Management

11Management

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

Three Management Board Members – Ahti Asmann, Meelis Eldermann ja Jaanis Sepp – manage the activities of the Group as a whole and are also Supervisory Board Members of subsidiaries. Two Management Board Members – Margus Kottise ja Nikolai Petrovitš – are the Managers of the strategically most important subsidiaries of the Group. There were no changes in the members of the Management Board during the year.

The Group’s Management Board adopts all the important decisions concerning economic activities and is tasked with representing the enterprise. In all legal procedures of the Group, an enterprise is always represented by two Management Board Members together, whereas one of them must be the Chair or Deputy Chair of the Management Board.

The Management Board Members are paid a monthly remuneration consisting of the pay for performing the duties of a Management Board Member and the pay for keeping business secrets and for respecting the competition prohibition. The duties of the Management Board Members are stated in service contracts signed with the Management Board Members. According to the service contracts, the Management Board Members can get additional monetary remuneration which is paid according to the relevant decisions of the Supervisory Board.

Ahti Asmann
Chairman of the board
Date of appointment
21.09.2015

Meelis Eldermann
Vice Chairman of the Board/Technical Director
Date of appointment
06.03.2008

Jaanis Sepp
Member of the Board/Financial Director
Date of appointment
15.04.2016

Margus Kottise
Member of the Board VKG Kaevandused
Date of appointment
09.05.2000

Nikolai Petrovitš
Member of the Board VKG Oil
Date of appointment
26.04.1999

Legal structure as of 31.12.2020

Viru Keemia Grupp AS
- VKG Oil AS 100%
  - VKG Energia OÜ 100%
- VKG Kaevandused OÜ 100%
- VKG Logistika AS 100%
- Viru RMT OÜ 100%
- VKG Soojus OÜ 100%
- VKG Elektrivõrgud OÜ 100%
- VKG Diisel OÜ 100%

General corporate management

We believe that efficient general corporate management is the basis of good business activities. Efficient general management allows the enterprise to work smoothly, ensuring that everyone has a clear understanding of the distribution of roles, obligations, rights and responsibilities.

The activities of the Management Board of the parent company is supervised by a five-member Supervisory Board which includes:

Toomas Tamme
(Chairman)

Priit Piilmann

Margus Kangro

Ants Laos

Elar Sarapuu

The composition of the Supervisory Board did not change during the reporting period. The meetings of the Supervisory Board take place once a month, as a rule, on the last Wednesday of the month.

Audit Committee

Pursuant to the Authorised Public Accountants Act of the Republic of Estonia, VKG is considered to be an entity subject to the public interest and is thus required to have an Audit Committee.

According to the Statutes, the Audit Committee is an advisory body for the Supervisory Board of VKG in the fields of accountancy, auditing, risk management, internal audits, supervision and budgeting and the legality of activities. The members of the Audit Committee of VKG are Ants Laos (Chair of the Committee), Priit Piilmann, Margus Kangro and Elar Sarapuu.

Shares and share capital

As of 01.01.2020, the nominal value of the share capital of VKG was 6,391,164.21 euros. There were no changes in the share capital in the years 2008– 2020. VKG’s shares are not noted on the securities market.

The Group has four shareholders with the following holdings as of 31.12.2020:

OÜ Tristen Trade 38,91%,
OÜ Alvekor 25,49%,
Ants Laos 19,53%,
OÜ Sergos Invest 16,07%.

Risk management

The Management Board of the Group has the duty of shaping the risk management policy and supervising risk management at Viru Keemia Grupp.

The last review of the risk management report took place in the 4th quarter of 2020. The report covers the risks of various areas: strategic, operating, financial and compliance risks. Every risk is assessed for its probability and impact: critical, conditional, low-impact, low-significance and insignificant. Every risk is assigned a responsible person and a hedging plan. The risks are determined on the basis of the Group’s most important targets, related to VKG’s striving to value oil shale as much as possible and to process it as efficiently as possible.

Our risk management activities are:

Risk identification
planning the measures aimed at risk minimisation,
risk monitoring and the check-up of the implementation of measures aimed at risk minimisation.

The risk management objectives of Viru Keemia Grupp are:

to support the making of management decisions
to avoid or diminish any damages to the Group’s assets and reputation
to increase the effectiveness of the Group’s activities
to increase the efficiency of using the Group’s resources (capital, energy)
to reduce occurrences of unexpected situations and to prepare action plans and risk scenarios for such situations

Market risks and legal risks

The sale of shale oil makes up ⅔ of the Group’s net turnover and therefore the risk of changes in the market prices of oil and oil products is an inevitable part of the Group’s activities. The majority of sales contracts have been concluded on the condition that the sale price of the product depends directly on the exchange prices of oil products. The rest of the contracts depend indirectly on world market prices. The sale price of shale oil may drop in connection with a decrease in the world market price of oil and the weakening of the dollar. In order to hedge the risk of price fluctuations in the oil market, we use risk hedging instruments such as future transactions, a monetary reserve, constant monitoring of the market situation and an up-to-date financial model, adjusted in accordance with the strategic tasks.

