Governance Information • Apr 20, 2022
Governance Information
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2022
Prepared under Section 56² of the Financial Instrument Market Law

| Board report3 | |
|---|---|
| Management structure4 | |
| Company strategy5 | |
| Internal culture and ethical behaviour |
6 |
| Internal control system, risk management and internal audit |
7 |
| External auditor 10 |
|
| Election of supervisory board members11 | |
| Principles of determining the remuneration for the supervisory board and the managemet board13 |
|
| Organisation of the supervisory board's work and decision-making14 | |
| Prevention of conflicts of interest17 | |
| Shareholders' meetings | 18 |
| Transparency of company operations22 |
The Corporate Governance Report of the JSC "Latvijas Gāze" (hereinafter – Latvijas Gāze) for the year 2021 (hereinafter – the Report) has been prepared pursuant to the requirements of Section 562 of the Financial Instrument Market Law and the "Corporate Governance Code" issued by the Advisory Board of the Ministry of Justice in 2020. The principles and criteria contained by the Code follow the recommendations of the European Union and the Organisation for Economic Cooperation and Development (OECD) for the corporate governance of capital companies.
The said principles of corporate governance have been applied to the operations of Latvijas Gāze, and in 2021 the company fully observed almost all of them. Under the "observe or explain" principle, the Report also includes information regarding the principles which the company observes partially in its operations and the substantiating circumstances.
The Report is published along with the audited 2021 financial statements of the Latvijas Gāze Group (consisting of Latvijas Gāze and the JSC "Gaso") as part of the annual report and is available on the Latvijas Gāze website (in Latvian, English and Russian) as well as on the JSC "Nasdaq Riga" website and the website of the Official Centralised Storage System for Regulated Information.
Information on the corporate governance of Latvijas Gāze is also available in the audited 2021 financial statements of the Latvijas Gāze Group as well as on the Latvijas Gāze website under the "Investors" and "About us" sections.
The Report was approved at the Board meeting held on April 20, 2022.
The Report is signed on behalf of the Board by:
Aigars Kalvītis Chairman of the Board
Inga Āboliņa Member of the Board
Elita Dreimane Member of the Board
The JSC "Latvijas Gāze" has a three-tier management structure:

There was the standing committee – Advisory working group – set up by the Council and the Audit Committee active in 2021:
Main task – to advise the company's Council in matters of strategic management of business processes and development. Composition as at 31.12.2021: Nicolas Merigo Cook, Juris Savickis, Matthias Kohlenbach, Dmitry Bulgakov.
Main task – to supervise the preparation of the annual report to ensure its credibility and impartiality. Composition as at 31.12.2021: Juris Savickis, Juris Lapše, Anita Kaņepa, Anton Belevitin.
The election, operation and authority of the management bodies of Latvijas Gāze is governed by a number of documents:
All these documents are available on the Latvijas Gāze website.
The company has an up-to-date strategy that sets out the company's objectives and progress towards long-term value creation
The supervisory board monitors the implementation of the strategy
The company's management board implements the strategy and reports to the supervisory board on its implementation on a regular basis
The company develops an internal culture and ethics code which serves as a standard of conduct for the company's management and employees
| CRITERIA | PERFORMANCE |
|---|---|
| The supervisory board defines the company's core values |
In 2020, upon developing the corporate strategy of Latvijas Gāze, the Board defined the company's values and the Council approved them. In 2021, the Board supplemented the initial list of values. The list and explanation of values is available on the Latvijas Gāze website: https://lg.lv/en/about-us/values-and history |
| The management board prepares and the supervisory board approves the code of internal culture and ethics |
On December 22, 2020, the Board approved the Code of Conduct of Latvijas Gāze, available on the Latvijas Gāze website: https://lg.lv/en/about-- us/responsible-business Code of Conduct will be submitted for approval to Council in 2022. |
| The management board ensures compliance with the company's internal culture and ethics code on a daily basis and reacts if there is a breach of the code |
The Code of Conduct of Latvijas Gāze applies to all employees of Latvijas Gāze and its application, insofar as possible, is encouraged to all companies where Latvijas Gāze has a decisive holding. The companies forming the group also urge their internal and external advisors to comply with the Code. For dealing with breaches of the Code, there has been a Whistleblowing policy implemented and a reporting system developed, available on the company's website: https://lg.lv/par-mums/atbildiga uznemejdarbiba |
| The principle is fully observed The principle is partially observed |
The principle is not applicable
The company has an internal control system, the effectiveness of which is monitored by the supervisory board
The company has a documented internal control system, the establishment of which is the responsibility of the management board
The internal audit evaluates the effectiveness of the internal control system at least once a year, taking into account pre-defined criteria and reporting the results of the evaluation to the supervisory board
The supervisory board at least once a year evaluates the provided evaluation of the effectiveness of the internal control system
The company identifies, assesses and monitors the risks associated with its operations
The management board develops and the supervisory board approves the company's risk management policy
