Pursuant to the Estonian Commercial Code and the articles of association of the Company, the right to make decisions and the administration of the Company are divided between the shareholders represented by the General Meeting of Shareholders, the Supervisory Board and the Management Board.

 

Ultimate authority lies with the Company's shareholders, who exercise this authority at the General Meeting of Shareholders. The primary duties of the General Meeting of Shareholders are to approve the annual report and the distribution of dividends, elect and remove members to the Supervisory Board, elect auditors, pass resolutions on any increase or decrease in share capital, change the articles of association and resolve other issues, which are the responsibility of the General Meeting of Shareholders by law. The General Meeting of Shareholders also determines the size of remuneration for the Supervisory Board. AS Tallink Grupp held the last Annual General Meeting on 7 May 2024.

 

The Supervisory Board engages in oversight and longer-term management activities such as supervising the Management Board and approving business plans, acting independently in the best interest of all shareholders. No residency requirements apply to the members of the Supervisory Board. The Supervisory Board reports to the Shareholders' General Meeting.

 

The Supervisory Board consists of 5 to 7 members. Members of the Supervisory Board are elected for periods of three years at a time. The Supervisory Board shall elect one of its members as chairman.

 

The Supervisory Board is responsible for the administration of the Company and the appropriate organization of its operations. The Supervisory Board determines the principles for the Company's strategy, organization, annual operating plans and budgets, financing and accounting. The Supervisory Board elects the members of the Management Board and determines their salaries and benefits.

 

The Supervisory Board has at present seven members: Mr. Enn Pant – Chairman, Mr. Toivo Ninnas, Ms. Eve Pant, Mr. Ain Hanschmidt, Mr. Colin Douglas Clark, Mr. Kalev Järvelill and Mr. Raino Paron.

 

The Management Board is an executive body charged with the day-to-day management of the Company, as well as with representing the Company in its relations with third parties, for example by entering into contracts on behalf of the Company. The Management Board is independent in their decisions and acts in the best interests of the Company’s shareholders.

 

The Management Board must adhere to the decisions of the General Meeting of Shareholders and lawful orders of the Supervisory Board. The Management Board ensures, with its best efforts, that the Company complies with the law and that the Company’s internal audit and risk management functions operate effectively.

 

The Management Board consists of three to seven members. The members of the Management Board are elected for periods of three years at a time. Every member of the Management Board has the right to represent the Company in any legal and business matter.

 

The Management Board has at present five members: Mr. Paavo Nõgene - Chairman, Mr. Harri Hanschmidt, Ms. Elise Nassar, Mrs. Piret Mürk-Dubout and Mr. Margus Schults.