PREPARED PURSUANT TO LAW NO. 24/2017, LAW NO. 74/2015, LAW NO. 243/2019,
ASF REGULATION NO. 5/2018, ASF REGULATION NO. 10/2015, ASF REGULATION NO. 7/2020
AND ASF RULE NO. 39/2015
This Report of the Board of Directors is provided as a free translation from Romanian,
which is the official and binding version. In case of inconsistencies between the information provided
in Romanian and those provided in English, Romanian language shall prevail.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|1
CONTENTS
MAIN FINANCIAL AND OPERATIONAL INFORMATION
2
GENERAL INFORMATION ON THE COMPANY
3
1. ANALYSIS OF SIF BANAT-CRIȘANA ACTIVITY
4
Economic environment
4
Analysis of the portfolio
6
Net asset value (NAV) evolution
8
Portfolio structure
10
Stock portfolio management
13
Risk management
21
Human resources
30
Tangible assets of the company
31
Litigations
32
Perspectives for 2022
32
2. THE SHARES ISSUED BY SIF BANAT-CRIȘANA
34
3. CORPORATE GOVERNANCE
38
4. FINANCIAL ANALYSIS
58
Standalone financial position
58
Statement on the standalone profit and loss and other comprehensive income
59
Standalone cash flow statement
61
5. OTHER SIGNIFICANT INFORMATION
63
6. EVENTS AFTER THE REPORTING PERIOD
68
7. PROPOSALS OF THE BOARD OF DIRECTORS
69
ANNEX 1
Standalone Financial Statements as of December 31, 2021, prepared pursuant to International
Financial Reporting Standards adopted by the European Union and ASF Rule no. 39/2015
ANNEX 2
Statement of SIF Banat-Crișana assets and liabilities as of December 31, 2021, and the detailed
statement of investments (as per Annexes no. 10 and 11 to Regulation no. 7/2020)
ANNEX 3
Compliance with the Code of Corporate Governance issued by BVB
ANNEX 4
Statement on the compliance with the principles of corporate governance as per
ASF Regulation no. 2/2016
ANNEX 5
Annual Report of the Nomination and Remuneration Committee
ANNEX 6
SIF Banat-Crișana’s Remuneration Report for 2021
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|2
MAIN FINANCIAL AND OPERATIONAL INFORMATION
FINANCIAL POSITION [RONm]
2019
2020
2021
Total assets, of which
2,926.68
2,883.77
3,607.39
Total financial assets
2,900.02
2,859.53
3,579.13
Equity
2,748.20
2,729.90
3,416.13
Total liabilities
178.47
153.87
191.26
FINANCIAL PERFORMANCE (IFRS) [RONm]
2019
2020
2021
Income
121.54
94.84
135.55
Gain on investment
75.95
27.82
288.29
Expenses
22.24
28.47
27.50
Gross profit
175.26
94.18
396.34
Net profit for the year
159.49
92.12
387.00
FINANCIAL INDICATORS [%]
2019
2020
2021
ROE (net profit / equity)
5.80
3.37
11.33
ROA (net profit / total assets)
5.45
3.19
10.73
Gross profit margin (gross profit / total income)
66.54
30.47
73.32
SHARES AND NET ASSET PERFORMANCE
2019
2020
2021
Share price (year end, in RON)
2.7300
2.2000
2.5400
Net asset value* / share (RON)
5.2959
5.6051
6.7170
PER**
8.9
12.3
3.4
Dividend / share (RON)
-
-
***
Accounting net asset / share (RON)
5.3411
5.3055
6.7311
Nominal value of share (RON)
0.1
0.1
0.1
Number of issued shares
517,460,724
515,422,363
515,422,363
Number of outstanding shares
514,542,363
514,542,363
507,510,056
* calculated acc. to ASF regulations
** calculated using EPS for the average number of shares in the respective year
*** as per GMS decision
OPERATIONAL DATA
2019
2020
2021
Number of employees, year end
34
34
33
Number of branch offices
1
1
1
SHAREHOLDING STRUCTURE as of December 31, 2021
number of shareholders
stake
Romanian individuals
5,741,881
39.98%
Non-resident individuals
2,095
0.35%
Romanian legal entities
118
37.84%
SIF Banat-Crișana (treasury stock)*
1
1.54%
Non-resident legal entities
25
20.29%
TOTAL
5,744,120
100%
* repurchased in 2021
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|3
GENERAL INFORMATION ON THE COMPANY
COMPANY NAME
Societatea de Investiții Financiare Banat-Crișana S.A. (hereinafter referred to as
“SIF Banat-Crișana” or “the Company”)
COMPANY TYPE
▪ joint stock company, Romanian legal entity with entire private capital
▪ established as a self-managed investment company, authorized by the Financial
Supervisory Authority as Alternative Investment Fund Manager (AIFM) - Authorization
no. 78 / 09.03.2018, and as closed-ended alternative investment fund, diversified,
addressed to retail investors (AIFRI) - Authorization no. 130 / 01.07.2021
SHARE CAPITAL
▪ RON 51,542,236.30 – subscribed and paid-in capital
▪ 514,422,363 shares issued; 507,510,056 outstanding shares as of December 31, 2021
▪ RON 0.10 per share nominal value
REGISTRATIONS
▪ Number in Trade Register J02/1898/1992
▪ Tax Identification Code RO 2761040
▪ Number in ASF AFIAA Register PJR07.1AFIAA / 020007 / 09.03.2018
▪ Number in ASF FIAIR Register PJR09FIAIR / 020004 / 01.07.2021
▪ Legal Entity Identifier (LEI) 254900GAQ2XT8DPA7274
MAIN ACTIVITY
Main activity is, as per the classification of economic activities in the national economy
(CAEN): financial intermediation, except for insurance and pension funds (CAEN code
64), and the main object of activity: Other financial intermediation n.c.a. (CAEN code
6499):
▪ portfolio management
▪ risk management;
▪ other activities carried out within the collective management of an investment
fund, allowed by the legislation in force.
TRADING MARKET
The company is listed since November 1, 1999, on the regulated market of Bucharest
Stock Exchange (BVB or BSE) – Premium category - ticker SIF1
FINANCIAL AUDITOR
Deloitte Audit S.R.L.
DEPOSITARY BANK
Banca Comercială Română (BCR)
SHARES AND
SHAREHOLDERS’ REGISTER
Depozitarul Central S.A. Bucharest
HEADQUARTERS
Arad, 35A Calea Victoriei, 310158, Romania
TEL +40257 304 438 FAX +40257 250 165
EMAIL sifbc@sif1.ro WEB www.sif1.ro
BRANCH
SIF Banat-Crișana SA Arad-Bucharest Branch-Rahmaninov
46-48 S. V. Rahmaninov Str., 3rd floor, sector 2, 020199, Bucharest
CONTACT Investor Relations: email investitori@sif1.ro tel +40257 304 446
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|4
1. ANALYSIS OF SIF BANAT-CRIȘANA ACTIVITY
Economic environment
Domestic economic environment
Macroeconomic indicators in Romania have evolved divergently in recent times, following the
negative impact on economy generated on the one hand by the pandemic situation and the
significant increases in consumer goods prices fuelled by consistent surges in energy, food, and
non-commodity prices, and on the other hand by the military offensive launched by Russia against
Ukraine on February 24, 2022.
The service sector continued to be severely impacted in 2021 by the measures to halt the spread
of SARS-CoV-2 disease. The sharp rise in inflation has prompted central banks to adopt a more
cautious monetary policy and raise interest rates. In the first part of 2021, the National Bank of
Romania reduced by a step the reference interest rate from 1.50% to 1.25%, to support the
economy affected by the pandemic, but against the background of a strong inflationary trend, it
adjusted monetary policy from dovish to hawkish. In H2 2021, NBR raised the monetary policy
interest rate in two stages from 1.25% to 1.75%. At present, the monetary policy rate set by the
NBR is 2.50%, but the symmetrical corridor consisting of interest for the deposit facility (which is
currently at 1.50%) and interest for the lending facility (3.50%) has been extended.
The unemployment rate remained at a reasonable level, and the number of insolvencies
(especially among HoReCa companies) increased at a moderate pace. The latest data published
by the National Institute of Statistics showed an unemployment rate in December 2021 of 5.4%
compared to the 6.4% reported by the European Union and a slight increase in the number of
insolvencies compared to 2020.
After a slowdown of -3.7% in 2020, the progress of real GDP (adjusted for inflation) in 2021 was
5.9%, according to data revised in March 2022 and published by INS. The advance was largely
supported by household consumption and investments while exports made a negative
contribution. Towards the end of 2021, the growth slowed down due to supply chain constraints,
the new wave of SARS-CoV-2 infections and the sharp rise in inflation.
The annual consumer price index for 2021, reported by INS, was 5.1% (up from 2.6% in 2020), a
distance that deviated from the multi-annual stationary inflation target adopted by the ECB and
NBR of 2,5%, aimed at ensuring price stability and moving to the EU's long-term continuing
inflation target.
Foreign direct investment amounted to 7.25 billion euros in 2021 (compared to 3 billion euros in
2020) of which equity investments (including estimated net reinvested profit) amounted to a net
value of 5.78 billion euros, and intragroup loans amounted to 1.47 billion euros.
At the same time, NBR reported that the current account deficit significantly deepened, exceeding
16.95 billion euros in 2021, compared to 10.98 billion euros in the previous year. The current
account deficit and the public debt were also expanding, but the limits on the deficit thresholds
were temporarily raised in order to intervene effectively during the health crisis caused by the
spread of the SARS-CoV-2 virus.
The course of the local currency against the euro had moderate changes but with a slightly
downward trend, resulting in an average annual exchange rate of RON 4,9204 / EUR in 2021
compared to RON 4,8371 / EUR in 2020. In relation to the US dollar, the evolution of the exchange
rate can be considered relatively stable, the annual average in 2021 being at RON 4.1604 / USD
compared to 4.2440 in the same period of 2020. There were no excessive volatilities of exchange
rate.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|5
Rating agencies reviewed Romania's outlook, Moody's and Standard & Poor's gave a stable outlook
while Fitch reported a negative outlook. The ratings were maintained at Baa3 by Moody's and S&P
and Fitch rated the current conditions at a BBB- rating.
BVB / BSE capital market
The Romanian capital market ended 2021 as one of the best years in recent history in terms of
growth rate. The BET index delivered a yield of 33% in 2021, ranking among CEE performers in
terms of yield. BET-TR index, which also includes dividends, ended 2021 with a growth of +40%,
which represents a performance in a context dominated by the uncertainties generated by the
coronavirus pandemic. BET-TR index ended 2021 at a level of 23,113 points, which is a new all-
time high.
Procedures have been started to simplify tax procedures for individual investors by introducing
the withholding tax system for capital gains.
Starting with December 20, 2021, Romanian companies became more visible internationally after
the Bucharest Stock Exchange increased its presence in the indices of the global supplier FTSE
Russell to seven companies: Banca Transilvania (TLV), Nuclearelectrica (SNN), OMV Petrom (SNP),
TeraPlast (TRP) and One United Properties (ONE) in the FTSE Global All-Cap indices, and Bittnet
(BNET) and Transport Trade Services (TTS) in the FTSE Global Micro-Cap index.
The total value of trades with all types of financial instruments on the Regulated Market of BVB
exceeded the threshold of RON 20 billion (aprox. 4 billion euros). The daily average trading with
all types of financial instruments (shares, fixed income instruments, structured products, fund
units, ETFs) reached RON 79.4 million, the equivalent of 16.1 million euros.
In 2021, BVB had 23 listings of issuers of shares with a total equivalent value of 234 million euros
and 45 issues of fixed income securities with a total value of 1.8 billion euros.
According to data published by the Investor Compensation Fund (FCI), in the first nine months of
last year, the number of direct investors in BVB exceeded 74,000 participants. The number of those
who work indirectly on the stock exchange, through investment funds, reached 540,000 investors
at the end of November, according to the Romanian Association of Fund Managers (AAF).
For an institutional investment environment, these amounts continue to mean limited market
liquidity and hide high risks if there is a will or need to sell the holdings listed on BVB (difficulty /
impossibility of exit).
At the end of 2021, the stock market valuation indicators failed to hold on to similar values in the
same period of 2019 (the pre-pandemic period) due to the economic effects of the pandemic, but
higher trading volumes supported the progress of demand.
In the last month of 2021, the P / E indicator was 11.64 compared to 8.85 in 2020 and 8.81 in 2019,
P / BV was 1.15 compared to 0.91 in 2020 and 1.07 in 2019 and DY was 4.47% compared to 6.49%
in 2020 and 6.79% in 2019.
International economic environment
Most countries have taken steps to stimulate their own economies to combat the negative
economic effects resulting from the restrictions imposed by the COVID-19 pandemic, which have
adversely impacted the tourism and HoReCa segment, but which have also caused significant
damage to industrial production, as a result of disruptions in global supply chains. Monetary and
fiscal stimulus have largely offset the damage caused by the pandemic and raised financial
markets to historic highs by the end of the year. Commodity prices, stock markets, the real estate
market have followed upward trends rarely seen in the past due to low interest rates and the
package of massive economic incentives globally.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|6
Analysis of the portfolio
The investment strategy of SIF Banat-Crișana aims to maximize the performance of the portfolio
in order to increase the value of assets under management and investment income.
The financial objective is to make use of an aggregate return on the portfolio generated from
dividend and capital gains.
SIF Banat-Crișana has as investment objective the efficient management of a diversified portfolio
of quality assets, able to ensure a constant flow of income, the conservation and medium-long
term capital growth, to increase the value shareholders and obtain high return form the invested
capital.
Strategic allocations by asset class and within each class are based on assessments of the
individual attractiveness of investment opportunities, given the current macroeconomic and
market environment.
Investments are made over a certain period, under regulated prudential conditions, under
adequate monitoring and control of risks, in order to ensure a constant balance between risk and
expected return. The investment decision-making process is formalized through internal
procedures and competency levels approved by the company's Board of Directors.
The company applies an exit strategy adapted to the specifics of each investment, defined based
on the applied strategy, the investment objectives, the conditions of the exit transaction.
The execution of various exit strategies is adapted and correlated with a series of internal and
external factors, such as: general economic outlook, course of financial markets, liquidity of listed
equity securities and daily trading volumes, small business regionality, access barriers depending
on the shareholders’ structure, Company’s needs for liquidity.
Lines of action in portfolio management:
• establishment of a diverse portfolio of assets apt to reach the targeted returns at the decided
risk level
• improving portfolio quality, as basis for its growth and capacity to constantly generate revenues
• portfolio management and development to adapt to the overall risk profile
• development of specific areas of expertise that form the basis of operations
• improvement of corporate governance practices
SIF Banat–Crișana has under management a diversified portfolio, and the financial instruments in
which it invests are mainly shares, fixed income financial instruments and fund units. All significant
holdings of the Fund are structured, according to the relevant portfolios of financial instruments
and their risks, into 3 classes of instruments as follows: (i) equity instruments: listed shares,
unlisted shares; (ii) debt instruments: government bonds, municipal bonds, corporate bonds, bank
deposits (investments), units of funds issued by AIF, (iii) derivative instruments for the purpose of
reducing / hedging / managing risk.
In the investment process, SIF Banat-Crișana acknowledges that global sustainability challenges,
including climate change, resource scarcity and human rights are of critical importance and need
to be addressed. In this regard, to provide long-term value to the investments made, SIF Banat-
Crișana analyses the sustainability risk of issuers regarding the criteria applied to determine
whether an economic activity qualifies as sustainable and contributes substantially to one or more
among the sustainability objectives.
SIF Banat-Crișana does not currently consider the potential negative effects of investment
decisions on sustainability factors, as described in this process in EU Regulation 2088/2019, for the
following reasons:
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|7
- The requirements to be met by financial market participants, formulated by EU Regulation
2088/2019 (SFDR), and supplemented by EU Regulation 852/2020 on establishing a framework
to facilitate sustainable investment, cover only environmental and not social issues and the
labour force or governance issues.
- Data and information on issuers or financial products classified as sustainable are limited and
non-uniform.
- The complexity of the requirements set out in the published regulations and in the draft
technical standards requires additional time for the adequacy of the sustainability risk analysis
and reporting processes.
Understanding the importance of ESG factors and their long-term impact, SIF Banat-Crișana will
consider, depending on the clarification of the above-mentioned matters, to analyse and decide
on the consideration of the negative effects of investment decisions on the sustainability factors,
informing investors on any new concrete steps taken in this regard.
Additional information on the objectives and investment policy, as well as the description of the
types of assets in which SIF Banat-Crișana can invest as an Alternative Investment Fund addressed
to Retail Investors (AIFRI; in Romanian: FIAIR) are presented in detail in the fund's operating
documents, available for consultation. on the company's website, at www.sif1.ro, in the section
Corporate Governance › AIFRI.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|8
Net asset value (NAV) evolution
SIF Banat-Crișana net asset value (NAV) as of December 31, 2021, amounted to
RON 3,408,921,783
1
, up 18.2% as compared to RON 2,884,036,120 as of December 31, 2020,
while net asset value per share (NAV/S) was of RON 6.7170 on December 31, 2021, vs. RON 5.6051
as of December 31, 2020.
The calculation of NAV and NAV/S is performed by SIF Banat-Crișana on a monthly basis, the values
are certified by the depositary bank Banca Comercială Română (BCR). Throughout 2021, the
valuation of assets for the calculation of SIF Banat-Crișana NAV was carried out in full compliance
with the regulations issued by the Financial Supervisory Authority.
NAV and NAV/S for each month were submitted to Bucharest Stock Exchange and the Financial
Supervisory Authority – Financial Instruments and Investments Sector, and are permanently
available to investors, as they are published on SIF Banat-Crișana website (www.sif1.ro) no later
than 15 calendar days from the end of the period for which reporting is done.
The value of the total assets of SIF Banat-Crișana, calculated according to ASF regulations, had a
constantly positive progress in 2021, ranging between RON 2.9 billion (January 2021) and RON 3.6
billion (December 2021).
Over the same period, the progress of the net asset value had a rise of 18.2%. A slight decrease of
NAV was recorded in July 2021 as a result of the change in the NAV calculation formula by including
tax on deferred profit in the total debts of the company, as per the provisions of ASF Regulation
no. 7/2020 applicable from the date of authorization of SIF Banat-Crișana as FAIFRI (July 1, 2021).
1
Net Asset Value as of 31.12.2021 was recalculated as follows: portfolio items (shares) valued on the basis of valuation
reports - recorded at values updated as of 31.12.2021; non-portfolio items - based on the final balance sheet underlying
the preparation of the standalone annual financial statements subject to the approval of the OGM of April 28 (29), 2022.
Statement of assets and liabilities of SIF Banat-Crișana as of December 31, 2021, and detailed statement of investments
(as per annexes 10 and 11 to Regulation No. 7/2020) - recalculated and certified by the depositary of assets, Banca
Comercială Română - are attached to this report.
2,910
2,901
3,082
3,160
3,249
3,308
3,146
3,265
3,375
3,294
3,307
3,409
Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sept. Oct. Nov. Dec.
1,000
1,400
1,800
2,200
2,600
3,000
3,400
RON million (mRON)
NET ASSET VALUE IN 2021
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|9
NOTE: net asset values (NAV) are those reported for the end of December for each year; for 2008 – 2015 non-portfolio items
were calculated based on accounting records pursuant to Romanian Accounting Regulations (RAS) in force at that time; and
under IFRS for 2016 – 2021; mk. cap. calculated using closing price for SIF1 in the last trading day of each year
The methodology for calculating the net asset value
During January – June 2021, NAV calculation was performed in accordance with the provisions of
the ASF Regulation no. 10/2015, ASF Regulation no. 15/2004, ASF Regulation no. 9/2014 amended
and supplemented by ASF Regulations no. 2/2018 and no. 20/2020.
Starting with July 1, 2021, the date of authorization of SIF Banat-Crișana as an alternative
investment fund addressed to retail investors, the calculation of the net asset value was performed
in accordance with the provisions of Law no. 243/2019 on alternative investment funds and for the
amendment and completion of certain normative acts and of the ASF Regulation no. 7/2020 on the
authorization and operation of alternative investment funds with subsequent amendments and
completions. From this date, the reporting formats of statement of assets and liabilities, respectively
the detailed statement of investments, related to the reporting period comply with the content
established in annexes no. 10 and 11 of the ASF Regulation no. 7/2020, with subsequent
amendments and completions.
According to ASF Regulation no. 7/2020, the net asset value of an AIFRI established as an
investment company is determined as the difference between the total value of the assets and the
sum of the accrued expenses and deferred income. Both current and non-current debts and
accrued provisions are included in the calculation of the total amount of debts. In accordance with
these regulations, starting with July 1, 2021, following the authorization of SIF Banat-Crișana as
AIFRI, the company calculated the net asset value by adding the deferred income tax (non-current
debt) to the total debts. In the chart above for the monthly evolution of NAV in 2021, the change
in the NAV for July compared to the value for June is mainly due to the increase in the value of debt
as a result of the inclusion of deferred income tax.
The statement of SIF Banat-Crișana’s assets and liabilities as of December 31, 2021, prepared as
per the provisions of annex 10 to Regulation no. 7/202 is presented as annex to this report.
Throughout 2021, the valuation of assets for the calculation of net asset value was carried out in
accordance with the regulations issued by the Financial Supervisory Authority, the provisions of
ASF Regulation no. 10/2015 and of ASF Regulation no. 9/2014 (art. 113-122), with subsequent
amendments and completions.
1,011
1,542
1,361
1,301
1,321
1,597
1,604
1,841
1,921
2,593
2,228
2,725
2,884
3,409
305
620
557 496
666
709
715
926
1,014
1,440
1,056
1,413
1,134
1,309
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
200
800
1,400
2,000
2,600
3,200
NET ASSET VALUE vs. MARKET CAPITALIZATION
NAV
SIF1 mk. cap.
RON million
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|10
As per these regulations:
- Financial instruments admitted to trading or traded in the last 30 trading days on a regulated
market or in systems other than regulated markets, including in an alternative trading system in
Romania, from a Member State or a non-member, are measured:
a) At the closing price of the market segment considered as the main market or the reference
price provided in trading systems other than regulated markets including alternative systems
by the operator of that trading system for the day for which the calculation is made;
b) By way of exception from the provisions of letter a) above, in the case of joint stock
companies admitted to trading on a regulated market or a multilateral trading system with a
liquidity considered by SIF Banat-Crișana, based on a judgment of prudential value in relation
to the active market defined by International Financial Reporting Standard 13 - Fair value
measurement (IFRS 13), as irrelevant for the application of the marking to market valuation
method, the shares of those companies will be measured in the assets of SIF Banat-Crișana
in in accordance with the evaluation standards in force, according to the law, based on an
evaluation report. SIF Banat-Crișana maintained in 2021 this valuation method for the
following portfolio companies: SIF Imobiliare PLC (symbol SIFI), SIF Hoteluri SA (symbol CAOR), and
IAMU SA (symbol IAMU).
- Securities not admitted to trading on a regulated market or not traded in the last 30 trading days
are valued at the book (accounting) value per share resulting from the last annual financial
statements, respectively the value of equity included in the monthly reports to BNR (National Bank
of Romania) for credit institutions.
- In the case of joint stock companies not admitted to trading in a regulated market or alternative
system, in which SIF Banat-Crișana holds more than 33% of the share capital, those shares are
measured in SIF Banat-Crișana net asset exclusively in accordance with the international standards
evaluation based on an evaluation report, updated at least annually. These companies are
presented in a separate annex under the Detailed Portfolio Statement.
- Fixed income financial instruments are measured using the method based on the daily
recognition of interest and amortization of the discount / premium for the period passed from the
date of the investment.
- The shares of companies in insolvency, judicial liquidation or reorganization proceedings are
valued at zero until the procedure is completed.
- The values of non-portfolio items taken into account in the calculation of net assets are in
accordance with International Financial Reporting Standards ("IFRS").
The valuation methods applied by the Company to evaluate the financial assets in the portfolio
are presented on Company’s website, www.sif1.ro, in the operating documents as AIFRI, namely
Simplified Prospectus, Rules of the Fund in the section Corporate Governance › AIFRI, and in the
section Investments › Net Asset › Net asset value calculation methodology.
Portfolio structure
The investment limits and restrictions incidental to the operations carried out by SIF Banat-Crișana
during 2021 complied with the incidental legal provisions, established by Law no. 243/2019 on the
regulation of alternative investment funds.
The strategy for asset allocation aims to maximize the performance of the portfolio within the
prudential conditions set by regulations applicable toe company’s business.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|11
The management has established procedures for internal risk management, to identify, monitor
and cover the risks associated with the investments made by SIF Banat-Crișana. The management
regularly reviews compliance with prudential limits and investment restrictions. If violations of the
applicable investment restrictions are found due to changes in stock market prices or other
circumstances, the management is compelled to take immediate action to correct these breaches.
The investment limits and restrictions incidental to the operations carried out by SIF Banat-Crișana
during 2021 complied with the legal provisions incidental to the status of Closed, Diversified
Alternative Investment Fund addressed to retail investors and no violations of these limits were
recorded.
The detailed statement of SIF Banat-Crișana’s investments as of December 31, 2021, prepared
pursuant to Annex 11 of Regulation no. 7/2020, is presented as annex to this report.
As of December 31, 2021, the value of SIF Banat-Crișana’s stock portfolio reached RON 2,795.19m
(2020: RON 2,358.17m) weighting 82% in the total assets under management at 2021 year-end.
Stock portfolio structure
A significant share in the portfolio structure as of 31.12.2021 is still held by the banking-financial
sector (50.50%), that includes banks, AIF and AIFM (SIFs) and other companies in the financial field;
the commerce - real estate sector (24.07%) and the pharmaceuticals sector (11.11%).
The financial-banking sector further has the largest weight in the portfolio, and the value of the
shareholdings in this sector, calculated as per ASF regulations, raised during the year 2021, due to
the progress of share prices on the trading markets.
SIF Banat-Crișana’s portfolio of assets under management has been within the holding limits
64.7%
13%
10.3%
1.2%
9.4%
1.5%
ASSETS UNDER MANAGEMENT as at December 31, 2021
breakdown on classes (weight on total assets)
total assets under
management
RON 3,600m
■
listed shares
value RON 2,328.99m
(2020: RON 1,951.14m)
■
unlisted shares
value RON 466.21m
(2020: RON 407m)
■
unlisted fund units
value RON 369.18m
(2020: RON 305.83m)
■
corporate bonds
value RON 42.38m
(2020: RON 53.60m)
■
bank deposits and cash available
value RON 339.36m
(2020: RON 150.69m)
■
receivables and other assets
value RON 54.07m
(2020: RON 23.38m)
Note: values calculated as of December 31, 2021, and December 31,
2020, acc. to ASF Regulations no. 9/2014, no. 10/2015, and no. 2/2018
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|12
provided by the ASF regulations throughout 2021. Detailed information is presented in the
subchapter Risk Management.
--
--
51%
24%
11%
6%
3%
3%
2%
STOCK PORTFOLIO - sector breakdown
portfolio value
2,795 mRON
46%
5%
11%
38%
STOCK PORTFOLIO - breakdown on shareholdings
98 companies
RON 2,795m
■
banking-financials, financial investments, asset management
stakes in 13 companies, worth RON 1,411.53m
(31.12.2020: RON 1,151.26m)
■
commerce – real estate
stakes in 12 companies, worth RON 672.83
m
(31.12.2020: RON 617.32m)
■
pharmaceuticals
stakes in 2 companies, worth RON 310.57m
(31.12.2020: RON 161.86m)
■
cardboard and paper
stakes in 4 companies, worth RON
154.97m
(31.12.2020: RON 122.43m)
■
hospitality (hotels and restaurants)
stakes in 4 companies, worth RON 97.65
m
(31.12.2020: RON 100.03m)
■
energy - utilities
stakes in 6 companies, worth RON 79.31m
(31.12.2020: RON 72.33m)
■
other industries and activities
stakes in 57 companies, worth RON 68.34m
(31.12.2020: RON 132.94m)
Note: percentages in the chart represent the stake of the category in the stock
portfolio as of December 31, 2021; values calculated pursuant to ASF
Regulations no. 9/2014, no. 10/2015, and no. 2/2018
■ up to 5%
Shareholdings up to 5% in 32 companies
worth RON 1,289.29m (31.12.2020: RON 1,025.35m)
■ 5-33%
Shareholdings between 5-33% in 50 companies
worth RON 154.67m (31.12.2020: RON 208.71m)
■ 33-50%
shareholdings between 33-50% in 3 companies
worth RON 301.99m (31.12.2020: RON 155.46m)
■ above 50%
majority stakes, above 50%, in 13 companies
worth RON 1,049.23m (31.12.2020: RON 968.65m)
Note: percentages in the chart represent the stake of the category in the stock
portfolio as of December 31, 2021; values calculated pursuant to ASF Regulations
no. 9/2014, no. 10/2015, and no. 2/2018
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|13
--
--
------
Stock portfolio management
As at 2021-year end, SIF Banat-Crișana was majority stakeholder (with a stake above 50%) in 13
companies, (2020: 13) with an aggregate value of RON 1,049.23m, standing for 31% of NAV.
Throughout 2021, the management of SIF Banat-Crișana continued its efforts to streamline the
process of managing the majority holdings, by actively involving and supporting the development
plans and medium and long-term strategies of the companies. SIF Banat-Crișana collected
dividends amounting to RON 130.45 million, generated mainly by the recommencement of
dividend distribution of banking companies, and especially by dividends collected from several
majority holdings (SIF Imobiliare, Azuga Turism, Vrancart).
83%
17%
STOCK PORTFOLIO - breakdown on liquidity
98 companies
RON 2,795m
■ listed companies
RON 2,328.99m (31.12.2020: RON 1,951.14m) value of holdings in 34 companies
(31.12.2020: 42)
■
unlisted companies
RON 466.21m (31.12.2020: RON 407.03m) value of holdings in 64 companies
(31.12.2020: 74)
Note: percentages in the chart represent the stake of the category in the stock
portfolio as of December 31, 2021; values calculated pursuant to ASF Regulations no.
9/2014, no. 10/2015, and no. 2/2018
80%
20%
STOCK PORTFOLIO - breakdown by region
■ Romania
RON 2,244.03m (31.12.2020: RON 1,813.91m) value of holdings in 96 companies
(31.12.2020: 114)
■
external markets
RON 551.16m (31.12.2020: RON 544.27m) value of holdings in 2 companies
(31.12.2020: 2): Austria (1 company – Erste Bank), Cyprus (1 company –
SIF Imobiliare)
Note: percentages in the chart represent the stake of the category in the stock
portfolio as of December 31, 2021; values calculated pursuant to ASF Regulations no.
9/2014, no. 10/2015, and no. 2/2018
98 companies
RON 2,795m
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|14
TOP 10 COMPANIES IN SIF BANAT-CRIȘANA PORTFOLIO as of December 31, 2021
Company (market symbol)
Sector
Stake
Value of stake*
[RON]
% of
NAV
1
Banca Transilvania (TLV)
banking - financial
4.78%
777,833,705
22,82%
2
SIF Imobiliare Plc (SIFI)
real estate
99.99%
346,555,946
10,17%
3
Biofarm (BIO)
pharmaceuticals
36.75%
301,988,554
8,86%
4
SIF1 IMGB
real estate
99.92%
241,615,614
7,09%
5
BRD Groupe Société Générale (BRD)
banking – financial
1.95%
240,994,297
7,07%
6
Erste Group Bank AG (EBS)
banking – financial
0.23%
204,603,935
6,00%
7
Vrancart (VNC)
cardboard and paper
75.06%
154,883,211
4,54%
8
SAI Muntenia Invest
financial (AIFM)
98.99%
88,812,234
2,61%
9
SIF Hoteluri (CAOR)
hospitality
98.99%
67,177,115
1,97%
10
SIF Muntenia (SIF4)
financial (AIF)
5.12%
62,895,942
1,85%
TOTAL
2.487.360.552
72.97%
* computed as per ASF Regulations ASF no. 9/2014 (art. 113-122), no. 10/2015 și no. 7/2020, NAV = net asset value
With stakes held mainly in companies listed on regulated markets, the structure and exposure of
the portfolio aim to adapt to the dynamic economic realities of recent years, as well as to a balance
and diversification between different economic branches, to capture their development and
growth potential, in correlation with the investment risks assumed.
There is a constant need for strategic rebalancing of the portfolio, for which the dynamics of the
economy, macroeconomic and geopolitical factors, as well as capital markets are continuously
analysed, identifying, as far as possible, the risk factors that may affect the portfolio of the
Company.
Information on the largest holdings in the stock portfolio
1. BANCA TRANSILVANIA
RESULTS FOR THE GROUP (RONm)
2020
2021p
∆
Net interest income
2,580,067
2,739,836
6.19%
Net fee and commission income
656,440
806,276
22.83%
Net trading income
310,121
461,286
48.74%
Other operating income
390,576
340,780
-12.75%
Net banking income
3,937,204
4,348,178
10.44%
Operating expenses
-1,782,284
-2,090,983
17.32%
CoR (Cost of Risk)
-783,884
-234,827
-
Net Profit
1,197,305
1,782,704
48.89%
ROE (Return on Equity)
13.8%
20.0%
LDR (Loan-to-Deposit Ratio)
45.7%
45.1%
CAR (Capital Adequacy Ratio)
22.2%
24.5%
Cost/Income
45.3%
48.1%
Banca Transilvania reported a preliminary net profit up 49% YO (respectively by RON 585.4m),
mainly due to the YOY reduction by RON 549m of net expenses with adjustments for assets,
provisions for other risks and credit commitments (cost of risk).
Personnel expenses unexpectedly increased (+20.9%, from RON 958.9m to RON 1,159m), and the
dynamics of the growth of total assets (+20.99% YOY) was lower than that of total debts (+23.3%
YOY) resulting in a 1.8% decline of equity. The non-performing exposure rate remained very low
at 2.7% and with a very high coverage rate of 166%, the 2-digit increase in net credit output and
the rising trend in interest rates are a solid basis for a further positive operational performance of
the bank.
Banca Transilvania, ticker TLV and ISIN ROTLVAACNOR1, is listed on BVB and traded in the Main
segment, Premium category.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|15
2. SIF IMOBILIARE
2015
2016
2017
2018
2019
2020
Revenues [EURm]
12.35
10.38
7.85
7.52
6.92
5.82
Gross Profit [EURm]
8.61
4.47
4.59
10.03
4.62
7.94
Net Profit [EURm]
6.37
4.35
4.28
9.49
3.28
6.95
consolidated financial statements
SIF Imobiliare Plc is the important company in from the real-estate sector in SIF Banat-Crișana’s
portfolio, holding a stake of 99.99% of its share capital.
The holding SIF Imobiliare Plc was established in 2013 following the decision of SIF Banat-Crișana
to create a centralized managing structure, according to the principles of an integrated
management, for several companies with activities in the real estate field. This decision was based
on the unification of objectives, the minimization of operational costs, the maximization of
revenues and at the same time to seize the opportunities arising in the market.
The General Meeting of Shareholders of April 2021 decided to distribute the amount of 10,574,938
euros as dividends from the profits of 2019 and 2020.
After a difficult year 2020, caused by the impact of the health crisis on the real estate market, 2021
is a year of recovery, both the Industrial and Retail divisions generated rising revenues and profits.
SIF Imobiliare Plc is listed on BVB since December 23, 2013, its securities are traded on AeRo
exchange segment under the ticker SIFI (ISIN: CY0104062217). The independent auditor for
SIF Imobiliare Plc is Evoserve Auditors Limited from Cyprus.
3. BIOFARM
2017
2018
2019
2020
2021p
Turnover [RONm]
170.2
184.2
202.8
216.4
239
Operating Profit [RONm]
43
47.2
60.8
63.5of
68.6
Net Profit [RONm]
36
38.4
50.8
54.2
60
Dividends [RONm]
18.7
9.8
30.5
21.6
n/a
As of December 31, 2021, SIF Banat-Crișana holds 362,096,587 BIO shares, a stake of 36.75% of
Biofarm’s share capital.
The main events that defined Biofarm in 2021 were: the celebration of 100 years of activity and
the inauguration of one of the most modern drug factories in Romania, an investment of 35 million
euros, from own funds.
Biofarm's portfolio covers the most important therapeutic areas in the Consumer Healthcare
division - digestive & metabolic, respiratory & ENT, cardiovascular & circulatory, nervous system,
multivitamins, 9 brands in the portfolio, having the leading position in terms of volumes in the
reference markets.
In 2021, Company’s turnover increased +10.4%, and net profit raised +10.7%.
Biofarm, ticker BIO, ISIN: ROBIOFACNOR9, is listed on BVB since November 19, 1996, currently
traded in Main segment, Premium category.
4. SIF1 IMGB
SIF Banat Crișana purchased, during 4Q 2020, the majority stake in Doosan IMGB S.A.,
representing 99.92% of the share capital.
