B-code MB management composition

The Supervisory Board is a collegial management body that supervises the activities of the company. It is not mandatory for a company to have a supervisory board, but if the company decides to establish one, its election and powers are determined in the company's statutes.

The activities of the supervisory board are governed by the Lithuanian Law on Companies.

The supervisory board is elected at the general shareholders' meeting. If provided in the company's statutes, the supervisory board elects and dismisses the management board, and if not formed, it appoints the company's manager. The supervisory board may also dismiss the management board or the manager from office.

The main function of the supervisory board is to control, monitor, and analyze the activities of the company's management board or administration.

The supervisory board reviews and approves the company's business strategy, analyzes and evaluates information regarding the implementation of the company’s strategy, and submits this information to the regular general shareholders' meeting; it makes decisions regarding transactions with related parties and approves them; it oversees the activities of the management board and the company's manager; it provides opinions and recommendations to the general shareholders' meeting on matters specified by law; it submits proposals to the management board and the company’s manager to annul their decisions that contradict laws, other legal acts, the company’s statutes, or decisions of the general shareholders’ meeting; it also handles other supervisory issues assigned to the supervisory board by the company’s statutes or decisions of the general shareholders’ meeting.

The Management Board is a collegial management body of the company. It is also not mandatory for a company to have a management board. However, according to the Lithuanian Law on Companies, at least one collegial body—either the supervisory board or the management board—must be formed in a joint-stock company (AB).

Only a natural person can be elected as a member of the management board. There is no limit to the number of terms a board member may serve.

The management board elects the chairperson from among its members.

The company's management board appoints and dismisses the company’s manager, determines their salary, approves job descriptions, provides incentives, and imposes penalties. It is responsible for determining information classified as the company’s commercial (industrial) secret. The management board makes decisions for the company to become a founder or participant of other legal entities; decisions to establish the company’s branches and representative offices; decisions on the investment, transfer, lease, pledge, or mortgage of long-term assets whose book value exceeds 1/20 of the company’s share capital; decisions to guarantee or secure the obligations of other parties exceeding 1/20 of the company’s share capital unless a different amount is specified in the statutes; decisions to acquire long-term assets at a price exceeding 1/20 of the company’s share capital unless a different price is specified in the statutes; and other decisions specified in the Lithuanian Law on Companies, the company’s statutes, or the general shareholders’ meeting.

In the absence of a supervisory board, the company’s statutes may specify that the management board performs various supervisory functions. It may also be responsible for approving the company’s strategy, determining the management structure and job positions, evaluating the company’s activities, and making important decisions regarding the sale, pledge, borrowing, reorganization, etc., of the company’s assets.

Legal entities that are not business enterprises (associations, clubs, partnerships, public institutions, etc.) may have a Council. Their activities are governed by the Lithuanian Law on Associations. Similar to the management board in business companies, it is a collegial management body of the legal entity, elected by the general assembly, conference, or congress, which is the highest governing body of this legal entity. The specific functions and powers of the collegial management body are specified in the legal entity's statutes.