Description of Baltic Institute of Corporate Governance

1. A Corporate
Governance
Initiative

2. A Corporate Governance Initiative
Baltic Institute of Corporate
Governance
A non-profit corporate governance initiative
Advances the Corporate Governance agenda in the Baltic states
Educates and certify Professional Board Members in the Baltic states
Provides guidance on Corporate Governance for small, medium-size and large companies in the Baltic’s
Seeks to improve the understanding of good Corporate Governance and the value of adhering
to established corporate governance principles
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3. Initiators
Initiators
Executive Committee
Executive Committee
CHAIRMAN
Arminta Linas Paulius Carl Petras Ugnius Kristian Kaas
Saladziene Dicpetris Gruodis Berneheim Barsauskas Jankauskas Mortensen
NasdaqOMX Ernst & Glimstedt Swedish ISM Verslo 4kkm Sales
Vilnius, Young, Law firm, Chamber of University, Zinios, Consulting,
President Partner Associate Commerce, VP Deputy CEO Owner
partner Chairman
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4. A Corporate Governance Initiative
Corporate Governance Board
Corporate Governance Board
CHAIRMAN EE Members LV Members LT Members Chairman
Executive
Committee
Ian Plenderleith Antanas Juozas
CEO of Tallinna Vesi Zabulis,
President,
UAB Omnitel
Veiko Sepp Ieva Plaude-Roehlinger Rolandas Barysas, Arminta
Ericsson country Chairperson of Board, CEO & Editor in chief, Saladziene
manager Estonia, Latvia, Kolonna Verslo Zinios
Lithuania
Eesti Päevaleht/Rene Suurkaev
Heldur Meerits Prof. Viktoras Butkus
Council member Chairman of the Board
at LHV Pank Fermentas
International Inc.
Value of Corporate Governance
Corporate Governance ensures that companies are run as efficiently as possible in the
interests of their shareholders/owners. This in turn promotes greater confidence in the
companies on the capital markets and creates better conditions for the supply of risk capital.
The goal of the Institute is to make Corporate Governance
understandable and easy to implement.
The main values for a company in adhering to Corporate Governance principles are:
• Easier access to capital and lower capital costs
• Favorable bank lending as a result of greater transparency and confidence
• Greater financial sector stability
• Faster corporate sector growth and job creation
• Protection for all investors, including pension beneficiaries
• Capital and financial market development
Good corporate governance practices lead to better companies and, in turn, better societies.
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5. Corporate Governance overview
Rights and
equitable
treatment of
shareholders
Board management
Disclosure Interests of
and other
transparency stakeholders
Shareholders
Integrity Role and
and responsibilities
ethical of the
behavior board
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6. A Corporate Governance Initiative
Executive Education as
a Professional Board Member
The demand for supervisory boards and professionally educated board members in Baltic companies is increasing.
Baltic Institute of Corporate Governance offers senior executives and company owners an Executive Education as
a Professional Board Member.
Graduating from the Institutes executive education will help you to serve professionally
on boards in all 3 Baltic states.
This executive education consists of 3 sessions, that will focus on practical workshops and
finishes with a written examination.
• First session, Druskininkai, SPA Vilnius Conference Centre, Nov 6 / 7
• Second session, Druskininkai, SPA Vilnius Conference Centre, Nov 13 / 14
• Third session, Vilnius, Radisson SAS Astoria, Nov 27 / 28
Education fee: 2000 € plus VAT.
Travel to the venues are not included. One night in single room in Druskininkai is included for session 1 and 2.
For Session 3 no accomodation is included.
