Management
AS LHV Group is the largest domestic financial group and capital provider in Estonia
LHV was established in 1999, relying on the long-term investment and business experience of its founders. LHV employs over 420 people. LHV offers banking services to more than 185,000 customers, and LHV’s pension funds over 177,000 customers.
Strategy
LHV’s mission is to help raise Estonian capital. LHV’s vision is focused on Estonia where people and businesses dare to think big, engage in enterprise and invest in the future.
LHV values: simple, supportive, effective.
Long-term objectives of LHV
- To be the best financial services provider for private individuals who are accumulating and investing in financial assets and companies in need of financing.
- Be an attractive and recognised employer that offers development, self-actualisation and growth.
- Conduct business so that the annual rate of return on equity committed reaches 20% of the pre-tax profit.
- To be the most inclusive financial services provider for international financial intermediaries.
- To become Estonia’s most valued publicly traded company.
LHV is the perfect place for safeguarding and growing your savings
LHV focuses on active and independent customers with an enterprising frame of mind. For private customers, LHV mainly offers services related to the safeguarding and enhancement of savings. For business customers, LHV offers smart, flexible financing, along with the management of daily financial affairs.
LHV’s products and services are simple, transparent and relevant. Modern-day electronic means of communication are used for customer communication. This allows to cut costs with the aim offering affordable prices for the everyday services of LHV.
Partnership is central to growing the business of LHV. New initiatives can be implemented much faster and more successfully if the parties involved have the same interests and each other’s long-term support. LHV is a publicly traded company. LHV would like as many clients and partners as possible to be shareholders and investors in LHV and to participate in the building of a shared business.
Supervisory Board
The Supervisory Board is a governing body of LHV, planning the activities of the group, organising the management of LHV and conducting supervision over the activities of the Management Board. The Supervisory Board determines and regularly reviews LHV's strategy, the general plan of action, risk management principles and the annual budget.
The size of remuneration and its procedure of payment to the members of the Supervisory Board is decided by the General Meeting, considering inter alia the duties of the Supervisory Board and their extent, as well as the participation at the Supervisory Board meetings and the activity of the Supervisory Board. The Supervisory Board members gross remuneration is 500 euros per each meeting of the Supervisory Board, where the member participates. No separate additional pay or performance pay or bonuses have been established. Based on Supervisory Board Member Andres Viisemann’s activity as the head of pension funds in LHV’s subsidiary AS LHV Varahaldus, LHV is applying the LTI plan, i.e. the option programme.
No significant transactions have been concluded between LHV and its Supervisory Board members, their close relatives or related parties in 2019. Also, there are no such valid contracts from earlier periods.
Rain Lõhmus
Chairman
Rain Lõhmus is one of the founders of LHV and the chairman of the supervisory board of AS LHV Group. He is a member of the supervisory boards of AS LHV Pank and AS LHV Finance. In addition, he belongs to the supervisory boards of AS Arco Vara, Kodumaja AS and Thermory AS. He is the owner and member of the management board of AS Lõhmus Holding and the owner of OÜ Merona Systems. Additionally, he is the management board member and one of the owners of Zerospotnrg OÜ and Umblu Records OÜ. Rain Lõhmus graduated from the Tallinn University of Technology (TalTech) and the management program of Harvard Business School.
Rain Lõhmus and the persons related to him (Lõhmus Holdings OÜ, OÜ Merona Systems) own altogether 6,739,005 shares, representing 23,68% of all shares.
Andres Viisemann is one of the founders of LHV and the manager of LHV pension funds. He is a member of the supervisory boards of AS LHV Group, AS LHV Pank and AS LHV Varahaldus. He also belongs to the supervisory boards of AS Fertilitas and Rocca al Mare Kooli SA. He is also the owner and member of the management board of Viisemann Holdings OÜ. Andres Viisemann graduated from the University of Tartu and obtained a Master’s degree at INSEAD in International Business Management.
Andres Viisemann and the persons related to him (Viisemann Investments AG, Viisemann Holdings OÜ) own altogether 2,774,514 shares, representing 9.75% of all shares. Due to his position as the head of LHV pension funds, Andres Viisemann is entitled to a total of 34,269 shares of AS LHV Group for the options issued in 2017, 2018 and 2019.
