English
The Bucharest Stock Exchange yesterday proved that it lacks decency. In yesterday's General Meeting, the shareholders of the Central Depository elected Ludwik Sobolewski, the CEO of the BSE, as the chairman of the Central Depository, in spite of the fact that he is incompatible with the position, according to the regulations of the Financial Oversight Authority in effect, and despite his not even having filed a complete application.
Also, the General Shareholder Meeting has elected the members of the Board of Directors and the other eight candidates backed by the BSE, of which three were non-eligible (board members Adrian Lupşan, Robert Pană and Stere Farmache).
Since the BSE is the majority shareholder of the Central Depository, its vote was decisive in yesterday's general shareholder meeting, thus invalidating any contrary opinions.
Since back in April when it held its General Shareholder Meeting, the management of the BSE was hoping that the ASF would change the regulations that prohibit the holding of multiple positions with the BSE and the Central Depository, meaning that the CEO and the directors of the BSE would be allowed to participate in the elections of the Central Depository.
But this hasn't happened, the BSE has cheekily moved forward, meaning it has succeeded in embarrassing itself: the Central Depository will submit the list of elected directors that are incompatible to the ASF, for approval.
In the General Shareholder Meeting, the management of the Central Depository warned that some of the candidates did not meet the eligibility criteria and put up for vote the decision to have them included on the list of candidates, even though there were some who took this gesture as a shirking of the responsibility, as they considered that the Depository shouldn't have allowed incompatible candidates to run in the first place.
"The Board of Directors should have removed the incompatible candidates from the list! How could anyone think that the General Shareholder Meeting would reject them? How can anyone expect Sobolewski to remove himself from the race", sources from the market told us, which disregard the fact that the structure of the Board of Directors reflects the fact that the BSE is a majority shareholder in the Depository (and then the rhetorical question remains valid - "How can anyone expect Sobolewski to deny his own application?").
The General Shareholder Meeting of the Central Depository was rather quick, as Ludwik Sobolewski called the shots, with the vote of the BSE being decisive.
The Board of the Exchange had previously decided to support the nine candidates established in April, in full awareness of their incompatibility. Also, three of the candidates are part of the Board of Directors of the BSE, so that tilted the balance, as other directors have opposed accepting the ineligible candidates.
Yesterday, some of the shareholders raised the question whether Sobolewski had the right to vote on the newly introduced item on the agenda concerning the acceptance of the incompatible candidates. According to some sources, Sobolewski shut the attendees up by claiming that he was the legal representative of the BSE. In spite of this, the power of attorney of the BSE was granted to deputy director Alin Barbu, who voted alongside Sobolewski.
Four of the board members elected by the shareholders of the Depository come from the previous team - Cecilia Manta, Adrian Simionescu, Dana Mirela Ionescu and Carmen Dumitrescu, as well as Răzvan Paşol, the president of Intercapital Invest.
The behavior of the Board and of the CEO of the BSE, on the occasion of the elections from the Depository, shows contempt for the rules, for the Authority, for shareholders and for corporate governance.
An institution that should be extremely strict when it comes to rules, and should set an example for issuers and for the companies that want to get listed, is acting in an outrageous manner, posturing and demonstrating its unrelenting stubbornness at any cost. At the cost of its reputation, and of tainting the trust it should inspire.
That's awesome!
The Central Depository, has a president that has been elected in spite of his incompatibility and with an application lacking important documentation - the certified copy of his degree, the tax record certificate, issued by the Romanian authorities and the equivalent documents issued by the authorities in their country of origin.
The notorious Cătălin Chelu has fled the country and is wanted by the Romanian authorities, after being convicted, but he would have probably had no problem running for the Depository as well.
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