Following the General Meeting of Shareholders in January 2020, the termination of the production
activity was approved, a cessation that took place gradually between February and May 2020.
In 2021, the General Meeting of Shareholders approved the strategy of capitalization of assets and
settlement of the Company's liabilities with a view to transforming the former industrial platform
into a modern mixed urban project. Thus, in the first half of 2021, according to the GMS decision
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|16
of March 2021, measures were initiated / carried out to capitalize on the surplus assets of SIF1
IMGB SA.
After the company registered a loss of RON 22.9m in 2020, the year in which the cessation of
activity took place, the preliminary results for the financial year 2021 indicate a net profit of RON
47.5m.
5. BRD - GROUPE SOCIÉTÉ GÉNÉRALE
Results for the Group (RONm)
2020
2021p
∆
Net interest income
1,956,653
1,953,108
-0.18%
Net fee and commission income
674,289
726,595
7.76%
Net trading income
270,818
244,316
-9.79%
Net banking income
2,926,532
2,950,439
0.82%
Operating expenses
-1,481,372
-
1,514,608
2.24%
CoR
-312,900
159,233
Net Profit
951,565
1,279,256
34.44%
ROE (Return on Equity)
11.0%
13.5%
LDR (Loan-to-Deposit Ratio)
57.6%
60.8%
Cost/Income
50.6%
51.3%
NPL (Non-Performing Loan)
3.0%
3.1%
11.0%
13.5%
The Bank recorded a preliminary net result for 2021 up 34% YoY following the reversal of
provisions (net cost of positive risk of + 43m versus -313m in 2020), as both revenues and
operating expenses increased by 0,8% and 2.2% respectively YoY.
There is an 11% YoY increase in loans, with total assets rising by 8.7% YoY to RON 67bn.
Following the fact that the bank is capitalized above the operational needs, the shareholders
approved the payment of a “one-off” dividend of RON 2.4164 / share in 2022 followed by the return
to the level (%) of distribution before the pandemic.
BRD-Groupe Société Générale, ticker BRD and ISIN ROBRDBACNOR2, is listed on BVB, traded in
the Main segment, Premium category.
6. ERSTE GROUP BANK AG
Results for the Group (EURm)
2020
2021p
∆
NII (Net Interest Income)
4,774.8
4,975.7
4.2%
Net fee and commission income
1,976.8
2,303.7
16.5%
Net trading income
137.6
58.6
-57.4%
Operating result
2,662.8
3,092.2
16.1%
Operating income
7,155.1
7,742.0
8.2%
Operating expenses
-4,220.5
-4,306.5
2.0%
CoR
-1,294.8
-158.8
Net Profit
783.1
1,923.4
145.60%
CAR (Capital Adequacy Ratio)
19.70%
19.10%
ROE (Return on Equity)
4.7%
11.6%
LDR (Loan-to-Deposit Ratio)
86.9%
85.6%
NIM (Net Interest Margin)
2.08%
2.05%
Cost/Income
59.0%
55.6%
NPL (Non-Performing Loan)
2.7%
2.4%
With the operating income significantly affected by net interest income and net fee and
commission income, and a positive year-on-year difference in risk cost of more than EUR 1.1bn,
the preliminary net result for 2021 rose 135% year-on-year to 2.4 bn EUR.
Operating expenses were kept under control, increasing marginally by 2%. Profitability measured
by ROE returned to two digits (11.6% vs 4.7% in 2020).
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|17
The management reiterated its intention to propose the distribution of a gross dividend of EUR
1.60 / share.
The securities issued by Erste Group Bank AG, ticker EBS, ISIN: AT0000652011, are listed on Vienna,
Prague, and Bucharest Stock Exchange.
7. VRANCART
2020
2021p
Turnover [RONm]
349.7
453.9
Operating Profit [RONm]
24.7
13.3
Financial result [RONm]
-6.1
-4.6
Amortization and Depreciation [RONm]
34.8
35.1
Net Profit [RONm]
16.6
7.7
* consolidated results
In 2021, although the turnover of Vrancart SA Group increased 30% YoY, the difficult
macroeconomic context materialized by the increase of costs with utilities, raw materials, and
personnel, encumbered a higher dynamic to the increase of operating expenses, the Group closing
the year with a declining operational result YoY by 19% compared to 2020. In the conditions of
relatively constant non-cash expenses with amortization and depreciation of fixed assets, the
preliminary net result for 2021 decreased to 7.7mRON.
Vrancart SA, ticker VNC, ISIN: ROVRJUACNOR7, is listed on BVB, currently traded in the Main
segment, Standard category.
8. SAI MUNTENIA
2019
2020
2021
Total Income [RONm]
26.14
20.69
53.11
Total Expenses [RONm]
13.89
13.00
10.72
Net Profit [RONm]
12.25
6.80
35.86
Societatea de Administrare a Investițiilor (Investment Management Company) Muntenia Invest SA
(“SAI Muntenia Invest SA”) was established in 1997, as a joint stock company, and entered in
SIF Banat-Crișana’s portfolio in 2013. SAI Muntenia Invest has no subsidiaries, branches, or places
of business.
The company's main activity (as per the Code of Classification of Activities in the National Economy
– other financial intermediation n.c.a.) is the management of collective investment undertakings
in transferable securities (UCITS, Ro: OPCVM) established in Romania or in another Member State,
and the activity of management of alternative investment funds (AIF), in compliance with the
provisions of the relevant legislation. The activity of SAI Muntenia Invest is regulated and
supervised by ASF.
Starting with December 21, 2017, SAI Muntenia Invest is registered as Alternative Investment Fund
Manager (AIFM) and was registered in ASF Register as registered AIFM. Thus, SAI Muntenia Invest
may carry out both the activities of management of collective investment undertakings (UCITS)
and alternative fund management activities (AIF), regarding portfolio management and risk
management.
The activity of SAI Muntenia Invest was carried out during 2021 in compliance with the provisions
of Law no. 31/1990 on trading companies, GEO no. 32/2012 and ASF Regulation no. 9/2014 as
authorized AIF, and Law no. 74/2015 on the managers of alternative investment funds and ASF
Regulation no. 10/2015, as registered AIFM, as well as in accordance with the provisions of its
articles of incorporation and own internal regulations.
The current activity of SAI Muntenia Invest SA carried out during 2021 was the management of
SIF Muntenia S.A. and of closed-end investment fund FDI Plus Invest.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|18
Administration, management of the financial assets portfolio and making financial investments
for SIF Muntenia S.A. were made in compliance with the legal provisions in force, the provisions of
the management contract concluded between the Company and SIF Muntenia S.A., the articles of
association of SIF Muntenia S.A., as well as the provisions of the Management Program approved
by the General Meeting of Shareholders of SIF Muntenia S.A. held in April 2021.
FDI Plus Invest operates under the authorization issued by ASF no. A/86/09.04.2014 and it is
registered in the ASF Registry under no. CSC06FDIR/120092.
FDI Plus Invest has as its objective investing the financial resources in such a way as to provide
investors with the protection of invested capital from the eroding effect induced by long-term
inflation and obtaining higher returns than they would obtain should they individually invested
the amounts in bank deposits.
The management of the Fund was carried out in 2021 in terms of continuity, in compliance with
the Fund’s documents and the legal regulations in force.
During 2021, SAI Muntenia Invest did not invest on its behalf or through entities managed in
derivative financial instruments (traded on regulated markets, on organized trading systems (OTF)
or outside markets (OTC) and not has not used leverage, collateral, or asset reuse techniques, nor
has it carried out securities financing transaction (SFT) operations, nor has it used full return swap
instruments, as defined by the EU Regulation 2015 / 2365.
According to the Statement published by SAI Muntenia Invest regarding the implementation of
Regulation (EU) 2019/2088 on sustainability‐related disclosures in the financial services sector, the
company did not take into account in 2021 the negative effects of investment decisions on
sustainability factors, proposing its regularly reassessment and inform investors of any future
changes.
9. SIF HOTELURI
2019
2020
2021p
Turnover [RONm]
26.5
8.33
16.4
Operating Profit [RONm]
0.61
-13.5
4.75
Net Profit [RONm]
1.5
-13.3
4.62
EBITDA [RONm]
5.294
-10.0
7.16
SIF Banat-Crișana owns a stake of 98.99% of the share capital of SIF Hoteluri.
The company SIF Hoteluri is listed on BVB with the ticker CAOR.
The condition generated by COVID-19 and the restrictions consequently adopted by the
government caused an unprecedented crisis in the hotel industry, and the activity of SIF Hoteluri
was drastically impacted mainly in 2020, but also during 2021, when SIF Hoteluri faced both with
the risks specific to its current operation and with the severe risks installed at the level of the hotel
industry generated by the pandemic.
In the management of the company, it was primarily aimed the reduction of financial exposure
and maintaining the financial health of the company, to ensure the conditions for overcoming
difficult periods and ensuring business continuity.
In 2021, the activity of the hotels in the company's patrimony gradually relaunched, at the end of
the year the turnover at company level rose over 96% vs. 2020. The increase was generated both
by the partial recommencement of hotel activities with reduction of COVID 19 restrictions, but also
of the registration of the “HoReCa” non-reimbursable financing contract according to GEO
224/2020 obtained by the company.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|19
10. SIF MUNTENIA
2020
2021p
Net Profit [RONm]
-25.86
266.19
Dividends [RONm]
-
n/a
SIF Muntenia is a closed-end financial investment fund with a diversified investment policy. The
strategic objectives assumed by the fund are the continuation of the portfolio restructuring
process and its efficient management, respectively the continuation of the investment process,
focusing on investments in Romania.
The Financial Supervisory Authority issued on 09.07.2021 the authorization by which SIF Muntenia
SA was classified as an Alternative Investment Fund for Retail Investors (FIAIR), having as
depositary BRD - Groupe Société Générale SA and being under the management of SAI Muntenia
Invest SA.
On December 31, 2021, SIF Banat-Crișana holds a stake representing 5.12% of the share capital of
SIF Muntenia.
Workout portfolio
In the internal structure of holdings management, the workout portfolio consists of companies
undergoing various stages during the procedure of judicial liquidation, insolvency or those
inactive, and those likely to enter the insolvency proceedings.
As of December 31, 2021, the number of companies in the workout portfolio was of 47 (2020: 54).
Most of these companies originate from the earlier portfolio taken from FPP1 when SIF Banat-
Crișana was established, and they are not the result of portfolio investment decisions.
During the year 2021, two new companies were included in the workout portfolio. At the same
time, eight companies whose value was provisioned in previous years were stricken off the
portfolio, and a company was sold on the capital market.
At the end of 2021, 40 companies in the portfolio were still in bankruptcy / insolvency / dissolution
proceedings. All these companies are reflected in the calculated value of the portfolio at zero.
The Company monitors the progress of these companies in the workout portfolio, without
allocating significant resources. The main activities concerning these companies are: (i) monitoring
and recording important events occurring in their situation; (ii) exercising shareholder’s duties,
monitoring the legality and expediency of the decisions of their governing bodies; (iii) choosing the
appropriate legal means to protect the interests of the Company as a result of possible unlawful
OGM decisions; (iv) preparing and submitting declarations of debt / other legal papers that need
to be prepared; (v) periodically checking of the files for insolvency in Insolvency Bulletin and Courts’
Portal and Trade Register website; (vi) the removal of records when companies are de-registered.
Purchases and sales of financial assets in 2021
During 2021 the following acquisitions of financial assets were carried out:
• on the domestic markets in a total amount of RON 80.7m, of which RON 12.9m purchases of
securities recorded at fair value through profit and loss, and RON 67.8m represent
acquisitions of securities recorded at fair value through other comprehensive income;
• shares acquired free of charge as a result of the share capital increase by the incorporation
of profit by Banca Transilvania (25.2m shares);
Disposals financial assets during 2021 include:
• sales of listed shares reflected at fair value through other comprehensive income, on the
domestic markets, in the total amount of RON 196.8m, with a gain of RON 117.7m,
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|20
• the value of securities stricken off the portfolio following the liquidation of companies in the
total amount of RON 9.3m (net book value adjusted to zero in the previous years);
• redemption at maturity of the bonds issued by SIFI BH retail (2,200,000 euros – January 2021).
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|21
Risk Management
SIF Banat-Crișana acknowledges its exposure to financial and operational risks resulting from daily
activities, and the achievement of its strategic objectives. In this context, SIF Banat-Crișana's policy
on significant risk management provides the framework for the identification, assessment,
monitoring, and control of these risks, in order to maintain them at acceptable levels depending on
the Company's risk appetite and its ability to cover, absorb or mitigate these risks.
SIF Banat-Crișana’s policy on significant risk management comprises all the elements necessary for
risk management operations associated with each investment position to be properly identified,
assessed, managed, and monitored, including using appropriate crisis simulation procedures. The
company has implemented a documented procedure for pre-investment verification, which monitors
whether the investment / divestment process is carried out according to the investment strategy,
objectives and risk profile chosen.
Risk profile and risk limits
By nature of the object of activity, the Company is exposed both to the risks associated with the
financial instruments and to the markets on which it has exposures, as well as to certain
operational risks, which can materialize in loss of capital or low investment performance in relation
to the chosen risks.
The strategy of management of significant risks assumed by the Board of Directors is based on
risk management objectives and pursues three parameters: risk appetite, risk profile and risk
tolerance.
Risk appetite
As per the Policy on the management of significant risks, SIF Banat-Crișana’s Board of Directors
has assumed a medium risk appetite, representing the level of risk that the Company accepts for
new exposures, in addition to the risk arising from existing exposures in its portfolio.
This objective considers the fact that, in conditions of economic difficulties, the Company will
objectively accept a higher level of risk from the existing exposures of the Company's portfolio but
will take all necessary measures to reduce the risk appetite for new (future) exposures.
The company's risk appetite is clearly connected to the overall business strategy and business
plan.
Risk profile
Represents all the risks to which the Company is estimated to be exposed depending on the
strategic objectives and the defined risk appetite. By risk management, the risk profile is not
considered as a static measure, but a dynamic assessment of the evolving risks, at a
predetermined frequency that would protect as solidly as possible the Company’s investment
portfolio exposed to risk. The role of the risk profile is to determine the size of each significant risk
and the overall level of risk, based on relevant, qualitative, and quantitative indicators.
The Board of Directors approved the classification of the global risk of the Company at
MEDIUM level in 2021, corresponding to a medium risk appetite.
The risk management policy is based on a system of limits used to monitor and control significant
risks, in accordance with the risk profile and the approved investment strategy.
The risk profile is annually assessed and monitored against the established risk level objectives.
Depending on the progress of the risk profile in relation to these objectives, as well as the temporal
dimension of a certain evolution, corrective or control measures of the risk factors may be
ordered.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|22
The annual assessment of the global risk profile and setting the risk limits for 2021 was based on
the information contained in the periodic risk reports from 2019 to 2020 and the stress tests
performed in 2018-2020 and setting the risk limits considered the structure of the asset portfolio
and the obligation to comply with the prudential holding limits in accordance with AIF legislation.
The objectives of the Risk Management Office for 2021 considered both the identification of risk-
generating situations in the activity associated with the management of the SIF Banat-Crișana
portfolio and its secondary risks, and the risk assessment with strict compliance with regulations
specific to the field of activity (both national and European directives and regulations) and the
adequacy of working procedures to the new regulations on the activity of the AIFM / AIF.
The action plan for ensuring the continuity of the risk management activity for 2021 was approved
by the Board of Directors in January 2021.
Main risks for the Company
The significant risks to which SIF Banat-Crișana is exposed are market risk, comprising the sub-
categories: price / position risk, interest rate risk, foreign exchange risk and concentration risk,
liquidity risk, credit and counterparty risk, operational risk including the sub-categories: risk
related to technical resources / IT systems, professional risk, model / process risk, risk associated
with outsourced activities, other risks including sub-categories: reputational risk, strategic risk,
regulatory risk, tax-related risk, business-related risk.
The Company's exposure to each of the aforementioned risks is detailed in Note 4 to the Financial
Statements.
In the analysis of risks and their materialization potential, all significant holdings of the Company
were structured according to the relevant portfolios of financial instruments into 3 classes of
instruments as follows: (i) equity instruments: listed shares, unlisted shares; (ii) debt instruments:
government bonds, municipal bonds, corporate bonds, bank deposits (investments), fund units
issued by AIF, (iii) derivative instruments for the purpose of risk reduction / hedging / management.
For the risks associated with each class of instruments mentioned, the rules of identification,
assessment and monitoring described in the approved specific risk procedures shall apply.
a) Market risk
Market risk is the risk resulting from the unfavourable variation in the value or revenues made
from the assets held, or from changes in exchange rates or interest rates.
The objective of market risk management is to control and manage market risk exposures in
acceptable parameters to the extent that profitability is optimized against the associated risk.
The Company's strategy on managing market risk is handled within the investment objective, and
market risk is managed in accordance with policies and procedures considered most appropriate.
The Company is exposed to the risk that the fair value of the financial instruments held will
fluctuate following the changes in market prices caused either by factors specific to the activity of
issuers or by factors affecting all instruments traded on the market.
The four subcategories of market risk specific to financial instrument portfolios are: price / position
risk, interest rate volatility risk, currency risk and concentration risk.
PROXI-85 risk portfolio, a reference for price risk in the traded stock portfolio, is analysed
compared to the total risk of the BET-BK index as a forecast of future volatilities.
The capital market rebounded with the resumption of economic activities following the global
health crisis triggered by the COVID-19 pandemic, the stock market indices recorded new all-time
highs (BET over 13,000 points, BET-TR over 23,000 points).
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In this context, the market value of PROXI-85 increased against the background of the exit from
the area of excessive volatility, the risk of the portfolio has steadily progressed. As of 31.12.2021,
VaR for the PROXI-85 portfolio was 9.89% of the market value of RON 2,024 million. Tracking-error,
indicating active management and representing the risk for the part of the PROXI-85 portfolio
other than the BET-BK benchmark, was 6.25% and Expected shortfall (Conditional VaR), which
indicates the potential loss of the portfolio in extreme cases of exceeding the 99% confidence level,
was of 12.09%, lower as compared to the half-year data.
With respect to interest-bearing financial instruments, the Company's policy is to invest in short-
term financial instruments in general, thus partially reducing both the risk of fluctuation and the
risk of maturity differences (the Company has no liabilities with maturities over 1 year).
Only small stake of net assets (1.18%) is placed in corporate bonds, whose interest rates are
unlikely to vary significantly. Thus, the Company is subject to limited exposure to changes in fair
value or future cash flows due to fluctuations in prevailing market interest rate levels.
The company did not use derivative financial instruments for hedging against interest rate
fluctuations.
Financial instruments denominated in euro: shares and corporate bonds, as well as monetary
instruments: deposits and current accounts, are subject to currency risk. The amounts
representing the balance of current accounts opened in currencies other than EURO (GBP and
USD) are of the level of thousands of RON, irrelevant for the currency risk analysis.
The company traded both in Romanian currency (Leu or RON) and foreign currency (Euro) in 2021,
the Romanian currency fluctuated compared to foreign currencies, but the exchange rate volatility
was no a high one, its growth being tempered by the monetary policy and the intervention of the
NBR. The value of Company's portfolio exposure (shares, bonds, deposits, and current accounts)
represents a weight of 16.08% of total assets as of December 2021.
The company did not make any derivative transactions on the exchange rate during the financial
year presented.
The Company's exposure diversification policy applies to the structure of the portfolio, the
structure of the business model, as well as the structure of exposures to financial risks. This
diversification policy implies: (i) diversifying the portfolio by avoiding excessive exposure to a
debtor, issuer, country, or geographical region; (ii) the diversification of the structure of the
business plan aims at the level of the Company to avoid excessive exposure to a certain line of
business / sector of activity; diversifying the structure of financial risks aims at avoiding excessive
exposure to a certain type of financial risk.
Due to the specifics of the portfolio, the exposure on the banking sector remains significant,
issuers in the banking sector and issued financial instruments (equity instruments, deposits, and
current accounts) have a share of 45.21% in TA as of 31.12.2021. The exposure increase is mainly
due to the upsurge of the prices of listed bank shares (TLV, EBS and BRD) and the collection of
dividends distributed by issuers in the portfolio, and sale operations. Banks are most exposed to
systemic and contagion risk in crisis situations, a positive aspect of these holdings is the liquidity
of the investment.
b) Liquidity risk
The company carefully maintains a level of liquidity appropriate to its underlying obligations,
based on an assessment of the relative liquidity of the assets on the market, carefully considering
the period required for liquidation and the price or value at which those assets can be liquidated,
as well as their sensitivity to market risks or other market factors.
In the risk management process, the liquidity of the financial instruments portfolio is analysed
separately from the liquidity risk related to the Company's payment obligations.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|24
The liquidity risk related to the company's payment obligations is very low, as current debts can
be immediately covered by the current account balance and short-term deposits. The valuation of
net LCR indicator as of December 31, 2021, is 26.73, indicating a much higher asset value than the
current debt value.
The Company systematically monitors the liquidity profile of assets, considering the marginal
contribution of each asset that may have a significant impact on liquidity, as well as significant
liabilities and commitments, contingent or otherwise, that the Company may have in relation to
its underlying obligations.
The Company has implemented procedures and policies that establish appropriate actions to
measure liquidity to assess the quantitative and qualitative risks of the positions and expected
investments that have a significant impact on the liquidity profile of the asset portfolio, in order to
properly measure their effects on the global liquidity profile.
To limit / avoid liquidity risk, the Company systematically monitors the liquidity profile of assets
and liabilities and will continuously adopt a prudent cash outflow policy.
c) Credit risk
Credit risk is the risk of an economic loss due to a counterparty's failure to meet contractual
obligations or the increased default risk during the transaction as a result of changes in the factors
that determine the credit quality of an asset.
Counterparty risk is a contingent one, any loss being dependent on a counterparty's failure
(credit risk) in an ongoing transaction (market risk) at the time of the credit counterparty’s default.
The company is exposed to credit and counterparty risk as a result of investments made in bonds
issued by companies, current accounts and bank deposits and other receivables.
Cash held by the Company, which is not invested in portfolio companies or government securities,
may be placed in short-term bank deposits. The credit risk is also diminished by placing the
Company's cash in several banks. In 2021, bank deposits were made at the highest ranked banking
institutions in the system, with a rating similar or close to the country rating (BBB+ and BB+,
confirmed by Fitch Rating Agency in June 2021).
Credit risk management is performed by closely and constantly monitoring credit risk exposures
so that the Company does not suffer losses as a result of the concentration of credit in a certain
sector or field of activity.
The diversification of exposures in the banking sector, through investments in deposits in euro on
short and medium term, was used as a means of protection against fees and negative interest
rates charged by the largest Romanian banks, and protection against rising inflation.
The assessment of the counterparty's credit risk indicators based on exposure to unlisted or
unrated issuers and based on exposure by business sectors leads to the conclusion that they fall
within the approved risk limits for a medium risk appetite.
The company did not trade derivative financial instruments (listed or OTC), so it is not subject to
counterparty risk.
d) Operational risk
Operational risk is the risk of direct or indirect losses resulting from deficiencies or weaknesses
in procedures, personnel, the Company's internal systems or from external events that could
impact its operations. Operational risks arise from all activities of the Company.
The Company's objective of managing operational risk in such a way as to limit financial losses, to
not damage its reputation, to achieve its investment objective and to generate benefits for
investors, was met throughout the year.
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The risk limits for the operational risk subcategories (legal, professional, process / model and
associated with outsourced activities) are established as a result of the risk indicator assessment
(KRI), the appetite for operational risk being medium.
For the year 2021, based on the value of the assets under management on the last working day of
the previous year, SIF Banat-Crișana was included in the category of medium risk for the risks
generated by the information systems. In March 2021, the internal assessment of the operational
risks generated by the information systems according to the ASF Norm no. 4/2018 for the year
2020 was performed.
During 2021 there were no incidents of an operational risk arising from IT systems. All the
important IT systems comply with the requirements of art. 16 of the ASF Rule no. 4/2018, ensuring
the integrity, confidentiality, authenticity, and availability of data in accordance with the risk
category of the important computer system internally defined.
Given the persistent incidence of pandemic risk on the health and safety of employees, measures
have been further been taken within the Company to combat this risk, being observed, and strictly
applied the measures provided in the Business Continuity Plan so that the situations of
contamination (spread) of the SARS COV2 virus could be timely prevented.
Risk of money laundering and terrorist financing (ML/TF)
The Company makes sure that it takes appropriate measures to identify and assess the risks
related to money laundering and terrorist financing, considering the risk factors, including those
relating to customers, countries or geographical areas, products, services, transactions, or
distribution channels, in proportion to the nature and size of its activity. The assessment of ML /
TF risks associated with the clientele of SIF Banat-Crișana is performed both at the initiation of a
business relationship and after the transaction, if during it one of the risk factors changes.
Following the ML / FT risk assessment for 2021, it turned out that all business partners have an
inherently low risk (score between 0-5 points). Simplified customer awareness and normal
business monitoring measures have been applied. The total residual risk remaining after the
internal controls have been applied to the inherent risk leads to the conclusion that the exposure
of SIF Banat-Crișana to the risk of ML / TF is low and falls within the appetite and limits approved
by the Board of Directors.
e) Other risks the Company is exposed to
The internal assessment of other types of risks not included in the main categories (market, credit,
liquidity, operational) consists in their qualitative assessment depending on the impact it could
cause on the income, expenses, and value of Company's assets.
From a risk management perspective, reputational risk can be divided into two important classes:
(i) the belief that the Company can and will deliver on its promises to shareholders and investors;
(ii) the belief that the Company conducts its business properly and adheres to ethical practices.
Regarding the efficient management of events that may give rise to reputational risk, the Risk
Management Office monitored the image of the Company in the media in order to identify any
events/rumours that could generate reputational risk and link them with the course of SIF1 stock
on BVB (BSE).
Reputational risk assessment falls within the low risk level for 2021, no direct relationship was
found between the course of the SIF1 stock market price and the image of the Company in the
media, the decline in the last quarter can be attributed to the execution of buyback programs and
the investors’ concern on the evolution of the COVID-19 pandemic in 4th wave.
The Company's policy on strategic risk addresses the establishing of rational long-term strategic
objectives, the management structure constantly adopting a prudential policy to mitigate / avoid
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|26
strategic risk and will continuously monitor the progress of the market in relation to budgeted
operations.
According to the internal evaluation methodology, the strategic risk is low for the Company.
Regulatory (compliance) risk is uncontrollable and unquantifiable in that neither the triggering event
nor the level of impact can be anticipated. The regulatory risk assessment is part of the medium
risk appetite. On July 1, 2021, SIF Banat-Crișana was authorized as AIFRI and the legal regulations
in this regard became applicable. From a qualitative point of view, the management of regulatory
risk was achieved by permanently adapting policies, rules, and procedures to changes occurred
and by reducing or increasing the level of activities where appropriate.
Compliance risks are considered as parts of the risk management framework. The compliance
function monitors all aspects of compliance with legal and regulatory provisions and provides
reports to directors on a regular basis, if necessary, in cooperation with the risk management
function.
The taxation risk remains medium, the interpretation of texts and the practical implementation of
the procedures of the new applicable tax regulations harmonized with European legislation could
vary from entity to entity, and there is a risk that in some situations the tax authorities will adopt
a different position from that of the Company.
The business environment risk was high in the difficult internal macroeconomic context by
prolonging the medical crisis over which the energy crisis overlapped, they maintained the risk
regarding the tensions of macroeconomic balances at a severe level, according to NBR.
In Q4 2021, globally, significant increases in consumer goods prices continued, with a more
pronounced impact on the inflation targets of many central banks. Inflation continued to be
fuelled by strong increases in the prices of energy products, food, and other non-energy
commodities. In a global climate dominated by multiple and synchronized supply-side inflationary
shocks, some price increases are being transferred to a significant extent to the final consumer
goods as well.
Also, 4th wave of the COVID-19 pandemic and associated restrictive measures continued to
generate uncertainty and high risks to short-term forecasts in the context of the severe public
health crisis.
The Romanian capital market concluded 2021 as one of the best years in recent history in terms
of growth rate. The BET index had a yield of +33% in 2021, ranking among the performers in the
EEC in terms of yield. The BET-TR index, which includes dividends, ended 2021 up +40% to a level
of 23,113 points, a new all-time high, which is impressive in a context dominated by the
uncertainties generated by the pandemic.
Rating agencies reviewed Romania's outlook, Moody's and Standard & Poor's gave a stable outlook
while Fitch reported a negative outlook. Ratings have been maintained, Baa3 from Moody's and
S&P and Fitch have rated current conditions at a BBB- rating.
SIF Banat-Crișana takes the necessary measures for the sustainability and development of the
Company in the existing conditions on the financial market, by monitoring the cash flows and the
adequacy of the investment policies.
The avoidance of risks, the mitigation of their effects, are ensured by the Company through an
investment policy that respects the prudential rules imposed by the applicable legal provisions
and regulations in force.
No exceedances of the risk limits at the level of the global risk profile were reported during 2021.
As a result of this assessment, it is ascertained that the analysed risks fit in the average global risk
profile.
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Through risk management, both by prior substantiation of investments and by ex-post
monitoring, the Company ensures that portfolio management is within the appropriate risk
parameters.
Internal mechanisms to ensure monitoring of exposure limits
The internal regulatory framework is represented by the following documents: (i) SIF Banat-
Crișana Simplified Prospectus, Registration document Part two; (ii) The internal regulations of
SIF Banat-Crișana, in force since January 1, 2020; (iii) Significant risk management policy; (iv) The
methodology of verification and periodic reporting of compliance with the investment limits
according to the provisions of art. 35 par. (2) of FIA Law 243/2019, approved by the Board of
Directors; (v) The procedure for prior verification at the time of investment; (vi) Working procedure
for conducting depository and custody operations.
Periodic monitoring and reporting
The verification and reporting of compliance with the investment limits is performed monthly,
together with the calculation and reporting of the statement of SIF Banat-Crișana assets and
liabilities, to the senior management and the operational offices. At the request of the depositary
bank BCR, this is also sent to them for double verification.
Prior verification at the time of investment
The person responsible for risk management analyses the investment proposals prepared by the
Investment Managers to ensure that the risks associated with each investment position and their
overall effect on the portfolio correspond to the investment objectives and risk profile approved
by the Board.
The risk opinion, in which the investment proposals are analysed and are verified both the
compliance with the holding limits specified by art. 35 para. (2) of Law 243/2019 as well as the
investment risk limits defined by the global risk profile, together with the Investment Report
constitute the documents based on which the investments are approved according to the Decision
and Signature Competencies within the Company.
Exposures higher than 10% on instruments issued by the same issuer are on Banca Transilvania SA
(largest weight TA of 21.61%) and SIF Imobiliare PLC (weight of 10.30% in TA). These holdings
together represent an exposure of 31.90% of the TA without exceeding the upper limit of 80%.
On 31.12.2021 SIF Banat-Crișana holds a number of 9,878,329 shares issued by Depozitarul
Central, a stake of 3.9057% of the share capital of the issuer, a number of 142,500 shares issued
by the Central Counterparty CCP.RO, a stake of 1.7857% in the share capital of the issuer.
As of 31.12.2021, SIF Banat-Crișana holds a number of 372,352 shares issued by the market
operator Bucharest Stock Exchange, a stake of 4.6259% in the share capital of the issuer.
During 2021, the assets portfolio of SIF Banat-Crișana complied with the legal provisions in
force regarding the permitted investments and the holding limits specified by Law
243/2019, Law 24/2017 and ASF Regulation no. 3/2016.
Leverage
Through the Simplified Prospectus and the Rules of SIF Banat-Crișana, as a FIAIR, the Company
has stipulated that it does not use substantially (continuously and consistently) the leverage effect,
defined as any method by which the AIFM increases the exposure of an AIF it manages either by
loan of cash or securities, or by positions of derivative financial instruments or by any other means,
in the process of portfolio management, respectively the methods used to increase the portfolio
exposure will comply with the average risk profile decided.
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Through the Risk Management Policy and the Authorization Documents as AIFRI, the Company
ensures that its overall exposure to derivative financial instruments in the portfolio under
management does not exceed the total value of its assets, SIF Banat-Crișana will not use financing
operations through financial instruments and will not invest in Total Return Swap instruments as
defined by Regulation (EU) no. 2365/2015. SIF Banat-Crișana cannot make short sales, defined
according to the provisions of Regulation (EU) no. 236/2012 aspects of credit risk swaps, other
than for the purpose of hedging (risks).
Leverage is expressed as the ratio between the overall exposure of the financial instruments
portfolio and the net asset value. The calculation of the exposure is made using the gross method
and the commitment method according to the provisions of EU Regulation 231/2013 art. 7 and
art. 8, Annex I on “Methods of increasing the exposure of an AIF” and Annex II on “Conversion
methodologies for financial derivatives” and the approved internal procedures.
Throughout 2021, the Company did not use leverage for its portfolio under management, not
having the tools to generate such an effect. As of December 31, 2021, the leverage indicator by the
gross method had the value of 99.77% (vs. 99.46% / Q3; 93.5% / Q2 and 95.48% / Q1 2021) and by
the commitment method 100%.
The calculation for the global exposure through the two methods and the leverage indicator was
presented for information to the Board of Directors as an integral part of the periodic quarterly
risk reports.
Starting with July 2021, with the publication of the Statement of assets and liabilities in accordance
with the ASF Regulation no. 7/2020 (Annexes 10 and 11), SIF Banat-Crișana as AIFRI, calculates and
publishes monthly the level of leverage and the value of the global exposure calculated at the
reporting date for the assets, according to the provisions of EU Regulation no. 231/2013.
Crisis simulations
The Risk Management Office carried out a crisis simulation in Q4 2021, the methodology of which
was approved by the Board of Directors on November 12, 2021, with the reference date being
October 31, 2021.
The methodology was based on the European Systemic Risk Board's forecasts on the risks and
vulnerabilities of the non-banking financial sector. Calibration of stressors and shocks were based
on the scenario and time horizon for which the stress conditions were tested, respectively the
expectation of a capital markets decline between 10% and 20% for the last quarter of 2021 and
the first quarter of 2022, followed by a consolidation at lower levels.
The crisis simulation highlights the effects of significant risks that the company may face in
turbulent financial markets. The analysis of investment risk and liquidity risk in the analysed
scenarios indicates that they are in line with expectations (assumed limits) and the nature of the
portfolio of financial instruments. Market risk is the most important risk that SIF Banat-Crișana has
to manage, the depreciation of assets in crisis situations can have a significant impact on the
financial results as well as the global risk profile.
Comparing the results of stress tests performed since 2018, it was observed that due to the
increase in value of exposures to investment risk, the impact of risks is lower in 2021, maintaining
the same methodology and shocks applied. As a precaution, in 2021 the significance threshold for
credit risk was reduced to RON 10 million and 3*4 scenarios for liquidity risk were simulated.
The analysis of the scenarios and the results of the stress test are useful for finding the critical
points having influence on the investment strategy and setting the objectives.
Given the obligation to apply the Guide 16.07.2020 | ESMA34-39-897, for October 31, 2021, the
liquidity stress simulation was performed to verify compliance with the liquidity risk limits
approved by the global risk profile of SIF Banat-Crișana. The conclusions were as follows:
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|29
- The analysed LST scenario for assets was the decrease of the share prices at the level calculated
in the assumptions of the stress scenario at market risk at the same time with a decrease of trading
volumes by 5%, 10% and 20% respectively. Financial instruments that provide immediate and
reserve liquidity can cover an atypical liquidity requirement of at least RON 445.14 million for the
next 30 days.
- In the LST for liabilities, 4 scenarios were tested: (i) increasing the liquidity requirement on the
debt side by fully distributing the profit obtained until Q3; (ii) a 25% increase in current debt over
their annual average over the last 12 months; (iii) the highest amount paid as dividends or for
buyback programs (including the running costs of the program) in the last 5 years (2016-2021); (iv)
the largest amount requested (not necessarily also approved) by shareholders in an EGMS / OGMS
at SIFBC or other SIFs in the form of cash distribution or buyback programs (maximum 10% of the
subscribed share capital).
- The limits set for the liquidity requirement (LCR) indicator, after applying the shocks analysed in
the combined LST scenarios for assets and liabilities, can be exceeded in the pessimistic scenario
of simultaneous payment of the simulated debt by LST for liabilities and the sale of financial
instruments high-quality liquid assets for which deferred income tax is also paid, simulated by LST
for assets, to obtain short-term liquidity.
Maintaining the prudent management of liquidity by ensuring a liquidity buffer that allows the
current activity in good conditions, as well as defining their management tools are concrete
objectives of the liquidity risk management policy at SIF Banat-Crișana.
The results obtained as a result of performing the annual stress test were presented to the Board
of Directors and approved by it on January 20, 2022, and together with the methodology used,
detailing the tested scenarios, were submitted to ASF on January 31, 2022.
The Liquidity Crisis Simulation Policy (LST Policy) was approved by the Board of Directors in January
2021 and complements SIF Banat-Crișana's Significant Risk Management Policy.