Tiina Mõis is a member of the supervisory board of AS LHV Group and AS LHV Pank. She also belongs to the supervisory boards of AS Baltika and Rocca al Mare Kooli SA. She is the owner and management board member of AS Genteel. Tiina Mõis graduated from the Tallinn University of Technology (TalTech).
Tiina Mõis does not own any shares of AS LHV Group. AS Genteel owns 1,082,744 shares of AS LHV Group.
Heldur Meerits is the supervisory board member of AS LHV Group and AS LHV Pank. He is also a member of the supervisory boards of Kodumaja AS and AS Smart City Group and the foundations SA Põltsamaa Ühisgümnaasiumi Toetusfond, SA Dhama and SA Tähelaps. Heldur Meerits is also the owner and a member management board of the companies established for the management of personal economic interests, AS Amalfi and AS Altamira. Heldur Meerits graduated from the Faculty of Economics and Business Administration of the University of Tartu.
Heldur Meerits does not own shares of AS LHV Group. AS Amalfi owns 1,031,310 shares of AS LHV Group.
Raivo Hein is a member of the supervisory boards of AS LHV Group and AS LHV Pank. Also, he belongs to the supervisory board of AS Puumarket. He is the owner and a member of management board of OÜ Kakssada Kakskümmend Volti and a management board member of OÜ Saarte Sillad and several other companies established for the management of personal investments. Raivo Hein graduated from the Tallinn University of Technology (Tal Tech).
Raivo Hein does not own shares of AS LHV Group. The persons related to him, OÜ Kakssada Kakskümmend Volti, Lame Maakera OÜ and Astrum OÜ, Kuu On Päike OÜ, Higgsi Boson OÜ, Kõver Aegruum OÜ ja Desoksüribonukleiinhape DNA OÜ own altogether 535,286 shares of AS LHV Group.
Tauno Tats is a supervisory board member of AS LHV Group. Also, he is a member of the supervisory boards of EfTEN Kinnisvarafond AS, AS Ecomet Invest and OÜ Eesti Killustik and a member of management board of Ammende Hotell OÜ. He is a management board member and one of the owners at Ambient Sound Investments OÜ as well as a management board member of companies established for the management of investments of the aforementioned companies. Tauno Tats graduated from the Tallinn University of Technology (TalTech).
Tauno Tats does not own shares of AS LHV Group. Ambient Sound Investments OÜ owns 1,728,589 shares of AS LHV Group.
Sten Tamkivi is a supervisory board member of AS LHV Group. He belongs to the supervisory boards of ASI Private Equity AS and Kistler-Ritso Eesti SA. In addition, he is the owner and management board member of Seikatsu OÜ and Osaluste Hellalt Hoidmise OÜ and a management board member of Topia OÜ. Sten Tamkivi graduated from the Stanford University Graduate School of Business.
Sten Tamkivi and the person related to him, Seikatsu OÜ, own altogether 15,534 shares of AS LHV Group.
Management Board
Madis Toomsalu is the head of AS LHV Group and the chairman of the supervisory boards of AS LHV Pank and AS LHV Varahaldus. He is also member of the management board of MTÜ FinanceEstonia. Madis Toomsalu has obtained a Bachelor’s degree in business management from the Tallinn University of Technology (TalTech) in 2009 and a Master’s degree in 2011 in public sector finance.
Madis Toomsalu owns 34,940 shares of AS LHV Group. Madis Toomsalu is entitled to a total of 72,429 shares of AS LHV Group for the options issued in 2017, 2018, 2019.
Committees
Audit committee
The Audit Committee serves, above all, as an advisory body for the Supervisory Board in matters related to accounting, audit, risk management, internal control and internal audit, supervision, budgeting and compliance. The Audit Committee must be set up of at least three members. LHV’s Audit Committee members are paid a monthly gross remuneration of EUR 500. No separate additional pay or performance pay or bonuses have been established.
