Estonian Oil Stockpiling Agency

STATUTE

Public limited company Estonian Oil Stockpiling Agency

STATUTE

1. General provisions

1.1 The business name of the public limited company is AS Eesti Vedelkütusevaru Agentuur, hereinafter referred to as - Agency. The English translation of the business name of the public limited company is Estonian Oil Stockpiling Agency, OSPA - abbreviation.

1.2 The seat of the Agency is in Tallinn

1.3 The Agency is a legal entity governed by private law which has share capital divided into public limited company shares.

1.4 The Agency shall be liable for the performance of its obligations with all of its assets; the Agency shall not liable for the performance of its shareholders.

1.5 In its activities the Agency shall adhere to the Constitution of the Republic of Estonia, the Liquid Fuel Stocks Act, the Commercial Code and other legislation, international agreements, the Statute of the Agency and the decisions of the directing bodies.

1.6 The Agency shall perform the obligations provided by the Liquid Fuel Stocks Act and perform all related operations.

1.7 The fields of activity of the Agency are as follows:

establishment, maintenance and holding of the compulsoryoil stocks of the Republic of Estonia and organisation of replenishment thereof pursuant to the Liquid Fuel Stocks Act;
purchase of oil stocks, sales of oil from stocks and organisation of warehousing theoil reserve;
analysing the situation of provision of the state with oil and related difficulties in supply;
organisation of the usage of theoil stocks in the event of difficulties in supply;
cooperation withoil traders and theoil stock organisations of other countries.

1.8 The Agency shall form a legal reserve of no less than 1/10th of share capital out of the net profit. At least 1/20th of the net profit shall be transferred to the legal reserve each financial year. If the legal reserve reaches the level prescribed in the Statute, the increase of the legal reserve out of the net profit will be stopped.

2. Share capital and shares

2.1 The minimum share capital of the Agency is 50 000 000 (fifty million) euro's and the maximum share capital is 200 000 000 (two hundred million) euro's.

2.2 The company has registered shares with a nominal value of 100 (one hundred) euro's per share. The Agency has one type of registered share. Each share gives the shareholder 1 (one) vote in the general meeting of shareholders. All shares are equal and belong to the Republic of Estonia. The shareholding shall be governed and shareholder's rights exercised by the Ministry of Economic Affairs and Communications, which in the general meeting of shareholders shall be represented by the Minister of Economic Affairs and Communications. The share register shall be maintained by the maintainer of the Estonian Central Register of Securities.

2.3 The share capital may be increased by issuing new shares against additional monetary or non-monetary contributions or without contributions (a bonus issue) at the account of the owners' equity.

2.4 A share shall be paid for by either a way of a monetary or a non-monetary contribution. A non-monetary contribution may be a thing or a proprietary right which can be valued in money and transferred to the Agency. Monetary contributions shall be made to the current account of the Agency. The value of non-monetary contributions shall be assessed by the Management Board of the Agency. Upon establishment of the Agency the value of non-monetary contributions shall be assessed by the Ministry of Economic Affairs and Communications, which exercises shareholder's rights. Upon assessment of the value of a non-monetary contribution, the usual value of the thing or right shall be taken into account. The correctness of the assessment shall be verified by an auditor. Thereafter the non-monetary contribution shall be transferred to the Agency through a contract and the delivery and receipt of the contribution shall be confirmed by the members of the Management Board with their signatures. Shareholders shall notify of the rights of third parties to non-monetary contributions.

2.5 The share capital may be increased or reduced only in the events and on the terms and conditions prescribed by law. The share capital may be decreased by reducing the nominal value of shares or by cancelling shares.

2.6 Shares give shareholders the right to participate in directing the Agency and distribution of profit and assets left after dissolution of the Agency.

3. Shareholder's rights, obligations and liability

3.1 Shareholders exercise their rights in the Agency in the general meeting of shareholders. The single shareholder shall make decisions in the capacity of the general meeting of shareholders.

3.2 Shareholders shall have the right to:

3.2.1 Participate in the general meeting.
3.2.2 Receive information from the Management Board about the activities of the Agency.
3.2.3 Elect and be elected to the management and control bodies of the Agency.

