Präsentation für

Heineken

ALB NATIONAL CONFERENCE18 October 2007

IFNs Corporate GovernanceA practical attempt to coordinating IFN regulations with Law 31/1990

Matei Florea

Conflicting legal requirements / Main legal framework

Government Ordinance 28/2006 regarding certain financial and fiscal measures, as approved by Law 266/2006 ("GO 28/2006")

Law 31/1990 on trade companies, as amended to date ("Law 31/1990")

Who’s who in IFNs

Operative Managers (conducători) under GO 28/2006

Managers (directori) under Law 31/1990

Executive Committee Members (membrii ai directoratului) under Law 31/1990

Operative Managers = ? = Managers / Executive Committee Members

Unclear solution under the latest draft law on IFNs

Operative managers: employees or agents? (I)

Operative managers of IFNs registered also in the Special Register must be employees of the respective IFNs (GO 28/2006)

Managers/members of the executive committee (Law 31/1990):*) may not be employees of their respective companies;*) their relationship with their companies is governed by agency agreements (mandat);*) employment agreements concluded by managers / members of executive committee with the company have been terminated de iure.

Operative managers: employees or agents? (II)

Proposed Interpretation:

*) OG 28/2006 is lex specialis and therefore takes precedence over Law 31/1990

*) Operative managers of IFNs registered also in the Special Register must be employees of the respective IFNs

Latest draft law on IFNs: this requirement has been

eliminated also as concerns IFNs registered also in the Special Register.

Committees organised by the Board (I)

Committee for risk administration and audit committee must be organised by the board of directors of IFNs registered also in the Special Register (GO 28/2006);

Audit committee in trade companies subject to financial auditing - no longer a requirement for companies having a board of directors (Law 31/1990);

Audit committee organised in trade company subject to financial auditing - still a requirement for companies subject having a supervisory board (Law 31/1990).

Committees organised by the Board (II)

Proposed Interpretation: • OG 28/2006 is lex specialis and therefore takes

precedence over Law 31/1990; • All IFNs registered in the Special Register need to

have their boards organize audit committees.

Latest draft law on IFNs:

• IFNs registered in the Special Register are no longer required to have their board organize any committee

• application of Law 31/1990

Thank you!

SCHOENHERR SI ASOCIATII S.C.A. ATTORNEYS AT LAW / RECHTSANWAELTE

  30 Dacia Blvd, 4th Floor,    RO-010413 Bucharest

T: +40 21 319 67 90 F: +40 21 319 67 92

W: www.schoenherr.ro