͺ |
ͳ ʹͲͳʹ – – ǡ Ȁly of the liquefied natural gas. The ͳ
been forͳ͵ʹͲͳʹǤ
On 8 October ʹͲͳ͵ , in accordance with the agreement on subscription of shares concluded on ͳ ʹͲͳ͵ ǡ ǯs subsidiary, and , fully paid up all newly issued ordinary registered shares (ʹunitsȌ Ǥ
The capital of is regarded as increased upon registration of the amended Articles of Association of LITGAS in the procedure established by Lithuanian legal acts.
On ͳͷ ʹͲͳ͵ ǡ ǯ subsidiary, were registered in the . this day on it is considered that the capital has been increased . the increase in the capital, the Company is ͳȀ͵ǡand – ʹȀ͵ the shares and votes at the ǯ . ǡ ǡǤ
͵ͳʹͲͳ͵ǤThe Company did not have any other subsidiaries.
ͳͻ ʹͲͲ ͳ ͳͺͲͷͲͲǤʹͲͳͲ ͳͲͲ ͷͲͲ ȋͶ͵ ȌǤ ʹͲͳʹǡ increasing of capital the Company additionaͳʹͲͷͲͲȋͷͲ LTL).
The Company is entitled to appoint one of five board members ǡ influence. Therefore this investment was recorded using the equity method. Ǥ
ʹͲʹͲͳͳ ͵͵Ǥͳͷǡʹ ͳr value each. The total price of the new share issue as evaluated by independent appraisers ʹͲǡͲͲͳȋȌǤ͵͵ ǮǤ
The Company acquired additional ʹ ʹͲͳ͵. The Company purchased ͷʹǡͺͲͲ units of the newly issued ordinary registered shares ͳ. The total price of the new share issue as evaluated by independent appraisers ʹͶǡͲͲͲ ȋ -four thousand), of which the Company has paid LTL 66 thousand litas and the remaining part has been paid by other investors. At present SC DzKlaipedos dz owns ͵͵ percent of shares and Ǯ.
ͳLITGAS ͳʹͲͳʹǤ As of ͵ͳʹͲͳ͵ the Company owns ͳȀ͵ (ͳlion units) of the shares while – ʹȀ͵ the shares (ʹ units) and votes at the General Shareholders' Meeting of LITGAS (see note No. 6).
ǯ, and LITGAS is presented in the table below as ͵ͳʹͲͳ͵ǣ
| Sarmatia | ƒŽ–'''Ž | LITGAS | Total | |||||
|---|---|---|---|---|---|---|---|---|
| ʹͲͳ͵ | ʹͲͳʹ | ʹͲͳ͵ | ʹͲͳʹ | ʹͲͳ͵ | ʹͲͳʹ | ʹͲͳ͵ | ʹͲͳʹ | |
| Share of the associate's financial position |
||||||||
| Non-current assets | - | - | ͳ | 87 | ͷ͵ | - | ͳͳͶ | 87 |
| Current assets | ͳͻ | 78 | ͵ǤͶͳͳ | ͻͳͲ | 694 | - | ͵ͺǤͳʹ͵ | 988 |
| Non-current liabilities | (9) | - | ȋ͵Ȍ | (4) | - | - | ȋͳͳȌ | (4) |
| Current liabilities | - | - | ȋ͵ǤʹͳͲȌ | (486) | ȋʹȌ | - | ȋ͵Ǥʹ͵Ȍ | (486) |
| Capital | 10 | 78 | 259 | 507 | 720 | - | 989 | 585 |
| Sarmatia | ƒŽ–'''Ž | LITGAS | Total | |||||
|---|---|---|---|---|---|---|---|---|
| ʹͲͳ͵ | ʹͲͳʹ | ʹͲͳ͵ | ʹͲͳʹ | ʹͲͳ͵ | ʹͲͳʹ | ʹͲͳ͵ | ʹͲͳʹ | |
| Share of the associate's comprehensive income: |
||||||||
| Income | ʹ | ͵ | ͳͻ͵ | ͵ͻͲ | - | - | ͳͻͷ | ͵ͻ͵ |
| (Losses) | ȋ͵͵Ȍ | ȋ͵ͳȌ | ȋͷͲͷȌ | ȋ͵ͲȌ | ȋʹʹȌ | - | ȋͺͳͲȌ | ȋ͵͵Ȍ |
| Share of the associate's profit (loss) |
(31) | (28) | (312) | 84 | (272) | - | (615) | 56 |
Investments into associates, net value:
| Sarmatia | ƒŽ–'''Ž | LITGAS | Total | |||||
|---|---|---|---|---|---|---|---|---|
| ʹͲͳ͵ | ʹͲͳʹ | ʹͲͳ͵ | ʹͲͳʹ | ʹͲͳ͵ | ʹͲͳʹ | ʹͲͳ͵ | ʹͲͳʹ | |
| Book value in the beginning of the year |
78 | 5 | 507 | 422 | - | - | 585 | 427 |
| Acquisitions during the year | - | ͷͲ | 66 | - | ͳͲͲͲ | - | ͳǤͲ | ͷͲ |
| Change in value | 7 | - | - | - | - | - | 7 | - |
| ƒŽ—‡…'""‡…–‹' | (44) | ͷͲ | ȋʹȌ | ͳͷ | - | - | (46) | 65 |
| Change in value | ȋ͵ͳȌ | ȋʹȌ | ȋ͵ͳʹȌ | Ͳ | ȋʹͺͲȌ | - | ȋʹ͵Ȍ | Ͷ͵ |
| Book value in the end of the year |
10 | 78 | 259 | 507 | 720 | - | 989 | 585 |
| ͵ͳ-ͳʹ-ʹͲͳ͵ | ͵ͳ-ͳʹ-ʹͲͳʹ | |
|---|---|---|
| Oil products for sale | 796 | ͵ʹ |
| Spare parts, construction materials and other inventories | ͵ͷͻ | ʹ |
| ͳǤͳͷͷ | ͳǤͳ͵Ͷ |
͵ͳʹͲͳ͵ the Company had accounted write-off of inventories in the amount of LTL ͷǡͺͲͺthousand (LTL ǡͳͺ ͵ͳʹͲͳʹ), that have been written off down to the net Ǥ-off the inventories to the net value if they are not used for more than 6 months.
Write-off has been accounted for mostly construction materials and spare parts, which were not used during the reconstruction ȋͳͻͻ– ʹͲͲͷȌ.
Write-͵Ͳ ͵ͳʹͲͳ͵ ȋ͵ͳember ʹͲͳʹ - LTL ͳͺͺ Ȍprofit (loss).
͵ͳʹͲͳ͵ the Company stored ͳͳͷǤthousand tons of oil products delivered for transshipment (ͳͶͺǤʹ͵ͳʹͲͳʹ). Such oil products are not ǯǡ are accounted for in the off-balance sheet accounts as the Company has no ownership rights into oil products.
Oil products for sale are energy products collected i Ǥ͵ͳʹͲͳ͵ the Company stored ͵ǡͷʹʹ ȋ͵ͳʹͲͳʹ – ͳǡͳʹtons).
| ͵ͳ-ͳʹ-ʹͲͳ͵ | ͵ͳ-ͳʹ-ʹͲͳʹ | |
|---|---|---|
| ‡…‡‹˜ƒ"އ•ˆ'"–"ans-shipment of oil products and other related services | ͳͳǤͳͺ | ͳ͵Ǥͷͻ |
| Less: impairment allowance | ȋͳͳȌ | - |
| ͳͳǤͲͷʹ | ͳ͵Ǥͷͻ |
Trade and other receivables are non-interest bearing and are generally on 6 - ͳͷs.
͵ͳʹͲͳ͵ͺǡͷͷȋ͵ǡͲͳʹ thousand – ͵ͳʹͲͳʹȌǤ
ͳͳǡǡts to recover this sum. Trade and other accounts receivable are written off when the management is certain that the amount will not be recovered.
͵ͳʹͲͳ͵ ʹͲͳʹ is as follows:
| Trade and other receivables neither past due nor impaired |
Trade receivables past due but not impaired | |||||||
|---|---|---|---|---|---|---|---|---|
| ‡••–Šƒ͵Ͳ | Ͳ– 89 | ͻͲ– ͵ͷͻ | More than | |||||
| days | ͵Ͳ– 59 days | days | days | ͵Ͳ†ƒ›• | ||||
| ʹͲͳ͵ ͳͳǤͲͳʹ |
ͳʹ | ʹ | ͳ | - | - | ͳͳǤͲͷʹ | ||
| ͳͳ.Ͳ ʹͲͳʹ |
ʹǤͶͻͶ | ͳͻ | - | - | - | ͳ͵Ǥͷͻ | ||
| ʹͲͳͳ ͶǤʹʹ͵ |
͵ | - | - | ͵ͻ | - | ͶǤ͵͵ͷ |
With respect to trade receivables that are neither impaired nor past due, there are no indications as of the reporting date that the debtors will not meet their payment obligations since the Company trades only with , creditworthy third parties.
| ͵ͳ-ͳʹ-ʹͲͳ͵ | ͵ͳ-ͳʹ-ʹͲͳʹ | |
|---|---|---|
| Long-term accrued income | ʹǤ | |
| Long-term receivables | ʹǤ | |
| Short-term accrued income | 978 | ʹǤ͵ͳͷ |
| "‡…‡‹˜ƒ"އ | ͳͳǤͳʹ | ͳǤͳͷ |
| Accrued interest on term deposits | - | 46 |
| Other receivables | ͳǤͷͻͺ | 78 |
| ͳ͵.Ͳ͵ | ͶǤͳͷͶ | |
| Less: impairment allowance | - | ȋͳ͵Ȍ |
| Short-term receivables | ͳ͵.Ͳ͵ | ͶǤͳͶͳ |
Change in allowance for receivables for the years ʹͲͳ͵ ʹͲͳʹ profit (loss).
ʹͲͳʹ concluded LNGT construction agreements.
| ͵ͳ-ͳʹ-ʹͲͳ͵ | ͵ͳ-ͳʹ-ʹͲͳʹ | |
|---|---|---|
| ‡••‹''ˆ"‹‰Š–•‹‡•‡''"ƒ | ͳͲͲ | ͳͲͲ |
| Loƒ–'Ƿ~ƒ˜‡•›•Dz | ͵ͷͶ | ͵ͷ |
| Less: impairment allowance for receivables | (454) | (457) |
| Total loans and receivables | - | - |
| Short-term deposits | ||
| ˜‡•–‡–•‹–'–Ї•–ƒ–‡‰'˜‡"‡–"'†•'ˆ–Ї‡'—"Ž‹…'ˆ‹–Š—ƒ‹ƒ | - | 9.474 |
| Investments into the governme–"'†•'ˆ‹–Š—ƒ‹ƒ"ƒ• | ͵ͲǤͳͶ | ͵ǤͲ |
| Total investments held-to-maturity | ͵ͲǤͳͶ | ͳ͵Ǥʹ͵Ͷ |
| Current part | ͵ͲǤͳͶ | ͳ͵Ǥʹ͵Ͷ |
| Total other financial assets | ͵ͲǤͳͶ | ͳ͵Ǥʹ͵Ͷ |
| Carrying values of other financial assets are denominated in the following currencies: |
| Currency | ͵ͳ-ͳʹ-ʹͲͳ͵ | ͵ͳ-ͳʹ-ʹͲͳʹ |
|---|---|---|
| ͳ7.955 | ͳͲǤͶͺ | |
| LTL | ͳʹǤͳͻͳ | ʹǤͷͺ |
| ͵ͲǤͳͶ | ͳ͵Ǥʹ͵Ͷ | |
ʹͶ
ʹͲͲ͵Dzdz, as a part of settlement for the shares acquired, transferred to the Company the right ͻͷǡʹȋʹǡʹͶ͵Ȍ DzdzǤ ͳͲͲ Ǥ ǯ ͳͲͲΨǤ
The Company is implementing new policies of free funds investments of the Company aimed at investment transactions with reliable (long- -ǡ Ȍ instruments not only in Lithuania but also abroad. The investment policies give priority to investments in Lithuania and only if there is no other alternative - in foreign countries. Investment possibility into the securities of the Lithuanian Government has also been provided for. The Company has not acquired the s ʹͲͳ͵ (did not acquire ʹͲͳʹ), which the payoff maturity term is longer than one financial year.
͵ͳʹͲͳ͵͵ͲǡͳͶȋ͵ǡͲ– iʹͲͳʹȌ ͳʹͲȋͶͷ– ʹͲͳʹȌͲǤͶͷΨǤ
securities and term deposits, classified as investments held to maturity.
| ͵ͳ-ͳʹ-ʹͲͳ͵ | ͵ͳ-ͳʹ-ʹͲͳʹ | |
|---|---|---|
| ƒ•Šƒ–"ƒ | 89.895 | Ǥʹʹͳ |
| Short-term deposits | - | ͳʹǤͳ͵ |
| 89.895 | ͻǤͺ͵Ͷ |
Ǥ͵ͳʹͲͳ͵ the Company did not ǡʹͲͳʹ ͳʹǡͳ͵ ͲǤͻͷΨǤ ͵ͳ ʹͲͳ͵he Company had no Government bonds of foreign countries (did not have ʹͲͳʹ).
Calculated values of cash and cash equivalents are denominated in the following currencies:
| Currency | ͵ͳ-ͳʹ-ʹͲͳ͵ | ͵ͳ-ͳʹ-ʹͲͳʹ |
|---|---|---|
| ͺͳ.ʹͲ | ʹʹǤͷʹ͵ | |
| LTL | 8.ʹͷ | ͷǤ͵ͳͳ |
| 89.895 | ͻǤͺ͵Ͷ |
The quality of cas - term borrowing ratings:
| ͵ͳ-ͳʹ-ʹͲͳ͵ | ͵ͳ-ͳʹ-ʹͲͳʹ | |
|---|---|---|
| AA - | ͵Ǥͺʹ | ͵ |
| A + | ͷǤ͵ͷͻ | Ǥʹͳͺ |
| A | - | ͳʹǤͳ͵ |
| Ϊ | - | ǤͲʹͻ |
| - | ǤʹͲͷ | |
| ͳʹͲǤͲͶͳ | ͻ͵ǤͲ8 | |
T securities and investments, classified as investments held to maturity.
ʹͲͳ͵of the Company was not increased. ʹͲͳʹ ͵ͺǡͲǯȋͳȌǡper share issue price of LTL ͳǤ͵ͷ. The ǯetary and non-monetary contributions of the shareholders.
| Share capital | Share premium | |
|---|---|---|
| •'ˆ͵ͳ‡…‡"‡"ʹͲͳͳ | ͵ͶʹǤͲͲͲ | - |
| Non-monetary contributions | ͵͵Ǥͻ | ͳͳǤͻͶ |
| Monetary contributions | ͶǤͻͲͻ | ͳǤͳͺ |
| •'ˆ͵ͳ‡…‡"‡"ʹͲͳʹ | ͵ͺͲǤͲ | ͳ͵Ǥͷͳʹ |
| Monetary and non-monetary contributions | - | - |
| •'ˆ͵ͳ‡…‡"‡"ʹͲͳ͵ | ͵ͺͲǤͲ | ͳ͵Ǥͷͳʹ |
A legal reserve is a compulsory reserve under Lithuanian legislation. Annual transfers of not less than 5 percent of net profit, ǡͳͲnt of the share capital.
DzKlaipedos dz ͵Ͳ ʹͲͳ͵ǡ o appropriate Companyǯ amounted to LTL ͶͳǤͲͲ thous. LTL ȋͳͳǤͺ) as follows:
| LTL | ||
|---|---|---|
| ‡–ƒ‹‡†'"'ˆ‹–‹–Ї"‡‰‹‹‰'ˆ–Їˆ‹ƒ…‹ƒŽ›‡ƒ"ȋͲͳ-Ͳͳ ʹͲͳʹȌ |
ͲǤͻ5 | ʹͲǤͷͲ4 |
| ‹˜‹†‡†•†‡…Žƒ"‡† | (5Ǥͻͺͳ) | ȋͳǤͷͲ͵) |
| Transfers to reserves | ȋͳͶǤʹͶͷ) | ȋͶǤͳʹ6) |
| Annual financial operating income, net | ͶͳǤͶ͵7 | ͳʹǤͲͲͳ |
| Total distributable profit: | 41.006 | 11.876 |
| Profit distributed to legal reserves | ʹǤͲͷͲ | 594 |
| Profit appropriated for payment of dividends | ͶͳͲ | ͳͳ9 |
| Profit distributed to other reserves | ͵ͺǤͷͶ6 | ͳͳǤͳ͵ |
| ‡–ƒ‹‡†'"'ˆ‹–‹–Ї‡†'ˆ–Їˆ‹ƒ…‹ƒŽ›‡ƒ"ȋ͵ͳ-ͳʹ-ʹͲͳ͵) | - | - |
Ǥǯ made providing the possibility to buy up own shares.
ȋȌ ǯ g on profit distribution. These reserves can be used only for ǯMeeting. The largest portion of the ǯǤ
͵ͳʹͲͳ͵ent of termination benefits to the employees terminating the employment ͺ͵ȋͺͳ– ʹͲͳʹȌǣ
| Pension benefit liability for | ||
|---|---|---|
| ʹͲͳ͵ | ʹͲͳʹ | |
| Start of period | ͺͳ | 785 |
| Calculated per year | ͳʹͻ | 78 |
| Paid per year | ȋͳͲͺȌ | (47) |
| †'ˆ'‡"‹'† | ͺ͵ | ͺͳ |
The main preconditions applied to assess long-term employee benefit liability are presented below:
| ͵ͳ-ͳʹ-ʹͲͳ͵ | ͵ͳ-ͳʹ-ʹͲͳʹ | ||
|---|---|---|---|
| ‹•…'—–"ƒ–‡ | ͵ǡͻΨ | ͶǡͲͲΨ | |
| Staff turnover rate | 5% | 4 % | |
| —–—"‡•ƒŽƒ"›‹…"‡ƒ•‡• | ͵Ψ | ͵Ψ | |
| ͳ5 | Loan | ||
| ͵ͳ-ͳʹ-ʹͲͳ͵ | ͵ͳ-ͳʹ-ʹͲͳʹ | ||
| —"''‡ƒ˜‡•–‡–ƒǯ•Ž'ƒ | ͷͳǤʹͳʹ | - | |
| Payable loan interest | ͳ͵Ͷ | - |
A credit ͻ
ʹͲͳ͵was ͺǡͲͲͲ implement LNGT project. According to the contrǡ ͷͲΨ Ǥ According to the contract, credit term is up to ʹͲǡǡ in payment offers. The contract also provides t ͳͷ,ͲͲͲthousand, and the whole credit sum must be paid to the Company over no more than 6 payments. The performance of ͳͲͲΨ ǯ financial liabilities is ensured by the State Guarantee.
ʹͲʹͲͳ͵ǡͳͷǤͲͲͲǤ ʹͲȀͳʹȀʹͲͳͺ ʹͲȀͳʹȀʹͲ͵͵ ͳͷ,ͲͲͲ thousand, the loan must be repaid over ͳ payments. The in payment offer: ͵months Ϊ margin. The interest is paid quarterly. ̵ǡǤ
| ͵ͳ-ͳʹ-ʹͲͳ͵ | ͵ͳ-ͳʹ-ʹͲͳʹ | |
|---|---|---|
| Payable to contractors | ʹͲǤͳͶͲ | ͳǤͻͺͷ |
| Payable for rent of land | ͷͲ | ͷͲͶ |
| Payable for railway services | ͳͻͲ | 594 |
| Other trade payables | ͶǤʹͲ | ͶǤͲͶ |
| ʹͷǤͳͺͻ | Ǥͳͷ |
Trade payables are non-interest bearing and ͵Ͳ-day payment terms. ͵ͳ ʹͲͳ͵ trade payables of LTL ͳͶǡͺͷȋ87 thousand – ʹͲͳʹ).
ͷͳǤ͵Ͷ -
͵ͳʹͲͳ͵ ǯǡelated to labor relations, were basically comprised of vacation reserve of LTL ͳǡ954 ǡͻͶͲ ͳǡͺʹ ȋ ͵ͳ ʹͲͳʹ ǯ ǡ labor relations, were mainly ͳǡͷͲ thousand, ͺͺand accrued ͳǡʹͲͲlts).
In accordance with national allocation plan for emission allowances for the ʹͲͳ͵ǡ the Company was allocated ʹͳǡ͵ͺ emission allowances for ʹ emission, which are not changed upon changed needs.
are accounted for when evaluating the deficit between the emission allowances allocated under the national allocation plan for emission allowances and the actual pollution for the particular year. The quantity of used emission allowances is audited by nal auditors each year.
| ‹••‹'…'‹–‡– | |
|---|---|
| •'ˆ͵ͳ‡…‡"‡"ʹͲͳͳ | Ͷͻ͵ |
| Calculated per year | (544) |
| Offsetting of bought emission allowances | ʹͳͷ |
| •'ˆ͵ͳ‡…‡"‡"ʹͲͳʹ | ͳͶ |
| Calculated per year | - |
| Offsetting of bought emission allowances | ͳͶ |
| As 'ˆ͵ͳ‡…‡"‡"ʹͲͳ͵ | - |
Prospective emission allowances allocation and consumption (units) ʹͲͳ͵ and the following periods:
| ʹͲͳ͵ | ʹͲͳͶ | ʹͲͳͷ | ʹͲͳ | ʹͲͳ | ʹͲͳͺ | ʹͲͳͻ | ʹͲʹͲ | Total | |
|---|---|---|---|---|---|---|---|---|---|
| Allocated * | ʹͳǤ͵ͺ | ͳͻǤͳʹ͵ | ͳǤͻ͵ͻ | ͳͶǤͺʹͲ | ͳʹǤ | ͳͲǤͺͲ | 8.858 | ǤͲͲ | ͳͳͳǤͳ |
| Planned to be used | ȋͳͺǤʹ͵ͻȌ | ȋͳͺǤͲͲͲȌ | ȋͳͺǤͲͲͲȌ | ȋͳͺǤͲͲͲȌ | ȋͳͺǤͲͲͲȌ | ȋͳͺǤͲͲͲȌ | ȋͳͺǤͲͲͲȌ | ȋͳͺǤͲͲͲȌ | ȋͳͶͶǤʹ͵ͻȌ |
allowances allocation and consumption (units) ʹͲͳʹ and the previous periods:
| ʹͲͲͺ | ʹͲͲͻ | ʹͲͳͲ | ʹͲͳͳ | ʹͲͳʹ | Total | |
|---|---|---|---|---|---|---|
| Allocated * | ͳͻǤͻͳ | ͳͻǤͻʹ | ͳͻǤͻʹ | ͳͻǤͻͳ | ͳͻǤͻͳ | 98.457 |
| Consumed | ȋʹͻǤʹͶͳȌ | ȋʹͷǤͳͻȌ | ȋʹͺǤ͵ʹͷȌ | ȋʹǤͻ͵Ȍ | ȋʹ͵ǤͺͷͳȌ | ȋͳ͵ͶǤͺʹͻȌ |
| Purchased and consumed | - | - | ͳͲǤͲͲͲ | - | ͷǤͷ͵ | ͳͷǤͷ͵ |
| Purchased | - | - | - | ͻǤͲͲͲ | - | ͻǤͲͲͲ |
* planned to be allocated by the national allocation plan.
ʹͳ ʹͳǡ͵ͺǤʹͲͳ͵Ǥ
| ͵ͳ-ͳʹ-ʹͲͳ͵ | ͵ͳ-ͳʹ-ʹͲͳʹ | |
|---|---|---|
| ……"—‡†‡š'‡•‡• | ͳ͵Ǥͳ | ͳǤͳ͵ͳ |
| ƒš'ƒ›ƒ"އ'"‡ƒŽ‡•–ƒ–‡ | ͵ʹͳ | ͵Ͳͻ |
| Other liabilities | ͳǤͲ͵͵ | ͵Ͷʹ |
| ͳ5.Ͳͳͷ | ͳǤͺʹ |
Other liabilities are non-interest bearing and have an average term of one month.
͵ͳ ʹͲͳ͵ǡ Ǥ liǮing ͳʹǡͻʹͺ have been calculated according to ǡ
ǡʹͲͳͶ, ǡ actually carried out ʹͲͳ͵Ǥ
| ʹͲͳ͵ | ʹͲͳʹ | |
|---|---|---|
| Sales of oil transshipment services | ͳʹ͵Ǥͻͳ | ͳ͵ͳǤͷͶ͵ |
| Sales of heavy oil products collected in –Їƒ•–‡ƒ–‡""‡ƒ–‡– ƒ…‹Ž‹–‹‡• | - | ͵Ǥʹ͵͵ |
| ‡˜‡—‡•ˆ'"•–'"ƒ‰‡'ˆ'‹Ž'"'†—…–• | ʹǤͺ | ʹǤͺͷ |
| Other sales related to transshipment | ͳͲʹ | ͳǤ͵ʹͲ |
| ͳʹǤ8Ͳ | ͳ͵ͺǤͺͺͳ |
ǤǤ ʹͲͳͶ transshipment of about 4 million tons of heavy oil products through Klaipeda Seaport throughout the duration of the contract. The contract is beneficial to Dz-or-dzdz ǯns.
Other sales income related to transshipment include services of moorage, sales of fresh water, transportation of crew and other transshipment-related income.
| ʹͲͳ͵ | ʹͲͳʹ | |
|---|---|---|
| ‡'"‡…‹ƒ–‹'ƒ†ƒ'"–‹œƒ–‹' | ʹͶǤͶʹʹ | ʹʹǤͲͻ |
| Natural gas | ͳͶǤͷͷͷ | ͳͻǤͶͲ |
| Wages, salaries and social security | ͳͺǤͷͻͶ | ͳǤͺͶͷ |
| ƒ‹Ž™ƒ›•‡"˜‹…‡• | 4.568 | ǤͲ͵Ͷ |
| އ…–"‹…‹–› | 5.576 | ͷǤ͵ͳ |
| ‡–'ˆŽƒ†ƒ†"—ƒ›• | ʹǤͳͲͲ | ʹǤͲͶ |
| Cost of sold inventories | - | ͳǤͶͲ |
| ‡'ƒ‹"ƒ†ƒ‹–‡ƒ…‡'ˆ'-current assets | ͳǤͺʹͲ | ͳǤͺͶͺ |
| ƒš'"‡ƒŽestate | ͳǤʹʹ | ͳǤʹͲͺ |
| Insurance of assets | ͳǤ͵ʹͳ | ͳǤͳͶͺ |
| ‡"˜‹…‡•ˆ'"–ƒ‡"• | ͷʹͶ | 596 |
| Inventories for resale | - | 547 |
| '"•ƒˆ‡–›…'•–• | ͶͲ͵ | ͵ʹ͵ |
| ‹••‹'"‹‰Š–•‡š'‡•‡• | ͵ | ȋ͵ʹͻȌ |
| Other | ͻͲ | ͳǤͲ͵ͷ |
| 76.Ͳͺͻ | ͺͳǤ͵͵ | |
| ʹͲͳ͵ | ʹͲͳʹ | |
|---|---|---|
| Salary, social security | Ǥ͵ͻͳ | ͷǤʹʹ |
| Consulting and legal costs | ͳǤͳͲ | ͳǤʹͳ |
| Impairment | ͵ | 776 |
| Communication | Ͷ͵ | ͷͲ |
| Charity | 785 | 596 |
| ‡'"‡…‹ƒ–‹'ƒ†ƒ'"–‹œƒ–‹' | 458 | ʹͺͻ |
| 𒇐•‡•ˆ'"—•‹‡••–"‹'• | ʹͶ | ʹͷ͵ |
| 𒇐•‡•ˆ'""‡ˆ"‡•Ї"…'—"•‡• | ʹ͵ͻ | ʹʹʹ |
| 𒇐•‡•"‡Žƒ–‡†–'–Їƒƒ‰‡‡–'ˆ•‡…—"‹–‹‡• | ͳʹ | ʹͲ |
| ‡'ƒ‹"ƒ†ƒ‹–‡ƒ…‡'ˆ'-current assets | ͳ͵ | ͳͶ |
| ‡'"‡•‡–ƒ–‹'ǡƒ†˜‡"–‹•‹‰ | ͳͺͳ | ͳͷʹ |
| Communication costs | ͳͷ | ͳͲͻ |
| ‡…"‡ƒ•‡'ˆ"—›‡"•Ǯ†‡"–• | ͳͳ | - |
| Other | ͳǤͲͳͻ | ͻʹ |
| ͳʹǤͲ | ͳͲǤ͵Ͷ | |
Ǥ
| ʹͲͳ͵ | ʹͲͳʹ | ||
|---|---|---|---|
| Interest income | ͵ʹͳ | ͳǤͺͳ | |
| ‹‡•…'ŽŽ‡…–‡† | ͵Ͷ | ͵Ͳ | |
| ‹ƒ…‹ƒŽ‹…'‡ǡ–'–ƒŽ | 695 | ͳǤͺͶ | |
| ȋ'••‡•Ȍˆ"'…—""‡…›‡š…Šƒ‰‡ | (99) | ȋͳͳͷȌ | |
| –Ї"ˆ‹ƒ…‹ƒŽƒ…–‹˜‹–›ȋ‡š'‡•‡•Ȍ | (7) | ȋͳȌ | |
| ‹ƒ…‹ƒŽƒ…–‹˜‹–›‡š'‡•‡•ǡ–'–ƒŽ | ȋͳͲȌ | ȋͳͳȌ | |
| ‹ƒ…‹ƒŽ"‡•—Ž–ǡ–'–ƒŽ | 589 | ͳǤ͵ͳ | |
| ʹͶ | …'‡–ƒš | ||
| ʹͲͳ͵ | ʹͲͳʹ | ||
| …'‡–ƒš'ˆ–Ї›‡ƒ" | ʹǤͻͶͲ | Ǥͺ͵ |
|---|---|---|
| …'‡–ƒšƒ†Œ—•–‡–'ˆ–Ї'"‡˜‹'—•›‡ƒ" | - | - |
| Payable ‹…'‡–ƒš‡š'‡•‡ | ʹǤͻͶͲ | Ǥͺ͵ |
| ‡ˆ‡""‡†–ƒš‡š'‡•‡ | ȋʹͲȌ | ȋͷͳͷȌ |
| …'‡–ƒš‡š'‡•‡"‡…'"†‡†‹–Їprofit (loss) | ʹǤͺͲ | Ǥ͵ʹͳ |
ʹͲͳ͵ʹͲͳʹǣ
| ʹͲͳ͵ | ʹͲͳʹ | |
|---|---|---|
| ……'—–‹‰'"'ˆ‹–"‡ˆ'"‡–ƒš | ͵ͺǤ͵ʹͻ | 48.758 |
| ''Ž›‹‰ͳͷΨ'"'ˆ‹––ƒš"ƒ–‡'ˆ–Ї''ƒ› | 5.749 | Ǥ͵ͳͶ |
| ‡†—…–‹"އ‡š'‡•‡•'ˆ‹…'‡–ƒšȋ…Šƒ"‹–›Ȍ | ȋͳͳͺȌ | (89) |
| ˜‡•–‡–'"'Œ‡…–•ǯ"‡Ž‹‡ˆ | ȋʹǤͻ͵ͻȌ | - |
| …"‡ƒ•‹‰‡š'‡•‡•'ˆ‹…'‡–ƒš | (676) | - |
| Other non-†‡†—…–‹"އ‡š'‡•‡• | ͻʹͶ | 96 |
| ''Ž›‹‰ͳͷΨ‡ˆˆ‡…–‹˜‡‹…'‡–ƒš | ʹǤͻͶͲ | Ǥ͵ʹͳ |
| ˆˆ‡…–‹˜‡"ƒ–‡ | 7,7% | ͳͷǡͲͳΨ |
ǣ
| Statement of Comprehensive | ||||
|---|---|---|---|---|
| –ƒ–‡‡–'ˆ ‹ƒ…‹ƒŽ''•‹–‹' | income | |||
| ʹͲͳ͵ | ʹͲͳʹ | ʹͲͳ͵ | ʹͲͳʹ | |
| Impairment of non-current assets | ͳǤʹʹͲ | ͳǤʹͳͷ | (5) | ȋͳͳȌ |
| ……‡Ž‡"ƒ–‡††‡'"‡…‹ƒ–‹'ˆ'"–ƒš'—"''•‡• | ͻ͵ | ͻ͵ | ͵ | Ͷ͵ |
| Write-offs of i˜‡–'"‹‡•–'"‡ƒŽ‹œƒ"އ˜ƒŽ—‡ | ͺͳ | ͻʹͷ | 54 | ȋʹͺȌ |
| Accrued annual bonuses | ʹͻ | ͳ͵ | ȋͳͲȌ | 7 |
| Accrued emission rights | - | Ͷ͵ | Ͷ͵ | ͺͳ |
| Long-term employee benefit liability | ͳʹ | ͳʹʹ | (4) | (5) |
| ƒ…ƒ–‹'"‡•‡"˜‡ | Ͳ | ͳ | (9) | ȋͳȌ |
| Other temporary differences | ͳͺ | ͵ | ȋͳͷȌ | - |
| ••'…‹ƒ–‡•ǯ‡"—‹–›‡–Š'† | 75 | ȋʹͷȌ | ȋͳͲͲȌ | ͳ |
| Oil products | - | - | - | ȋͳʹ͵Ȍ |
| Impairment of receivables | 455 | 458 | (68) | (69) |
| Accrued income | ȋͶͳȌ | ȋͳͲͷȌ | ͵ͳͳ | ͳͲͷ |
| Investment incentive of non-current assets | ȋͳͲǤͳͳͷȌ | ȋͳͲǤͷͻȌ | (465) | (478) |
| ‡ˆ‡""‡†‹…'‡–ƒš‡š'‡•‡•Ȁȋ‹…'‡Ȍ"‡…'‰‹œ‡• in profit (loss) |
ȋʹͲ) | ȋͷͳͷȌ | ||
| ‡ˆ‡""‡†‹…'‡–ƒšƒ••‡–•ȀȋŽ‹ƒ"‹Ž‹–‹‡•Ȍǡ‡– | ȋǤͻ͵ͷȌ | ȋǤͳͻͶȌ |
͵ͳʹͲͳ͵ the Company did not LTL 68 thousand (LTL 69 thousand – ʹͲͳʹ) of as Ǥ liability are set-Ǥ
͵ͳʹͲͳ͵ ʹͲͳʹ the Company has used the ͳͷΨǤ
Ǥ earnings per share equal to basic earnings per share as the Company has no instruments issued that could dilute shares issued. ǣ
| ʹͲͳ͵ | ʹͲͳʹ | |
|---|---|---|
| Net profit attributable to shareholders | ͵ͷǤͶͻ | ͶͳǤͶ͵ |
| Weighted average number of ordinary shares (thousand) | ͵ͺͲǤͲ | ͵ͳǤͳͻͺ |
| ƒ"‹‰• and reduced earnings per share (in LTL) | ͲǡͲͻ | Ͳǡͳͳ |
| ‹˜‹†‡†s ʹ |
||
| ʹͲͳ͵ | ʹͲͳʹ | |
| ‹˜‹†‡†•†‡…Žƒ"‡† | ȋͶͳͲȌ | ȋͷǤͻͺͳȌ |
| Weighted average number of shares (thousand) | ͵ͺͲǤͲ | ͵ͳǤͳͻͺ |
| ‹˜‹†‡†•†‡…Žƒ"‡†'‡"•Šƒ"‡ȋ‡š'"‡••‡†‹'‡"•Šƒ"‡Ȍ | ͲǡͲͲͳ | Ͳǡͳ |
T Ǯ ͵Ͳ ʹͲͳ͵ ʹͲͳʹ ͶͳͲʹͲͳʹǤ
The remaining amount of declared dividends to the shareholders, who were not found according to the stated addresses, is DzdzDzdz ͵ͳʹͲͳ͵Ǥ͵ͳʹͲͳ͵ nding amount of dividends not paid during the previous financial year amounted to LTL ͳʹȋʹͲͳʹǣ͵ͻ thousand).