Sustainability Risk – implementing SFDR
Legislative steps at European level, also transposed into national legislation or directly applicable
in Romania are Regulation (EU) 2019/2088 on sustainability‐related disclosures in the financial
services sector (SFDR), Regulation (EU) 2020/852 on the establishment of a framework to facilitate
sustainable investment (Taxonomy Regulation), Delegated Regulation (EU) No 2021/2178
supplementing the Regulation on taxonomy, specifying the content and presentation of
information to be disclosed by non-financial undertakings on environmentally sustainable
economic activities and specifying the methodology to comply with this obligation to provide
information.
Sustainable financing aims to involve the financial sector to support sustainable development in
the context of mitigating the impact of climate change with financial sector entities considering
environmental, social and governance factors (ESG factors) by steering longer-term investments
in sustainable economic activities and projects.
In 2021, SIF Banat-Crișana as an AIFM implemented the Policy on the integration of sustainability
risks in the investment decision-making process, thus aligning with the transparency requirements
according to SFDR. (document available on Company’s site, www.sif1.ro in the Corporate
Governance section)
Sustainability risks are environmental, social or governance events or conditions that, if they occur,
have, or might have, a significant adverse impact on an issuer's assets, financial condition, and
revenues, and on its reputation.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|30
Sustainability risks might significantly impact other types of risk existing at the investment level
and might be a factor that contributes to their materialization: i) credit risk / counterparty risk; ii)
market risk; iii) liquidity risk; iv) operational risk; v) strategic risk and vi) reputational risk.
As presented in the Simplified Prospectus and the Rules of the Fund, documents that formed the
basis of SIF Banat-Crișana’s authorization as FIAIR, the Company analyses the sustainability risk of
issuers with respect to the criteria applied to determine whether an economic activity qualifies
and contributes substantially to one or more of the sustainability objectives to provide long-term
value to the investments made.
SIF Banat-Crișana does not currently take into account the potential negative effects of investment
decisions on sustainability factors, as described in this process under EU Regulation 2088/2019,
and will make sure that, with the uniform application of the requirements for the disclosure of
information on the manner and extent to which the activities of non-financial undertakings are
associated with economic activities that qualify as environmentally sustainable, to disclose as per
the provisions of Delegated Regulation (EU) 2021/2178 the non-financial information on the
proportion of exposures aligned to the taxonomy.
SIF Banat-Crișana will analyse and decide on the consideration of the effects negative impact of
investment decisions on sustainability factors, informing investors of any new concrete steps
taken in this regard.
SIF Banat-Crișana’s remuneration policy, updated in 2021 and approved by shareholders,
promotes effective and sound risk management, without the remuneration structure encouraging
excessive risk-taking in relation to sustainability risks, being correlated with risk-adjusted
performance.
Human resources
SIF Banat-Crișana’s personnel, as of December 31, 2021, consisted of 33 persons with an
employment contract (42% women, 58% men), of which 26 at headquarters in Arad and 7 at
Bucharest branch.
To meet the business objectives, SIF Banat-Crișana has as employees a variety of specialists, with
qualifications in the specific fields of the investment funds sector, as well as staff providing support
activities, the distribution of personnel in the company’s departments being balanced in terms of
gender, age, and education level. Company's personnel have the necessary studies, skills, and
experience to ensure that the company's activities are carried out in optimal conditions and that
all the requirements imposed by the applicable specific regulations are met.
Diversity and equal opportunities are key elements of SIF Banat-Crișana strategy in the field of
human resources, aiming to provide a work environment free of discrimination, valuing the work
of each employee or collaborator. SIF Banat-Crișana is committed to providing its employees with
conditions for professional and personal development, in a stimulating and challenging work
environment, respecting the principles of diversity, non-discrimination and equal opportunities,
paying special attention to the safety and security of employees, now even more given the
pandemic.
Convinced that employees perform better and are more motivated when there is a balance
between their professional and private life, SIF Banat-Crișana is aware of the importance of a
healthy lifestyle and provides preventive care as a complementary service to the public health
system.
The company appoints employees responsible for occupational safety, who are regularly trained
and instructed to have the necessary skills in identifying hazards and assessing risks in the work
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|31
system (equipment, work environment or workload). No accidents at work were recorded in the
company.
For the employees to obtain superior professional performance, various professional
development programs adapted to the specifics of each activity are developed in accordance with
the internal needs and in close correlation with the legislative changes in the field of investment
funds. These include professional development programs to expand the area of competence of
key personnel, some as part of continuing professional training, according to ASF regulations
aimed at continuing professional training of specialists and operators working in financial markets
supervised by the Financial Supervisory Authority. Thus, during 2021, 72% of employees
participated in at least one form of professional training (continuous training, seminars,
conferences).
The labour relations of the company are regulated by the individual labour contracts and Collective
Labour Contract. In accordance with the provisions of Law 55/2020 on some measures for
preventing and fighting the COVID-19 pandemic, the collective labour contracts whose validity
expires during the alert state remain active. In this situation, the Collective Labour Agreement
registered with the Arad Territorial Labour Inspectorate with no. 1485 / 14.02.2019 is still in force.
No trade union organization operates within the Company, the employees being represented in
the negotiation of the collective labour contract by representatives elected according to the law.
No matters of conflict were recorded in the relationship between management and employees.
The year 2021 was also full of challenges caused by the pandemic context. The existing procedures
have been adapted or new ones have been created, action plans have been developed, the
remote-working method has been continued so that the company's activity was not affected.
Evaluating the individual performance of employees. Each year, the employees of SIF Banat-
Crișana undergo a process of evaluation of their individual performances, aiming at optimizing
their activities, improving performance and adequate reward.
Diversity policy. SIF Banat-Crișana promotes a culture of respect, collaboration, and
performance, where all employees can perform and develop, in conditions of equality in terms of
gender, ethnicity, age, etc. Considering that diversity and variety must always be considered, the
skills, competence, and experience of a candidate (for hire or promotion) and a person is neither
chosen nor excluded because of race, skin-colour, gender, origin or sexual orientation.
The company promotes and encourages the individual needs and skills of employees and turns
them into added value for the organization, at human capital level.
Tangible assets of the Company
SIF Banat-Crișana owns the premises for the conduct of operational and administrative activities
of the company located in Arad (headquarters). The company also owns real-estate properties in
the cities of Bucharest and Cluj-Napoca, following the closing-down of company’s branch-office in
2015. Moreover, following the withdrawal of the contribution in kind to the share capital of the
company Azuga Turism, SIF Banat-Crișana owns a land located in the town of Bușteni. The above-
mentioned buildings (except for the headquarters located in Arad, included in the tangible assets)
are accounted pursuant to IFRS as investment property at fair value, totalling RON 12,953,334 as
of December 31, 2021.
As of December 31, 2021, the net book value (accounting value) of tangible assets in the
construction category is of RON 2,789,137. The company carried out the revaluation of tangible
assets on December 31, 2019, in view of harmonizing the accounting and the utility values of the
tangible assets owned.
The company has no issues concerning the ownership of its tangible assets.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|32
Litigations
As documented in the Legal Department records as of December 31, 2021, the Company was
involved in 75 litigations in Court. The Company had locus standi in 59 litigations, passive capacity
in 14 litigations, and intervener in 2 litigations.
In most of the litigations where the Company is the claimant, the object of the litigations is the
cancellation/ruling of the nullity for some decisions of the general meetings of shareholders from
the companies in the portfolio, or the insolvency procedure for some of companies in the portfolio.
Company’s management will continue to make all the efforts to protect the legitimate interests of
SIF Banat-Crișana and its shareholders in all such litigations, in accordance with the law.
Perspectives for 2022
Romania has continued the post-pandemic economic cycle at the beginning of 2022, amid the
elimination of health restrictions and the low level of real financing costs.
Regarding the COVID-19 pandemic, it should be noted that although the risks of the current
dominant variant (Omicron) are lower, producing mild forms with symptoms typical of common
colds and the mortality rate being relatively low, China and Western European countries are
currently reporting an increase of infection cases. We cannot rule out the possibility of the
resumption of the spread of COVID -19 and the emergence of mutations that could further put
serious pressure on the world's economies, with restrictions being applied depending on the
incidence rate for each locality. EU pandemic policies have outlined a plan to continue economic
support programs.
Economic growth forecasts for Romania, issued by the European Commission in February 2022,
were of 4.2% for 2022 and 4.5% for 2023, respectively, while inflation is expected to rise to 5.3% in
2022 and 2.5% in 2023. Given the military tensions in Ukraine, these figures will most likely be
adjusted during the current year.
Concerning the capital market, the Bucharest Stock Exchange expects the Central Counterparty to
become operational towards the end of this year, which will allow derivative transactions and will
make a substantial contribution to the development of the market and stock market liquidity.
Preliminary results for 2021, reported by listed companies, are generally in line with investor
expectations.
In the financial markets, the perception of risk intensified after the start of the conflict in Ukraine,
noting the severe adjustments in the stock markets and the strong appreciation of the US dollar
exchange rate (towards the highest level since May 2020 against the Euro).
The high exposure of banks to government securities will have an impact on the level of aggregate
financial performance in the banking sector in Q1, amidst the upward shift in the yield curve after
the start of the conflict in Ukraine. NBR has already signalled the resumption of the program to
buy government securities on the secondary market to counteract the risks for the progress of the
real economy and financial stability.
It could be predicted that from the beginning of the year real earnings in Europe and the US will
fall due to high inflation (as inflation could be higher than the rise in nominal wages), which would
obviously damage consumption indicators. The new energy shock, on the one hand, will push
inflation to an even higher level, and on the other hand, if there are problems in Europe's energy
supply, unemployment is expected to rise, which could undermine even wage preservation and
implicitly amplifies the deterioration of consumption indicators.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|33
Thus, the emergence of a stagflation-like situation in Romania and throughout Europe is a real
peril because the economic slowdown will not bring automatic disinflation in addition to the
depreciation of the currency (euro against the dollar and the leu against the euro / dollar).
The outbreak of the war in Ukraine naturally led to a major stock market slump that spread
globally. All major stock indices have been volatile since the launch of the military offensive and
some of the previously rises of quotations have been eroded.
Under these conditions, the growth outlook has sharply deteriorated recently, not only in the short
term but also in the long term. Initial estimates of macroeconomic indicators at European level
will need to be readjusted to current realities.
Considering the macroeconomic, political, and social influences on the managed portfolio,
SIF Banat-Crișana will pursue the long-term investment strategy of maximizing the performance
of the portfolio to increase the value of assets under management and investment income.
The management and development of the portfolio will be carried out in such a way as to adapt
to the overall risk profile of the Company and in the conditions of a rigorous risk management.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|34
2. THE SHARES ISSUED BY SIF BANAT-CRIȘANA
CHARACTERISTICS OF SIF BANAT-CRIȘANA SHARES
Total number of shares issued (December 31, 2021)
515,422,363
Outstanding shares (December 31, 2021)
507,510,056
Nominal value
RON 0.1000 / share
Type of shares
common, ordinary, registered, dematerialized, indivisible
Trading market
Regulated spot market of Bucharest Stock
Exchange (BVB or BSE), Premium category, listed since
November 1, 1999
Trading venue (MIC)
XBSE
Symbol on BVB (ticker)
SIF1
ISIN code
ROSIFAACNOR2
International identifier
Bloomberg BBGID: BBG000BMN388 (SIF1:RO)
Reuters
SIF1.BX
Shares issued by SIF Banat-Crișana grant all shareholders equal rights.
Since its establishment, SIF Banat-Crișana has not issued bonds or other debt instruments.
The shares issued by the Company are freely traded on the regulated market of the Bucharest
Stock Exchange (BVR or BSE), according to the rules established by the market operator, any
person could acquire SIF1 shares.
Romanian legislation provides certain restrictions on the acquisition of shares issued by the
Company, as follows:
Romanian legislation provides certain restrictions on the acquisition of shares issued by the
Company, as follows:
(i) The company is authorized as an alternative investment funds manager (AIFM), being affected
by the provisions of Regulation no. 3/2016 on the applicable criteria and the procedure for the
prudential assessment of acquisitions and increase of shareholdings held in entities regulated
by the Financial Supervisory Authority, applicable to potential acquirers and significant
shareholders within the alternative investment funds managers.
(ii) According to the Regulation, the acquisition of qualified participations in the company is
subject to the approval of the Financial Supervisory Authority. For the purposes of the
regulations, qualified participation means a direct or indirect holding of voting rights or capital
of the Company, which represents at least 10% of them or which allows the exercise of a
significant influence over the management of the Company.
(iii) For the purposes of the Regulation, a potential acquirer is considered to have a significant
influence when his holdings, although below the 10% threshold, allow it to exercise significant
influence over the management of the Company, such as having a representative in the board
of directors. Holdings of less than 10% overlap the approval requirements, from case to case,
depending on the ownership structure of the regulated entity and specific involvement of the
acquirer in its management.
(iv) The Company's shares are listed on the regulated market on the Bucharest Stock Exchange
and are applicable the provisions of Law no. 24/2017 on issuers of financial instruments and
market operations in the matter of the obligation to carry out a mandatory public takeover bid,
in case of reaching the threshold of 33% of the voting rights.
As of December 31, 2021, SIF Banat-Crișana holds 7,912,307 own shares, purchased in the public
tender offer carried out during September 29 – October 12, 2021, under the buyback programs
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|35
Shareholder structure
as per shareholdings as of December 31, 2021
approved by the EGM of April 27, 2020, and November 2, 2020. Details on the buyback programs
approved by the EGMS of SIF Banat-Crișana are presented in Chapter 5 Other significant information.
As of December 31, 2021, SIF Banat-Crișana has 5,744,120 shareholders (2020: 5,747,126),
according to the data reported by Depozitarul Central SA Bucharest, the company keeping the
register of shareholders for SIF Banat-Crișana.
Dividend distribution policy
SIF Banat-Crișana aims to maintain a balance between the remuneration of shareholders through
dividends and the need to finance new investments from the reinvested-obtained profit. The
strategy of maintaining this balance aims both to increase the long-term investment attractiveness
for SIF Banat-Crișana shares and to maintain the investment potential, ensuring the long-term
sustainable profitability of the activity for the benefit of increasing the value created for
shareholders.
The method of remunerating SIF Banat-Crișana shareholders is applied for their benefit both
through the dividend distribution policy and through the decision to reinvest the profit or to
repurchase the securities, for the stated purpose of increasing the value of the shares. The
remuneration of SIF Banat-Crișana shareholder can be performed transparently, correctly, and
financially and fiscally efficient, in any of the variants decided to be followed: distribution of
dividend in cash, reinvestment of profit in the hope of increasing the value of the share by at least
the size of the undistributed dividend or buyback programs approved by the GMS.
Dividend distribution from the net profit of the Company for the last 5 financial years
Financial year for which the
distribution was made
2017*
2018*
2019*
2020*
Net Profit (RONm)
69.55
77.19
159.49
92.12
Total number of shares
520,000,000
517,460,724
517,460,724
515,422,363
Gross DPS (RON)
-
-
-
-
* 2017, 2018, 2019 and 2020 with no dividend distribution as per GMS decisions of
April 26, 2018, April 22, 2019, and April 27, 2020, and April 26, 2021
The general meeting of SIF Banat-Crișana’s shareholders held on April 26, 2021, approved the
allocation of the entire net profit for the financial year 2020, to Other reserves, for own financing
sources. Further information on the buyback programs approved by the shareholders is
presented in Chapter 5 – Other significant information of this report.
■ 39.98%
Romanian individuals
(5,741,881 shareholders)
■ 37.84%
Romanian legal entities
(118 shareholders)
■ 1.54%
SIF Banat-Crișana
(7,912,307 treasury shares)
■ 0.35%
non-resident individuals
(2,095 shareholders)
■ 20.29%
non-resident legal entities
(25 shareholders)
5,744,120
shareholders
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|36
SIF1 SHARES ON BVB
2018
2019
2020
2021
Price (RON, closing price)
low
1.9800
1.9550
1.8450
2.1700
high
3.0600
2.8800
2.9900
2.8300
year end
2.0400
2.7300
2.2000
2.5400
Net profit per share (RON)
0.149
0.309
0.179
0.754
PER
13.7
8.9
12.29
3.36
NAV/S (RON)
4.3067
5.2959
5.6051
6.6664
Dividend (RON/share)
-
-
-
n/a
Mk. Cap.* (RONm)
1,055.62
1,412.67
1,133.93
1,309.17
* calculated using the closing price on the last trading session of the year and all the issued shares
Bucharest Stock Exchange (BVB) indices including SIF1 shares:
BET-XT | BET-XT-TR | BET-XT-TRN | BET-FI | BET-BK
BET-XT (BUCHAREST EXCHANGE TRADING EXTENDED INDEX) is a blue-chip index and reflects the
evolution of the prices of the 25 most liquid stocks traded in the regulated market, including the
SIFs, the maximum weight of a ticker in the index being of 15%. Change of BET-XT in 2021: +30.69%.
Weight of SIF1 in BET-XT: 2.53% (2021 year-end).
BET-XT-TR (BUCHAREST EXCHANGE TRADING EXTENDED TOTAL RETURN) is the total return version
of BET-XT index, which includes the 25 most traded Romanian companies listed on BVB, tracking
the price changes of its constituent companies, and is adjusted to also reflect the dividends paid
by them. Performance of BET-XT-TR in 2021: +36.67%. Weight of SIF1 in BET-XT-TR: 2.52% (2021
year-end).
BET-XT-TRN (BUCHAREST EXCHANGE TRADING EXTENDED NET TOTAL RETURN) was launched on
October 11, 2021, and it is the net total return version of market reference index BET. BET-TRN
tracks the price performance of its constituent companies and is adjusted to reflect the
reinvestment of the net dividends paid by them. Performance of BET-XT-TR in 2021: +0.86%.
Weight of SIF1 in BET-XT-TR: 2.52% (2021 year-end).
BET-FI (BUCHAREST EXCHANGE TRADING – INVESTMENT FUNDS) is the first sectorial index of BVB
and reflects the overall trend of prices of financial investment funds (SIFs and Fondul Proprietatea)
traded on the BVB regulated market. Change of BET-FI in 2021: +21.81%. Weight of SIF1 in BET-FI:
16.92% (2021 year-end).
BET-BK (BUCHAREST EXCHANGE TRADING BENCHMARK INDEX) is a price index weighted by the free-
float capitalization of the most liquid companies listed on the regulated market of BVB, which can
be used as a benchmark by fund managers, and other institutional investors, the calculation
methodology reflecting the legal requirements and the investment limits of funds. Change of BET-
BK in 2021: +34.66%. Weight of SIF1 in BET-BK: 2.37% (2021 year-end).
SIF1 shares were traded on Bucharest Stock Exchange (BVB or BSE) in 252 trading sessions during
2021.
SIF1 share price rose 16.51%, from RON 2.1800 (closing price on January 4, 2021, the first trading
session of the year), to RON 2.5400 (closing price on December 30, the last trading day of 2021).
The highest price recorded in 2021 was of RON 2.8300 recorded during the trading session of
July 7, while the lowest was in the trading session of January 5, when the price was of RON 2.1700
per share (closing price), the spread during the period was 30% (considering the values recorded
at the close of trading sessions).
The highest daily volume of SIF1 shares traded on the main regular market (REGS) during 2021
was of 8,386,666 shares, recorded on September 27.
Liquidity for SIF1 title was higher than in the previous year, in 2021 were traded a total of
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|37
26,408,513 shares on the main regular market, representing 5.124% of the total shares issued,
while during 221 of the 252 trading sessions the transferred volume was below 100,000 units. The
total value of shares traded in 2021 was of RON 68,025,257.
On „DEAL” market 6 transactions were performed, with a total of 4,730,111 shares, worth
RON 12m.
Market capitalization for SIF1 was of RON 1,309.17m on December 30, 2021, (calculated using
the closing price).
SIF1 vs. BET-FI 2021
SIF1 PERFORMANCE AND VOLUME IN 2021
42,819.05
48,204.49
53,502.15
50,672.69
52,390.31
52,157.90
2.1800 RON
2.5600 RON
2.8300 RON
2.5000 RON
2.7300 RON
2.5400 RON
1.7000
1.9000
2.1000
2.3000
2.5000
2.7000
2.9000
35,000
37,000
39,000
41,000
43,000
45,000
47,000
49,000
51,000
53,000
January February March April May June July August September October November December
SIF1 (RON)
BET-FI (points)
BET-FI SIF1
436,518
376,236
98,519
79,844
118,766
160,650
484,945
502,720
95,956
2.1800 RON
2.5600 RON
2.7000 RON
2.8300 RON
2.7000 RON
2.6800 RON
2.5800 RON
2.5400 RON
-
200,000
400,000
600,000
800,000
1,000,000
1,200,000
1,400,000
0.0000
1.0000
2.0000
3.0000
January February March April May June July August September October November December
volume
price SIF1 (RON)
volume SIF1
highlighted values recorded at the close of trading sessions
highlighted values recorded at the close of trading sessions, on main regular market
+21.81%
+16.51%
3.552.256
1.286.363
8.386.666
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|38
3. CORPORATE GOVERNANCE
SIF Banat-Crișana is committed to sustaining and developing the best corporate governance
practices, to ensure an efficient decision-making process, thus leading to the long-term viability of
the business, achieving company’s objectives, and creating sustainable value for all stakeholders
(shareholders, management, employees, partners, authorities).
SIF Banat-Crișana has always considered of a great importance the best practices of corporate
governance and has assented to the Corporate Governance Code issued by the Bucharest Stock
Exchange. To remain competitive in an extremely dynamic environment, SIF Banat-Crișana
develops and adapts its corporate governance practices to comply with the new requirements and
take advantage of the new opportunities.
As per best corporate governance practices, the management of the company is conducted in a
climate of openness, based on the honest dialogue between the executive management and the
Board of Directors, and within each of these bodies. Board members, executive directors, and
employees of the Company have assumed the duty to be diligent, responsible, and loyal to the
Company, adopting decisions in Company’s interests and to increase its value, considering the
legitimate interests of all interested parties (stakeholders).
Given the applicable Corporate Governance Code issued by Bucharest Stock Exchange, SIF Banat-
Crișana assessed the status of compliance with the provisions of the Code.
A statement on SIF Banat-Crișana’s compliance with the principles and recommendations of the
Code as of December 31, 2021, is presented in Annex 3 of this report, the document that will also
be published on Company’s website, www.sif1.ro.
By Regulation no. 2/2016, the Financial Supervisory Authority (ASF) settled the unitary regulatory
framework for the implementation of corporate governance principles to entities authorized,
regulated, and supervised by ASF, which is applicable starting January 1, 2017. SIF Banat-Crișana’s
statement on the application of corporate governance principles during 2021, prepared pursuant
to the annex of the Regulation no. 9/2019, is presented in Annex 4 to this report.
Administration and management of the Company
Pursuant to the provisions of Company’s Articles of Association, SIF Banat-Crișana is administrated
under a unitary system, apt to ensure Company’s efficient operation, in accordance with the
objectives of good corporate governance and the protection of the shareholders’ legitimate
interests.
General meeting of shareholders
The General Meeting of Shareholders (GMS) is the supreme governing body of the company.
General meetings are ordinary and extraordinary. The Ordinary General Meeting gathers at least
once a year, no later than four months after the close of the financial year. The Extraordinary
General Meeting shall be convened whenever necessary. The powers of the general meeting of
shareholders are stated in the Articles of Association and comply with the legal provisions in force.
Company’s Articles of Association are available on company’s website, www.sif1.ro, in the
Corporate Governance section.
General Meeting’s decisions are taken by show of hands or by secret vote. The secret vote is
compulsory for electing Board members and for the appointment of the financial auditor and to
revoke them and also for decisions on the liability of the Board members. The decisions taken by
the general meeting complying with the law and Company’s Articles of Association shall be binding
upon the shareholders who did not attend the meeting or voted against.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|39
The general meeting of shareholders is chaired by the Chairman of the Board of the Directors and
in his absence by the vice-chairman. The meetings are recorded by the secretariat elected by the
General Meeting. Minutes of the meeting shall be recorded in a special register.
During 2021, SIF Banat-Crișana’s Board of Directors convened three times the Ordinary General
Meeting and three times the Extraordinary General Meeting of Shareholders.
Details on the procedure for holding the general meetings of shareholders are presented in the
Convening Notice for each meeting, on the Company's website, in the section Investor Relations ›
General Shareholders’ Meetings.
Information on the general meetings of shareholders and the adopted resolutions are presented
on Company’s website, www.sif1.ro, in the section Investor Relations › General Shareholders’
Meetings.
The Board of Directors
SIF Banat-Crișana is administered by the Board of Directors (viz. administrators) comprised of five
members, elected by the ordinary general meeting of shareholders for a mandate (term of office)
of four years, with the possibility of being re-elected.
The Board of Directors has decision-making powers regarding the administration of the Company
in the period between the general meetings of shareholders, except for the decisions that the law
or company’s Articles of Association provide exclusively for the general meeting.
The Board elects from among its members a chairman and a vice-chairman. As per the Articles of
Association, the chairman of the Board holds the position of CEO (general director) of the
Company.
Board members must cumulatively meet the general conditions stipulated by Law no. 31/1990 on
trading companies, completed with the criteria established by Capital Market Law no. 297/2004,
Law no. 74/2015, Law no. 24/2017, and the regulations issued by the Financial Supervisory
Authority (ASF).
The members of the Board are authorized in this function by ASF following their election by the
general meeting of shareholders.
The Board of Directors may create advisory committees comprised of its members, charged with
conducting investigations and making recommendations to the Board.
The composition of the Board of Directors as of December 31, 2021, was the following:
▪ Bogdan-Alexandru Drăgoi Chairman of the Board
▪ Radu Răzvan Străuț Vice-Chairman of the Board
▪ Sorin Marica member of the Board
▪ Marcel Heinz Pfister member of the Board
▪ Ionel-Marian Ciucioi member of the Board
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|40
BOARD OF DIRECTORS as of December 31, 2021
Position
Other information
Bogdan-
Alexandru
DRĂGOI
(1980)
Chairman of the
Board of Directors,
Executive
administrator,
Member of the Board
since March 2015
Studies
Tufts University, Fletcher, Boston, Massachusetts, USA
Specialization in International Relations – graduated Magna cum Laudae
Specialization in Economics – graduated Magna cum Laudae
Member of Golden Key Honor Society
Experience
SIF Banat-Crișana – Chairman and CEO – July 2015- present
BRD - Groupe Société Générale – member of the Board - November 2019 – present
Biofarm S.A. – member of the Board – December 2015 - present
Vrancart S.A. – member of the Board – December 2015 – present
Administrare Imobiliare S.A. – member of the Board – September 2015 – present
Presidential Adviser – The Administration of the President of Romania – (May 2012 – December
2014)
Minister – Ministry of Public Finance – (February 2012 – May 2012)
Secretary of State – Ministry of Public Finance – (January 2009 – February 2012)
General Director, Economic Dept. – Bucharest Municipality – (November 2007 – June 2008)
Secretary of State – Ministry of Public Finance – (September 2006 – November 2007)
Advisor of the Minister – Ministry of European Integration – (April – September 2006)
Vice-President/Shareholder- FocusSat SA România – (October 2004 – April 2006)
Associate – Inquam Limited UK – (November 2003 – December 2004)
Business Analyst – Inquam Limited UK – (January 2002 – November 2003)
Radu Răzvan
STRĂUȚ
(1984)
Vice-Chairman of the
Board of Directors,
Executive
administrator
Member of the Board
since April 2017
Studies
CFA Institute, Charlottesville, Virginia, SUA – May 2015
CFA Institute Investment – Claritas Investment Certificate – Foundations Program
Faculty of Law, University of Bucharest, Romania – October 2013 – June 2014
Master’s Degree – “European Union Law”
Academy of European Law (ERA), Trier, Germania – June 2013
Summer Course on EU Regulation and Supervision of Financial Markets
Faculté de Droit, Universitty of Geneva and Institut De Haute Etudes Internationales, Geneva
Switzerland – February – July 2007
Certificat de droit transnational
Faculty of Law, “Babeș-Bolyai” University, Cluj-Napoca, Romania – 2004 – 2008
BA in Law
Experience
SIF Banat-Crișana – Vice-Chairman of the Board (since April 2017 – present) and Deputy General
Director (since May 2018 - present)
Administrare Imobiliare S.A. – administrator – 2017 – present
SIF1 IMGB – Chairman of the Board – December 2020 - present
Individual Lawyer Office “Străuț Radu-Răzvan” – October 2015 – April 2017
Attorney-at-law
Reff și Asociații SCA – Deloitte Legal – 2008 – 2015
Senior Associate Lawyer in the Banking and Capital Markets Department – September 2010 –
October 2015
Collaborator attorney-at-law in the Banking and Capital Markets Department – November 2008 –
September 2010
Deloitte Consultanță SRL – September 2008 – October 2009
Junior consultant
Sorin MARICA
(1971)
Member of the Board
of Directors since
April 2017,
Independent, non-
executive
administrator
Member of the Audit
Committee
Chairman of
Nomination and
Remuneration
Committee
Studies
The Bucharest University of Economic Studies – 2014-2017
PhD Candidate “Financing of national programs for preserving and promoting Romanian customs
and traditions”
“Lucian Blaga” University – Sibiu – 2013 – 2015
Master in Defence Diplomacy
The Faculty of Finance, Banking and Stock Exchanges – Bucharest University of Economic Studies
1992 – 1997
Bachelor’s Degree in Economic Sciences
Experience
S.C. Dracula Park S.A. – Bucharest – 2002 – present
General Director /Chairman of the Board
Kogaion 115 Foundation – 2004 – present
President, Project Manager
Ministry of Transport – Bucharest – 2013 – 2014
Counsellor / Cabinet Director at the Ministry of Transport
Ministry of Tourism – 2002 – 2003
Counsellor of the Minister of Tourism
National Institute for Research and Development in Tourism (INCD) – 2002 – 2003
Deputy General Director
S.C. Active International S.A. Bucharest (Investment Firm) – 2000 – 2002
Chairman / General Director
S.C. Active Management International S.A. Bucharest (Investment Firm) – 1999 – 2000
Chairman / General Director
S.C. Active International S.A. Bucharest (Investment Firm) – 1997 – 1999
Broker/Trader
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|41
BOARD OF DIRECTORS as of December 31, 2021
Position
Other information
Marcel
PFISTER
(1980)
Member of the Board
of Directors since
April 2017,
Independent, non-
executive
administrator
Chairman of the
Audit Committee
Member of
Nomination and
Remuneration
Committee;
Studies
University of Liechtenstein – March 2010 – January 2011
Executive MBA in Wealth Management
University of Liechtenstein – September 2008 – November 2009
Diploma of Advanced Studies (DAS) in Private Banking
College of Higher VET in Business Administration, Zurich – October 2004 – October 2007
Professional Bachelor’s in economics (ODEC)
Experience
MIND Consulting AG, Liechtenstein – Managing Director – 2019 - present
Unitis AG, Switzerland – member of the Board – 2020- present
Bank Alpinum AG – July 2016 – February 2019
Vice Director
Falcon Private Bank Ltd. – October 2010 – June 2016
Director
Banque Pasche (Liechtenstein) SA – April 2009 – September 2010
Vice President
Alpe Adria Privatbank AG (former Hypo Alpe Adria Bank (Liechtenstein) AG) – December 2007 –
April 2009
Vice President
Alpe Adria Privatbank AG (former Hypo Alpe Adria Bank (Liechtenstein) AG) – December 2007 –
April 2009
Junior Relationship Manager Private Banking
Zurich Cantonal Bank (ZKB) – November 2005 – April 2007
Junior Controller
Zurich Cantonal Bank (ZKB) – September 2003 – November 2005
Relationship Manager
Zurich Cantonal Bank (ZKB) – December 2002 – September 2003
Account Manager
Ionel-Marian
CIUCIOI
(1977)
Member of the Board
of Directors, non-
executive
administrator
Member of the Audit
Committee
Member of
Nomination and
Remuneration
Studies
University of Economic Studies Bucharest 2002
Faculty of International Business and Economics
Constantin Brâncoveanu Highschool, Horezu (Vâlcea) 1995
Experience
Vrancart S.A. - Chairman of the Board of Directors and General Director – November 2013 – present
Rompaper SRL Brașov – Member of the Board - January 2017- present
Vrancart Recycling SRL – Administrator – August 2020 – present
Giant Prodimpex Târgu Mureș – Administrator – October 2015 - 2018
SIF Banat-Crișana – September 2015 – April 2017
Member of the Board of Directors
Administrare Imobiliare S.A. – May 2015 – September 2015
Member of the Board of Directors
PricewaterhouseCoopers Romania – January 2011 – July 2013
Senior Manager, Financial Services Dept.
Ernst & Young Romania – October 2004 – December 2010
Audit Manager, Financial Services Dept.
UTI Group – June 2003 – September 2004
Financial analyst
DDP Consult – October 2002 – June 2003
Financial analyst
The Board of Directors is assisted in its activity by a secretary of the Board, a person with the
necessary experience and professional training, who attends the Board meetings and is
responsible with aiding the Board and its committees in having an effective activity, his role
consisting in supporting the Chairman and the other members of the Board, both as a group and
individually, and ensuring the Board complies with the internal regulations, observing the
compliance with the current corporate governance regulations, laws and regulations relevant to
the company's business. The Secretary is also responsible for providing the effective
communication between the Board and its committees, between the executive directors and the
Board. In 2021 the position of Secretary of the Board of Directors was held by Mr. Daniel Gavrilă.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|42
The activity of the Board of Directors in 2021
During 2021, the Board of Directors of SIF Banat-Crișana met 35 times, pursuant to the statutory
provisions.
The convening of the Board members was in accordance with the Procedure for Board’s convening
and conducting the meeting of the SIF Banat-Crișana’s Board of Directors.
The presence of the members at the meetings convened during 2021 was compliant to the legal
requirements.
The meetings of the Board of Directors were chaired by Mr Bogdan-Alexandru Drăgoi, Chairman
of the Board of Directors.
Following the meetings, the Board of Directors issued a total of 115 resolutions on the current
activity of the company. All decisions were taken by the vote “for” of the majority of those present.
Of the 115 resolutions issued by the Board of Directors during the period under review:
• 66 resolutions had well defined objective, requiring its fulfilment;
• 49 were resolutions for the approval of internal regulations and some procedures, mandatory
reports, and activity reports:
• 19 resolutions for the approval of internal regulations and working procedures;
• 30 resolutions for the approval of mandatory annual, quarterly, and half-yearly periodic
reports submitted to ASF, BVB, MFP, and for the approval of activity reports of the
administrators, departments, compartments, offices.
By analysing the status of execution for the 115 resolutions issued by the Board of Directors, it
results they were all fully fulfilled.
For the year 2020, the Ordinary General Meeting of Shareholders held on April 27, 2020, approved
the individual monthly remuneration for the Board members, and the general limits of all
additional remunerations for administrators and the general limits of directors' remuneration. The
monthly and additional remunerations granted to the members of the Board of Directors in 2020
fell within the limits approved by the GMS.
The Ordinary General Meeting of Shareholders of April 26, 2021, approved the amendment to
point 9 of the Remuneration Policy of SIF Banat-Crișana, approved by Resolution no. 4 by the OGM
of January 6, 2021, for its correlation with the provisions of art. 5 of the EU Regulation no.
2088/2019 on sustainability‐related disclosures in the financial services sector, with the following
provisions:
”SIF Banat-Crișana promotes an effective and solid risk management, without the remuneration
structure encouraging taking excessive risks, including in relation to the risks related to sustainability,
being correlated with the risk-adjusted performance.”
Advisory Committees within the Board of Directors
The Audit Committee
The Audit Committee assists the Board of Directors in fulfilling its responsibilities in the financial
reporting, internal control, and risk management areas, assists the Board of Directors in
monitoring the trustworthiness and integrity of financial information provided by the Company,
in particular by reviewing the relevance and consistency of the accounting standards applied by
the Company. The duties of the Audit Committee are detailed in the Company's Internal
Regulations.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|43
The Audit Committee consists of at least three non-executive members of the Board of Directors.
The Chairman of the committee is an independent non-executive member. At least one member
of the audit committee shall have competence in accounting or auditing.
Throughout 2021, the composition of the Audit Committee was the following: Mr. Marcel Pfister –
Chairman of the Audit Committee, Mr. Sorin Marica – member and Mr. Ionel Marian CIUCIOI –
member.
The members of the Audit Committee have the appropriate experience for the specific duties
incumbent as members of this body.
During 2021, the Audit Committee met 8 in sessions. These meetings were held for the monitoring
of the financial reporting process, namely the annual financial statements prepared pursuant to
the International Financial Reporting Standards (IFRS) approved by ASF Rule no. 39/2015 and the
annual consolidated financial statements; monitoring condensed interim accounting quarterly and
half-yearly 2021 reporting; monitoring the interim consolidated financial statements for H1 2021,
analysis and approval of evaluation of internal control system, analysis of bids for the selection of
financial auditor for 2022 – 2023 and recommending as Deloitte Audit SRL as financial auditor;
analysis of the risk report on the management of significant risks within the company; monitoring
the activity of the internal auditor.
