Management

The executive management of the Group is the responsibility of the Management Board of Viru Keemia Grupp, which consists of five members

Ahti Asmann (1973)

Chairman of the Management Board

Jaanis Sepp (1982)

Vice Chairman of the Board / Financial Director

Raivo Attikas (1979)

Member of the Board / Technical Director

Nikolai Petrovitš (1972)

Member of the Board / Member of the Board of VKG Oil

Margus Kottise (1968)

Member of the Board / Member of the Board of VKG Kaevandused

The Management Board of the parent company adopts all the important decisions that concern the economic activities of the VKG Group. During 2023, one change took place in the Management Board – Vice Chairman of the Board and Technical Director Meelis Eldermann reached his well-earned retirement in May and was replaced by Management Board Member and Technical Director Raivo Attikas. As an event after the balance sheet date, a change was made in the Management Board of VKG on 16 February 2024 and Ervin Küttis (1975) became a member of the Management Board, replacing Margus Kottis.

The Supervisory Board of VKG consists of four members

Kristjan Piilmann

(1990)

Margus Kangro

(1974)

Ants Laos

(1943)

Elar Sarapuu

(1964)

Changes in the Supervisory Board of VKG during the reporting period

In connection with the passing of Viru Keemia Grupp’s founder and major shareholder Priit Piilmann in November 2022, Kristjan Piilmann assumed his position on the Group’s Supervisory Board.

The number of the members of the Supervisory Board was reduced to four as a result of the passing of the long-term Chairman of the Supervisory Board of VKG, Toomas Tamm, in October 2023.

Structure of the Group

The legal structure of the consolidation group of Viru Keemia Grupp as at 31 December 2023

The following changes took place in the structure of the VKG Group during the reporting period

Viru Keemia Grupp AS was divided on 30 June 2022, creating a new Viru Keemia Grupp AS that is engaged in shale oil production and includes all the related activities. The old Viru Keemia Grupp AS was renamed as Kirde Varad AS, the main area of activity is industrial real estate investments. Regulated companies VKG Elektrivõrgud OÜ and VKG Soojus AS that are not directly related to shale oil production also remained in the ownership of Kirde Varad.
On 20 September 2022, a new subsidiary called VKG Solar OÜ was founded with the aim of adding the development of the generation of renewable energy to VKG’s electricity production portfolio.
On 6 December 2022VKG Oil was divided for the purpose of simplifying the group structure, as a result of which VKG Oil’s former subsidiary VKG Energia obtained a new parent company, VKG Energiatootmise OÜ. As an event after the balance sheet date, VKG Energia OÜ and VKG Energiatootmise OÜ merged, as a result of which Viru Keemia Grupp AS has seven subsidiaries of the same level according to their areas of activity.
The merger of VKG Energiatootmise OÜ and VKG Energia OÜ was completed on 27 March 2023, after which VKG Energia continued its ordinary activities as a direct subsidiary of VKG AS.
On 14 April 2024, VKG was divided, as a result of which VKG Kaevandused was separated from VKG and the divided entity merged with Kirde Varad AS. Although considering the larger structure of the Group the initial plan was to only separate the non-current assets related to mining from VKG, we were forced to transfer all the mining activities to the business vertical of Kirde Varad AS in order to avoid certain risks.
We took a number of steps to distribute the functions of Viru RMT among other Group companies in 2023 – in April, the lifting mechanisms unit moved to VKG Logistika, and in June, industrial automation specialists moved to VKG and automation mechanics to VKG Oil and electricians to VKG Energia.
As an event after the balance sheet date, Viru RMT sold all the activities related to the maintenance of electricity networks to Viru Elektrivõrgud on 17 January 2024. As a result of a split effected on 8 March 2024, all the other assets of Viru RMT were transferred to VKG Energia, and on 19 March 2024 Viru RMT together with the remaining metal structure production was sold to ICESTONIA OÜ.

Audit Committee

Pursuant to the Auditors Activities Act, Viru Keemia Grupp is considered a public-interest entity which has to have an audit committee.

Pursuant to the statutes, the Audit Committee is an advisory body to the Supervisory Board of Viru Keemia Grupp in the areas of accounting, auditing, risk management, and internal control and auditing, supervision and budgeting as well as the lawfulness of activities. The members of VKG’s Audit Committee are: Ants Laos (Chairman of the Committee), Kristjan Piilmann, Margus Kangro and Elar Sarapuu.

Prevention of possible conflicts of interest

The corporate management system of the Group incorporates a set of norms and procedures, which are aimed at the exclusion of conflicts of interest between the governing bodies of the Group.

If a conflict arises, there are certain mechanisms aimed at taking the necessary measures for the complete regulation of the conflict and for creating the conditions that would exclude such a conflict in the future.

The Group’s Internal Audit Service and other competent subunits are jointly engaged in the prevention of conflicts of interest. In order to prevent possible conflicts of interest, the Group has established clearly defined restrictions and requirements for the members of the Supervisory Board and the Management Board. Management Board members are prohibited from competing in an area of activity of Viru Keemia Grupp without the prior written consent of the Supervisory Board.

No members of the Management Board or the Supervisory Board had any conflicts of interest during the reporting years.

In order to exclude the occurrence of conflicts of interest, the management board members and mid-level managers of the Group companies are upon any changes taking place obligated to submit a declaration in the approved format, stating their holdings in legal entities and/or membership in the governing bodies of legal entities and/or activities as a sole proprietor.