EPCG meeting fails for lack of quorum as state holds 98.63%

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The extraordinary shareholders’ meeting of Montenegro’s largest power company, Elektroprivreda Crne Gore (EPCG), scheduled for 27 October, was not held because the state representative did not attend and there was no quorum. The Ministry of Energy and Mining said the Government had not authorized a representative of the state, which owns 98.63% of EPCG. The proposed appointments and related governance changes were among the items awaiting consideration.

The agenda included appointing three deputy directors: a deputy general director and one deputy for each of the two executive directors. The Ministry of Energy and Mining had sent the meeting documentation to the Ministry of Finance for an opinion, citing the importance of the proposed decisions and their possible financial effects.

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Energy and Mining Minister Admir Šahmanović said the Finance Ministry’s opinion had not yet arrived. He described it as one step in the process, adding that his ministry must analyse the agenda items and their consequences before taking a final position and proposing that the Government appoint a representative for the shareholders’ meeting.

Šahmanović said that calling the meeting was not a reason to bypass procedures or make decisions before all relevant facts had been considered, “especially on matters concerning the interests of the state”. Dino Tutundžić, a state secretary at the Ministry of Energy and Mining, had represented state interests at several previous EPCG shareholders’ meetings.

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Agenda included governance and electricity trading

The meeting notice, signed by EPCG Board of Directors President Milutin Đukanović, said the need for the deputy roles had been identified through an “extremely complex and extensive work process”. The agenda included changes to the company’s Statute and Remuneration Policy, following amendments approved by shareholders on 15 June to align the documents with changes to the Companies Act.

According to the notice, the Statute would define the deputy roles and bring them within the Remuneration Policy, because provisions applying to members of management bodies also apply to deputies. The agenda also included a proposed correction to the Statute’s provisions on authority to trade electricity.

At the constituent meeting of the newly appointed board in late July, Đukanović was re-elected president and Zdravko Dragaš, previously an executive director, was appointed general director. The board also includes non-executive directors Jelena Anđelić, Neven Gošović and Irfan Husović, executive director Nikola Madžgalj and independent director Rilinda Đonbaljaj Gerguri. Šahmanović said the Ministry of Energy and Mining was still awaiting the Finance Ministry’s opinion as it reviewed the proposed agenda items.

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