The annual report of the Audit Committee for the year 2020 was submitted to the Financial
Supervisory Authority.
Nomination and Remuneration Committee
A Nomination and Remuneration Committee (NRC) functions, with advisory role, within the Board
of Directors, to assist the Board in fulfilling its responsibilities for the nomination of candidates for
management positions and their remuneration. NRC recommends to the Board of Directors the
appointment or dismissal of key personnel and control personnel within the Company, the level of
their remuneration and their rights and duties and, at the same time, participate in the
development and review of remuneration policies applicable at Company level. NRC duties are
detailed within the Company's Internal Regulations and are presented in the Corporate
Governance Regulation, available for consultation on Company’s website, www.sif1.ro, in Corporate
Governance section.
The Nomination and Remuneration Committee is comprised of at least at least two members
elected from the non-executive members of the Board of Directors, subject to the condition of
independence provided for by the Company Law. Membership of the Committee does not prevent
members from participating in the work of other Committees of the Board of Directors. The
Committee meets regularly, at least twice a year, and exceptionally if the case.
Throughout 2021, the composition of the Committee was the following: Mr. Sorin MARICA –
Chairman of the Audit Committee, Mr. Marcel PFISTER – member and Mr. Ionel Marian CIUCIOI –
member.
In 2021, the Nomination and Remuneration Committee met seven times, these meetings
addressing the following:
▪ the collective evaluation of the management structure at the level of the Board of Directors;
▪ individual evaluation of the directors of the company prior to the submission for the approval
of the Financial Supervisory Authority;
▪ analysis of the remuneration of the directors and of the additional remuneration of the
members of the advisory committees within the Board of Directors;
▪ analysis and recommendation on the transfer of shares to the beneficiaries in the share-based
payment programs;
▪ analysis and recommendation on share-based payment plans;
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|44
▪ analysis and approval of the salary rise at Company level;
▪ regular assessment of the adequacy of the members of the management structure and of the
persons holding key positions;
▪ evaluating the performance of the executive management;
▪ analysis and recommendation of the granting of the variable component for accomplishing the
objectives in 2021.
The report on the activity of the Nomination and Remuneration Committee for the year 2021 is
presented as Annex 5 of this report.
The executive management
The effective management of the Company is performed by Executive Directors appointed by the
Board of Directors, in accordance with the Company's Articles of Association and applicable
regulations, so that everyday management of the Company to be provided, at all times, by at least
two persons.
The Executive Directors must meet the conditions set by the regulations issued by the Financial
Supervisory Authority applicable to the Company and are endorsed in this position by the
Authority.
As per Law no. 31/1990 on trading companies, the Board of Directors has delegated some of his
powers to the Chairman of the Board - CEO (General Director) and the Vice-Chairman – Deputy
General Director, within the limits set by the law, Company’s Articles of Association, and decisions
of the Board of Directors, except for the powers reserved by the law and / or Company’s Articles
of Association for the general meeting of shareholders or the Board of Directors.
The Chairman - CEO (Director General) and the Vice-Chairman – Deputy General Director exercise
their mandate under “Contracts on delegating powers” granted by the Board and are vested with
all powers to act on behalf of the Company and to represent it in relations with third parties. The
other two directors are employees of the Company and have limited powers of representation.
Responsibilities and duties of directors are set by the Board of Directors and are described in the
Company's Internal Regulations.
The composition of company’s executive team as of December 31, 2021, was the following:
• Mr. Bogdan-Alexandru Drăgoi Chairman, CEO
• Mr. Radu Răzvan Străuț Vice-Chairman, Deputy General Director
• Mrs. Teodora Sferdian Deputy General Director
• Mr. Laurențiu Riviș Director
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|45
EXECUTIVE DIRECTORS OF SIF BANAT-CRIȘANA as of December 31, 2021
Position
Other information
Bogdan-
Alexandru
DRĂGOI
CEO
(General
Director)
Information presented on page 39
Radu
Răzvan
STRĂUȚ
Deputy
General
Director
Information presented on page 39
Teodora
SFERDIAN
Deputy
General
Director
Studies
Faculty of Economics - Aurel Vlaicu University Arad (2000 – 2004)
Faculty of Electronics and Telecommunications – Polytechnic Institute of Timișoara (1975 – 1980)
Experience
SIF Banat-Crișana, Arad (1994 – present); Deputy General Director (2014 – present);
Member of the Board of Directors at
COMALIM SA Arad; SIFI Cluj Retail SA, Gaz Vest SA, SIF Hoteluri Oradea
Rolling Stock Company Arad – electrical engineer (1981 – 1994)
Specializations
Capital markets / analysis and portfolio management (Bank Akademie & CDG Germany); General
management (Austrian Chamber of Commerce & WIFI Vienna); Investment consultant; Implementing
IFRS (KPMG); Business Valuation (ANEVAR); Risk Management; Corporate governance standards;
Development and HR performance management.
Responsibilities
Oversees the activities of Corporate Administration (Accounting, Reporting, Investor Relations and
Compliance, Human Resources, and IT offices)
Laurențiu
RIVIȘ
Director
Studies
Faculty of Law, “Vasile Goldiș” Western University of Arad, (1998 – 2002)
Experience
SIF Banat-Crișana, Arad (January 2005 – present); Director (February 2016 – present)
Director Legal Division (September 2013 – February 2016)
Legal adviser (January 2005 – September 2013)
Vice-Chairman of the Board of Depozitarul Central S.A (April 2019 – present)
Legal adviser for companies in Bega Grup Timișoara (2003 – 2004)
Member of the Board at Beta Transport Cluj-Napoca (2007 - 2011) and Prebet Aiud Nov. 2016 – Jan. 2018
Specializations
Continuous Professional Training course organized by AS Financial Markets SRL - 2017
“Alternative Investment Fund Managers” – course of study - AS Financial Markets – 2015
“International Financial Reporting Standards – IFRS” – course of study - KPMG Romania – 2014
“Legal English. Platinium One to One” – course of study - St. Giles International, London – 2011
Responsibilities
Coordination of legal activities of the companies and the management of workout portfolio
Participation of administrators and executives in the share capital of SIF Banat-Crișana:
Name
Position
SIF1 shares held as of December 31, 2021
No. of shares
% of share capital
Bogdan-Alexandru DRĂGOI
Chairman and CEO
1,687,633
0.3274%
Radu-Răzvan STRĂUȚ
Vice-Chairman - Deputy General Director
1,396,056
0.2709%
Sorin MARICA
Non-executive administrator
48,559
0.0094%
Marcel PFISTER
Non-executive administrator
48,309
0.0094%
Ionel CIUCIOI
Non-executive administrator
48,309
0.0094%
Teodora SFERDIAN
Deputy General Director
90,541
0.0176%
Laurențiu RIVIȘ
Director
55,848
0.0108%
To the knowledge of the Company, for the administrators and executives, there are no identified
agreements, arrangements or family connections between the respective person and another
person for the reason that the respective person has been appointed in this position.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|46
In the last 5 years, the members of the Board of Directors and the members of the executive
management have not been involved in litigations or administrative procedures regarding their
activity within SIF Banat-Crișana.
Description of the main elements of the internal control systems
and risk management
Risk management
SIF Banat-Crișana applies procedures and strategies for risk management and establishes the
conditions under which they are periodically reviewed.
The Board of Directors approves the appetite and the limits of risk tolerance of SIF Banat-Crișana, as
well as the procedure for identifying, assessing, monitoring, managing, and reporting the significant
risks to which the Company is or may be exposed. Procedures for identifying, assessing, monitoring,
managing and reporting significant risks shall include at least the following: (i) the definition of risk
categories and methods for their assessment; (ii) presentation of how SIF Banat-Crișana manages
each relevant risk category and area, as well as any accumulations of risks; (iii) an indication of the
risk tolerance limits for each relevant risk category according to the general risk appetite, in
accordance with the specific requirements of the relevant legislation; (iv) establishing the frequency
and description of the content of periodic stress tests and presenting the situations justifying the ad
hoc performance of other stress tests.
The Board of Directors, the executive / senior management, as the case may be, shall ensure that
the approved significant risk policy and procedures are applied at SIF Banat-Crișana level, and
appropriate tools, techniques and mechanisms are used in their application.
The assessment of the efficiency of the risk management system adopted by SIF Banat-Crișana is
performed by the board of directors at least every six months based on the risk reports, depending
on the policies, procedures and controls performed.
The permanent risk management function has a main role in defining the risk policy, in
monitoring and measuring the risks, ensuring the permanent compliance of the risk level with the
risk profile of the Company decided by the Board of Directors. The person in charge of the
administration shall have access to all relevant information and shall provide the senior
management with up-to-date information on which to take prompt remedial action, if necessary.
Mrs. Adina Eleonora Hodăjeu holds the quality of Person responsible for risk management starting
with March 9, 2018, no. in ASF register: PFR13.2FARA / 020053.
The performance of the risk management function is periodically reviewed by the internal and
external audit function.
The management structure of SIF Banat-Crișana, through the Board of Directors and the Audit
Committee, periodically approves and reviews both the risk strategy and the significant risk
management policy.
The policy on significant risk management of SIF Banat Crișana includes all the elements
necessary for risk management operations associated with each investment position to be properly
identified, assessed, managed, and monitored, including using appropriate crisis simulation
procedures. The company has implemented a documented procedure for pre-investment verification,
which monitors whether the investment / divestment process is carried out according to the
investment strategy, objectives and risk profile assumed.
The fulfilment of the risk management function is regularly examined by the internal and external
audit functions.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|47
Compliance control function
SIF Banat-Crișana established and permanently and operatively maintains the compliance control
function, which runs independently of other activities. The Compliance Office reports to the Board
of Directors and has the following main responsibilities:
• monitoring and regularly assessing the effectiveness and the means of implementation of the
set measures and procedures, as well as measures decided to resolve any situations of non-
compliance by the Company;
• advising and assisting the relevant responsible persons for carrying out services and activities
to meet the requirements set for the Company under the law and ASF regulations.
The activity of Compliance Office was performed pursuant to the plan of investigation and control
for 2021, approved by the Board of Directors of SIF Banat-Crișana, the provisions of ASF Regulation
no. 9/2014, no. 10/2015, of EU Regulation 231/2013, of the working procedures and internal
regulations.
Lines of action addressed were: control of compliance with regulations in force on the capital
market and/or internal procedures, informing the Company and personnel of the legal status of
the capital market, endorsement of documents submitted by SIF Banat-Crișana to ASF in order to
get authorizations provided by the ASF regulations, endorsing the reports submitted to capital
market entities and ASF, endorsement of informative materials and advertisements of the
Company, other activities concerning the Company’s and its personnel compliance with the capital
market legislation in force and the internal regulations.
In the inspection activities carried out during 2021, it was verified the compliance with work
procedures and capital market legislation in such activities as:
• trading of securities;
• valuation of assets for the calculation of net asset value;
• observing the legal requirements of transparency and reporting;
• calculation and payment of monthly quota of 0.0078% of the net asset value to ASF;
• prevention of money laundering and terrorism financing through capital market;
• compliance with the international sanctions regime;
• compliance with the legal provisions and internal procedures concerning avoidance and / or
managing conflicts of interest, privileged information regime and personal transactions;
• reviews concerning the risk control system;
• assessing and managing the operational risks generated by the IT equipment in use.
It was ascertained following the control that the activities addressed are compliant with the capital
market legislation, internal regulations, and procedures.
Following the inspections, proposals, and recommendations for the improvement of activity and
working procedures were made.
Resolution of petitions. The shareholders have the right to address SIF Banat-Crișana by means
of a petition should they have complaints regarding the company’s activities, performed under the
legislation in force, or regarding the information provided by the company following their request.
The settlement of petitions submitted by shareholders is set by ASF Regulation no. 9/2015, and
the procedure to be followed is published company’s website. As per the provisions of the
regulation, the Company prepared a unique register of petitions in a secure electronic format, to
record the submitted petitions, questions addressed and their solution. The responsibility of
keeping the register of petitions lies with the compliance officer.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|48
Internal Audit
The internal audit activity is performed by the internal audit office which is subordinated to the
Board of Directors. The activity is reported to the Audit Committee and the Board of Directors.
The internal audit activity of SIF Banat-Crișana is outsourced to the firm New Audit SRL from Arad.
Company’s activities are subject to an internal audit that is conducted periodically, in order to
provide an independent assessment of the operations carried out, their control and management
processes, considering the possible exposure to risk on various business segments (safety of
assets, compliance with regulations and contracts, integrity of financial and operational
information, etc.) makes recommendations to improve the systems, controls and procedures to
provide efficient and effective operations and observes the proposed corrective actions and the
attained results.
The internal audit is performed as: evaluation of management and internal control systems -
system audit; assessment of results in relation to the targeted objectives and assessing their actual
impact - performance audit; compliance with the legal norms of procedures and operations -
regularity audit.
The internal audit activity is carried out based on the annual audit plan prepared pursuant to
Company's objectives. The audit plan and the necessary resources for this activity are endorsed
by the Audit Committee and approved by the Board of Directors, pursuing the examination of all
activities and operations carried out by the Company.
The internal audit activity maintains a multi-annual plan that includes, over a period of two years,
all the activities and processes that can be audited within the company. Internal audit missions
are included in the plan based on the analysis of the risks associated with the auditable activities,
to establish the priorities of the audit missions.
The internal audit activity is carried out in accordance with the International Standards for the
professional practice of internal audit.
The internal audit activity is an independent and objective activity granting the Company a
guarantee of a certain control over the operations and which is performed pursuant to the
procedures prepared for the purposes of the work. Each internal audit assignment is performed
based on a detailed program, which comprises the applicability, scope, objectives, allocated
resources and its period.
The internal audit objectives are to assist the Company in identifying and evaluating the significant
risks providing an independent assessment of the risk management, of control and management
processes and assisting the Company in maintaining an effective and efficient control system.
The main activities and operations of the Company subject to internal audit in 2021 addressed:
- management of the financial instruments portfolio, substantiating investment / divestment
decisions in these instruments and complying with the approved competence limits;
- trading of securities, compliance with short-term investment policy and approved working
procedures;
- compliance with the provisions of collective labour contract; the management of human
resources; remuneration of personnel
- compliance with working procedures, internal regulations and legislation specific to the
compliance office;
- compliance with the working procedures, internal regulations and significant risk management
policy of SIF Banat-Crișana;
- compliance with the procedure on conflicts of interest, respectively conflicts of interest in which
the members of the management of SIF Banat-Crișana and certain categories of employees are
involved;
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|49
- compliance with working procedures related to economic and administrative activities,
including the inventory of assets. Observance of the procurement procedure and conclusion of
contracts in which SIF Banat-Crișana is a party;
Non-audit activities carried-out:
- preparation of the yearly program for internal audit for the next period
- preparation of half-yearly and annual reports on the internal audit activity;
- reporting to ASF on the stage of implementation of the recommendations formulated by the
internal auditor;
- other administrative activities.
The internal auditor reports to the Audit Committee and the Board of Directors of SIF Banat-
Crișana on the purpose of the audit, the findings, conclusions, recommendations, and proposals
made. No significant issues that would require the intervention from the Board of Directors were
identified.
Internal Audit appreciates that the activities and operations performed by SIF Banat-Crișana
during 2021, which were subject to the audit, are compliant with the policies, programs, and
management of the Company and with the legal provisions and internal regulations.
Permanent risk monitoring materialized both by the periodic risk reports, by the annual crisis
simulation and by the prior verification at the time of the investments, leads to the conclusion that
the risk management system at SIF Banat-Crișana level is effective, the measures adopted for
monitoring and control the exposures to the identified risks are appropriate and timely and the
recommendations and concerns are given the necessary attention.
Other matters of corporate governance
Respecting the shareholders’ rights
The holding of the General Meeting of Shareholders (GMS) and the matters concerning the rights
and obligations of the shareholders are regulated by Companies Law no. 31/1990, by Capital
Market Law no. 297/2004, as well as by other legal regulations in the matter.
The shares issued by SIF Banat-Crișana are common, ordinary, registered, dematerialized,
indivisible, granting equal rights to shareholders.
SIF Banat-Crișana shareholders can exercise all the rights conferred by law and by the Articles of
Association, Law no. 31/1990, the capital market legislation.
Romanian legislation provides certain restrictions on the acquisition of shares issued by the
Company. These are presented in Chapter 2 - Shares issued by SIF Banat-Crișana.
In accordance with Art. 272 par. (1) letter a) and par. (6) of Law no. 126/2018 on the markets of
financial instruments, the voting rights related to holdings in a regulated entity (such as SIF Banat-
Crișana) are suspended by law if the acquisition or, as the case may be, increase of a participation
was carried out without meeting the criteria provided by ASF regulations on the rules of procedure
and the criteria for the prudential assessment of acquisitions in the concerned regulated entity.
SIF Banat-Crișana offers an equitable treatment for all shareholders, including the minority and
non-resident shareholders, pursuant to legal provisions and those of Company’s Articles of
Association.
General meetings of shareholders are convened by the Board of Directors at least 30 days before
the set date to be held. The general meetings give the opportunity for Board members and
Company’s executive directors to present the shareholders the results achieved during the
exercise of their mandate under the conferred responsibilities.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|50
SIF Banat-Crișana endeavours to ensure an impartial treatment for all shareholders, providing
them with relevant and up-to-date information enabling them to exercise their rights of a fair
manner. Shareholders should exercise their rights in good faith and with respect for the rights and
interests of the Company and other shareholders.
The right to vote | SIF Banat-Crișana endeavours to facilitate the participation of shareholders at
the general meetings of shareholders (“GMS”). SIF Banat-Crișana’s shareholders can participate in
the GSM directly, by designating a representative by a special/general empowerment or can vote
by correspondence (through the post or by electronic voting).
The Board approves procedures for the orderly and efficient organization of GMS works, pursuant
to the incident laws and ASF regulations. At Company's headquarters and posted on its website
(www.sif1.ro) are made available for the shareholders the information and materials concerning
the General Meeting: the convening notice for the GSM, informative materials, and the documents
to be discussed and approved by the meeting, the participation and voting procedures,
empowerment forms and correspondence voting forms, the resolutions approved by GMS, and
the results of votes for each item on the agenda.
One or several shareholders, representing individually or jointly at least 5% of share capital of the
Company, may request by an application addressed to SIF Banat-Crișana, the introduction of
additional items on the agenda of the GSM and / or may table draft resolutions for items included
or to be included on the agenda of the GSM.
Are entitled to attend and vote at the general meeting of shareholders only the shareholders
registered at the reference date in consolidated shareholders' register kept by Depozitarul Central
S.A. Bucharest (Central Depository Company).
In 2021, the Board of Directors convened the Ordinary General Meeting of Shareholders (“OGM”)
for January 6 (7), 2021, the Ordinary General Meeting of Shareholders (“OGM”) and the
Extraordinary General Meeting of Shareholders (“EGM”) for April 26 (27), 2021, the Extraordinary
General Meeting of Shareholders (“EGM”) for October 11 (12), 2021, and the Extraordinary General
Meeting of Shareholders (“EGM”) for November 25 (26), 2021. Information on the general meetings
of shareholders and the resolutions adopted are published on company’s website, www.sif1.ro, in
the section Investor Relations › General Shareholders’ Meetings.
For the general meetings of shareholders, suspending the voting rights was made as per the legal
provisions.
Right to dividend | The dividend policy embraced by SIF Banat-Crișana aims at keeping a balance
between the shareholders’ remuneration through dividend and the need to finance new
investment of the reinvested profits obtained. The strategy of keeping this balance aims to
increase the long-term investment attractiveness of SIF Banat-Crișana shares, while maintaining
the potential for the future development of the company, ensuring the long-term sustainable
profitability of the business for the benefit of increasing the value created for shareholders.
The manner of remunerating SIF Banat-Crișana’s shareholders is applied for their benefit both
through the dividend distribution policy, and also by the decision to reinvest the profits or to
repurchase the shares for the stated purpose of increasing the value of the shares. This increase
of shareholder's capital is manifested by at least by the implicit growth in the value of the share
due to the favourable effect of profitable reinvestment of the capital. Depending on the economic
and financial developments, the risk profile, and the investment expectations of the shareholders,
the two ways of remuneration should offer at least the same investment attractiveness. If profit
reinvestment opportunities are more attractive to shareholders or in case of repurchasing shares
from the market, the return on SIF Banat-Crișana's shareholder capital is likely to be higher than
a simple distribution of taxable dividends.
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Remunerating the shareholders through dividend distribution or their reinvestment, or by
repurchasing shares listed on the market, may bring additional benefits to shareholders, over the
medium and long term.
Determining the manner and proportion of the distribution of net profit is subject to the approval
of the General Meeting of Shareholders and considers the sustainability of the measure, the
economic context, and the current market performance.
The OGM held on April 26, 2021, decided not to distribute dividends, allocating the net profit for
the 2020 financial year, in the amount of RON 92,122,406, to Other reserves, as own financing
sources.
SIF Banat-Crișana’ dividend policy is published on the company's website, www.sif1.ro, in the
Corporate Governance section.
Right to information | SIF Banat-Crișana respects the right of shareholders to be informed,
providing them, by means of ad hoc and periodic reporting, timely and relevant information,
enabling them to exercise their rights in a fair manner. Information on Company's activity
considered to affect the price of shares on the stock exchange market was subject to current
reports or announcements, communicated within 24 hours to the market, immediately made
available to investors on BVB website and on the Company’s website, www.sif1.ro.
To ensure equal access to information for the investors, posting on the Company’s website of
reports and announcements destined to the market participants is made after the information is
published by the market operator, Bucharest Stock Exchange (BVB or BSE), on their website.
To inform the shareholders and investors, the Company sets a financial reporting calendar that is
communicated in January to BVB and ASF, and also published on Company's website, www.sif1.ro,
and that of the Bucharest Stock Exchange.
Increasing the company's visibility on the Romanian capital market and towards a wider base of
international institutional investors was further an objective assumed in the activity plan for 2021,
promoting SIF Banat-Crișana in the capital market events (either individually or together with BVB,
intermediaries, media outlets), to increase transparency and attract new investors / shareholders.
The organizational structure providing the relationship with shareholders, potential investors,
analysts, mass-media, and the interested public is the Investor Relations Compartment. Contact
details: 35A Calea Victoriei, Arad 310158, Romania, tel | fax: +40257 304 446, email:
investitori@sif1.ro, person of contact Mr. Claudiu Horeanu.
Further details on shareholders’ rights are presented in SIF Banat-Crișana’s Articles of Association,
available on Company's website, in the section About SIF Banat-Crișana, Corporate Governance
subsection.
Details regarding the procedure for holding the general meetings of shareholders are presented
in the Convening Notice for each meeting, on Company's website, in the Investor Relations section,
General Shareholders’ Meetings subsection.
Anti-corruption measures
SIF Banat-Crișana respects the ethical and moral standards, permanently being engaged in
implementing the necessary measures to prevent situations of abuse in the company's relations
with all categories of collaborators, as well as in portfolio management, fund management and
investment process. SIF Banat-Crișana has developed and implemented reference documents
dealing with, among other aspects, anti-corruption policies and procedures, namely: Corporate
Governance Code, Internal Regulations, Internal Regulations and Policy on Corporate Social
Responsibility.
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These documents focus on the principles on which the company's policy is based in terms of anti-
corruption measures, ethics, and business morality, embracing these values being essential, all
decisions of the company's management are in accordance with the provisions and
recommendations contained in the listed documents.
Internal reporting (whistleblower)
The company permits the internal reporting, by its employees, of the violation of capital market
regulations and internal procedures through a specific, independent and autonomous channel
implemented through the e-mail system.
The compliance officer shall have access to the reports submitted for further verification and the
preparation of reports to senior management with proposals for remedying the reported
situations.
In 2021 there were no complaints or notifications received through this channel.
Conflicts of interest
SIF Banat Crișana applies internal rules and procedures aimed at avoiding conflicts of interest, by
implementing appropriate measures in relation to the nature, size and complexity of the activities
carried out. To avoid potential conflicts of interest, the Board members and executive directors of
the company must comply with at least the following requirements without being limited to them:
The members of the Board of Directors must meet the conditions set out in the republished Law
no. 31/1990 and the capital market legislation and may not be members of the board of directors
/ supervisory board or directors / members of the board of directors of another AIFM / investments
management company / investment companies or of the depositary of assets of SIF Banat-Crișana,
must not be members of the board of directors / supervisory board of an SSIF (broker) with which
SIF Banat-Crișana has concluded a financial intermediation contract and must not be employed or
have any kind of contractual relationship with another investment management company or with
an investment company, with the exception of other entities belonging to the same group.
The directors of the company as well as the persons replacing them may not be members of the
board of directors / supervisory board or directors / members of the board of directors of another
AIFM or of the custodian of SIF Banat-Crișana’s assets, must not be members of the board of
directors / supervisory board, directors or members of the board of directors of a financial
investment services company (SSIF, brokers) with which SIF Banat-Crișana has entered into a
contract and must not be employed or have any contractual relationship with another AIFM, with
the exception of other entities belonging to the same group. Through the internal policies, rules,
and procedures, as well as through the functional organization adopted, SIF Banat-Crișana
considers that the relevant persons involved in the various activities that encompass a risk of
conflict of interest to carry out these activities with an adequate degree of independence.
The internal policies, rules, and procedures to be complied with in SIF Banat-Crișana aim at
ensuring the degree of independence necessary for the prevention and management of conflicts
of interest, as follows:
• the procedures provide for measures to prevent and control the exchange of information
between relevant persons involved in the portfolio management activities or in other activities
involving a risk of conflict of interest if the exchange of information may harm the interests of
the Company or its shareholders;
• specific internal procedures regulate the confidentiality of information and the circulation of
documents in physical and electronic format; for accessing the documents in the computer
system, access levels are established;
• established assignments and responsibilities shall prevent the simultaneous or consecutive
involvement of a relevant person in portfolio management, control or risk management
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|53
activities for the proper management of conflicts of interest;
• from an organizational point of view, the functions regarding the decision, execution and
supervision of the activity are separated so as to avoid the execution by the same person of
tasks that may result in undetectable errors or activities that expose the company to risk;
• the directors will take decisions in the interest of the Company and will not take part in the
debates or decisions that create a conflict between their personal interests and those of the
Company or of some companies controlled by SIF Banat-Crișana;
• each member of the Board will ensure the avoidance of any direct or indirect conflict of
interests with SIF Banat-Crișana or the companies under its control;
• each administrator shall inform the Board of Directors upon conflicts of interest, as they arise
and shall refrain from debating and voting on the respective matters, in accordance with the
relevant legal provisions;
• it is forbidden for the members of the Board, directors or any other person with whom the
Company has an employment contract, to disseminate information on the transactions that SIF
Banat-Crișana intends to carry out with financial instruments in its portfolio;
• in order to identify situations of a possible conflict of interest, in which an administrator or
employee of the company may have a material interest on his behalf or of third parties, there
is an obligation that employees / directors / administrators communicate to the company the
activities and interests outside the company by filling in the form “Declaration of external
interests” - which is filled in at the beginning of the relations with SIF Banat-Crișana and is
updated periodically or whenever the situation requires it.
If conflicts of interest arise, SIF Banat-Crișana ensures the correct management / administration
and in the general interest of the company's shareholders.
Corporate information regime
The members of the Board, executive directors, and employees of SIF Banat-Crișana are bound to
keep the confidentiality of the documents and corporate information/data, and comply with the
Code of Ethics and Business Conduct and with the procedures approved by the Board of Directors
concerning corporate information.
The Board of Directors adopted procedures regarding the Company’s internal circuit of the
documents and the disclosure to third parties of documents and information concerning
SIF Banat-Crișana, giving special importance to inside information - as defined by Law no. 24/2017
and European regulations, that may impact the market price of the shares issued by the Company.
The company must inform the public and ASF, thereupon, on privileged information directly
concerning it. Postponement of public disclosure of inside information is made under the
conditions specified by the applicable law, provided the confidentiality of such information.
In application of the provisions of the national and European regulations, namely ASF Regulation
no. 5/2018, EU Regulation 596/2014 and EU Regulation 347/2016, the company establishes and
permanently updates the list of persons having access to inside information regarding the
Company. The list of persons with access to inside information regarding SIF Banat-Crișana shall
be communicated to the Financial Supervision Authority upon its request.
Transactions of persons having access to privileged information
(transactions of insiders)
Internal procedures prohibit the members of the board of directors, the directors of the company,
as well as by any person with whom the Company has concluded an employment contract to use
“inside information” related to the investment policy of SIF Banat-Crișana, when they perform
transactions with financial instruments in their own portfolio (“personal transactions”).
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The company has established internal rules and procedures for personal transactions. Any
personal transaction carried out by a person with access to inside information shall be notified in
advance to the Compliance Office of the company in order to verify its compliance with the
requirements regarding the avoidance of conflicts of interest. Transactions performed are notified
to the Compliance Office, to be recorded in the personal transaction log, a register managed by
the compliance officer.
Transactions of the management
In accordance with the provisions of the internal rules and procedures and of EU Regulation no.
596/2014 and EU Regulation no. 523/2016, the persons discharging managerial responsibilities or
persons closely associated with them notify the company about each transaction carried out on
their behalf in connection with the shares or debt securities of SIF Banat-Crișana. This provision
applies to any subsequent transactions once the amount of EUR 5,000 has been reached during a
calendar year. The threshold of EUR 5,000 is calculated by summing up all transactions since the
beginning of the calendar year without offsetting them. For transactions with other securities, the
internal rules and procedures concerning personal transactions are applicable.
Notified transactions are recorded in the personal transaction log managed by the Compliance
Office.
Treatment applicable to transactions with affiliated entities
The company has the obligation to publish a report in case the Board of Directors approves a
significant transaction with affiliated parties. Law no. 24/2017 on issuers of financial instruments
and market operations provides for this reporting obligation in the case of significant transactions,
viz. a transaction whose individual or cumulative value represents more than 5% of the company's
net assets according to the latest published financial statements.
If significant transactions are concluded with affiliates, at the end of each semester, the financial
auditor is required to review the company's reported transactions during the semester and
prepare a report assessing whether the transaction is fair and justified for the company and non-
affiliated shareholders, including minority shareholders.
SIF Banat-Crișana did not carry out significant transactions with affiliated parties in 2021 that must
be reported according to the provisions of Law 24/2017.
Protection of personal data
Starting with May 25, 2018, Regulation (EU) 2016/679 (“GDPR”) on the protection of individuals with
regard to the processing of personal data and on the free movement of such data is applied by all
Member States of the European Union. SIF Banat-Crișana is committed to protecting and
respecting the confidentiality of the personal data to which it has access or which it processes in
the course of its activity.
To comply with the new legal provisions, SIF Banat-Crișana has updated its policies on the
protection of personal data, and these are available in a dedicated section on the website of the
company Protection of Personal Data, describing mainly what personal data are collected from
those with whom the Company interacts, the reason why they are processed and the rights of
these persons. The section also hosts the forms by which the shareholders or petitioners can
express their agreement regarding the processing of the personal data they submit, an answer
that implies the processing of these data can be given by the Company after receiving this consent.
SIF Banat-Crișana ensures the confidentiality of the information brought to its knowledge, within
the framework of this obligation, by undertaking to protect and properly use the personal
information provided by data subjects or a third party.
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SIF Banat-Crișana legally processes the personal data to which it has access (e.g. based on the
consent of the individual, a contract, legal obligations, legitimate interests of the Company), in
order to ensure access to the Company’s website and the transmission by the Company of the
answers to the requests of the visitors of the Company’s website, in compliance with the provisions
of Regulation (EU) no. 2016/679 on the protection of individuals with regard to the processing of
personal data and on the free movement of such data and repealing Directive 95/46 / EC.
Through its own website, www.sif1.ro, or through the communications sent to its email addresses,
SIF Banat-Crișana may collect personal data either as an entity regulated / authorized / supervised
by ASF, either as an issuer of securities listed on the regulated market, or as a contractual partner,
or in other particular cases, which may exceptionally arise in the activity of the Company.
SIF Banat-Crișana will periodically update the Personal data protection policy according to
subsequent legislative changes.
ESG (Environmental, social, and corporate governance)
During the recent years, issues related to sustainability and sustainable investment have evolved
from a marginal topic of ecology to a major subject matter, relevant not only to environmental
experts and activists. Investors, but also employees, pay more attention to the ecological footprint
of companies, not only those in traditional polluting industries, but also investment funds, with
holdings in sectors with a diverse impact on the environment.
In the EU Sustainable Finance Action Plan, the European Commission aims to create a legal
framework that will make environmental, social responsibility and governance issues key decision-
making criteria for the financial system.
EU Regulation 2019/2088 on Sustainable Finance Disclosure Regulation (SFDR) entered into force
on March 10, 2021 and requires financial market participants to publish information on how they
integrate ESG risks and opportunities into their investments decisions. Financial institutions need
to adapt to meet the new non-financial reporting requirements by 2023.
SIF Banat-Crișana statement prepared as per the provisions of art. 4 par (1) of Regulation (EU)
2019/2088 of the European Parliament and of the Council of November 27, 2019 on information
on sustainability in the financial services sector is published on the company's website,
www.sif1.ro, Corporate Governance section. Also in this section, the Policy on integrating ESG risks in
the investment decision-making process is available for consultation.
In a first stage, the challenge for SIF Banat-Crișana is to allocate efforts to identify, collect, analyse
and report ESG indicators (the accuracy and comparability of reported non-financial information,
collecting relevant data, allocating IT resources, the expertise needed for understanding and
implementing the reporting requirements, and the creation and conduct of stakeholder consultation
processes, materiality analysis, identification and reporting of material topics and specific indicators.)
The Risk Management chapter presents matters related to the risk management, monitoring,
and reporting processes, which also include the ESG risks relevant for the activity of SIF Banat-
Crișana.
Environment
Although SIF Banat-Crișana, by the nature of its activity, does not have a direct negative impact on
the environment, materialized mainly by the consumption of energy and paper, it has a vigilant
concern regarding the good management of environmental issues in the course of the processes
related to the daily activity carried out, the resources being efficiently used and ensuring the
protection of the environment.
The reduction of energy consumption (electricity consumed for the current activity at the
headquarters and branch, respectively gas for heating workspaces) was a concern in 2021, taking
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measures to make more efficient use of space and increase energy efficiency. Despite all these
interests, the headquarters operating in a building with low energy efficiency given its age, the
efficiency measures that can be implemented are limited.
In order to minimize the impact on the environment, SIF Banat-Crișana aims to save paper in its
operations, opting whenever possible for electronic communication instead of the one on paper,
the digitization of operations helping to reduce paper consumption. Measures related to the use
of low-power electronic equipment, in compliance with higher standards in the field of ergonomics
and environmental protection, are also included in the effort to make energy efficiency more
efficient.
As an investment fund, SIF Banat-Crișana might have a substantial indirect impact on the
environment through its business operations, and awareness of this impact and taking
appropriate measures are among the important challenges anticipated by the company, the group
and the financial industry.
Social responsibility
The social responsibility of SIF Banat-Crișana is constantly demonstrated using procedures for a
good management of environmental issues, responsible management of employees, ensuring
safety standards at work, and in general through the development of socially responsible business
practices. As companies are no longer judged only by their economic performance, but also by
their contribution to the communities in which they operate, SIF Banat-Crișana understands to be
an involved and responsible actor, attentive and receptive to community needs and sustainable
development.
The role of social actor of SIF Banat-Crișana is to promote professionalism, excellence, innovation,
responsibility, team spirit, diversity, commitment.
In pursuing social responsibility policies, the Company makes every effort to ensure the continued
observance of fundamental human rights, encouraging and continuously developing good
practices in this field.
During 2021, SIF Banat-Crișana financially supported projects in the field of education, social
protection, and health, totalling RON 2.74 million.
SIF Banat-Crișana's corporate social responsibility policy is published on company's website,
www.sif1.ro, in the section dedicated to corporate governance.
Financial reporting
Financial statements for 2021 have been prepared pursuant to the International Financial
Reporting Standards and ASF Rule no. 39/2015, which applies along with the Accounting Law no.
82/1991 (republished and amended). The financial auditor is Deloitte Audit SRL.
On April 26, 2021, the Company published The Standalone Financial Statements and The Consolidated
Financial Statements for the year ended December 31, 2020, prepared in accordance with the
ASF Rule no. 39/2015 for the approval of accounting regulations in accordance with International
Financial Reporting Standards (IFRS) applicable to entities authorised, regulated and supervised
by the Financial Supervisory Authority (ASF), operating in the Financial Instruments and
Investments Sector, audited by Deloitte Audit SRL and approved by the Ordinary General Meeting
of Shareholders held on April 26, 2021 - together with the annual report of the Board of Directors
and Independent Auditor's Report.