3.3 Shareholders shall keep the business secrets of the Agency.

3.4 Shareholders shall be liable for damage wrongfully caused to the Agency or third parties.

4. Management

4.1 The general meeting of shareholders is the supreme directing body of the Agency. A general meeting is called by the Management Board. The agenda of the general meeting is approved by the Supervisory Board.

4.2 The general meeting is conducted in the seat of the Agency or in a place agreed with the shareholders.

4.3 The Management Board shall call the annual general meeting no later than within six months of the end of the financial year.

4.4 The Management Board shall call a special general meeting if the net assets of the public limited company are less than one-half of the share capital or if this is demanded by the Supervisory Board, the auditor or shareholders whose shares represent at least one-tenth of the share capital. Notice of a special general meeting shall be given at least one (1) week in advance.

4.5 The resolution of a general meeting shall be adopted if over half of the votes represented at the general meeting are in favour unless the law prescribes a greater majority requirement.

4.6 A general meeting is competent to:

•4.6.1 Alter the Statute.
•4.6.2  Increase or decrease the share capital.
•4.6.3  Elect and remove members of the Supervisory Board pursuant to the Liquid Fuel Stocks Act.
•4.6.4  Elect an auditor and remunerate the auditor's work.
•4.6.5  Designate a special audit.
•4.6.6  Approve the annual report.
•4.6.7  Decide on assertion of a claim against a member of the Management Board or Supervisory Board and on the appointment of a representative of the Agency in such claim or transaction, also judge on terms and conditions of a transaction with a member of the Supervisory Board.
•4.6.8   Decide on other matters placed within the competence of the general meeting by law.

•4.7 A general meeting may adopt resolutions on other matters related to the activities of the Agency on the demand of the Management Board or the Supervisory Board.

•4.8 The Supervisory Board shall plan the activities of the Agency, organise the management of the Agency and supervise the activities of the Management Board.

•4.9 The Supervisory board shall consist of six members, one half of whom shall be appointed from among the candidates presented by the sellers of fuel and the other half shall be representatives of the state. The Supervisory board is elected for five years. The members of the Supervisory Board shall be appointed and removed by the Minister of Economic Affairs and Communications in accordance with a corresponding decision by the single shareholder.

•4.10 One half of the members of the Supervisory board from among the candidates presented by the sellers of fuel shall be appointed and removed by the Minister of Economic Affairs and Communications and the other half, by the Minister of Finance. If an uneven number of persons are appointed members of the Supervisory board from among the candidates presented by the sellers of fuel, the Minister of Finances shall appoint an additional member. The persons to be presented as candidates for membership in the Supervisory board by the sellers of fuel or the persons whom they wish to remove from the position of member of the Supervisory board shall be selected by the organisation uniting the sellers of fuel. An organisation uniting the sellers of fuel shall submit a corresponding proposal to the Minister of Economic Affairs and Communications and to the Minister of Finance simultaneously.

•4.11 If the organisations uniting the sellers of fuel submit more candidates for the positions of members of the Supervisory Board than the number prescribed, the Minister of Economic Affairs and Communications and the Minister of Finance shall appoint the members of the Supervisory Board from among the submitted candidates.

•4.12 If the organisations uniting the sellers of fuel do not submit any candidates for the positions of members of the Supervisory board or submit less candidates than the number prescribed, the Minister of Economic Affairs and Communications and the Minister of Finance have the obligation, as representatives of the state, to appoint members to the positions in the Supervisory Board which were not filled.

•4.13 One half of the members representing the state shall be appointed and removed by the Minister of Finance. If the state is represented by an uneven number of Supervisory Board members, the Minister of Economic Affairs and Communications shall appoint an additional member.

•4.14 The members of the Supervisory Board shall elect a chairman from among the members who shall organise the activities of the Supervisory Board. The chairman of the Supervisory Board shall be elected from among the members of the Supervisory Board representing the state.