The Company has significant concentration of trading counterparties. Trade receivables from the main customer of the Company – dzdz– ͵ͳʹͲͳ͵ ͳ Ψȋ͵6% ͵ͳʹͲͳʹȌǡDz ǤǤdz- 7 Ψ ͵ͳ ʹͲͳ͵ (about ͵ Ψ ͵ͳ ʹͲͳʹȌ ǯ ǤDzdzͳͲǡDzdz S.A. – 7 calendar days, State Dz t pdz– ʹͲcalendar days, Dz
dzǡDzdz– up ͳͷǡ whereas the usual payment terms for all other customers is ͷǤ ǯustomers is managed by a continuous monitoring of outstanding balances.
ǯ .
The Company does not guarantee obligations of other parties. ǡǡǡ sition. Consequentlǡ ǡ allowance for doubtful accounts and cash and other short-term deposits at the date of S Ǥ
The Company trades only with third parties, so there is no requirement for collateral.
ǯǤ
ǮǤǮcted by long-ǤǡǤ Interest rate ǡͳͲͲΨǯ Guarantee.
The ǯǤThe Company holds money and time deposits on the accounts of Ǥ ǡ ratings provided by the foreign rating agents.
ǤǤǤ. Ǥǡ ǡ huanian litas.
ǯ of committed credit facilities to meet its commitments at a given date in accordance with its strategic plans.
The ǯȋȀȌȋȋ- ȌȀ Ȍ͵ͳʹͲͳ͵ were ͵.Ͷ͵and ͵.ͶͲ, respectively (7Ǥʹͳ and 7Ǥͳ͵͵ͳʹͲͳʹ).
̵Ǥ̵rate ǡ̵atio of the Company is ͳǤʹͲͳ͵ ʹͲͳʹ ǯassumed financial commitments ʹͲͳ͵ȋʹͲͳʹȌǡ and accumulates cash funds for the performance of its strategic objectives.
| ‡•‹†—ƒŽ value |
On demand | Less than ͵'–Šs |
͵–'ͳʹ Months |
ͳ–'ͷ years |
More than 5 years |
Total | |
|---|---|---|---|---|---|---|---|
| Trade and other payables | Ǥͳͷ | - | Ǥͺ͵ͳ | ͵ʹ | - | - | Ǥͳͷ |
| ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳʹ | Ǥͳͷ | - | Ǥͺ͵ͳ | ͵ʹ | - | - | Ǥͳͷ |
| Trade and other payables | ʹͷǤͳͺͻ | - | ʹͷǤͲͳʹ | ͳ | ʹͷǤͳͺͻ | ||
| Loan | ͷͳǤͻʹ | - | ͳ͵Ͷ | ͶͲʹ | ʹǤͺͲ | 55.544 | ͷͺǤͲ |
| ƒŽƒ…‡ƒ•'ˆ͵ͳ‡…‡"‡"ʹͲͳ͵ | 7Ǥͳͳͷ | - | ʹͷǤͳͶ | 579 | ʹǤͺͲ | 55.544 | ͺ͵ǤͻͶͻ |
The table below ǯ͵ͳʹͲͳ͵ǡʹͲͳʹ contractual undiscounted payments.
LTL ͳǡ͵ͷ thousand of the LTL ʹͷǡͲͳʹ thousand amount is the retention amounts under contracts, which are paid for when all eted. There is no possibility to forecast these payment terms. ͷͳǡͻʹǡͻͺͳǤ
ǯrade and other receivables, trade and other payables, non-current and current borrowings as well as investments held-to-maturity.
̵ length transaction, other than in forced or liquidation sale.
ǯ hat are carried in the financial statements:
| Carrying amount | ƒ‹"˜ƒŽ—‡ | |||||
|---|---|---|---|---|---|---|
| ʹͲͳ͵ | ʹͲͳʹ | ʹͲͳͳ | ʹͲͳ͵ | ʹͲͳʹ | ʹͲͳͳ | |
| Financial assets | ||||||
| Cash | 89.895 | ͻǤͺ͵Ͷ | ͺǤͳͺͲ | 89.895 | ͻǤͺ͵Ͷ | ͺǤͳͺͲ |
| Trade receivables | ͳͳǤͲͷʹ | ͳ͵Ǥͷͻ | ͶǤ͵͵ͷ | ͳͳǤͲͷʹ | ͳ͵Ǥͷͻ | ͶǤ͵͵ͷ |
| Other financial assets | ͵ͲǤͳͶ | ͳ͵Ǥʹ͵Ͷ | ͳͳǤͷͺʹ | ͵ͲǤͳͶ | ͳ͵Ǥʹ͵Ͷ | ͳͳǤͷͺʹ |
| Financial liabilities | ||||||
| Loan | ͷͳǤͻʹ | - | - | ͷͳǤʹͳʹ | - | - |
| Trade payables | ʹͷǤͳͺͻ | Ǥͳͷ | ͶǤͳ | ʹͷǤͳͺͻ | Ǥͳͷ | ͶǤͳ |
Other financial assets are substantially comprised of investments held-to-maturity (Note ͳʹȌǤ
, cannot be reliably estimated, therefore the investment is accounted for at carrying value (Note 7). It was also impossible to measure the fair value for the period using comparable transactions. The Company did not measure the d not be reliably determined.
The following methods and assumptions are used to estimate the fair value of each class of financial assets and liabilities:
Ǥ
The following methods and assumptions are used to estimate the fair value of all financial instruments:
It is cash, the value of which is the fair value.
Trade receivables and other receivables are initially at fair value and subsequently measured at cost using the effective interest rate method, less a provision for impairment. Shorter than -month period, trade and other receivables, which are not the interest rate, the fair equal to their nominal value at initial recognition, and subsequently - the carrying amount, as the impact of discounting is not significant. The fair value is determined for the purposes of disclosure.
The fair value is determined for the purposes of disclosure, calculated on the basis of future principal and interest rate cash flows, discounted at the interest rate at the reporting date, the present value. leasing rate determined under similar lease agreements. Shorter-term financial liabilities, which are not the interest rate, the fair equal to their nominal value at initial recognition, and subsequently - the carrying amount, as the impact of discounting is not significant.
Ǥǡͳ͵ establishes a fair value hierarchy that into three levels the inputs to valuation techniques used to measure fair value. ͳ- ȋȌ measurement date.
ʹ- ͳ observable for the asset or liability, either directly or indirectly.
͵- are unobservable inputs for the asset or liability.
͵ͳʹͲͳ͵Ǥ
̵ financial instruments not at fair value of trade and other receivables and trade and other payables, long-term and short-term borrowings. The Company̵these financial instruments, the carrying values their fair values because of the borrowing costs associated with lending rate and other financial assets and liabilities are short-term, and the fair value of the variation is not significant.
ǯ capital requirements. Capital includes equity attributable to equity holders.
Ǥǡy may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
͵
ʹͲͳʹǡ ͵ͺͲǡͲ LTL. ǯ ͵ͺǡͲ
ͷͲΨǡ of Lithuania.
ǯits equity and loan capital.
x ʹͲͷͷǤ ǯties, associated with dividends, additional borrowings or additional long-ǤʹͲͳ͵ǯʹǡͳͲͲȋʹͳȌȋʹǡͲͶ thousand – ʹͲͳʹȌǤ
Total amount of future minimum payments of land rent:
| ͵ͳ-ͳʹ-ʹͲͳ͵ | ͵ͳ-ͳʹ-ʹͲͳʹ | |
|---|---|---|
| Within one year | ʹǤͳͲͲ | ʹǤͲͷͲ |
| "''‡–'ˆ‹˜‡›‡ƒ"• | ͺǤͶͲͲ | ͺǤʹʹ͵ |
| After five years | ͷǤͺ͵ͷ | ǤͲʹ |
| ͺǤ͵͵ͷ | ͺǤ͵͵ͷ | |
x ʹǡʹͲͳʹǡǡȋȌ LNG Ltd. regarding ȋ Ȍ ͳǡʹͲͳͶ– ͳǡʹͲͳͶǤThis contract meets the criteria of financial Ǥ͵ͳǡʹͲͳ͵ǡtotaled ͻͳͳǡͶͶǤ
x The Meeting of Shareholders was held on ͷ ʹͲͳ͵. The Meeting approved the award of the Contract, Ǯ ǡ the infrastructure and suprastructure carried out under negotiated procedure – Dz ȋ
ȌȋȌ dz Ǥ
The main terms and conditions of the Contract inter alia are as follows:
Additionally, on ͷʹͲͳ͵ Meeting of Shareholders approved the main terms and conditions of the confidentiality agreement of the ̵ .
On 6 May ʹͲͳ͵ the Company concluded a contract on ǡ ȋȌ with German concern PPS Pipeline Sy ǡ Dz ǡ ȋȌdzǤǡ needed for installation of the connection between the LNGT jetty in Klaipeda State Sea Port water area (at the northern part of Kiaules nugara island) and the Lithuanian natural gas transmission system ( – Klaipeda gas transmission pipeline (Taurage – Klaipeda part) near Klaipeda -ʹǡ at village, township, Klaipeda district municipality) will be carried out on the basis of the Contract.
The main terms and conditions of the Contract inter alia are as follows:
x ͳͺ ʹͲͳͳ ͳ Ͳͻͳ ǡfor ǡ ǡ Ǥ ͳʹ-ͳʹ-ʹͲͲͷ ʹʹ ʹͲͲͶ ǯt.
After the evaluation of the service contract with non- ʹʹ ʹͲͲͶ Dz·dz
ʹͲͲͷ ʹͲͳͲǡǡͶͲǤ
ͷǡʹͲͳͳ ǡ Ƿ ·DzǤͶʹǤǤ
ʹͲʹͲͳ͵Dz·dz Company. The Court, inter aliaǡf the Company; to adjudge from the Company to the benefit of Dz ·dz losses amounting to ͻͶͶͷͻͲǤǡ annual interest in the amount of 6 percent on the awarded amount for the period from the court ȋͳͺͲͶʹͲͳͳȌ until the judgment is fully complied with, stamp-duty in the amount of LTL ͳʹ͵ͷand the costs of legal aid in the amount of LTL ʹͷͲͲͲǢ the Company's counter- Dz ·dz ǡ ǡ and unjust enrichment. ǯ management believes that the Court to reject the counterclaim and to meet a part of the requirements under the claim is unlawful and unfounded as, inter alia, the findings of the state institutions (the National Audit Office and the Competition Council) on the individual provisions of the Agreement
and possible violation of applicable law ǡwell as the fact that DzNaftos Grup·dz did not substantiate the amount of the income which allegedly was not received due the termination. The Company terminated the obviously economically disadvantageous agreement in order to protect the interests of the shareholders of the Company.
ͳͻ
ʹͲͳ͵ the Company appealed against the ʹͲʹͲͳ͵ in a case under the claim from the claimant for the compensation of allegedly incurred losses in the amount of LTͳͲͲͲ ǡǡ ǡ Ǥͳʹ-ͳʹ-ʹͲͲͷʹʹ ʹͲͲͶ ǯǤ
In its appeal submitted to the Court of Appeal of Lithuania, the Company, inter alia, requested the following:
It should be noted that upon the appeal, the ʹͲ ʹͲͳ͵ : it cause the real after-effects for the Company only if it was not withdrawn the case following appeals procedure. A sitting of the Court ʹͲͳͶǤ
ǯ ǡ ͵ͳʹͲͳ͵.
In opinioǡǡ ǯ ʹͲ ʹͲͳ͵ Ǥ regarding this ongoi ͵ͳʹͲͳ͵Ǥ
x ʹͳʹͲͳʹǡDzdzDze÷Dz as the winner of the international public Dzǡ ȋȌdzDz·dzǤ
ʹʹ
ʹͲͳ͵ ission for Dz ǡ ȋȌdzǡǡinter alia, the Company was obliged to suspend the public contract award procedure up to moment when the Public Procurement Office would ȋ Authority).
ʹͺ
ʹͲͳ͵ · Dzǡ ȋȌdz ȋǡDzdzȌǤ
The claimant in its claim inter alia :
ͺ ʹͲͳ͵ing international assessment of DzǡȋȌdz Ǥ ǡ ǡǡuired the Company to cancel the following decisions adopted by procurement commission:
ͺʹͲͳ͵Ƿ DzǷe÷DzDzǡ procȋȌdzǤ
ǣ
ͺʹͲͳ͵ǷDzǷe÷ Dz comes into effect.
ͳʹͲͳ͵ ǡch had Dzǡ ȋȌdzǤ
ʹal offers were received. After the final evaluation of the offers by the most ǡ ͳͺʹͲͳ͵ǤǷDzǷe÷Dz second place of the queue.
ͳ
ʹͲͳ͵ Ƿ Dz Ƿe÷ Dz ͳ ʹͲͳ͵Ǥ ǡ ǡ DzǡȋȌdz statutory requirements. The cited ruling of the Lithuanian Court of Appeal became effectȋʹͺ ʹͲͳ͵Ȍǡǡǡnt to the Supreme Court of Lithuania.
On 5 August ʹͲͳ͵ he Company received the ruling of the Lithuanian Supreme Court, by which an appeal in cassation submitted by ǷDzregarding the ruling of the Court of Appeal of Lithuania ʹͺʹͲͳ͵ was rejected. The above mentioned ruling of the Lithuanian Supreme Court is final and not subject to appeal. This ruling brings to an end the dispute relating to the Companyǯ Dz ǡ ȋȌdzcedure. Thus, the Company did not violate the statutory requirements by awarding the contract to the German concern PPS Pipeline Systems .
x T ʹͻ
ʹͲͳ͵ ȋter, the ȌȋǡȌ ȋǡȌǤ person concerned.
ed to annul the following:
x The Company as the owner the warehouse for storage of goods in order to secure due fulfillment ǤͶͳͲͲͲͳʹͶͳʹͲͳ͵ǡ ͷǡͲͲͲ Klaipeda Territorial Customs. The last effective day of the Letter of Guarantee ͵ͳʹͲͳͶǤ
9 price of the services – ͲǤʹͷͷΨof the of the guarantee amount (ͳʹͺthousand). No additional obligations or operating limitations will be set to the Company under the guarantee agreement as compared with the credit agreement signed between the Company ͻ
ʹͲͳ͵.
ͳ͵ ʹͲͳ͵ the of t a State Guarantee Agreement regarding the credit in the amount of ͺͳ (LTL ʹͺͲ) to the Company. The State Guarantee Agreement is to secure ̵ credit contract for ʹͲ funding of the LNGT project dated ͻ
ʹͲͳ͵. The Company will be able to borrow a total ͺȋ͵ͲͲȌ under the contract upon the State guarantee for the remaining part of the credit. Thus, ͷͲΨ LNGT project implementation will be financed by the contract.
The State Guarantee was granted upon fulfillment of all terms and conditions specified in Ǥ-479 on the State ʹ
ʹͲͳ͵, i.e., upon ȋȌ inter alia all the future property which will be created during the LNGT project and which will be owned by the Company upon implementation and completion of the LNGT project; payment of ͺͳ ǡ and receipt of the appr the State guarantee is a state aid compatible .
ͷʹͲͳ͵the Company . On the basis of the Agreements, the Company has n ͺͳ ȋȌinter alia all the future property which will be created during the LNGT project and which will be owned by the Company upon implementation and completion of the LNGT project (in the amounͺͳȌǤ
x ͲͳȀͲͳȀʹͲͲ9 ͵ͳȀͳʹȀʹͲͳ͵Ǥ ǡ ǯ and records for 5 years before the accounting period and may calculate additional fees and sanctions. The Management of the ǡhe Company.
Insured – construction, installation and testing s carried out under the and Pipeline intended for creation of the insured property;
Insured activities – activities related to natural gas and (or) the LNG.
The parties are considered related when one party has a possibility to control the other one or has significant influence over the ǤʹͲͳ͵ǡ ʹͲͳʹʹͲͳͳǣ
| Purchases from | Sales to related parties | ‡…‡‹˜ƒ"އ•ˆ"' | Payables to related | ||
|---|---|---|---|---|---|
| related parties | related parties | parties | |||
| –ƒ–‡ƒš•'‡…–'"ƒ–‡ƒ––Ї ‹ƒ…‡ | ʹͲͳ͵ | ͺͷǤ͵ͺʹ | - | ͳͶǤ͵͵ʹ | ͳǤͳͲ |
| ‹‹•–"›'ˆ–Ї‡'—"Ž‹…'ˆ‹–huania | ʹͲͳʹ | ͳͳǤͺʹ͵ | - | ͳ | ʹǤͺͷͳ |
| ʹͲͳͳ | ͺǤͺ͵ʹ | - | - | ͳǤͲͶ | |
| –ƒ–‡'…‹ƒŽ•—"ƒ…‡ —†'ƒ"† | ʹͲͳ͵ | ͺǤ͵ͶͲ | - | - | ͻͶͲ |
| under the Ministry of Social Security | ʹͲͳʹ | Ǥ͵ͷͲ | - | - | 878 |
| and Labor | ʹͲͳͳ | ͶǤʹ | - | - | ͳͳ |
| –ƒ–‡–‡"'"‹•‡Žƒ‹'eda State Seaport | ʹͲͳ͵ | ʹǤͳͲͲ | - | - | ͷͲ |
| Authority owned by the State of | ʹͲͳʹ | ʹǤͲͶ | - | - | ͷͲͶ |
| Lithuania represented by the Ministry of transportation |
ʹͲͳͳ | ʹǤͲͷ | - | - | ͷͳͶ |
| ‹–Š—ƒ‹ƒƒ‹Ž™ƒ›•owned by the | ʹͲͳ͵ | ͷǤͺʹ | - | - | ͳͻͲ |
| State of Lithuania represented by the | ʹͲͳʹ | ǤͲͳ | - | - | 594 |
| Ministry of transportation | ʹͲͳͳ | ͺǤ͵ͻ | - | - | ͵͵ |
| Ƿ‡•–'Dzǡowned by the State of | ʹͲͳ͵ | ͵ǤͲͺͷ | - | - | ͷͳ |
| Lithuania represented by the Ministry | ʹͲͳʹ | ʹǤͶͶͺ | - | - | ͵ͷͲ |
| 'ˆ‡"‰› | ʹͲͳͳ | ʹǤͶͳͻ | - | - | ʹͻ |
| Other related parties | ʹͲͳ͵ | - | ͵Ͷ | - | - |
| ʹͲͳʹ | - | ͳ | ͵ | - | |
| ʹͲͳͳ | - | ʹͺ | ͵ | - | |
| Transactions with related parties, in | ʹͲͳ͵ | ͳͲͶǤ͵Ͷ | ͵Ͷ | ͳͶǤ͵͵ʹ | ͶǤͲͲ |
| total: | ʹͲͳʹ | ͳʹͷǤ͵Ͳͷ | ͳ | ͳͻ | ͷǤͳͺ |
| ʹͲͳͳ | ͳʹͲǤ͵ | ʹͺ | ͵ | ǤͲʹ͵ |
The flowing positions are considered as tǯmanaging staff : ǡ ǡ ǡǤ
| ʹͲͳ͵ | ʹͲͳʹ | |
|---|---|---|
| Labor related ‡š–"ƒ…Šƒ"‰‡• | Ͷǡͳ | ͵ǡͷͳͳ |
| Number of managing staff | ͵ʹ | ʹ |
ʹͲͳ͵ ʹͲͳʹ the Management of the Company did not receive any loans, guarantees, and no other paid or accrued amounts or property was transferred.
ʹͷ ʹͲͳͶǡ Administrative Court by the adopted decision rejected the complaint of the part of owners of the land plots (hereinafter referred to as the Applicants) through which it is intended to lay liquefied natural gas terminal (hereinafter referred to as the LNGT) connection transmission pipeline route.
Ǥ ͳ-ͳ͵Ͳ ȋ Ȍ ͳ͵
ʹͲͳ͵ ǡ related to its infrastructure and pipeline construction (hereinafter referred to as the Special Plan) inter alia providing an opportunity to lay the mentioned pipeline route through the land plots owned by the Applicants (The Company informed about the comͺʹͲͳ͵ȌǤ involved into the case as the third interested person.
Administrative the Special Plan was adopted in accordance with the requirements of legal acts, therefore it is legal.
ǯʹͺʹͲͳͶͻǤͲͲǤǤǡ shareholders of the Company wa Dz dz ǡÚ Ǥ (hereinafter - ȌǡȋȌ Ǥ ǣ contract.
No more significant events have occurred after the date of financial statements.
ʹʹ Periodic and Additional Information of the Lithuanian Securities Commission, we, ǡ · ǡ æǡ · ·, Interim epartmentǡ -presented unaudited Inte Statemen· ʹͲͳ͵ǡ ǡǡǡcial position and profit or loss ·Ǥ
æ
General Manager
epartment ·
Klaipeda 21 March 2014
| Foreword of the Head of SC Klaipedos nafta 50 | |
|---|---|
| Reporting period 51 | |
| details about the company 51 | |
| SIGNIFICANT EVENTS OF THE REPORTING PERIOD 53 | |
| SIGNIFICANT EVENTS occurred AFTER THE END OF THE REPORTING PERIOD 63 | |
| RISK FACTORS 65 |
|
| ENVIRONMENT PROTECTION 67 | |
| FINANCIAL RESULTS OF ACTIVITy 68 | |
| ACTIVITY PLANS AND FORECASTS 78 | |
| AUTHORIZED CAPITAL OF THE COMPANY 80 | |
| MANAGEMENT OF THE COMPANY 83 | |
| INFORMATION ABOUT THE EMPLOYEES OF THE COMPANY 87 | |
| SOCIAL RESPONSIBILITY OF THE COMPANY 90 | |
| REFERENCES AND ADDITIONAL EXPLANATIONS ABOUT FINANCIAL STATEMENTS 90 | |
| OTHER INFORMATION 90 | |
| CONFIRMATION OF RESPONSIBLE PERSONS 91 | |
| 8 |
|
| GOVERNANCE CODE FOR the companies LISTED ON REGULATED MARKET in 2013 92 |
Abbreviations:
·ǡCompany –· AB; LNGT – Liquefied Natural Gas Terminal; LNG – Liquefied Natural Gas; SFS - «fuel storage; KSSA – ·; NCECP – National Commission for Energy Control and Prices; EIB – European Investment Bank
The year 2013 – was the year of challenges for Klaipedos nafta AB. The Company had not only to overcome the challenges of the market of its major business – transhipment of petroleum ǡ ȋ Ȍ project in a complex environment.
The year 2013 entrenched the apprehensions that the oil market is undergoing a fundamental change both globally as well as in Eastern Europe. This is reflected in our terminal operations as well. In the first quarter of 2013 we enjoyed a 10 per cent increase in transhipment rates and 9 ǡ
circumstances which we could not possibly influence. The Company's major customers are SC Orlen Lietuva and Belarus Mozyr ǡcrude oil ǡǡǡ ǡfta. The transhipment ǡ refinery ǡ ǡǡany's terminal. ǡoil products refinery margins faced a significant Ǥǡ ʹͲͳ͵ǡ Ǥ ǡ ͳͷecline in the transhipment of oil ȋ ǤͻͲ ͷǤͺ Ȍǡ ͵ͷǤͺͳͶȋʹͲͳʹͶͳǡͷȌǤ
The Company is entrusted with the implementation of the project of national significance – to build an alternative terminal ǡǤ the LNG terminal project we need to be focused and not engage in politicking. Although a lot of time had to be devoted to dealing with inquiries of various commissions and institutions ʹͲͳ͵ǡ ǡhat the implementation of the project is going smoothly following Lithuanian legislation and its procedures. It must be noted that in November 2013 the Directorate-General for Competition of the European Commission made an assessment and determined that th ǯ ǡ and expected state aid complied with the underlying principles of the EU Treaty. The Commission's investigation has shown that investments in the LNG terminal will help to ensure ǡ Ǥǡ ǡnomically justified and promising. At the same time this ȋȌand the first part of the credit was transferred at the end of 2013.
It is noteworthy that the construction of the LNG vessel-storage already has reached the home-stretch – the vessel's ʹͲͳͶǤ ·Ǥ LNG vessel-storage was given a name "Independence" symbolising the energy independence and security of the State.
ǡ ǯ ǡ ǯ ocesses and equipment to a changing market for ǡǣȋͳȌ ͵ʹǡʹͷ3 ǡs new opportunities to handle additional ǢȋʹȌimportant investment in an environmental project – ǡ ǯǢȋ͵Ȍf one of the railway trestle roads ǡǤ
In ʹͲͳͶǡ of challenges await the Company as well.
In the changed oil products market the Company will strive to maintain the operating profit ratio on a level with that of 2013ǡin order to implement one of the key objectives of the Company's activities – to ensure shareholders' return on invested capital. The LNG terminal construction work is planned to be completed on 3 December 2014. This project has been carried out employing enormous efforts of various institutions and employees of the Company. I believe that our united effort will enable us to achieve the set goals – we will prepare for the launch of the LNG terminal into operation properly and ǡ to get free from the energy ǡs well as we will remain a sustainable petroleum products transhipment terminal.
ȋ Hoegh LNGȌ
GENERAL MANAGER ROKAS MASIULIS
ͳ
ʹͲͳ͵ ͵ͳ ʹͲͳ͵Ǥ ǡ ·Ǥ
Name of the Company: · Legal status: Stock Company Authorized share capital: 380.606.184 litas Date and place of registration: ʹͳͻͻͶǡ Company code: 110648893 Address: ÷ǤͳͻǡͻͳͲͲ͵· Register of the Company: State Enterprise Centre of Registers Telephone numbers: +370 46 391772 Fax numbers: +370 46 311399 E-mail address: [email protected] Internet site: www.oil.ltǡwww.sgd.lt
·ǣ
ʹͲͳ͵ǡ«Ǥg of the LNGT operation is foreseen after the terminal start-up – in the 4th quarter of 2014.
The mission of the Company is to be a reliable import and export terminal of oil products for Lithuania and neighbor ǡ ǯ ǯnd further markets.
The vision of the Company ǡ and invest in initiatives that will increase economic returns for investors.
The Company has invested into the following companies as of 31 December 2013:
| Name of the company |
Address | Part of owned •Šƒ"‡•ǡΨ |
Activity |
|---|---|---|---|
| LITGAS UAB | Gedimino pr. 33-ʹǡ- 01104 Vilnius |
͵͵ǡ͵͵ | Supply of LNG through the LNG terminal being under '•–"—…–‹' ƒ† –"ƒ†‡ 'ˆ ƒ–—"ƒŽ ‰ƒ• ȋ…'ˆ‹"‡†ƒ• ƒ ƒ••‹‰‡† •—''Ž‹‡"'ͳͲ ‡""—ƒ"›ʹͲͳͶȌ |
| Baltpool UAB | Ǥ —'œƒ'ƒ˜‹«‹ƒ—•‰Ǥͻǡ LT-Ͳͻ͵ͳͳǡ‹Ž‹—• |
͵͵ǡ͵͵ | ‡˜‡Ž''‡– 'ˆ ƒ…–‹˜‹–› 'ˆ ‡‡"‰› "‡•'—"…‡• ȋ"‹'-ˆ—‡Žǡ ‰ƒ•Ȍ‡š…Šƒ‰‡ǡƒ†‹‹•–"ƒ–‹''ˆˆ—†•Ȍ |
| Sarmatia Sp. z o.o. | —ŽǤ'™'‰"'†œƒͺǡ "‹ƒ…'—"–ǡͲʹ-014 ƒ"•œƒ™ƒǡ‡‹Œƒ |
1 | Analysis and engineering of possibilities to construct oil pipeline between Asian states and the Baltic sea. |
The Company is one of the largest terminals on the Baltic States market of oil and oil products transit. The terminal's core activity is to transship oil products delivered by rail tank-ǡǡǤ ǣǡȋFOȌǡǡǡȋFOȌǤ
The terminal capacity amounts up to 9 million tons of oil products per year. Shipment batches are stored in onshore storage ǡͶͲͷ thousand m3 ȋ
ʹͲͳͶ– almost 450 thousand m3ȌǤ into tǡʹͲǤ
·ȋd Ȍǡ Ǥ is well technologically prepared to transship heavy oil products in cold season. The Company posesses its own boiler station with three boilers with their overall capacity of 100 Ǥ
Also the Company is capable to provide Lithuania with imported oil products that are delivered into the Klaipeda sea port by tankers. In the terminal there is a road tanker loading station intended to transport imported oil products by roads.
·il products terminal:
ͳͳ
ʹͲͳʹǡ « «÷ ǡ æ Ǥ « ǣ ȋͳȌ ͵͵ͺǡͲͲͲ3 Ǣ ȋʹȌ ʹͲͲ ͳͶ Ǣ ȋ͵Ȍ tank-ǢȋͶȌǢȋͷȌ buildings and equipment.
«ǣ-ȋ Ȍǡervice æǤ
After taking over «ǡ-term oil products storage. The results of activity of t« y for 2012-2013 are presented in the Explanatory note "Information on segments" of the Company's financial statements for 2013.
25 January 2013. An Extraordinary General Meeting of Shareholders of the Company has approved the decision of 21 December 2012 of the Board of the Company to sign the contract with the winner of the Public Procurement "for Natural ǡ ȋȌ dzǡ proposed scope of work – the consortium of Kauno dujotiekio statyba AB e÷AB for the total price of LTL 1͵ǡͻͻͻǡ͵ͻͳǤǤ contract. ·AB shall be paying the indicated fixed sum for the completed works according to the progress performed under the contract. All the works under the Contract shall be finished until 1 October 2014. The contract deadline may only be extended in the extraordinary cases defined in the contract.
28 January 2013. · AB received documents from the · filed by German company PPS Pipeline Systems GmbH to invalidate the decisions of the commission of international procurement of "Natural Gas Pipeline System Engineeringǡ Procurement and Construction ȋEPCȌ " performed under the procedure of open negotiations.
ǡinter aliaǡ following decisions adopted by the Public Procurement commission of the Company:
Shareholders of the Company approved the decision of the Board of the Company to enter into an agreement with the Bank for assignment of the rights of claim to the receivable funds to the Bank which were intended for covering all or part of the ǡ Ǥ assignment of the rights of claim being intended to secure the Overdraft Agreement between the Company and the Bǡ pursuant to which:
Amount of the overdraft is LTL 120.000 thousand;
Term of the overdraft ͵Ͳ
ʹͲͳͷǡ extend the agreement for the period of up to 12 months with conditions being not worse than initially agreed;
ǡeholders of the Company until the deed of completion of construction of the LNGT is provided to the Bank.
The above stated restriction on the payment of dividends shall be applied and any sums under the Overdraft Agreement shall be paid to the Company upon ǡ Lithuania No. 20 "On Dividends for the State-owned Shares of the Companies and Profit Taxes of the State-Owned dzͳͶ
ͳͻͻȋ Ȍǡ ǡ manager of shares of the Company which belong to the State of the Republic of Lithuǡ decisions that the Company would abstain from payment of dividends until obtaining the deed of completion of construction of the LNGT.
In accordance with the bilateral agreement between the Company and KSSA on the improvement and creation of Port Ȁǡȋ ȌǤ ͳͶǤͳͻ ȋ ͶͻǤͲͳͷ ȌT. The Company shall incur the costs for remaining part of works ͳʹǤͻͻͶȋͶͶǤͺȌǤ
12 March 2013. The Company ·ͺʹͲͳ͵ according to which the request of claimants Kauno Dujotiekio Statyba AB e÷UAB on imposition of interim measures was satisfied and the international procurement "for Natural Gas Pipeline System Engineeringǡ Procurement and Construction ȋEPCȌ " performed under the negotiated procedure with a publication of notice was suspended until the day when a decision of the court in this case is passed and comes into force.
·ͺʹͲͳ͵ǡ the interim measures were imposed. In case the court of first instance annuls the ruling on imposition of interim measures ǡǤ
During its first meeting the Supervisory Council also recalled the Audit Committee of the Company in corpore and for the Ͷ Ǥ æ independent members of the Audit Committee for the new term and Eimantas Kiudulas had also been elected to the Audit Committee for one more term.
The main terms and conditions of the Contract inter alia are as follows:
ǡ on 5 April 2013 the Extraordinary General Meeting of Shareholders approved the main terms and conditions of the confidentiality agreement of the Company's Supervisory Board.
of the plaintiffs Kauno dujotiekio statyba AB e÷ UAB to apply preliminary injunction and ̶ ǡ ȋȌdzperformed under the negotiated procedure with a publication of notice until the court decision Ǥ ·Ͳͺ 2013 and to not satisfy the motion of the plaintiffs Kauno dujotiekio statyba AB e÷UAB to apply preliminary injunction.
The Board dec ʹͳ ʹͲͳʹ ǡ ǡǡǡ ǡǤǤ ǡ previously adopted could not be implemented.
On 22 April 2013 the Board of the Company inter alia made the following decisions:
9 To amend the decisions made at the Board meeting ʹͳʹͲͳʹǡ ȋȌ installation of the connection between the LNGT jetty in Klaipeda State Sea Port water area ȋ northern ·Ȍ Lithuanian natural gas transmission system ȋJurbarkas – Klaipeda gas transmission pipeline ȋ· – · Ȍ near Klaipeda DSS-ʹǡ next to æ· ǡ Dovilai ǡ Klaipeda district MunicipalityȌǡ adjusting them as follows:
ͳǤͳǤ ǡmost advantageous tender ȋ– the ConȌǡrocurement "for Natural Gas Pipeline System Engineeringǡ Procurement and Construction ȋEPCȌ " performed under negotiated procedure.
1.2. ͻͶǡͺͶͲ ͳͳͶǡͷǤprice can increase only in the exclusive cases provided for in the Contract. The Company shall pay the indicated fixed price only for actual works performed under the Contract.
1.3. All the works shall be finished till 1 August 2014. The performance terms may only be extended in the exclusive cases set forth in the Contract.
24 April 2013. The Government ǡto ensure the opportunity to · Nafta AB to finance the LNGT project from its own and ǡ on 23 ʹͲͳ͵ǡ adopted a resolution to instruct the Ministry of Energy of the Republic of Lithuaniaǡthe Manager of Company's ǡ to ensure that its authorized representative would offer to allocate 1 percent of the Company's distributable profit of 2012 for dividends at the General Meeting of Shareholders and vote for it.
