ANNUAL REPORT
(All amounts are in EUR thousands unless otherwise stated)
50
The Company’s activities of the transmission system operator are regulated by the national regulatory authority, i.e. the
National Energy Regulatory Council. Within its competence, the Council performs the functions of the state regulation in the
electricity sector in the Republic of Lithuania, by ensuring, inter alia, the supervision of and control over the performance of
regulated activities in the energy sector, as well as the proper implementation of the rights and duties of electricity
undertakings and consumers.
The strategy and operational plan of the Company are implemented by and the activities of the Company’s administrative staff
are organised by the Company’s Chief Executive Officer. The Company’s administrative management personnel consists of the
Chief Executive Officer, the Finance Department Director, the System Department Director, the Transmission Network
Department Director, the Strategic Infrastructure Department Director, the Strategy Department Director, and the ITT and
Administration Department Director. The composition of the Company’s management is disclosed on the Company’s website.
Corporate governance accommodates the principles of good governance practice and the policies on the governance of state-
controlled companies. The Board of the Company approves the following policies, the implementation of which is to be ensured
by the administrative staff of the Company: corruption prevention, remuneration, remuneration for activities in the
management bodies of the group companies, assessment of employees' performance, project management, integrated planning
and monitoring, corporate governance, accounting, support, dividends, transport, technological property, transparency and
communication, protection of sensitive information, management of interests of collegial management bodies, executives and
employees, treasury management and financial risks, risk management, social responsibility and other policies, the content of
which is published on the Company’s website.
The internal control systems of the Company are supported by the organisational structure, management culture and
implemented good governance practices, as well as process management which is currently being implemented. It should be
noted that the supervisory functions are carried out by the Board of EPSO-G UAB, meanwhile recommendations, proposals and
conclusions on matters which are key to the Company’s activities are provided by the Remuneration and Nomination Committee
and the Audit Committee. The internal control system is initiated by the Company’s Board and implemented by the
administrative staff, assisted by the Audit Committee of EPSO-G UAB, the external independent audit, and divisions supporting
the principal activity. The procedures and policies effective at the Company ensure the reliability of accounting and financial
reporting, the compliance of the Company’s activities with legal acts, operational efficiency, and achievement of operational
objectives.
The Minister of Energy of the Republic of Lithuania by Order No 1-212 of 7 September 2015 approved the Corporate Governance
Guidelines for the State-Owned Group of Energy Companies (the “Guidelines”). The Guidelines establish uniform principles of
corporate governance to be applied to the entire EPSO-G group of companies and prescribe the purpose of the group of
companies, its operational objectives, corporate governance organisation model, governance structure, as well as the system
for accountability, supervision and control of operations. These Corporate Governance Guidelines are intended to support and
further improve the procedures and policies of good governance practice applied at the Company.
Good governance practice of the EPSO-G group of companies upon the approval of the Guidelines by the Minister of Energy,
the company controlling the EPSO-G group of companies is improving the governance practice in its operations and the
operations of the group of companies, with reference to the recommendations set forth in the Governance Code and by
implementing the recommendations of the international organisations, such as the OECD, intended to enhance the governance
of state-controlled companies. The basis for the practical realisation of these Guidelines was created on 17 December 2015,
with the approval of the newly revised Articles of Association of EPSO-G (the “Articles of Association of EPSO-G”), as the
company controlling the entire EPSO-G group of companies, by the Ministry of Energy, which is the owner of the shares of
EPSO-G. The newly revised Articles of Association of EPSO-G laid down the foundations for the establishment of the new
management bodies at the level of EPSO-G, i.e. the Board, the Audit Committee, and the Remuneration and Nomination
Committee, which, in turn, perform certain supervisory and management functions at the level of the entire group of
companies.
Related-party transactions are disclosed in the notes to the financial statements as at 31 December 2021.
All related party transactions were at arm’s length, including transactions as per para 37(2) of the Lithuanian Law on Companies.