Corporate governance

Amber Beverage Group’s (ABG) solid corporate governance underpins our endurance and plays an important role in maintaining corporate integrity and managing the risk of corporate fraud, combating against management misconduct and corruption. Amber Beverage Group Holding S.a r.l. is a limited liability company incorporated on 26 September 2017 under the laws of Grand Dutchy of Luxembourg. Please see Company’s Articles of Association here.

The Supervisory Board of ABG comprises its Chairman, Board members, independent Non-Executive members and a Secretary. The main functions of the Supervisory Board are to oversee and implement the corporate governance framework; to provide strategic direction for the Group’s development and expertise and guidance in relation to the Group’s international functions; and to supervise key areas of the Group’s operations, performance, and compliance.

The strategic resolutions to be taken by the Board of Managers will require the prior approval of the Supervisory Board of the Company. From the members of the Supervisory Board, we appoint a member who will preside at the Supervisory Board meetings, Chairman, and a Secretary.

Chairman

The Chairman’s responsibilities cover the territories of all countries where the companies belonging to the Group conduct, or plan to conduct, business. And the duties of the Chairman at ABG comprise the following: to lead and manage the ABG`s activities; to lead the development plan implementation e.g., evaluation of potential alliances via M&A activities and to lead M&A processes; to participate in negotiations with financial institutions and strategic partners to ensure the sustainable development of the Company; to develop and lead ABG’s long term strategy; to represent ABG externally and to protect interests of ABG; to manage Board activities, plan its work, chair meetings of the Board.

Secretary

The Secretary is a member of the Supervisory Board, with all respective responsibilities with the exception of voting rights at the meetings of the Supervisory Board. The Secretary’s vote shall be not counted at quorum determination of the Supervisory Board meetings. The main functions of the Secretary of the Supervisory Board are related with organization matters within the Board. The Secretary is responsible for corporate disclosure and compliance with country corporation laws, standards, reporting and compliance, monitoring corporate governance developments and assisting the Supervisory Board in tailoring governance practices, meeting the Supervisory Board's needs and shareholder’s expectations, serving as a focal point for communication and engagement on corporate governance issues, and performing other tasks if needed.

Board leadership

The Board holds a meeting at least once per quarter to discuss the business strategy of the Group and to review the financial results. The annual financial results of the Group for the previous year as well as the budget for the current year are reviewed and approved by the Board in May each year. The intermediate financial results and possible adjustment of the budget for the current year are reviewed and approved by the Supervisory Board each November. From 2020 on, all the members may participate in the Supervisory Board meeting by any suitable telecommunication means. Written resolutions, drafts of resolutions, decisions, and minutes, as well as any documents related to the meeting, may be transmitted by ordinary mail, electronic means, or any other suitable digital means. In such cases, written resolutions can either be documented in a single document or in several separate documents having the same content. The Supervisory Board met virtually, using audio-video conferencing, to ensure that Board members based in different locations and time zones were able to participate in meetings. During the year, the Board considers the nature and extent of the risks it is willing to take to achieve its strategic goals and reviews the existing internal statement of risk appetite. Risk management is a topic that is regularly discussed at Supervisory Board meetings. We monitor the economic conditions within the market, review our product portfolio and routes-to-market and adjust our activities accordingly. We are continuously looking for ways to diversify our market presence and look for business and investment opportunities.

Board of Managers

Arturs Evarts

Member of the Management Board

Arturs Evarts is an experienced board member with a demonstrated history of working in the beverage industry. Mr. Evarts is a strong legal professional with more than 15 years of experience in the field, and he has spent more than a decade holding notable positions within Amber Beverage Group’s companies. Currently, he is the Chief Legal Officer of the Group, as well as the Sustainability Officer driving Group’s sustainability agenda. As a Board Member, he takes active participation at CSR Latvia, an association that brings together private, public and NGO sectoral organizations as well as experts that promote the activities and development of Latvian entrepreneurs by introducing corporate social responsibility principles into the organization's strategies. He holds a Master’s degree in Law from the University of Latvia, as well as a MBA degree of Business Administration and Management from RISEBA University.

Javier Espinosa Minguillon

Member of the Management Board

Javier Minguillón Espinosa is an experienced legal professional with more than 10 years of experience in the field. For the past years, he is a Group Legal Council of SPI Group. He holds a Master’s degree in Law from Tilburg University.

SUPERVISORY BOARD

Sir Geoffrey John Mulgan

Chairman, Non-executive director

Sir Geoffrey John Mulgan is a Professor at University College London; former CEO of Nesta (National Endowment for Science, Technology and the Arts); former CEO of Young Foundation; head of policy in the UK Prime Minister's office; head of the UK government strategy unit; director of Demos. Sir Mulgan holds a PhD in telecommunications. He is a visiting professor at UCL, LSE, Melbourne, as well as a senior visiting scholar at Harvard. Sir Mulgan is an author of many books including most recently “Another World is Possible” (Hurst/Oxford University Press, 2022), “Social innovation: how societies find the power to change” (Policy Press, 2019) and “Big Mind; how collective intelligence can change our world” (Princeton University Press, 2017). Also, he is a senior fellow at Demos Helsinki and the New Institute Hamburg.

Simon Charles Rowe

Non-executive director

Simon Rowe brings with him over 30 years of experience in financial industry, with an impressive 21-year tenure in the private financial services industry holding such a notable position as the Managing Director of Swicorp, a private financial services group providing solutions in the spheres of investment banking, private equity and asset management in the Middle East and North Africa. Currently, Mr. Rowe is the Founder and Managing Partner of Monsar Capital - an independent international financial advisory and investment firm with a core focus on dynamic emerging markets. As a seasoned professional in the field, Mr. Rowe possesses a strategic view of global financial infrastructures and an invaluable experience in leading large-scale businesses. Mr. Rowe's achievements are further enhanced by his academic accomplishments. He holds a B.A. Hons in Modern History from Oxford University.

Douglas Brougham Cunningham

Non-executive director

Douglas Cunningham is an experienced beverage industry professional working in FMCG sector for over a decade. He is the Founder of Indie Brands, a London-based spirits distribution company offering distribution, marketing and brand building expertise for premium spirit brands. The company has extensive experience of building brands within the UK’s premium on and off premise sectors and possesses a strong sales footprint across national and regional wholesale, wider on-premise, multiple grocers, specialist off-premise and online channels. Mr. Cunningham holds a BA degree in Politics and Business Management from the University of Stirling, Scotland.

Arturs Evarts

Board member, Secretary

Arturs Evarts is an experienced board member with a demonstrated history of working in the beverage industry. Mr. Evarts is a strong legal professional with more than 15 years of experience in the field, and he has spent more than a decade holding notable positions within Amber Beverage Group’s companies. Currently, he is the Chief Legal Officer of the Group, as well as the Sustainability Officer driving Group’s sustainability agenda. As a Board Member, he takes active participation at CSR Latvia, an association that brings together private, public and NGO sectoral organizations as well as experts that promote the activities and development of Latvian entrepreneurs by introducing corporate social responsibility principles into the organization's strategies. He holds a Master’s degree in Law from the University of Latvia, as well as a MBA degree of Business Administration and Management from RISEBA University.

Sabina Fatkullina

Board member

Sabina Fatkullina is an experienced and dedicated global HR leader who has successfully managed human resources on a worldwide scale for over two decades, contributing to the continuous growth and success of the company. For more than 20 years, she is a Chief of Staff and the Global Chief Human Resources Officer at Stoli Group.

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