The proposed dividend amount per share was LTL ͲǡͲͲͳͲ͵ ȋor EUR ͲǡͲͲͲ͵ͳʹͲ͵ͲͳȌǤ Accordinglyǡ dividend amount intended to be allocated to the shareholders of the Company would amount to LTL ͶͳͲǡͲͷǤͷ ȋor EUR ͳͳͺǡͲǤͳȌǤ
The main terms and conditions of the Contract inter alia are as follows:
The court inter alia decided:
The Company's management believes that the ruling of Vilnius Regional Court to reject the counterclaim and to meet a part of the requirements under the claim is unlawful and unfounded asǡ inter aliaǡthe findings of the state ȋthe National Audit Office and the Competition Ȍ on the individual provisions of the contract and possible violation of applicable law ǡwell as the fact that · UAB did not substantiate the amount of the income which allegedly was not received due the termination. The Company terminated the obviously economically disadvantageous contract in order to protect the interests of the shareholders of the Company.
The above ruling of Vilnius Regional Court could be appealed to the Lithuanian Court of Appeal within 30 days after its ǡ and the Company appealed within the set time limit.
24 May 2013. The Extraordinary General Meeting of Shareholders approved the decision of the Board of the Company:
To amend the decisions made at the Board meeting held on 21 December 2012 ǡ ȋ– ȌȋȌ installation of the connection between the LNGT jetty in Klaipeda State Sea Port water area ȋ northern · Ȍ Lithuanian natural gas transmission system ȋJurbarkas – Klaipeda gas transmission pipeline ȋ·– ·Ȍnear Klaipeda DSS-ʹǡ next to æ· ǡ Dovilai ǡ · district MunicipalityȌǡǣ
dujotiekio statyba UAB ǡ ͳͷ ʹͲͳ͵ respectiǡǯǤ
ȋȌ to the Supreme Administrative Court of Lithuania through Vilnius Regional Administrative Court.
the claim fr · UAB against the Company for the compensation of allegedly incurred losses in ͳͲͲͲǡ ǡ · UAB and stored by thǡ · UAB and for recognition of the termination of the Services Agreement No. 12-12-2005 dated 22 December2004 allegedly due to the Company's fault.
ǡ the Company inter alia requested the following:
9 to revoke the sections of the Decision of Vilnius Regional Court dated 20 May 2013 for recognition that the Agreement was terminated by the Company's fault; for ͻǡͶͷ ǡ the annual interest in the amount of 6 percent on the awarded amount for the period from the court proceedings until
the judgement is fully complied with and the award of litigation costs from the Company to the benefit of Naftos Grup· UAB; for the rejection of Company's counterclaim to Naftos Grup· UABǡand to pass a new judgement regarding these sections: to reject the requirements of the claim for recognition that the Agreement was terminated by the Company's fault; for ͻǡͶͷ ǡ the annual interest in the amount of 6 percent on the awarded amount for the period from the court proceedings until the judgement is fully complied with and the award of litigation costs from the Company to the benefit of Naftos Grup· UABǡand to meet the Company's counterclaim fully;
9 To uphold the other sections of the Decision of Vilnius Regional Court dated 20 May 2013.
It should be noted that upon the ǡ the Decision of Vilnius Regional Court dated 20 May 2013 shall not take effect: it would take effect and could cause the real after-effects for the Company only if it was not withdrawn after examination of the case following appeals procedure.
20 June 2013. The Government of the Republic of Lithuania decided to accept the draft resolution "Regarding granting of the State Guarantee to the European Investment Bank" of Seimas of the Republic of Lithuania and submit it to Seimas of the Republic of Lithuania. According to the ǡ a State Guarantee was to be issued for EUͺͳǡͲͻͶ thousand ȋ ʹͺͲǡͲͲͲ Ȍ to secure the credit to be granted to the Company by EIBǡas the Company was seeking to borrow the mentioned amount from EIB in 2013. On 4 June 2013 EIB confirmed that it would grant a credit of up to ͺǡͲͲͲ thousand ȋ͵ͲͲǡͲͲͲ Ȍ to the Company.
27 June 2013. Seimas of the Republic of Lithuania accepted the ͷǡͳͲͳͳ Natural Gas Terminal of the Republic of Lithuania.
Regulation for trade of natural gas imported through LNGT has been changed by the law inter alia:
The law also specifies LNG terminal project funding provisions that come into effect since 01 January 2014. The provisions determine that the additional component of the natural gas transmission price for the safety of the natural gas supply ǡ ǡ ǡ connection that cannot be funded from other Company's available resources.
To provide a State Guarantee to the European Investment ȋhereinafter – Ȍ regarding the credit of EUR ͺͳǡͲͻͶ thousand for the period of up to 20 years with an interest rate set by EIB granted to the Company to finance the investment project Dz dzǡ undertakes guarantee obligation for the credit of ͺͳǡͲͻͶ thousand and payment of interest.
5 August 2013. The Company received the ruling of the Lithuanian ǡ by which an appeal in cassation submitted by Kauno dujotiekio statyba AB regarding the ruling of the Court of Appeal of Lithuania dated 28 June 2013 was rejected. The above mentioned ruling of the Lithuanian Supreme Court is final and not subject to appeal. This ruling brings to an end the dispute relating to the Company's international tender "Natural Gas Pipeline System Engineeringǡ Procurement and Construction ȋEPCȌ " performed under the negotiated procedure. ǡ the Company did not violate the statutory requirements by awarding the contract to the German company PPS Pipeline Systems GmbH.
8 August 2013. ȋ as the Ȍ pipeline route according to the currently prepared construction and technical designs submitted a complaint. By this complaint the Applicants ask to revoke the order No. 1-ͳ͵ͲȋȌ Republic of Lithuania of 13 June 2013 approving the special plan of LNG terminalǡ related to its infrastructure and pipeline construction inter alia providing an opportunity to lay the mentioned pipeline route through the land plots owned by the Applicants. The Company has been involved into the case as the third interested person.
Amber Grid carrying out the operator activities of the natural gas transmission system of the Republic of Lithuania acts according to the procedure and conditions prescribed by the legal acts as an administrator of funds ȋ Ȍ ǡ Ǥǡ of the company of LNGT project implementation acts according to the procedure and conditions prescribed by the legal acts as funds receiver with the right to receive LNGT funds collected and administered by the administrator of LNGT funds and use
it according to the procedure prescribed by the legal acts. The Company and Amber Grid by the agreement mentioned above determined and worked out in detail the procedure and conditions of LNGT funds collected by Amber Grid payment Ǥ ǡ ͳȀͳʹ unds approved by the National Commission for Energy Control and Prices for the reporting year every month in order to compensate exploitation ǡǤ
Following the ruling No. 03-317 of the NationaͳͻʹͲͳʹǡʹͲͳ͵ ͳͳ͵ǡͻͺ ǡ or its part.
Following Article 1 of the Amendment Act of ArtiͷǡͳͲͳͳ ǡͲͳ
ʹͲͳͶ ǡ connection expenditure that cannot be funded from other Co̵ ǡ ǡ terminal operations.
2 September 2013. The Company entered into Insurance Agreement with PZU LIETUVA UAB DK for insurance of the Company's risk related to construction works of the LNGT infrastructure ȋ gas pipeline and jettyȌǤ
The main terms and conditions of the Agreement are as follows:
ͷȋͲͳ
ʹͲͳͶȌͳͳ ǡ inter alia establishes natural gas liquefaction business unit service pricing that determines upper limit calculation of the additional component of the natural gas transmission price for the ȋȌation of natural gas liquefaction price.
Need for funds for LNGT installation is determined taking into account necessary financial resources for LNGT project implementation investment and assessing the submitted documents proving that the Company implementing LNGT project is unable to use other possible project funding sources or other means that can ensure project funding. The Safety ǡ conn ǡ connection necessary to ensure LNG terminal operations.
The Method establishes calculation procedure of the upper limit of the natural gas ȋ ȌǤ
The Method provides the opportunity to correct the Safety component and Liquefaction price annually according to corresponding estimated coefficient
19 September 2013. The Company registered the notification in the Register of Legal Entities of the Republic of Lithuania that confirms the Company's decision to increase the authorized capital of the LITGAS UAB subsidiary.
LITGAS UAB authorized capital has been increased by the decision of the Company as the only shareholder of LITGAS UAB ʹǡ ͳ ͵ ʹ UAB and giving Lietuvos energija UAB ȋǡ͵ͲͳͺͶͶͲͶͶǡ~÷ǤͳͶǡȌ ǤǡͳȀ͵ǡ UAB owns 2/3 of the shares and votes in the General Meeting of Shareholders of LITGAS UAB.
Control of LITGAS has been transferred to Lietuvos energija UAB in order to fulfil the requirements of the European Union Third Energy Package concerning the Law on the Natural Gas and Electricity Markets of the European Union and the Law on Electricity of the Republic of Lithuania to separate energy supply and production activities from transmission activity following the ruling No. 730 of the Government of the Republic of Lithuania of 21 August 2013.
08 October 2013. Lietuvos energija UAB following the Subscription Agreement concluded between the Company's subsidiary LITGAS UAB and Lietuvos energija UAB fully paid for all new issued ordinary registered shares of LITGAS UAB ȋʹȌǤ
ǡ ͳȀ͵ǡ UAB owns 2/3 of the shares and votes in the General Meeting of Shareholders of LITGAS UAB. The amended Articles of Association of LITGAS UAB was registered in the Register of Legal Entities on 15 October 2013.
11 October 2013. ǡ ȋ NCECPȌy of the natural gas supply ȋȌ͵ͻǤ͵Ȁm3. The Safety component determined by the NCECP is going to come into effect from 03 December 2014 and be valid to 31 December 2014 and it is going to be applied subject to LNGT is Ͳ͵ʹͲͳͶǡ until that date.
The Safety component has been calculated following the provisions of Article 1 of the Amendment Act of ArticͷǡͳͲ 11 of the LNGT of the Republic of Lithuania and assessing the funds that are necessary according to the data submitted by ǡ ǡ Ǥ
ǡ ǡ ǡ operator the Safety component according to the procedure determined by the NCECP. The determined Safety component includes administrative costs in the amount of LTL
326.7 thousand approved by the Commission for 2014.
30 October 2013. The Company and Orlen Lietuva AB signed a letter of intent on product pipeline ā · Company.
Memorandum empowered both companies to start official mutual negotiation concerning the product pipeli ǡ ǡ ǡ ǡ economic conditions.
11 November 2013. ǡ implementing the preconditions following which the Ministry of Finance of the Republic of Lithuania has ȋ ͺͳǡͲͻͶȌ the Company's obligations under the credit
ȋȌͻ
ʹͲͳ͵ǡnter alia the following decisions:
9 To establish that the Company may conclude the documents specified in the above mentioned decisions and perform other required actions and pay the margin only after receiving the European Commission's approval that the guarantee provided by the State to the EIB shall be not considered a state aid as provided for in the agreement on European Union ǡ shall be regarded a state aid compatible with the internal market under the agreement.
9 To establish that the above decisions of the Board shall enter into force only after approval of the General Meeting of Shareholders of the Companyǡas provided for in item 16.10 of the Articles of Association of the Company.
ǡ to address the National Control Commission for Prices and Energy for setting upper limits of prices of services listed in the ǡ ǡ LNGT and to prepare and coordinate agreements for use of the LNGT. Such agreements shall come into force and be implemented by the LNGT operator once the natural gas liquefying license is issued under the procedure set by legal acts.
20 November 2013. The European Commission announced its finding that the State aid for the LNGT project implemented by the Company is a state aid compatible with the internal market. The current value of the State aid measures for the LNGT ȋ Guarantee and the LNGT Ȍ ͶͶͺ ȋͳǤͷȌǤ
The European Commission has concluded that the investment into the LNGT contributes to the security of gas supply and Ǥǡ ties on non-ǡǤ
The European Commission has also found that compensation for LNGT maintenance costs is in line with the EU Framework on services of general economic interest.
This approval of the European Commission is one of the main conditions provided for in Resolution No.XII-479 of the Seimas of the Republic of Lithuania "Regarding giving State G dzǡ ʹ ʹͲͳ͵ǡ ȋȌ sign a State Guarantee AͺͳǡͲͻͶȋʹͺͲǡͲͲͲȌ ͺȋ͵ͲͲǡͲͲͲȌǡ to 50 percent of the implementation of the LNGT project.
22 November 2013. The Company announced Nordea Bank Finland ǡ ǡ as the winner of the simplified Public Procurement "Purchase of Financial Services ȋ Ȍdzperformed under negotiated procedure. The bank guarantee is intended for securing of the performance of contractual obligations under the LNG Floating Storage and Regasification Unit Lease Contract concluded between the Company and Höegh LNG Ltd. on 2 March 2012.
The main terms and conditions for issuance of the bank guarantee inter alia are as follows:
No additional obligations or operating limitations will be set to the Company under the bank guarantee agreement as compared with the credit agreement signed between the Company and the European Investment Bank on 9 July 2013.
4 December 2013. Extraordinary General Meeting of Shareholders of the Company accepted the decision of the Company's Board:
To conclude an agreement with the Ministry of Finance of the Republic of Lithuania on the margin payment and ǡ ȋ Agreement on Margin PaymentȌǤState Guarantee Aȋ ȌͺͳǡͲͻͶthat will be concluded between the Ministry of Finance of the Republic of Lithuania and EIB which will serve as guarantee for the obligations of the Company to EIB under the Credit Facility Agreement FI No. LTL 82.631 Serapis No. 2012-0490 on the co-financing of the LNGT project ͻ
ʹͲͳ͵ǡ Payment and undertake and fulfil all obligations Ǥ ǡǡ that will be necessary or preferred in order to receive the State Guarantee mentioned ȋȌ ǡͺͳǡͲͻͶ as it has been provided by the Agreement on Margin Payment.
Ensuring the proper and timely execution of the future obligation of the Company to pay the Ministry of Finance of the Republic of Lithuania the sums provided in the future debt agreement that will be equal to the sums paid by the Ministry of Finance of the Republic of Lithuania according to the State G ǡ ȋȌǣ
9 ͵ǤʹͲ · ǡ ǡ æ· ǡ Ǥ ͶͶͲͲ-2382-ʹͺʹͲǡǤͶͶȀͳͷʹͶͶʹͶǢ
and
9 - ǡ ȋ Ȍ Ȁ Ȁ ȋȀȌ ǡ ȋȀȌ ȋ Ȍ mȀ ȋ Ȍ ǡ ǡȋ ǡǡǡȌǢ 2 high pressure natural gas off- ǡ ctors and hydraulic power units necessary for compressed natural gas transportation; access stair system; 2 marine jib cranes and telpher in pumping station building; fire ȋ ȌǢ ȋed from inter alia ǡ ȌǢ ȋ ȌǢǢǢ Ǣ Ǣ ȋcluding the constituent parts of GMS equipment automatic control Ȍǡ ȋ ǡ ǡ ǡȌǡǤ
The Company can conclude Mortgage contract mentioned in tʹ ǡ ǡ ͳ confirmation that the State Guarantee provided to the European Investment Bank is not considered as a state aid provided in the Treaty of the Functioning of the European Union or is considered as a state aid agreed with the internal market according to this TrǤͳʹǡ ǡ decision will not be required for the issues named in this decision.
5 December 2013. The Company and the Ministry of Finance of the Republic of Lithuania concluded an Agreement on the Margin Payment and Mortgage of Property as well as a Maximum Conditional and Ordinary Mortgage Agreement
ǡ ͺͳ ȋȌinter alia all the future property which will be created during the LNGT project and which will be owned by the Company upon implementation ȋͺͳȌǤ
11 December 2013. The Government of the Republic of Lithuania adopted resolution "On amending Resolution No. 1354 of the Government of the Republic of Lithuania "On approval of the Description of the Natural Gas Supply Diversification dzǡ ʹͲͳʹdz – the Description of the Natural Gas Supply ȋreferred to as ȌǡǤ been prepared implementing provisions of Article 11 of the Law of the Republic of Lithuania on the LNGT amended by the ͷǡͳͲͳͳ ǡǤ
ǡ process of regasification technology in the LNGT at the minimal uninterrupted regime – 540 million cubic metres of gas per year for the regulated period of 5 years after the beginning of the first period of using the distributed LNGT capacities published by the LNGT operator
ǡ ǡ supply diversification requirements for the energy companies using gas as well as the procedure of informing about the failure to fulfil diversification requirements.
On 13 December 2013 the Ministry of Finance of the Republic of Lithuania signed with EIB a State Guarantee Agreement ͺͳ ȋ ʹͺͲ Ȍ Ǥ Guarantee Agreement is to secure the Company's contractual obligations to EIB under the credit contract for up to 20 years on partial funding of the LNGT project dated 9 July 2013. The Company will be able to borrow a total of EUR 87 million ȋ͵ͲͲȌState Guarantee ǤǡͷͲΨ investments related to LNGT project implementation will be financed by EIB under the contract.
The State Guarantee was granted upon fulfilment of all terms and conditions specified in Resolution No. XII-479 on the ʹ
ʹͲͳ͵ǡǤǤǡ ȋȌinter alia all the future property which will be created during the LNGT project and which will be owned by the Company upon implementation and completion of the LNGT Ǣͺͳǡ State Guarantee is a state aid compatible with the internal market.
25 February 2014. Vilnius Regional Administrative Court by the adopted decision declined the appeal from the owners of ǡǤ The owners asked Vilnius Regional Administrative Court to cancel the Decree Nr. 1-130 of the Minister of Energy of Lithuanian Republic dated 13 June 2013 that confirmed the LNG terminal Special plan of connected infrastructure and ǡinter alia, providing a possibility to construct the indicated gas pipeline route via the plots of land of the abovementioned owners.
ǡǡ confirmed according to requiǡǤ
ǡ about the time and venue of the General Meeting of Shareholders are published on the website of the Company www.oil.ltǡ www.sgd.lt and in AB NASDAQ OMX AB Vilnius Stock Exchange.
During the year 2013 the Company made 109 official announcements about the significant events and other required information at the NASDAQ OMX Vilnius stock exchange.
· ǡ ǣ ÷ ȋȌǡ Ventspils Nafta Terminals ȋȌǡ ȋȌǡ ȋȌǡ ȋȌǡ ȋȌǡ ȋȌǡ ȋȌǡǡǡ ȋȌǡ ȋȌ built terminal Ust-ȋȌǤThe most significant factors influencing the competitiveness of the Company on the market ǣ ȋ ǡ ǡǡǡǤȌ ȋǡǡǤȌǡǤ
The Russian Government strives to export all oil products produced in Russian oil refineries through RussiǢǡ ǡhus aiming to increase the competitiveness of the national ports in the Baltic Sea region.
It is reasonable to expect that the Company will maintain oil product flow from Russian and Belorussian companies because of ǡ ǡ ǡ -term agreements with cargo ǡ-free port.
The main client of the Company is ORLEN Lietuva ABǤͲΨǯ transhipment volume. The Company has signed a long-term transhipment agreement with ORLEN Lietuva AB which is valid until 2024 and guarantees stable flows of oil products from ORLEN Lietuva AB.
ͶͲΨ of the Company. Since Belarus has no direct ǡ Ǥǡd institutions is highly important in order to d·Ǥ
ǯȋ limited ǡǡǤȌeries may decide to export oil products using ports of other countries ȋǡ ȌǤ ǡǡbe able to maintain the same volume of transhipment of oil products as in previous years.
Capacity utilization as well as earnings and profitability of the Company greatly depend on the situation on the oil market. In case of low oil refining margins oil ǡǤǤǡ ǯ ȋ ȌǤ ǡ profitable oil refining and the relativel ǡ flows is becoming more intense and it affects transhipment volume of the Company and the size of applied tariffs. If the oil ǡses are observed.
ͳ͵ǤͳǤʹ·Ǥ terminals of Ventspils and Tallinn the allowed depth exceeds 14 meters which enables a full load of Aframax tyȋ ͳͲͲǡͲͲͲ ȌǤ·ǡ ͳ͵ǡͲ meters can load such type of tankers only up to 82-ͺǤǡ·ng ports as this translates into higher marine logistics costs for oil products shipped by Aframax type tankers.
ǣȋͳȌ conclude long-term transhipment contracts under "take-or-dz ǡ Ǣ ȋʹȌ ·s and development.
Technological characteristics of the oil terminal are of major importance for quick and effective satisfaction of potential customers' needs and at the same time for generation of additional revenue.
The Company's investment plans regarding expansion of the oil product storage-tank park by 10 percent will make possible to ǡtment of oil products Ǥǡ͵ͷǤǡ up to 9 million tons of exported and imported oil products and crude oil per year. Total capacity of all storage tanks amounts to 450 thousand m3ǤǡǤǤǡ others. This allows preserving the initial quantity and quality of the delivered oil products. Modern laboratory of the oil terminal controls the quality parameters.
ǯ ǣ Dzdzǡ DzdzǡDz dzǡDzdzǡDz dzǡDzdzǡDz dzǤ
The Company seeks to eliminate tǡ technological equipment. Also there are installed automatic "AJAX-HEKATRON" fire detection and extinguishing systemsǡ computerized control system of the transhipment process.
The Law of the Liquefied Natural Gas terminal approved on 27 June 2013 by the Parliament of Lithuanian Republic establishes development of the LNG ǡ ǡǡ Ǥ Until the start of LNGT exploitation date it i ǡ ǡǤd laws regulating the construǡ ǡ financial and/or legal liabilities that already has been made.
In order to manage arising risks and create fully functioning the LNGT operator organization till ǡ ǡǡ ǡ-ǡ Ǥ
One of the main documents regarding regulatory environment is the LNGT use Regulations. ǡ ǡǤ external consultants are hired; the best practice examples are used.
The Company do its best answering the queries and concerns of various institutions and other persons. The goal is to make project implementation as transparent as possible and all the related institutions and society would realise the benefit and importance of the LNGT.
In 2013 t ǡ ǡ ǡ technological choice are proper and comply with the basic principles of the European Union.
The commissioning of the LNGT ͵ʹͲͳͶǡ : construction and delivery of the ship-ȋȌǡȋȌ ȋȌǤThese separate constructions are implemented by the separate companies; therefore cǡ management and supervision of all these three main stages are of prime importance for the successful accomplishment of the project. Delay of even one of the stages can have negative consequences for the whole project implementation. In order to ǡǡ ȋȌǤe contractors. All the risks associated with these activities not completed on time and the increase in the price of work is transferred to the contractor.
There are not many examples in the world practice when the LNG terminal is constructed in the similar climate state as Ǥ ǡ ǡ Ǥ ǡ ǡ es on outside consultants and co-operates with the Constructor of the ship-ȋȌǡ ǡǡ -storage.
ǯǡ ȋǡǡ ABǡ ǡ state ǡǤȌǤǡ ȋǤǤ Agreemen Ȍǡ implementation and informs the LNGT supervisory committee under the direction of Prime Minister of the Republic of ǡely in operation of the working groups.
ǡ ǡd comply with their usage requirements. In the objects ǡ ǡ ȋȌ issued by the regional departments of environment protection and according to the most accessible methods of production. ǡǡies that would enable to handle appropriately any hazardous materials. The Company is responsible for the management and elimination of any environmental pollution and for the maintenance of adequate equipment condition.
In order to reduce the environmenta ǡ ǡ-ǡǡ accordance with the EU standards. The management of ǡ ǡ ǡ ǡ ǡǤsh Petroleum and SHELL which carried out the danger and risk analysis and evaluation of the Company gave positive conclusions on the safety of the Company's terminal.
ǡǡunder the direction of officers of the Fire and Rescue Department under the Ministry of Interior of the Republic of Lithuania.
ʹͲͳ͵ ǡ recuperation ǡ 5.000 m3 each with newly built storage tanks of 32.25 thousand m3 ǡ Ǥ ǡ ǡre applied.
ʹͲͳ͵ǡ Ǥ performs constant environmental monitoring of:
ȋ values were not exceeded outside the boundaries of the sanitary zone of the Company. 185 tons of volatile organic ȋȌȋʹͲͳʹ– ʹ͵ȌǢ
ȋ ȌǤ
During 2013 the Company utͳͲǡͺͷͲȋʹͲͳʹ– ͷǡͷͷȌǡ ʹͻʹȋʹͲͳʹ– ͳͻͳȌͺͺȋʹͲͳʹ– ʹǡͲͳ͵Ȍ ȋǡǡ ȌǤ
ǡ ȋȌ ʹͲͳ͵ǡ electronic way.
In 2013 the expenses for environment protection amounts ͵ǡͳʹȋʹͲͳʹ– ͵ǡͲͷ͵ȌǤ ͺͷ ȋʹͲͳʹ– ͳʹͲ Ȍ ȋ ǤȌʹͶȋʹͲͳʹ– ͳͻȌǤ
The year of 2013 was a challenging period. The Company had to overcome the challenges not only related with its main activity – ǡbut also ensuring smooth development of the LNGT project.
ʹͲͳ͵ͷǡͺͶͳͷΨͳǡͲͶͳ ʹͲͳʹȋǡͻͲͷȌǤ͵ΨȋͳΨʹͲͳʹȌume consist ȋ– HFOȌǤatmosphere temperature; therefore it is necessary to raise the product temperature till its fluidity temperature. The following products are attributed to HFO: various types of fuel ȋȌ oil ǡǡǡcrude Ǥȋ– LFOȌ– are oil ǡ temperatures. The following oil ǣǡǡǡǤ
The largest clients of the Company are Orlen Lietuva AB and Belarusian Mozyr oil refinery.
Orlen Lietuva AB comparing to 2012 ͳͲΨ or 430 thousand tons less in 2013 through the KN terminal. Orlen Lietuva AB reduced export through the Company's oil terminal due toǣȌ ǡ ǡ export of gasoline and dieseline were directed to Ukraine ȋ ȌǡʹȌdue to ǡ Orlen Lietuva AB reduced its production volumes.
Oil products transit from Belorussia and Russia oil refineries decreased by ʹͶΨ comparing to 2012 year ȋ ͳǡͻͻͺ ʹͲͳ͵ ʹǡͳͶ ʹͲͳʹȌ. Russian oil products transshipment ǡ ǡ ting especially effectively through the Ust- ȋȌǡ ʹͷ-30 m tons per year. After ǡreduced ǡ therefore transshipment of fuel oil through the Company's terminal also significantly decreased.
Nevertheless decreasing of transhipment the Company succeeded in ensuring stable revenue by signing a contract with the Swiss company ȋʹͲͳʹʹͲͳ͵ȌȋȌǤ This enterprise obliged to deliver for transhipment more than 2 million tons of oil products to the Company per year and to compensate losses of the Company in case of non-delivery of the necessary volume of cargo. In case of unstable oil products ǡDz-or-dzǡ is not performed or storage tanks are not loaded with oil products. By applying this principle the Company seeks to negotiate ǡs ǡid by the client.
ʹͲͳ͵ǮͳʹǡͺͲǡʹͲͳʹȋͳ͵ͺǡͺͺͳȌby ͳʹǡͲʹͳȋͺǤͷΨȌǣ
9 ǡʹͺʹ Ψ oil products transhipment revenue ȋ the Company tran ͳͷΨ ͳǡͲͶͳ thousand of oil products less ʹͲͳʹȌ. Oil products transhipment services comprise ͻͲΨ overall sale revenue.
9 Other revenue related to transhipment decreased by Ͷǡ͵ͻǤase is a result of not executed sale of HFO collected in water treatment facilities ȋʹͲͳ͵– ǡʹͲͳʹ– ͵ǡʹ͵͵ ; as of 31 December 2013 there is approx. ͵ǡͷ00 tons of collected HFOȌǤRemaining revenue related to transhipment consists of mooring ǡǡǡǡǤ
Net proʹͲͳ͵͵ͷǡͶͻ ǡͳͶΨͷǡ788 ʹͲͳʹȋͶͳǡͶ37 ȌǤ
Decreasing of net profit in 2013 was influenced by the main factors:
Increasing of net profit in 2013 was influenced by the following factors:
In 2013 cost ȋ ǡͲͺͻ Ȍ Ψ ͷǡʹͶ ʹͲͳʹ ȋ ͺͳǡ͵͵ ȌǤOf their vȋǡǡȌǡʹͺͻ thousand that constitutes decreasing by 20Ψǡ when transhipment volume decreased ͳͷΨǤ more effectively and used energy and other resources in optimal way.
ʹͲͳ͵ ǡ ǡ zation ȋȌ ͵ǡʹͺͻ thousand and ͻΨǡͷʹͻ thouʹͲͳʹȋͻǡͺͳͺȌ.
ǯȋǡ Ȍǣ
| Operating figures | 2013 12 31 | 2012 12 31 | 2011 12 31 |
|---|---|---|---|
| "ƒ•Š‹'‡–'ˆ'‹Ž'"'†—…–•ȋ‡–ǡ–Š'—•ƒ†–'•Ȍ | ͷǡ864 | ǡ905 | ǡ667 |
| ˜‡•–‡–•ȋPP&E ƒ…"—‹•‹–‹'•Ȍ | 98.954 | ͺǡ220 | ͳͻǡ443 |
| Oil terminal | 34.754 | 18,106 | 7,797 |
| Liquefied natural gas terminal | 63.919 | 22,623 | 11,646 |
| —"ƒ«‹—•ˆ—‡Ž•–'"ƒ‰‡ˆƒ…‹Ž‹–› | 281 | 45,491 | - |
| Financial figures | |||
| Sales revenue | 126ǡ860 | ͳ͵ͺǡ881 | 141ǡ276 |
| Gross profit | ͷͲǡ771 | ͷǡ545 | ͷͺǡ363 |
| EBITDA | ͵ǡʹͺͻ | ͻǡͺͳ8 | ͵ǡ327 |
| EBIT | ͵ͺǡͶͲͻ | Ͷǡͻͳ9 | ͷͲǡ673 |
| Financial and investment activities result | -80 | ͳǡ839 | ͳǡ277 |
| Profit before taxation | ͵ͺǡ͵ʹͻ | Ͷͺǡͷͺ | ͷʹǡ771 |
| Net profit | ͵ͷǡͶͻ | ͶͳǡͶ͵ | ͶͶǡ852 |
| Non-current assets | 52͵ǡͺͳ | ͶͶǡ650 | ͵ͺͻǡ643 |
| Current assets | 15ʹǡͳͷ͵ | ͳͳʹǡ360 | ͳʹͻǡ207 |
| Total assets | ͷǡͺ͵Ͷ | 5Ͳǡ010 | ͷͳͺǡ850 |
| Shareholders' equity | ͷͳǡͷͳ | ͷ͵ǡ412 | Ͷͻͻǡ838 |
| Profitability | |||
| Return on assets ȋȌ | 5.ͺΨ | 7.Ψ | 9.ͲΨ |
| Return on equity ȋȌ | 6.4Ψ | 8.ͲΨ | 9.ͶΨ |
| Gross profit margin | ͶͲΨ | ͶͳΨ | ͶͳΨ |
| EBITDA margin | ͷͲΨ | ͷͲΨ | ͷʹΨ |
| EBIT margin | ͵ͲΨ | ͵ͶΨ | ͵Ψ |
| Net profit margin | ʹͺΨ | ͵ͲΨ | ͵ʹΨ |
| Turnover | |||
| ……'—–•"‡…‡‹˜ƒ"އǡ†ƒ›• | 32 | 36 | 11 |
| ……'—–•'ƒ›ƒ"އǡ†ƒ›• | 78 | 18 | 19 |
| Financial structure | |||
| Debt ratio | 0.18 | 0.04 | 0.04 |
| Capital to assets ratio | 0.85 | 0.96 | 0.96 |
| "'••Ž‹"—‹†‹–›"ƒ–‹'ȋ…—""‡–"ƒ–‹'Ȍ | 3.37 | 7.21 | 12.28 |
| Market value ratios | |||
| Šƒ"‡'"‹…‡–'‡ƒ"‹‰•'‡"•Šƒ"‡"ƒ–‹'ȋȀȌǡ–‹‡• | 10.8 | 10.5 | 10.3 |
| ‡–'"'ˆ‹–'‡"•Šƒ"‡ȋȌǡ | 0.09 | 0.11 | 0.13 |
EBITDA = earnings before interest, taxation, depreciation and amortization.
EBIT = earnings before interest and taxation.
ȋȌαȀǤ
ȋȌαnet profit for the period / total average assets for the period.
Debt ratio = total current and non-current liabilities at the end of the period / total assets at the end of the period.
Gross liquidity ratio = total current assets at the end of the period / total current liabilities at the end of the period.
The Company is seeking to be competitive Ǣ ǡ economically reasoned investment policy. The Company also ensures compliance with environmental requirements by Ǥ ǡ ǡr projects are being carried out.
The biggest investments challenge for the Company is the implementation of LNGT Project.
The Company invested LTL 3ͶǡͷͶ thousand into modernization of the oil terminal in 2013. The essential and the largest investments in 2013 were as follows:
Vapour recuperation unit was installed and launched. That is an environmental project to gather carbohydrate ǡ environment. That will allow significantly decrease air pollution and offensive odours emission to environmental regions. Value of already ǡͷʹ͵ ȋ ʹͲͳ͵ ͳǡͶͷͻ ȌǤʹͲͳͶ– to apply the vapour recuperation unit in HFO transhipment at railway piers.
Reconstruction of the storage tank park of HFO tanks park: demolition of the four old storage tanks each 5 000 m3 and construction of the two new universal storage tanks each ͵ʹǡʹͷͲ3. The objective of that investment – to expand ͶͶǡͷͲͲ3 and to enlarge technological flexibility by enabling to store both light and heavy oil products. It increases competitive ǡ types and to accumulate larger batches of oil products for transhipment into oil tankers.
ʹͲͳ͵ǡ͵͵ǡ163 ȋʹͲͳ͵ ʹͻǡ295 ȌǤ
ʹͲͳͶ and their exploitation was started.
͵ͳ ʹͲͳ͵ ͻͺǡ162 thousand. The LNGT ǡ accordance with the set deadlines.