The market price of the CO₂ quota and the number of quota allocated pose another important market risk. The considerable price increase of the CO₂ quota places an additional tax burden on oil production and the production cost of oil production therefore rises higher than the market price of oil, removing any prospects from the business.

The shale oil industry is a part of the EU oil refining and carbon leak sector which is allocated free CO₂ quota. The trading rules and the methodology of allocating free CO₂ quota are currently known until 2025. The methodology to be used thereafter is being developed. The decisions adopted in the European Parliament and the Commission in the course of the Green Revolution play an important role in ensuring the Group’s economic activities and competitiveness, as they can significantly reduce the number of free CO₂ quota allocated to shale oil production and increase the purchase price of the quota.

Risk hedging measures include the monitoring of regulations, timely investments into reducing the CO₂ footprint, the purchase of the needed CO₂ quota from the market, etc.

Risks related to the natural environment

Since VKG is a representative of the processing industry and a manufacturer of the fuel containing carbon, significant environmental risks accompany the activities of VKG, which manifest themselves both in oil shale extraction, boosting its value, and marketing oil shale products. The goal of VKG is to become a pioneer in this branch of industry and set an example of how it is possible to resolve environmental risks within traditional production in a smart and rational way, using modern technologies. Within the past 15 years the Group has made an investment in the total amount of 86 million EUR into different environmental project, aiming at minimising its environmental footprint. Investments has mainly been focused on the efficient use of resources and the minimisation of accompanying environmental effects.

In addition to the minimisation of environmental risks that accompany production activities, it is as important to talk publicly about them as well as involve different interest groups into the discussion of how to change things for the better.

Operating risks

Operating risks stem from deficient and ineffective processes and systems as well as the insufficient competences or activities of people in managing the work processes. In order to avoid operating risks, the Group has developed risk management principles, various standards and management systems. We understand operating risks to include technological and IT risks as well as operating risks related to the external environment, such as those arising from clients and suppliers.

We pay great attention to risks related to occupational safety and the working environment. All the Group enterprises implement the respective systems for managing and monitoring activities. We handle occupational safety risks on the principle that prevention is more important than dealing with consequences. The Group implements a system for registering dangerous situations, which is accessible to all the employees, partners and visitors to the production territory. An in-depth analysis and timely elimination of registered dangerous situations has prevented several potential work accidents.

Relying on the experience from the previous year, we treat widely spread epidemics and pandemics (e.g. COVID-19) as a separate risk which may cause complex problems for the enterprise:

a possible effect on the employees’ health
an extensive spread of a disease may cause production downtime
the measures taken to limit the wide spread of a disease may cause a decrease in the demand for oil

A special focus is on the management of the risk of fraud. In order to reduce the threat of the risk of fraud and theft as well as the threat of possible damage, we primarily concentrate on preventive measures and increasing efficiency. We regularly perform random checks and increase the efficiency of process transparency. Great attention is paid to the detection of cases of fraud and to the speed of responding to such cases. The focus is on everyday work towards informing the Group’s employees and encouraging them to provide feedback, for which purpose various operative channels have been created.

Combating the risk of corruption

The fight against corruption has always been important for the Group. VKG has identified three major risks of corruption together with the methods used for hedging these risks:

Giving bribes to achieve the interests of the Group
VKG is a responsible and transparent enterprise that has established zero tolerance for corruption and bribery.
Accepting bribes in the selection of suppliers and cooperation partners
the Group has established a procurement policy aimed at avoiding skewed procurements and always choosing the most favourable cooperation partner for the Group. Compliance with the procurement policy is supervised by internal audit via regular monitoring
Conflicts of interest of executive employees in representing the interests of the enterprise
the Group has developed a procedure for submitting statements of economic interests, in the course of which executive employees have to report their holdings and connections in external companies. The members of the Management Board are prohibited from competing in any area of activity of VKG without the prior written consent of the Supervisory Board.

There is a special confidential channel (vihje@vkg.ee) functioning in the Group, which can be used by employees or people outside of the Group to send a notice about various violations related to the activities of the Group, let it be the issues related to professional activities, corporate management and corporate ethics, human rights, work organisation, social aspects, industrial and environmental safety, protection at the workplace, quality of goods and services, or any other issues, including the matters related to corruption.

Prevention of Possible Conflict of Interests

The corporate management system of the Group incorporates a set of norms and procedures, which are aimed at prevention of the conflict of interests between control bodies within the Group.

If the conflict arises, there are certain mechanisms aimed at implementing required measures for the complete resolution of the conflict, and for creating the conditions that would prevent the occurrence of such conflicts in the future.

The Internal Audit Service and other competent subdivisions of the Group deal with the prevention of conflicts of interest within the Group by cooperating with each other. In order to prevent possible conflicts of interest, there are certain limitations existing in the Group as well as the requirements for the Council and the member of the Board. Management Board Members are prohibited from competing with Viru Keemia Grupp AS in its field of activities, unless having the prior consent of the Supervisory Board.

Within the reporting year, no conflicts of interest between the members of the Council or the Board occurred.

In order to avoid conflicts of interest, all Management Board Members and middle-level managers of the business associations belonging to the Group are required to submit upon any changes a declaration in the approved format, stating their holdings in legal entities and/or membership in management bodies of legal entities and/or activities as self-employed persons.