2020: AS Tallinna Vesi Supervisory Council Report on Activities in the Financial Year of 2019
AS TALLINNA VESI SUPERVISORY COUNCIL REPORT ON ACTIVITIES IN THE FINANCIAL YEAR OF 2019
The Supervisory Council (hereinafter the Council) of AS Tallinna Vesi (hereinafter the Company) has, by the minuted decision of the 23 April 2020 Council meeting, approved this report providing an overview of the activities of the Council in managing and administrating the Company, to be presented to the Annual General Meeting of the shareholders of the Company to be held on 28 May 2020.
The Council has examined the integrated Annual Report for the financial year of 2019 (Annual Report) presented by the Management Board of the Company, comprising the Annual Accounts, sustainability report and the Management Board’s activity report along with the appended certified auditor’s reports.
The Council unanimously resolved to approve the integrated Annual Report for the financial year of 2019 with appendices.
The Council has organized and directed the activities of the Company in accordance with applicable law and the Articles of Association of the Company.
During the financial year of 2019, the Council held meetings on 24 January, 28 March, 25 April, 31 July and 31 October.
During the meetings held during the financial year of 2019, the Council discussed various issues and supporting data, relating to the management and administration of the Company, including the financial performance of the Company and the Company’s compliance with the Levels of Service as set out in the Services Agreement and the Project Agreements as well as the progress of the Company’s tariffs dispute with the Competition Authority, including the international arbitration proceedings against the Republic of Estonia initiated in October 2014. On 21/06/2019, the International Arbitration Tribunal decided to dismiss the claims of the Company and United Utilities (Tallinn) B.V. in the arbitration proceedings. Also, the tariff dispute, which had started between the Company and Competition Authority in 2011, came to an end on 18/10/2019 when the Competition Authority approved the new water tariffs on the basis of the Company’s application and the Company started applying the new tariffs as of 01/12/2019. The Operating Cost, Revenue and Capital budgets for the financial year of 2020 were examined in detail and approved, as were other issues raised by the Management Board.
The Council was also actively engaged in the matters of the Company in between the Council meetings and adopted several resolutions without calling a meeting:
- 21/06/2019 – resolution to authorise the Management Board to conclude an agreement with the winner of the procurement „Reconstruction of the mechanical treatment stage at Tallinn Wastewater Treatment Plant“ to be established as a result of the assessment of tenders received;
- 25/07/2019 – resolution to take note of the financial results for the first 6 months of 2019;
- 27/08/2019 – the approval to transfer the sum ordered by the Tribunal’s award dated 21/06/2019 in the matter “United Utilities (Tallinn) B.V. and Aktsiaselts Tallinna Vesi vs Republic of Estonia” (ISCID Case no ARB/14/24) to the Republic of Estonia;
- 24/09/2019 – resolution to take note of the financial results for the first 9 months of 2019;
- 4/11/2019 resolution to recall Mrs Riina Käi from the Management Board and to elect a new Management Board member/CFO Kristi Ojakäär, and to authorise Mr Karl Heino Brookes, Chairman of the Management Board, to sign the relevant applications to the Register;
- 13/12/2019 – resolution to confirm and ratify the activities performed by Mr Simon Roger Gardiner as the Chairman of the Supervisory Council from 2/06/2016 to the date of the resolution and to approve the validity of his authority as the Chairman of the Supervisory Council during the said period, and to elect Mr Simon Roger Gardiner as the Chairman of the Supervisory Council as of the date of the same resolution;
- 19/12/2019 – resolution to authorise the Management Board to conclude an agreement with the winner of the procurement “Purchase of motor fuels” to be established as a result of the assessment of tenders received.In addition, the Management Board has submitted to the Council, at each appropriate meeting, a Management Report (that included sections on corporate issues, operations, development, customer services and financial issues) in order to give a full overview of the economic activities, financial position, corporate governance and service delivery levels of the Company and the activities of the Management Board.As a result of the activities and good work of the Management Board, in the financial year of 2019, the Company kept the operating profits from the main activities stable and further enhanced operational performance, despite the tariffs remaining frozen at 2010 levels until 30/11/2019. The Council appreciates the contributions of the Management Board and all other employees, in further enhancing performance during 2019.
- During the financial year of 2019, there were no changes in the membership of the Council. The full list of Council members during the financial year of 2019 and their terms of office are listed in the Appendix 1 of this report.
- It is the understanding of the Council that any issues outside the day-to-day management of the Company have been referred by the Management Board to the Council for consent as required by the law and the Articles of Association of the Company.
Appendix 1 – Council members during 2019
The Council members of the Company in 2019 were:
Simon Roger Gardiner
since 10/12/2010, last re-election as of 3/06/2018
since 1/11/2014, last re-election as of 2/11/2018
Brendan Francis Murphy
James Keith Haslett
since 07/04/2011, last re-appointment as of 07/04/2019
since 16/11/2011, last re-appointment as of 15/11/2019
since 21/05/2013, last re-election as of 2/06/2019
since 27/10/2011, last re-appointment as of 29/10/2019
since 22/01/2018, re-appointed as of 23/01/2020
since 1/06/2017, re-election as of 2/06/2019