The Audit Committee is charged with the task of monitoring and analysing
- the processing of financial information within the scope required for the preparation of quarterly reports and the Annual Report;
- the efficiency of risk management and internal control;
- the audit of the financial statements or the Consolidated Annual Report, and
- the independence of the audit firm and the authorised auditor representing the audit firm by law, and compliance with the requirements established in the Auditors Activities Act.
The Audit Committee is obliged to make proposals and recommendations to the Supervisory Board with regard to:
- appointment or removal of the audit firm;
- appointment or removal of the internal auditor;
- prevention and elimination of problems and inefficiencies within the organisation, and
- ensuring compliance with legal acts and best professional practice.
Kristel Aarna works as CFO of AS TV Play Baltics since 2011. And before that was the chief controller of Swedbank Baltic Banking. Previously she has been the head of financial advisory services at KPMG Baltics AS and worked also at Eesti Pank and CVS Caremark Corporation. She is also the owner and member of the management board of IKA Konsult OÜ. Kristel Aarna on has a Bachelor’s degree from the Faculty of Economics of the University of Tartu and Master’s degree in Business Administration from the Bentley University Graduate School of Business.
Kristel Aarna does not have any shares of AS LHV Group.
Urmas Peiker is a co-founder of and works as the head of business development in an Estonian start-up Funderbeam. From May 2013 until October 2014, he was the head of Compliance at AS LHV Pank. Previously, Urmas Peiker has worked as the head of Market Supervision Department of the Financial Supervision Authority, also in the European Bank for Reconstruction and Development and Morgan Stanley’s. Urmas Peiker has a Bachelor’s degree from the University of Tartu and Master’s degree in Law from the Duke University in the USA.
Urmas Peiker does not have any shares of AS LHV Group.
Tauno Tats is a supervisory board member of AS LHV Group. Also, he is a member of the supervisory boards of EfTEN Kinnisvarafond AS, AS Ecomet Invest and OÜ Eesti Killustik and a member of management board of Ammende Hotell OÜ. He is a management board member and one of the owners at Ambient Sound Investments OÜ as well as a management board member of companies established for the management of investments of the aforementioned companies. Tauno Tats graduated from the Tallinn University of Technology (TalTech).
Tauno Tats does not own shares of AS LHV Group. Ambient Sound Investments OÜ owns 1,728,589 shares of AS LHV Group.
Remuneration committee
The Remuneration Committee is charged with the task of assessing the principles of remuneration within the LHV consolidation group companies, as well as the impact of remuneration-related decisions on adherence to the requirements established for the management of risks, own funds and liquidity. The Remuneration Committee is set up of at least three members of the Supervisory Board of AS LHV Pank. No remuneration is paid to the members of the Remuneration Committee.
The Remuneration Committee:
- conducts supervision over the remuneration of the management board and staff members of companies incorporated in the LHV consolidation group;
- assesses, at least once a year, the implementation of the remuneration principles and makes proposals for the updating of the remuneration principles, where necessary, and
- prepares the draft remuneration decisions for submission to the Supervisory Board.
Madis Toomsalu
Chairman
Madis Toomsalu is the head of AS LHV Group and the chairman of the supervisory boards of AS LHV Pank and AS LHV Varahaldus. He is also member of the management board of MTÜ FinanceEstonia. Madis Toomsalu has obtained a Bachelor’s degree in business management from the Tallinn University of Technology (TalTech) in 2009 and a Master’s degree in 2011 in public sector finance.
Madis Toomsalu owns 34,940 shares of AS LHV Group. Madis Toomsalu is entitled to a total of 72,429 shares of AS LHV Group for the options issued in 2017, 2018, 2019.
Rain Lõhmus is one of the founders of LHV and the chairman of the supervisory board of AS LHV Group. He is a member of the supervisory boards of AS LHV Pank and AS LHV Finance. In addition, he belongs to the supervisory boards of AS Arco Vara, Kodumaja AS and Thermory AS. He is the owner and member of the management board of AS Lõhmus Holding and the owner of OÜ Merona Systems. Additionally, he is the management board member and one of the owners of Zerospotnrg OÜ and Umblu Records OÜ. Rain Lõhmus graduated from the Tallinn University of Technology (TalTech) and the management program of Harvard Business School.