Register on www. corporategovernance.ee
www. corporategovernance.lv
www. corporategovernance.lt
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7. Executive Education Program 2009
First session, Druskininkai, SPA Vilnius Conference Centre,
Nov 6/7, 2009
1. Corporate Governance role in Baltic business
With international Corporate Governance experts, Raoul Hasselgren, Olli Virtanen and Sven Unger, we will get a deep
and detailed introduction to Corporate Governance, we will also work in actual Board Meetings in our company “Or-
ganica Futura”
Friday Saturday
13.00 Welcome, introductions and expectations 08.30 The Boards Role in Strategic Planning
(Kristian Kaas Mortensen) (Raoul Hasselgren)
13.30 What does it mean to be a Board member 09.30 Corporate Governance in general and in Sweden
(Raoul Hasselgren/Kristian Kaas Mortensen) (Sven Unger)
14.50 Coffee break & Discussions 10.30 Coffee Break
15.10 Integrated System of Governance, Risk, Control, Audit 11.00 Follow up and Control in the Board room
(Ernsy & Young, Linas Dicpetris (Raoul Hasselgren)
and Jonas Akelis) 12.00 Networking lunch buffet
16.30 Corporate Governance Structure in the Baltic’s 13.00 The Boards Role in Mergers and Acquisitions
(Ilmar Straus, Glimstedt Estonia) (Raoul Hasselgren)
17.30 The Boards role in corporate image and media 14.30 Finish, Evaluation and preparation for next time
(Olli Virtanen) (Kristian Kaas Mortensen)
19.00 Dinner
20.30 Board Meeting in “Organica Futura” One Founder
Outlines His Reservations About Corporate
Governance (Raoul Hasselgren /
Kristian Kaas Mortensen)
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8. A Corporate Governance Initiative
Executive Education Program 2009
Second session, Druskininkai, SPA Vilnius Conference Centre,
Nov 13/14, 2009
2. Corporate Governance role in crisis and international expansion
We continue our work with Raoul Hasselgren, and add Flemming Lindeløv and Monty Åkesson with customized
content to match our “Organica Futura” Board Meetings.
Friday Saturday
12.00 Networking lunch with questions from first session 09.00 Raoul Hasselgren (How to compose a board, and succession)
13.00 Code of Conduct and standards 10.00 Board Meeting in “Organica Futura”
(Arminta Saladžienė) Splitting CEO and Chairman Roles
14.00 The Board at work (Flemming Lindeløv / Kristian Kaas Mortensen)
(Raoul Hasselgren) 10.45 Coffee
15.00 Coffee break & Discussions 11.00 Experiences from a full time Independent
15.15 Duties and Liabilities of Board Members non-executive board member
(Gediminas Dominas, Glimstedt Lithuania) (Flemming Lindeløv)
16.00 Board Meeting, Crisis Management 12.00 Networking lunch
(Raoul Hasselgren) 13.00 Baltic & Global Corporate Governance;
17.00 Role of the Board in International expansion some reflections and hints
(Flemming Lindeløv) (Monty Åkesson, Monty Åkesson AB)
19.00 Dinner
20.30 “Organica Futura” Meeting the Capital Fund
(Flemming Lindeløv/Kristian Kaas Mortensen)
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9. Executive Education Program 2009
Third session, Vilnius, Radisson SAS Astorija,
Nov 27/28, 2009
3. Graduating and using Corporate Governance
We continue to work with practical workshops and experienced lectures. The session ends with a written exam and Di-
ploma for the graduates. You will now be able to implement Corporate Governance in your own company.
Friday Saturday
11.30 Arrival (For Graduates)
12.00 Networking lunch with HE Mr Simon Butt, 09.00 Difference of a private vs. public/listed company
Ambassador of the United Kingdom to Lithuania (Jens Spendrup – Chairman of Swedish Chamber of Commerce
13.00 Removal of Board members and CEO’s and CEO and major owner of Spendrups brewery)
(Raoul Hasselgren) 10.00 Board panel with Corporate Governance board
14.00 CSR in the Board room 10.50 Coffee Break
(Ernst & Young, Linas Dicpetris) 11.10 Board panel, with Invited board members
15.00 Coffee break & Discussions • Martynas Česnavičius
15.20 Board Evaluation • Nerijus Dagilis
(Raoul Hasselgren) • Tomas Kucinskas
17.00 BICG Board Member Examination 12.00 Networking lunch buffet
19.30 Graduation Dinner 13.00 Graduation ceremony with Prime Minister Andrius Kubilius
15.00 Finish
Saturday
(for CG Board)
08.00 Board Meeting to discuss initial work structure
and goals of the Corporate Governance board
10.00 Board panel with Corporate Governance board
10.50 Coffee Break
11.10 Preperation for Press conference
(with sanwiches)
12.15 to 12.45 Press Conference
13.00 Graduation ceremony with Prime Minister Andrius Kubilius
15.00 Finish
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10. A Corporate Governance Initiative
Mr. Raoul Hasselgren
Raoul Hasselgren is a very experienced Senior Executive, he has been a professional
board member in 70 national and international companies, both private and public.
