Principles of Corporate governance of APB Apranga

Corporate Governance of APB Apranga (further – the Company) is divided among General Meeting, the Board, and Company’s CEO. The principles of corporate governance in APB Apranga are compiled according to international standards and the Law of the Republic of Lithuania on Companies.

General Meeting

Management Board: 6 members

The CEO of the Compny

General Meeting

The utmost decision-making power in APB Apranga is held by the General Meeting. The General Meeting elects members of the Board, confirms the Statutes of the Company, yearly financial statements. It also takes decisions on formation, increase, or decrease of Company‘s shareholder equity. The right to attend and vote at the General Meeting have all legal and natural persons, which are the shareholders of the Company, or are delegated by the shareholders of the Company, or have made an agreement of transfer of voting rights. Unless they are shareholders of the Company, the Board, the auditor, and the Company CEO have a right to participate and speak in the General Meeting, but only as an adviser, not the decision-maker.

The Management Board

The Management Board is elected by the General Meeting. It consists of 6 members, at least 2 of which are independant. Management Board is elected for 4 years, without limitations on how many times a member can be re-elected, except fot statutory limitations. Only a natural person can be a Board member. The competence of the Board is defined as implied the Law of the Republic of Lithuania on Companies and Company Statue. The Board considers and approves:

• the strategy of the Company;
• the annual/interim report for the Company;
• the management structure and responsibilities of the employees;
• the positions to which employees are recruited by holding competitions;
• regulations of branches and representative offices of the Company.

Not less than 15 days before the General Meeting, the Board is obliged to prepare the Report on Company‘s Activities, in which the information is provided as defined by the Law of the Republic of Lithuania on Companies.

Besides that, the Board:

• Decides upon the information, which is to be treated as business (commercial) secret. If the legislation requires some pieces of information to be kept public, that information cannot be treated as business (commercial) secret;
• Makes decisions on whether the Company can establish other legal persons or participate in other entities. It also decides whether to establish subsidiaries or representative offices of the Company;
• Makes decisions on investments in, sales of, rent of long-term assets, the value of which exceeds 1/20 (calculated separately for each sort of transaction) of Company’s shareholder equity. Also, the Board makes decisions on mortgaging or collateralizing of long-term assets, the value of which exceeds 1/20 (for the sum of transactions) of Company’s shareholder equity; on other persons’ liabilities, the sum of which exceeds 1/20 of Company’s shareholder equity; on acquisitions of long-term assets, the value of which exceeds 1/20 of Company’s shareholder equity. Before making the decisions on long term assets the value of which exceeds 1/20 (calculated separately for each sort of transaction) of Company’s shareholder equity, other persons’ liabilities, the sum of which exceeds 1/20 of Company’s shareholder equity, the Board shall receive an approval from the General Meeting.
• performs supervisory functions provided for in Paragraph 11 of Article 34 of the Law on Companies.
• The Board may adopt resolutions and its meeting shall be deemed to have taken place when the meeting is attended by 2/3 and more of the members of the Board. The procedure of work of the Board shall be laid down in the rules of procedure of the Board.
• The Chairman of the Board , as well as its members, are collectively obliged to refund the loss of the Company, provided that the loss was made based on the decisions of the Board that breached the statue of the Company or the legislation of the Republic of Lithuania. The member of the Board is not released from responsibility if he/she was recalled or resigned. However, the board members who voted against the unfavorable decision or, in case of absence, made a protest notice after the meeting, will be released from the obligation. The conflicts on the loss refunds are resolved at the court of the Republic of Lithuania.

Full text of Articles of Association can be found here (translation into English)

Original copy of Articles of Association can be found here (in Lithuanian)

Members of the Management Board:

• Chairman: Darius Juozas Mockus
• Members: Vidas Lazickas, Ilona Šimkūnienė, Gintaras Juškauskas (independant member), Ramūnas Gaidamavičius, Jonas Jokštys (independant member).

Read more about the chairman and members of the Board of Directors...

The CEO of the Company

The CEO of the company (the General Director) is elected and recalled by the Board. The salary, responsibilities, motivation and penalties for the CEO of the Company are at the discretion of the Board as well. The major responsibility of the CEO of the Company is to organize the daily activities of the Company. The CEO of the Company acts on behalf of the Company and is entitled to enter into the transactions at his own discretion, unless such transactions are subject to approval of the Board or the General Meeting.

General Director of the Company: Rimantas Perveneckas

Read more about the Top Management of the company...

CODE OF ETHICS AND CONDUCT

Apranga Group is the retail clothing leader in the Baltic States, so we understand that we are responsible for our actions that affect our employees, customers, shareholders, the public, and the environment around us. In all of the markets where we operate, we conduct our business in an honest, transparent and responsible manner, comply with all applicable legislation and high standards of business ethics, and adhere to the Code of Ethics and Conduct, which entrenches the basic principles we follow to ensure honesty, transparency and accountability within the Apranga Group of companies.

READ MORE ABOUT CODE OF ETHICS AND CONDUCT

REMUNERATION POLICY

Remuneration policy of the Company was approved on the day of the General Meeting of Shareholders on 30 April 2020 (and partly amended by the decision of General Meeting of Shareholders on 29 April 2021).

Company's Remuneration policy can be found here