English
Under the threat of dismissal, the current management of the Bucharest Stock Exchange shows off its weapons in a move meant to intimidate. The Board of Directors of Bucharest has scheduled a meeting for today to discuss the introduction of a dual management structure for the BSE, consisting of a supervisory board and of a directorate, and the summoning of the shareholder in a meeting in order to decide on the amendment of the company's bylaws. In other words, the directors of the BSE want to hold another General Shareholder Meeting, after the one which will have decided their fate. On January 9th, 2012, the shareholders need to decide whether they accept the proposal to dismiss the current management and if they do, to elect a new one.
According to rumors in the market, the current president, Stere Farmache, resorted to this solution to gain the support of SIF2 "Moldova", which owns about 5% of the shares of the BSE, at the elections of January 9th.
Ciprian Zah, the vice-president of the Bucharest Stock Exchange, yesterday said that, if the majority of the members of the Council of the BSE approve the introduction of the dual management system, then a General Extraordinary Shareholder Meeting will be summoned, in which the shareholders will decide to amend the articles of incorporation, for the purpose of implementing the new management structure.
Ciprian Zah considers that, even though this system will bring many benefits to the Stock Exchange, the moment is not adequate. "I will propose that the discussions concerning the change in the management system be held in the General Shareholder Meeting for the end-of-year assessment or for the newly elected directors (ed. note: on January 9th) to take over by default the functions of the Supervisory Board", he said.
The discussions concerning this new management system have begun ever since spring, when the corporate governance code was adopted, but so far nobody mentioned this subject.
The summoning of another General Shareholder Meeting, together with the dismissal of Valentin Ionescu from the position of General manager, may be viewed as a response to the proposal to dismiss the Board of Directors. Valentin Ionescu was fired in November, shortly after a group of shareholders which owned 9.41% of the BSE requested the replacement of the members of the Board of Directors. The Board justified its decision by claiming that the General Manager only achieved 10% of its main contractual target". It seems however, that the majority of the members of the Board assumed at the time that Valentin Ionescu actually tried to bring together the shareholders that opposed the current Board.
• The dual management system
This type of management system is defined by the law of commercial companies, which sets apart the attributions of the executive and non-executive bodies.
According to the law, the management of the company lies exclusively with the directorate, which carries out all of the actions needed and useful for achieving the company's objectives, with the exception of those reserved by the law for the Supervisory Board and the General Shareholder Meeting.
The directorate, which consists of one or several members appointed by the Supervisory Board, carries out its role under the watch of the latter.
On the other hand, the members of the Supervisory Board are appointed by the General Shareholder Meeting, with the exception of the first members, who are appointed through the articles of incorporation.
The Supervisory Board exerts permanent control of the management of the company by the directorate, and appoints and revokes the members of the directorate.
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On the agenda of the General Shareholder Meeting of January 9th, the list of candidates for the position of chairman of the BSE includes the current chairman, Stere Farmache, the chief-economist of BCR, Lucian Anghel, and the president of the Association of Brokers, Dan Paul. For a seat on the board of directors, there are 19 people competing.
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