ǣ ȋ Ȍ ȋȌ
Jettǣ ͳͺ ʹͲͳ͵ ȋ
Ȍ ȋȌ ǤʹͲͳ͵ ǡ
ȋͻȌǤ
ǣ
ǣ
| Date | Works implemented |
|---|---|
| 7 February 2013 | The Company concluded the Overdraft Facility Agreement for LTL 120 million with Nordea Bank Finland Plc. |
| 18 February 2013 | Final tender offers were received and Latvian company AS BMSG was announced as the winner of –Ї "'…—"‡‡– 'ˆ ‡‰‹‡‡"‹‰ ƒ† …'•–"—…–‹' ™'"• 'ˆ ''"– ‹ˆ"ƒ•–"—…–—"‡ ȋŒ‡––›Ȍ ™‹–Š •—'‡"•–"—…–—"‡ȋ‡"—‹'‡–Ȍ™‹–Š Ǥ |
| 6 March 2013 | Final tender offers ™‡"‡ "‡…‡‹˜‡† ‹ –Ї "'…—"‡‡– 'ˆ ‰‹‡‡"‹‰ǡ "'…—"‡‡– ƒ† '•–"—…–‹'™'"•ˆ'" '‹'‡Ž‹‡•›•–‡ȋȌǤ |
| 8 March 2013 | The Company and Lietuvos dujos AB concluded the Service Agreement on LNGT's connection to the operating natural gas transmission system. |
| 14 March 2013 | The Company addressed the Ministry of Finance regarding the State Guarantee of LTL 200 million granting. |
| 20 March 2013 | The Company and Lietuvos dujos AB concluded the Agreement on the gas main point assembling. |
| 3 May 2013 | The LNG ship-storage unit floated out from the dry dock. |
| 4 June 2013 | The Board of the Company called the extraordinary General Meeting of Shareholders that on 2 July 2013 confirmed credit conditions of the EIB. |
| 13 June 2013 | The Special plan of the ǡ"‡Žƒ–‡†‹ˆ"ƒ•–"—…–—"‡ƒ†‰ƒ•'‹'‡Ž‹‡…'•–"—…–‹'™‡"‡…'ˆ‹"‡†Ǥ |
| 14 June 2013 | The State Credit commission confirmed the State Guarantee of LTL 280 million to secure the EIB "‡†‹– ȋ–Ї ‰—ƒ"ƒ–‡‡ ™ƒ• …'ˆ‹"‡† "› –Ї '˜‡"‡– ' ʹͲ —‡ ʹͲͳ͵Ȍǡ "› –Ї Parliament - on 2 July 2013. |
| 18 June 2013 | Trial of regasification unit successfully completed. |
| 27 June 2013 | The Special plan of the LNGT gas metering station confirmed. |
| June 2013 | Ї ‰ƒ•‹ˆ‹…ƒ–‹'—‹–•™‡"‡'"'†—…‡†ǡ–‡•–‡†ƒ†ƒ"‡–'"‡‹•–ƒŽŽ‡†Ǥ |
| 1 July 2013 | The KSSA territory and water area needed for the construction works were passed to PPS Pipeline Systems Gmbh. |
| 9 July 2013 | The Company concluded the Financing Agreement for LTL 300 million loan with the European Investment Bank. |
| 10 July 2013 | Pipes of gas pipeline were ordered. |
| July 2013 | DG Competition notification of the State assistance initiated in May. The Ministry of Finance sent pre-notification information that has been in advance coordinated with the Company. |
| July 2013 | ‡…А‹…ƒŽ •—'‡"˜‹•'" 'ˆ …'•–"—…–‹' ™ƒ• •'‡…‹ˆ‹‡†ǡ ƒ"…Š‹–‡…–—"‡ ƒ† …'‡…–‹' "‡"—‹"‡‡–• ȋ–‡…А‹…ƒŽ'"'˜‹•‹'•Ȍˆ'"–ЇŒ‡––›engineering were issued. The analysis of mooring started. |
| 9 August 2013 | The most important equipment of the jetty was ordered – cargo hooks and high pressure loading arms. |
| 21 August 2013 | AS BMGS started preparatory works for construction at the site – necessary equipment for the '•–"—…–‹'™ƒ•'"‹Ž‹œ‡†ǡ'"'†—…–‹''ˆ'‹Ž‡•™ƒ••–ƒ"–‡†Ǥ |
| 11 September 2013 | "‹ƒŽ'‹Ž‡•ƒ"‡†‡Ž‹˜‡"‡†ˆ"'–Ї'‹Ž‡•ˆƒ…–'"›‹'ŽŽƒ†ȋͳͲ'…•ǤȌ |
| 11 September 2013 | '•–"—…–‹''ˆ–‡''"ƒ"›ƒ''"'ƒ…Š"'ƒ†™ƒ•…''އ–‡†ǡconstruction site was equipped. |
| 11-21 September 2013 | Ї…•™‡"‡‡š‡…—–‡†‹–Їˆƒ…–'"›‹'ŽŽƒ†ǡ™Š‡"‡Œ‡––›'‹Ž‡•Šƒ˜‡"‡‡'"'†—…‡†ƒ†…Žƒ‹‡† requirements were coordinated. |
| 16 September 2013 | The external audit of the activity effectiveness and feasibility of the Company was executed. Positive conclusions received evaluating the Company activity from 1 January 2010 till 31 ‡…‡"‡" ʹͲͳʹ —†‡" ƒ•'‡…– 'ˆ ƒ……‡'–‡† '"Ž‹‰ƒ–‹'• ˆ‡ƒ•‹"‹Ž‹–›ǡ އ‰ƒŽ "‹sks and executed procedures of procurement compliance with legal acts of the Republic of Lithuania. |
| 18 September 2013 | Ї …''އ–‡† –‡…А‹…ƒŽ '"'Œ‡…– ȋˆ'" –Ї •‡…'† •‡…–‹'Ȍ ™ƒ• '"‡•‡–‡† ‹ '"†‡" –' "‡…‡‹˜‡ permission for construction. |
| 27 September 2013 | •–ƒ"–‡†–'†"‹˜‡–"‹ƒŽ'‹Ž‡•–'…'ˆ‹"‰‡'Ž'‰‹…ƒŽ‹–‡"'"‡–ƒ–‹'ȋ…'•–"—…–‹'"‡•‡ƒ"…Ї•ȌǤ |
| 30 September 2013 | '"• 'ˆ –Ї –‡""‹–'"› …އƒ‹‰ ƒ† ƒ''"'ƒ…Š "'ƒ† ‡"—‹'‡– ˆ'" –Ї …'•–"—…–‹' 'ˆ –Ї ĥ ‡–‡"‹‰•–ƒ–‹'ȋ Ȍ™‡"‡•–ƒ"–‡†Ǥ |
| Date | Works implemented |
|---|---|
| 7 October 2013 | The technical project of the jetty was altered according to the received data of geotechnical piles checks. |
| 15 and 29 October 2013 | Construction permissions were received for the 3 and 4 sections of the gas pipeline. |
| 24 October 2013 | According to the schedule all 24 piles of the services platform were driven. |
| 1 November 2013 | Ї •‹–‡ 'ˆ –Ї ƒ• ‡–‡"‹‰ •–ƒ–‹' ™ƒ• —†‡" •'‹Ž •'"‡ƒ†‹‰ ȋƒ"'—– ͷ 'ˆ •—" •'‹Ž ™‡"‡ †‡Ž‹˜‡"‡†ȌǤ |
| 12 November 2013 | Isolation of HDD string connections was started. |
| 18 November 2013 | Ї™Š'އ"'—–‡ȋˆ'"–Їއ‰–Š'ˆͳͺȌ'ˆ…'‡…–‹‰‰ƒ•'‹'‡Ž‹‡™ƒ•ƒ"‡†Ǣ…އƒ‹‰™'"• of the route were started. |
| 17 November 2013 | Reinforcement platform piles were started to drive. |
| 19 November 2013 | First pipes of the connecting gas pipeline were delivered. |
| 16 November 2013 | Reinforcement platform piles were started to drive. |
| 20 November 2013 | Conclusions of the European Commissions were received: |
| - Legal regulation of the LNG terminal complies with the requirements of internal market of the European Union. |
|
| - Financing of the LNGT project from the European Investment Bank was ensured. |
|
| 27 November 2013 | The optimized plan of works in winter time was prepared. |
| 28 November 2013 | Marine exposure tests of the LNG floating storage unit were executed. |
| 29 November 2013 | The HDD drilling works were started. |
| 2 December 2013 | Public market consultation regarding the LNGT capacities distribution demand was started. |
| 4 December 2013 | Pledge agreement necessary to receive the State Guarantee was concluded with the Ministry of Finance of the Republic of Lithuania. |
| 9 December 2013 | Ї‰"‡‡‡–'ˆͷͲ‹ŽŽ‹'"ƒ‰—ƒ"ƒ–‡‡ǡ‹'"†‡"–'ƒ••—"‡'ƒ›‡–•ˆ'"–Ї"‡–'ˆ floating •–'"ƒ‰‡'‡‰Š ǡ™ƒ•…'…Ž—†‡†™‹–Š'"†‡ƒƒ ‹Žƒ†Ž…Ǥ |
| 20 December 2013 | ‹"•–…"‡†‹–ˆ—†•ȋEUR 15 millionȌ'ˆ–Ї—"''‡ƒ‹˜‡•–‡–"ƒ™‡"‡"‡…‡‹˜‡†Ǥ |
| Date | Legal act | Effect on the LNGT project |
|---|---|---|
| 10 April 2013 | Resolution No. 318 by the Government of the Republic of Lithuania "On Activity priorities of the Government of the Republic of Lithuania for 2013" ƒœ‡––‡ǡʹͲͳ͵ǡ'ͶͲ-ͳͻͶͻȌǤ ȋ–ƒ–‡ |
The Government approved continuation of the implementation of strategic energy projects as one of the priority field including the LNGT project implementation. |
| 30 April 2013 | Resolution No. 378 by the Government "On determination of profit payment of state enterprise Klaipeda –ƒ–‡ ‡ƒ''"– —–Š'"‹–›dz ȋ–ƒ–‡ ƒœ‡––‡ǡ ʹͲͳ͵ǡ'Ͷ-ʹʹͷȌǤ |
Stated that in 2013 payment of distributable profit of the company being 'ƒ‹† "› –' –Ї •–ƒ–‡ "—†‰‡– ȋ"› †‹˜‹†‹‰–ЇʹͲͳʹ'"'ˆ‹–Ȍ‹•ͳ'‡"…‡–Ǥ‡ of the reasons of decision – the LNGT project implementation. |
| 23 April 2013 | Resolution No 350 by the Government "On dividends of the stock company Klaipeda Nafta". |
Ї‹‹•–"›'ˆ‡"‰›ǡƒ•ƒƒ‰‡"'ˆ –Ї Company's shares owned by the State on '"''‡"–› "‹‰Š–ǡ ™ƒ• ƒ••‹‰‡† –' ‡–‹–އ ‹–• representative at the General Meeting of Shareholders to propose a decreasing of a part of the 2012 Company's distributable profit dividends to 1 percent and to vote for the necessity to finance the LNGT project. |
| 13 June 2013 | Decree No 1-130 by the Minister of Energy "On confirmation of the Special plan of the Liquefied ƒ–—"ƒŽ ‰ƒ• –‡"‹ƒŽǡ ‹–• "‡Žƒ–‡† ‹ˆ"ƒ•–"—…–—"‡ ƒd construction of gas pipeline". |
The Special plan of the LNGT project was confirmed. |
| Date | Legal act | Effect on the LNGT project |
|---|---|---|
| 20 June 2013 | Resolution by the Government of the Republic of Lithuania on granting the LTL 280 million State Guarantee –'–Ї—"''‡ƒ˜‡•–‡–ƒȋ–ƒ–‡ ƒœ‡––‡ǡʹͲͳ͵ǡ'Ǥͺ-͵ͶʹȌǤ |
The Government granted the State Guarantee to the European Investment ƒǡ ‹–‡†‡† –' ‡•—"‡ ˆ‹ƒ…‹‰ 'ˆ –Ї LNGT project. |
| 27 June 2013 | Law No XII-426 on alteration of the articles No ͷǡͳͲ and 11 of the Law on Liquefied Natural Gas ƒœ‡––‡ǡʹͲͳ͵ǡ'͵-͵ͺͶʹȌǤ ‡"‹ƒŽȋ–ƒ–‡ |
†''–‡†ƒŽ–‡"ƒ–‹'•'ˆ–Їƒ™ǡ…'ˆ‹"‹‰ –Ї '"'Œ‡…– ˆ‹ƒ…‹‰ •…Ї‡ǡ –Šƒ– provide conditions to use the LNGT terminal gasification capacities. |
| 2 July 2013 | Resolution No XII-479 by the Seimas "On granting the State Guarantee to the European Investment ƒœ‡––‡ǡʹͲͳ͵ǡ'͵-͵ͷͺȌǤ ƒdzȋ–ƒ–‡ |
The Seimas of the Republic of Lithuania confirmed the State Guarantee of LTL 280 million. |
| 17 July 2013 | Resolution No 640 by the Government "On confirmation of the description of principles of prices determination in the Natural gas sector regulated by the State and Resolution No 1276 by the Government "On confirmation of principles of value of usable assets 'ˆ ƒ–—"ƒŽ ‰ƒ• –"ƒ•‹••‹'ǡ †‹•–"‹"—–‹'ǡ Ž‹"—‡ˆ›‹‰ ƒ† •–'"ƒ‰‡ ‹ …''ƒ‹‡• licensable activities determination" and confirmation of the resolution being under alteration as invalid. |
"‹…‹'އ•'ˆ'"‹…‡•ǡ"‡‰—Žƒ–‡†"› –Ї–ƒ–‡ ‹ –Ї ‰ƒ• •‡…–'"ǡ establishment were confirmed. |
| 23 July 2013 | Decree No 1-196 by the Director of Fire and Rescue Department "On Direct application of normative construction technical document of foreign state" ƒœ‡––‡ǡʹͲͳ͵ǡ'ͺʹ-ͶͳͶͳȌǤ ȋ–ƒ–‡ |
The Company was permitted while engineering the LNGT jetty at Klaipeda Seaport to apply directly certain standards applicable by the National Fire Protection ••'…‹ƒ–‹'ȋ Ȍ'ˆ–ЇǤ |
| 22 August 2013 | Resolution No 730 by the Government "On acquisition of shares of the company under indirect control of the State". |
The Company was permitted to increase the authorized capital of LITGAS UABǡ "‡Ž'‰‹‰ –' –Ї ''ƒ›ǡ ‹ •—…Š ™ƒ› that it would be possible to grant not less –Šƒ ʹȀ͵ 'ˆ •Šƒ"‡• –' ‹•ƒ‰‹' ƒ–'‹· ‡Ž‡–"‹·UAB or its controlled company. |
| 4 October 2013 | Decree No 1-194 by the Minister of Energy "On confirmation of quality requirements for natural ƒœ‡––‡ǡʹͲͳ͵ǡ'ͳͲ-ͷʹͶͻȌǤ ‰ƒ•dzȋ–ƒ–‡ |
The highest and the lowest quality limits of ǡwere –Ї‰ƒ•ǡ‹''"–‡† –Š"'—‰Š –Ї confirmed. |
| 23 October 2013 | Resolution No 677 by the Government "On Confirmation of administration rules for the State credits re-financing and the State Guarantee ‰"ƒ–‹‰ǡ ‰"ƒ–‡† "‡ˆ‹ƒ…‡† …"‡†‹–• "‡–—"‹‰ ƒ† the State Guaranteedz ȋ–ƒ–‡ ƒœ‡––‡ǡ ʹͲͳ͵ǡ ' ͳͳ͵- ͷͷȌǤ |
Special provisions were established as essential for the LNGT terminal due to the future evaluation of the real-estate and its insurance after registration in the register of real estate assets as ownership of the security provider. |
| 13 November 2013 | Resolution No 1049 by the Government "On Resolution No 199 by the Government dated 15 February 2012 "On implementation of the Law of the Republic of Lithuania on Liquefied natural gas terminal" amendments" project. |
It was identified that the Company as the LNGT project implementation company would execute distribution of the LNG terminal capacities. |
| 5 December 2013 | Žƒ‹'·†'•ƒˆ–ƒ…'…Ž—†‡†ƒ‰"‡‡‡–•™‹–Š –Ї Ministry of Finance of the Republic of Lithuania regarding the guaranteed pay and mortgageǡ maximum conditional and ordinary pledge. |
The Company obliged to pay to the Ministry of Finance the guarantee pay of EUR 81million and to mortgage for the "‡‡ˆ‹– 'ˆ –Ї –ƒ–‡ ƒŽŽ‹–• ˆ—–—"‡ '"''‡"–›ǡ which would be created during the period of the LNGT project. |
| 11 December 2013 | Resolution by the Government of the Republic of Lithuania "On the Resolution No 1354 by the Government dated 7 November 2012 "On Approval of the Diversification rules of Natural Gas Supply" alteration. |
The minimum amount of the imported and gasified natural gases through the LNGT was determined. |
| 12 December 2013 | The Seimas of the Republic of Lithuania adopted Law No XII-659 on approval of financial indicators of the State budget and municipality budgets for 2014. |
The highest limit of the State Guaranteeǡ ‰"ƒ–‡† ˆ'" ‹˜‡•–‡– '"'Œ‡…–•ǡ ‹…Ž—†‹‰ –Ї ǡ™ƒ•‡•–ƒ"Ž‹•Ї†Ǥ |
| 23 December 2013 | Agreement of shareholders between the Company and Lietuvos energija UAB. |
‹–Š "‡‰ƒ"† –' –Ї ‡"‰› 'ƒ…ƒ‰‡ "‡"—‹"‡‡–•ǡ –Ї ''ƒ› "‡ˆ—•‡† "‹‰Š–• |
| Date | Legal act | Effect on the LNGT project |
|---|---|---|
| of voting at LITGAS UAB meeting of shareholders. |
||
| 27 December 2013 | Decree No 1-245 by the Ministry of Energy "On approval of natural gas metering procedure description". |
Metering units - ͵ ƒ† Š —•‡† ‹ ‰ƒ• transferring system were determined. |
| 31 December 2013 | Decree No 3-663 by the Minister of Transport and Communication "On Decree 3-246 by the Minister of Transport and Communication dated 30 June 2008 "On Rules of taxes application of Klaipeda State ƒœ‡––‡ǡ ʹͲͳ͵ǡ ' ʹͲͳ͵- ‡ƒ''"–dz ƒŽ–‡"ƒ–‹' ȋ–ƒ–‡ ͲͲ͵ͶȌǤ |
Updated Rules of taxes application of Žƒ‹'·†ƒ–ƒ–‡‡ƒ''"–ǡ™‹–Š "‡‰ƒ"† –' –Ї ǡ™‡"‡…'ˆ‹"‡†Ǥ |
| Changes in regulatory environment: | |||||
|---|---|---|---|---|---|
| Date | Legal act | Effect on the LNGT project | |||
| 27 June 2013 | The NCCPE Resolution No 03-259 "On the highest limit of transfer price of natural gas of –'… …''ƒ› "‡" "‹†ǡ ƒ††‹–‹'ƒŽ ƒ† inseparable component to the highest limit of –"ƒ•ˆ‡" '"‹…‡ 'ˆ ƒ–—"ƒŽ ‰ƒ• ȋ–Ї ‡†‡–Ȍƒ†ƒ''Ž‹…ƒ–‹''ˆ•'‡…‹ˆ‹…–"ƒ•ˆ‡" services prices in 2013". |
The LNGT Amendment – LTL 37.53 for –Š'—•ƒ†͵ǡ™Š‡"‡"› –Ї…'ŽŽ‡…–‡† ˆ—†• '—ކˆ‹ƒ…‡–Ї ‹ˆ"ƒ•–"—…–—"‡ǡ™ƒ• established. |
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| 18 July 2013 | The NCCPE Resolution No 03-316 "On approval of description of accounting separation of ƒ–—"ƒŽ ‰ƒ• …''ƒ‹‡•ǡ ƒŽŽ'…ƒ–‹' 'ˆ …'•–• ƒ† requirements related to accounting separation ƒœ‡––‡ǡʹͲͳ͵ǡ'ͺͳ-ͶͲͺͲȌǤ 'ˆ‹"ƒ–‹'dzȋ–ƒ–‡ |
The description of accounting separation 'ˆ ƒ–—"ƒŽ ‰ƒ• …''ƒ‹‡•ǡ ƒŽŽ'…ƒ–‹' 'ˆ costs and requirements related to ƒ……'—–‹‰ •‡'ƒ"ƒ–‹'ǡ ™ƒ• …'ˆ‹"‡†ǡ ™Š‡"‡"›ǡinter aliaǡ†‡'"‡…‹ƒ–‹'•–ƒ†ƒ"†• that should be applied also to the LNGT infrastructure were approved. |
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| 13 September 2013 | The NCCPE Resolution No 03-367 "On approval of methodology of the State regulated prices in –Їƒ–—"ƒŽ‰ƒ••‡…–'"dzȋ–ƒ–‡ ƒœ‡––‡ǡʹͲͳ͵ǡ' 98-ͶͺͻʹȌǤ |
Formulas of the Security component and the Liquefying service prices were determined; income regulation of the LNGT operator was set forth. |
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| 11 October 2013 | The NCCPE Resolution No 03-445 "On the additional Security component of the natural gas supply to the natural gas transfer price for the ƒœ‡––‡ǡʹͲͳ͵ǡ'ͳͲͺ ›‡ƒ"'ˆʹͲͳͶdzȋ–ƒ–‡ ͷ͵ʹȌǤ |
–‡" ƒŽ‹ƒǡ –Ї ‡…—"‹–› …'''‡– –Šƒ– would be valid from 3 December 2014 till 31 December 2014 – ͵ͻǡ͵Ȁ–Š'—•ƒ† m3. was established. |
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| 23 December 2013 | The NCCPE Resolution No 03-750 "On the Resolution No 03-294 by the State commission of prices and energy control dated 9 October 2012 "On approval of the description of administration procedure of the liquefied ƒ–—"ƒŽ ‰ƒ• –‡"‹ƒŽǡ ‹–• ‹ˆ"ƒ•–"—…–—"‡ ƒ† connection equipment and exploiting costs or their part to be compensated" alteration. |
"'˜‹•‹'ǡ •ƒ›‹‰ –Šƒ– –Ї ˆ—†•ǡ intended to compensate exploiting ‡š'‡•‡• '" –Ї‹" 'ƒ"– 'ˆ –Ї ǡ ‹–• ‹ˆ"ƒ•–"—…–—"‡ƒ†…'‡…–‹'ǡƒ"‡'ƒ›ƒ"އ only to company possessing gas liquefying Ž‹…‡•‡ǡ™ƒ•"‡ˆ—•‡†Ǥ |
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| 27 December 2013 | The NCCPE Resolution No 03-758 "On Rules coordination of stock company Amber Grid natural gas transmitting system balancing" ƒœ‡––‡ǡʹͲͳ͵ǡ'ͳͶͳ-7142. ȋ–ƒ–‡ |
The possibility to supply gas from the liquefied natural gas terminal into the ƒ–—"ƒŽ‰ƒ•–"ƒ•‹––‹‰•›•–‡ǡ‡˜ƒŽ—ƒ–‹‰ that amount of gas would be identified in cubic meters and energy value of transmitted gas amount would be calculated was set forth. |
The Company's operational goals for 2014 are associated with the implementation of the Company's strategy. The following is planned:
ʹͲͳͶǢǡǡ is planned in 2014 to keep the transhipment of oil products on the same level as in 2013. The main income from oil product transhipment will be ensured through the long-ȋʹͲʹͶȌ beneficial transhipment agreement with the Swiss company Litasco SA.
In 2014 the list of customers that are supplying fuel to Lithuanian market is expanding. Since 2014 fuel import services will ǡ Ǥ
In 2014 the Company expects to allocate approx. LTL 26ͳǤǡʹͶʹǤͻ in the LNG terminal project as well as LTL 16.3 million to be invested in the oil terminal and LTL 2.5 million to be invested in « well as reconstruction of water treatment facilities.
Overall LNGT project schedule is presented below. The main directions of works in order to start the operation of LNGT by 3 December 2014 are the following:
Gas pipeline:
ǡ ǡ ǯ laying through the Curonian Lagoon;
ǡǡ pipeline to the connection trench and the its joining to the HDD strings;
Construction of the gas metering station and installation of a pipeline connecting the gas connection to the transmission system and connective pipeline testing.
Jetty:
ǡles and filling them with concrete for preparation for the mounting of ferroconcrete platforms
ǡ and preparation for the mounting of jetty suprastȋȌǤ
ȋȌǡ -pressure arms and release hooks to the ǡǤ
Regulatory development and implementation:
LNG transhipment regulations are developed in such a way that reduces the impact of operating costs of the LNG terminal on the Lithuanian gas customers;
The regulation for liquefaction service price is improved by making it more similar to the regulations of other LNG terminals in the European Union;
Terminal usage rules are developed and coordinated publicly before the beginning of allocation of the terminal capacity to third parties;
Detailed cost justification and coordination of the investment project with the National Control Commission for Prices and Energy seeking to establish the LNG terminal's regulated prices of services and security component.
Establishing of LNG operator:
LNGT usage rules are publicly coordinated and approved by the National Control Commission for Prices and ǡ ǡ plan for the first year i.e. 2015 is created;
Development and implementation of the LNGT operator's inteǡǡǡ ǡ Ǣ training; announcement about LNGT services
ǡǡion and testing works; acquisition of relevant certificates and licenses.
The Company's shares are traded on the regulated market; they are listed in the Baltic Secondary list of the Stock Exchange of NASDAQ OMX AB Vilnius.
| Їƒ‹†ƒ–ƒƒ"'—––Ї''ƒ›ǯ••Šƒ"‡•ǣ | ||
|---|---|---|
| ISIN code | LT0000111650 | |
| Abbreviation | KNF1L | |
| Šƒ"‡‡‹••‹'ȋ'…•ǤȌ | ͵ͺͲǡͲǡͳͺͶ |
ȋȌ Ǥ ordinary registered share of the Company grants one vote in the General Meeting of Shareholders.
ȋȌǣ
An ordinary registered share of the Company shall grant the following non-ȋȌǣ
As at 31 December 2013 all ͳǡͺʹͲȋ͵ͳʹͲͳʹ– ͳǡͺͷͺȌǤ
ͷΨ͵ͳʹͲͳʹʹͲͳ͵ǣ
| 31 December 2013 | 31 December 2012 | |||
|---|---|---|---|---|
| Shareholder's name (company's name, address, | Number of | Part of | Number of | Part of |
| company code of registration) | owned | authorized | owned | authorized |
| •Šƒ"‡•ȋ—‹–Ȍ | ƒ'‹–ƒŽȋΨȌ | •Šƒ"‡•ȋ—‹–Ȍ | ƒ'‹–ƒŽȋΨȌ | |
| The Republic of ‹–Š—ƒ‹ƒǡ"‡'"‡•‡–‡†"›–Ї‹‹•–"›'ˆ | ||||
| ‡"‰› 'ˆ –Ї‡'—"Ž‹… 'ˆ ‹–Š—ƒ‹ƒ ȋ ‡†‹‹''"Ǥ ͵ͺȀʹǡ |
275.241.290 | ʹǡ͵ʹ | 275.241.290 | ʹǡ͵ʹ |
| ‹Ž‹—•ǡ͵Ͳʹ͵Ͳͺ͵ʹȌ | ||||
| '…‡" …Ї'• ‰"—'·UAB ȋ 'ƒŽƒ—‹• ˜‹ŽŽƒ‰‡ǡ 'ƒ˜ƒ | ||||
| †‹•–"‹…–ǡͳͷ͵ͶͺͲȌ | 38.975.150 | ͳͲǡʹͶ | 38.975.150 | ͳͲǡʹͶ |
| –Ї"ȋ‡ƒ…Š'™‹‰އ••–ŠƒͷΨȌ | 66.389.744 | ͳǡͶͶ | 66.389.744 | ͳǡͶͶ |
| Total | 380.606.184 | 100,00 | 380.606.184 | 100,00 |
| 2013 m. | 2012 m. | 2011 m. | |
|---|---|---|---|
| Highest share price in LTL | ͳǡ͵Ͳ | ͳǡͶ | ͳǡͺͷ |
| Lowest share price in LTL | ͳǡͲͲ | ͳǡʹͶ | ͳǡʹͶ |
| Share price at the end of period in LTL | ͳǡͲͳ | ͳǡʹ | ͳǡ͵ͷ |
| Average share price in LTL | ͳǡͳͻ | ͳǡ͵͵ | ͳǡͷͷ |
| —"'˜‡"ǡ—‹– | 3.644.550 | 4.061.889 | 5.022.637 |
| —"'˜‡"ǡ–Š'—•ƒ† | 4.314 | 5.482 | 7.740 |
| ƒ'‹–ƒŽ‹œƒ–‹'ǡ–Š'—•ƒ† | 383.727 | 484.924 | 460.534 |
Authorized capital of the Company
The Company's authorized capital amounted to LTL 380.606 thousand as of 31 December 2013. All the shares of the Company are fully paid and no restrictions on the transfer of securities are applied to them. The authorized capital is divided into ͵ͺͲǡͲǡͳͺͶ ȋ -Ȍ value of 1 LTL. The Authorized capital has not altered during the reporting period.
The Company did not acquire own shares in 2013.
͵Ͳ ʹͲͳ͵ǡ General Meeting of Shareholders was held which approved the financial reports and profit distribution project of 2012. In order to ensure the Company's possibility to finance the LNGT project from its own and borrowed funds it was determined to allocate to the Shareholders smaller than usual amount – ͶͳͲͲǡͲͲͳ for one share from the 2012 profit.
The Company has an agreement with Financial Markets Department of SEB Bankas AB for accounting of the Company's securities and related services.
| "ƒ ‹ƒ…‹ƒŽƒ"‡–•‡'ƒ"–‡–ǣ | ||
|---|---|---|
| Company code | 112021238 | |
| Address | ‡†‹‹'ͳʹǡͲͳͳͲ͵‹Ž‹—• | |
| Telephone | +370 5 2681190 | |
| [email protected] | ||
| ‡"•‹–‡ | www.seb.lt |
ǡǡ market. Refer to the Appendix to the Annual Report for the compliance report.
ǡ ǡ Company and other legal acts of the Republic of Lithuania.
The Company's Articles of Association are registered in the Register of Legal Entities and indicate the following management bodies:
The General Meeting of Shareholders is a body solving the essential issues of the Company's activity. Competences of the General Meeting of Shareholders of the Companyǡǯǡ Companies and in the Article of Association of the Company.
The head of the Company who is also a member of the Board ȋǤǤȌ while the member of the Supervisory board and the financier participate depending on the questions addressed.
The Supervisory Board ͵ȋȌǡGeneral Meeting of Shareholders according to the procedure established by the Law on Stock Companies. The number of the terms of office a member Ǥ ǡ ǡ ǡ Supervisory Board. The Superǡǡ Ǥ ǡ rights and duties of the Supervisory Ǥ
Ͷ ʹͲͳ͵Ǥ ǡ meeting when one member was absent but authorized other person to vote instead of him.
The Supervisory Board by its decision has established an Audit Committee as an advisory body. The Audit Committee is ͵ȋȌǤDznduct of · ABǡ ǯ ǡ ǡ duties of the Audit Committee. The key functions of this committee are: observe preparation process of the Company's Financial Sǡ ǡ analyse efficiency of the systems of internal audit and risk management.
The Board ͷȋȌǡ for the perͶȋȌǤȋNote: During the period of time from 20 March 2013 till 31 December 2013 including, in the ͺͻȌǤ ǤȋNote: During the period of ͶͶͷͷͶͷǡ ǡǡȌ.
The number of the terms of office a member may serve on the Board is not limited. A person who is a member of the ǡ member of the Board. The powers of the members of the Board and activities of the General Manager have been determined by the Law on Stock Companies and the Articles of Association of the Company.
The Company is managed by the General Manager which is a single-person managing body of the Company. The General Manager is the main person managing and representing the Company. The duties and competence of the General Manager have been determined by the Law on Stock Companies and the Articles of Association of the Company.
ȋ ͳͻͺʹȌ – Chairman of the Supervisory Board of the Company. as elected as a member of Supervisory Board at the extraordinary general meeting of shareholders held on 11 February 2013 for the term of 4 years. Education: ǡ ǡ ȋʹͲͲͶȌǡ ǡ law and management studies progrǡ ȋʹͲͲͻȌ. Employment – Head of Legal department of Ministry of Energy of the Republic of Lithuania. Participation in the activity of companies and organizations – member of the Board of Kauno energetikos remontasǡ UAB till 3 December 2013ǡ member of · ·Ǥ · «· has no direct interest in the share capital of the Company.
ȋborn in ͳͻͲȌ - Member of the Supervisory Board of the Company. member of Supervisory Board at the extraordinary general meeting of shareholders held on 11 February 2013 for the term of 4 years. Education: Vilnius University faculty of lawǡ qualification - lawyer ȋͳͻͻ͵ȌǤ Employment: Vilnius University Institute of international relations and political science - lecturerǡindependent consultantǡsince 20 September 2013 head of MB Romas Švedas ir partneriaiǡ European Union Agency for the Cooperation of Energy Regulators – member of the Administrative Board. Romas Švedas has no direct interest in the share capital of the Company.
ȋborn in 1970Ȍ - Member of the Supervisory Board of the Companyǡ member of Audit Committee. meeting of shareholders held on 11 February 2013 for the term of 4 years. Education: ǡ ȋͳͻͻͶȌǡ SM University of Management and Economicsǡ module – management accounting: value analysis ȋʹͲ10Ȍ. Employment: - Klaipeda Free Economic Zone Management Companyǡ. Participation in the activity of other companies - Klaipeda Free Economic Zone Management Companyǡ Boardǡ Ƿ ÷ Dzǡ Board memberǡ ǷDzǡ directorǡ Ƿ capital" UAB Board member. Eimantas Kiudulas has no direct interest in the share capital of the Company.
During the year of 2013 no remuneration has been calculated for the member of the Supervisory Board. They did not receive ǡǤ
ȋ ͳͻͲȌ – Member of the Supervisory Board of the Companyǡ ǡ-elected by Supervisory Board on 18 March 2013 for the new term of four years. See above for more details.
ȋͳͻͻȌ- Member of Audit Committeeǡelected by the Supervisory Board on 18 March 2013 for a term of four years. Education: Vilnius ǡǡMaster in economics ȋʹͲͲ͵Ȍǡ Baltic Institute of Corporate Governance: executive program of corporate governance ȋʹͲͳ͵Ȍ. Employment: ǡUABǡ ; ͳͲͲΨǡ UABǤæhas no direct interest in the share capital of the Company.
ȋͳͻͳȌ- ǡsory Board on 18 March 2013 for a term of four years. Education: Vilnius UniversityǡBachelor in economics ȋͳͻͻͶȌǡ Ƿ Dzǡ business management master ȋʹͲͲͲȌǤ Employment: "Ad ventum" chariman of the Boardǡ Ƿ æDzǡ AB Board member. Simonas æhas no direct interest in the share capital of the Company.
For ʹͲͳ͵ ǤæǤ Committee amounts to LTL 25 thousand. Members of the Audit CǡǤ The members of the Audit Committee are remunerated according to the Remuneration payment order for the activity of · ǡSupervisory Board.
ȋͳͻȌ- Member of the Board of the Company. Elected as the Board member by the Supervisory Board on 24 October 2011. Education: Kaun ǡ faculty of mechanics - engineer diploma ȋͳͻͺͻȌǡ International Business School at Vilnius University – MBA in international trade ȋʹͲͲ͵ȌǡBaltic Institute of Corporate Governance: chairman program of corporate gȋʹͲͳ͵Ȍexecutive program of corporate gȋʹͲͳʹȌ. Participation in the activity of other companies: by the 22 November 2013 - Board member of LITGAS UABǡfrom November 2013ǡ ǡ– Board member. «has no direct interest in the share capital of the Company.