On May 14, 2021, the Company published the Quarterly Report as of March 31, 2021, as per the
provisions of Law no. 24/2017, Regulation no. 15/2004, ASF Regulation no. 5/2018 and Rule no.
39/2015.
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On August 31, 2021, the Company published SIF Banat-Crișana’s H1 2021 Report as per the
provisions of Law no. 24/2017, Regulation no. 15/2004, ASF Regulation no. 5/2018 and Rule no.
39/2015. The condensed interim standalone financial statements as of June 30, 2021, part of the
half-yearly report, were prepared according to Rule no. 39/2015 for the approval of accounting
regulations in accordance with International Financial Reporting Standards applicable to entities
authorised, regulated, and supervised by the Financial Supervisory Authority.
On September 30, 2021, the Company published SIF Banat-Crișana’s H1 2021 consolidated report.
The condensed interim consolidated financial statements as of June 30, 2021, part of the half-
yearly report, were prepared according to Rule no. 39/2015 for the approval of accounting
regulations in accordance with International Financial Reporting Standards applicable to entities
authorised, regulated, and supervised by the Financial Supervisory Authority.
On November 15, 2021, the Company published the Q3 2021 report, prepared as per the
provisions of Law no. 24/2017, Law no. 243/2019, Regulation no. 10/2015, ASF Regulation no.
7/2020, ASF Regulation no. 5/2018, and Rule no. 39/2015.
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4. FINANCIAL ANALYSIS
SIF Banat-Crișana prepared the financial statements as of December 31, 2021, pursuant to
International Financial Reporting Standards (IFRS) as adopted by the European Union and to the
ASF Rule no. 39/2015 for the approval of Accounting Regulations applicable to entities authorized,
regulated, and supervised by the Financial Supervisory Authority (ASF) in the Sector of Financial
and Investment Instruments.
The Standalone Financial Statements as of December 31, 2021, including the related notes, are
presented in Annex 1 to this report.
The following are comments on the financial position and the results of the Company in the
financial year 2021, compared to the preceding four financial years:
4.1 Statement on the standalone financial position
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
2021
2020
2019
2018
2017
Cash and cash equivalents (including bank deposits)
339,358,760
150,710,816
121,716,306
35,274,867
16,134,803
Financial assets at fair value through profit and loss
1,680,415,609
1,394,390,304
1,226,791,154
1,105,989,265
338
Financial assets at fair value through other comprehensive income
(assets available for sale for 2017 FY)
1,559,352,399
1,314,430,895
1,508,267,047
1,279,345,173
2,440,191,357
Investments recorded at amortized cost
-
-
43,246,691
6,505,683
6,499,764
Investment property, Tangible assets, Other assets
28,259,291
24,239,628
26,657,141
25,828,264
25,318,909
Total assets
3,607,386,059
2,883,771,643
2,926,678,339
2,452,943,252
2,488,145,171
Deferred tax liabilities
179,957,876
146,231,940
169,850,613
129,889,043
176,433,120
Other liabilities (other liabilities, leasing, deferred revenues)
11,301,898
7,635,012
8,624,272
1,633,596
20,471,908
Total liabilities and deferred revenues
191,259,774
153,866,952
178,474,885
131,522,639
196,905,028
Share capital
51,542,236
51,542,236
51,746,072
51,746,072
52,000,000
Treasury shares (including costs related to the repurchase)
(21,694,227)
(2,240,526)
(7,430,298)
(224,045)
(4,872,849)
Retained earnings
1,140,789,898
743,318,231
812,306,354
683,411,583
290,919,193
Other equity elements (other reserves, legal reserves, benefits
granted)
1,261,063,053
1,170,807,710
1,009,486,883
933,609,102
701,364,620
Reserves from revaluation of financial assets through other items of
comprehensive income (available for sale for 2017 FY)
984,425,325
766,477,039
882,094,444
652,877,901
1,251,829,179
Total equity
3,416,126,285
2,729,904,691
2,748,203,455
2,321,420,612
2,291,240,143
Total liabilities and equity
3,607,386,059
2,883,771,643
2,926,678,339
2,452,943,252
2,488,145,171
Cash and cash equivalents include all liquid investments of the Company in term bank deposits,
current accounts, and petty cash. The amount increased as compared to 2020, as the investment
activity and the amounts collected as dividends and the maturity of investments in fixed income
instruments generated a cash surplus, placed in short-term monetary instruments (bank
deposits).
The category of Financial assets at fair value through profit or loss comprises the Company's
shareholdings in subsidiaries and associates (except for interests in consolidated subsidiaries),
holdings in fund units and investments in bonds (issued by subsidiaries – VNC24. The item
Financial assets at fair value through profit and loss rose as compared to 2020 as a result of the
recognition of the positive differences in the fair value of the financial assets in this category as at
the reporting date, both related to existing holdings and acquisitions in 2021 (as the difference
between fair value and acquisition cost).
Financial assets at fair value through other comprehensive income comprise shareholdings, in respect
of which the Company has chosen - from the initial application of IFRS 9 - the irrevocable option
to reflect fair value changes in other (items of) comprehensive income, and investments in
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|59
corporate bonds (Impact). The increase vs. the previous year of this category is due to the upsurge
in the market value in 2021 of the listed stakes included in this category (especially shares of
companies in the financial sector). The progress is all the more remarkable as, following the sales
of financial assets made in 2021, RON 187.1 million were derecognized from this category
(representing the book value of the assets at the date of sale).
Investment property, Tangible assets and Other assets mainly include land and buildings acquired by
the Company following the closing down of some branch offices and withdrawal of the
contribution in kind of some companies in the portfolio. Company’s Investment property at fair
value as of December 31, 2021, amounts to RON 12.95 million. Tangible assets held by the
Company are those used while carrying out operational and administrative activities, at the
headquarters. The item Other assets mainly includes the Company's receivables from third parties.
The level of these balance sheet items increased as compared to 2020, being mainly influenced by
the increase in receivables representing the regularization on December 31 of the profit tax paid
during the year.
Deferred tax liabilities represent the tax payable / recoverable in future periods related to
temporary taxable differences / deductibles between the carrying amount and the tax asset or
liability. The increase of this item as compared to the previous year is mainly the effect of the
adjustment of the deferred income tax related to the increase in the level of reserves from the fair
value measurement of securities valued at fair value through other comprehensive income, as the
capital markets in 2021 gained momentum, especially for the minority interests having the utmost
weight in the portfolio.
Equity holds the largest stake in the structure of liabilities. The value of this item significantly
increased vs. the previous year, given that both the net profit and the amounts reflected in other
comprehensive income supported the progress of equity.
4.2 Statement on the standalone profit and loss and other comprehensive income
STATEMENT OF PROFIT AND LOSS AND OTHER
COMPREHENSIVE INCOME
2021
2020
2019
2018
2017
Income, of which:
135,547,935
94,840,715
121,537,512
114,876,610
84,927,868
Dividend income
130,451,726
85,778,801
115,088,023
110,224,602
81,469,412
Interest income
4,737,208
8,889,199
6,052,181
4,399,872
3,277,959
Other operating revenues
359,001
172,715
397,308
252,136
180,497
Gain on investments, of which:
288,290,481
27,816,050
75,953,657
(16,053,869)
3,308,817
Net gain on foreign exchange
2,274,798
2,156,143
1,961,301
92,468
168,443
Gain on investment property
699,195
2,769,835
(81,351)
86,351
989,353
Net profit on sale of assets
-
-
-
(1,282,416)
2,150,991
Net gain / (Net loss) on financial assets at fair value
through profit and loss
285,316,488
22,890,072
74,073,706
(14,950,272)
30
Expenses, of which:
(27,498,092)
(28,472,943)
(22,236,060)
(17,930,623)
(15,745,275)
Expenses/reversals on adjustments for impairment
-
-
-
-
3,710,134
Expenses related to fees and charges
(5,109,130)
(8,794,811)
(3,322,619)
(3,248,280)
(2,717,509)
Other operating expenses
(22,388,962)
(19,678,132)
(18,913,441)
(14,682,344)
(16,737,900)
Profit before tax
396,340,324
94,183,822
175,255,110
80,892,118
72,491,410
Income tax
(9,339,219)
(2,061,416)
(15,760,578)
(3,705,890)
(2,938,215)
Net profit for the period
387,001,105
92,122,406
159,494,532
77,186,227
69,553,195
Other comprehensive income
320,541,254
(112,288,232)
276,874,562
(83,198,128)
268,866,118
Total comprehensive income for the period
707,542,359
(20,165,826)
436,369,094
(6,011,901)
338,419,313
The course of Income with significant weight was as follows:
Dividend income increased in 2021, 52.1% up vs. 2020. The increase is primarily on the back of
dividends collected from portfolio companies, given that in the previous year the dividend policy
of many companies was marked by the pandemic situation. Structurally, the majority weight (61%)
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|60
of the dividends collected from the companies where SIF Banat-Crișana holds the majority stake
in 2021 is remarkable.
Interest income includes interest on bank deposits and corporate bonds respectively the financing
component attached to the contracts for the transfer of financial assets. In 2021, the volume of
interest income was lower than in the previous year. Structurally, interest income related to assets
at fair value through profit and loss increased as compared to 2020, while interest income related
to assets at amortized cost and assets at fair value through other comprehensive income are
lessening, given the maturity of high-yield investments in 2020 and the beginning of 2021.
Other operating income usually includes Company’s proceeds from rent, recovery of trial costs and
other incidental income.
Gains on investments in 2021 was favourable influenced by the fair value differences for financial
assets measured at fair value through profit and loss, as per IFRS 9. These investments include
both shareholdings in subsidiaries removed from the scope of consolidation following the
ascertainment of the investment entity status, as well as investments in fund units issued by
closed-end investment funds. All these categories recorded increases in 2021, subsidiaries and
associates having the main weight in the volume of gain.
Commission expenses include fees due to regulatory institutions, the depository, and the Stock
Exchange and the intermediaries (brokers). Their level lessened as compared to the values for the
previous year, their decrease offsetting the increase of the category of Other operating expenses,
which includes the expenses on personnel and management salaries, the taxes and fees and other
expenses incurred in the operation of the Company. Total expenses for 2021 are below those for
2020.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|61
4.3 Standalone cash flow statement
CASH FLOW STATEMENT
2021
2020
2019
2018
2017
Operating activities
Net profit for the year
387,001,105
92,122,406
159,494,532
77,186,227
69,553,195
Adjustments for:
Amortization of tangible and intangible assets
516,273
508,825
271,833
281,866
202,645
Net (Gain) / Loss on disposal of tangible assets
5,369
33,012
1,585
4,557
(11,988)
Gain on valuation of investment property
(699,195)
(2,769,835)
81,351
(86,351)
(989,353)
Expenditure on adjustments for impairment of assets
-
-
-
-
(3,912,645)
(Net gain)/Net loss on sale of assets
-
-
-
1,282,416
(2,150,991)
(Net gain) / Net loss from financial assets at fair value through profit and loss
(285,316,488)
(22,890,072)
(74,073,706)
14,950,272
(30)
Dividend income
(130,451,726)
(85,778,801)
(115,088,023)
(110,224,602)
(81,469,412)
Interest income
(4,737,208)
(8,889,199)
(6,052,181)
(4,399,872)
(3,277,959)
Expense with / (income from) other provisions and adjustments
-
-
-
-
202,512
Expense with interest related to leasing agreements
56,967
68,104
7,622
-
-
Exchange rate differences financial assets
16,254
(1,089,757)
(1,231,751)
(10,086)
-
Benefits granted in equity instruments
2,576,937
1,867,063
1,414,000
2,380,000
-
Income tax
9,339,219
2,061,416
15,760,578
3,705,890
2,938,216
Changes in assets and liabilities related to operating activities
Changes in other assets
(411,564)
47,345
(85,847)
17,207
(114,865)
Changes in other liabilities
3,792,170
3,630,709
1,423,686
(2,083,394)
1,096,503
Income tax paid
(30,732,758)
(4,451,293)
(19,121,966)
(25,588,823)
(962,378)
Net cash (used in) / from operating activities, of which:
(49,044,645)
(25,530,077)
(37,198,288)
(42,584,693)
(18,896,551)
Investment activities
Payments for purchase of financial assets at FVTOCI (2017 available for sale)
(67,751,279)
(7,459,123)
(6,586,167)
(247,001,150)
(187,000,444)
Proceeds from the sale of financial assets at FVTOCI (2017 available for sale)
196,793,416
65,497,597
107,323,972
172,710,266
85,805,053
(Investments) / Proceeds from deposits with term longer than 3 months
(79,198,863)
4,500,000
1,500,000
(1,200,000)
36,072,333
Proceeds from sale of assets at FVTPL
16,484,890
9,899,346
84,852,486
23,466,399
-
Payments for purchase of assets at FVTPL
(12,906,934)
(159,436,657)
(123,637,912)
-
(160,893)
Proceeds/(Payments) for purchase of assets recorded at amortized cost
-
43,746,000
(42,995,700)
-
-
Payments for purchases of tangible assets
(113,688)
(216,528)
(49,697)
(58,870)
440,757
Proceeds from sale of assets and investment property
926,060
9,636,800
-
-
(462,162)
Dividends collected
125,033,641
83,779,746
110,293,952
106,528,122
79,528,077
Interest collected
3,581,221
9,364,509
5,277,106
6,274,164
4,497,211
Net cash (used in) / from investment activities
182,848,463
59,311,690
135,978,041
60,718,931
18,719,932
Financing activities
Payments related to leasing
(281,064)
(274,603)
(30,137)
-
-
Dividends paid
-
-
(5,495)
-
(3,450,000)
Repurchase of own shares
(24,107,040)
-
(10,770,725)
(224,045)
(1,425,254)
Net cash (used in) / from financing activities
(24,388,104)
(274,603)
(10,806,357)
(224,045)
(4,875,254)
Increase / (decrease) in net cash and cash equivalents
109,415,714
33,507,010
87,973,396
17,910,193
(5,051,873)
Cash and cash equivalents on January 1st
150,710,816
117,203,806
29,230,410
11,320,217
16,372,090
Cash and cash equivalents on December 31st
260,126,530
150,710,816
117,203,806
29,230,410
11,320,217
In 2021, the investment activity generated cash from dividends collected (RON 125 million), from
net divestments from minority interests in the category of assets at fair value through other
comprehensive income (RON 197 million). Most of the cash was steered to investment recorded
through other comprehensive income (RON 68 million). Structurally, the cash surplus of the
investment activity was used to finance the cash requirement of the operating activity (RON 49
million – income tax for the financial year, operating expenses), most of the surplus being directed
to short-term money investments, a decision explaining the increase in Cash and cash equivalents
as of December 31, 2021, as compared to the beginning of the financial year.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|62
4.4 Implementation of Budget for 2021, summary statement
Implementation of Budget for 2021
Result for 2020
Provisions for
2021*
Result for 2021
+/- vs. 2020
Total income
94,840,715
96,127,000
135,547,935
42,9%
Net gain on investment
27,816,050
14,000,000
288,290,481
936,4%
Operating expenses
28,472,943
27,877,750
27,498,092
-3,4%
Profit before tax
94,183,822
82,249,250
396,340,324
320,8%
Income tax (including tax on gross dividends due)
2,061,416
511,200
9,339,219
353,0%
Net profit for the year
92,122,406
81,738,050
387,001,105
320,1%
Total comprehensive income for the year
(20,165,826)
-
707,542,359
N/A
Total income achieved is 41% above the provisions of 2021 and 42.9% higher the achievements
of 2020. The dynamics of the main variables are presented in the Statement of Profit and Loss and
Other Comprehensive Income.
Net gain on investment significantly increased as compared to 2020 and it exceeded the
provisions, in the context in which this component was positively influenced by the marking to
market of assets measured at fair value through profit and loss, with both listed investments and
those valued through valuation reports advancing vs. 2020.
Operating expenses incurred in 2020 are in line with the budgeted provisions, and 3,4% below
the previous year's results mainly due to the lessened costs of commissions.
The gross result in the amount of RON 396.34 million tops the provisions for 2021 mainly as the
result of the impact of net gain on investment.
The net result of the year in the amount of RON 387 million significantly surpasses both the
level of the provisions for 2021 and the result of the previous year on the back of high dividend
income and favourable dynamics of stock quotes, reflected in the gain on investment level.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|63
5. OTHER SIGNIFICANT INFORMATION
Ordinary General Meeting of Shareholders of January 6, 2021
On January 6, 2021, the Ordinary General Meeting of Shareholders took place, deciding upon:
• the election of the members of the Board of Directors of the company for a term of office of 4
years, starting with April 25, 2021, and until April 25, 2025, in the following composition:
Bogdan-Alexandru Drăgoi, Radu Răzvan Străuț, Ionel Marian Ciucioi, Marcel Heinz Pfister, and
Sorin Marica.
• the approval of the Remuneration Policy in accordance with the provisions of art. 92^1 of Law
no. 24/2017 on issuers of financial instruments and market operations.
• the approval of the remuneration due to the members of the Board of Directors for the financial
year 2021, at the level established by the Resolution of the OGM held on April 26, 2016.
• the approval of the general limits of all the additional remunerations of the members of the
board of directors and the general limits of the directors’ remuneration, for the financial year
2021, at the level established by the Resolution no. 7 of OGM held on April 27, 2020.
The Resolutions adopted by the OGM of January 6, 2021, in full, are available for consultation on
Company's website, at www.sif1.ro, in the Investor Relation section.
Authorization of administrators
By Authorization no. 44 of March 18, 2021, the Financial Supervisory Authority authorized the
members of the Board of Directors of SIF Banat-Crișana, in accordance with the resolution no. 3
of the Ordinary General Meeting of Shareholders of 06.01.2021, for a term of office of 4 years,
starting with 25.04.2021. The composition of the Board of Directors of SIF Banat-Crișana,
authorized by ASF Authorization no. 44/18.03.2021, is the following: Bogdan-Alexandru Drăgoi,
Radu Răzvan Străuț, Ionel Marian Ciucioi, Marcel Heinz Pfister, and Sorin Marica.
The Ordinary and Extraordinary General Meeting of SIF Banat-Crișana Shareholders
of April 26 (27), 2021
On April 26, 2021, at the first call, took place the ordinary and the extraordinary general meeting
of shareholders, convened by the Board of Directors.
The OGM approved:
• The standalone and the consolidated financial statements for the 2020 financial year, based
on the discussions and reports presented by the Board of Directors and the Financial Auditor;
• Distribution of the entire net profit for the 2020 financial year, amounting to RON 92,122,406,
to Other reserves, as own financing sources. By approving this option of profit distribution, it
was removed from the agenda of the EGM of April 26, 2021, the proposal to approve a
buyback program to reduce the company’s share capital (Program 4), included on item 3 of
the agenda of this EGM, becoming.
• The discharge of liability of the of the members of the Board of Directors for the activity
carried out in the financial year 2020;
• The Income and Expenditure Budget and activity program for 2021;
• Amending point 9 of the Remuneration Policy of SIF Banat-Crișana, approved by Resolution no.
4 by the OGM of January 6, 2021, with the following provisions: “SIF Banat-Crișana promotes an
effective and solid risk management, without the remuneration structure encouraging taking
excessive risks, including in relation to the risks related to sustainability, being correlated with the
risk-adjusted performance.”
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|64
The EGM approved the first two topics on the agenda, namely the election of the secretaries of
the works and the commission for counting the votes cast by the shareholders.
Considering:
- the provisions of the Convening Notice of the OGM on topic 4 on the agenda of this meeting,
according to which in the situation of OGM approving the second option on the distribution of
net profit for 2020, it became obsolete and it was removed from the Agenda of EGM of April 26
(27), 2021 the proposal for the approval of a buyback program for the reduction of share capital
(Program 4), included on topic 3 of the agenda of this meeting;
- the resolution no. 4 adopted by the OGM of April 26, 2021, approving the second option of
profit distribution;
The Extraordinary General Meeting of Shareholders (EGM) of April 26, 2021, ascertained that the
proposal from topic 3 of the agenda of the EGM regarding the approval of a buyback program
(“Program 4”) became obsolete, thus no longer subject to debate and approval by shareholders.
Consequently, in the absence of a decision on topic 3 of the agenda, it was also no longer subject
to debate and approval by shareholders the topic 4 of the agenda of the EGM, on the approval
of 21.05.2021 as the registration date (20.05. 2021 as ex date).
Decisions of the Board of Directors from April 25, 2021
The Board of Directors of SIF Banat-Crișana, gathered on April 25, 2021, in the presence of the
five administrators elected by the Ordinary general Meeting of Shareholders of January 6, 2021,
and authorized by ASF with ASF Authorization no. 44 of March 18, 2021, adopted the following
decisions:
• Mr. Bogdan-Alexandru DRĂGOI was re-elected as Chairman of the Board of Directors for a term
of office of four years, starting with 25.04.2021 and until April 25, 2025.
• Mr. Radu Răzvan STRĂUȚ was re-elected as Vice-Chairman of the Board of Directors for a term
of office of four years, starting with 25.04.2021 and until April 25, 2025.
• Elected the Audit Committee for the term of office 2021 – 2025, with the following composition:
Mr. Marcel PFISTER – chairman of the committee, Mr. Sorin MARICA – member, Mr. Ionel Marian
CIUCIOI – member.
• Elected the Nomination and Remuneration Committee for the term of office 2021 – 2025, with
the following composition: Mr. Sorin MARICA – chairman of the committee, Mr. Marcel PFISTER
– member, Mr. Ionel Marian CIUCIOI – member.
• The Board of Directors re-elected Mr. Bogdan-Alexandru DRĂGOI as CEO (General Director) and
Mr. Radu-Răzvan STRĂUȚ as Deputy General Director, delegating to them the management of
the company in accordance with the provisions of art. 143 of Law no. 31/1990, following that
they will exercise their attributions related to the position of CEO, respectively Deputy General
Director, only after obtaining the approval decision issued by the ASF.
Authorisation of Company’s directors
By ASF Authorisation no. 79 / 26.04.2021, the Financial Supervisory Authority (ASF) authorised
Mr. Bogdan-Alexandru Drăgoi and Mr. Radu Răzvan Străuț as directors of SIF Banat-Crișana, in
accordance with the Decision of the Board of Directors no. 6/25.04.2021.
On May 5, 2021, SIF Banat-Crișana submitted to ASF the copy of the registration certificate
issued by the National Trade Register Office regarding the new mandates.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|65
Authorization of the Company as Alternative Investment Fund addressed to Retail
Investors
During H1 2021, the company completed the process of adapting the company's internal
operating documents in accordance with the requirements of Law no. 243/2019 and ASF
Regulation no. 7/2020 on alternative investment funds.
Based on the documentation submitted by the company, the Financial Supervisory Authority
issued Authorization no. 130 / 01.07.2021 by which SIF Banat-Crișana is authorized as an
Alternative Investment Fund addressed to Retail Investors (AIFRI) with Banca Comercială Română
as depositary bank.
By the same authorization, the Financial Supervisory Authority (ASF) authorized the changes in
Company’s Articles of Association, in accordance with Resolution of the Extraordinary General
Meeting of SIF Banat-Crișana Shareholders no. 3 of July 6, 2020, and no. 1 of November 2, 2020.
The documents regarding the company operating as AIFRI, containing the Articles of Association,
the Simplified Prospectus, the Rules of the Fund, and the Key Investor Information Document were
published on company's website, www.sif1.ro, in the Corporate Governance section.
Amendment to the disclosure document published by current report
of August 17, 2020
On August 2, 2021, The Company informed the investors on the decision of the Board of
Directors from July 30, 2021, to prolong the duration of the Share-based payment plan (Stock
Option Plan) announced by the Current Report of August 17, 2020. At that date, SIF Banat-Crișana
informed the shareholders on the approval of the “Share-based payment plan” (“Stock Option
Plan”), by which 880,000 SIF1 shares were offered to members of Company’s leadership, as per
the Resolution no. 5 of the Extraordinary General Meeting of Shareholders of April 27, 2020.
The updated disclosure document is available for consultation on Company's website, at
www.sif1.ro, in the Investor Relations section.
The execution of buyback programs
By the Resolutions no. 3 of April 27, 2020, published in the Official Gazette of Romania, Part IV,
no. 1682 of 12.05.2020 and no. 4 of April 27, 2020, published in the Official Gazette of Romania,
Part IV, no. 1611 of 06.05.2020, the Extraordinary General Meeting of Shareholders approved the
execution of two buyback:
• Program 1 for the buyback of 15,000,000 shares, to reduce the Company’s share capital,
• Program 2 for the buyback of 880,000 shares, for their distribution free of charge to members
of the company's management.
By Resolution no. 3 of November 2, 2020, published in the Official Gazette of Romania, Part IV,
no. 4256 of 03.12.2020, the Extraordinary General Meeting of Shareholders approved the
execution of a buyback (Program 3) for the repurchase of 15,000,000 shares, to reduce the
Company’s share capital.
In accordance with the decisions of the aforementioned general meetings, the acquisition of
shares under the buyback programs will be carried out through all market operations permitted
by law, including through public tender offers initiated by the Company, in compliance with legal
provisions.
Also, by the same resolutions of the general meetings mentioned above, the Board of Directors
of the Company was empowered to adopt all the necessary measures and to fulfil all the
necessary formalities, to implement the approved buyback programs.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|66
Based on the mandate granted by the general meeting of shareholders, the Board of Directors
approved the cumulative execution, for a total of a maximum of 30,880,000 shares, of the
Buyback Programs no. 1, 2 and 3, mentioned above, SIF Banat-Crișana initiating a public offer to
purchase its own shares, in compliance with the requirements approved by EGM Resolutions no.
3 / 27.04.2020, no. 4 / 27.04.2020 and no. 3 / 01.11.2020.
As intermediary within the Public Tender Offer in respect to shares issued by SIF Banat-Crișana
was appointed SSIF Swiss Capital SA.
The document of the public offer for the purchase of shares issued by SIF Banat-Crișana was
approved by the Financial Supervisory Authority by Decision no. 1166/22.09.2021, approving the
purchase by the company of 30,880,000 shares, at a price of RON 2.70 / share.
In accordance with the decision of the authority, the public offer took place between 29.09.2021
- 12.10.2021, using exclusively the market systems on which the Company's shares are traded,
thus allowing unrestricted and unlimited access of all potential sellers, individuals, and legal
entities, without determining in any way the persons to whom it is addressed, ensuring equal
reception possibilities.
On October 15, 2021, the intermediary SSIF Swiss Capital SA communicated to BVB the
notification on the results of the public tender offer in respect to shares issued by SIF Banat-
Crișana, according to which, within the offer a number of 8,792,307 shares were acquired,
representing 1.7058% of SIF Banat-Crișana’s share capital.
Total amount paid by the Company (less fees and commissions) was of RON 23,739,228.90, and
the settlement was made through Depozitarul Central on 15.10.2021.
Resolutions of the Ordinary and the Extraordinary General Meeting of Shareholders
of October 11, 2021
The ordinary and the extraordinary general meeting of SIF Banat-Crișana shareholders were held
on October 11, 2021, starting with 10:00 (Romanian time) and 12:00 (Romanian time),
respectively, at the first call.
The Ordinary General Meeting of Shareholders (OGM) approved the appointment of Deloitte
Audit S.R.L. as financial auditor, extending the existing mandate with 2 (two) years, and the
empowerment of the board of directors to negotiate and conclude the audit for the purpose of
auditing the standalone and consolidated financial statements for the financial years ended
December 31, 2022, and December 31, 2023.
The extraordinary general meeting of shareholders approved the following main topics agenda:
• the execution of a buyback program for 880,000 shares (“Program 4”) for the distribution free
of charge to members of the Company’s management (administrators, executive directors) to
build their loyalty and to reward their activity in the Company, according to performance
criteria to be determined by the Board of Directors. The approved program has the following
main features: price range approved: RON 0.1 - RON 6.1042; duration of a maximum of 18
months after publication of the decision in the Official Gazette of Romania, Part IV; the shares
acquired under the program will be paid from sources permitted by law.
• the use of the shares purchased under Buyback Program 4 for their distribution free of charge
to members of the company’s management (administrators, executive directors) in a “Stock
Option Plan”, in compliance with applicable law. The Board of Directors of the company is
empowered to take all necessary measures and to fulfil all the formalities required for the
approval and implementation of the share-payment plan of “Stock Option Plan” type.
The Resolutions adopted by the OGM and EGM of October 11, 2021, in full, are available for
consultation on Company's website, at www.sif1.ro, in the Investor Relation section.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|67
Resolutions of the Extraordinary General Meeting of SIF Banat-Crișana
Shareholders of November 25, 2021
The extraordinary general meeting of SIF Banat-Crișana shareholders was held on November 25,
2021, at the first call and decide on the topics on the EGM agenda as follows:
• Approval of the method for allocating the 8,792,307 treasury shares repurchased by the
Company under the buyback programs previously approved by the general meeting of
shareholders in order to reduce the company’s share capital and for the distribution free of
charge to members of the Company's management, programs carried out through conducting
the public tender offer approved by the Financial Supervisory Authority by Decision no. 1166 /
22.09.2021, in Option 3, namely the allocation of a number of 7,912,307 shares to reduce the
Company’s share capital and the allocation of a number of 880,000 shares to be distributed
free of charge to the members of the Company's management. The Board of Directors has to
convene an extraordinary general meeting of shareholders having on the agenda the proposal
to reduce the Company’s share capital by the cancelation of the shares allocated for this
purpose.
The full version of the Resolutions adopted by the EGM is available for consultation on
Company's website, at www.sif1.ro, in the Investor Relation section.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|68
6. EVENTS AFTER THE REPORTING PERIOD
Disclosure document concerning the shares offered to the members of the
management structure
On January 25, 2022, SIF Banat-Crișana informed the shareholders, by a current report
submitted to Bucharest Stock Exchange, that based on the resolutions adopted by the
Extraordinary General Meeting of the Shareholders of the Company of October 11, 2021
(Resolution no. 3/11.10.2021, Resolution no. 4/11.10.2021), SIF Banat-Crișana’s Board of
Directors approved through Decision of the Board no. 5 of 20.01.2022 the offering free of
charge to the members of the management structure (administrators, directors) of 880,000
shares in a share-based payment plan of a “Stock Option Plan” type.
The vesting (transfer of shares) will be made when the conditions in the “Stock Option Plan” are
met and the option is exercised by each beneficiary, after a term of 12 months has passed since
the signing of the payment agreements.
The disclosure document concerning the shares offered or allotted to members of SIF Banat-
Crișana management, prepared as per EU Regulation no. 1129/2017 and ASF Regulation no.
5/2018, was published on the website of BVB and on Company’s website, www.sif1.ro, in the
Investor Relations section.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|69
7. PROPOSALS OF THE BOARD OF DIRECTORS
Given this report, the Board of Directors submits for approval of the Ordinary General Meeting of
Shareholders convened for April 28 (29), 2022:
1. The standalone financial statements as of December 31, 2021, prepared pursuant to
International Financial Reporting Standards adopted by the European Union and ASF
Rule no. 39/2015, including:
- Standalone statement of profit or loss and other comprehensive income
- Standalone statement of financial position
- Standalone statement of changes in equity
- Standalone statement of cash flows
- Notes to the standalone financial statements
2. The proposal for the distribution of the net profit for the financial year ended
December 31, 2021.
The Board of Directors proposes for the approval of the Ordinary General Meeting of Shareholders
the distribution of the net profit for 2021, in the amount of RON 387,001,105, in one of two options:
OPTION 1:
Distribution of the net profit for the financial year 2021, in the amount of RON 387,001,105 on the
following destinations:
- Dividends RON 30,450,603, representing a gross dividend of RON 0.0600/share,
Approval of the date of July 28, 2022, as the dividend payment date. The payment of dividends to
shareholders will be made in accordance with the legal provisions, and the payment costs will be
borne by the shareholders from the net dividend amount.
- Other reserves RON 356,550,502
In case of the approval of this distribution of profit, it becomes obsolete, and it is removed from
the agenda of the EGM convened for April 28 (29), 2022, the proposal for the approval a buyback
program for 15,500,000 shares at most for the reduction of company’s share capital (Program 5),
included on topic 4 of the agenda of the said meeting.
or
OPTION II:
Allocation of the amount of RON 387,001,105 to Other Reserves, as own financing sources, to
support a buyback program for 15,300,000 shares at most, for the reduction of company’s share
capital (Program 5), included on topic 4 of the agenda of the EGM convened for April 28 (29), 2022.
In case of the approval of this distribution of profit, it will be submitted for the approval of the
EGM convened for April 28 (29), 2022, the resolution of topic 4 on the agenda of this general
meeting, regarding the execution of the buyback program for the reduction of company’s share
capital (Program 5).
3. Discharge from liability of the Board of Directors for the activity carried out during the
financial year 2021.
ANNUAL REPORT OF SIF BANAT-CRIȘANA BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2021|70
This report is accompanied by the following annexes:
ANNEX 1
Standalone Financial Statements as of December 31, 2021, prepared pursuant to International Financial Reporting
Standards adopted by the European Union and ASF Rule no. 39/2015
ANNEX 2
Statement of SIF Banat-Crișana assets and liabilities as of December 31, 2021, and the detailed statement of
investments (as per Annexes no. 10 and 11 to Regulation no. 7/2020)
ANNEX 3
Compliance with the Code of Corporate Governance issued by BVB
ANNEX 4
Statement on the compliance with the principles of corporate governance as per ASF Regulation no. 2/2016
ANNEX 5
Annual Report of the Nomination and Remuneration Committee
ANNEX 6
SIF Banat-Crișana’s Remuneration Report for 2021
The version prepared in Romanian of the Annual Report of the Board of Directors (which is the
official and binding version) was approved by the Board of Directors of SIF Banat-Crișana in the
meeting held on March 28, 2022.
Bogdan-Alexandru DRĂGOI
Chairman of the Board of Directors
SIF Banat-Crişana S.A.
Separate financial statements
at 31 December 2021
in accordance with FSA Norm No.
39/2015 for the approval of accounting
regulations in accordance with
International Financial Reporting
Standards, applicable to entities
authorized, regulated and supervised by
the Financial Supervisory Authority in the
Financial Instruments and Investments
Sector
Table of contents
Independent auditor's report
Separate financial statements
Separate statement of profit or loss and other
comprehensive income
1
Separate statement of financial position
2
Separate statement of changes in equity
3 – 4
Separate statement of cash flows
5
Notes to separate financial statements
6 – 59
Deloitte Audit S.R.L.
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Calea Griviței nr. 82
-98,
Sector 1, 010735
București, România
Tel:
+40 21 222 16 61
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1
INDEPENDENT AUDITOR’S REPORT
To the Shareholders,
SIF Banat-Crisana S.A.
Report on the Audit of the Separate Financial Statements
Opinion
1. We have audited the separate financial statements of SIF Banat-Crisana S.A. (the “SIF”), with registered office in Calea
Victoriei no. 35 A, Arad, Romania, identified by unique tax registration code 2761040, which comprise the separate
statement of financial position as at December 31, 2021, and the separate statement of comprehensive income,
separate statement of changes in equity and separate statement of cash flows for the year then ended, including a
summary of significant accounting policies and notes to the separate financial statements.
2. The separate financial statements as at December 31, 2021 are identified as follows:
• Total equity: RON 3,416,126,285
• Net profit for the financial year: RON 387,001,105
3. In our opinion, the accompanying separate financial statements present fairly, in all material respects, the separate
financial position of the SIF as at December 31, 2021, and its separate financial performance and its separate cash
flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by
European Union and applying Financial Supervisory Authority (“FSA”) Norm no. 39/28 December 2015, regarding the
approval of the accounting regulations in accordance with IFRS, applicable to the entities authorized, regulated and
supervised by the FSA - Financial Investments and Instruments Sector, with subsequent amendments (referred to
herein as “FSA Norm no. 39/2015”).
Basis for Opinion
4. We conducted our audit in accordance with International Standards on Auditing (ISAs), Regulation (EU) No. 537/2014
of the European Parliament and the Council (forth named “the Regulation”) and Law 162/2017 regarding statutory
audit of the annual financial statements (“the Law”). Our responsibilities under those standards are further described
in the Auditor’s Responsibilities for the Audit of the Separate Financial Statements section of our report. We are
independent of the SIF in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for
Professional Accountants (IESBA Code), in accordance with ethical requirements relevant for the audit of the separate
financial statements in Romania including the Regulation and the Law and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
5. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
separate financial statements of the current period. These matters were addressed in the context of our audit of the
separate financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
2
Key Audit Matter How our audit addressed the matter
Valuation of equity investments
We refer to note 17 and note 18 to the separate financial
statements, which presents the equity investments of SIF
Banat-Crisana in Romanian companies. As at December
31, 2021, these financial assets valued at fair value
represent 90% of the total assets of SIF Banat-Crisana.
Equity investments presented to Level 3 represent RON
937 million in the total assets of SIF Banat-Crisana.