•4.15 In order to elect a member of the Supervisory Board, his or her written consent is required. A member of the Supervisory Board shall not be a member of the Management Board, a procurator or an auditor of the Agency, or a member of the Management Board of any affiliates of the Agency. Neither a person with respect to whom a court has imposed a prohibition on acting as a member of the management board of a legal person, a person who is prohibited from operating within the same area of activity as the Agency or a person who is prohibited to act as a member of the management board on the basis of the law or a court decision shall not be a member of the management board.

•4.16 Members of the Supervisory Board shall perform their duties impartially.

•4.17 In order to fulfil its tasks, the Supervisory Board has the right to examine all documents of the Agency and to audit the accuracy of accounting, the existence of assets and the conformity of the activities of the Agency with the law, the Statute and resolutions of the general meeting. The members of the Supervisory Board representing the oil traders shall not have the right to receive confidential tax information about oil traders from the Management Board or employees of the Agency.

•4.18 Members of the Supervisory Board shall not use the information received during the work of the directing body of the Agency for their personal business interests. Members of the Supervisory Board shall keep the business secrets of the Agency.

•4.19 The Supervisory Board shall decide on terms and conditions and entry into transactions with members of the Management Board and on the conduct of legal disputes with members of the Management Board. The Supervisory Board shall appoint a representative of the Agency for entry into transactions and for conduct of legal disputes.

•4.20 Meetings of the Supervisory Board shall be held when necessary but not less frequently than once every three months. A meeting shall be called by the chairman of the Supervisory Board or by a member of the Supervisory Board substituting for the chairman. A meeting of the Supervisory Board has a quorum if more than half of the members of the Supervisory Board participate. Minutes shall be taken of a meeting of the Supervisory Board. The minutes shall be signed by all the members of the Supervisory Board who participate in the meeting. Each member of the supervisory Board shall have 1 (one) vote. A member of the Supervisory Board shall not be represented by another member of the Supervisory Board or by a third party at a meeting or in the adoption of a resolution. A resolution of the Supervisory Board shall be accepted if more than half of the members of the Supervisory Board who participate in the meeting vote in favour. In case a resolution gathers even number of votes for and against, the vote of the chairman of the Supervisory Board shall be determinative.

•4.21 A meeting of the Supervisory Board shall be called together if this is demanded by a member of the Supervisory Board, the Management Board, an auditor or a shareholder.

•4.22 In addition to 4.8, the Supervisory Board shall:

•4.22.1 Approve the annual budget of the Agency submitted by the Management Board
•4.22.2 Approve the stockpiling fee set out in Section 10 of the Liquid Fuel Stocks Act. The Minister of Economic Affairs and Communications shall adopt a regulation establishing the specified stockpiling fee approved by the Supervisory Board;
•4.22.3 Establish the special conditions of contracts for the purchase, sales or storage of fuel, or delegation of stocks;
•4.22.4 Define the concept of establishment, maintenance and holding of oil stocks;
•4.22.5 Approve contracts whose terms and conditions differ significantly from those of standard contracts;
•4.22.6 Establish the principles and general restrictions for management of price, currency and other financial risks arising from primary activities in connection with the oil stocks of the Agency.

•4.23 Remuneration of members of the Supervisory Board

•4.23.1 The amount of remuneration paid to the members of the supervisory Board shall be decided by the single shareholder.
•4.23.2 Members of the same supervisory Board shall be assigned equal remuneration, unless otherwise specified by the State Assets Act or the Government of the Republic Act. The chairperson of a supervisory Board may be assigned greater remuneration. Members of a supervisory Board may be assigned greater remuneration in connection with their participation in the activities of the audit committee or another body of the supervisory Board.
•4.23.3 In the payment of remuneration to members of a supervisory Board, their participation in meetings of the supervisory Board and in bodies of the supervisory Board shall be taken into consideration.
•4.23.4 Members of supervisory Boards shall not be paid severance pay in the event of their removal from the supervisory Board.
•4.23.5 In the event the obligation specified in § 84 (2) points 1 or 2 of the State Assets Act is not fulfilled, the payment of remuneration to the chairperson of the Supervisory Board may, pursuant to the procedure specified in § 85 (2) of the State Assets Act, be suspended or reduced in proportion with the period during which the said obligation was not fulfilled.
•4.23.6 Pursuant to the Government of the Republic Act § 4 (3), § 521 (6), § 79 (4) and § 83 (6), remuneration is not paid to a minister, an assistant minister, a state secretary or a county governor.