ȋborn ͳͻͻȌ- Member of the Board of the Company. Elected as the Board member by the Supervisory Board on 24 October 2011. Education: Vilnius UniversityǡMaster in Banking ȋʹͲͲ͵Ȍǡ University of Management and EconomicsǡEMBA ȋʹͲͲͺȌǤ ǡ leadership program ȋʹͲͲͺȌ; Baltic Institute of Corporate Governance: chairman program of corporate g ȋʹͲͳ͵Ȍ executive program of corporate g ȋʹͲͳ0Ȍ. Employment: Swedbank Life Insurance SE Lithuanian branchǡ chairman of the Board and CEO; by the 22 November 2013 - Board member of LITGAS UAB. Mindaugas Jusius has no direct interest in the share capital of the Company.
ȋborn ͳͻȌ- Member of the Board of the Company. Elected as the Board member by the Supervisory Board on 24 May 2013. Education: Vilnius University ǡ qualification - lawyer ȋͳͻͻʹȌǤ Employment - Chancellor of Ministry of Energy of the Republic of Lithuania. Participation in the activity of other companies: Member of the Board of Lietuvos dujos AB from 25 April 2013. Valdas Lastauskas has no direct interest in the share capital of the Company.
ȋborn ͳͻͻȌ- Member of the Board of the Companyǡ General Manager. Elected as the Board member by the Supervisory Board on 17 September 2010. Education: Vilnius University faculty of economics and industry managementǡ economist diploma ȋͳͻͻͶȌǡ Vilnius University Institute of international relations and political scienceǡ bachelor in international relations and politics ȋͳͻͻͶȌǤ Participation in the activity of other companies: vice-president and Council member of Lithuania seaways shipping companies association; by the 22 November 2013 - Board member of LITGAS UABǡ by the 9 September 2013 – General Manager of LITGAL UAB. ͳͲͲΨǡ Rokas Masiulis has no direct interest in the share capital of the Company.
Member of the management bodies of the Company are remunerated according to the determined Regulations or Agreements provisions of the same management bodies or those management bodies that elect them. According to the provisions of the ǡ the meeting of shareholders agreements regarding the activity in the Supervisory Board with the Supervisory Board Members can be concluded providing an encouragement policy for the Members of the Supervisory Board with respect to activity results and perspectives of the Company.
Independent member of the Board are paid based on the agreement concluded with the Company that is approved by the Supervisory Board. During 2013 the calculated remuneration for independent members of the Board M. Jusius and R. « ompany's Board amounted to LTL 75.5 thousand. Member of the Board R. Masiulis received remuneration associated only with labour relationship; additionally for work in the Board he has not been paid. Members of ǡs or assets.
ȋͳͻͻȌǡISM University of Management and EconomicsǡEMBA ȋʹͲͲͷȌǤ No participation in other companies management. Rolandas Zukas has no direct interest in the share capital of the Company.
ǮǡǤ
The Company's main asset is its employees who are the most important link to the Company's achievement of goals. ̵ ǡ ǡ ǡopment of the Company culture that creates increased added value.
In 2013 the average number of employees was 368 and it has an increase by 13 percent or 41 employee compared to 2012 ȋ͵ʹȌǤ͵ͲʹͲͳʹ« storage facility as well as due to the formation of LNGT personnel.
ʹͲͳ͵ʹȋʹͲͳʹ- ͶǤȌǡʹͻȋʹͲͳʹ- 28 ǤȌǡ ͻȋʹͲͳʹ- ͺǤȌǤ
| Average number of employees | Šƒ‰‡ǡ‹ | ||
|---|---|---|---|
| Employee category | 2013 | 2012 | percent |
| Managers ͳȌ | 32 | 27 | ͳͻǡͲ |
| Specialists | 108 | 90 | ʹͲǡͲ |
| '"‡"• | 228 | 210 | ͺǡ |
| Total | 368 | 327 | 12,5 |
ͳȌ Ǯ ǣ ǡ ǡ ǡ Divisions.
On 31 December 2013 the Company employed 71 percent of males and 29 percent of females. This is due to the Company's activities: traditionally engineering-technical works and hard work outdoors is preferred by males. The average age of ͶͷǤǡǡ graphs below.
̵ ǡ employees whose skills and work results will help the Company to successfully develop its mission and achieve business objectives at the lowest cost.
| ˜‡"ƒ‰‡'–ŠŽ›•ƒŽƒ"›ȋ‰"'••Ȍǡ | |||
|---|---|---|---|
| Employee group | 2013 | 2012 | |
| Managers ͳȌ | 10.842 | 10.959 | |
| Specialists | 5.082 | 4.969 | |
| '"‡"• | 3.465 | 3.547 | |
| Total | 3.986 | 3.973 |
| Average monthly salary according to employee groups | |
|---|---|
Notes:
ͳȌ Ǯǣ ǡǡǡ Ǥ ʹͲͳ͵ Ͷǡͳ ͳ͵ͳ employee per year.
ʹȌThe average monthly salary includes accumulated annual bonuses for the specified period.
Employee's remuneration consists of: the compensation for the work done - ǡǡ ǡ Ǣbenefits unrelated to the direct work - ǡ received benefits in non- ǯǡ ǡ ǡ ǡǡ to the gym and so on.
The Company has implemented the procedures for employee performance evaluation and bonus allocation. Employee performance management is one of the most important management and effective leadership techniques that help achieve the organizational goals and create positive relationships between managers and their subordinates that allow planning employees' career and increasing their motivation. An annual interview at the Company is a tool for employee performance management that ensures that employees' personal goals are set in accordance with the Company's goals. The annual interview helps to assess the employee's goal achievement as well as set new goals and form the feedback culture between a supervisor and a subordinate. During the ǡ ǡ discussed.
In September 2013 the Company's requested Alliance Recruitment UAB to conduct the staff survey to determine the level of employee satisfaction with the work environment and the Company and the level of engagement as well as to improve relevant areas and working conditions of employees. Employee opinion survey revealed that 70.48 percent of employees are satisfied with their work environment and the Company itself. The overall average employee satisfaction index in Lithuanian manufacturing companies is about 50-55 percent. The study results showed that people highly value the quality of relationships with co-workers and supervisors; they have no hesitations that they do tǡ ǡ-ǡǡǤ
All Companies employment agreements with the ǡǡ the requirements of the Labour Code of the Republic of Lithuania. Employees are employed and laid off following requirements of the Labour Code.
The Board approves the provisions for p ǡǡǤ Board of Company also approve the monthly fixed part and a variable part for the Company's management. According to the ǡy is paid based on the quarterly results only if set goals are achieved. The Company does not provide for the change periodicity of set fixed and variable management remuneration components.
ǯ ǡǡ and Heads of Divisions are calculated in accordance with Ǥ ǡ for these employees depends on both the Company's financial and personal achieved results. There are no compensation agreements for the management of the Company that could be paid in case they leave the Company.
The Company has a Collective Agreement. In the Collective Agreement it is specified that the Company's employee's ǣȋͳȌ– ȋ ȌȋʹȌariable part – a bonus to a monthly salary and a wage which comes in two types: bonuses for quarterly and monthly performance. Also the Collective Agreement provides for the following additional social guarantees:
9 Other allowances are paid based the decisions of Administration in the following cases: employee's difficult material ǡǡǡǡǤ
During 2013 60 employees were awarded these social benefits.
The Company organizes two types of trainings for employees:
The Company is one of the few companies in Lithuania that has a licensed infirmary. It provides the immediate first aid and initial preventive practical and theoretical health support. A range of physiotherapy treatments are provided based on the doctor's referral. Physical medicine and rehabilitation room with modern and approved practice-proven equipment is set in the infirmary. Employees are provided with free vaccines against tick-ǡǡǤ 2013 69 employees were vaccinated. In its rehabilitation centre the Company from its own funds organizes preventive rehabilitation treatment to the employees that work in the increased pollution conditions. During 2013 these services were used by 68 employees.
In 2013 ͶȋȌȋͳͲͺȌǤ
ǡǤstrives to become a reliable social partner and contribute to solving of important social problems. The funds allocated for support first of all are ǡǡ ǡ ǤʹͲͳ͵ͺͷȋʹͲͳʹ– ͷͻȌǤ
The Company sponsors significant cultural centres of the Lithuania region – ǡ Ǥ It has ǡ ǡ Ǥ ǯǣDz dzǡy care ǡ·ǯcentreǡ·Ǥ Ǣ Dz~·dzǡǡǡ· – ā- the organized Dz ó÷æ·DzǤ
· developed. In 2013 Vytautas ǡ · ǡ ǡ ǡ a ·ʹͲͳ͵Ǥ
Environment protection has always been one of the Company's priorities. The Company allocates significant funds for ǡ fulfilling all the environmental protection requirements set for the oil terminal. See more activities concerning environment protection as the paragraph "Environment protection".
The Company gives significant importance to occupational safety. The work places are being modernized and additional funds are allocated for individual safety means which are provided for in the Collective Agreement. Safety training sessions are ǡ accident prevention and work supervision is constantly performed. The Company puts efforts to create a safe and healthy work environment.
The Company is one of few Lithuanian companies which have a certified medical aid centre. The first medical aid and the first preventive practical and theoretical aid of health are rendered there. Different physiotherapeutic treatments are performed according to doctor's referral letter. Physical medicine and rehabilitation cabinet with the up-to-date equipment was esta Ǥ ǡ ǡ other diseases. The Company at its own expense arranges for a preventive – rehabilitation treatment at a rehabilitation centre "TulpedzæǤ
ʹͲͳͳǡ ǡǡǤ
All the financial data in this Annual Report have been audited and accounted for according to the International Financial Reporting Standards.
This annual report and financial statements are prepared in accordance to the requirements set in the Resolution of the ͳͶ
ʹͲͳͲǡǤͳͲͷʹDz the approval of the transparency guidelines and appointing of the coordinating institution dzȋǡʹͲͳͲǡǤͺͺ-4637; ʹͲͳʹǡǤ ͵Ͳ-ͳ͵ͻͻȌ Resolution of the Government of the Republic of Lithuania dated
ʹͲͳʹǡǤ ͷ Dz procedure approval of the implementation of the State property and non-property rights in the State managed entities" ȋ ǡʹͲͳʹǡǤ-͵͵ͻͶȌ.
ǡe Republic of Lithuania. Changes in the Articles of Association can be made by the General Meeting of Shareholders.
The Company did not have any transactions or agreements with the members of its Supervisory Board and the Board. More information regarding transactions with related Parties is presented in the Notes to the Financial Statements for 2013.
ǡǯǡ ǡ notes for the years ended 31 ʹͲͲͺǡ͵ͳʹͲͲͻǡ͵ͳʹͲͳͲǡ͵ͳʹͲͳͳǡ͵ͳʹͲͳʹ͵ͳʹͲͲͻǤ ͵ͲʹͲͳ͵ ǡl statementsǡ year ended 31 December 2013. Shareholders authorized General Manager to sign the audit contract addressing the total amount for the services of LTL 57 thousand excluding VAT.
Following Article 22 of the Law on Securities of the Republic of Lithuania and the Rules on Preparation and Submission of Periodic and Additional Information of the ǡ ǡ ǡ · ABǡ ǡDirector of Finance and Administrative Department o · ABǡ Asta Sedlauskien·ǡInterim Head of Accounting Department · Nafta ABǡ the above-·AB for 2013 gives a true and fair view of the business development and ǡǤ
General Manager Rokas Masiulis
Director of Finance and Administrative Department æ
Interim Head of Accounting Department ·
·
÷ǤͳͻǡǤȀb. 81 91003 ·-C ǤΪ͵ͲͶ͵ͻͳʹǡ Fax. +370 46 311399 E-mail: [email protected]
·ʹͳ͵ʹͶǤͷe Listing Rules of the NASDAQ OMX AB ȋring the NASDAQ OMX AB Vilnius Board meeting on 25 May 2012< Minutes No. 12-ͷͳȌ ȋ Ȍǡ ǡǤ
| PRINCIPLES / RECOMMENDATIONS | Yes and NO Not applicable |
COMMENTARY | |
|---|---|---|---|
| Principle I: Basic Provisions The overriding objective of a company should be to operate in common interests of all the shareholders by optimizing over time shareholder value. |
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| 1.1. The company should adopt and make public the company's development strategy and objectives by clearly declaring how the company intends to meet the interests of its shareholders and optimize shareholder value. |
Yes | Ї†‡˜‡Ž''‡–•–"ƒ–‡‰›ƒ†'"Œ‡…–‹˜‡•'ˆ8 NAFTA AB have been set up in its internal documents ȋ—ƒŽ ‡''"– 'Žƒ…‡† '—"Ž‹…Ž› ' –Ї ™‡"•‹–‡ 'ˆ NASDAQ OMX AB ‹Ž‹—•Ȍ ƒ……'"†‹‰ –' –Ї •‡'ƒ"ƒ–‡ directions and objectives of its activities. The Company updates its development plans subject to the situation on the market as well as to the changes in the "‡‰—Žƒ–'"›‡˜‹"'‡–ǡ†‡…Žƒ"‹‰Š'™‹–'Žƒ•–'ƒ…–‹ the interests of the shareholders and increase shareholders' equity. In accordance with requirements of the resolution by the Government No. 655 of 06 06 2Ͳͳʹǡ –Ї…''ƒ›̵• ƒ"–‹…އ• ™‡"‡ •—''އ‡–ǡ '"'˜‹†‹‰ ™Š‹…Š –Ї Company's objectives are long-–‡" ȋ•–"ƒ–‡‰‹…Ȍ ƒ† short-–‡" ȋ–ƒ…–‹…ƒŽȌǡ ƒ† ‡•–ƒ"Ž‹•Š‹‰ –Šƒ– '‡ 'ˆ –Ї main objectives of the Company is the adequate return of the invested capital of the shareholders. The Articles of Association of the Company are publically announced on AV NASDAQ OMX Vilnius Stock š…Šƒ‰‡̵• ™‡"•‹–‡ǡ ƒ……'"†‹‰ –' –Ї '"'…‡†—"‡• defined for the companies listed on the regulated market. |
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| 1.2. All management bodies of a Company should act in furtherance of the declared strategic objectives in view of the need to optimize shareholder value. |
Yes | The General Meeting of Shareholders and the Board of –Ї ''ƒ› ƒ†''– –Ї ƒ‹ •–"ƒ–‡‰‹… "‡•'Ž—–‹'•ǡ influencing optimization of the shareholder value ȋ•‡'ƒ"ƒ–‹' 'ˆ –Ї ˆ—…–‹'• 'ˆ ''ƒ›ǯ• ''‡"ƒ–‹'ǡ ‡•–ƒ"Ž‹•Ї– 'ˆ •—"•‹†‹ƒ"‹‡•ǡ '–Ї" ƒ…–‹'• ''–‹‹œ‹‰ effectiveness of the Company'•''‡"ƒ–‹'ƒ†‹–•'"'ˆ‹–ȌǤ —"‹‰ –Ї ›‡ƒ" —†‡" "‡˜‹‡™ǡ –Ї General Meeting of Shareholders of the Company and the Board adopted a number of decisions ensuring the adequate implementation of the primary implemented objective of the Company with strategic meaning for national security – the construction and preparation for ''‡"ƒ–‹' 'ˆ –Ї Ž‹"—‡ˆ‹‡† ƒ–—"ƒŽ ‰ƒ• ȋ Ȍ –‡"‹ƒŽǤ This project is also focused on the creation of additional value for shareholders' property. During the year under "‡˜‹‡™ǡ –Ї Company also adopted decisions to additionally invest into increase of the authorized capital of BALTPOOL UAB. The Company's Supervisory Board and its advisory "'†›ǡ—†‹–'‹––‡‡Šƒ˜‡‡•—"‡†ƒ…–‹˜‡'‹–'"‹‰ and supervision of the Company's activity implementing LNG terminal project. |
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| 1.3. The company's supervisory and management bodies should act in close co-operation in order to attain maximum benefit for the company and its shareholders. |
Yes | Ї ''ƒ›̵• —'‡"˜‹•'"› 'ƒ"†ǡ‹–• ƒ†˜‹•'"› "'†›- —†‹– '‹––‡‡ǡ –Ї ''ƒ›̵• 'ƒ"† ƒ† –Ї Company's Chief Executive Officers implement this recommendation. The documents regulating the activities of the management and supervisory bodies were approved providing the principles and procedures for the cooperation between the Company's ƒƒ‰‡‡– ƒ† •—'‡"˜‹•'"› "'†‹‡•ǡ ƒ† "‡‰—Žƒ" |
| PRINCIPLES / RECOMMENDATIONS | Yes and NO Not applicable |
COMMENTARY |
|---|---|---|
| supervision and control carried out by the supervisory bodies additionally ensure the proper functioning of the governing bodies in order to maximize the benefit for –Ї…''ƒ›ƒ†‹–••Šƒ"‡Š'ކ‡"•Ǥˆ‡…‡••ƒ"›ǡ‰‡‡"ƒŽ ‡‡–‹‰• ƒ"‡ '"‰ƒ‹œ‡†ǡ ™Š‡"‡ –Ї ‡"‡"• 'ˆ –Ї ''ƒ›̵• 'ƒ"†ǡ —'‡"˜‹•'"› 'ƒ"†ǡ ƒ† —†‹– Committee are invited. |
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| 1.4. The company's supervisory and management bodies should ensure that the rights and interests of persons other than the company's •Šƒ"‡Š'ކ‡"• ȋ‡Ǥ‰Ǥ ‡'Ž'›‡‡•ǡ "‡†‹–'"•ǡ •—''Ž‹‡"•ǡ…Ž‹‡–•ǡŽ'…ƒŽ…'—‹–›Ȍǡ'ƒ"–‹…‹'ƒ–‹‰ ‹ '" …'‡…–‡† ™‹–Š –Ї …''ƒ›ǯ• ''‡"ƒ–‹'ǡ are duly respected. |
Yes | The Company's bodies respect the rights and interests of the persons participating in or connected with the Company's operation: 1. Employees – since its establishment the Company has been cooperating and performing social partnership with the represe–ƒ–‹˜‡•'ˆ‹–•‡'Ž'›‡‡•ȋ–Ї'ƒ"†'ˆ the Company by its resolutions assigns additional means for the execution of the Collective Agreement ƒ†‡š–"ƒ•–‹—Žƒ–‹''ˆ–Ї‡'Ž'›‡‡•ǡ‡–…ǤȌǢ 2. Creditors - the Company takes on and fulfils its financial and other obligations in accordance with the budget approved by the Board of the Company and the LNG terminal project investment financing plan provided within it; 3. suppliers – the Company's Boards adopts the decisions on the conclusion of the contracts with the •—''Ž‹‡"•ǡ ƒŽ•' ' ƒ''"'˜ƒŽ ƒ† …Šƒ‰‡ 'ˆ –Ї ƒ‹ conditions of these contracts in the cases defined in the Articles of Association; 4. clients –the Company's Boards adopts the decisions on the approval of the conditions of the contracts concluded with the clients and approves the minimum prices and service rates for loading of oil products in the cases defined in the Articles of Association; ͷǤ–Ї"'‡"•'•ȋŽ'…ƒŽ…''ƒ›Ȍ– by the resolution of the meeting of shareholders part of the Company's '"'ˆ‹– ‹• ƒ—ƒŽŽ› †‡†‹…ƒ–‡† –' •—'''"– ȋ•'…‹ƒŽǡ ƒ"–ǡ —Ž–—"ƒŽǡ •''"–• ƒ…–‹˜‹–‹‡•ǡ ‡–…ǤȌǤ Ї ''ƒ›̵• 'ƒ"† adopts the decisions on the support exceeding LTL 50 thousand according to the principle of the prioritized support for Klaipeda region and focusing on the support to be annually dedicated for both local company and institutions and organizations located near the Company. |
| "‹…‹'އǣЇ…'"''"ƒ–‡‰'˜‡"ƒ…‡ˆ"ƒ‡™'" | The corporate governance framework should ensure the strategic guidance of the company, the effective oversight of |
the company's management bodies, an appropriate balance and distribution of functions between the company's bodies, protection of the shareholders' interests.
| 2.1. Besides obligatory bodies provided for in the Law on Companies of the Republic of Lithuania – a General Meeting of Shareholders and the chief ‡š‡…—–‹˜‡ 'ˆˆ‹…‡"ǡ ‹– ‹• "‡…'‡†‡† –Šƒ– ƒ company should set up both a collegial supervisory body and a collegial management body. The setting up of collegial bodies for supervision and management facilitates clear separation of management and supervisory ˆ—…–‹'• ‹ –Ї …''ƒ›ǡ ƒ……'—–ƒ"‹Ž‹–› ƒ† '–"'Ž' –Ї'ƒ"–'ˆ –Ї…Š‹‡ˆ‡š‡…—–‹˜‡'ˆˆ‹…‡"ǡ ™Š‹…Šǡ‹‹–• –—"ǡ ˆƒ…‹Ž‹–ƒ–‡ ƒ '"‡ ‡ˆˆ‹…‹‡– ƒ† transparent management process. |
Yes | The Company has set up a collegial supervisory body - the Supervisory Board and a collegial management body - the Board of the Company. According to the decision of the Supervis'"›'ƒ"†ǡ–Їƒ†˜‹•'"›"'†›'ˆ –Ї —'‡"˜‹•'"› 'ƒ"†ǡ ‹Ǥ‡Ǥ –Ї —†‹– '‹––‡‡ǡ ™ƒ• also created within the Company. |
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| 2.2. A collegial management body is responsible for the strategic management of the company and performs other key functions of corporate governance. A collegial supervisory body is responsible for the effective supervision of the company's management bodies. |
Yes | The Supervisory Board of the Company is responsible for the effective supervision of the activities of the Company's maƒ‰‡‡– "'†‹‡• ȋ‹– ‡Ž‡…–• ƒ† "‡…ƒŽŽ• members of the Board; should the Company operate in the red it should discuss fitness of the members for the position; it supervises the activities of the Board and |
| PRINCIPLES / RECOMMENDATIONS | Yes and NO Not applicable |
COMMENTARY |
|---|---|---|
| ʹǤ͵ǤЇ"‡ƒ…''ƒ›…Š''•‡• –' ˆ'"'Ž›'‡ 'ŽŽ‡‰‹ƒŽ "'†›ǡ ‹– ‹• "‡…'‡†‡† –Šƒ– ‹– •Š'—ކ "‡ƒ•—'‡"˜‹•'"›"'†›ǡ‹Ǥ‡Ǥ–Ї•—'‡"˜‹•'"›"'ƒ"†Ǥ •—…Š ƒ …ƒ•‡ǡ –Ї •—'‡"˜‹•'"› "'ƒ"† is |
Not applicable | the Chief Executive Officer; submits proposals and comments to the General Meeting of Shareholders "‡‰ƒ"†‹‰ –Ї•–"ƒ–‡‰›'ˆ –Ї''ƒ›ǯ•''‡"ƒ–‹'ǡ –Ї activities of the Board and the Chief Executive Officer; performs other activities attributed to it by the laws and '–Ї"އ‰ƒŽƒ…–•ȌǤ The Board of the Company is responsible for the effective strategic management of the Company ȋƒ''"'˜‡• –Ї •–"ƒ–‡‰› 'ˆ ‹–• ''‡"ƒ–‹'Ǣ ƒ''"'˜‡• –Ї ƒ—ƒŽ "—†‰‡–ǡ ƒ—ƒŽ ''Ž‹…› 'Žƒ ƒ† ''‡"ƒ–‹'ƒŽ '"Œ‡…–‹˜‡•ǡ ˆ—†• ‹˜‡•–‡– '"'…‡†—"‡ǡ ƒ†''–• –Ї most relevant resolutions provided for by the legal acts "‡‰ƒ"†‹‰…'"''"ƒ–‡‰'˜‡"ƒ…‡ˆ"ƒ‡™'"ǡ•‹‰‹ˆ‹…ƒ– –"ƒ•ƒ…–‹'•ǡ "‡ƒŽ‹œƒ–‹' 'ˆ "‹‰Š–• 'ˆ –Ї ‡‰ƒŽ –‹–›̵• ‡"‡"™‹–Š‹ –Ї …''ƒ‹‡• —†‡" …'–"'Žǡ †‹ˆˆ‡"‡– '‹–‡–•ǡ‡–…ǤȌǤ The Company's Audit Committee performs the assigned by the Supervisory Board separate supervisory ˆ—…–‹'• ȋ'‹–'"• ƒ† •—'‡"˜‹•‡• –Ї '"‡'ƒ"ƒ–‹' 'ˆ Company's financial reports and the processes of the ƒ—†‹–ǡ…ƒ""‹‡•–ЇƒƒŽ›•‹•'ˆ–Ї•›•–‡•ˆ'"–Ї‹–‡"ƒŽ '–"'Ž ƒ† "‹• ƒƒ‰‡‡–ǡ ‡nsures the existing •›•–‡ˆ'"‹–‡"ƒŽ…'–"'Žƒ†"‹•ƒƒ‰‡‡–ȌǤ The Company has set up a collegial supervisory body - the Supervisory Board and a collegial management body - the Board of the Company. |
| responsible for the effective monitoring of the functions performed by the company's chief executive officer. |
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| 2.4. The collegial supervisory body to be elected by the General Meeting of Shareholders should be set up and should act in the manner defined in "‹…‹'އ• ƒ† Ǥ Ї"‡ ƒ …''ƒ› •Š'—ކ decide not to set up a collegial supervisory body "—– "ƒ–Ї" ƒ …'ŽŽ‡‰‹ƒŽ ƒƒ‰‡‡– "'†›ǡ ‹Ǥ‡Ǥ –Ї "'ƒ"†ǡ "‹…‹'އ• ƒ† •Š'—ކ ƒ''Ž› –' –Ї board as long as that does not contradict the essence and purpose of this body. |
Yes | Taking into account the specific character of the ''ƒ›ǯ•''‡"ƒ–‹'ǡ‹–‹••–"‹…–Ž›"‡‰—Žƒ–‡†"›–Їއ‰ƒŽ acts and supervised by the respective state institutions. Therefore in the process of decision-making by the bodies of the Company the transparency of the decision-ƒ‹‰ǡ –Ї‹" ‡ˆˆ‡…–‹˜‡‡•• ‹• ‡•—"‡†Ǣ –Ї principles of non-discrimination of the Company's ȋ‡š'‡•‡•Ȍ-reduction and other Ž‹‡–•ǡ 'ˆ '•–• principles are realized. The Company has an Audit Committee created ƒ……'"†‹‰–'–Ї†‡…‹•‹''ˆ–Ї—'‡"˜‹•'"›'ƒ"†ǡ™‹–Š the assigned separate supervisory functions – refer to the comment in item 2.2 above. The Company does not have specialized designation and remuneration committees. |
| 2.5. Company's management and supervisory bodies should comprise such number of board ȋ‡š‡…—–‹˜‡ †‹"‡…–'"•Ȍ ƒ† •—'‡"˜‹•'"› ȋ'- ‡š‡…—–‹˜‡ †‹"‡…–'"•Ȍ "'ƒ"† ‡"‡"• –Šƒ– ' individual or small group of individuals can dominate decision-making on the part of these bodies. |
Yes | The Board of the Company is comprised of five members elected by the Supervisory Board1. The Supervisory Board is comprised of three members elected by the General Meeting of Shareholders of the Company. The Audit Committee of the Company is comprised of three members elected by the Supervisory Board. None of the Company's management or supervisory bodies are comprised of that number of members that a separate person or group of persons could dominate them adopting the decisions. |
| 2.6. Non-executive directors or members of the supervisory board should be appointed for specified terms subject to individual re-‡Ž‡…–‹'ǡ at maximum intervals provided for in the |
Yes | The opportunity to recall both separate members of collegial bodies and the whole collegial body in corpore, before the end of the term of officeis provided in the documents regulating activity of the management and |
1 Note: During the period from 20/03/2013 to 31/12/2013 and including, 4 and 5 Board members were elected and acting in the Company.
| PRINCIPLES / RECOMMENDATIONS | Yes and NO Not applicable |
COMMENTARY |
|---|---|---|
| Lithuanian legislation with a view to ensuring necessary development of professional experience and sufficiently frequent reconfirmation of their status. A possibility to remove them should also be stipulated however this procedure should not be easier than the removal procedure for an executive director or a member of the management board. |
supervisory bodies and the Company's Articles of Association. Ї'ƒ"†‡"‡"•ȋ'‡'"ƒŽŽȌŠƒ˜‡–Ї"‹‰Š––'"‡…ƒŽŽ –Ї —'‡"˜‹•'"› 'ƒ"†ǡ ƒ† –Ї General Meeting of Shareholders has the right to recall the Supervisory 'ƒ"†‡"‡"•ȋ'‡'"ƒŽŽȌǤ The members of the Supervisory Board are elected for the maximum term of four years provided for in the Law on Companies of the Republic of Lithuania. There are no limitations for re-election of the members; Š'™‡˜‡"ǡ –Ї "‡•–"‹…–‹'• ' –Ї …ƒ†‹†ƒ–‡• –' –Ї Supervisory Board are applied according to the applicable legal acts ensuring an appropriate rotation of –Ї‡"‡"•'ˆ–Ї•‡"'†‹‡•ǡ‡…‡••ƒ"›†‡˜‡Ž'pment of their professional experience and rather often additional approval of their status. Audit Committee corresponds to the term of office of the Supervisory Board by which it was elected and which can also recall it before the end of the term of office. Š—•ǡ –Ї '"'…‡†—"‡ 'ˆ "‡…ƒŽŽ 'ˆ –Ї ‡"‡"• 'ˆ –Ї Company's supervisory bodies is not easier than the procedure of dismissal of the Company's Executive ‹"‡…–'"ȋ ‡‡"ƒŽƒƒ‰‡"Ȍ'"–Ї'ƒ"†‡"‡"Ǥ |
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| 2.7. Chairperson of the collegial body elected by the General Meeting of Shareholders may be a person whose current or past office constitutes no obstacle to conduct independent and ‹'ƒ"–‹ƒŽ•—'‡"˜‹•‹'ǤЇ"‡ƒ…''ƒ›•Š'—ކ decide not to set up a supervisory board but "ƒ–Ї" –Ї "'ƒ"†ǡ ‹– ‹• "‡…'‡†‡† –Šƒ– –Ї chairperson of the board and chief executive officer of the company should be a different person. Former company's chief executive officer should not be immediately nominated as the chairperson of the collegial body elected by the General Meeting of ShareholdersǤ Ї ƒ company chooses to departure from these "‡…'‡†ƒ–‹'•ǡ ‹– •Š'—ކ ˆ—"‹•Š ‹ˆ'"ƒ–‹' on the measures it has taken to ensure impartiality of the supervision. |
Yes | The Chief Executive Officer of the Company is a member of its Board. The chairperson of the Company's Board and the Chief Executive Officer of the Company is not the same person2. The Chief Executive Officer of the Company has not been a chairperson of the Company's General Meeting of Shareholders elected by the collegial body. The chairperson of the Company's Supervisory Board and its members have not been a Board member or the Chief Executive Officer of the Company. The chairperson of the Company's Audit Committee is also the member of the Company's Supervisory Board. |
| Principle III The order of the formation of a collegial body to be elected by a General Meeting of Shareholders | The order of the formation a collegial body to be elected by a General Meeting of Shareholders should ensure representation of minority shareholders, accountability of this body to the shareholders and objective monitoring of |
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| the company's operation and its management bodies. | ||
| 3.1. The mechanism of the formation of a collegial body to be elected by a General Meeting of Shareholders ȋЇ"‡‹ƒˆ–‡" ‹ –Š‹• "‹…‹'އ "‡ˆ‡""‡†–'ƒ•–ЇǮ…'ŽŽ‡‰‹ƒŽ"'†›ǯȌ•Š'—ކ‡•—"‡ objective and fair monitoring of the company's management bodies as well as representation of minority shareholders. |
Yes | The collegial body of the Company is elected following the order established by the Law on Companies of the Republic of Lithuania and the Articles of Association of the Company. Additional candidates for the members of the collegial body elected by the General Meeting of Shareholdersǡ ƒ……'"†‹‰ –' –Ї '"'…‡†—"‡• †‡ˆ‹‡†ǡ …ƒ be delegated by all shareholders holding the amount of shares giving them not less than 1/20 of the total votes. |
| 3.2. Names and surnames of the candidates to become members of a colle‰‹ƒŽ"'†›ǡ‹ˆ'"ƒ–‹' ƒ"'—– –Ї‹"‡†—…ƒ–‹'ǡ"—ƒŽ‹ˆ‹…ƒ–‹'ǡ'"'ˆ‡••‹'ƒŽ "ƒ…‰"'—†ǡ ''•‹–‹'• –ƒ‡ ƒ† ''–‡–‹ƒŽ conflicts of interest should be disclosed early enough before the General Meeting of |
Yes | Information about the candidates to become members of a collegial body is presented in advance publishing this information on the website of NASDAQ OMX AB Vilnius before the General Meeting of Shareholders or publishing it during the meeting for the shareholders participating in the General Meeting of Shareholders if |
2 During the period from 20/03/2013 to 31/12/2013 and including, a permanent chairperson of the Board was not elected in the Company, therefore, every time one of the Board members is elected as the chairperson of the Board under the principle ad hoc, the Company's Chief Executive Officer was four times elected as the chairperson of the meeting ad hoc.
