Handbook Corporate governance in practice9 chapters · 10 annexesVersion 01 Last updated: 2026-10-29Download the full handbook (PDF, 1.3 MB)ContentsExpand all Foreword Endorsements Acknowledgements Introduction How to use this Handbook Definitions and abbreviations11. Corporate governance framework3 sections1.1 The concept of corporate governance1.2 Corporate governance framework1.3 Proportionality in governance22. Corporate governance in the Baltics3 sections2.1 Hard law and soft law2.2 Corporate governance models2.3 Shareholders’ letter of expectations33. Board composition, committees, renewal and remuneration6 sections3.1 Balanced Board, its diversity and dynamics3.2 Hard and soft competencies3.3 Board competence matrix3.4 Board committees3.5 Board renewal – succession planning, rotation and induction3.6 Remuneration of Board and committee members and chairs44. Duties and responsibilities of the Board, the Chair and members4 sections4.1 Board4.2 Chair of the Board4.3 Board members4.4 Independent Board members55. Key areas of Board engagement6 sections5.1 Direction and value creation5.1.1 Company’s purpose, vision, mission and values5.1.2 Corporate culture and tone at the top5.1.3 The strategy cycle: building, updating, implementing5.1.4 Integrating sustainability into company strategy, its oversight, sustainability reporting5.1.5 Capital structure and dividend policy5.1.6 Mergers, acquisitions and major transactions5.1.7 Budget and KPIs for the company and CEO, performance monitoring and evaluation5.2 Control, risk and assurance5.2.1 Control environment5.2.2 Internal control framework5.2.3 Risk governance, Three Lines Model5.2.4 Resilience: crisis preparedness, business continuity and recovery5.2.5 Cybersecurity and information security oversight5.2.6 Internal and external audit5.3 Ethics and integrity5.3.1 Ethics5.3.2 Compliance5.3.3 Whistleblowing5.3.4 Conflict of interest5.3.5 Related party transactions5.4 Technology and innovation5.4.1 Digital transformation and AI5.4.2 R&D and innovation5.5 Leadership and remuneration5.5.1 The CEO: selection, motivation, evaluation and succession5.5.2 Remuneration of the CEO, management and employees5.6 Shareholders, stakeholders and accountability5.6.1 Rights and equitable treatment of shareholders5.6.2 Stakeholder relationship governance5.6.3 Board accountability, disclosure and communication66. Board work organisation6 sections6.1 Effective Board work: planning, meetings, materials and minutes6.2 Forms of the Board meetings6.3 Decision-making: discussion, reaching a decision and voting6.4 Board committees – working methods6.5 Board secretary6.6 Board performance evaluation and improvement action plan77. Corporate governance of company groups5 sections7.1 Introduction to group governance7.2 Addressing the group governance challenges7.3 Main group governance models7.4 Group policies7.5 Intra-group transactions, financing, minority shareholders and information flows88. Liability of Board members and mitigation tools2 sections8.1 Legal liability of Board members8.2 Directors’ and officers’ liability insurance99. Final remarks: from governance rules to good governance practice Annexes10 sectionsAnnex 1 Board competencies: hard and softAnnex 2 Recommended topics for corporate governance policiesAnnex 3 Risk categories and typesAnnex 4 Risk register: suggested elementsAnnex 5 Annual Board plan and Board calendar: examplesAnnex 6 Board submission (cover) letter: templateAnnex 7 Functions and responsibilities of the Board secretaryAnnex 8 Board self-assessment questionnaire: exampleAnnex 9 Questionnaire for the executives: exampleAnnex 10 Board work improvement plan: template Sources and further reading About the authors