Rain Lõhmus and the persons related to him (Lõhmus Holdings OÜ, OÜ Merona Systems) own altogether 6,739,005 shares, representing 23,68% of all shares.
Andres Viisemann is one of the founders of LHV and the manager of LHV pension funds. He is a member of the supervisory boards of AS LHV Group, AS LHV Pank and AS LHV Varahaldus. He also belongs to the supervisory boards of AS Fertilitas and Rocca al Mare Kooli SA. He is also the owner and member of the management board of Viisemann Holdings OÜ. Andres Viisemann graduated from the University of Tartu and obtained a Master’s degree at INSEAD in International Business Management.
Andres Viisemann and the persons related to him (Viisemann Investments AG, Viisemann Holdings OÜ) own altogether 2,774,514 shares, representing 9.75% of all shares. Due to his position as the head of LHV pension funds, Andres Viisemann is entitled to a total of 34,269 shares of AS LHV Group for the options issued in 2017, 2018 and 2019.
Risk and Capital Committee
The Risk and Capital Committee, established at AS LHV Pank level, monitors the implementation of the risk management policy and the capital management policy. The Risk and Capital Committee reviews regular risk reports, the processes ensuring capital adequacy and capital plans. The Risk and Capital Committee has to include at least three members, including the Chairman of the Supervisory Board. No remuneration is paid to members of the Risk and Capital Committee.
The jurisdiction of the Risk and Capital Committee includes
- advising the Supervisory and Management Boards on the risk management principles and risk tolerance,
- supervision of the implementation of the risk management principles by the Management Board in accordance with the instructions of the Supervisory Board,
- checking of the accounting of business model and risk management principles in the fees set for clients and, in the event of any deficiencies, submission of an improvement plan to the Supervisory Board,
- checking of the accounting of the likelihood and timing of risk, capital, liquidity and revenues in the principles of remuneration.
Rain Lõhmus
Chairman
Rain Lõhmus is one of the founders of LHV and the chairman of the supervisory board of AS LHV Group. He is a member of the supervisory boards of AS LHV Pank and AS LHV Finance. In addition, he belongs to the supervisory boards of AS Arco Vara, Kodumaja AS and Thermory AS. He is the owner and member of the management board of AS Lõhmus Holding and the owner of OÜ Merona Systems. Additionally, he is the management board member and one of the owners of Zerospotnrg OÜ and Umblu Records OÜ. Rain Lõhmus graduated from the Tallinn University of Technology (TalTech) and the management program of Harvard Business School.
Rain Lõhmus and the persons related to him (Lõhmus Holdings OÜ, OÜ Merona Systems) own altogether 6,739,005 shares, representing 23,68% of all shares.
Andres Viisemann is one of the founders of LHV and the manager of LHV pension funds. He is a member of the supervisory boards of AS LHV Group, AS LHV Pank and AS LHV Varahaldus. He also belongs to the supervisory boards of AS Fertilitas and Rocca al Mare Kooli SA. He is also the owner and member of the management board of Viisemann Holdings OÜ. Andres Viisemann graduated from the University of Tartu and obtained a Master’s degree at INSEAD in International Business Management.
Andres Viisemann and the persons related to him (Viisemann Investments AG, Viisemann Holdings OÜ) own altogether 2,774,514 shares, representing 9.75% of all shares. Due to his position as the head of LHV pension funds, Andres Viisemann is entitled to a total of 34,269 shares of AS LHV Group for the options issued in 2017, 2018 and 2019.
Tiina Mõis is a member of the supervisory board of AS LHV Group and AS LHV Pank. She also belongs to the supervisory boards of AS Baltika and Rocca al Mare Kooli SA. She is the owner and management board member of AS Genteel. Tiina Mõis graduated from the Tallinn University of Technology (TalTech).
Tiina Mõis does not own any shares of AS LHV Group. AS Genteel owns 1,082,744 shares of AS LHV Group.
Nominating Committee
The purpose of the Nominating Committee, which has been formed at the level of AS LHV Pank (Bank), is to support the Bank’s Supervisory Board in questions related to the selection process and eligibility requirements. The Committee is comprised of at least three members, who are selected from amongst the members of the Bank’s Supervisory Board. Members of the Nominating Committee do not receive remuneration.