During his extensive management career he has worked as a CEO for companies
such as Johnson & Johnson, Unilever and Nordiska kompaniet NK.
Mr. Hasselgren is the main lecturer for the Stockholm Chambers of Commerce Board
Member Education, and has educated more than 200 people as board members.
Mr. Hasselgren has an MBA as well as a PhD.
Mr. Flemming Lindeløv
Flemming Lindeløv (PhD) holds an MSc in engineering from the Technical Univer-
sity of Denmark. He has been the senior executive of a number of Denmark’s largest
companies, including FDB, Tulip Meatpackers, Carlsberg and Royal Scandinavia.
He gained substantial management experience over a period of 30 years from these
positions and has been in charge of a number of successful acquisitions, mergers and
rationalisation measures. Mr. Lindeløv is 60 years old.
Mr. Lindeløv is a very experienced board member of large companies, he was for
more than 10 years the Chairman of the Board of the global Pharmaceutical com-
pany Lundbeck.
He is currently a very active board member of key Danish and international compa-
nies, among these he is the Chairman of the Board of Deltaq, a private equity fund.
Mr. Lindeløv is currently member of the board of PARKEN Sport og Entertain-
ment, Illums Bolighus and WEEE-System.
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11. Mr. Olli V. Virtanen
Olli V. Virtanen, 55, is Secretary General of the Finnish Association of Professional
Board Members (Hallitusammattilaiset ry), and Editor-in-Chief of the Board News
magazine. He is also Board Member of the European Confederation of Directors’
Associations (ecoDa) and Member of the Private Sector Advisory Group of the
Global Corporate Governance Forum, part of the IFC in Washington DC.
As management consultant Mr Virtanen has advised Finnish and international
companies on investor relations and corporate governance issues for 20 years. He has
co-written four books on these subjects, and lectures extensively in Finland, Europe
and beyond. He is currently board member of two Finnish companies.
Prior to his career in corporate governance Mr Virtanen was a business journalist
working for Kauppalehti (Finland’s leading business publication), for the Financial
Times as Helsinki correspondent, and for the BBC in London.
Mr. Monty Åkesson
Monty Åkesson is a Swedish national with strong Baltic connections. Mr. Åkesson
was for many years an Ernst & Young Partner in Sweden, Latvia and Lithuania.
He is a member of the association of the Swedish Board of Directors. In addition
to this he was the Founder, Chairman & board member of the Foreign Investors
Council in Latvia, FICIL, 1999-2004. Since 2005 he has been non executive direc-
tor of private companies in construction, real estate, and finance, marketing and
shipping industries.
Mr. Sven Unger
Sven Unger is a partner of the Swedish law firm Mannheimer Swartling.
He has practised business law as a member of the Swedish Bar
Association since 1978. During 1992-1996 he was president of the
Swedish Bar Association. He has written articles in various legal
areas, for example “Special features of Swedish Corporate Governance”.
Mannheimer Swartling is the leading Nordic law firm, with presently
420 lawyers.
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12. Why Corporate Governance ?
• Corporate Governance can help to identify the winners that can grow the economy out of the crisis •
• Corporate Governance support companies in having another way of showing
investors/lenders that they are the right investment object •
• Corporate Governance offers strong value to the Baltic business community •
www. corporategovernance.ee
www. corporategovernance.lv
www. corporategovernance.lt
2009