| PRINCIPLES / RECOMMENDATIONS | Yes and NO Not applicable |
COMMENTARY |
|---|---|---|
| Shareholders so that the shareholders would have sufficient time to make an informed voting decision. All factors affecting the candidate's ‹†‡'‡†‡…‡ǡ–Ї•ƒ'އŽ‹•–'ˆ™Š‹…Š‹••‡–'—– ‹‡…'‡†ƒ–‹'͵Ǥǡ•Š'—ކ"‡ƒŽ•'†‹•…Ž'•‡†Ǥ The collegial body should also be informed on any subsequent changes in the provided information. Ї…'ŽŽ‡‰‹ƒŽ"'†›•Š'—ކǡ'›‡ƒ"Ž› "ƒ•‹•ǡ …'ŽŽ‡…– †ƒ–ƒ '"'˜‹†‡† ‹ –Š‹• ‹–‡ ' ‹–• members and disclose this in the company's annual report. |
the shareholders holding the amount of shares giving them not less than 1/20 of the total votes delegate the additional candidate for the members of Company's Bodies during the meeting. All members of the collegial bodies must immediately inform the body by which they we"‡ ƒ'''‹–‡† ȋ‡Ž‡…–‡†Ȍ 'ˆ ƒ› ‡™ ‹"…—•–ƒ…‡• –Šƒ–ƒ›އƒ† –' –Ї …'ˆŽ‹…– 'ˆ‹–‡"‡•–ǡ and for this purpose they submit declarations about the absence of conflict of interest and are obliged to immediately inform the body by which they were elected of any new circumstances that may lead to the conflict of interest. The Company informs the public of the positions by the collegial body in its annual and six month interim report in order that the Company's shareholders and interested persons be informed of the important changes of the members of the Company's bodies. |
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| 3.3. Should a person be nominated for members 'ˆ ƒ …'ŽŽ‡‰‹ƒŽ "'†›ǡ •—…Š '‹ƒ–‹' •Š'—ކ "‡ followed by the disclosure of information on candidate's particular competences relevant to his/her service on the collegial body. In order shareholders and investors are able to ascertain whether member's competence is further "‡Ž‡˜ƒ–ǡ –Ї …'ŽŽ‡‰‹ƒŽ "'†› •Š'—ކǡ‹‹–• ƒ—ƒŽ "‡''"–ǡ †‹•…Ž'•‡ –Ї ‹ˆ'"ƒ–‹' ' ‹–• composition and particular competences of individual members which are relevant to their service on the collegial body. |
Yes | All applicants for the Company's collegial body members shall in advance submit their CVs and declarations of interests to the Company's body that elects them. The objective is that the skills of a particular candidate were related directly to the work in the correspondent collegial body. The information about the composition of the Company's collegial bodies and the specific directly related competences of their members was publicly disclosed to the shareholders on 24 05 2012 on NASDAQ OMX AB Vilnius Stock Exchange website by distributing the circular about the additional shares of Klaipedos Nafta AB providing the information indicated above and in the Company's report of 2012. The company anticipates the improvements of the means of information distribution to the investors additionally. |
| 3.4. In order to maintain a proper balance in terms of the current qualifications possessed by ‹–•‡"‡"•ǡ–Ї…'ŽŽ‡‰‹ƒŽ"'†›should determine its desired composition with regard to the ''ƒ›ǯ••–"—…–—"‡ƒ†ƒ…–‹˜‹–‹‡•ǡƒ†Šƒ˜‡–Š‹• periodically evaluated. The collegial body should ‡•—"‡–Šƒ–‹–‹•…'''•‡†'ˆ‡"‡"•™Š'ǡƒ•ƒ ™Š'އǡŠƒ˜‡–Ї"‡"—‹"‡††‹˜‡"•‹–›'ˆ'™Ž‡†‰‡ǡ judgment and experience to complete their tasks '"''‡"Ž›Ǥ Ї‡"‡"• 'ˆ –Їƒ—†‹– …'‹––‡‡ǡ 'ŽŽ‡…–‹˜‡Ž›ǡ•Š'—ކŠƒ˜‡ƒ"‡…‡–'™Ž‡†‰‡ƒ† "‡Ž‡˜ƒ– ‡š'‡"‹‡…‡ ‹ –Ї ˆ‹‡Ž†• 'ˆ ˆ‹ƒ…‡ǡ accounting and/or audit for the stock exchange listed companies. |
Yes | The collegial body ensures that its members are competent however periodic evaluation is not performed. The Company ensures the diversity of '™Ž‡†‰‡ǡ''‹‹'•ƒ†‡š'‡"‹‡…‡‹–Ї…'''•‹–‹' of the collegial bodies by including the independent members with relevant knowledge and experience. The members of the Company's Audit were appointed ˆ'…—•‹‰'–Šƒ–ƒ•ƒ™Š'އǡ–Ї—†‹–'‹––‡‡•Š'—ކ have recent knowledge and experience in the fields of ˆ‹ƒ…‡ƒ†ƒ……'—–‹‰ǡƒ†ȋ'"Ȍƒ—†‹–‹–Ї…'panies listed on the regulated market. |
| 3.5. All new members of the collegial body should be offered a tailored program focused on ‹–"'†—…‹‰ ƒ ‡"‡" ™‹–Š Š‹•ȀЇ" †—–‹‡•ǡ corporate organization and activities. The collegial body should conduct an annual review to identify fields where its members need to update their skills and knowledge. |
Not applicable | The members of the collegial body are regularly informed at its meetings and individually if required ƒ"'—– –Ї ''ƒ›ǯ• ''‡"ƒ–‹' ƒ† ‹–• …Šƒ‰‡•ǡ ƒ"'—t –Ї ‡••‡–‹ƒŽ …Šƒ‰‡• 'ˆ –Ї އ‰ƒŽ ƒ…–•ǡ "‡‰—Žƒ–‹‰ –Ї ''ƒ›ǯ• ''‡"ƒ–‹'ǡ ƒ† 'ˆ '–Ї" …‹"…—•–ƒ…‡• influencing its operation. Up to now there has been neither need nor practice in the Company to offer a special tailored program focused on introducing all new members of the Board and the —'‡"˜‹•'"› 'ƒ"† ™‹–Š –Ї‹" †—–‹‡•ǡ '"''"ƒ–‡ organization and activities and to organize annual ‡šƒ‹ƒ–‹'•Ǥ'™‡˜‡"ǡ –Ї ''ƒ›̵• …Š‹‡ˆ ‡š‡…—–‹˜‡ officers personally inform and introduce the Company's organization and activity to the new members of the collegial bodies. |
| PRINCIPLES / RECOMMENDATIONS | Yes and NO Not applicable |
COMMENTARY |
|---|---|---|
| 3.6. In order to ensure that all material conflicts of interest related with a member of the collegial "'†› ƒ"‡ "‡•'Ž˜‡† '"''‡"Ž›ǡ –Ї …'ŽŽ‡‰‹ƒŽ "'†› should comprise a sufficient number of independent members. |
Yes | Since over 70 per cent of the Company's shares are owned by the State represented by the Ministry of …''›'ˆ–Ї‡'—"Ž‹…'ˆ‹–Š—ƒ‹ƒǡ–ЇƒŒ'"'ƒ"–'ˆ the members of the Supervisory Board are elected by the General Meeting of Shareholders taking into account interests of the controlling shareholder. The Company's "–‹…އ•'ˆ••'…‹ƒ–‹''"'˜‹†‡–Šƒ–ǡ™Š‡‡˜‡"''••‹"އǡ †—"‹‰ –Ї ‡Ž‡…–‹'• 'ˆ –Ї —'‡"˜‹•'"› 'ƒ"†ǡ ƒ– އƒ•– 1/3 of the Supervisory Board members shall be indepe†‡–ǡƒ•™‡ŽŽƒ•–Šƒ–ƒ–އƒ•–'‡‡"‡"'ˆ–Ї Audit Committee shall be independent. —"‹‰ –Ї ›‡ƒ" —†‡" "‡˜‹‡™ǡ –Ї ''ƒ›̵• 'ƒ"† Šƒ† ʹ ‹†‡'‡†‡– ‡"‡"• ȋ'—– 'ˆ ͶȌǡ —†‹– '‹––‡‡Šƒ†ʹ‹†‡'‡†‡–‡"‡"•ȋ'—–'ˆ͵Ȍǡƒ† the Supervisory Board Šƒ†ͳ‹†‡'‡†‡–‡"‡"ȋ'—– 'ˆ͵ȌǤ |
| 3.7. A member of the collegial body should be considered to be independent only if he is free of ƒ› "—•‹‡••ǡ ˆƒ‹Ž› '" '–Ї" "‡Žƒ–‹'•Š‹' ™‹–Š –Ї …''ƒ›ǡ ‹–• …'–"'ŽŽ‹‰ •Šƒ"‡Š'ކ‡" '" –Ї ƒƒ‰‡‡– 'ˆ ‡‹–Ї"ǡthat creates a conflict of interest such as to impair his judgment. Since all cases when member of the collegial body is likely –' "‡…'‡ †‡'‡†‡– ƒ"‡ ‹''••‹"އ –' Ž‹•–ǡ '"‡'˜‡"ǡ "‡Žƒ–‹'•Š‹'• ƒ† ‹"…—•–ƒ…‡• associated with the determination of independence may vary amongst companies and the best practices of solving this problem are yet –' ‡˜'Ž˜‡ ‹ –Ї …'—"•‡ 'ˆ –‹‡ǡ ƒ••‡••‡– 'ˆ independence of a member of the collegial body should be based on the contents of the relationship and circumstances rather than their form. The key criteria for identifying whether a member of the collegial body can be considered to be independent are the following: He/she is not an executive director or ͳȌ ‡"‡"'ˆ –Ї"'ƒ"†ȋ‹ˆƒ…'ŽŽ‡‰‹ƒŽ"'†›‡Ž‡…–‡† by the General Meeting of Shareholders is the •—'‡"˜‹•'"› "'ƒ"†Ȍ 'ˆ –Ї …''ƒ› '" ƒ› associated company and has not been such during the last five years; He/she is not an employee of the ʹȌ company or some any company and has not been •—…І—"‹‰–ЇŽƒ•––Š"‡‡›‡ƒ"•ǡ‡š…‡'t for cases when a member of the collegial body does not belong to the senior management and was elected to the collegial body as a representative of the employees; He/she is not receiving or has been not ͵Ȍ receiving significant additional remuneration from the company or associated company other than remuneration for the office in the collegial body. Such additional remuneration includes participation in share options or some other performance based pay systems; it does not include compensation payments for the previous 'ˆˆ‹…‡ ‹ –Ї …''ƒ› ȋ'"'˜‹†‡† –Šƒ– •—…Š 'ƒ›‡–‹•'™ƒ›"‡Žƒ–‡†™‹–ŠŽƒ–‡"''•‹–‹'Ȍƒ• '‡" '‡•‹' 'Žƒ• ȋ‹…Ž—•‹˜‡ 'ˆ †‡ˆ‡""‡† ''‡•ƒ–‹'•ȌǢ He/she is not a controlling shareholder ͶȌ '""‡'"‡•‡–ƒ–‹˜‡'ˆ•—…Š•Šƒ"‡Š'ކ‡"ȋ…'–"'Žƒ• defined in the Council Directive 83/349/EEC "–‹…އͳƒ"–ͳȌǢ He/she does not have and did not have ͷȌ |
Yes | The criteria of independence of the collegial bodies have not been determined in the documents of the ''‡"ƒ–‹' 'ˆ –Ї ''ƒ›ǯ• …'ŽŽ‡‰‹ƒŽ "'†‹‡•ǡ Š'™‡˜‡"ǡ the appointment of the independent members for collegial bodies is governed by the applicable "‡"—‹"‡‡–•'ˆއ‰ƒŽƒ…–ǡ‹…Ž—†‹‰–Ї"‡"—‹"‡‡–•'ˆ the Governance Code of the companies listed on the regulated market by NASDAQ OMX Vilnius. In determining whether an audit committee member may "‡‹†‡'‡†‡–ǡ–Їƒ‹…"‹–‡"‹ƒƒ"‡ƒ''Ž‹‡†–Šƒ–™‡"‡ established by the Independency Criteria defined by the ‡"—‹"‡‡–• ˆ'" —†‹– '‹––‡‡• ȋ™‹–Š Žƒ–‡" ƒ‡†‡–•ƒ†•—''އ‡–•Ȍ –Šƒ–™‡"‡ƒ''"'˜‡†"› the Resolution No. 1K-18 of the Lithuanian Securities Commission on 21 August 2008. The independent ‡"‡"• 'ˆ –Ї …'ŽŽ‡‰‹ƒŽ "'†‹‡• ƒ"‡ǡ –''ǡ ƒ'''‹–‡† ȋ‡Ž‡…–‡†Ȍ ‹ …''Ž‹ƒ…‡ ™‹–Š –Ї '"'˜‹•‹'• 'ˆ –Ї paragraph 64 of the Procedure description of the Implementation of the State Proprietary and Non proprietary Rights in State-owned Companies ȋƒ''"'˜‡†"›–Ї '˜‡"‡–†‡…‹•‹''Ǥͷ'ˆͲͲ ʹͲͳʹȌǤ In order to assure the independence of the candidates ˆ'" –Ї …''ƒ›̵• …'ŽŽ‡‰‹ƒŽ "'†‹‡•ǡ ƒŽŽ …ƒ†‹†ƒ–‡• •ŠƒŽŽ submit their declarations of interest to the appointing ȋ‡Ž‡…–‹‰Ȍ "'†›ƒ† •ŠƒŽŽ‹‡†‹ƒ–‡Ž›‹ˆ'" –Ї "'†› "› ™Š‹…Š –Ї› ™‡"‡ ƒ'''‹–‡† ȋ‡Ž‡…–‡†Ȍ 'ˆ ƒ› ‡™ circumstances that may lead to the conflict of interest. The independent members of the Company's Board and Audit Committe‡…''Ž›™‹–ŠƒŽŽ –Ї…"‹–‡"‹ƒ'"'˜‹†‡†ǡ '"‡'˜‡"ǡ ƒ……'"†‹‰ –' –Ї …"‹–‡"‹ƒ '"'˜‹†‡†ǡ‹– …ƒ "‡ stated that independent member of the Company's Supervisory Board member complies with the criteria 'ˆ ‹†‡'‡†‡…‡ǡ •—…Š ‡˜ƒŽ—ƒ–‹' 'ˆ ‹†‡'‡†‡…‡ basing on the relation and circumstance content not the form. |
| PRINCIPLES / RECOMMENDATIONS | Yes and NO Not applicable |
COMMENTARY |
|---|---|---|
| any material business relations with the company or associated company within the past ›‡ƒ" †‹"‡…–Ž› '" ƒ• ƒ 'ƒ"–‡"ǡ •Šƒ"‡Š'ކ‡"ǡ director or superior employee of the subject having such relationship. A subject is considered to have business relations when it is a major •—''Ž‹‡" '" •‡"˜‹…‡ '"'˜‹†‡" ȋ‹…Ž—•‹˜‡ 'ˆ ˆ‹ƒ…‹ƒŽǡ އ‰ƒŽǡ '—•‡ŽŽ‹‰ ƒ† '•—Ž–‹‰ •‡"˜‹…‡•Ȍǡ ƒŒ'" …Ž‹‡– '" '"‰ƒ‹œƒ–‹' "‡…‡‹˜‹‰ significant payments from the company or its group; Ȍ ‡Ȁ•Ї‹•'–ƒ†Šƒ•'–"‡‡ǡ†—"‹‰ –ЇŽƒ•– –Š"‡‡ ›‡ƒ"•ǡ 'ƒ"–‡" '" ‡'Ž'›‡‡ 'ˆ –Ї current or former external audit company of the company or associated company; He/she is not an executive director or Ȍ member of the board in some other company where executive director of the company or ‡"‡"'ˆ –Ї"'ƒ"†ȋ‹ˆƒ…'ŽŽ‡‰‹ƒŽ"'†›‡Ž‡…–‡† by the General Meeting of Shareholders is the •—'‡"˜‹•'"› "'ƒ"†Ȍ ‹• '-executive director or member of the supervisory boa"†ǡ ЇȀ•Ї ƒ› not also have any other material relationships with executive directors of the company that arise from their participation in activities of other companies or bodies; He/she has not been in the position of a ͺȌ member of the collegial body for over than 12 years; He/she is not a close relative to an ͻȌ ‡š‡…—–‹˜‡ †‹"‡…–'" '" ‡"‡" 'ˆ –Ї "'ƒ"† ȋ‹ˆ ƒ collegial body elected by the General Meeting of Shareholders ‹• –Ї •—'‡"˜‹•'"› "'ƒ"†Ȍ '" –'ƒ› person listed in above items 1 to 8. Close relative ‹• …'•‹†‡"‡† –' "‡ ƒ •''—•‡ ȋ…''-law |
||
| •''—•‡Ȍǡ…Ћކ"‡ƒ†'ƒ"‡–•Ǥ 3.8. The determination of what constitutes independence is fundamentally an issue for the collegial body itself to determine. The collegial "'†› ƒ› †‡…‹†‡ –Šƒ–ǡ †‡•'‹–‡ ƒ 'ƒ"–‹…—Žƒ" member meets all the criteria of independence Žƒ‹††'™‹ –Š‹•'†‡ǡЇ…ƒ'–"‡…'•‹†‡"‡† independent due to special personal or company related circumstances. |
Yes | Refer to the comment regarding the item 3.7 above. ƒ††‹–‹'ǡ –Ї …'…‡'– 'ˆ –Ї ‹†‡'‡†‡…‡ 'ˆ –Ї member of the Company's collegial body is defined in the documents governing the activities of the Company's collegial bodies and in the Company's Articles of Association. |
| 3.9. Necessary information on conclusions the collegial body has come to in its determination of whether a particular member of the body should be considered to be independent should be †‹•…Ž'•‡†Ǥ Ї ƒ '‡"•' ‹• '‹ƒ–‡† –' "‡…'‡ ƒ ‡"‡" 'ˆ –Ї …'ŽŽ‡‰‹ƒŽ "'†›ǡ –Ї company should disclose whether it considers the person to be ind‡'‡†‡–ǤЇƒ'ƒ"–‹…—Žƒ" member of the collegial body does not meet one or more criteria of independence set out in this '†‡ǡ –Ї …''ƒ› •Š'—ކ †‹•…Ž'•‡ ‹–• "‡ƒ•'• for nevertheless considering the member to be ‹†‡'‡†‡–Ǥ ƒ††‹–‹'ǡ –Ї …''ƒ› should annually disclose which members of the collegial body it considers to be independent. |
Not applicable | Refer to the comment submitted regrading the item 3.6 above. The Company has not yet applied in practice disclosure of the criteria of independence of the members of collegial bodies set out in the Code. |
| PRINCIPLES / RECOMMENDATIONS | Yes and NO Not applicable |
COMMENTARY |
|---|---|---|
| ͵ǤͳͲǤЇ'‡'"'"‡…"‹–‡"‹ƒ'ˆ‹†‡'‡†‡…‡ set out in this Code has not been met throughout –Ї›‡ƒ"ǡ–Ї…''ƒ›•Š'—ކ†‹•…Ž'•‡‹–•"‡ƒ•'• for considering a particular member of the collegial body to be independent. To ensure accuracy of the information disclosed in relation with the independence of the members of the 'ŽŽ‡‰‹ƒŽ "'†›ǡ –Ї …''ƒ› •Š'—ކ "‡"—‹"‡ independent members to have their independence periodically re-confirmed. |
Yes | There have not so far been such cases in the Company that would result in the need to apply the provided evaluation of the independence of the members of collegial bodies and to publish such information. The Company regularly specify in its published periodical reports the relation of the Company's 'ŽŽ‡‰‹ƒŽ"'†‹‡•–'–Ї''ƒ›ǡƒ•™‡ŽŽƒ•‹ˆ'"ƒ–‹' ƒ"'—–''••‡••‹'ȋƒ"•‡…‡Ȍ'ˆ–Ї''ƒ›̵••Šƒ"‡• The documents governing the activities of the Company's collegial bodies obliges all members of collegial bodies to inform the body which elected them and the Company immediately of any new circumstances that may lead to the conflict of interest between them and the Company. |
| 3.11. In order to remunerate members of a collegial body for their work and participation in –Ї ‡‡–‹‰• 'ˆ –Ї …'ŽŽ‡‰‹ƒŽ "'†›ǡ –Ї› ƒ› "‡ remunerated from the company's funds. The General Meeting of Shareholders should approve the amount of such remuneration. |
Yes | Some of the members of the collegial body are remunerated from the Company's funds for their participation and work in the meetings. A fixed monthly "‡—‡"ƒ–‹'‹•'ƒ‹†ǡ™Š‹…І‡'‡†•'–Їƒ…–—ƒŽ–‹‡ •'‡–ǡ"—–‹•Ž‹‹–‡†–'ƒƒš‹—'ƒ›ƒ"le amount. The size and procedures of the reward for the independent members of the Board and Audit Committee is regulated by the corresponding decisions of the Supervisory Board. The General Meeting of Shareholders has a right to the work of independent "‡™ƒ"† ȋ'ƒ› –ƒ–‹‡‡•Ȍ members of the Supervisory board members for their work participation in the meetings of the Supervisory but only using the net profit and in compliance with applicable legal acts and the Company's Articles of Association. |
| "‹…‹'އǣЇ†—–‹‡•ƒ†Ž‹ƒ"‹Ž‹–‹‡•'ˆƒ…'ŽŽ‡‰‹ƒŽ"'†›‡Ž‡…–‡†"›–ЇGeneral Meeting of Shareholders | The corporate governance framework should ensure proper and effective functioning of the collegial body elected by the General Meeting of Shareholders, and the powers granted to the collegial body should ensure effective monitoring of |
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| the company's management bodies and protection of interests of all the company's shareholders | ||
| 4.1. The collegial body elected by the General Meeting of Shareholders ȋЇ"‡‹ƒˆ–‡" ‹ –Š‹• "‹…‹'އ "‡ˆ‡""‡† –' ƒ• –Ї Ǯ…'ŽŽ‡‰‹ƒŽ "'†›ǯȌ should ensure integrity and transparency of the company's financial statements and the control system. The collegial body should issue recommendations to the company's management bodies and monitor and control the company's management performance. |
Yes | The Company's Board approves the business strategy of ''ƒ›ǯ•ƒ…–‹˜‹–‹‡•ǡƒ—ƒŽ"—†‰‡–ƒ†"—•‹‡••'Žƒǡ ƒ—ƒŽ "‡''"–ǡ –Ї '"†‡" 'ˆ ‹˜‡•–‡–• 'ˆ –Ї Company's funds and order and the amendments to the †'…—‡–•Ž‹•–‡†ǤЇ''ƒ›̵•'ƒ"†ǡ –''ǡƒƒŽ›œ‡• and evaluates the implementation of the Company's •–"ƒ–‡‰›ǡ '"‰ƒ‹œƒ–‹' 'ˆ ƒ…–‹˜‹–‹‡•ǡ –Ї …''ƒ›̵• ˆ‹ƒ…‹ƒŽ …'†‹–‹'ǡ "‡•—Ž–• 'ˆ "—•‹‡•• ƒ…–‹˜‹–‹‡•ǡ ƒ† other significant information. ƒ††‹–‹'ǡ –Ї 'ƒ"† ƒƒŽ›•‡• ƒ† ‡˜ƒŽ—ƒ–‡• –Ї ''ƒ›̵• ˆ‹ƒ…‹ƒŽ •–ƒ–‡‡–•ƒ† –Ї '"'ˆ‹– ȋŽ'••Ȍ 'ˆ –Ї †"ƒˆ– "‡''"– ƒ†ǡ ƒˆ–‡" –Ї 'ƒ"† ƒ''"'˜ƒŽǡ –ƒ‡• decisions on these projects and the submission of the Company's annual report to the Supervisory Board and the General Meeting of Shareholders. The Board regularly analyses and assesses financial •–ƒ–—• 'ˆ –Ї ''ƒ›ǡ ƒ• ™‡ŽŽ ƒ• '‡"‹'†‹… ˆ‹ƒ…‹ƒŽ "‡•—Ž–•ǡ •—"‹–• "‡…'‡†ƒ–‹'• ' –Ї ƒ''"''"‹ƒ–‡ management of the Company to the Company's managing bodies. |
| 4.2. Members of the collegial body should act in ‰''† ˆƒ‹–Šǡ ™‹–Š …ƒ"‡ ƒ† "‡•''•‹"‹Ž‹–› ˆ'" –Ї benefit and in the interests of the company and its shareholders with due regard to the interests of employees and public welfare. Independent ‡"‡"• 'ˆ –Ї …'ŽŽ‡‰‹ƒŽ "'†› •Š'—ކ ȋƒȌ —†‡" all circumstances maintain independence of their ƒƒŽ›•‹•ǡ†‡…‹•‹'-ƒ‹‰ƒ†ƒ…–‹'• ȋ"Ȍ†''– seek and accept any unjustified privileges that ‹‰Š– …''"'‹•‡ –Ї‹" ‹†‡'‡†‡…‡ǡ ƒ† ȋ…Ȍ clearly express their objections should a member |
Yes | According to the information available to the Company all the members of the collegial body act in good faith for the benefit and in the interests of the Company but not in their own or third parties' interests seeking to maintain their independence in decision-ƒ‹‰ǡ ƒ• well as taking into account employees' interests and public welfare. Independent members maintain their ƒƒŽ›•‡•ǡ ƒ• ™‡ŽŽ ƒ• ‹†‡'‡†‡…‡ ‹ †‡…‹•‹'-ƒ‹‰ǡ and acting. |
| PRINCIPLES / RECOMMENDATIONS | Yes and NO Not applicable |
COMMENTARY |
|---|---|---|
| consider that decision of the collegial body is against the interests of the company. Should a collegial body have passed decisions ‹†‡'‡†‡– ‡"‡" Šƒ• •‡"‹'—• †'—"–• ƒ"'—–ǡ the member should make adequate conclusions. Should an independent member resign from his 'ˆˆ‹…‡ǡ Ї •Š'—ކ ‡š'Žƒ‹ –Ї "‡ƒ•'• ‹ ƒ އ––‡" addressed to the collegial body or audit '‹––‡‡ ƒ†ǡ ‹ˆ ‡…‡••ƒ"›ǡ "‡•'‡…–‹˜‡ company-not-'‡"–ƒ‹‹‰"'†›ȋ‹•–‹–—–‹'ȌǤ 4.3. Each member should devote sufficient time |
Yes | The members of the collegial body duly perform their |
| and attention to perform his duties as a member of the collegial body. Each member of the collegial body should limit other professional '"Ž‹‰ƒ–‹'•'ˆŠ‹•ȋ‹'ƒ"–‹…—Žƒ"ƒ›†‹"‡…–'"•Š‹'• Їކ‹'–Ї"…''ƒ‹‡•Ȍ‹•—…Šƒƒ‡" –Ї› do not interfere with proper performance of duties of a member of the collegial body. In the event a member of the collegial body should be present in less than a half of the meetings of the collegial body throughout the financial year of –Ї …''ƒ›ǡ •Šƒ"‡Š'ކ‡"• 'ˆ –Ї …''ƒ› should be notified. |
functions: they actively attend the meetings and devote sufficient time and attention to perform their duties as members of the collegial body. The members of the collegial bodies actively participate in the ongoing meetings both directly and voting in advance in written or by telecommunication means. During the year under "‡˜‹‡™ǡ ‡‹–Ї" 'ˆ –Ї ''ƒ›̵• …'ŽŽ‡‰‹ƒŽ "'†‹‡• missed so many meetings that hence it would have participated less than in the half of the meetings of the respective collegial body. |
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| ͶǤͶǤЇ"‡†‡…‹•‹'•'ˆƒ…'ŽŽ‡‰‹ƒŽ"'†›ƒ›Šƒ˜‡ ƒ†‹ˆˆ‡"‡–‡ˆˆ‡…–'–Ї…''ƒ›ǯ••Šƒ"‡Š'ކ‡"•ǡ the collegial body should treat all shareholders impartially and fairly. It should ensure that shareholders are properly informed on the ''ƒ›ǯ• ƒˆˆƒ‹"•ǡ •–"ƒ–‡‰‹‡•ǡ "‹• ƒƒ‰‡‡– and resolution of conflicts of interest. The company should have a clearly established role of members of the collegial body when communicating with and committing to shareholders. |
Yes | The Company follows the stated recommendations. The ‡"‡"•'ˆ–Ї…'ŽŽ‡‰‹ƒŽ"'†›"‡ˆ'"‡ƒ‹‰†‡…‹•‹'•ǡ the criteria of which have been determined in the "–‹…އ• 'ˆ ••'…‹ƒ–‹' 'ˆ –Ї ''ƒ›ǡ †‹•…—•• –Ї‹" possible effect on the shareholders. The Company's Articles of Association obliges the Company's collegial "'†‹‡•ǡ ƒ† ‡ƒ…Š 'ˆ –Ї‹" ‡"‡"• –' ''‡"ƒ–‡ beneficially for the Company's shareholders. The Board is accountable to the Supervisory Board and the General Meeting of Shareholders. According to the Company's Articles of Associatioǡ ‹ …‡"–ƒ‹ …ƒ•‡• –Ї '•– important decisions of the company shall be taken only after they are approved by the General Meeting of Shareholders. All significant Company's events are publicly available according to the procedure prescribed by law for the Company's shareholders on the website of NASDAQ OMX AB Vilnius Stock Exchange. Additional informing of the shareholders except that provided in the legal acts is not carried. |
| ͶǤͷǤ –‹•"‡…'‡†‡† –Šƒ– –"ƒ•ƒ…–‹'•ȋ‡š…‡'– insignificant ones due to their low value or concluded when carrying out routine operations ‹ –Ї ''ƒ› —†‡" —•—ƒŽ '†‹–‹'•Ȍǡ concluded between the company and its •Šƒ"‡Š'ކ‡"•ǡ ‡"‡"• 'ˆ –Ї •—'‡"˜‹•'"› '" managing bodies or other natural or legal persons that exert or may exert influence on the company's management should be subject to approval of the collegial body. The decision concerning approval of such transactions should be deemed adopted only provided the majority of the independent members of the collegial body voted for such a decision. 4.6. The collegial body should be independent in |
Yes Yes |
The contracts on the activities in the Supervisory Board are concluded with the members of the Supervisory Board in compliance with the decision of the General Meeting of Shareholders; the member of the Supervisory Board can conclude other transactions with the company mandatory informing about them the Supervisory Board and other bodies of the company. The conditions of the contracts on the activities in the Board concluded with members and the chairperson of the Board are determined by the Supervisory Board. The contracts on the activities in the Audit Committee are concluded with the members of the Audit Committee according to the decision of the Supervisory Board. The Board defines the conditions of the employment contract concluded with the Company's manager. ……'"†‹‰ –' –Ї ‰‡‡"ƒŽ '"ƒ…–‹…‡ 'ˆ –Ї ''ƒ›ǡ –Ї majority of the independent members of the collegial bodies vote for the conclusion of corresponding contracts. The Company's collegial bodies are independent from |
| passing decisions that are significant for the | –Ї ''ƒ›ǯ• ƒƒ‰‹‰ "'†‹‡• ƒ†ǡ ƒ……'"†‹‰ –' –Ї |
| PRINCIPLES / RECOMMENDATIONS | Yes and NO Not applicable |
COMMENTARY |
|---|---|---|
| company's operations and strategy. Taken •‡'ƒ"ƒ–‡Ž›ǡ –Ї 'ŽŽ‡‰‹ƒŽ "'†› •Š'—ކ "‡ |
''ƒ›ǯ• †ƒ–ƒǡ "‡ƒ‹ ‹†‡'‡†‡– ™Š‹Ž‡ ƒ†''–‹‰ the decisions affecting the Company's activity and |
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| independent of the company's management bodies. Members of the collegial body should act and pass decisions without an outside influence from the persons who have elected it. Companies |
strategies The Company's collegial bodies are provided with all the necessary resources including the right to approach and receive consultations by third parties on the issues |
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| should ensure that the collegial body and its committees are provided with sufficient administrative and financial resources to discharge their dut‹‡•ǡ ‹…Ž—†‹‰ –Ї "‹‰Š– –' '"–ƒ‹ǡ ‹ 'ƒ"–‹…—Žƒ" ˆ"' ‡'Ž'›‡‡• 'ˆ –Ї |
–Šƒ– ˆƒŽŽ —†‡" –Ї …'ŽŽ‡‰‹ƒŽ "'†›̵• '" ȋƒ†Ȍ ‹–• committees' competence. |
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| ''ƒ›ǡ ƒŽŽ –Ї ‡…‡••ƒ"› ‹ˆ'"ƒ–‹' '" –' •‡‡‹†‡'‡†‡–އ‰ƒŽǡƒ……'—–‹‰ '"ƒ› '–Ї" advice on issues pertaining to the competence of the collegial body and its committees. |
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| 4.7. Activities of the collegial body should be organized in a manner that independent members of the collegial body could have major influence in relevant areas where chances of occurrence of conflicts of interest are very high. Such areas to be considered as highly relevant are issues of nomination oˆ…''ƒ›ǯ•†‹"‡…–'"•ǡ determination of directors' remuneration and |