The determination of fair value to Level 3 equity
investments has been performed, based on the available
information as of September 30, 2021 or as of December
31, 2021, by independent evaluators appointed by SIF
Banat-Crisana and authorized in-house evaluators.
For the valuation reports as of September 30, 2021 and
up to December 31, 2021, the independent and the in-
house evaluators performed an analysis, in order to
identify significant changes in the fair values of equity
investments as at December 31, 2021.
This was a key area of focus in our audit due to the
significance of the amounts involved, the complexity
involved in valuing these investments, the significance of
the judgments and estimates included in the valuation, as
well as the reflection of the changes in fair value in the
separate financial statements.
In order to address the key audit matter, our audit focus
was to assess relevant controls over the valuation
process of equity investments at fair value. Our analysis
of the design and implementation of the relevant
controls provided a basis for us to establish the planned
nature, timing and extent of our detailed audit
procedures.
For the material listed equity investments, we have
assessed the frequency of the trading in order to identify
illiquid equity securities and we have assessed the
accuracy of the closing share market price as of 31
December 2021 or from the last of trading available at
the end of the reporting period.
For a sample of unlisted Level 3 equity investments, we
involved our own internal valuation specialists to
critically asses the valuation methodology, significant
assumptions and unobservable inputs used by the in-
house and external evaluators and also we assessed their
professional competence and independence from SIF
Banat-Crișana.
We have assessed the SIF Banat Crisana in-house and
external evaluators’ analyses of the for the period
following the date of the valuation reports until
December 31, 2021, in order to identify significant
events which may have a significant impact on the fair
value of equity investments as at 31 December 2021.
We have assessed the accuracy of the changes in fair
value that have been reflected in the separate financial
statements as at December 31, 2021.
We have considered whether the separate financial
statements appropriately reflect all material disclosures
in relation to equity investments according to the
accounting policies of SIF Banat-Crisana and IFRS 13 Fair
Value Measurement (IFRS 13) requirements. In this
regard, we assessed the presentation of the material
information on fair value hierarchy policy and disclosures
regarding significant unobservable and observable inputs
against disclosures of IFRS 13.
3
Other information
6. The administrators are responsible for the preparation and presentation of the other information. The other
information comprises the Administrators’ report and the Remuneration Report for the financial year 2021, but does
not include the separate financial statements and our auditor’s report thereon.
Our opinion on the separate financial statements does not cover the other information and, unless otherwise explicitly
mentioned in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the separate financial statements for the year ended December 31, 2021, our
responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the separate financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated.
With respect to the Administrators’ report, we read it and report if this has been prepared, in all material respects, in
accordance with the provisions of FSA Norm no. 39/2015 articles no. 8-13.
With respect to the Remuneration report, we read it and report if this has been prepared, in all material respects, in
accordance with the provisions of Law 24/2017, article no. 107.
On the sole basis of the procedures performed within the audit of the separate financial statements, in our opinion:
a) the information included in the administrators’ report and the Remuneration Report, for the financial year for
which the separate financial statements have been prepared is consistent, in all material respects, with these
separate financial statements;
b) the administrators’ report has been prepared, in all material respects, in accordance with the provisions of FSA
Norm no. 39/2015 articles no. 8-13;
c) the Remuneration report has been prepared, in all material respects, in accordance with the provisions of Law
24/2017, article no. 107.
Moreover, based on our knowledge and understanding concerning the SIF and its environment gained during the audit
on the separate financial statements prepared as at December 31, 2021, we are required to report if we have
identified a material misstatement of this Administrator’s report and the Remuneration report. We have nothing to
report in this regard.
Responsibilities of Management and Those Charged with Governance for the Separate Financial Statements
7. Management is responsible for the preparation and fair presentation of the separate financial statements in
accordance with IFRSs and applying FSA Norm no. 39/2015 and for such internal control as management determines is
necessary to enable the preparation of separate financial statements that are free from material misstatement,
whether due to fraud or error.
8. In preparing the separate financial statements, management is responsible for assessing the SIF’s ability to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the SIF or to cease operations, or has no realistic alternative
but to do so.
9. Those charged with governance are responsible for overseeing the SIF’s financial reporting process.
4
Auditor’s Responsibilities for the Audit of the Separate Financial Statements
10. Our objectives are to obtain reasonable assurance about whether the separate financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these separate financial statements.
11. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the separate financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
SIF's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the SIF’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the separate
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the SIF to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the separate financial statements, including the
disclosures, and whether the separate financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
13. We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
14. From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the separate financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
5
Report on Other Legal and Regulatory Requirements
Requirements for audits of public interest entities
15. We been appointed by the Ordinary General Assembly of Shareholders on November 2, 2020 to audit the separate
financial statements of SIF Banat-Crisana for the financial year ended December 31, 2021. The uninterrupted total
duration of our commitment is 3 years, covering the financial years ended December 31, 2019 until December 31,
2021.
We confirm that:
• Our audit opinion is consistent with the additional report submitted to the Audit Committee of the SIF that we
issued the same date we issued this report. Also, in conducting our audit, we have retained our independence from
the audited entity.
• No non-audit services referred to in Article 5 (1) of EU Regulation no. 537/2014 were provided.
The engagement partner on the audit resulting in this independent auditor’s report is Irina Dobre.
Report on compliance with the Commission Delegated Regulation (EU) 2018/815 on the “European Single Electronic
Format Regulatory Technical Standard“ (“ESEF”)
16. We have undertaken a reasonable assurance engagement on the compliance with Commission Delegated Regulation
(EU) 2019/815 applicable to the separate financial statements included in the annual financial report of SIF Banat-
Crisana S.A. (“the SIF”) as presented in the digital files which contain the unique code („LEI”) 254900GAQ2XT8DPA7274
(“Digital Files”).
(i) Responsibilities of Management and Those Charged with Governance for the Digital Files prepared in compliance with
ESEF
SIF Banat-Crisana management is responsible for preparing Digital File that comply with the ESEF.
This responsibility includes:
• the design, implementation and maintenance of internal controls relevant to the application of the ESEF;
• ensuring consistency between the Digital File and the separate financial statements to be submitted in accordance
with FSA Norm no. 39 / 2015;
Those charged with governance are responsible for overseeing the preparation of the Digital Files that comply with ESEF.
(ii) Auditor’s Responsibilities for the Audit of the Digital Files
Our responsibility is to express a conclusion on whether the separate financial statements included in the annual financial
report complies in all material respects with the requirements of ESEF based on the evidence we have obtained. We
conducted our reasonable assurance engagement in accordance with International Standard on Assurance Engagements
3000 (Revised), Assurance Engagements Other than Audits or Reviews of Historical Financial Information (ISAE 3000) issued
by the International Auditing and Assurance Standards Board.
A reasonable assurance engagement in accordance with ISAE 3000 involves performing procedures to obtain evidence about
compliance with ESEF. The nature, timing and extend of procedures selected depend on the auditor’s judgment, including
the assessment of the risks of material departures from the requirements set out in ESEF, whether due to fraud or error. A
reasonable assurance engagement includes:
• obtaining an understanding of SIF Banat-Crisana S.A. process for preparation of the Digital File in accordance with
ESEF, including relevant internal controls;
6
• reconciling the digital file with the audited separate financial statements of SIF Banat-Crisana S.A. to be submitted
in accordance with FSA Norm no. 39 /2015;
• evaluate if the separate financial statements contained in the annual report have been prepared in a valid XHTML
format.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.
In our opinion, the separate financial statements for the year ended 31 December 2021 included in the annual financial
report presented in the Digital Files comply in all materials respects with the requirements of ESEF.
In this section, we do not express an audit opinion, review conclusion or any other assurance conclusion on the separate
financial statements. Our audit opinion relating to the separate financial statements of the SIF for the year ended 31
December 2021 is set out in the “Report on the audit of the separate financial statements” section above.
Irina Dobre, Audit Partner
Registered in the Electronic Public Register of Financial
Auditors and Audit Firms under AF 3344
On behalf of:
DELOITTE AUDIT SRL
Registered in the Electronic Public Register of Financial
Auditors and Audit Firms under FA 25
The Mark Building, 84-98 and 100-102 Calea Griviței, 9
th
Floor, District 1
Bucharest, Romania
March 29, 2022
For signature, please refer to the original
Romanian version.
Separate statement of profit or loss and other comprehensive income
for the financial year ending 31 December 2021
1
In LEI
Note
31 December
2021
31 December
2020
Income
Dividend income
7
130.451.726
85.778.801
Interest income (related to assets at fair value through
other comprehensive income, depreciated cost assets)
8
1.601.660
6.410.296
Interest income (related to assets at fair value through
profit or loss)
8
3.135.548
2.478.903
Other operating income
9
359.001
172.715
Gain/(Loss) from investments
Gain/(Loss) from investment property
10
699.195
2.769.835
Gain /(Loss) from exchange rate differences
2.274.798
2.156.143
Gain/(Loss) on financial assets at fair value through
profit or loss
11
285.316.488
22.890.072
Expenses
Fees expense
12
(5.109.130)
(8.794.811)
Other operating expenses
13
(22.388.962)
(19.678.132)
Profit before tax
396.340.324
94.183.822
Corporate income tax
14
(9.339.219)
(2.061.416)
Net profit for the financial year
387.001.105
92.122.406
Other comprehensive income
Items that are or can be transferred to profit or loss
Amounts that can be transferred to profit or loss
(debt instruments)
73.975
(29.465)
Items that are or can be transferred to retained
earnings
Change in fair value for financial assets measured
through other comprehensive income
18
373.791.887
(135.855.548)
The effect of the related corporate tax
(53.324.608)
23.596.781
Other comprehensive income
320.541.254
(112.288.232)
Total comprehensive income for the period
707.542.359
(20.165.826)
Earnings per share
Basic
0,7541
0,1790
Diluted
0,7541
0,1790
The separate financial statements were approved by the Board of Directors on 28 March 2022 and signed on
its behalf by:
Bogdan-Alexandru Drăgoi Dorel Baba
Chairman, Chief Executive Officer Financial Reporting Manager
Separate statement of financial position
for the financial year ending 31 December 2021
2
In LEI
Note
31 December
2021
31 December
2020
Active
Cash and cash equivalents
15
260.126.530
150.710.816
Bank deposits
16
79.232.230
-
Financial assets measured at fair value through
other comprehensive income (bonds)
18
5.283.259
5.111.504
Other financial assets
19
10.514.505
5.973.797
Other assets
225.875
189.805
Financial assets measured at fair value through
profit or loss
17
1.680.415.609
1.394.390.304
Financial assets measured at fair value through
other comprehensive income (shares)
18
1.554.069.140
1.309.319.391
Assets representing the rights of use of the
underlying assets under the leasing contract
20
725.329
889.240
Investment property
10
12.953.334
13.180.199
Property, plant and equipment
21
3.840.248
4.006.587
Total assets
3.607.386.059
2.883.771.643
Liabilities
Other financial liabilities
22
10.219.192
6.673.694
Other liabilities and deferred income
293.418
26.797
Lease liabilities
789.288
934.521
Deferred income tax liabilities
23
179.957.876
146.231.940
Total liabilities
191.259.774
153.866.952
Equity
Share capital
24
51.542.236
51.542.236
Treasury shares
24
(21.363.229)
(2.199.867)
Losses on the repurchase of treasury shares
(330.998)
(40.659)
Benefits granted in equity instruments
-
1.867.063
Other reserves
24
1.249.578.037
1.157.455.631
Reserves from the revaluation of property, plant
and equipment
1.176.569
1.176.569
Legal reserves
24
10.308.447
10.308.447
Reserves from the revaluation of financial assets at
fair value through other comprehensive income
18, 24
984.425.325
766.477.039
Retained earnings
24
1.140.789.898
743.318.231
Total equity
3.416.126.285
2.729.904.691
Total liabilities and equity
3.607.386.059
2.883.771.643
The separate financial statements were approved by the Board of Directors on 28 March 2022 and signed on
its behalf by:
Bogdan-Alexandru Drăgoi Dorel Baba
Chairman, Chief Executive Officer Financial Reporting Manager
Separate statement of changes in equity for the financial year ending 31 December 2021
3
In LEI
Share capital
Treasury
shares
Losses
from
repurchas
e of
treasury
shares
Legal
reserves
Reserves from
the revaluation
of financial
assets at fair
value through
other
comprehensive
income
Reserves
from the
revaluatio
n of
property,
plant and
equipmen
t
Benefits
granted in
equity
instruments
Other reserves
Retained
earnings
Total
Balance as at 1 January 2021
51.542.236
(2.199.867)
(40.659)
10.308.447
766.477.039
1.176.569
1.867.063
1.157.455.631
743.318.231
2.729.904.691
Profit for the financial year
-
-
-
-
-
-
-
-
387.001.105
387.001.105
Reserve from the revaluation of
financial assets transferred to profit
and loss
-
-
-
-
-
-
-
-
-
-
Reserve from the revaluation of
financial assets transferred to
retained earnings
-
-
-
-
(117.660.625)
117.660.625
-
Variation in the reserve
-
-
-
-
373.879.953
-
-
-
-
373.879.953
Revaluation of property, plant and
equipment
-
-
-
-
-
-
-
-
-
-
Related deferred profit tax
-
-
-
-
(38.271.042)
-
-
-
(15.067.657)
(53.338.699)
Total overall result for the period
-
-
-
-
217.948.286
-
-
-
489.594.073
707.542.359
Other reserves - own sources
-
92.122.406
(92.122.406)
-
Dividend payment
-
-
-
-
-
-
-
-
-
-
Dividends prescribed
-
-
-
-
-
-
-
-
-
-
Variation in benefits granted
-
4.575.867
77.472
-
-
-
(1.867.063)
-
-
2.786.276
Treasury shares repurchase
-
(23.739.229)
(367.811)
-
-
-
-
-
-
(24.107.040)
Cancelation of treasury shares
-
-
-
-
-
-
-
-
-
-
Total transactions with
shareholders, recognised directly
in equity
-
(19.163.362)
(290.339)
-
-
-
(1.867.063)
92.122.406
(92.122.406)
(21.320.764)
Balance at 31 December 2021
51.542.236
(21.363.229)
(330.998)
10.308.447
984.425.325
1.176.569
-
1.249.578.037
1.140.789.898
3.416.126.285
The separate financial statements were approved by the Board of Directors on 28 March 2022 and signed on its behalf by:
Bogdan-Alexandru Drăgoi Dorel Baba
Chairman, Chief Executive Officer Financial Reporting Manager
Separate statement of changes in equity for the financial year ending 31 December 2021
4
In LEI
Share capital
Treasury
shares
Losses
from
repurchas
e of
treasury
shares
Legal
reserves
Reserves from
the revaluation
of financial
assets at fair
value through
other
comprehensive
income
Reserves
from the
revaluatio
n of
property,
plant and
equipment
Benefits
granted in
equity
instruments
Other reserves
Retained
earnings
Total
Balance as at 1 January 2020
51.746.072
(7.295.461)
(134.838)
10.349.214
882.094.444
1.176.569
-
997.961.099
812.306.354
2.748.203.454
Profit for the financial year
-
-
-
-
-
-
-
-
92.122.406
92.122.406
Reserve from the revaluation of
financial assets transferred to the profit
and loss account
-
-
-
-
-
-
-
-
-
-
Reserve from the revaluation of
financial assets transferred to retained
earnings
-
-
-
-
(3.942.196)
3.942.196
-
Variation in the reserve
-
-
-
(40.767)
(135.890.625)
40.767
(135.890.625)
Revaluation of property, plant and
equipment
-
-
-
-
-
-
-
-
-
Related deferred profit tax
-
-
-
-
24.215.417
(613.024)
23.602.393
Total overall result for the period
-
-
-
(40.767)
(115.617.405)
-
-
-
95.492.346
(20.165.826)
Other reserves - own sources
-
159.494.532
(159.494.532)
-
Dividend payment
-
-
-
-
-
-
-
-
-
-
Dividends prescribed
-
-
-
-
-
-
-
-
-
-
Variation in benefits granted
-
-
-
-
-
-
1.867.063
-
-
1.867.063
Treasury shares repurchase
-
-
-
-
-
-
-
-
-
-
Cancelation of treasury shares
(203.836)
5.095.594
94.179
-
-
-
-
-
(4.985.937)
-
Total transactions with
shareholders, recognised directly in
equity
(203.836)
5.095.594
94.179
-
-
-
1.867.063
159.494.532
(164.480.469)
1.867.063
Balance at 31 December 2020
51.542.236
(2.199.867)
(40.659)
10.308.447
766.477.039
1.176.569
1.867.063
1.157.455.631
743.318.231
2.729.904.691
The separate financial statements were approved by the Board of Directors on 28 March 2022 and signed on its behalf by:
Bogdan-Alexandru Drăgoi Dorel Baba
Chairman, Chief Executive Officer Financial Reporting Manager
Separate statement of cash flows
for the financial year ending 31 December 2021
5
In LEI
Note
31 December
2021
31 December
2020
Operating activities
Net profit of the period
387.001.105
92.122.406
Adjustments for:
Depreciation of tangible and intangible assets
516.273
508.825
(Gain)/Loss on disposal of property, plant and equipment
5.369
33.012
(Gain)/Loss on the valuation of investment property
(699.195)
(2.769.835)
(Gain)/ Loss on financial assets at fair value through profit and loss
(285.316.488)
(22.890.072)
Dividend income
7
(130.451.726)
(85.778.801)
Interest income
8
(4.737.208)
(8.889.199)
Interest expenses related to leasing contracts
56.967
68.104
Expenses/(income) from exchange rate diff. of assets and financial
liabilities
16.254
(1.231.751)
Benefits granted in equity instruments
2.576.937
1.867.063
Corporate income tax
14
9.339.219
2.061.416
Changes in assets and liabilities related to the operating
activity
Changes in other assets (receivables, etc.)
(411.564)
47.345
Changes in other financial liabilities
3.792.170
3.630.709
Corporation tax paid
(30.732.758)
(4.451.293)
Net cash used in operating activities
(49.044.645)
(25.530.077)
Investment activities
Payments for the purchase of financial assets measured at fair value
through other comprehensive income (shares, bonds)
18
(67.751.279)
(7.459.123)
Proceeds from the sale of financial assets measured at fair value
through other comprehensive income (shares, bonds)
18
196.793.416
65.497.597
(Placements)/Receipts from term deposits for more than 3 months
(79.198.863)
4.500.000
Proceeds from the sale/redemption of assets at fair value through
profit and loss (fund units, bonds)
17
16.484.890
9.899.346
Payments for the acquisition of assets at fair value through profit
and loss (fund units, bonds, shares)
17
(12.906.934)
(159.436.657)
Proceeds/(Payments) from the sale of assets valued at amortised
cost
-
43.746.000
Proceeds from the sale of property, plant and equipment and
investment property
926.060
9.636.800
Payments for purchases of property, plant and equipment
(113.688)
(216.528)
Dividends received
125.033.641
83.779.746
Interest received
3.581.221
9.364.509
Net cash from investment activities
182.848.463
59.311.690
Financing activities
Payments related to leasing
(281.064)
(274.603)
Dividends paid
-
-
Treasury shares repurchase
(24.107.040)
-
Net cash used in financing activities
(24.388.104)
(274.603)
Increase/(decrease) net in cash and cash equivalents
109.415.714
33.507.010
Cash and cash equivalents on January 1st
150.710.816
117.203.806
Cash and Cash Equivalents as of December 31st
260.126.530
150.710.816
The separate financial statements were approved by the Board of Directors on 28 March 2022 and signed
on its behalf by:
Bogdan-Alexandru Drăgoi Dorel Baba
Chairman, Chief Executive Officer Financial Reporting Manager
Notes to separate financial statements
for the financial year ending 31 December 2021
6
1. Reporting entity
The Financial Investment Company Banat–Crişana SA ("The Company") was established on the basis of Law
nr. 133/1996 through the reorganization and transformation of the Banat-Crişana Private Property Fund
and is a joint stock company operating under Law 31/1990. Societatea is incorporated as a self-managed
investment company, authorized by the Financial Supervisory Authority as An Alternative Investment Fund
Manager (AIFM) - Authorization no. 78/09.03.2018, classified in accordance with the provisions of Law no.
243/2019 as a closed-end, diversified alternative investment fund for retail investors (FIAIR). The Financial
Supervisory Authority has issued Authorization no. 130/01.07.2021 authorizing SIF Banat-Crișana S.A. as an
Alternative Investment Fund for Retail Investors (F.I.A.I.R).
The company also prepares consolidated financial statements as the ultimate parent undertaking for the
group entities.
SIF Banat–Crişana has its headquarters in Arad, Calea Victoriei, nr. 35 A, Arad county, code 310158, tel:
0257.304.438, Fax: 0257.250.165. The registration number from the Trade Register Office is: J02/1898/1992,
and the Unique Tax Registration Code is: RO 2761040.
The company's object of activity is:
• portfolio management;
• risk management;
• other activities carried out within the framework of the collective management of an investment
fund, permitted by the legislation in force.
The Company's shares are listed on the Bucharest Stock Exchange, starting with November 1st, 1999 and
the Premium category is traded on the regulated market, with the indication SIF1.
The company's storage company, starting with 28.11.2019 is BCR, until this date (from 29.01.2014) being
BRD Groupe Société Générale.
The registry services company is Depozitarul Central SA Bucharest.
2. Basis of presentation
(a) Declaration of conformity
The separate financial statements were drawn up in accordance with Rule no. ANRE President's Order no.
39/2015 for the approval of accounting regulations in accordance with the International Financial Reporting
Standards adopted by the European Union, applicable to entities authorized, regulated and supervised by
the Financial Supervisory Authority in the Financial Instruments and Investments Sector (Norm).
Users of these separate financial statements should read these statements together with the Consolidated
Financial Statements of the Group for the year ended 31 December 2021 in order to obtain complete
information on the financial position, the results of operations and the cash flows of the group as a whole.
The separate financial statements were approved by the Board of Directors at the meeting dated 28 March
2022.
Business segments are reported in a manner compatible with internal reporting, analyzed by the main
decision-maker of the Company (Board of Directors). It is responsible for allocating resources and
evaluating the performance of operational segments. Reportable segments whose earnings, earnings, or
assets are ten or more percent of all segments are reported separately. The company manages all activities
as a single reportable segment of activity.
(b) Presentation of separate financial statements
The company has adopted a liquidity-based presentation in the statement of financial position and an
overview of income and expenses according to their nature in the statement of comprehensive income,
considering that these methods of presentation provide information that is credible and more relevant
than that which would have been presented under other methods permitted by IAS 1 "Presentation of
Financial Statements".
Notes to separate financial statements
for the financial year ending 31 December 2021
7
(c) Basis of evaluation
Separate financial statements are prepared on a going concern basis and the fair value convention for
financial assets and liabilities at fair value through profit or loss or other comprehensive income.
Other financial assets and liabilities, as well as non-financial assets and liabilities, are presented at
amortised cost, revalued value or historical cost.
The methods used to measure fair value are set out in Note 3(e)(iii) and Note 5.
(d) Functional and presentation currency
The Company's management considers that the functional currency, as defined by IAS 21 "Effects of the
change in the exchange rate", is the Romanian leu (RON or lei). The separate financial statements are
presented in LEI, rounded to the nearest leu, the currency that the Company's management has chosen as
the presentation currency.
(e) Use of estimates and judgments
The preparation of separate financial statements in accordance with IFRS involves the use by management
of estimates, judgments and assumptions that affect the application of accounting policies as well as the
reported value of assets, liabilities, income and expenses. The estimates and assumptions associated with
these judgments are based on historical experience as well as other factors considered reasonable in the
context of these estimates. The results of these estimates form the basis of judgments regarding the
carrying amounts of assets and liabilities that cannot be obtained from other sources of information. The
results obtained may differ from the values of the estimates.
The estimates and assumptions underlying them are periodically reviewed. Revisions in accounting
estimates are recognised in the period in which the estimate is revised, if the revision affects only that
period, or in the period in which the estimate is revised, and in future periods if the revision affects both
the current and future periods.
The judgments made by management in the application of IFRS that have a material effect on the separate
financial statements as well as estimates involving a significant risk of a material adjustment during the
next year are set out in Note 5.
(f) Changes in accounting policies
The accounting policies adopted are consistent with those used in the previous year.
3. Significant accounting policies
The accounting policies set out below have been consistently applied over all periods presented in these
separate financial statements.
(a) Subsidiaries and associates
Subsidiaries are entities under the company's control. The company controls an investee in when it is
exposed or has rights to variable returns based on its participation in the investee and has the ability to
influence those returns through its authority on the investee. At the time of the control assessment,
potential or convertible voting rights that are exercisable at that time are also taken into account.
Associates are those companies in which the Company can exercise significant influence, but not control
over financial and operational policies.
The list of subsidiaries and the list of associates as of December 31, 2020 and December 31, 2021 are
presented in Note 27 to the separate financial statements.
In the separate financial statements, investments in subsidiaries and associates are accounted for as
financial assets at fair value through the profit or loss in accordance with accounting policy 3e), with the
exception of consolidated subsidiaries (SAI Muntenia and Real Estate Administration).
Notes to separate financial statements
for the financial year ending 31 December 2021
8
(b) Transactions in foreign currency
Operations denominated in foreign currency are recorded in LEI at the official exchange rate from the date
of settlement of transactions. Monetary assets and liabilities recorded in foreign currencies at the time
when the statement of financial position is drawn up shall be converted into the functional currency at the
rate of that day. Gains or losses on monetary items are represented by the difference between the
amortised cost expressed in functional currency at the beginning of the reporting period, adjusted for
effective interest and payments in the period, and the amortised cost in foreign currency converted into
the functional currency at the closing rate of the period.
Settlement gains or losses are recognised in the profit and loss account unless the exchange rate
differences stem from the translation of securities classified as measured at fair value through other
comprehensive income that are included in the reserve arising from the change in the fair value of those
financial instruments and where the exchange rate differences stem from the translation of securities
classified at value fair through profit and loss that are presented as gains or losses on fair value.
The exchange rates of the main foreign currencies were:
Currency
Spot Course
31 December 2021
Spot Course
31 December 2020
EUR
4,9481
4,8694
USD
4,3707
3,9660
(c) Cash and cash equivalents
Cash includes cash availability in the cash register and at banks and sight deposits.
Cash equivalents are highly liquid short-term financial investments that are easily convertible into cash and
are subject to an insignificant risk of a change in value.
When compiling the cash flow statement, the following were considered as cash and cash equivalents:
actual cash, current accounts with banks and deposits with an initial maturity of less than 90 days.
(d) Financial assets and liabilities
Financial instruments under IFRS 9 include the following:
• Investments in equity instruments (e.g. shares);
• Investments in debt instruments (e.g. securities, bonds, loans);
• Trade receivables and other receivables;
• Cash and cash equivalents;
• Participations in subsidiaries, associates and joint ventures;
• Financial liabilities
(i) Classification
The financial instruments held are presented by the Company in accordance with IFRS 9 "Financial
Instruments" as financial assets and financial liabilities.
Society Presents financial assets at amortised cost, fair value through other comprehensive income or fair
value through profit or loss on the basis of:
(a) the entity's business model for the management of financial assets, and
(b) the characteristics of the contractual cash flows of the financial asset.
Business model
• Is how an entity manages its financial assets to generate cash flows: collecting, selling assets or both;
• Its determination is carried out factually, taking into account: how to evaluate and report
performance and risks and how to manage and how to compensate the management (on the basis of
the fair value or cash flows associated with those investments);
Notes to separate financial statements
for the financial year ending 31 December 2021
9
Business model for the shares held for which FVTOCI was selected on the transition date or on the date of initial
recognition
• efficient management of a diversified portfolio of quality assets, able to ensure a constant flow of
income, preservation and medium-long-term growth of capital, in order to increase the value for
shareholders and obtain the highest possible returns on the invested capital
• The differentiated approach adopted by the Company for each of its holdings aims to capitalize
on an aggregate return, generated from dividend gain and capital gain.
Model of assets held for collection
• Managed to achieve cash flows by collecting principal and interest over the life of the instrument;
• No holding is required until maturity;
• There are categories of sales transactions compatible with this model: those due to the increase
in credit risk, limited or insignificant sales in value, or sales at dates close to the maturity of the
instruments;
• Interest income, impairment gains or losses and exchange differences are recognised in profit and
loss;
• The accounting reflection of these assets (if the SPPI criterion is also met and the fair value by
profit or loss option has not been selected) is made at amortised cost (using the effective interest
method).
Model of assets held for collection and sale
• Managed both to achieve cash flows from collection and through the (full) sale of assets;
• Sales are of high frequency and value compared to the previous model, without specifying a
certain threshold for classification in this model;
• The purpose of these sales may be: to manage current liquidity needs, to mention a certain
structure of yields obtained or decisions to optimize the balance sheet of the entity (correlation of
the duration of financial assets with that of financial liabilities);
• The accounting reflection of these assets (if the SPPI criterion is also met and the fair value by
profit and loss option has not been selected) is done at fair value through other comprehensive
income (use of the effective interest method; interest, impairment gains or losses and exchange
rate differences — in profit and loss / change in the fair value of these instruments — in other
comprehensive income, amounts recognised in other comprehensive income are recycled
through profit and loss on derecognition of the asset).
Other business model
• Assets managed for the purpose of achieving cash flows through sale;
• The collection of cash flows associated with these investments is incidental, not the purpose of
holding them;
• Assets whose performance is managed and reported on the basis of their fair value;
• Their accounting reflection is done at fair value through profit or loss.
SPPI test
It contains criteria that assess to what extent the cash flow structure of a debt instrument fits into the
pattern of a basic lending arrangement (interest reflects the amount of money over time, the credit risk
associated with the principal, the hedging of other risks and costs associated with lending, and a profit
margin).
There are a number of indicators that indicate where debt instruments held should be measured at fair
value through profit and loss:
• Certain non-standard interest rates;
Notes to separate financial statements
for the financial year ending 31 December 2021
10
• the presence of leverage;
• certain hybrid instruments (include an embedded derivative).
There are also indicators which, while requiring a fair value reflection, may, in certain circumstances, be
consistent with the VCS criterion and those assets can still be accounted for at amortised cost:
• the existence of an option of early repayment or extension of the term of the asset;
• non-recourse assets guaranteeing repayment of debt
• contractually related instruments.
Financial assets measured at fair value through profit or loss (FVTPL)
A financial asset shall be measured at fair value through profit or loss unless it is measured at amortised
cost or fair value through other comprehensive income.
Financial assets measured at fair value through other comprehensive income (FVOCI)
A financial asset, of the nature of debt instruments, shall be measured at fair value through other
comprehensive income if both of the following conditions are met:
(a) the financial asset is held as part of a business model the objective of which is achieved by
collecting the contractual cash flows and selling the financial assets, and
(b) the contractual terms of the financial asset give rise, on certain dates, to cash flows that are
exclusively payments of principal and interest on the principal amount outstanding.
The company may make an irrevocable choice upon initial recognition in the case of certain investments in
equity instruments that would otherwise be measured at fair value through profit or loss to show
subsequent changes in fair value in other comprehensive income (as required by paragraphs 5.7.5 and
5.7.6 of IFRS 9—Financial Instruments).
Financial assets measured at amortised cost
A financial asset shall be measured at amortised cost if both of the following conditions are met:
(a) the financial asset is held as part of a business model whose objective is to hold financial assets for the
purpose of collecting contractual cash flows, and
(b) the contractual terms of the financial asset give rise, on certain dates, to cash flows that are exclusively
payments of principal and interest on the principal amount outstanding.
Financial liabilities
Financial liabilities are measured at fair value through profit or loss (FVTPL) if:
- meet the requirements of the definition of 'held for trading';
- are designated in the category FVTPL upon initial recognition (if the specific conditions are met).
Other financial liabilities are valued at amortised cost.
(ii) Recognition
Financial assets and liabilities are recognised on the date on which the Company becomes a contractual
party to the terms of that instrument. When the Company first recognises a financial asset, it shall classify
it in accordance with paragraphs 4.1.1–4.1.5 (at amortised cost, fair value through profit or loss, or at fair
value through other comprehensive income) of IFRS 9 and measure it in accordance with paragraphs 5.1.1–
5.1.3. (a financial asset or a financial liability is measured at its fair value plus respectively less transaction
costs, directly attributable to the acquisition or issue of the asset or liability).
(iii) Assessment
After initial recognition, the entity shall measure financial assets in accordance with paragraphs 4.1.1–4.1.5
of IFRS 9 to:
a) Amortized cost;
b) Fair value through other comprehensive income; or
c) Fair value through profit or loss.
Notes to separate financial statements
for the financial year ending 31 December 2021
11
After initial recognition, the entity shall measure financial liabilities in accordance with paragraphs 4.2.1–
4.2.2 of IFRS 9. Thus, the Company will classify all financial liabilities at amortised cost, except for:
a) financial liabilities measured at fair value through profit or loss;
b) financial liabilities arising when the transfer of a financial asset does not meet the conditions for
derecognition;
c) financial collateral arrangements, measured at the higher of the amount of the provision for losses
(Section 5.5 of IFRS 9) and the amount initially recognised less cumulative income (recognised under
IFRS 15);
d) commitments to provide a loan at an interest rate below market value, measured at the higher of the
value of the provision of losses (section 5.5 of IFRS 9) and the amount initially recognised less cumulative
income (recognised under IFRS 15);
e) contingent consideration recognised by an acquirer in a business combination to which IFRS 3 applies.
Valuation at amortised cost
The amortised cost of a financial asset or a financial liability is the amount at which the financial asset or
financial liability is measured after initial recognition less repayments of principal, plus or minus the
accumulated depreciation using the effective interest method for each difference between the starting
amount and the maturity amount, and minus any reduction for any estimated credit losses.
The effective interest rate is the rate that accurately discounts future cash payments and receipts over the
expected life of the financial instrument to the level of the gross carrying amount of the financial asset in
question the amortised cost of the financial liability. When calculating the effective interest rate, the entity
shall estimate cash flows taking into account all the contractual terms of the financial instrument, but shall
not take into account future losses from the change in credit risk. The calculation shall include all
commissions and points paid or received by the parties to the contract which form an integral part of the
effective interest rate, transaction costs and all other premiums and discounts.
Fair value measurement
Fair value is the price that would be received at the sale of an asset or paid for the transfer of a liability in
a normal transaction between participants in the main market at the measurement date, or in the absence
of the main market, in the most advantageous market to which the Company has access on that date.
The company measures the fair value of a financial instrument using quoted prices in an active market for
that instrument. A financial instrument has an active market if quoted prices are readily and regularly
available for that instrument. Society measures instruments quoted on active markets using the closing
price.
A financial instrument is considered to be quoted in an active market when quoted prices are readily and
regularly available from an exchange, a dealer, a broker, an industry association, a pricing service or a
regulatory agency, and these prices reflect transactions that occur in a real and regular manner, carried
out under objective market conditions.
In the category of shares listed on an active market are included all those shares admitted to trading on
the stock exchange or alternative market and showing frequent trades. The market price used to determine
fair value is the closing price of the market on the last trading day before the measurement date.
Fund units are valued on the basis of NAV, calculated by the fund manager using closing quotes for listed
financial instruments.
Government bonds are valued on the basis of cthe market otation available on Bloomberg for that issue,
multiplied by the denomination per unit.
In the absence of a price quotation on an active market, the Company it uses evaluation techniques. The
fair value of financial assets not traded on an active market is determined by authorised valuers, within the
existing valuation compartment within the Company and by external valuers.
Valuation techniques include techniques based on the use of observable input data, such as the quoted
price of the identical item held by another party as an asset, in a market that is not active, and for assets
for which observable prices are not available, valuation techniques based on discounted cash flow analysis,
and other valuation methods commonly used by market participants. These include the method of
comparisons with similar instruments for which there is an observable market price respectively the
Notes to separate financial statements
for the financial year ending 31 December 2021
12
method of percentage of the net assets of these companies, adjusted with a discount for minority holding
and a discount for lack of liquidity), making the most of market information, relying as little as possible on
specific information Company. The company uses valuation techniques that maximize the use of
observable data and minimize the use of unobservable data.
Valuation techniques shall be used consistently.
(iv) Identification and valuation of value impairment
The company shall recognise an adjustment for expected credit losses relating to a financial asset that is
measured in accordance with paragraphs 4.1.2 or 4.1.2A of IFRS 9 (debt instruments measured at
amortised cost or fair value through other comprehensive income), a claim arising from a lease, a lending
arrangement and a financial collateral arrangement.
Society applies the impairment requirements for recognising the loss allowance for assets measured at fair
value through other comprehensive income (debt instruments that meet the criteria of paragraph 4.1.2A
of IFRS 9 — assets held for the purpose of collecting cash flows and selling, whose cash flows are exclusively
repayments of principal or interest payments). The adjustment thus determined is recognised on behalf of
other comprehensive income and does not reduce the carrying amount of the financial asset in the
statement of financial position.
At each reporting date, the Company assess the adjustment for credit losses relating to an instrument to
reflect:
- Expected lending losses for 12 months, if the credit risk has not increased significantly since initial
recognition;
- Lifetime expected credit losses, if the credit risk has increased significantly since initial recognition.
