OREANDA-NEWS. November 10, 2010. JSC Ventspils nafta (VN) is the largest shareholder of JSC Latvijas kugnieciba (LK) holding 49.9% of LK equity. VN has serious concerns that members of the Board and the Council of LK possibly mismanage property of the company in the way that they enter into evidently unfavourable transactions and receive payment from the company without valid legal grounds. In the opinion of VN such actions shall be qualified as misuse of the power and misappropriation. Furthermore, current members of the Board and of the Council of LK have refused several times to comply with the lawful demand of VN to convene the shareholders’ meeting. The purpose of VN’s demand was to receive explanations about the financial condition of LK and to change the composition of the Council. However, officers of LK have avoided  convening the shareholders’ meeting, as they understand that after their revocation possibly numerous violations of the law will be discovered and as a result LK will bring an action against them for damages.
 
The first time VN requested the Board of LK to convene a shareholders’ meeting was on January 25, 2010. Until now, i.e. within 9 months, no shareholders’ meeting has been organised. Due to the blatantly illegal actions of the officials of LK, VN, the largest shareholder , is deprived from participation in the administration of the company. Thus VN faces an unprecedented case in Latvian history, when the Board and the Council of a legal entity have used their right to manage the company with the sole purpose to gain personal benefit.
 
Taking into account that VN has exhausted all legal means in order to achieve the convening of a shareholders’ meeting and officers of LK continue to conclude suspicious agreements, VN referred to the Prosecutor General’s Office of the Republic of Latvia with the request to initiate Criminal Proceedings against the officials of LK regarding the misuse and excess of given authority, misappropriation and delay in filing its annual reports within the required time frame.
 
VN has also sent letters with requests to the Financial and Capital Market Commission on the violations of the Law on the Financial Instruments Market by LK and to the NASDAQ OMX Riga on the violations of the Exchange Rules by LK.