Not applicable | Їƒ†˜‹•'"›"'†›ǡ‹Ǥ‡Ǥ—†‹–'‹––‡‡ǡˆ'"‡†"›–Ї Supervisory Body acts within the Company. The —'‡"˜‹•'"› '†› †‡–‡"‹‡† ‹–• ˆ—…–‹'•ǡ "‹‰Š–•ǡ obligations and remuneration procedure. The Company's Audit Committee has been assigned with advisory functions related to the audit control and assessment and covering supervision of financial "‡''"–• '"‡'ƒ"ƒ–‹' ƒ† ƒ—†‹– ‡š‡…—–‹' '"'…‡••ǡ |
| control and assessment of company's audit. Therefore when the mentioned issues are attributable to the competence of the collegial "'†›ǡ ‹– ‹• "‡…'‡†‡† –Šƒ– –Ї …'ŽŽ‡‰‹ƒŽ "'†› should e•–ƒ"Ž‹•Š '‹ƒ–‹'ǡ "‡—‡"ƒ–‹'ǡ ƒ† audit committees. Companies should ensure that –Ї ˆ—…–‹'• ƒ––"‹"—–ƒ"އ –' –Ї '‹ƒ–‹'ǡ |
examination of its effectiveness and implementation of "‡…'‡†ƒ–‹'•ǡ ƒƒŽ›•‹• 'ˆ ‡‡† 'ˆ ‹–‡"ƒŽ ƒ—†‹– functions ƒ† •' 'ǡ '"•‡"˜‡• –Ї ‹–‡‰"‹–› 'ˆ –Ї ˆ‹ƒ…‹ƒŽ‹ˆ'"ƒ–‹''"'˜‹†‡†"›–Ї''ƒ›ǡ'ƒ›‹‰ special attention to the relevance and transparency of the accounting methods used by the Company and its group. |
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| "‡—‡"ƒ–‹'ǡƒ†ƒ—†‹– …'‹––‡‡•ƒ"‡ …ƒ""‹‡† out. However they may decide to merge these functions and set up less than three committees. In such case a company should explain in detail reasons behind the selection of alternative approach and how the selected approach complies with the objectives set forth for the |
Other specialized committees are not established within –Ї ''ƒ›ǡ Š'™‡˜‡" …'ŽŽ‡‰‹ƒŽƒƒ‰‡‡– "'†›ǡ‹Ǥ‡Ǥ –Ї ''ƒ›̵• 'ƒ"†ǡ ‹• "‡•''•‹"އ ˆ'" –Ї ‹••—‡• related to the appointment of the Company's directors and determination of the remuneration for the Company's directors. The Board appoints and dismisses –Ї ''ƒ›̵• Š‹‡ˆ š‡…—–‹˜‡ ˆˆ‹…‡"ǡ "‡‰—Žƒ"Ž› |
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| three different committees. Should the collegial body of the company comprise small number of ‡"‡"•ǡ –Ї ˆ—…–‹'• ƒ••‹‰‡† –' –Ї –Š"‡‡ committees may be performed by the collegial "'†› ‹–•‡Žˆǡ '"'˜‹†‡† –Šƒ– ‹– ‡‡–• …'''•‹–‹' requirements advocated for the committees and that adequate information is provided in this |
‡˜ƒŽ—ƒ–‡• •‹ŽŽ•ǡ '™Ž‡†‰‡ ƒ† ‡š'‡"‹‡…‡ 'ˆ '–Ї" Company's directors; discusses general application ''Ž‹…›'ˆ"‡—‡"ƒ–‹'ȋ‹…Ž—†‹‰•–‹—Žƒ–‹'Ȍ•›•–‡•Ǣ determines remuneration of all Company's management personnel as it is defined in the Description of the Company's Management Structure ȋ'"‹–ЇŽ‹•–'ˆ•–ƒˆˆ''•‹–‹'•Ȍƒ''"'˜‡†"›–Ї'ƒ"† |
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| respect. In such case provisions of this Code relating to the committees of the collegial body ȋ‹ 'ƒ"–‹…—Žƒ" ™‹–Š "‡•'‡…– –' –Ї‹" "'އǡ ''‡"ƒ–‹'ǡ ƒ† –"ƒ•'ƒ"‡…›Ȍ •Š'—ކ ƒ''Ž›ǡ ™Š‡"‡"‡Ž‡˜ƒ–ǡ–'–Ї…'ŽŽ‡‰‹ƒŽ"'†›ƒ•ƒ™Š'އǤ |
and its bonus procedure. According to the practice established within the ''ƒ›ǡ –ЇƒŒ'"‹–›'ˆindependent Board members vote for the adoption of the decisions on the relative issues. |
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| 4.8. The key objective of the committees is to increase efficiency of the activities of the collegial body by ensuring that decisions are based on due '•‹†‡"ƒ–‹'ǡƒ†–'Їޒ'"‰ƒ‹œ‡‹–•™'"™‹–Š a view to ensuring that the decisions it takes are |
Not applicable | Refer to the comment submitted regarding the item 4.7 above. |
| free of material conflicts of interest. Committees should present the collegial body with recommendations concerning the decisions of the collegial body. Nevertheless the final decision shall be adopted by the collegial body. |
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| The recommendation on creation of committees ‹• '– ‹–‡†‡†ǡ ‹ '"‹…‹'އǡ –' …'•–"‹…– –Ї competence of the collegial body or to remove the matters considered from the purview of the |
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| 'ŽŽ‡‰‹ƒŽ "'†› ‹–•‡Žˆǡ ™Š‹…Š "‡ƒ‹• ˆ—ŽŽ› responsible for the decisions taken in its field of |
| PRINCIPLES / RECOMMENDATIONS | Yes and NO Not applicable |
COMMENTARY |
|---|---|---|
| competence. | ||
| 4.9. Committees established by the collegial body should normally be composed of at least three |
Not applicable | Refer to the comment submitted regarding the item 4.7 above. |
| members. In companies with small number of ‡"‡"• 'ˆ –Ї …'ŽŽ‡‰‹ƒŽ "'†›ǡ they could exceptionally be composed of two members. Majority of the members of each committee should be constituted from independent members of the collegial body. In cases when the company chooses not to set up a supervisory "'ƒ"†ǡ "‡—‡"ƒ–‹' ƒ† ƒ—†‹t committees should be entirely comprised of non-executive directors. |
Їƒ†˜‹•'"›"'†›ǡ–Ї—†‹–'‹––‡†ǡˆ'"‡†"›–Ї —'‡"˜‹•'"› 'ƒ"†ǡ …''"‹•‡• 'ˆ –Š"‡‡ ‡"‡"•Ǥ ™' of this body's members are independent and the chairperson of the Audit Committee is also a member of the Company's Supervisory Board. |
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| 4.10. Authority of each of the committees should be determined by the collegial body. Committees should perform their duties in line with authority delegated to them and inform the collegial body on their activities and performance on regular basis. Authority of every committee stipulating the role and rights and duties of the committee should be made public at least onc‡ ƒ ›‡ƒ" ȋƒ• part of the information disclosed by the company annually on its corporate governance structures ƒ† '"ƒ…–‹…‡•ȌǤ ''ƒ‹‡• •Š'—ކ ƒŽ•' ƒ‡ public annually a statement by existing '‹––‡‡• ' –Ї‹" …'''•‹–‹'ǡ —"‡" 'ˆ meetings and attendƒ…‡'˜‡"–Ї›‡ƒ"ǡƒ†–Ї‹" main activities. Audit committee should confirm that it is satisfied with the independence of the audit process and describe briefly the actions it has taken to reach this conclusion. |
Yes | Refer to the comment submitted regarding the item 4.7 above. The documents of the operation of the Company †‡–‡"‹‡–Šƒ––Ї—†‹–'‹––‡‡Šƒ•–'"‡‰—Žƒ"Ž›ȋƒ– އƒ•––™'–‹‡•'‡"›‡ƒ"Ȍ‹ˆ'"–Ї—'‡"˜‹•'"›'ƒ"† ƒ"'—– ‹–• ''‡"ƒ–‹'ǡ ƒ† –' '"'˜‹†‡ –Ї —'‡"˜‹•'"› Board with its operation report one time per year. The main information about the Company's Audit Committee and its composition is published in the Company's annual report. |
| 4.11. In order to ensure independence and ‹'ƒ"–‹ƒŽ‹–› 'ˆ –Ї …'‹––‡‡•ǡ ‡"‡"• 'ˆ –Ї collegial body that are not members of the committee should commonly have a right to participate in the meetings of the committee only if invited by the committee. A committee may invite or demand participation in the meeting of particular officers or experts. Chairperson of each of the committees should have a possibility to maintain direct communication with the shareholders. Events when such are to be performed should be specified in the regulations for committee activities. |
Yes | Refer to the comment submitted regarding the item 4.7 above. The documents of the operation of the Company provide the right for the members of the Audit Committee according to the need to invite at its discretion to its meetings the Company's responsible persons and receive from them necessary explanations. The system of anonymous postings about the violations done in the Company is also provided and introduced in the Company. |
| 4.12. Nomination Committee. 4.12.1. Key functions of the nomination committee should be the following: ͳȌ †‡–‹ˆ› ƒ† "‡…'‡†ǡ ˆ'" –Ї ƒ''"'˜ƒŽ 'ˆ –Ї …'ŽŽ‡‰‹ƒŽ "'†›ǡ …ƒ†‹†ƒ–‡• –' ˆ‹ŽŽ "'ƒ"† vacancies. The nomination committee should ‡˜ƒŽ—ƒ–‡ –Ї "ƒŽƒ…‡ 'ˆ •‹ŽŽ•ǡ '™Ž‡†‰‡ ƒ† ‡š'‡"‹‡…‡ ' –Ї ƒƒ‰‡‡– "'†›ǡ '"‡'ƒ"‡ ƒ description of the roles and capabilities required –'ƒ••—‡ƒ'ƒ"–‹…—Žƒ"'ˆˆ‹…‡ǡƒ†ƒ••‡••–Ї–‹‡ commitment expected. Nomination committee can also consider candidates to members of the collegial body delegated by the shareholders of the company; ʹȌ ••‡•• ' "‡‰—Žƒ" "ƒ•‹• –Ї •–"—…–—"‡ǡ •‹œ‡ǡ composition and performance of the supervisory ƒ† ƒƒ‰‡‡– "'†‹‡•ǡ ƒ† ƒ‡ recommendations to the collegial body regarding the means of achieving necessary changes; ͵Ȍ ••‡•• ' "‡‰—Žƒ" "ƒ•‹• –Ї •‹ŽŽ•ǡ '™Ž‡†‰‡ and experience of individual directors and report |
No | Refer to the comment submitted regarding the item 4.7 above. |
| PRINCIPLES / RECOMMENDATIONS | Yes and NO Not applicable |
COMMENTARY |
|---|---|---|
| on this to the collegial body; | ||
| ͶȌ"''‡"Ž›…'•‹†‡"‹••—‡•"‡Žƒ–‡†–'•—……‡••‹' | ||
| planning; | ||
| ͷȌ ‡˜‹‡™ –Ї ''Ž‹…› 'ˆ –Їƒƒ‰‡‡– "'†‹‡• | ||
| for selection and appointment of senior |
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| management. 4.12.2. Nomination committee should consider |
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| proposaޕ "› '–Ї" 'ƒ"–‹‡•ǡ ‹…Ž—†‹‰ |
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| ƒƒ‰‡‡– ƒ† •Šƒ"‡Š'ކ‡"•Ǥ Ї †‡ƒŽ‹‰ | ||
| with issues related to executive directors or | ||
| ‡"‡"•'ˆ–Ї"'ƒ"†ȋ‹ˆƒ…'ŽŽ‡‰‹ƒŽ"'†›‡Ž‡…–‡† | ||
| by the General Meeting of Shareholders is the | ||
| •—'‡"˜‹•'"› "'ƒ"†Ȍ ƒ† •‡‹'" ƒƒ‰‡‡–ǡ | ||
| chief executive officer of the company should be | ||
| '•—Ž–‡†"›ǡƒ†‡–‹–އ†–'•—"‹–'"'''•ƒŽ•–' the nomination committee. |
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| 4.13. Remuneration Committee. | No | Refer to the comment submitted regarding the item 4.7 |
| 4.13.1. Key functions of the remuneration | above. | |
| committee should be the following: | ||
| ͳȌ ƒ‡ '"'''•ƒŽ•ǡ ˆ'" –Ї ƒ''"'˜ƒŽ 'ˆ –Ї | ||
| 'ŽŽ‡‰‹ƒŽ "'†›ǡ ' –Ї "‡—‡"ƒ–‹' ''Ž‹…› ˆ'" | ||
| members of management bodies and executive | ||
| directors. Such policy should address all forms | ||
| the fixed 'ˆ ''‡•ƒ–‹'ǡ ‹…Ž—†‹‰ |
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| "‡—‡"ƒ–‹'ǡ '‡"ˆ'"ƒ…‡-based remuneration •…Ї‡•ǡ'‡•‹'ƒ""ƒ‰‡‡–•ǡƒ†–‡"‹ƒ–‹' |
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| payments. Proposals considering performance | ||
| based remuneration schemes should be |
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| accompanied with recommendations on the | ||
| related objectives and evaluati'…"‹–‡"‹ƒǡ™‹–Šƒ | ||
| view to properly aligning the pay of executive | ||
| director and members of the management bodies | ||
| with the long-term interests of the shareholders and the objectives set by the collegial body; |
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| ʹȌ ƒ‡ '"'''•ƒŽ• –' –Ї …'ŽŽ‡‰‹ƒŽ "'†› ' –Ї | ||
| individual remuneration for executive directors | ||
| and member of management bodies in order | ||
| their remunerations are consistent with |
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| company's remuneration policy and the |
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| evaluation of the performance of these persons | ||
| '…‡"‡†Ǥ†'‹‰•'ǡ–Ї…'‹––‡‡•Š'—ld be properly informed on the total compensation |
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| obtained by executive directors and members of | ||
| the management bodies from the affiliated | ||
| companies; | ||
| ͵Ȍ ƒ‡ '"'''•ƒŽ• –' –Ї …'ŽŽ‡‰‹ƒŽ "'†› ' | ||
| suitable forms of contracts for executive |
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| directors and members of the management |
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| bodies; | ||
| ͶȌ••‹•––Ї…'ŽŽ‡‰‹ƒŽ"'†›‹'˜‡"•‡‡‹‰Š'™–Ї company complies with applicable provisions |
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| regarding the remuneration-related information | ||
| †‹•…Ž'•—"‡ȋ‹'ƒ"–‹…—Žƒ"–Ї"‡—‡"ƒ–‹'''Ž‹…› | ||
| applied and individual remuneration of |
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| †‹"‡…–'"•ȌǢ | ||
| ͷȌ ƒ‡ ‰‡‡"ƒŽ "‡…'‡†ƒ–‹'• –' –Ї | ||
| executive directors and members of the |
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| management bodies on the level and structure of | ||
| "‡—‡"ƒ–‹'ˆ'"•‡‹'"ƒƒ‰‡‡–ȋƒ•†‡ˆ‹‡† "› –Ї …'ŽŽ‡‰‹ƒŽ "'†›Ȍ ™‹–Š "‡‰ƒ"† –' –Ї |
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| respective information provided by the executive | ||
| directors and members of the management | ||
| bodies. | ||
| ͶǤͳ͵ǤʹǤ ‹–Š "‡•'‡…– –' •–'… ''–‹'• ƒ† '–Ї" | ||
| share-based incentives which may be granted to |
| PRINCIPLES / RECOMMENDATIONS | Yes and NO Not applicable |
COMMENTARY |
|---|---|---|
| †‹"‡…–'"• '" '–Ї" ‡'Ž'›‡‡•ǡ –Ї …'‹––‡‡ | ||
| should: | ||
| ͳȌ'•‹†‡"‰‡‡"ƒŽ''Ž‹…›"‡‰ƒ"†‹‰–Še granting | ||
| 'ˆ –Ї ƒ"'˜‡ ‡–‹'‡† •…Ї‡•ǡ ‹ 'ƒ"–‹…—Žƒ" | ||
| •–'…''–‹'•ǡƒ†ƒ‡ƒ›"‡Žƒ–‡†'"'''•ƒŽ•–' the collegial body; |
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| ʹȌšƒ‹‡ –Ї"‡Žƒ–‡†‹ˆ'"ƒ–‹' –Šƒ–‹•‰‹˜‡ | ||
| in the company's annual report and documents | ||
| intended for the use during the meeting of the | ||
| shareholders; | ||
| ͵Ȍ ƒ‡ '"'''•ƒŽ• –' –Ї 'ŽŽ‡‰‹ƒŽ "'†› |
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| regarding the choice between granting options to subscribe shares or granting options to purchase |
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| •Šƒ"‡•ǡ •'‡…‹ˆ›‹‰ –Ї "‡ƒ•'• ˆ'" ‹–• …Š'‹…‡ ƒ• | ||
| well as the consequences that this choice has. | ||
| 4.13.3. Upon resolution of the issues attributable | ||
| to the competence of the remuneration |
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| '‹––‡‡ǡ –Ї …'‹––‡‡ •Š'—ކ ƒ– އƒ•– | ||
| address the chairperson of the collegial body and/or chief executive officer of the company for |
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| their opinion on the remuneration of other | ||
| executive directors or members of the |
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| management bodies. | ||
| 4.14. Audit Committee | Yes | Refer to the comment submitted regarding the item 4.7 |
| 4.14.1. Key functions of the audit committee | above. | |
| should be the following: the financial |
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| ‹–‡‰"‹–› of ͳȌ "•‡"˜‡ –Ї ‹ˆ'"ƒ–‹' '"'˜‹†‡† "› –Ї ''ƒ›ǡ ‹ |
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| particular by reviewing the relevance and | ||
| consistency of the accounting methods used by | ||
| –Ї…''ƒ›ƒ†‹–•‰"'—'ȋ‹…Ž—†‹‰–Ї…"‹–‡"‹ƒ | ||
| for the consolidation of the accounts of |
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| companies in the gro—'ȌǢ | ||
| ʹȌ – އƒ•– '…‡ ƒ ›‡ƒ" "‡˜‹‡™ –Ї •›•–‡• 'ˆ internal control and risk management to ensure |
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| –Šƒ– –Ї ‡› "‹•• ȋ‹…Ž—•‹˜‡ 'ˆ –Ї "‹•• ‹ | ||
| relation with compliance with existing laws and | ||
| "‡‰—Žƒ–‹'•Ȍ ƒ"‡ '"''‡"Ž› ‹†‡–‹ˆ‹‡†ǡ ƒƒ‰‡† | ||
| and reflected in the information provided; | ||
| ͵Ȍ •—"‡ –Ї ‡ˆˆ‹…‹‡…› 'ˆ –Ї ‹–‡"ƒŽ ƒ—†‹– ˆ—…–‹'ǡ ƒ'‰ '–Ї" –Š‹‰•ǡ "› ƒ‹‰ |
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| "‡…'‡†ƒ–‹'•'–Ї•‡Ž‡…–‹'ǡƒ'''‹–‡–ǡ | ||
| reappointment and removal of the head of the | ||
| internal audit department and on the budget of | ||
| the †‡'ƒ"–‡–ǡ ƒ† "› '‹–'"‹‰ –Ї |
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| responsiveness of the management to its findings and recommendations. Should there be no |
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| ‹–‡"ƒŽƒ—†‹–ƒ—–Š'"‹–›‹–Ї…''ƒ›ǡ–Ї‡‡† | ||
| for one should be reviewed at least annually; | ||
| ͶȌ ƒ‡ "‡…'‡†ƒ–‹'• –' –Ї …'ŽŽ‡gial body | ||
| "‡Žƒ–‡† ™‹–Š •‡Ž‡…–‹'ǡ ƒ'''‹–‡–ǡ |
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| reappointment and removal of the external | ||
| ƒ—†‹–'" ȋ–' "‡ †'‡ "› –Ї General Meeting of ShareholdersȌƒ†™‹–Š –Ї –‡"•ƒ† …'†‹–‹'• |
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| of his engagement. The committee should |
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| investigate situations that lead to a resignation of | ||
| the audit company or auditor and make | ||
| recommendations on required actions in such | ||
| situations; | ||
| ͷȌ'‹–'"‹†‡'‡†‡…‡ƒ†‹'ƒ"–‹ƒŽ‹–›'ˆ –Ї ‡š–‡"ƒŽ ƒ—†‹–'"ǡ ‹ 'ƒ"–‹…—Žƒ" "› "‡˜‹‡™‹‰ –Ї |
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| audit company's compliance with applicable | ||
| guidance relating to the rotation of audit | ||
| 'ƒ"–‡"•ǡ –Ї އ˜‡Ž 'ˆ ˆ‡‡• 'ƒ‹† "› –Ї …''ƒ›ǡ | ||
| and similar issues. In order to prevent |
| PRINCIPLES / RECOMMENDATIONS | Yes and NO Not applicable |
COMMENTARY |
|---|---|---|
| '……—""‡…‡ 'ˆ ƒ–‡"‹ƒŽ …'ˆŽ‹…–• 'ˆ ‹–‡"‡•–ǡ –Ї | ||
| '‹––‡‡ǡ"ƒ•‡†'–Їƒ—†‹–'"ǯ•†‹•…Ž'•‡†‹–‡" | ||
| alia data on all remunerations paid by the | ||
| ''ƒ› –' –Ї ƒ—†‹–'" ƒ† ‡–™'"ǡ •Š'—ކ ƒ– | ||
| all times monitor nature and extent of the non | ||
| audit services. Having regard to the principals | ||
| and guidelines established in the 16 May 2002 | ||
| '‹••‹'‡…'‡†ƒ–‹'ʹͲͲʹȀͷͻͲȀǡ–Ї committee should determine and apply a formal |
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| policy establishing types of non-audit services | ||
| –Šƒ– ƒ"‡ ȋƒȌ ‡š…Ž—†‡†ǡ ȋ"Ȍ '‡"‹••‹"އ 'Ž› ƒˆ–‡" | ||
| "‡˜‹‡™ "› –Ї …'‹––‡‡ǡ ƒ† ȋ…Ȍ '‡"‹••‹"އ | ||
| without referral to the committee; | ||
| Ȍ‡˜‹‡™‡ˆˆ‹…‹‡…›'ˆ–Ї‡š–‡"ƒŽƒudit process | ||
| and responsiveness of management to |
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| recommendations made in the external auditor's | ||
| management letter. 4.14.2. All members of the committee should be |
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| furnished with complete information on |
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| 'ƒ"–‹…—Žƒ"• 'ˆ ƒ……'—–‹‰ǡ ˆ‹ƒ…‹ƒŽ ƒ† '–Ї" | ||
| operations of the company. Company's |
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| management should inform the audit committee | ||
| of the methods used to account for significant | ||
| and unusual transactions where the accounting | ||
| treatment may be open to different approaches. | ||
| In such case a special consideration should be | ||
| given to company's operations in offshore | ||
| centres and/or activities carried out through | ||
| •'‡…‹ƒŽ '—"''•‡ ˜‡Š‹…އ• ȋ'"‰ƒ‹•ƒ–‹'•Ȍ ƒ† justification of such operations. |
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| 4.14.3. The audit committee should decide | ||
| whether participation of the chairperson of the | ||
| 'ŽŽ‡‰‹ƒŽ "'†›ǡ …Š‹‡ˆ ‡š‡…—–‹˜‡ 'ˆˆ‹…‡" 'ˆ –Ї | ||
| ''ƒ›ǡ …Š‹‡ˆ ˆ‹ƒ…‹ƒŽ 'ˆˆ‹…‡" ȋ'" •—'‡"‹'" | ||
| ‡'Ž'›‡‡• ‹ …Šƒ"‰‡ 'ˆ ˆ‹ƒ…‡•ǡ –"‡ƒ•—"› ƒ† | ||
| ƒ……'—–‹‰Ȍǡ'"‹–‡"ƒŽƒ†‡š–‡"ƒŽƒ—†‹–'"•‹ | ||
| –Ї ‡‡–‹‰• 'ˆ –Ї …'‹––‡‡ ‹• "‡"—‹"‡† ȋ‹ˆ | ||
| "‡"—‹"‡†ǡ ™Š‡ȌǤ Ї …'‹––‡‡ •Š'—ކ "‡ | ||
| ‡–‹–އ†ǡ™Š‡‡‡†‡†ǡ–'‡‡–™‹–Šƒ›"‡Ž‡˜ƒ– person without executive directors and members |
||
| of the management bodies present. | ||
| 4.14.4. Internal and external auditors should be | ||
| secured with not only effective working |
||
| "‡Žƒ–‹'•Š‹'™‹–Šƒƒ‰‡‡–ǡ"—–ƒŽ•'™‹–Šˆ"‡‡ | ||
| access to the collegial body. For this purpose the | ||
| audit committee should act as the principal | ||
| contact person for the internal and external | ||
| auditors. 4.14.5. The audit committee should be informed |
||
| of the in–‡"ƒŽ ƒ—†‹–'"ǯ• ™'" '"'‰"ƒǡ ƒ† | ||
| should be furnished with internal audit's reports | ||
| or periodic summaries. The audit committee |
||
| should also be informed of the work program of | ||
| the external auditor and should be furnished | ||
| with report disclosing all relationships between | ||
| the independent auditor and the company and its | ||
| group. The committee should be timely |
||
| furnished information on all issues arising from the audit. |
||
| 4.14.6. The audit committee should examine | ||
| whether the company is following applicable | ||
| provisions regarding the possibility for |
||
| employees to report alleged significant |
||
| ‹""‡‰—Žƒ"‹–‹‡• ‹ –Ї …''ƒ›ǡ "› ™ƒ› 'ˆ | ||
| complaints or through anonymous submissions |
| PRINCIPLES / RECOMMENDATIONS | Yes and NO Not applicable |
COMMENTARY |
|---|---|---|
| ȋ'"ƒŽŽ› –' ƒ ‹†‡'‡†‡– ‡"‡" 'ˆ –Ї | ||
| 'ŽŽ‡‰‹ƒŽ"'†›Ȍǡƒ†•Š'—ކ‡•—"‡–Šƒ––Ї"‡‹•ƒ | ||
| procedure established for proportionate and | ||
| independent investigation of these issues and for | ||
| appropriate follow-up action. | ||
| 4.14.7. The audit committee should report on its | ||
| activities to the collegial body at least once in | ||
| ‡˜‡"›•‹š'–Š•ǡƒ––Ї–‹‡–Ї›‡ƒ"ly and half | ||
| yearly statements are approved. | ||
| 4.15. Every year the collegial body should | No | The internal documents of the Company do not provide |
| conduct the assessment of its activities. The |
for a separate assessment of the collegial body's | |
| assessment should include evaluation of collegial | activities because it was not required by the legal acts of | |
| body's •–"—…–—"‡ǡ™'"'"‰ƒ‹•ƒ–‹'ƒ†ƒ"‹Ž‹–›–' | the Republic of Lithuania. During the year under |
|
| ƒ…–ƒ•ƒ‰"'—'ǡ‡˜ƒŽ—ƒ–‹''ˆ‡ƒ…Š'ˆ–Ї…'ŽŽ‡‰‹ƒŽ | "‡˜‹‡™ǡ–Ї''ƒ›ƒŽ•'†‹†'–'"ƒ…–‹…‡–Ї‹†‹…ƒ–‡† | |
| body member's and committee's competence and | information about the internal organization of the | |
| work efficiency and assessment whether the | collegial bodies and publicity of the activity procedures. | |
| collegial body has achieved its objectives. The | Decisions on the Company's activities are made by the | |
| 'ŽŽ‡‰‹ƒŽ"'†›•Š'—ކǡ ƒ–އƒ•–'…‡ƒ›‡ƒ"ǡƒ‡ | Board of the Company which reports to the Supervisory | |
| '—"Ž‹… ȋƒ• 'ƒ"– 'ˆ –Ї ‹ˆ'"ƒ–‹' –Ї …''ƒ› | Board and the Company's General Meeting of |
|
| annually discloses on its management structures | Shareholders. | |
| ƒ† '"ƒ…–‹…‡•Ȍ "‡•'‡…–‹˜‡ ‹ˆ'"ƒ–‹' ' ‹–• | ||
| ‹–‡"ƒŽ '"‰ƒ‹•ƒ–‹' ƒ† ™'"‹‰ '"'…‡†—"‡•ǡ and specify what material changes were made as |
||
| a result of the assessment of the collegial body of | ||
| its own activities. | ||
| "‹…‹'އǣЇ™'"‹‰'"'…‡†—"‡'ˆ–Ї…''ƒ›ǯ•…'ŽŽ‡‰‹ƒŽ"'†‹‡• | ||
| The working procedure of supervisory and management bodies established in the company should ensure efficient | ||
| operation of these bodies and decision-making and encourage active co-operation between the company's bodies. | ||
| 5.1. The company's supervisory and management | Yes | A chairperson of the collegial body of supervision - the |
| "'†‹‡• ȋЇ"‡‹ƒˆ–‡"‹ –Š‹• "‹…‹'އ –Ї …'…‡'– | Supervisory Board and a chairperson of the collegial | |
| 'collegial bodies' covers both the collegial bodies | body of management - the Board implement this | |
| of supervision and the collegial bodies of | provision in the Company.3. | |
| ƒƒ‰‡‡–Ȍ•Š'—ކ"‡…Šƒ‹"‡†"›…Šƒ‹"'‡"•'• | ||
| of these bodies. The chairperson of a collegial | ||
| body is responsible for proper convocation of the | ||
| collegial body meetings. The chairperson should | ||
| ensure that information about the meeting being | ||
| convened and its agenda are communicated to all | ||
| members of the body. The chairperson of a |
||
| collegial body should ensure appropriate |
||
| conducting of the meetings of the collegial body. | ||
| The chairperson should ensure order and |
||
| working atmosphere during the meeting. | ||
| 5.2. It is recommended that meetings of the company's collegial bodies should be carried out |
Yes | The documents of the operation of the Company provides that the meetings of the Company's |
| according to the schedule approved in advance at | Supervisory Board are convened at least once in a | |
| certain intervals of time. Each company is free to | "—ƒ"–‡"ƒ……'"†‹‰–'‡‡†ǡƒ†–Ї ordinary meetings of | |
| decide how often to convene meetings of the | the Company's Board are carried out according to the | |
| collegial "'†‹‡•ǡ"—–‹–‹•"‡…'‡†‡†–Šƒ––Ї•‡ | •…Ї†—އ ƒ''"'˜‡† "› –Ї 'ƒ"†ǡ ™Š‹…Š †—"‹‰ –Ї | |
| ‡‡–‹‰• •Š'—ކ "‡ …'˜‡‡† ƒ– •—…Š ‹–‡"˜ƒŽ•ǡ | reporting period provided frequency of the Board | |
| which would guarantee an interrupted |
‡‡–‹‰•ǡ‹Ǥ‡Ǥ '…‡‹ ƒ …ƒŽ‡†ƒ"'–Š '"'"‡ 'ˆ–‡ǡ | |
| resolution of the essential corporate governance | thereby ensuring continuous solution of the essential | |
| issues. Meetings of the company's supervisory | Company's management issues. | |
| board should be convened at least once in a | ||
| "—ƒ"–‡"ǡƒ†–Ї…''ƒ›ǯ•"'ƒ"†•Š'—ކ‡‡–ƒ– | ||
| least once a month. |
3 During the period from 20/03/2013 to 31/12/2013 and including, a permanent chairperson of the Board was not elected in the Company, therefore, every time one of the Board members is elected as the chairperson of the Board under the principle ad hoc, the Board meeting was convened at the discretion of the Board members according to the procedure established by the Company's Articles of Association.