Society recognises in profit or loss, as an impairment gain or loss, the amount of expected, recognised or
reversed losses required to affect the adjustment for losses at the reporting date up to the level required
by IFRS 9.
The company assesses the expected credit losses of a financial instrument so that it represents:
- An impartial value, resulting from the weighting of several possible outcomes according to the
probabilities associated with them;
- The time value of money;
- Reasonable information available at no disproportionate cost or effort at the time of reporting.
The firm may assume that the credit risk for a financial instrument has not increased significantly since
initial recognition if the financial instrument is considered to have a low credit risk at the reporting date. A
financial instrument is considered to have a low risk if:
- The borrower has a high ability to meet the obligations associated with the contractual cash flows
in the near term;
- Unfavourable changes in the economic and business environment can, but not necessarily, reduce
the debtor's ability to meet his obligations.
Collateral is not taken into account in the assessment of low credit risk for issuers. At the same time,
financial instruments are not considered to be low-risk just because they have a lower risk than the other
instruments issued by the borrower or compared to the credit risk prevailing in the geographical region or
jurisdiction in which it operates.
The company mainly uses available external credit risk ratings in the assessment of credit risk.
(v) Derecognition
Society derecognises a financial asset when the rights to receive cash flows from that financial asset expire,
or when the Company has transferred the rights to receive the contractual cash flows relating to that
financial asset in a transaction in which it has transferred substantially all the risks and benefits of
ownership.
Any interest in the transferred financial assets retained by the Company or created for the Society it is
recognised separately as an asset or liability.
Society derecognises a financial liability when contractual obligations have ended or when contractual
obligations are cancelled or expire.
Notes to separate financial statements
for the financial year ending 31 December 2021
13
Derecognition financial assets and liabilities are accounted for using the weighted average cost method.
This method involves calculating the value of each item based on the weighted average of the value of
similar items in stock at the beginning of the period and the value of similar items purchased during the
period.
(vi) Reclassifications
If the Company reclassifies financial assets in accordance with paragraph 4.4.1 of IFRS 9 (as a result of
changes in the business model for the management of its financial assets), then all affected financial assets
will be reclassified. Financial liabilities may not be reclassified after initial recognition.
Society apply the reclassification of financial assets prospectively from the date of reclassification. Any
previously recognised gains, losses or interest will not be restated.
In the event of a reclassification, the Company it shall do so:
- When reclassifying an asset from amortised cost to fair value through profit or loss, fair value is
determined at the reclassification date. The difference between amortised cost and fair value is
recognised in profit or loss;
- When reclassifying an asset from the fair value through profit or loss category to that of amortised
cost, the fair value at the reclassification date becomes the new gross carrying amount;
- When reclassifying an asset from amortised cost to fair value through other comprehensive
income, fair value is determined at the reclassification date. The difference between amortised
cost and fair value is recognised in other comprehensive income without adjusting the effective
interest rate or expected losses on the loan;
- When reclassifying an asset from the fair value category through other comprehensive income to
that of amortised cost, the reclassification is performed at the fair value of the asset at the
reclassification date. Amounts previously recognised in other comprehensive income are
eliminated in relation to the fair value of the asset without affecting the profit or loss account. The
effective interest rate and expected losses on the loan are not adjusted as a result of the
reclassification;
- When reclassifying an asset from the fair value through profit or loss category to that of fair value
through other comprehensive income, the asset continues to be measured at its fair value;
- When reclassifying an asset from the fair value category through other comprehensive income to
that of fair value through profit or loss, the financial asset continues to be measured at fair value.
Amounts previously recognised in other comprehensive income are reclassified from equity to the
profit or loss account as a reclassification adjustment (in accordance with IAS1).
(vii) Gains and losses
Gains or losses arising from a change in the fair value of a financial asset or financial liability that is not part
of a hedging relationship are recognised as follows:
a) Gains or losses arising from financial assets or financial liabilities classified as measured at fair value
through profit or loss are recognised in profit or loss;
b) Gains or losses arising from a financial asset measured at fair value through other comprehensive
income are recognised in other comprehensive income.
Gains on shares measured at fair value through other comprehensive income are recognised as follows:
- Changes in fair value (including exchange rate) in other comprehensive income
- Dividend income is recognised in profit or loss
Gains on debt instruments (bonds):
- Changes in fair value (including exchange rate) in other comprehensive income
- Interest income is recognised in profit or loss
- Adjustments for loss of value are recorded in profit or loss
When the asset is derecognised, cumulative losses or gains previously recognised in other comprehensive
income:
- are reclassified from equity to profit or loss in the case of debt instruments;
- are transferred within the retained earnings in the case of equity instruments (shares).
Notes to separate financial statements
for the financial year ending 31 December 2021
14
At the time of depreciation or derecognition of financial assets accounted for at amortised cost, as well as
through the process of their depreciation, the Company recognizes a gain or loss in the profit or loss
account.
For financial assets recognised using settlement date accounting, any change in the fair value of the asset
to be received during the period between the trading date and the settlement date is not recognised for
assets recognised at cost or amortised cost (excluding impairment losses). For assets carried at fair value,
however, the change in fair value shall be recognised in profit or loss or equity, as the case may be.
(f) Other financial assets and liabilities
Other financial assets and liabilities are valued at amortised cost using the effective interest method.
(g) Property, plant and equipment
(i) Recognition and evaluation
Property, plant and equipment recognised as assets are initially valued at cost. The cost of an item of
property, plant and equipment consists of the purchase price, including non-recoverable taxes, after
deducting any price reductions of a commercial nature and any costs directly attributable to bringing the
asset to the location and under the condition necessary for it to be used for the purpose desired by
management, such as: expense on employees arising directly from the construction or purchase of the
asset, site development costs, initial delivery and handling costs, installation and assembly costs,
professional fees.
Property, plant and equipment are classified by the Company into the following classes of assets of the
same nature and with similar uses:
- Land and buildings;
- Technical installations and means of transport;
- Other installations, tools and furniture
(ii) Evaluation after recognition
After recognition as an asset, items of property, plant and equipment of the nature of land and buildings
whose fair value can be measured reliably are carried at a revalued amount, which is fair value at the date
of the revaluation less any subsequent accumulated depreciation and any accumulated impairment losses.
Other property, plant and equipment are measured at cost less cumulative depreciation and any
impairment losses.
Revaluations are made on a regular basis to ensure that the carrying amount does not differ significantly
from what would have been determined by using fair value at the end of the reporting period.
If an item of property, plant and equipment is revalued, then the entire class of property, plant and
equipment to which that item belongs is subject to revaluation.
If the carrying amount of an asset is increased as a result of a revaluation, the increase is recognised in
other comprehensive income and accumulated in equity as a revaluation surplus.
However, the increase will be recognised in profit or loss to the extent that it offsets a decrease in the
revaluation of the same asset previously recognised in profit or loss.
If the carrying amount of an asset is reduced as a result of a revaluation, that decrease is recognised in
profit or loss.
However, the reduction will be recognised in other comprehensive income to the extent that the
revaluation surplus presents a credit balance for that asset. Transfers from revaluation surplus to retained
earnings shall not be effected by way of profit or loss.
(iii) Subsequent costs
Subsequent costs related to property, plant and equipment are assessed in the light of the general criterion
for the recognition of property, plant and equipment, namely
- Whether future economic benefits associated with the asset are likely to be entered;
Notes to separate financial statements
for the financial year ending 31 December 2021
15
- Whether these costs can be measured reliably..
The costs of daily maintenance ("repair and maintenance expenses") related to property, plant and
equipment are not capitalized; they are recognised as the costs of the period in which they occur. These
costs consist mainly of expense on labour and consumables, and may also include the cost of low-value
components.
Expense on the maintenance and repair of property, plant and equipment shall be recorded in the profit
or loss account when they occur, and significant improvements to property, plant and equipment which
increase their value or lifetime, or which significantly increase their capacity to generate economic benefits,
shall be capitalised.
(iv) Amortization
Depreciation is calculated for the cost of the asset or another cost-substituting amount less the residual
value. Depreciation is recognised in the profit or loss account using the straight-line method for the
estimated useful life of property, plant and equipment.
The estimated useful life spans for the current period and for the comparative periods are as follows:
Construction
10-50 years
Equipment, technical installations and
machinery
3-30 years
Means of transport
4-12 years
Furniture and other property, plant and
equipment
3-20 years
Depreciation methods, estimated useful life spans as well as residual values are reviewed by the Company's
management at each reporting date.
(v) Sale/disposal of property, plant and equipment
The carrying amount of an item of property, plant and equipment is derecognised (removed from the
statement of financial position) upon disposal or when no future economic benefit is expected from its use
or disposal.
Property, plant and equipment that is scrapped or sold are removed from the balance sheet together with
the corresponding cumulative depreciation. Any profit or loss arising from such an operation shall be
included in the current profit or loss account.
(h) Intangible assets
Intangible assets are initially valued at cost. After initial recognition, an intangible asset is accounted for at
cost less cumulative depreciation and any cumulative impairment losses (Note 3k).
(i) Depreciation of intangible assets
Depreciation is calculated for the cost of the asset or another amount that substitutes for cost. Depreciation
is recognised in profit or loss using the straight-line method for the estimated useful life of intangible assets
from the date on which they are available for use, which most accurately reflects the expected pattern of
consumption of the economic benefits embodied in the asset.
The estimated useful life spans for the current period and for the comparative periods are as follows:
Software
1-3 years
Other intangible assets
1- 5 years
Depreciation methods and useful life shall be reviewed at the end of each financial year and adjusted
accordingly.
(j) Investment property
Notes to separate financial statements
for the financial year ending 31 December 2021
16
An investment property is a real estate property (land, building or part of a building) owned by the Company
to obtain rental income or to increase the value of capital, or both, rather than to be used for the production
or supply of goods or services or for administrative purposes or to be sold in the ordinary course of
business.
(i) Acknowledgment
An investment property shall be recognised as an asset if, and only if there is a likelihood that the future
economic benefits associated with the investment property will accrue to the Company and the cost of the
investment property can be measured reliably.
(Ii) Assessment
Recognition assessment
An investment property must initially be valued at cost, including transaction costs. The cost of a purchased
investment property includes its purchase price plus any directly attributable expenses (e.g. professional
fees for the provision of legal services, transfer of ownership fees and other transaction costs).
Measurement after recognition
The fair value model
After initial recognition, all investment property is measured at fair value unless fair value cannot be
determined reliably on a continuing basis.
In exceptional circumstances where, at the time of the first acquisition of an investment property, there is
clear evidence that the fair value of the investment property cannot be reliably determined on a continuing
basis, the Company measures that investment property using the cost model. All other investment
property is measured at fair value. If the Company has previously measured an investment property at fair
value, then it will continue to measure that investment property at fair value until the time of disposal.
Gains or losses resulting from changes in the fair value of investment property are recognised in the profit
or loss of the period in which they occur.
The fair value of investment property shall reflect market conditions at the end of the reporting period.
(iii) Derecognition
The carrying amount of an investment property is derecognised (removed from the statement of financial
position) at the time of disposal or when the investment is permanently withdrawn from use and no future
economic benefits are expected to arise from its disposal.
Gains or losses arising from the disposal or disposal of an investment property shall be recognised in profit
or loss during the period of termination or disposal.
k) Leasing
On the date of commencement of the contract, the lessee recognises that right of use in the asset a liability
within the liability. The valuation of the right-of-use asset is made at cost. This includes the initial
measurement of the liability, the net payments (minus incentives received) of the lease made at or before
the start of the contract or before that date any costs incurred by the lessee at the beginning of that lease.
The measurement of the liability shall be made on the basis of the net present value of future lease
payments, using the interest rate applicable under the contract or, failing that, the cost of an equivalent loan
to the lessee. Lease payments include: fixed amounts, variable amounts (dependent on indices or rates,
depending on the level of these parameters at the beginning of the contract), amounts related to the residual
value, the purchase price (in case of exercising the option) respectively penalties due in case of early
termination of the contract.
In the subsequent measurement, the carrying amount is the initial cost less any accumulated depreciation,
accumulated impairment losses or adjusted for any revaluations of the liability. Depreciation of the asset
occurs over the period between the beginning of the contract and the end of the contract/useful life term.
The revaluation of the leasing debt is carried out by increasing the carrying amount by the accumulated
interest, reducing it with the leasing payments made respectively adjusted according to any contractual
changes.
Notes to separate financial statements
for the financial year ending 31 December 2021
17
The amount of interest shall be included in the expenses of the period and shall be determined on the basis
of the financing interest rate provided for in the contract, that is to say, the marginal borrowing rate of the
lessee concerned, the interest rate that the lessee would have to pay in order to borrow, for a similar period
and with a similar guarantee, the funds necessary to obtain an asset of an amount similar to that of the right-
of-use asset, in a similar economic environment.
(l) Impairment of non-financial assets
The carrying amount of the Company's assets which are not of a financial nature, other than assets of the
nature of deferred taxes, shall be reviewed at each reporting date in order to identify the existence of
impairment indices. If such indications exist, the recoverable amount of those assets shall be estimated.
An impairment loss is recognised when the carrying amount of the asset or its cash-generating unit exceeds
the recoverable amount of the cash-generating asset or unit.
A cash-generating unit is the smallest identifiable group that generates cash and is independent of other
assets and groups of assets. Impairment losses are recognised in the profit and loss account.
The recoverable amount of an asset or a cash-generating unit is the maximum between its value in use and
its fair value less the costs of selling that asset or units. For the determination of the net use value, future
cash flows are discounted using a pre-tax discount rate that reflects current market conditions and risks
specific to that asset.
Impairment losses recognised in previous periods shall be assessed at each reporting date to determine
whether they have decreased or no longer exist. Impairment loss shall be resumed if there has been a
change in the estimates used to determine the recovery value. Impairment loss shall only be resumed if
the carrying amount of the asset does not exceed the calculated carrying amount, net depreciation and
impairment, if the impairment loss had not been recognised.
(m) Share capital and treasury shares
Ordinary shares are recognised in the share capital. Incremental costs directly attributable to an issue of
ordinary shares are deducted from the capital net of the effects of taxation.
For the purpose of preparing ifrs compliant separate financial statements, the Company also applied the
provisions of IAS 29 "Financial reporting in hyperinflationary economies" by adjusting, for current
measurement as at December 31, 2003, the share capital.
The company recognizes redemptions of equity shares at the time of the transaction as a decrease in
equity. The repurchased equity shares are recorded at the acquisition value, with brokerage fees and other
costs directly related to the acquisition being recognised in a separate account also as a decrease in equity.
Cancellation of treasury shares held is carried out on the basis of the approval of shareholders, in
compliance with all legal requirements regarding this operation. When derecognised, the Company uses
the share capital accounts (for face value) respectively retained earnings (for the difference between the
acquisition cost and the nominal value) in return for the cancelled treasury shares.
(n) Provisions for liabilities and charges
Provisions are recognised in the statement of financial position when an obligation related to a past event
arises for the Company and it is likely that in the future it will be necessary to consume economic resources
to extinguish that obligation and a reasonable estimate of the amount of the obligation can be made. For
the determination of the provision, future cash flows are discounted using a pre-tax discount rate that
reflects current market conditions and the risks specific to that liability. The amount recognised as a
provision constitutes the best estimate of the expenses required to settle the current obligation at the end
of the reporting period.
(o) Interest income and expenses
Interest income and charges shall be recognised in the separate statement of profit or loss by the effective
interest method. The effective interest rate represents the rate that accurately discounts future cash
payments and receipts over the expected life of the financial instrument up to the level of the gross carrying
Notes to separate financial statements
for the financial year ending 31 December 2021
18
amount of the financial asset in question the amortised cost of the financial liability. Interest income shall
also include the financing component of a contract for the disposal of financial assets in the event that it is
material and results, implicitly or explicitly, from the terms of the contract.
(p) Dividend income
Dividends on an equity instrument classified at fair value through other comprehensive income that at fair
value through profit or loss are recognised in profit or loss when the entity's entitlement to receive those
amounts is determined, unless those amounts represent a substantial return on investment cost,
complying with IFRS 9.
The company does not record dividend income from shares received free of charge when they are
distributed proportionally to all shareholders.
Dividend income is recorded at the gross amount that includes the dividend tax, which is recognized as a
current expense with the income tax. Their accounting recognition is made after the date of registration,
which identifies the shareholders on whom the decisions of the general meeting of shareholders are
reflected, taking into account the number of shares held by the Company on the date of registration and
the gross dividend / share approved by those decisions.
(q) Employee benefits
(i) Short-term benefits
Obligations with short-term benefits granted to employees are not updated and are recognized in the
statement of overall result as the related service is provided.
The short-term benefits of employees include salaries, bonuses and social security contributions. The
short-term benefits of employees are recognized as an expense when services are provided.
(ii) Defined contribution plans
The company makes payments on behalf of its own employees to the pension system of the Romanian
state, health insurance, during the normal activity. Also, the Company retains and transfers to private
pension funds, the amounts with which the employees have enrolled in an optional pension plan.
All employees of the Company are members and also have the legal obligation to contribute (through social
contributions) to the pension system of the Romanian State (a plan of determined contributions of the
State). All related contributions are recognised in the profit or loss account of the period when they are
made. The company has no other additional obligations.
The company is not employed in any independent pension scheme and therefore has no other obligations
in this respect. e company is not obliged to provide services subsequent to former or current employees.
(iii) Long-term employee benefits
The net obligation of the Company regarding the benefits related to the long-term services is represented
by the value of the future benefits that the employees have earned in exchange for the services provided
by them in the current and previous periods. Based on the Collective Labour Agreement in force, people
who retire at old age may benefit at the time of retirement from an aid at the level of five average net
salaries per society.
The present value of this obligation is not material, and as such the Company has not recognized these
future costs as a provision in these financial statements.
(iv) Payment based on shares and share option plan programs
According to IFRS 2, for share-based payment transactions with a settlement in shares, the entity shall
measure the goods or services received and the corresponding increase in equity directly at the fair value
of the goods or services received, unless fair value cannot be estimated reliably. If the entity cannot reliably
Notes to separate financial statements
for the financial year ending 31 December 2021
19
estimate the fair value of the goods or services received, the entity shall measure their value and the
corresponding increase in equity indirectly in relation to the fair value of the equity instruments awarded.
To apply these provisions to transactions with employees and other persons providing similar services, the
entity shall measure the fair value of the services received by reference to the fair value of the equity
instruments granted because it is generally not possible to estimate reliably the fair value of the services
received. The fair value of those equity instruments shall be measured at date of grant.
An award of equity instruments may be conditional on satisfaction specific conditions for entry into rights.
For example, an assignment of shares or share options to an employee is generally conditional on the
employee remaining in the service of the entity for a specified period of time. It may be necessary to meet
performance conditions, such as for the entity to achieve a specified increase in profit or a specified
increase in the entity's share price. Conditions for entry into rights other than market conditions shall not
be taken into account when estimating the fair value of shares or options per share at the measurement
date. Conversely, the conditions for entry into entitlement must be taken into account by adjusting the
number of equity instruments included in the measurement of the transaction value, so that ultimately the
value recognised for the goods or services received in return for the equity instruments awarded must be
based on the number of equity instruments that ultimately come into entitlement. Therefore, on a
cumulative basis, no value is recognised for the goods or services received if the equity instruments
awarded do not enter into their rights due to the failure to comply with a condition for entry into rights, for
example, the partner does not complete the specified service period or a performance condition is not
met.
(r) Corporate income tax
Reflected in the statement of financial position
The corporate tax includes the current tax and the deferred tax.
Income tax is recognised in profit or loss or in other comprehensive income if the tax is related to capital
items.
The company recognises a deferred income tax liability (asset) for taxable (deductible) temporary fair value
differences on investments in shares measured at fair value through other comprehensive income. The
amount of this liability(s) is adjusted accordingly each time any taxable (deductible) fair value differences
are recognised.
The deferred tax is determined using the balance sheet method for those temporary differences that arise
between the tax base for calculating the tax on assets and liabilities and their carrying amount used for
reporting in the separate financial statements.
Deferred tax shall not be recognised for the following temporary differences: initial recognition of goodwill,
initial recognition of assets and liabilities arising from transactions which are not combinations of
enterprises and which do not affect either accounting or tax profit, and differences arising from
investments in subsidiaries and associates, provided that they are not resumed in the near future. The
deferred tax is calculated on the basis of the tax percentages that are expected to be applicable to the
temporary differences upon their resumption, based on the legislation in force on the date of reporting or
the legislation issued on the date of reporting and which will enter into force later.
The deferred tax liability is recognised only to the extent that it is likely that taxable profit will be obtained
in the future after offsetting against the tax loss of previous years and the income tax to be recovered. The
deferred tax asset is reduced to the extent that the corresponding tax benefit is unlikely to be realized.
Calculated deferred tax assets and liabilities are presented at net value in the company's separate financial
statements.
Deferred tax assets and liabilities are cleared if there is a legal right to set off current tax assets and
liabilities that relate to taxes levied by the same tax authority, from the same taxable entity, or on different
tax entities but which intend to clear current tax assets and liabilities on a net basis, or their tax assets and
liabilities will be realized simultaneously.
Reflected in the statement of profit or loss
Current income tax also includes tax on income from dividends recognised at gross value.
Notes to separate financial statements
for the financial year ending 31 December 2021
20
The additional taxes arising from the distribution of dividends are recognised on the same date as the
obligation to pay the dividends.
The current tax is the tax payable on the profit realized in the current period, determined on the basis of
the percentages applied at the balance sheet date and all the adjustments related to the previous periods.
As of December 31, 2021 and December 31, 2020, the corporate tax was 16%.
(s) Earnings per share
The company presents the result per share base and diluted for ordinary shares. The earnings per share is
determined by dividing the profit or loss attributable to the ordinary shareholders of the Company by the
weighted average number of ordinary shares for the reporting period. Diluted earnings per share is
determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average
number of ordinary shares with the dilution effects generated by the potential ordinary shares.
(t) Dividends
Dividends are treated as a distribution of profit during the period in which they were declared and
approved by the General Meeting of Shareholders.
Dividends not paid for three years and for which the right to claim them has been time-barred shall be
recorded in equity to Other reserves – distinct account.
(u) Adoption of New or revised standards and interpretations
The following new standards, amendments to existing standards and interpretations issued by the IASB
and adopted by the EU have an effect for the current reporting period:
Standards and amendments to existing standards issued by the IASB and adopted by the EU are in
force for the current reporting period:
Amendments to IFRS 9 "Financial Instruments", IAS 39 "Financial Instruments: Recognition and
Measurement", IFRS 7 "Financial Instruments: Disclosures", IFRS 4 "Insurance Contracts" and IFRS 16
"Leases" — Reform of the Interest Rate Benchmark — Phase Two adopted by the EU on 13 January 2021
(applicable for annual periods beginning on or after 1 January 2021),
Amendments to IFRS 16 "Leases" - Concessions to rents due to Covid-19 after 30 June 2021 adopted by the
EU on 30 August 2021 (applicable from 1 April 2021 for financial years from, at the latest, 1 January 2021
or after),
Amendments to IFRS 4 "Insurance Contracts" — Extension of the temporary exemption from IFRS 9
adopted by the EU on 16 December 2020 (the expiry date of the temporary exemption from IFRS 9 was
extended to 1 January 2021 for annual periods as of or after 1 January 2023).
The adoption of these amendments to the existing standards did not lead to significant changes in the
financial statements of the Company.
Standards and amendments to existing standards issued by the IASB and adopted by the EU, but
which have not yet entered into force
At the time of signing these Financial Statements, the following amendments to the existing standards were
issued by the IASB and adopted by the EU, but have not yet entered into force:
Amendments to IAS 16 'Property, plant and equipment' — Proceeds before expected use adopted by the
EU on 28 June 2021 (applicable for annual periods beginning on or after 1 January 2022),
Notes to separate financial statements
for the financial year ending 31 December 2021
21
Amendments to IAS 37 'Provisions, contingent liabilities and contingent assets' — Onerous contracts —
Cost of contract performance adopted by the EU on 28 June 2021 (applicable for annual periods beginning
on or after 1 January 2022),
Amendments to IFRS 3 "Business Combinations" — Definition of the conceptual framework with
amendments to IFRS 3 adopted by the EU on 28 June 2021 (applicable for annual periods as of or after 1
January 2022),
IFRS 17 "Insurance Contracts" including amendments to IFRS 17 issued by the IASB on 25 June 2020 -
adopted by the EU on 19 November 2021 (applicable for annual periods beginning on or after 1 January
2023),
Amendments to various standards due to the "IFRS Enhancements (2018–2020 Cycle)" resulting from the
annual draft IFRS Improvement (IFRS 1, IFRS 9, IFRS 16 and IAS 41) with the primary purpose of eliminating
inconsistencies and clarifying certain formulations — adopted by the EU on June 28, 2021 (the
amendments to IFRS 1, IFRS 9 and IAS 41 are applicable for annual periods beginning on or after 1 January
2022). The amendment to IFRS 16 refers only to an illustrative example, so no effective date is mentioned).
New standards and amendments to existing standards issued by the IASB but not yet adopted by
the EU
At present, the IFRS standards adopted by the EU do not differ significantly from the regulations adopted
by the IASB, with the exception of the following new standards and amendments to existing standards,
which have not yet been adopted for application in the EU by the date of publication of these Financial
Statements:
IFRS 14 "Deferral accounts related to regulated activities" (applicable for annual periods from or after 1
January 2016) – the European Commission has decided not to issue the approval process of this interim
standard and to wait for the final standard,
Amendments to IAS 1 "Presentation of Financial Statements" — Classification of liabilities into short-term
and long-term liabilities (applicable for annual periods beginning on or after 1 January 2023),
Amendments to IAS 1 "Presentation of Financial Statements" — Presentation of Accounting Policies
(applicable for annual periods beginning on or after 1 January 2023),
Amendments to IAS 8 "Accounting policies, changes in accounting estimates and errors" — Definition of
accounting estimates (applicable for annual periods beginning on or after 1 January 2023),
Amendments to IAS 12 "Income Tax" — Deferred tax on assets and liabilities arising from a single
transaction (applicable for annual periods beginning on or after 1 January 2023),
Amendments to IFRS 10 "Consolidated Financial Statements" and IAS 28 "Investments in Associates and
Joint Ventures"— Sale of or contribution of assets between an investor and its associates or joint ventures
and subsequent amendments (the effective date has been postponed for an indefinite period until the
research project on the equity method is completed),
Amendments to IFRS 17 "Insurance Contracts" — Initial Application of IFRS 17 and IFRS 9 — Comparative
Information (applicable for annual periods as of or after 1 January 2023.)
The company anticipates that the adoption of these new standards and changes to existing standards will
not have a material impact on the financial statements during the initial maintenance period.
(v) Subsequent events
Notes to separate financial statements
for the financial year ending 31 December 2021
22
Events occurring after the balance sheet date may provide additional information on the period reported
as compared to that known at the balance sheet date. If the annual financial statements have not been
approved, they must be adjusted to also reflect additional information, if that information relates to
conditions (events, operations, etc.) that existed at the balance sheet date.
Events after the balance sheet date are those events, favourable or unfavourable, that occur between the
balance sheet date and the date on which the annual financial statements are approved. Events after the
balance sheet date shall include all events occurring up to the date on which the annual financial
statements are approved, even if those events occur after the disclosure of financial information to the
public.
Two types of events after the balance sheet date can be identified:
- those proving the conditions which existed at the balance sheet date. These events after the balance sheet
date lead to an adjustment of the annual financial statements; and
- those giving indications of conditions arising after the balance sheet date. These events after the balance
sheet date do not lead to an adjustment of the annual financial statements.
In the case of events after the balance sheet date that lead to the adjustment of the annual financial
statements, the Company shall adjust the amounts recognised in its financial statements to reflect events
after the balance sheet date. An event after the balance sheet date that leads to an adjustment in the
annual financial statements and that requires the Company to adjust the amounts recognised in its annual
financial statements or the recognition of items that have not previously been recognised is the resolution
after the balance sheet date of a dispute that confirms that the entity has an obligation present at the
balance sheet date. The company adjusts any previously recognised provision in connection with this
dispute or recognizes a new provision.
In the case of events after the balance sheet date which do not lead to an adjustment of the annual
financial statements, the Company shall not adjust the amounts recognised in its financial statements to
reflect those events after the balance sheet date.
If the Company receives, after the balance sheet date, information about the conditions that existed at the
balance sheet date, the Company shall update the disclosures relating to these conditions in the light of
the new information.
(x) The impact of the COVID-19 pandemic and recent global developments on the financial position
of the Company
As a result of the negative impact of the COVID-19 pandemic on global and local economic activities, the
Company's management estimates that the financial performance (in a higher proportion) and the financial
position (in a smaller proportion) were significantly influenced by the effects of the pandemic in 2020 and
part of 2021. These influences may also manifest themselves in future financial years both in terms of the
fair values of the financial assets held, both those reflected in the profit and loss account and in other
comprehensive income, and in the Company's recurring income from dividends and interest on monetary
investments (against the background of falling interest rates as a result of monetary policy decisions at
global and local level).
In addition to the pandemic context, the degradation of the regional geopolitical and security context can
significantly influence both the fair values of the entity's financial assets and the expected future cash flows.
The galloping evolution of commodity prices, energy products and the global inflationary context, coupled
with the uncertainty of the impact and tempo of the monetary policies of the main central banks, are the
main sources of uncertainty in calibrating the management activity of the Company's assets.
The Company's management constantly monitors the main dynamics of the local and international
economic environment, but a precise assessment of the potential impact on the position and future
financial performance is difficult to achieve. However, the Company's management does not anticipate
difficulties in fulfilling its obligations to third parties under the conditions of a balanced structure of assets
held and the significant amount of liquidity with immediate availability.
4. Managing significant risks
Notes to separate financial statements
for the financial year ending 31 December 2021
23
The risk management activity is found in the organizational structure of the Company and concerns both
the general risks and the specific risks, as provided by the applicable national and European legislation and
regulations.
The most important financial risks to which the Company is exposed are credit risk, liquidity risk and market
risk. Market risk includes currency risk, interest rate risk and equity instruments' price risk. This note
presents information regarding the Company's exposure to each of the above-mentioned risks, the
Company's objectives and policies and the risk assessment and management processes.
The company uses a variety of policies and procedures to manage and assess the types of risk to which it
is exposed. These policies and procedures are presented in the subchapter dedicated to each type of risk.
4.1 Financial risks
(a) Market risk
Market risk is the current or future risk of losses on balance sheet and off-balance sheet positions due to
adverse market price fluctuations (such as e.g. share prices, interest rates, exchange rates). The Company's
management establishes the risk limits that can be accepted, limits that are regularly monitored. However,
the use of this approach does not lead to the prevention of losses outside the limits set in the event of a
significant market fluctuation.
The position risk is associated with the portfolio of financial instruments held by the Company with the
intention to benefit from the favorable evolution of the price of the respective financial assets or from any
dividends / coupons granted by the issuers. The company is exposed to position risk, both in relation to
the general one and to the specific one, due to short-term investments made in bonds, shares and fund
units.
The Management has continuously pursued and seeks to minimize the possible adverse effects associated
with this financial risk through an active policy of prudential portfolio diversification, as well as by using
one or more risk mitigation techniques depending on the evolution of market prices related to the financial
instruments held by the Company.
Risk of concentration
The concentration risk concerns all the assets held by the Company, regardless of the period of their
holding, and by reducing this type of risk, it is aimed at avoiding the registration of too large an exposure
to a single debtor / issuer at the level of the Company.
Management's policy of diversification of exposures applies to the structure of the portfolio, the structure
of the business model, as well as the structure of exposures to financial risks. Thus, this diversification
policy involves: diversifying the portfolio by avoiding excessive exposure to a debtor, issuer, country or
geographical region; the diversification of the structure of the business plan aims at the level of the
Company to avoid excessive exposure towards a certain line of business / sector of activity; the
diversification of the structure of financial risks is aimed at avoiding excessive exposure to a certain type
of financial risk.
The market risk of equity instruments results predominantly from shares measured at fair value through
other comprehensive income and the profit or loss account. The entities in which the Company holds
shares operate in various industries.
The objective of market risk management is to control and manage market risk exposures within
acceptable parameters, to the extent that profitability is optimised.
The Company's strategy for managing market risk is driven by its investment objective, and market risk is
managed in accordance with its policies and procedures.
The company is exposed to the following categories of market risk:
(i) Market price risk
Notes to separate financial statements
for the financial year ending 31 December 2021
24
Price risk is the risk of loss-making on both balance sheet and off-balance sheet positions due to asset price
developments.
The company is exposed to the risk that the fair value of the financial instruments held may fluctuate as a
result of changes in market prices, whether it is caused by factors specific to the activity of its issuer or
factors affecting all instruments traded on the market.
The Board of Directors monitors the way in which the market risk management is carried out, and the
internal procedures provide that, when the price risks are not in accordance with the investment policy and
the Company's principles, the portfolio must be relaunched.
A positive change of 10% in the price of financial assets at fair value through profit or loss (subsidiary
shares, associates, corporate bonds and fund units) would lead to an increase in post-tax profit, by RON
161,503,340 (December 31, 2020: RON 130,238,674), a negative change of 10% having an equal and
contrary net impact.
A positive 10% change in the prices of financial assets measured at fair value through other comprehensive
income, investments in corporate shares and bonds would lead to an increase in equity, net of income tax,
by 133,426,086 LEI (31 December 2020: 112,627,921 lei), a negative variation of 10% having an equal net
impact and of opposite sign.
The company holds shares in companies operating in different sectors of activity, as follows:
As can be seen from the table below, on December 31, 2021, the company mainly held shares in companies
operating in the financial-banking and insurance field, with a share of 49.9% of the total portfolio, up from
the share of 49.1% recorded on December 31, 2020.
In LEI
31 December
2021
%
31 December
2020
%
Financial intermediation and insurance
1.409.857.853
49,9%
1.153.509.071
49,1%
Manufacturing
796.836.286
28,2%
574.531.935
24,5%
Hotels and restaurants
97.642.827
3,5%
100.015.985
4,3%
Wholesale and retail trade, repair of motor
vehicles
39.048.278
1,4%
30.964.570
1,3%
Production and supply of energy, gas, water
27.214.550
1,0%
12.951.575
0,6%
Extractive industry
17.897.034
0,6%
13.037.218
0,6%
Other activities
1.174.734
0,0%
3.738.815
0,2%
Financial services applicable to the real estate
domain
390.087.877
13,8%
415.606.095
17,7%
Construction
606.059
0,0%
197.061
0,0%
Transport and storage
44.560.504
1,6%
42.978.421
1,8%
Rental of real estate
2.319.072
0,1%
1.104.583
0,0%
Agriculture, forestry and fisheries
151.713
0,0%
411.121
0,0%
TOTAL
2.827.396.787
100,0%
2.349.046.451
100%
As of December 31, 2021, the Company holds fund units worth RON 369,180,263 (31 December 2020: RON
305,468,130), at the Closed-End Investment Funds Active Plus, Star Value, Optim Invest, Certinvest Actiuni
and Romania Strategy Fund. The company is exposed to price risk in terms of investments made (listed
shares, bonds, bank deposits) with a different degree of risk by these Investment Funds.
The sectoral structure of the Company's holdings was influenced by the asymmetrical return of the share
prices during the Covid-19 pandemic in the sense of (1) the faster growth of the fair value and implicitly of
the share of investments in the financial sector (mainly listed entities), (2) the increase in the share of the
manufacturing sector, mainly due to the upward evolution of the listed holdings in the pharma segment
and (3) the slow/stagnating fair value of the sectors directly and significantly affected by the pandemic and
the measures to combat it (mainly hotels and restaurants).
(ii) Interest rate risk
Notes to separate financial statements
for the financial year ending 31 December 2021
25
Interest rate risk is the risk that the company's income or expenses, or the value of the Company's assets
or liabilities, will fluctuate as a result of changing interest rates in the market.
With regard to interest-bearing financial instruments: interest rate risk is composed of the fluctuation risk
recorded in the value of a given financial instrument as a result of changes in interest rates and the risk of
differences between the maturity of interest-bearing financial assets and that of interest-bearing liabilities.
However, interest rate risk can also influence the value of fixed interest-bearing assets (e.g. bonds), so an
increase in the market interest rate will lead to a decrease in the value of the future cash flows generated
by them and may lead to a reduction in their price, if it increases the preference of investors to place their
funds in bank deposits or other instruments whose interest rate has increased, and vice versa - a reduction
in the market interest rate can cause the price of shares and bonds to rise and cause an increase in the fair
value of future cash flows.
With respect to fixed-rate assets or marketable assets, the Company is exposed to the risk that the fair
value of future cash flows on financial instruments will fluctuate as a result of changes in market interest
rates.
Thus, the Company will be subject to limited exposure to fair value rate risk or future cash flows due to
fluctuations in the prevailing levels of interest rates in the market.