•4.24 The Management Board represents and directs the Agency. Every member of the Management Board may represent the Agency in all legal acts. The Management Board shall, in directing, adhere to the lawful orders of the Supervisory Board.

•4.25 The Management Board shall be liable for effective establishment, maintenance and holding of oil stocks. Upon establishment, maintenance and holding of oil stocks, the Management Board shall rely on the concept of establishment, maintenance and holding of oil stocks defined by the Supervisory Board.

•4.26 The Management Board consists of 1-3 members who are elected for three years. The Management Board shall make decisions with regard to matters which have been placed within the competence of the Management Board.

•4.27 The Supervisory Board shall elect the chairman of the Management Board from among the members of the Management Board, who will organise the activities of the Management Board.

•4.28 A member of the Management Board shall not be simultaneously a shareholder or a member of the directing body of any juridical entity whose field of trade is oil sales or storage, neither a person who has been prohibited from acting as a member of a board or from whom the right to engage in economic activity has been taken away, a person who has been prohibited from acting at the same field of trade as the Agency or someone who is not allowed to be a member of the Board pursuant to law or to engage in economic activity based on a court order.

•4.29 The Management Board shall present an overview of the economic activities and economic situation of the Agency to the Supervisory Board at least once every four months and shall continuously give notice of any other material circumstances related to the economic activities of the Agency.

•4.30 Members of the Management Board who cause damage to the Agency by violation of their obligations shall be equally liable for compensation for the damage caused.

•4.31 Transactions which are beyond the scope of everyday economic activities may only be entered into by the Management Board with the consent of the Supervisory Board.

•4.32 Remuneration of members of the Management Board

•4.32.1 Remuneration may only be paid to a member of the Management Board on the basis of a management board member contract concluded with him or her. In case a member of the Management Board carries out other tasks for the Agency besides the ones of the Management Board, he or she can get additional remuneration only if this is stipulated in the concluded contract.
•4.32.2 Management board members may also be paid additional remuneration on the basis of their job performance. The amount of the additional remuneration must be reasoned, the fulfilment of the objectives set for the Agency and the added value and market position created must also be taken into consideration. The total amount of additional remuneration paid during the course of the financial year shall not exceed four months' remuneration received by a member of the management board.
•4.32.3 The members of the Management Board may only be paid severance pay in the event of their removal on the initiative of the Supervisory Board and before the expiry of the term of their authority. Severance pay may be paid to management board members in the amount of up to three months' remuneration.

•4.33 The Audit Committee is a body established by the Supervisory Board of the Agency for the purpose of counselling the Supervisory Board in matters pertaining to supervision, including organisation of accounting, carrying out external audits, operation of the internal audit system, management of financial risks, and monitoring the legality of the activities, budgeting and approval of the annual report.

•4.34 The Supervisory Board shall decide on the size of the Audit Committee, appoint the members of the Audit Committee and elect the chairman of the Audit Committee from among its members.

•4.35 A member of the Audit Committee shall be appointed for three years. By a resolution of the Supervisory Board a member of the Audit Committee may be removed before the expiry of the term of office.

•4.36 Internal control and internal audit

•4.36.1 The Agency shall guarantee the functioning of an internal audit system
•4.36.2 The Agency is required to establish a position of internal auditor or organise the purchasing of the services of an internal auditor if, as of the balance-sheet date of the accounting year, at least two of the three indicators specified are greater than the limits specified: sales revenue six million Euros, balance sheet total three million Euros and number of employees 75.
•4.36.3 The Agency is entitled to waive the establishment of the position of internal auditor or the purchasing of the services of an internal auditor if it may, in the view of the Supervisory Board, prove financially inexpedient. Such a decision by the Supervisory board must be approved in advance by the general meeting of shareholders.
•4.36.4 The person who exercises the rights of a founder has the authority to demand for a special audit and use the structural unit of the institution he or she is in charge of.