| PRINCIPLES / RECOMMENDATIONS | Yes and NO Not applicable |
COMMENTARY |
|---|---|---|
| 5.3. Members of a collegial body should be notified about the meeting being convened in advance in order to allow sufficient time for proper preparation for the issues on the agenda of the meeting and to ensure fruitful discussion and adoption of appropriate decisions. Alongside with the notice about the meeting "‡‹‰ …'˜‡‡†ǡ ƒŽŽ –Ї †'…—‡–• "‡Ž‡˜ƒ– –' the issues on the agenda of the meeting should be submitted to the members of the collegial body. The agenda of the meeting should not be Šƒ‰‡† '" •—''އ‡–‡† †—"‹‰ –Ї ‡‡–‹‰ǡ unless all members of the collegial body are present or certain issues of great importance to the company require immediate resolution. |
Yes | The Company observes provisions stated in this recommendation. The members of the collegial body together with the convocation to the meeting receive a notice on the agenda of the meeting convened. According to the procedure and the terms provided in the documents of the operation 'ˆ –Ї ''ƒ›ǡ –Ї Company's collegial bodies receive according to the set form written information about the matter under consideration in that cases when the decision is ƒ†''–‡†ǡ ƒ† ™Š‡ ‹ˆ'"ƒ–‹' ‹• •—"‹––‡† 'Ž› –' collegial body's knowledge – on demand. –Ї ''ƒ›̵• '"ƒ…–‹…‡ǡ –Ї meeting agenda during the meeting is changed and supplemented only in cases when all members of the collegial body participate in the meeting and it is necessary to immediately solve important Company's issues and all members of the collegial body agreed with this agenda change and supplement. |
| 5.4. In order to co-ordinate operation of the company's collegial bodies and ensure effective decision-ƒ‹‰ '"'…‡••ǡ …Šƒ‹"'‡"•'• 'ˆ –Ї company's collegial bodies of supervision and management should closely co-operate by co- ''"†‹ƒ–‹‰†ƒ–‡•'ˆ–Ї‡‡–‹‰•ǡ–Ї‹"ƒ‰‡†ƒ• and resolving other issues of corporate governance. Members of the company's board should be free to attend meetings of the company's supervisory "'ƒ"†ǡ ‡•'‡…‹ƒŽŽ› ™Š‡"‡ issues concerning removal of the board ‡"‡"•ǡ –Ї‹" Ž‹ƒ"‹Ž‹–› '" "‡—‡"ƒ–‹' ƒ"‡ discussed. |
Yes | The Company observes provisions stated in this "‡…'‡†ƒ–‹'Ǥ ˆ ‡…‡••ƒ"›ǡ ‹ –Ї ''ƒ›̵• ''ƒy's †‡–‡"‹‡† '"ƒ…–‹…‡ǡ –Ї ‰‡‡"ƒŽ management and supervision bodies' meetings are also convened. |
| "‹…‹'އǣЇ‡"—‹–ƒ"އ–"‡ƒ–‡–'ˆ•Šƒ"‡Š'ކ‡"•ƒ†•Šƒ"‡Š'ކ‡""‹‰Š–• | Ї…'"''"ƒ–‡‰'˜‡"ƒ…‡ˆ"ƒ‡™'"•Š'—ކ‡•—"‡–Ї‡"—‹–ƒ"އ–"‡ƒ–‡–'ˆƒŽŽ•Šƒ"‡Š'ކ‡"•ǡ‹…Ž—†‹‰minority | |
| and foreign shareholders. The corporate governance framework should protect the rights of the shareholders. 6.1. It is recommended that the company's capital should consist only of the shares that ‰"ƒ– –Ї •ƒ‡ "‹‰Š–• –' ˜'–‹‰ǡ '™‡"•Š‹'ǡ dividend and other rights to all their holders. |
Yes | The Company's capital consists of ordinary registered shares that grant the same rights to all their holders. |
| 6.2. It is recommended that investors should have access to the information concerning the rights attached to the shares of the new issue or –Š'•‡ ‹••—‡† ‡ƒ"Ž‹‡" ‹ ƒ†˜ƒ…‡ǡ ‹Ǥ‡Ǥ "‡ˆ'"‡ –Ї› purchase shares. |
Yes | The Company observes provisions stated in this recommendation. |
| 6.3. Transactions that are important to the ''ƒ› ƒ† ‹–• •Šƒ"‡Š'ކ‡"•ǡ •—…Š ƒ• –"ƒ•ˆ‡"ǡ ‹˜‡•–‡–ǡ ƒ† 'އ†‰‡ 'ˆ –Ї …''ƒ›ǯ• ƒ••‡–• or any other type of encumbrance should be subject to approval of the General Meeting of Shareholders. All shareholders should be furnished with equal opportunity to familiarise with and participate in the decision-making '"'…‡•• ™Š‡ •‹‰‹ˆ‹…ƒ– '"''"ƒ–‡ ‹••—‡•ǡ including approval of transactions referred to ƒ"'˜‡ǡƒ"‡†‹•…—••‡†Ǥ |
Yes | According to the Law on Companies of the Republic of Lithuania and Articles of Association all important trƒ•ƒ…–‹'•ǡ ƒ† ‹ •‡– …ƒ•‡• –Ї ‡› …'†‹–‹'• 'ˆ –Ї•‡–"ƒ•ƒ…–‹'•ƒ"‡ƒ''"'˜‡†"›–Ї'ƒ"†ǡƒ†ƒŽ•' in cases prescribed by the Law on Companies an approval of the General Meeting of Shareholders is additionally received for such Board's decisions. |
| 6.4. Procedures of convening and conducting a General Meeting of Shareholders should ensure equal opportunities for the shareholders to effectively participate at the meetings and should not prejudice the rights and interests of the shareholders. The venu‡ǡ †ƒ–‡ǡ ƒ† –‹‡ 'ˆ –Ї meeting of shareholders should not hinder wide attendance of the shareholders. Prior to the meeting of the shareholdersǡ –Ї …''ƒ›ǯ• supervisory and management bodies should enable the shareholders to lodge questions on |
Yes | All the shareholders of the Company are informed ƒ"'—––Ї˜‡—‡ǡ†ƒ–‡ƒ†–‹‡'ˆ–ЇGeneral Meeting of Shareholders publicly in advance according to the procedure prescribed within the terms established by the legal acts publishing about the convened General Meeting of Shareholdersǡ ‹–• ƒ‰‡†ƒ ‹ –Ї ‹ˆ'"ƒ–‹' disclosure system of NASDAQ OMX AB Vilnius Stock š…Šƒ‰‡ƒ†'–Ї''ƒ›̵•™‡"•‹–‡ȋwww.oil.ltȌǤ Prior to the General Meeting of Shareholders all the shareholders of the Company are furnished with opportunity to receive information on the issues on the |
| PRINCIPLES / RECOMMENDATIONS | Yes and NO Not applicable |
COMMENTARY |
|---|---|---|
| issues on the agenda of the General Meeting of Shareholders and receive answers to them. |
agenda of the General Meeting of Shareholdersǡ –' ƒ• questions related to the agenda of the General Meeting of Shareholdersǡ–'"‡…‡‹˜‡ƒ•™‡"•–'–ЇǤ |
|
| 6.5. It is recommended that documents on the course of the General Meeting of Shareholdersǡ ‹…Ž—†‹‰†"ƒˆ–"‡•'Ž—–‹'•'ˆ–Ї‡‡–‹‰ǡ•Š'—ކ be placed on the publicly accessible website of the company in advance. It is recommended that the minutes of the General Meeting of Shareholders after signing them and/or adopted resolutions should be also placed on the publicly accessible website of the company. Seeking to ensure the right of foreigners to familiarise with –Ї ‹ˆ'"ƒ–‹'ǡ ™Š‡‡˜‡" ˆ‡ƒ•‹"އǡ †'…—‡–• referred to in this recommendation should be published in English and/or other foreign languages. Documents referred to in this recommendation may be published on the publicly accessible website of the company to the extent that publishing of these documents is not detrimental to the company or the company's commercial secrets are not revealed. |
Yes | ‹–Š‹ –Ї –‡"• •‡– "› –Їއ‰ƒŽƒ…–•ǡ –Ї ''ƒ›‹ advance publicly disclose the documents on the course of the General Meeting of Shareholdersǡ ‹…Ž—†‹‰ †"ƒˆ– "‡•'Ž—–‹'• 'ˆ –Ї ‡‡–‹‰ǡ –Š"'—‰Š –Ї ‹ˆ'"ƒ–‹' disclosure system of NASDAQ OMX AB Vilnius Stock Exchange and it is planned to place them constantly on the website of the Company www.oil.ltȌǤ The adopted decisions of the General Meeting of Shareholders are also disclosed through the information disclosure systems of NASDAQ OMX AB Vilnius Stock Exchange and it is planned to place them constantly on –Ї™‡"•‹–‡'ˆ–Ї''ƒ›ȋwww.oil.ltȌǤ Information indicated and the documents are published in the information disclosure system of NASDAQ OMX AB Vilnius Stock Exchange in Lithuanian and English languages. |
| 6.6. Shareholders should be furnished with the opportunity to vote in the General Meeting of Shareholders in person and in absentia. Shareholders should not be prevented from voting in writing in advance by completing the general voting ballot. |
Yes | The shareholders of the Company can implement their right to participate at the meeting of the shareholders both in person and through a representative should he be duly authorised according to the procedure established by the legal acts. The Company also furnishes its shareholders with the opportunity to vote in advance in written by completing and submitting to the Company the general voting ballot. |
| ǤǤ‹–Š ƒ ˜‹‡™ –'‹…"‡ƒ•‹‰ –Ї •Šƒ"‡Š'ކ‡"•ǯ opportunities to participate effectively at meetings of the shareholdersǡ –Ї…''ƒ‹‡•ƒ"‡ recommended to expand use of modern technologies in voting processes by allowing the shareholders to vote in general meetings via terminal equipment of telecommunications. In such cases security of telecommunication ‡"—‹'‡–ǡ –‡š– '"'–‡…–‹' ƒ† ƒ ''••‹"‹Ž‹–› –' identify the signature of the voting person should be guarantee†Ǥ '"‡'˜‡"ǡ …''ƒ‹‡• …'—ކ ˆ—"‹•Š ‹–• •Šƒ"‡Š'ކ‡"•ǡ ‡•'‡…‹ƒŽŽ› ˆ'"‡‹‰‡"•ǡ with the opportunity to watch meetings of the shareholders by means of modern technologies. |
Not applicable | Taking into account the structure of the shareholders ȋ…'–"'ŽŽ‹‰‹–erest is owned by the Government of the ‡'—"Ž‹… 'ˆ ‹–Š—ƒ‹ƒȌ ƒ† –Ї ˜ƒŽ‹† "‡‰—Žƒ–‹'• ˆ'" organisation of the meeting of shareholders ensuring full advance publication of the material of the General Meeting of Shareholders and publicity of the decisions ƒ†''–‡† "› –Ї •Šƒ"‡Š'ކ‡"• ȋ'—"Ž‹•Š‹‰ ƒŽŽ –Š‹• information on the website of NASDAQ OMX AB Vilnius –'… š…Šƒ‰‡Ȍ ƒ† –Ї ''''"–—‹–› –' ˜'–‡ ‹ ƒ†˜ƒ…‡ǡ –Ї"‡ ‹• ' ‡…‡••‹–› –' ƒ††‹–‹'ƒŽŽ› ‹•–ƒŽŽ '•–Ž› •›•–‡ 'ˆ ǡ ™Š‹…Š ™'—ކ ‰‹˜‡ –Ї ''''"–—‹ty for the shareholders to vote during the meeting of the shareholders using telecommunication terminal equipment. |
| "‹…‹'އǣЇƒ˜'‹†ƒ…‡'ˆ…'ˆŽ‹…–•'ˆ‹–‡"‡•–ƒ†–Ї‹"†‹•…Ž'•—"‡ | ||
| the corporate bodies | The corporate governance framework should encourage members of the corporate bodies to avoid conflicts of interest and assure transparent and effective mechanism of disclosure of conflicts of interest regarding members of |
|
| 7.1. Any member of the company's supervisory and management body should ƒ˜'‹† ƒ •‹–—ƒ–‹'ǡ in which his/her personal interests are in conflict or may be in conflict with the company's ‹–‡"‡•–•Ǥ …ƒ•‡ •—…Š ƒ •‹–—ƒ–‹' †‹† '……—"ǡ ƒ member of the company's supervisory and ƒƒ‰‡‡– "'†› •Š'—ކǡ ™‹–Š‹ "‡ƒ•'ƒ"އ –‹‡ǡ‹ˆ'" other members of the same collegial body or the company's body that has elected Š‹ȀЇ"ǡ'"–'–Ї…''ƒ›ǯ••Šƒ"‡Š'ކ‡"•ƒ"'—– ƒ •‹–—ƒ–‹' 'ˆ ƒ …'ˆŽ‹…– 'ˆ ‹–‡"‡•–ǡ ‹†‹…ƒ–‡ –Ї ƒ–—"‡'ˆ–Ї…'ˆŽ‹…–ƒ†˜ƒŽ—‡ǡ™Š‡"‡''••‹"އǤ |
Yes | The members of the Company's supervisory and management bodies oblige to act in such a manner so as to avoid conflict of interests with the Company. This is determined in the Articles of Association of the Company and in other documents of operation of the Company. For this '—"''•‡ǡ –Ї ‡"‡" 'ˆ –Ї ''ƒ›̵• supervisory and management bodies submit to the Company's body that elected them and the Company the declarations about the absence of the conflict of interests and oblige to immediately inform about any change of the circumstances revealed in these declarations. —"‹‰–Ї"‡''"–‹‰'‡"‹'†ǡ–Ї"‡™ƒ•'–ƒ›…ƒ•‡•'ˆ conflict of interests between the Company and the member of its supervisory and management. |
| PRINCIPLES / RECOMMENDATIONS | Yes and NO Not applicable |
COMMENTARY |
|---|---|---|
| 7.2. Any member of the company's supervisory and management body may not mix the ''ƒ›ǯ•ƒ••‡–•ǡ –Ї—•‡'ˆ™Š‹…ŠŠƒ•'–"‡‡ —–—ƒŽŽ› ƒ‰"‡‡† —''ǡ ™‹–Š Š‹•ȀЇ" '‡"•'ƒŽ assets or use them or the information which he/she learns by virtue of his/her position as a member of a corporate body for his/her personal benefit or for the benefit of any third person without a prior agreement of the General Meeting of Shareholders or any other corporate body authorised by the meeting. |
Yes | Refer to the comment submitted regarding the item 7.1 above. |
| 7.3. Any member of the company's supervisory and management body may conclude a –"ƒ•ƒ…–‹' ™‹–Š –Ї …''ƒ›ǡ ƒ ‡"‡" 'ˆ ƒ corporate body of which he/she is. Such a –"ƒ•ƒ…–‹' ȋ‡š…‡'– ‹•‹‰‹ˆ‹…ƒ– '‡• †—‡ –' their low value or concluded when carrying out routine operations in the company under usual '†‹–‹'•Ȍ —•– "‡ ‹‡†‹ƒ–‡Ž› "‡''"–‡† ‹ ™"‹–‹‰'"'"ƒŽŽ›ǡ"›"‡…'"†‹‰–Š‹•‹–Ї‹—–‡• 'ˆ –Ї ‡‡–‹‰ǡ –' '–Ї" ‡"‡"• 'ˆ –Ї •ƒ‡ corporate body or to the corporate body that has elected him/her or to the company's shareholders. Transactions specified in this recommendation are also subject to recommendation 4.5. |
Yes | —"‹‰ –Ї "‡''"–‹‰ '‡"‹'†ǡ –Ї ‡"‡"• 'ˆ –Ї Company's supervisory and management bodies concluded with the Company only the following transactions: non-†‹•…Ž'•—"‡ ƒ‰"‡‡‡– ȋ'"Ž‹‰ƒ–‹'•Ȍ and the independent members of the collegial bodies - also concerning remunerations for the work in the Company's collegial body according to the conditions established by the body that elected them. The General Manager of the Company has also concluded the Employment Contract with the Company under the conditions approved by the Company's Board. During –Ї ›‡ƒ" —†‡" "‡˜‹‡™ǡ ' '–Ї" –"ƒ•ƒ…–‹'• "‡–™‡‡ the Company and the members of its collegial bodies were concluded. |
| 7.4. Any member of the company's supervisory and management body should abstain from voting when decisions concerning transactions or other issues of personal or business interest are voted on. |
Yes | The members of the Company's Board have been familiarised with these provisions and they oblige to observe these recommendations. ……'"†‹‰ –' –Ї '"ƒ…–‹…‡ ‡•–ƒ"Ž‹•Ї† ‹ –Ї ''ƒ›ǡ the members of the Company's management and supervisory bodies withdraw both when the decisions adopted and in the cases when –Ї–"ƒ•ƒ…–‹'•ƒ†ȋ'"Ȍ issues related to the member of the collegial body by '‡"•'ƒŽ '" "—•‹‡•• ‹–‡"‡•– ƒ"‡ …'•‹†‡"‡† ȋƒ• ˆ'" |
| "‹…‹'އǣ''ƒ›ǯ•"‡—‡"ƒ–‹'''Ž‹…› | ‹ˆ'"ƒ–‹'Ȍ‹–Ї…'ŽŽ‡‰‹ƒŽ"'†›Ǥ Remuneration policy and procedure for approval, revision and disclosure of directors' remuneration established in |
|
| addition to secure the publicity and transparency of the remuneration policy of the company and managers | the company should prevent potential conflicts of interest and abuse in determining remuneration of directors, in | |
| 8.1. A company should make a public statement of the company's remuneration policy ȋЇ"‡‹ƒˆ–‡" –Ї "‡—‡"ƒ–‹' •–ƒ–‡‡–ȌǤ Š‹• statement should be part of the company's annual accounts. Remuneration statement should also be posted on the company's website. |
No | —"‹‰ –Ї ›‡ƒ" —†‡" "‡˜‹‡™ǡ –Ї ''ƒ› †‹† '– apply the practice to make public statement of its "‡—‡"ƒ–‹' ''Ž‹…›ǡ Š'™‡˜‡"ǡ ‹ˆ'"ƒ–‹' ƒ"'—– –Ї key principles of the Company's General Manager's remuneration payment is revealed in the annual report of the year under review. The information about the Company's accrued average '–ŠŽ› "‡—‡"ƒ–‹' ȋ‹…Ž—†‹‰ ƒ……'"†‹‰ –' –Ї †‹ˆˆ‡"‡– …ƒ–‡‰'"‹‡• 'ˆ –Ї ‡'Ž'›‡‡Ȍ †—"‹‰ –Ї ›‡ƒ" under review is published on the website www.oil.lt . |
| 8.2. Remuneration statement should mainly focus on directors' remuneration policy for the ˆ'ŽŽ'™‹‰ ›‡ƒ" ƒ†ǡ ‹ˆ ƒ''"''"‹ƒ–‡ǡ –Ї subsequent years. The statement should contain a summary of the implementation of the remuneration policy in the previous financial year. Special attention should be given to any significant changes in company's remuneration policy as compared to the previous financial year. |
No | Refer to the comment in item 8.1 above. The Company's directors' remuneration policy for the subsequent years has not been provided in the annual report. The annual report contains information about the amount of money accrued for the members of he Company's bodies. |
| 8.3. Remuneration statement should leastwise include the following information: ͳȌ š'Žƒƒ–‹' 'ˆ –Ї relative importance of the variable and non-variable components of directors' remuneration; |
No | Refer to the comment in items 8.1 and 8.2 above. |
| PRINCIPLES / RECOMMENDATIONS | Yes and NO Not applicable |
COMMENTARY |
|---|---|---|
| ʹȌ—ˆˆ‹…‹‡–‹ˆ'"ƒ–‹'''‡"ˆ'"ƒ…‡…"‹–‡"‹ƒ –Šƒ–‡–‹–އ•†‹"‡…–'"•–'•Šƒ"‡''–‹'•ǡ•Šƒ"‡•'" variable components of remuneration; ͵Ȍ—ˆˆ‹…‹‡–‹ˆ'"ƒ–‹'n on the linkage between the remuneration and performance; ͶȌ Ї ƒ‹ 'ƒ"ƒ‡–‡"• ƒ† "ƒ–‹'ƒŽ‡ ˆ'" ƒ› annual bonus scheme and any other non-cash |
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| benefits; ͷȌ †‡•…"‹'–‹' 'ˆ –Ї ƒ‹ …Šƒ"ƒ…–‡"‹•–‹…• 'ˆ supplementary pension or early retirement schemes for directors. |
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| 8.4. Remuneration statement should also summarize and explain company's policy regarding the terms of the contracts executed with executive directors and members of the ƒƒ‰‡‡–"'†‹‡•Ǥ–•Š'—ކ‹…Ž—†‡ǡinter aliaǡ information on the duration of contracts with executive directors and members of the ƒƒ‰‡‡– "'†‹‡•ǡ –Ї ƒ''Ž‹…ƒ"އ '–‹…‡ periods and details of provisions for termination payments linked to early termination under contracts for executive directors and members of the management bodies. |
No | Refer to the comment in items 8.1 and 8.2 above. |
| 8.5. The information on preparatory and decision-ƒ‹‰ '"'…‡••‡•ǡ †—"‹‰ ™Š‹…Š ƒ policy of remuneration of directors is being ‡•–ƒ"Ž‹•Ї†ǡ •Š'—ކ ƒŽ•' "‡ †‹•…Ž'•‡†Ǥ ˆ'"ƒ–‹'•Š'—ކ‹…Ž—†‡†ƒ–ƒǡ‹ˆƒ''Ž‹…ƒ"އǡ' authorities and composition of the remuneration '‹––‡‡ǡ ƒ‡• ƒ† •—"ƒ‡• 'ˆ ‡š–‡"ƒŽ consultants whose services have been used in determination of the remuneration policy as well as the role of annual General Meeting of Shareholders. |
No | Refer to the comment in items 8.1 and 8.2 above. |
| ͺǤǤ ‹–Š'—– '"‡Œ—†‹…‡ –' –Ї "'އ ƒ† organisation of the relevant bodies responsible ˆ'" •‡––‹‰ †‹"‡…–'"•ǯ "‡—‡"ƒ–‹'•ǡ –Ї remuneration policy or any other significant change in remuneration policy should be included into the agenda of the annual General Meeting of Shareholders. Remuneration statement should be put for voting in annual General Meeting of Shareholders. The vote may be either mandatory or advisory. |
No | Refer to the comment in items 8.1 and 8.2 above. |
| 8.7. Remuneration statement should also contain detailed information on the entire amount of "‡—‡"ƒ–‹'ǡ ‹…Ž—•‹˜‡ 'ˆ '–Ї" "‡‡ˆ‹–•ǡ –Šƒ– was paid to individual directors over the relevant financial year. This document should list at least the information set out in items 8.7.1 to 8.7.4 for each person who has served as a director of the company at any time during the relevant financial year. 8.7.1. 8.7.1. The following remuneration and/or emoluments-related information should be disclosed: ͳȌЇ–'–ƒŽƒ'—–'ˆ"‡—‡"ƒ–‹''ƒ‹†'"†—e to the director for services performed during the "‡Ž‡˜ƒ– ˆ‹ƒ…‹ƒŽ ›‡ƒ"ǡ ‹…Ž—•‹˜‡ 'ˆǡ ™Š‡"‡ "‡Ž‡˜ƒ–ǡ ƒ––‡†ƒ…‡ ˆ‡‡• ˆ‹š‡† "› –Ї ƒ—ƒŽ General Meeting of Shareholders; ʹȌ Ї "‡—‡"ƒ–‹' ƒ† ƒ†˜ƒ–ƒ‰‡• "‡…‡‹˜‡† from any undertaking belonging to the same group; ͵Ȍ Ї "‡—‡"ƒ–‹' 'ƒ‹† ‹ –Ї ˆ'" 'ˆ '"'ˆ‹– |
No | Refer to the comment in items 8.1 and 8.2 above. |
| PRINCIPLES / RECOMMENDATIONS | Yes and NO Not applicable |
COMMENTARY |
|---|---|---|
| sharing and/or bonus payments and the reasons | ||
| why such bonus payments and/or profit sharing | ||
| were granted; | ||
| ͶȌ ˆ '‡"‹••‹"އ "› –Ї Žƒ™ǡ ƒ› •‹‰‹ˆ‹…ƒ– | ||
| additional remuneration paid to directors for | ||
| special services outside the scope of the usual | ||
| functions of a director; | ||
| ͷȌ ''‡•ƒ–‹' "‡…‡‹˜ƒ"އ '" 'ƒ‹† –' ‡ƒ…Š | ||
| former executive director or member of the | ||
| management body as a result of his resignation | ||
| from the office during the previous financial | ||
| year; | ||
| Ȍ '–ƒŽ ‡•–‹ƒ–‡† ˜ƒŽ—‡ 'ˆ '-cash benefits | ||
| '•‹†‡"‡† ƒ• "‡—‡"ƒ–‹'ǡ '–Ї" –Šƒ –Ї items covered in the 1-5 points. |
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| 8.7.2. 8.7.2. As regards shares and/or rights to | ||
| acquire share options and/or all other share- | ||
| ‹…‡–‹˜‡ •…Ї‡•ǡ –Ї ˆ'ŽŽ'™‹‰ ‹nformation | ||
| should be disclosed: | ||
| ͳȌЇ—"‡"'ˆ•Šƒ"‡''–‹'•'ˆˆ‡"‡†'"•Šƒ"‡• | ||
| granted by the company during the relevant | ||
| financial year and their conditions of application; | ||
| ʹȌ Ї —"‡" 'ˆ •Šƒ"‡• ''–‹'• ‡š‡"…‹•‡† | ||
| during the relevant financial year andǡˆ'"‡ƒ…Š'ˆ | ||
| –Їǡ –Ї —"‡" 'ˆ •Šƒ"‡• ‹˜'Ž˜‡† ƒ† –Ї | ||
| exercise price or the value of the interest in the | ||
| share incentive scheme at the end of the financial year; |
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| ͵Ȍ Ї —"‡" 'ˆ •Šƒ"‡ ''–‹'• —‡š‡"…‹•‡† ƒ– | ||
| the end of the financial year; their exercis‡'"‹…‡ǡ | ||
| the exercise date and the main conditions for the | ||
| exercise of the rights; | ||
| ͶȌ ŽŽ …Šƒ‰‡• ‹ –Ї –‡"• ƒ† …'†‹–‹'• 'ˆ | ||
| existing share options occurring during the | ||
| financial year. | ||
| 8.7.3. The following supplementary pension | ||
| schemes-related information should be |
||
| disclosed: | ||
| ͳȌЇ–Ї'‡•‹'•…Ї‡‹•ƒ†‡ˆ‹‡†-benefit | ||
| •…Ї‡ǡ …Šƒ‰‡• ‹ –Ї †‹"‡…–'"•ǯ ƒ……"—‡† benefits under that scheme during the relevant |
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| financial year; | ||
| ʹȌ Ї –Ї '‡•‹' •…Ї‡ ‹• †‡ˆ‹‡†- | ||
| '–"‹"—–‹' •…Ї‡ǡ †‡–ƒ‹Ž‡† information on | ||
| contributions paid or payable by the company in | ||
| respect of that director during the relevant | ||
| financial year. | ||
| 8.7.4. The statement should also state amounts | ||
| that the company or any subsidiary company or | ||
| entity included in the consolidated annual | ||
| financial statements of the company has paid to | ||
| each person who has served as a director in the company at any time during the relevant |
||
| ˆ‹ƒ…‹ƒŽ ›‡ƒ" ‹ –Ї ˆ'" 'ˆ Ž'ƒ•ǡ ƒ†˜ƒ…‡ 'ƒ›‡–• '" ‰—ƒ"ƒ–‡‡•ǡ ‹…Ž—†‹‰ –Ї ƒ'—– |
||
| outstanding and the interest rate. |
| PRINCIPLES / RECOMMENDATIONS | Yes and NO Not applicable |
COMMENTARY |
|---|---|---|
| 8.8. Schemes anticipating remuneration of †‹"‡…–'"• ‹ •Šƒ"‡•ǡ •Šƒ"‡ ''–‹'• '" ƒ› '–Ї" right to purchase shares or be remunerated on the basis of share price movements should be subject to the prior approval of annual General Meeting of Shareholders by way of a resolution prior to their adoption. The approval of scheme should be related with the scheme itself and not to the grant of such share-based benefits under that scheme to individual directors. All significant changes in scheme provisions should also be subject to shareholders' approval prior to their adoption; the approval decision should be made in annual General Meeting of Shareholders. In such case shareholders should be notified on all terms of suggested changes and get an explanation on the impact of the suggested changes. |
Not applicable | During the year under review the Company has not applied any schemes anticipating remuneration of †‹"‡…–'"•‹•Šƒ"‡•ǡ•Šƒ"‡''–‹'•'"ƒ›'–Ї" right to purchase shares or be remunerated on the basis of share price movements. This has not been provided for neither by the existing Management personnel remuneration procedure nor employment contracts with directors and other employees of the Company. |
| 8.9. The following issues should be subject to approval by the annual General Meeting of Shareholders: "ƒ–'ˆ•Šƒ"‡-"ƒ•‡†•…Ї‡•ǡ‹…Ž—†‹‰•Šƒ"‡ ͳȌ ''–‹'•ǡ–'†‹"‡…–'"•Ǣ ʹȌ‡–‡"‹ƒ–‹''ˆƒš‹——"‡"'ˆ•Šƒ"‡• and main conditions of share granting; ͵Ȍ Ї –‡" ™‹–Š‹ ™Š‹…Š ''–‹'• …ƒ "‡ exercised; ͶȌ Ї …'†‹–‹'• ˆ'" ƒ› •—"•‡"—‡– …Šƒ‰‡‹ –Ї‡š‡"…‹•‡'ˆ–Ї''–‹'•ǡ‹ˆ'‡"‹••‹"އ"›Žƒ™Ǣ ͷȌ ŽŽ '–Ї" Ž'‰-term incentive schemes for which directors are eligible and which are not available to other employees of the company under similar terms. Annual general meeting should also set the deadline within which the body responsible for remuneration of directors may award compensations listed in this article to individual directors. 8.10. Should national law or company's Articles 'ˆ ••'…‹ƒ–‹' ƒŽŽ'™ǡ ƒ› †‹•…'—–‡† ''–‹' arrangement under which any rights are granted to subscribe to shares at a price lower than the market value of the share prevailing on the day 'ˆ –Ї'"‹…‡†‡–‡"‹ƒ–‹'ǡ'" –Їƒ˜‡"ƒ‰‡'ˆ –Ї market values over a number of days preceding –Ї †ƒ–‡ ™Š‡ –Ї ‡š‡"…‹•‡ '"‹…‡ ‹• †‡–‡"‹‡†ǡ should also be subject to the shareholders' approval. 8.11. Provisions of Articles 8.8 and 8.9 should not be applicable to schemes allowing for participation under similar conditions to company's employees or employees of any subsidiary company whose employees are eligible to participate in the scheme and which has been approved in the annual General Meeting of Shareholders. |
Not applicable | Refer to the comment submitted regarding the item 8.8 above. |
| PRINCIPLES / RECOMMENDATIONS | Yes and NO Not applicable |
COMMENTARY | |
|---|---|---|---|
| 8.12. Prior to the annual general meeting that is intended to consider decision stipulated in "–‹…އͺǤͺǡ–Ї•Šƒ"‡Š'ކ‡"•—•–"‡'"'˜‹†‡†ƒ opportunity to familiarise with draft resolution and project-"‡Žƒ–‡† '–‹…‡ ȋ–Ї †'…—‡–• •Š'—ކ "‡ ''•–‡† ' –Ї …''ƒ›ǯ• ™‡"•‹–‡ȌǤ The notice should contain the full text of the share-based remuneration schemes or a †‡•…"‹'–‹' 'ˆ –Ї‹" ‡› –‡"•ǡ ƒ• ™‡ŽŽ ƒ• ˆ—ŽŽ names of the participants in the schemes. Notice should also specify the relationship of the |
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| schemes and the overall remuneration policy of the directors. Draft resolution must have a clear reference to the scheme itself or to the summary of its key terms. Shareholders must also be presented with information on how the company intends to provide for the shares required to meet its obligations under incentive schemes. It should be clearly stated whether the company ‹–‡†• –' "—› •Šƒ"‡• ‹ –Ї ƒ"‡–ǡ Бކ –Ї shares in reserve or issue new ones. There should also be a summary on scheme-related |
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| expenses the company will suffer due to the anticipated application of the scheme. All information given in this article must be posted on the company's website. |
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| "‹…‹'އǣЇ"'އ'ˆ stakeholders in corporate governance The corporate governance framework should recognise the rights of stakeholders as established by law and encourage active co-operation between companies and stakeholders in creating the company value, jobs and financial sustainability. For the purposes of this Principle, the concept "stakeholders" includes investors, employees, creditors, suppliers, clients, local community and other persons having certain interest in the company concerned. |
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| 9.1. The corporate governance framework should assure that the rights of stakeholders that are protected by law are respected. 9.2. The corporate governance framework should create conditions for the stakeholders to participate in corporate governance in the manner prescribed by law. Examples of mechanisms of stakeholder participation in corporate governance include: employee participation in adoption of certain key decisions for the company; consulting the employees on corporate governance and other important issues; employee participation in the company's share capital; creditor involvement in governance in the context of the company's ‹•'Ž˜‡…›ǡ‡–…Ǥ ͻǤ͵Ǥ ͻǤ͵Ǥ Ї"‡ stakeholders participate in the '"''"ƒ–‡‰'˜‡"ƒ…‡'"'…‡••ǡ –Ї›•Š'—ކŠƒ˜‡ access to relevant information. "‹…‹'އǣˆ'"ƒ–‹'†‹•…Ž'•—"‡ƒ†–"ƒ•'ƒ"‡…› |
Yes | The execution of this recommendation is ensured by the accurate supervision and control of the state institutions and organisations regulating and controlling the Company's activities. The management bodies consult with the employees on corporate governƒ…‡ ƒ† '–Ї" ‹''"–ƒ– ‹••—‡•ǡ employee participation in the Company's share capital is not limited. Publicity of the essential information about the Company's activity creates the conditions for the holders of interests to participate in the management of the Company according to the procedure established by –ЇŽƒ™ƒ†–Ї"–‹…އ'ˆ••'…‹ƒ–‹'ǡƒ•™‡ŽŽƒ•ˆ'"–Ї Company's employees also according to the Collective Agreement of the Company. |
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| The corporate governance framework should ensure that timely and accurate disclosure is made on all material information regarding the company, including the financial situation, performance and governance of the company. |
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| 10.1. The company should disclose information on: The financial and operating results of the company; Company objectives; Persons holding by the right of ownership or in control of a block of shares in the company; Members of the company's supervisory and ƒƒ‰‡‡–"'†‹‡•ǡ…Š‹‡ˆ‡š‡…—–‹˜‡'ˆˆ‹…‡"'ˆ–Ї company and their remuneration; Material foreseeable risk factors; Transactions between the company and |
Yes | Performance and corporate governance is regularly disclosed by distributing press posts about material events on NASDAQ OMX AB Vilnius Stock Exchange ™‡"•‹–‡ǡƒ•™‡ŽŽƒ•‹–Ї''ƒ›̵•ƒ—ƒŽ"‡''"–•ƒ† ˆ‹ƒ…‹ƒŽ •–ƒ–‡‡–•ǡ '"‡•• "‡Ž‡ƒ•‡• '—"Ž‹•Ї† ‹ –Ї exchange and in other public presentations of the Company activity. The Company is not limited only by disclosure of minimum necessary public information and also publishes other important information about the Company's activity. The documents that contain certain information are |
| PRINCIPLES / RECOMMENDATIONS | Yes and NO Not applicable |
COMMENTARY |
|---|---|---|
| '‡…–‡† '‡"•'•ǡ ƒ• ™‡ŽŽ ƒ• –"ƒ•ƒ…–‹'• concluded outside the course of the company's regular operations; Material issues regarding employees and other stakeholders; Governance structures and strategy. This list should be deemed as a minimum "‡…'‡†ƒ–‹'ǡ ™Š‹Ž‡ –Ї ''ƒ‹‡• ƒ"‡ encouraged not to limit themselves to disclosure of the information specified in this list. 10.2. It is recommended that consolidated results of the whole group to which the company belongs should be disclosed when information specified in item 1 of Recommendation 10.1 is under disclosure. 10.3. It is recommended that information on the '"'ˆ‡••‹'ƒŽ "ƒ…‰"'—†ǡ "—ƒŽ‹ˆ‹…ƒ–‹'• 'ˆ –Ї members of supervisory and management "'†‹‡•ǡ …Š‹‡ˆ executive officer of the company should be disclosed as well as potential conflicts of interest that may have an effect on their decisions when information specified in item 4 of Recommendation 10.1 about the members of the company's supervisory and management bodies is under disclosure. It is also recommended that information about the amount of remuneration received from the company and other income should be disclosed with regard to members of the company's supervisory and management bodies and chief executive officer as per Principle VIII. 10.4. It is recommended that information about the links between the company and its •–ƒ‡Š'ކ‡"•ǡ ‹…Ž—†‹‰ ‡'Ž'›‡‡•ǡ …"‡†‹–'"•ǡ •—''Ž‹‡"•ǡ Ž'…ƒŽ …'—‹–›ǡ ƒ• ™‡ŽŽ ƒ• –Ї company's policy with regard to human resou"…‡•ǡ‡'Ž'›‡‡'ƒ"–‹…‹'ƒ–‹'•…Ї‡•‹–Ї ''ƒ›ǯ••Šƒ"‡…ƒ'‹–ƒŽǡ‡–…Ǥ•Š'—ކ"‡†‹•…Ž'•‡† when information specified in item 7 of Recommendation 10.1 is under disclosure. |
published in Lithuanian and English on the publicly accessible website of the NASDAQ OMX AB Vilnius Stock Exchange. |
|
| 10.5. Information should be disclosed in such a way that neither shareholders nor investors are discriminated with regard to the manner or scope of access to information. Information should be disclosed to all simultaneously. It is recommended that notices about material events should be announced before or after a trading •‡••‹''–Ї‹Ž‹—•–'…š…Šƒ‰‡ǡ•'–Šƒ–ƒŽŽ the company's shareholders and investors should have equal access to the information and make informed investing decisions. |
Yes | The Company discloses information in Lithuanian and English simultaneously through the information disclosure system of NASDAQ OMX AB Vilnius Stock Exchange so that the submitted identical information in both languages could simultaneously be announced thus guaranteeing its simultaneous dissemination to all Company's shareholders so that all Company's shareholders and investors have the same opportunities to familiarize with information and adopt certain investment decisions. In its practice the Company focuses on publication of notifications about essential events before or after Vilnius Stock Exchange trading session. |
| 10.6. Channels for disseminating information should provide ˆ'" ˆƒ‹"ǡ –‹‡Ž› ƒ† …'•–-efficient access to relevant information by users. It is recommended that information technologies should be employed for wider dissemination of ‹ˆ'"ƒ–‹'ǡ ˆ'" ‹•–ƒ…‡ǡ "› 'Žƒ…‹‰ –Ї information on the company's website. It is recommended that information should be published and placed on the company's website '– 'Ž› ‹ ‹–Š—ƒ‹ƒǡ "—– ƒŽ•' ‹ ‰Ž‹•Šǡ ƒ†ǡ ™Š‡‡˜‡" ''••‹"އ ƒ† ‡…‡••ƒ"›ǡ ‹ '–Ї" languages as well. |
Yes | Refer to the comment in item 10.5 above. Similarly to published information in the system of NASDAQ OMX AB ‹Ž‹—• –'… š…Šƒ‰‡ǡ ‹ˆ'"ƒ–‹' is also published on the Company's website. Access to information in the system of NASDAQ OMX AB Vilnius Stock Exchange and on the Company's website is free for the shareholders. |
| PRINCIPLES / RECOMMENDATIONS | Yes and NO Not applicable |
COMMENTARY | |
|---|---|---|---|
| 10.7. It is recommended that the company's annual reports and other periodical accounts prepared by the company should be placed on the company's website. It is recommended that the company should announce information about material events and changes in the price of the company's shares on the Stock Exchange on the company's website too. |
Yes | The Company takes into account this recommendation and places the information on the Company's website. |
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| "‹…‹'އǣЇ•‡Ž‡…–‹''ˆ–Ї…''ƒ›ǯ• auditor The mechanism of the selection of the company's auditor should ensure independence of the firm of auditor's conclusion and opinion. |
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| 11.1. An annual audit of the company's financial statements and report should be conducted by an independent firm of auditors in order to provide an external and objective opinion on the company's financial statements. |
Yes | Ї''ƒ›'"•‡"˜‡•–Š‹•"‡…'‡†ƒ–‹'ǡƒ—ƒŽŽ›ǡ an independent firm of auditors conducts an audit of the Company's annual financial statements and report according to the International Accounting Standards and submits an independent auditor's report concerning financial statements and annual report. |
|
| 11.2. It is recommended that the company's •—'‡"˜‹•'"›"'ƒ"†ƒ†ǡ™Š‡"‡‹–‹•'–•‡–—'ǡ–Ї company's board should propose a candidate firm of auditors to the General Meeting of Shareholders. |
No | The Company's Board proposes a candidate firm of auditors to the General Meeting of Shareholders taking into account the results of Public Procurement of acquiring audit services. ……'"†‹‰ –' –Ї '"ƒ…–‹…‡ ‡•–ƒ"Ž‹•Ї† ‹ –Ї ''ƒ›ǡ the Company's Supervisory Board is informed about the offered choice of the firm of auditors before the General Meeting of Shareholders adopts a decision concerning election of the firm of auditors for execution of the audit of the annual financial reports and determination of conditions of payment for the audit services. |
|
| 11.3. It is recommended that the company should disclose to its shareholders the level of fees paid to the firm of auditors for non-audit services rendered to the company. This information should be also known to the company's •—'‡"˜‹•'"› "'ƒ"† ƒ†ǡ ™Š‡"‡ ‹– ‹• '– ˆ'"‡†ǡ the company's board upon their consideration which firm of auditors to propose for the General Meeting of Shareholders. |
Not applicable | The firm of auditors is not paid by the Company for consultations on tax and business issues. |
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