The competence of the Nominating Committee includes, among other things
- Presentation to the Bank's Supervisory Board of candidates for the Bank's Management Board, a description of their duties, and the length of their term of office;
- Assessing the composition, structure and activities of the Bank’s Management Board at least once a year and, if necessary, proposing amendments;
- Continuous monitoring of the decision-making process by the Bank's Management Board;
- Periodically reviewing and taking decisions on the content, format and frequency of the risk information received;
- Where appropriate, ensuring the involvement of risk management, compliance testing, internal audit and other department managers in relevant matters.
Madis Toomsalu
Chairman
Madis Toomsalu is the head of AS LHV Group and the chairman of the supervisory boards of AS LHV Pank and AS LHV Varahaldus. He is also member of the management board of MTÜ FinanceEstonia. Madis Toomsalu has obtained a Bachelor’s degree in business management from the Tallinn University of Technology (TalTech) in 2009 and a Master’s degree in 2011 in public sector finance.
Madis Toomsalu owns 34,940 shares of AS LHV Group. Madis Toomsalu is entitled to a total of 72,429 shares of AS LHV Group for the options issued in 2017, 2018, 2019.
Rain Lõhmus is one of the founders of LHV and the chairman of the supervisory board of AS LHV Group. He is a member of the supervisory boards of AS LHV Pank and AS LHV Finance. In addition, he belongs to the supervisory boards of AS Arco Vara, Kodumaja AS and Thermory AS. He is the owner and member of the management board of AS Lõhmus Holding and the owner of OÜ Merona Systems. Additionally, he is the management board member and one of the owners of Zerospotnrg OÜ and Umblu Records OÜ. Rain Lõhmus graduated from the Tallinn University of Technology (TalTech) and the management program of Harvard Business School.
Rain Lõhmus and the persons related to him (Lõhmus Holdings OÜ, OÜ Merona Systems) own altogether 6,739,005 shares, representing 23,68% of all shares.
Andres Viisemann is one of the founders of LHV and the manager of LHV pension funds. He is a member of the supervisory boards of AS LHV Group, AS LHV Pank and AS LHV Varahaldus. He also belongs to the supervisory boards of AS Fertilitas and Rocca al Mare Kooli SA. He is also the owner and member of the management board of Viisemann Holdings OÜ. Andres Viisemann graduated from the University of Tartu and obtained a Master’s degree at INSEAD in International Business Management.
Andres Viisemann and the persons related to him (Viisemann Investments AG, Viisemann Holdings OÜ) own altogether 2,774,514 shares, representing 9.75% of all shares. Due to his position as the head of LHV pension funds, Andres Viisemann is entitled to a total of 34,269 shares of AS LHV Group for the options issued in 2017, 2018 and 2019.
Auditor
In November 2017 the Management Board in cooperation with the Audit Committee conducted a selection process to determine the external auditor for the company. LHV requested submissions from four of the largest internationally renown audit firms and met with their representatives. As a result of the process AS PricewaterhouseCoopers was selected and nominated as the auditor at the annual general meeting of shareholders held on 11 April 2018. LHV concluded an agreement with AS PricewaterhouseCoopers for the financial years 2018 and 2019.
In February of 2019, the Management Board, along with the Audit Committee, organised a competition for selecting an auditor to audit the annual reports for 2020–2022. Within the competition, an invitation was sent to the three largest auditing firms and among the two firms that submitted an offer, the decision was made to select KPMG Baltics OÜ, who was appointed to be the auditor of the Group’s companies for the financial years 2020–2022 at the 13 March 2019 annual general meeting of shareholders.
Articles of Association
Best Practice of Corporate Governance
- Report on the Best Practice of Corporate Governance of AS LHV Group in 2018
- Report on the Best Practice of Corporate Governance of AS LHV Group in 2017
- Report on the Best Practice of Corporate Governance of AS LHV Group in 2016
- Report on the Best Practice of Corporate Governance of AS LHV Group in 2015
- Report on the Best Practice of Corporate Governance of AS LHV Group in 2014
- Report on the Best Practice of Corporate Governance of AS LHV Group in 2013
- Best Practice of Corporate Governance