Constantin Roibu loses his position of president of "Oltchim", but remains managing director

ŞTEFANIA CIOCÎRLAN (Translated by Cosmin Ghidoveanu)
Ziarul BURSA #English Section / 31 august 2011

Constantin Roibu has been leading "Oltchim" since 1991.

Constantin Roibu has been leading "Oltchim" since 1991.

The representatives of the minority shareholder, booed and splashed with water by the employees of the plant who wanted to prevent them from entering the building to attend the General Shareholder Meeting

The shareholders of "Oltchim" Râmnicu Vâlcea (OLT) yesterday decided, in an extraordinary shareholder meeting, that the president of the Board of Directors would no longer be allowed to also serve as managing director of the plant. The proposal to separate the two functions was placed on the agenda at the request of the Ministry of the Economy, the majority shareholder of the plant, but the representatives of the strongest minority shareholder, PCC SE claim that they have also made the same request many times.

The prohibition of holding the two functions together comes as Constantin Roibu, one of the most powerful and long lasting heads of companies in Romania, has been leading the plant of since 1991, as a managing director, and has also served as chairman of the Board of Directors for several years (the representatives of Oltchim have said that the title of the administrative position held by Mr. Roibu has changed several times over the years).

It is unknown for now whether Constantin Roibu will remain with "Oltchim", since on July 19th, Ion Ariton, the Minister of the Economy, announced that ten companies in which the state was a majority shareholder would become privately managed. Among these companies, Mr. Ariton had also mentioned "Oltchim", together with the National Coal Company (CNH) and Hidroelectrica.

Contacted by BURSA, Constantin Roibu said that the decision of the General Shareholder Meeting will be implemented after being recorded with the Trade Registry, and most likely next week, the new chairman of the Board of Directors would be elected. In his opinion the separation of the two positions will make the decision making process more difficult: "I remain a member of the Board and managing director. Naturally, it will be harder to work, following the decision that the General Shareholder Meeting made today (ed. note: yesterday), especially since the president of the Board of Directors will be from outside Oltchim".

Mr. Roibu also said that he had no discussion with the Ministry of the Economy on the possibility of bringing in private management at the plant, but that he read in the media about these intentions.

The representatives of PCC SE, who came into conflict with Constantin Roibu several times, have said that the separation of the two functions will bring more transparency and that the President of the Board of Directors needs to be appointed by the majority shareholder. Also, the representatives of PCCS SE said that they do not know which position Mr. Roibu will hold from now.

Wojciech Zaremba, the representative of PCC SE said: "We were very happy with the decision of the majority shareholder of Oltchim, the Ministry of the Economy, to vote on separating the positions of Chairman of the Board of Directors and that of managing director at Oltchim. We have repeatedly asked for this over the last three years. We don"t know what position Mr. Roibu will hold from now on. We have tried to convince Mr. Roibu to resign unconditionally, but without success. We consider that the separation of the two positions is a good thing for Oltchim, since it will generate more transparency in the management of the company. The new Chairman of the Board of Directors needs to be appointed by the majority shareholder. We have no possibility of entering the Board of Directors of Oltchim now, this will only happen if the Ministry of the Economy will decide to allow it. It is very difficult to attempt any kind of reconciliation with Mr. Roibu. The privatization of Oltchim seems to have begun, the Ministry of the Economy has already begun taking steps in this direction".

Protests and booing against PCC SE, before the beginning of the General Shareholder Meeting

Many were expecting yesterday"s General Shareholder Meeting at Oltchim to take place in a tense climate, given the importance of the items on the agenda, as well as the "blows" that PCC SE and Constantin Roibu had dealt each other in the media, a few days prior to the General Shareholder Meeting.

However, not many expected the protests of the several hundred employees which preceded the General Shareholder Meeting, when Wojciech Zaremba and Adam Lamentowicz, the representatives of PCC SE were booed and even splashed with water.

The protesters tried to prevent the two from entering the building of Oltchim, and the intervention of the police was needed to protect them from the anger of the employees of the plant. The workers demanded that "the unconditional and final departure of PCC SE from Oltchim" and for the authorities to launch an investigation of the minority shareholder of Oltchim.

Constantin Roibu said that those protesting against PCC SE were free employees of "Oltchim" who were fed up with "the way it was has been obstructing the activity of the plant by submitting various complaints, including to the European Commission".

Still, the General Shareholder Meeting held yesterday, was "calm and without any problems", according to Wojciech Zaremba. He said that PCC SE did not vote against any of the items on the agenda, except for one, namely the extension of the mandate of KPMG for the fifth year, considering that it was "too much".

The Ministry of the Economy controls 54.8% of the shares of OLT, and PCC SE and Carlson Ventures own 31.3% of the company and are acting in concert.

The agenda of the General Shareholder Meeting also included the request of the Ministry of the Economy addressed to the management of Oltchim concerning the conclusion of an agreement with the Authority for the Recovery of State Assets (AVAS) which would set an interest rate for the receivable of 134 million Euros. Other items which were discussed included the proposal to borrow 250 million Euros for investments and working capital, as well as approving the capping of the selling of the company"s products through intermediaries at 5%, and the approval of the selling of at least 95% of each of the company"s products to end users directly or urging the Board of Directors to make a decision on this subject.

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