English• The list of companies running for the administration of "Altur" and "Galfinband" is nowhere to be found
Identical notices to attend call the shareholders of "Altur" Slatina (symbol: ALT) and "Galfinband" Galaţi (symbol:GALF) to decide on the revocation of the Board and the appointment of two companies as administrators of the two firms.
Both summons state that the list featuring the names of companies proposed as administrators of "Altur" and "Galfinband" are available for concerned shareholders, who will be allowed to view them and propose the addition of further names to the list at the headquarters of the two companies.
Everything is good until someone actually tries to consult these lists, assuming they do exist. When contacted by BURSA, neither the representatives of "Altur", nor those of "Galfinband" could give a clear answer on the existence of these two lists or the moment when they would be available to shareholders, thus raising questions on the reasons why they are still being kept secret. Especially as these lists should have already been published on the two companies" websites to allow shareholders to be informed correctly.
"We had some problems with the website, I don"t know who has the list and will post it online", a representative of "Altur" Slatina said for BURSA.
At the same time, a representative of "Galfinband" Galaţi said that the list of companies proposed as administrators of "Galfinband" features just one company, but they are not allowed to give its name nor can they tell when the list would be available on the website of "Galfinband".
"We do not have all the information for now, ... I know the list features just one company, but I don"t remember its name ... It will be published on our website, but I couldn"t tell you when", the official of "Galfinband" concluded.
Not even the management of "Celule Electrice" Băileşti, the company that summoned the General Meeting of Shareholders of "Altur", could provide us with more details about the company that will take over the management of "Altur". Cătălin Munteanu, the managing director of "Celule Electrice", said that the notice to attend was sent by one of the significant shareholders of the company. According to information published on the website of the Bucharest Stock Exchange, "Celule Electrice" is controlled by businessman Cătălin Chelu, who holds 49.72% and by "Groval Trade" Galaţi, which holds 24.78%.
"Celule Electrice" has a stake of 14.81% in "Altur" Slatina, and "Mecanica Roteş" holds 28.15%. In the beginning of this week, investment fund "Eastern Eagle Fund" was reported as holding 9.61% of ALT. "Altur" Slatina holds 5.89% of "Galfinband", according to the latest available information.
In "Galfinband", the notice to attend the General Assembly of Shareholders was sent at the request of shareholder Dan-Manole Dumitrescu, about two weeks after the onbe sent by "Altur".
• Narcisa Oprea, "Schoenherr": "The alternative of a single administrator in the case of a company listed on the stock exchange removes the possibility of cumulating votes"
Another issue that the shareholders of "Altur" and "Galfinband" will need to decide on is the amendment of the Articles of Incorporation of the companies, which stipulates that "the Company may be managed by a Board of Directors, Sole Administrator or by an administration company (legal entity)".
Narcisa Oprea, a partner with law firm "Schoenherr", explained for BURSA: "The law 31/1990 admits, in principle, that the shareholders can choose to have the company be run by a board of directors or by a sole administrator. The same law also states that a company can also act as an administrator of another company. However, the role of the articles of incorporation of a joint stock company is precisely to specify the options that are available to shareholders when it comes to the management of the company, namely a board of directors or a sole administrator; as a result, we consider that including all the alternatives provided by the general law in the articles of incorporation i.e. board of directors, sole administrator, together with the innovation of adding the third alternative of administration by a third party company, does not serve the purpose of the articles of incorporation, which is to elaborate on the alternatives legally available to a certain company".
Attorney Narcisa Oprea considers that the alternative of the sole administrator in the case of a listed company removes the possibility of cumulating votes: "Even though in establishing the rule according to which the administration of a company in which the method of cumulative votes applies will be done by a board of directors of at least 5 members, the Law concerning the capital is not rigorous enough in establishing exemptions from this rule, we do believe that the purpose of that text is precisely to enforce the rule that companies listed on the stock market are required to be managed by a board of directors, and to exclude the administration by a sole administrator".
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NOTĂ
Following our requests, the management of "Altur" Slatina last night posted an announcement on the company"s website, which states that the list of short listed administration companies is not final, and it will be available starting July 28th.
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