Based on the assessment of risks identified, the management board implements risk management measures
At least once a year, the supervisory board reviews the management board's reports on risk management measures and the implementation of the risk management policy
An internal audit has been established in the company, it evaluates the company's operations independently and objectively
The company has an internal auditor who is functionally independent of the management board and reports to the supervisory board
The principle is fully observed
The company has an independent external auditor
| CRITERIA | PERFORMANCE | |
|---|---|---|
| auditor | The supervisory board and the audit committee, if established, determine the selection criteria for the external |
The Council and the Audit Committee determine the selection criteria for the external auditor. The Audit Committee ensures a process of certified auditor candidate selection at the company in compliance with Article 16 of Regulation No. 537/2014 and recommended to the Shareholders' meeting a certified auditor candidate |
| The company has an independent external auditor with appropriate qualifications |
for the provision of audit services In line with the criteria in place, an independent external auditor, duly qualified for the audit of the 2021 annual report, is selected, and licensed commercial company of certified auditors PricewaterhouseCoopers LLC has been recommended to the |
|
| The term of office of one external auditor does not exceed 5 years |
shareholders for approval The term of office of one external auditor does not exceed a term of 5 years |
The company ensures transparent procedures for the election and removal of supervisory board members
| CRITERIA | PERFORMANCE |
|---|---|
| The company has approved the procedure for the selection and removal of supervisory board members |
On July 30, 1999, the General Meeting of Shareholders of Latvijas Gāze approved the Regulation of the Council (with subsequent amendments approved on March 30, 2000, on June 10, 2005, and on July 4, 2014). The current version is available on the Latvijas Gāze website: https://lg.lv/en/about-us/corporate governance. The Regulation covers the procedure of selection and removal of Council members |
| The company provides timely and sufficient information to the company's shareholders on the supervisory board members who are nominated for election or re-election |
The Board of Latvijas Gāze considers the nominated Council member candidates based on the criteria set out in the Regulation of the Council and prepares and sends to the shareholders information on each candidate |
| The size of the supervisory board corresponds to the specifics of the company's operations |
There are 11 members in the Council of Latvijas Gāze |
| A supervisory board member is elected for a term not exceeding 5 years |
The Shareholders' meeting of the company elects the Council for a term of three years |
| The principle is fully observed The principle is partially observed |
The principle is not applicable
The supervisory board members combined have relevant experience and competence
The supervisory board as a whole has a set of skills, experience and knowledge, including on the sector concerned, to be able to perform their duties fully
The Council of Latvijas Gāze consists of 11 Council members, each with in-depth specialisation in the natural gas trading industry overall and specifically in marketing, financial and legal matters. The curricula vitae of all Council members are publicly available on the
Latvijas Gāze website: https://lg.lv/en/about-us/management
The company's supervisory board has independent supervisory board members
Prior to the election of the supervisory board, the company evaluates the independence of supervisory board members based on the available information
Given the shareholder structure at Latvijas Gāze, at this point the shareholders have not determined the proportion of independent Council members
Given the current shareholder structure, the shareholders have not decided upon evaluating the independence of Council member candidates
The principle is fully observed
The company has introduced a remuneration policy
Once a year, the management board prepares a report on the remuneration granted to each current and former management board and supervisory board member
In 2020, Latvijas Gāze developed and approved a remuneration policy for Board and Council members. It was approved by the Shareholders' meeting on March 30, 2020 and is available on the Latvijas Gāze website https://lg.lv/en/about-us/corporategovernance
The company's supervisory board work organisation is clear and understandable
The supervisory board organises its work in accordance with the regulations and work calendar of the supervisory board The supervisory board holds at least one supervisory board meeting per year to discuss the company's strategy and its implementation The company's budget provides the financing necessary to ensure the operation of the supervisory board Once a year, the supervisory board conducts a self-assessment of the work of the supervisory board and reviews its results at the supervisory board meeting The supervisory board has evaluated the need to set up committees (if a committee has been set up, see principle # 12.1.) of the Council In 2021, due to the dynamic of the Council annual report place at Latvijas Gāze The principle is fully observed
At the beginning of each calendar year, a working calendar of the Council is set up containing the scheduled Council meeting dates based on events in the company's financial calendar. The Council works in accordance with the company's Articles of Association and the principles set out in the Regulation
The supervisory board takes informed and well-balanced decisions
The principle is fully observed
The principle is fully observed
A committee prepares proposals for supervisory board decision-making.