•4.37 Specifications of management of the Agency

•4.37.1 A member of the directing body of the Agency shall not be a person stated in subsection 80 (4) of the State Assets Act. The duration periods of the restrictions stated in subsection 80 (4) of the State Assets Act are stated in subsection 80 (5) of the same act.
•4.37.2 The statute of the Agency shall not limit the competence of the Supervisory board as specified in subsection 317 (1) of the Commercial Code.
•4.37.3 The determination of the number of members of the Supervisory Board must be based on the size and financial situation of the company, and the need to ensure the effective fulfilment of the tasks of a Supervisory Board as specified in section 316 of the Commercial Code.
•4.37.4 The general meeting shall decide the acquisition and transfer of a significant holding in another company.
•4.37.5 A general meeting shall decide upon the rules of procedure of the Supervisory Board.
•4.37.6 The Supervisory Board shall follow the procedures stated by the Minister of Finance in § 84 (3) of the State Assets Act at putting together the minutes, in case such procedure has been imposed.
•4.37.7 The duty of the Agency is to implement the general customs of good management at managing the Agency and describe this in the next annual report.
•4.37.8 The Agency may pay out grants and make donations only in case that action helps the Agency in achieving its financial and operational objectives and the Statute includes the principles, conditions, limits or marginal rates of paying out grants and making donations during a financial year.

5. Reporting, profit and profit distribution

•5.1 The financial year of the Agency shall start on January 1 and end on December 31.

•5.2 All of the company’s receipts and expenditures are reflected in a balanced budget which is drawn up in conformity with the company’s financial plan, with the rules concerning budget position set out in section 6 of the State Budget Act, with the rule concerning net debt set out in section 10 of the same Act, and with any limitations established in accordance with section 11 of the same Act.

•5.3 Each year, the company draws up and presents, in accordance with the rules set out in section 12 of the State Budget Act, a financial plan to serve as the basis for the preparation of the company’s budget.

•5.4 The Management Board shall organise the accounting of the Agency. After the end of the financial year, the Management Board shall prepare the annual accounts and management report (the balance sheet, the income statement and the notes on the annual accounts) within the term provided by law and present the annual accounts and management report (annual report) along with the auditor's report to the general meeting.

5.5 The audited and approved annual accounts' copy shall be presented to the Minister of Finance and to the State Audit Office in four months after the end of the financial year. Together with the copy, an overview of the organizing, directing and supervising work of the Supervisory Board shall be presented, and the amount of remuneration paid to the Supervisory Board and the Management Board shall be shown.

•5.6 The Management Board shall submit the approved annual report to the commercial register along with the annexes prescribed by the Commercial Code no later than within the deadline prescribed by law.

•5.7 According to the Liquid Fuel Stocks Act, if the total amount of stockpiling fee paid within a calendar year exceeds the actual costs incurred upon holding of the stocks of that calendar year, the amount received in excess shall be taken into account on the next occasion of establishment of the rate of a stockpiling fee. Due to this, the stockpiling fee in excess is reported as other reserves, which is used to cover operating expenses in the next periods. Pursuant to the mentioned liability, the excess stockpiling fee cannot be reported in retained profit and therefore it is reported as reserve for excess stockpiling fees.

•5.8 For the purpose of avoiding loss upon the sale of fuel, subsection 17 of the Liquid Fuel Stocks Act provides that the Agency has the right to sell stocks only at the market price, which shall not be lower than the weighted average acquisition cost of the relevant type of fuel. Sale at a price lower than the acquisition cost is only permitted with the authorisation of the Minister of Economic Affairs and Communications.

•5.9 The Management Board has the right to make advance payments to the shareholders with the consent of the Supervisory Board after the end of a financial year and before approval of the annual report on account of the presumed profit in the amount of up to one half of the amount subject to distribution among the shareholders.

6. Merger, division, transformation and dissolution

Merger, division, transformation and dissolution of the Agency shall be decided pursuant to law.

The Statutes of the Estonian Oil Stockpiling Agency have been approved by the single shareholder on the 2th of May 2014.

28.03.2019 - OSPA announced the results of tender