The committee analyses the information and makes proposals for
Latvijas Gāze has set up an Advisory working group of the Council. Its regular meetings are scheduled once per quarter
decisions by the supervisory board as well as informs the supervisory board of the work of the committee
strategic issues that are set for inclusion in the agenda of the Council meeting
Management board and supervisory board members are clearly aware of the manifestations of conflicts of interest and are informed of the action to be taken in the event of a conflict of interest
Persona subject to the obligation of preventing conflicts of interest participate in training on dealing with conflicts of interest on a regular basis
On December 22, 2020, the Board approved the Code of Conduct of Latvijas Gāze. Under the Code of Conduct, a conflict of interest occurs when the personal interests clash with those of the company. Available on the Latvijas Gāze website: https://lg.lv/en/about-us/responsiblebusiness
The company provides shareholders with timely information on the conduction of shareholders' meetings, providing all the information necessary for decision-making
The principle is fully observed
The principle is fully observed
The principle is fully observed
The principle is fully observed
The company promotes effective shareholder involvement in decision-making and participation of as many shareholders as possible in shareholders' meetings
The shareholders' meeting is convened and held at a place and time easily accessible to the shareholders
Shareholders' meetings are convened and held corresponding to events in the financial calendar of Latvijas Gāze. However, if necessary, an extraordinary meeting is convened and held. Latvijas Gāze provides its shareholders with the
The company provides shareholders with the opportunity to participate in the shareholders' meeting remotely
The company determines the appropriate duration of the shareholders' meeting and provides the shareholders with the opportunity to express their opinions during the meeting and obtain the information necessary for decision-making
facility of remote attendance and written voting ahead of the meeting
https://nasdaqbaltic.com, on the Central Storage of Regulated Information maintained by the Financial and Capital Market Commission
https://csri.investinfo.lv/en/ and on the Latvijas Gāze website
https://lg.lv/en/about-us/shareholders in order for shareholders and other interested persons to be able to get timely acquainted with it. Shareholders are also able to ask questions before the meeting. The contact details for everyone interested to submit questions and receive answers are publicly available.
Principle # 16
CRITERIA The company has developed and published an up-to-date dividend
The company develops and discusses its dividend policy with shareholders
The Dividend policy of Latvijas Gāze was approved on May 13, 2020. It lays down the principles that the company follows when drafting proposals for the Shareholders' meeting to decide on the distribution of profit. Available on the
convenes an extraordinary shareholders' meeting and includes such issue in its agenda As required by the issues reviewed, shareholders' meetings in 2021 were attended by the auditor and the Board and Council members. Candidate members of the Council and Audit but their CVs were timely published
There was no such precedent in 2021. The agenda of a shareholders' meeting is thoroughly planned, shareholders are
timely notified of the items of the agenda. If it becomes necessary to resolve an issue that, under the Articles of Association of Latvijas Gāze, may only
be resolved by the Shareholders'
meeting and has arisen after a regular shareholders' meeting, the company
CORPORATE GOVERNANCE REPORT 2021
policy
The principle is fully observed The principle is partially observed The principle is not applicable
20
shareholders' meeting if the matters included in the agenda of the meeting cannot be reviewed at the expected time
The company announces a new
The dividend policy has been discussed with the shareholders during the shareholders' meeting Latvijas Gāze website: https://lg.lv/en/investors/dividend-policy
Ahead of its approval, the Dividend policy of Latvijas Gāze was discussed with the shareholders during the shareholders' meeting
The principle is fully observed
The company informs shareholders and other stakeholders on a regular basis and in a timely manner of business operations, financial results, management and other relevant issues of the company
The company discloses complete, accurate, objective, up-to-date and true information in a timely manner
The company discloses information to all shareholders at the same time and to the same extent
The company discloses information about the company's management, strategy or lines of business on the website and publishes financial statements as well as other information
The principle is fully observed The principle is partially observed The principle is not applicable
CORPORATE GOVERNANCE REPORT 2021
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