The company does not use derivatives to protect itself from interest rate fluctuations.
The following table illustrates the annual interest rates obtained by the Company for the interest-bearing
assets during 2021:
RON
EUR
Interval
Interval
Financial assets
Min
Max
Min
Max
Bank deposits
0,00%
2,18%
0,06%
0,12%
Financial assets at fair value through profit and loss
3,50%
4,30%
6,00%
6,00%
Financial assets at fair value through other comprehensive
income
-
-
5,75%
5,75%
The following table illustrates the annual interest rates obtained by the Company for the interest-bearing
assets during 2020:
RON
Interval
EUR
Interval
Financial assets
Min
Max
Min
Max
Bank deposits
0,60%
2,75%
-
-
Financial assets at fair value through profit and loss
4,15%
5,16%
5,91%
6,00%
Financial assets at fair value through other comprehensive
income
-
-
5,75%
5,75%
Investments valued at amortised cost
-
-
13,00%
13,00%
The table below contains a summary of the Company's exposure to interest rate risks. The table includes
the Assets and Liabilities of the Company at the accounting values, classified according to the most recent
date between the date of the change in interest rates and the maturity date.
In RON
2021
2020
Cash and cash equivalents*
106.464.876
114.600.000
Bank deposits
79.198.863
-
Financial assets at fair value through profit and loss - corporate bonds
37.612.296
48.303.551
Financial assets at fair value through other comprehensive income —
corporate bonds
5.273.438
5.102.644
TOTAL
228.549.473
168.006.195
*Short-term investments in bank deposits (maturity of less than 3 months) are included in cash equivalents
The impact on the Net Profit of the Company (on account of interest income) of a change in the ± 1.00% of
the interest rate on floating interest bearing assets and liabilities and denominated in other currencies in
Notes to separate financial statements
for the financial year ending 31 December 2021
26
conjunction with a change of ± 1.00% in the interest rate on variable interest-bearing assets and liabilities
expressed in RON is RON 1,919,816 (31 December 2020: 1,411,252 lei).
In the case of bonds disclosed at fair value (level 1) held, a change of +/-5% of their market price determines
a net impact in the amount of +/-1,579,716 lei (31 December 2020: +/-2,028,749 lei) in the profit or loss
account, respectively in the amount of +/-221,484 lei (31 December 2020: +/-214,311 lei) in other elements
of the global result.
(iii Currency risk
Currency risk is the risk of incurring losses or non-realization of the estimated profit as a result of
unfavourable fluctuations in the exchange rate. The company invests in financial instruments and enters
into transactions that are denominated in currencies other than its functional currency, so it is exposed to
risks that the exchange rate of the national currency in relation to another currency will have adverse
effects on the fair value or future cash flows of that portion of the financial assets and liabilities
denominated in another currency.
The company performed transactions in the reporting periods both in Romanian currency (Leu) and in
foreign currency. The Romanian currency fluctuated compared to foreign currencies, EURO and USD.
The financial instruments used give the possibility to preserve the value of monetary assets held in LEI, by
making investments and collecting interest according to the maturity date.
The company did not carry out any transactions in exchange rate derivatives during the financial years
presented.
The financial assets and liabilities of the Company in RON and foreign currencies as at 31 December 2021
and 31 December 2020 can be analyzed as follows:
Financial assets exposed to exchange rate risk (in RON)
In RON
2021
2020
Cash and cash equivalents
252.423.162
34.944.113
Bank deposits
79.232.230
-
Financial assets at fair value through the profit or loss — (including
assets held by investment funds)*
15.217.333
28.483.377
Financial assets at fair value through other comprehensive income**
209.887.194
180.596.402
Total assets
556.759.919
244.023.892
Lease liabilities
(789.288)
(934.521)
Total liabilities
(789.288)
(934.521)
Net financial assets
555.970.631
243.089.371
* Within the financial assets at fair value through the profit or loss are included the bonds in euro and the foreign
currency holdings of the closed-end investment funds, proportional to the Company's holding in their net assets.
** In financial assets at fair value through other comprehensive income in EUR are included holdings held outside the
country, i.e. Austria - Erste Bank and impact corporate bonds.
As of December 31, 2021 and December 31, 2020, the Company holds fund units at Active Plus Closed-End
Investment Funds, Star Value, Optim Invest, Certinvest Shares and Romania Strategy Fund. The company
is exposed to foreign exchange risk in terms of investments made by these Investment Funds (financial
instruments listed on foreign markets, available or investments in foreign currency).
As of December 31, 2021, respectively on December 31, 2020, the assets of the closed-end funds
represented mainly investments in shares listed on a regulated market in Romania and other Member
States of the European Union.
The following table shows the sensitivity of profit or loss as well as equity to possible changes at the end of
the reporting period of the foreign exchange rates in correspondence with the reporting currency, keeping
all other variables constant:
31 December 2021
31 December 2020
Impact in
the profit
and loss
account
Impact in other
elements of the
overall result
Impact in the
profit and
loss account
Impact in other
elements of the
overall result
Notes to separate financial statements
for the financial year ending 31 December 2021
27
Eur appreciation by 5% (2020:
5%)
14.757.401
8.593.365
2.839.388
7.370.366
Depreciation EUR 5% (2020: 5%)
(14.757.401)
(8.593.365)
(2.839.388)
(7.360.366)
Total
-
-
-
-
(b) Credit risk
Credit risk is the risk that a counterparty of a financial instrument will fail to fulfill a financial obligation or
commitment in which it has entered into a relationship with the Company, thus resulting in a loss for the
Company. The company is exposed to credit risk as a result of investments made in bonds issued by
companies or the Romanian State, current accounts and bank deposits and other receivables.
The Company's management closely and constantly monitors the exposure to credit risk so that it does not
suffer losses as a result of the concentration of credit in a particular sector or field of activity.
As of December 31, 2021 and December 31, 2020, he does not hold collateral as insurance, nor any other
improvements in the credit rating.
As of December 31, 2021 and December 31, 2020, the Company did not register any outstanding financial
assets, except for some balances from various debtors, which were considered impaired.
Below are the financial assets with exposure to credit risk:
31 December 2021
Current
accounts
Bank
deposits
Bonds
(measured at
fair value
through other
comprehensiv
e income)
Bonds
(measured
at fair
value
through
profit or
loss)
Other
financial
assets
Total
AAA rating up to A-
BBB+
34.760.929
7.485.591
-
-
-
42.246.521
BBB
21.852
-
-
-
-
21.852
BBB-
19.765.325
178.178.14
8
197.943.473
bb+
99.102.745
-
-
-
-
99.102.745
B-
5.283.259
5.283.259
Baa1
-
-
-
-
-
NO
-
-
-
37.907.699
10.514.50
5
48.422.204
TOTAL
153.650.852
185.663.739
5.283.259
37.907.699
10.514.505
393.020.053
31 December 2020
Current
accounts
Bank
deposits
Bonds
(measured at
fair value
through other
comprehensiv
e income)
Bonds
(measured
at fair
value
through
profit or
loss)
Other
financial
assets
Total
AAA rating up to A-
BBB+
35.058.726
90.600.000
-
-
-
125.658.726
BBB
22.683
-
-
-
-
22.683
bb+
941.635
24.000.000
-
-
-
24.941.635
B-
5.111.504
5.111.504
Baa1
3.153
-
-
-
-
3.153
NO
-
-
49.195.115
5.973.797
55.168.912
TOTAL
36.026.197
114.600.000
5.111.504
49.195.115
5.973.797
210.906.614
Notes to separate financial statements
for the financial year ending 31 December 2021
28
The maximum exposure to the credit risk of the Company is in the amount of RON 393,020,053 as of
December 31, 2021 (December 31, 2020: RON 210,906,614) and can be analyzed as follows:
*For the banks for which there is no rating, we took into account the rating of the parent company/** sovereign
rating Romania
The Company's exposure to credit and counterparty risk through corporate bonds held as at 31 December
2021 is presented in the following table:
Issuing
Nr.buc.
Denomin
ation
Interest
rate
Value at Dec.
31, 2021 -lei-
Scandeanc
e
Impact SA**
Eur
210
5.000,00
5,75%
5.273.438
2022
Vrancart SA*
Lei
368.748
100,00
4,30%
37.612.296
2024
Total
42.885.734
*variable interest rate (on the most recent coupon) / **fixed interest rate
The Company's exposure to credit and counterparty risk through corporate bonds held on 31 December
2020 is shown in the following table:
Issuing
Nr.buc.
Denomin
ation
Interest
rate
Value at Dec.
31, 2020 -lei-
Scandeanc
e
Impact SA**
Eur
210
5.000,00
5,75%
5.102.644
2022
Vrancart SA*
Lei
368.748
100,00
4,16%
37.612.296
2024
Sifi Bh Retail SA**
Eur
1.000
2.000,00
6,00%
10.691.255
2021
Total
53.406.195
*variable interest rate
**fixed interest rate
The bonds issued by Banca Transilvania and Blue Air Aviation (during 2020) and SIFI BH Retail (January
2021) were collected at maturity. Given the current structure of investments in bank deposits and bonds,
management does not estimate a significant impact from a credit risk perspective on the financial position
of the Company.
Cash and cash equivalents and bank deposits are not overdue and are not depreciated.
The company conducted an internal analysis of the expected credit losses, the conclusion of the analysis
being that their impact is insignificant. Thus, the Company does not provide information in the notes on
expected credit losses required by IFRS 9.
Corporate bonds are not overdue and are not depreciated.
From the category of other financial assets, various debtors worth RON 4,830,024 (31 December 2020: RON
5,791,202) are not overdue or impaired claims.
As of December 31, 2021 and December 31, 2020, the company considers impaired the value of the
receivables (within various debtors) in the amount of RON 1,292,517 (December 31, 2020: RON 1,405,732)
Credit
Ratin
g
31 December
2021
31 December
2020
BRD - Groupe Société Générale
BBB+
BRD - Groupe Société
Générale
Fitch
13.670.675
34.554.259
Banca Transilvania
bb+
Banca Transilvania
Fitch
99.102.745
24.941.635
Banca Comerciala Romana
BBB+
Banca Comerciala
Romana
Fitch
28.575.512
91.103.916
CEC Bank**
BBB-
Fitch
98.979.897
Exim Bank
BBB-
Exim Bank Romania
Fitch
98.963.576
Intesa Sanpaolo Romania*
BBB
Intesa Sanpaolo Italia
Fitch
21.852
22.683
Raiffeisen Bank Romania
Baa1
Raiffeisen Bank
Romania
Mood
y's
-
3.153
UniCredit Tiriac
BBB+
UniCredit Tiriac
Fitch
333
552
TOTAL (Note 15 and 16)
339.314.591
150.626.197
Notes to separate financial statements
for the financial year ending 31 December 2021
29
representing dividends and penalties due from the portfolio companies and not collected for previous
periods.
(c) Liquidity risk
Liquidity risk is the risk that the Company may encounter difficulties in fulfilling obligations arising from
short-term financial liabilities, which are extinguished by payment in cash or by other financial means, or
that such obligations are extinguished in a manner unfavorable to the Company.
The company follows the evolution of the liquidity level in order to be able to pay its obligations on the date
on which they become due and permanently analyzes the assets and liabilities, depending on the remaining
period until the contractual maturities.
The structure of assets and liabilities was analyzed based on the remaining period from the balance sheet
date until the contractual maturity date, both on December 31, 2021 and December 31, 2020, as follows:
In LEI
Book value
Under 3
months
Between 3
and 12
months
Older than
1 year
No
predetermined
maturity
31 December 2021
Financial assets
Cash and cash equivalents
260.126.530
260.126.530
-
-
-
Bank deposits
79.232.230
26.405.245
52.826.985
-
-
Financial assets at fair value
through profit or loss
1.680.415.609
295.403
-
37.612.296
1.642.507.911
Financial assets measured at fair
value through other
comprehensive income
1.559.352.399
-
5.283.259
-
1.554.069.140
Other financial assets
11.807.022
11.807.022
-
-
-
Total financial assets
3.590.933.790
298.634.199
58.110.244
37.612.296
3.196.577.050
Financial liabilities
Lease liabilities
789.288
63.319
195.013
530.955
-
Other financial liabilities
10.219.192
10.219.192
-
-
-
Total financial liabilities
11.008.480
10.282.511
195.013
530.955
-
Excess liquidity
3.579.925.310
288.351.688
57.915.231
37.081.341
3.196.577.050
In LEI
Book value
Under 3
months
Between 3
and 12
months
Older than
1 year
No
predetermined
maturity
31 December 2020
Financial assets
Cash and cash equivalents
150.710.816
150.710.816
-
-
-
Bank deposits
-
-
-
-
-
Financial assets at fair value
through profit or loss
1.394.390.304
11.582.819
-
37.612.296
1.345.195.189
Financial assets measured at fair
value through other
comprehensive income
1.314.430.895
-
8.860
5.102.644
1.309.319.391
Other financial assets
7.379.529
7.379.529
-
-
-
Total financial assets
2.866.911.544
169.673.165
8.860
42.714.940
2.654.514.579
Financial liabilities
Lease liabilities
934.521
55.090
165.215
714.216
-
Other financial liabilities
6.673.694
6.673.694
-
-
-
Total financial liabilities
7.608.215
6.728.784
165.215
714.216
-
Notes to separate financial statements
for the financial year ending 31 December 2021
30
Excess liquidity
2.859.303.329
162.944.381
(156.355)
42.000.725
2.654.514.579
The share of immediately available liquidity (cash and cash equivalents) is increasing compared to the
previous year, both overall and for each relevant category of maturity/chargeability, shown in the table
above. The liquidity risk remains mainly influenced by the liquidity of the local capital market, respectively
by the ratio between the volume of the main listed holdings of the Company and their average daily
liquidity.
4.2 Other risks
By the nature of the object of activity, the Company is exposed to different types of risks associated with
the financial instruments and the market in which it invests. The main types of risks to which the Company
is exposed are:
• the risk associated with taxation;
• the risk related to the business environment;
• operational risk.
The risk management is aimed at maximizing the Company's profit relative to the level of risk to which it is
exposed.
The company uses a variety of policies and procedures to manage and assess the types of risk to which it
is exposed. These policies and procedures are presented in the subchapter dedicated to each type of risk.
(a) Taxation risk
Starting with January 1, 2007, following Romania's accession to the European Union, the Company had to
comply with the European Union regulations, and therefore prepared for the application of the changes
brought by the European legislation. The company has implemented these changes, but the way of their
implementation remains open to tax audit for 5 years.
The interpretation of the texts and the practical implementation of the procedures of the new applicable
tax regulations could vary and there is a risk that in certain situations the tax authorities will adopt a
different position from that of the Company.
From the point of view of the corporate tax for the financial year 2015, there is a risk that the tax authorities
will interpret differently the accounting treatments determined by the transition to IFRS as an accounting
base.
The company chose to pre-register the dividends distributed and unclaimed for 3 years by the shareholders
and to register them in the account of Other reserves (analytically distinct). According to the provisions of
the Civil Code, the limitation applies to the right to request forced execution, not to the right of ownership
over the amounts. Since the transfer of those amounts, already taxed within the scope of both corporation
and dividend tax, back to equity is a transaction with shareholders, not a taxable transaction. Consequently,
the Company did not recognise a deferred tax on these amounts. In those circumstances, there is a risk of
a different interpretation by the tax authorities of these transactions.
In addition, the Romanian Government has a number of agencies authorized to carry out the audit (control)
of companies operating in Romania. These controls are similar to tax audits in other countries, and can
cover not only tax issues, but also other legal and regulatory issues that are of interest to these agencies.
It is possible that the Company will be subject to tax controls as new tax regulations are issued.
(b) Risk related to the economic environment
The management of SIF Banat-Crişana cannot forecast all the effects of the international economic
developments with an impact on the financial sector in Romania, but considers that in 2021 it adopted the
necessary measures for the sustainability and development of the Company in the conditions existing on
the financial market, by monitoring the cash flows and the adequacy of the investment policies.
The avoidance of risks, the mitigation of their effects are ensured by the company through an investment
policy that complies with the prudential rules imposed by the applicable legal provisions and regulations.
Notes to separate financial statements
for the financial year ending 31 December 2021
31
SIF Banat-Crişana has adopted risk management policies through which an active management of them is
carried out, being applied specific procedures for identifying, assessing, measuring and controlling the
risks, which would provide a reasonable assurance regarding the fulfillment of the company's objectives,
being pursued a constant balance between risk and expected profit.
The risk management process aims at: (i) identifying and evaluating significant risks with a major impact in
achieving the investment objective and developing activities that counteract the identified risk; (ii) adapting
risk management policies to financial developments in the capital market, monitoring performance and
improving risk management procedures; (iii) reviewing investment decisions in relation to capital and
money market developments; (iv) compliance with the legislation in force.
The euro area economy has seen a significant recovery in recent years, both in terms of GDP growth (with
annualised growth of more than 1.5%) and in terms of the gradual reduction in the unemployment rate
and the return of inflation to the ECB's target level (2%). However, the ECB has lately maintained both the
reference interest rate in the area of absolute historical lows (0%) and the commitment to fully reinvest the
amounts received at maturity of the financial instruments purchased in the quantitative easing
programme, the duration of which is dependent on the sustainability of the inflation trend towards the
ECB's 2% target. During March 2020, amid the global spread of tensions related to the Covid-19 virus, the
Federal Reserve reduced the key monetary policy interest rate to 0% in two exceptional meetings, along
with a $700 billion package for quantitative easing operations.
At the end of 2021 and in the first months of 2022, both the Federal Reserve and the European Central
Bank explicitly indicated their intention to end the liquidity support granted to the economy during 2022
and the entry into a cycle of gradual increase in the key interest rate, in order to counter the effects of the
inflationary tensions that have manifested themselves in the main developed economies, especially in the
second part of 2021. Recent geopolitical tensions and growing insecurity related to the supply of products
from the energy sector have led to significant increases in oil and natural gas prices in the first months of
2022. These effects have also generated an accelerated decline in the main global stock indices to the levels
recorded in the first months of the COVID 19 pandemic in the first quarter of 2020. The high volatility of
the main capital markets in recent months and the lack of visibility in the attitude of central banks to these
externalities, and are the main challenges in managing the asset portfolio in 2022.
(c) Operational risk
Operational risk is the risk of recording direct or indirect losses resulting from deficiencies or deficiencies
of the Company's procedures, personnel, internal systems or external events that may have an impact on
its operations. Operational risks arise from all activities of the Company.
The Company's objective is to manage operational risk to the extent of limiting its financial losses, not
damaging its reputation and achieving its investment objective of generating benefits for investors.
The primary responsibility for the implementation and development of control over the operational risk
lies with the Board of Directors. This responsibility is supported by the development of general operational
risk management standards, which include controls and processes at service providers and service
commitments with service providers.
(d) Capital adequacy
Management's capital adequacy policy focuses on maintaining a solid capital base in order to support the
company's continued development and the achievement of investment objectives.
The equity of the Company includes the share capital, various types of reserves and retained earnings. The
equity amounted to RON 3,416,126,285 as of 31 December 2021 (2,729,904,691 lei as at 31 December
2020).
5. Accounting estimates and significant judgments
Management discusses the development, selection, presentation and implementation of significant
accounting policies and estimates. All these are approved at the meetings of the Board of Directors of the
Company.
These presentations supplement the information on the management of financial risk (see note 4).
Notes to separate financial statements
for the financial year ending 31 December 2021
32
Key sources of estimation uncertainty
Significant accounting judgments for the application of the Company's accounting policies include:
Application of the Amendment to IFRS 10 Investment Entities
In 2018, the Company reviewed the ifrs 10 criteria for classification as an investment entity and concluded
that they are met, namely:
a) obtain funds from one or more investors for the purpose of providing them with investment
management services;
b) undertakes to its investors that the purpose of its business is to invest funds only for gains from the
increase in the value of the investment, investment income or both; and
c) quantifies and measures the performance of almost all of its investments on the basis of fair value
(IFRS 10.27).
The company also fulfils the specific characteristics of an investment entity, namely:
- Investment-related services;
- The purpose of the activity; and
- Fair value measurement.
Determination of the fair value of financial instruments
The fair value of financial instruments that are not traded in an active market is determined using the
measurement techniques described in accounting policy 3(e)(iii). For financial instruments that are rarely
traded and for which there is no price transparency, fair value is less objective and is determined using
various levels of estimates of the degree of liquidity, degree of concentration, uncertainty of market factors,
price assumptions and other risks affecting that financial instrument.
The company uses the following hierarchy of methods for the calculation of fair value:
• Level 1: The market price quoted in an active market for an identical instrument.
• Level 2: Assessment techniques based on observable elements. This category includes instruments
valued using: the quoted market price on the active markets for similar instruments; quoted prices for
similar instruments on markets considered to be less active; or other valuation techniques in which
items can be directly or indirectly observable from market statistics.
• Level 3: Valuation techniques based largely on unobservable elements. This category includes all
instruments for which the evaluation technique includes elements that are not based on observable
data and for which unobservable input parameters can have a significant effect on the assessment of
the instrument. This category includes instruments that are valued on the basis of quoted prices for
similar instruments but for which adjustments based largely on unobservable data or estimates are
needed to reflect the difference between the two instruments.
The concentration risk to which the Company is exposed is presented in Note 4.1(a)(i), including the
structure of exposures to the main NACE sectors as at 31 December 2021 and 31 December 2020
respectively.
The fair value of financial assets and liabilities that are traded on active markets is based on market quoted
prices or prices quoted by intermediaries. For all other financial instruments, the Company determines fair
value using valuation techniques. Valuation techniques include present net value and discounted cash flow
patterns, comparison with similar instruments
for which there are observable market prices and other valuation techniques. Assumptions and data used
in valuation techniques include risk-free interest rates and reference rates, credit spreads and other
premiums used to estimate discount rates, bond and capital returns, exchange rates, capital price indices,
volatility and forecast correlations. The purpose of valuation techniques is to determine fair value reflecting
the price of financial instruments at the reporting date, which would be determined under objective
conditions by market participants.
Notes to separate financial statements
for the financial year ending 31 December 2021
33
The company uses recognised valuation models to determine the fair value of simple financial instruments
that use only observable market data and require very little estimation and analysis from management
(e.g. instruments that are measured on the basis of quoted prices for similar instruments and for which no
adjustments based on unobservable data or estimates are required to reflect the difference between the
two instruments). Observable prices and entry parameters in the model are usually available in the market
for capital instruments. Their availability reduces the need for estimates and analyses by management and
the uncertainty associated with the determination of fair value. The availability of observable market prices
and inputs varies by product and market and is subject to changes arising from specific events and general
financial market conditions.
For shares that do not have a quoted market price in an active market the company uses valuation models
that are usually derived from known valuation models. Some or all of the material inputs into these models
may not be observable in the market and are derived from market prices or are estimated on the basis of
assumptions. Valuation models that require unobservable inputs require to a greater extent a high degree
of analysis and estimation by management to determine fair value. Management's analysis and estimation
shall, in particular, intervene in the selection of the appropriate valuation model, the determination of the
future cash flows of the financial instrument, the determination of the likelihood of defaults by the
counterparty and advance payments and the selection of appropriate discount rates.
For financial instruments for which there is no active market (Tier 2 and Tier 3), fair value was determined
by external valuers using valuation techniques that include techniques based on net present value, the
discounted cash flow method, the method of comparisons with similar instruments for which there is an
observable market price. Assessment techniques have been used consistently and there are no changes in
their application.
In 2021, valuation methods for unlisted and listed holdings that do not meet criteria to be considered an
active market within the meaning of IFRS have been maintained.
However, ithe possibility of subsequent changes in these assumptions on financial markets in general, and
on individually measured issuers, may be favourable or unfavourable to fair values in future financial years.
Given the persistence of uncertainties related to the effectiveness of measures to contain the effects of the
pandemic, there is, however, the possibility that current assessments, in particular issuers in sectors
directly exposed to these measures, may not adequately encompass the full spectrum of uncertainties and
consequences for fair values resulting from valuation models.
The Company's management analyzed the situation between the date of completion of the valuation
reports and the date of authorisation for publication of the annual financial statements, concluding that
there is no publicly available information of such a nature that it could significantly impact the fair values
of holdings presented in these annual financial statements.
An analysis of the financial instruments and investments in property and land and buildings recognised at
fair value according to the measurement method is presented in the table below:
31 December 2021
In LEI
Level 1
Level 2
Level 3
Total
Financial assets at fair value through profit
or loss - shares
482.685.633
-
790.642.016
1.273.327.648
Financial assets at fair value through profit
and loss account - fund units
369.180.263
-
-
369.180.263
Financial assets at fair value through profit
and loss account - bonds
37.907.699
-
-
37.907.699
Financial assets measured at fair value
through other comprehensive income –
shares
1.407.516.618
-
146.552.522
1.554.069.140
Financial assets measured at fair value
through other comprehensive income -
corporate bonds
5.283.259
-
-
5.283.259
Investment property
-
-
12.953.334
12.953.334
Land and buildings
-
-
3.472.577
3.472.577
2.302.573.472
-
953.620.450
3.256.193.922
Notes to separate financial statements
for the financial year ending 31 December 2021
34
31 December 2020
In LEI
Level 1
Level 2
Level 3
Total
Financial assets at fair value through profit
or loss - shares
277.335.076
-
762.391.983
1.039.727.059
Financial assets at fair value through profit
and loss account - fund units
305.468.130
-
-
305.468.130
Financial assets at fair value through profit
and loss account - bonds
37.898.081
11.297.035
-
49.195.115
Financial assets measured at fair value
through other comprehensive income –
shares
1.183.689.056
-
125.630.335
1.309.319.392
Financial assets measured at fair value
through other comprehensive income -
corporate bonds
5.111.504
-
-
5.111.504
Investment property
-
-
13.180.199
13.180.199
Land and buildings
-
-
3.602.488
3.602.488
1.809.501.847
11.297.035
904.805.005
2.725.603.887
In 2021 and 2020 there were no transfers between fair value levels.
The following table shows the reconciliation from the initial balance to the final balance for financial assets
measured at fair value and investment property, level 3 of the fair value hierarchy:
2021
Financial assets
measured at fair value
through other
comprehensive income -
shares
Financial assets
measured at fair
value through the
profit or loss - shares
Investment
property
Balance as at 1 January 2021
125.630.335
762.391.983
13.180.199
(Gains) or losses recognised in:
- profit and loss account
-
28.250.032
699.195
- other elements of the overall result
36.146.025
-
-
Acquisitions/Entries
-
-
-
Value of holdings ceded
(15.223.837)
-
(926.060)
Balance at 31 December 2021
146.552.522
790.642.015
12.953.334
2020
Balance as at 1 January 2020
112.694.805
553.111.966
20.047.164
(Gains) or losses recognised in:
- profit and loss account
-
55.223.792
2.769.835
- other elements of the overall result
12.565.727
-
-
Acquisitions/Entries
369.803
158.938.967
-
Value of holdings ceded
-
(4.882.742)
(9.636.800)
Balance at 31 December 2020
125.630.335
762.391.983
13.180.199
Although the Company considers its own estimates of fair value to be appropriate, the use of other
methods or assumptions could lead to different fair value values. For fair values recognised by the use of
a significant number of unobservable inputs (Level 3), changing one or more assumptions in order to
enable alternative assumptions would have an effect on the overall and current result.
At the value resulting from the valuation of investments in shares, a sensitivity analysis was carried out by
estimating some risk variations on the main influencing factors. Two evaluation techniques were used,
namely:
(1) Valuation based on discounted cash flow - thus, both the EBITDA values and the values of the weighted
average cost of capital were statistically modified by +/-5% (2020: +/-5%), considered as a risk limit,
obtaining values per share and implicitly of the company's equity with a deviation from the standard value.
These deviations from the standard amount influence the profit and loss account, i.e. other comprehensive
income (net tax) items.
Notes to separate financial statements
for the financial year ending 31 December 2021
35
2021
Change the global elements variable
Impact in the profit or
loss account
Impact in other elements
of the overall result
EBITDA increase by 5%
7.424.275
2.229.550
EBITDA decrease by 5%
(7.422.923)
(2.229.550)
Wacc increase by 5%
(8.744.952)
(2.029.598)
Wacc reduction by 5%
10.170.990
2.269.550
2020
Change the global elements variable
Impact in the profit or
loss account
Impact in other elements
of the overall result
EBITDA increase by 5%
8.096.056
2.029.910
EBITDA decrease by 5%
(8.099.653)
(2.029.250)
Wacc increase by 5%
(10.085.543)
(1.781.812)
Wacc reduction by 5%
11.899.997
1.986.167
(2) Valuation based on adjusted net assets – both the values of assets and the values of obligations (liabilities)
have been modified by +/-5% (2020: +/-5%), obtaining values per share and equity of the company, with a
deviation from the standard value. These deviations from the standard amount influence the profit and
loss account, i.e. other comprehensive income (net tax) items.
2021
Change the global elements variable
Impact in the profit or
loss account
Impact in other elements
of the overall result
5% increase in assets
30.364.033
4.475.898
Decrease of assets by 5%
(30.391.272)
(4.476.348)
Liabilities increase by 5%
(844.397)
(2.298.323)
Liabilities reduction by 5%
846.838
2.298.323
2020
Change the global elements variable
Impact in the profit or
loss account
Impact in other elements
of the overall result
5% increase in assets
29.620.758
4.567.756
Decrease of assets by 5%
(29.621.208)
(4.567.756)
Liabilities increase by 5%
(433.660)
(2.271.038)
Liabilities reduction by 5%
463.318
2.271.038
At the value resulting from the assessment of the fund units, a sensitivity analysis was carried out. These
funds generally invest in highly liquid stocks and bonds. As such, the sensitivity analysis was carried out
considering a change of +/-10% in the market prices of equity instruments. These changes influence the
profit and loss account (tax net) with the amount of +/- RON 31,011,142 as of December 31, 2021 (December
31, 2020: +/- RON 25,659,323).
At the value resulting from the valuation of investment property, a sensitivity analysis was performed by
estimating risk variations on the main influencing factors. Two evaluation techniques were used, namely:
- valuation based on updated net cash-flow - thus, the values of estimated revenues to be obtained from
these investment property have been changed +/-5%. These deviations from the standard amount
influence the profit and loss account (net of tax).
- valuation based on market value - thus, the values of market prices estimated to be obtained from these
investment property have been changed +/-5%. These deviations from the standard amount influence the
profit and loss account (net of tax).
2021
Change the global elements
variable
Impact in the profit or
loss account
Revenue growth of 5%
103.911
Decrease in revenues by 5%
(103.494)
Market value increase of 5%
453.867
Decrease market value 5%
(453.867)
2020
Notes to separate financial statements
for the financial year ending 31 December 2021
36
Change the global elements
variable
Impact in the profit or
loss account
Revenue growth of 5%
93.979
Decrease in revenues by 5%
(94.466)
Market value increase of 5%
531.724
Decrease market value 5%
(531.724)
The management considers that a presentation in the manner of the above is useful for establishing the
directions of action useful in risk management.
Classification of financial assets and liabilities
The accounting policies of the Company provide the basis for assets and liabilities to be classified, at the
initial time, in different accounting categories. For the classification of assets and liabilities at fair value
through profit or loss, the Company determined that one or more of the criteria set out in Note 3(e)(i) were
met.
The details of the classification of the Company's financial assets and liabilities are given in note 6.
Determination of the fair value of Investment Property
The fair value of completed investment property is determined using the income method with explicit
assumptions about the benefits and liability to property over the life of the asset including an exit or write-
off value. As an accepted method within the income approach for valuation, the method of capitalizing
income on real estate shares is used. To the projected cash flow series, a market-derived capitalisation rate
is applied to determine the current value of the cash flows associated with the property.
Specific income and timing of inflows and exits are determined by events such as the revision of rents,
renewal of the lease and related rental periods, re-renting, redevelopment or renovation. The
corresponding duration is usually determined by the market behavior. In the case of investment property,
revenues estimated to be gross income minus unoccupied premises, unrecoverable expenses, collection
losses, rental incentives, maintenance costs, agency costs and commissions, and other operating and
management expenses.
For the years ended December 31, 2021 and 2020, the Company has obtained valuation reports on its
investment property. The fair value of investment property is based on these measurements.
For all investment property, the current usability is equivalent to the highest and best usability. In case of
outsourcing the preparation of evaluation reports, the Company shall review the valuations made by the
independent evaluators for financial and reporting purposes.
IFRS 13 defines fair value as the price that would be received if an asset was sold or paid for the transfer of
a liability in an orderly transaction between market participants at the measurement date. The company
now presents fair values according to a "fair value hierarchy" (according to IFRS 13) that classifies inputs
used in three-tier measurement techniques. The hierarchy gives the highest priority (Tier 1) to prices listed
in active markets for identical assets or liabilities and the lowest priority (Tier 3) to insignificant inflows. The
different levels of the fair value hierarchy are explained below:
— Level 1: Listed (unadjusted) prices in active markets for identical assets or liabilities that the entity can
access at the measurement date;
— Tier 2: Use of a model with inputs (other than tier 1 prices) that are directly or indirectly observable
market data, and
— Level 3: Using a model with inputs that are not based on observable data.
The investment property of the Company are classified as Level 3. There were no transfers between
hierarchy levels during the year.
Information on measuring fair value using significant unobservable inputs (Level 3) for 2021 is presented
in the table below:
Segments
Method of
assessment
Estimated value of
rent – euro/sqm
% capitalisation
rates
Commercial and services – buildings
Revenue method
12-14 euro/sqm
8 – 9%
Notes to separate financial statements
for the financial year ending 31 December 2021
37
Information on measuring fair value using significant unobservable inputs (Level 3) for 2020 is presented
in the table below:
Segments
Method of
assessment
Estimated value of
rent – euro/sqm
% capitalisation
rates
Commercial and services – buildings
Revenue method
10 euro/sqm
8,5 – 9%
Notes to separate financial statements
for the financial year ending 31 December 2021
38
6. Financial assets and liabilities
The table below summarizes the accounting values and fair values of the Company's financial assets and liabilities as at December 31, 2021:
Financial assets valued at:
In LEI
fair value
through profit
or loss
fair value through
other
comprehensive
income
Financial
assets/liabilities
valued at
amortised cost
Total carrying
amount
Fair value
Cash and cash equivalents
-
-
260.126.530
260.126.530
260.126.530
Cash in the cashier's office
-
-
2.019
2.019
2.019
Current accounts with banks
-
-
153.650.852
153.650.852
153.650.852
Bank deposits with an initial maturity of less than 3 months
-
-
106.473.659
106.473.659
106.473.659
Bank deposits
-
-
79.232.230
79.232.230
79.232.230
Financial assets at fair value through profit or loss
1.680.415.609
-
1.680.415.609
1.680.415.609
Shares
1.273.327.647
1.273.327.647
1.273.327.647
Fund units
369.180.263
369.180.263
369.180.263
Corporate bonds
37.907.699
37.907.699
37.907.699
Financial assets measured at fair value through other comprehensive income
-
1.559.352.399
-
1.559.352.399
1.559.352.399
Shares
1.554.069.140
1.554.069.140
1.554.069.140
Corporate bonds
5.283.259
5.283.259
5.283.259
Financial assets measured at amortised cost
-
-
-
-
-
Bonds issued by financial institutions
-
-
-
-
-
Other financial assets
-
-
10.514.505
10.514.505
10.514.505
Total financial assets
1.680.415.609
1.559.352.399
349.873.265
3.510.409.043
3.510.409.043
Lease liabilities
(789.288)
(789.288)
(789.288)
Other financial liabilities
-
-
(10.219.192)
(10.219.192)
(10.219.192)
Total financial liabilities
-
-
(11.008.480)
(11.008.480)
(11.008.480)
Notes to separate financial statements
for the financial year ending 31 December 2021
39
The table below summarizes the accounting values and fair values of the Company's financial assets and liabilities as at December 31, 2020:
Financial assets valued at:
In LEI
fair value
through profit
or loss
fair value through
other
comprehensive
income
Financial
assets/liabilities
valued at
amortised cost
Total
carrying
amount
Fair value
Cash and cash equivalents
-
-
150.710.816
150.710.816
150.710.816
Cash in the cashier's office
-
-
19.449
19.449
19.449
Current accounts with banks
-
-
36.026.197
36.026.197
36.026.197
Bank deposits with an initial maturity of less than 3 months
-
-
114.665.170
114.665.170
114.665.170
Bank deposits
-
-
-
-
-
Financial assets at fair value through profit or loss
1.394.390.304
-
-
1.394.390.304
1.394.390.304
Shares
1.039.727.059
-
-
1.039.727.059
1.039.727.059
Fund units
305.468.130
-
-
305.468.130
305.468.130
Corporate bonds
49.195.115
-
-
49.195.115
49.195.115
Financial assets measured at fair value through other comprehensive income
-
1.314.430.895
-
1.314.430.895
1.314.430.895
Shares
-
1.309.319.391
-
1.309.319.391
1.309.319.391
Corporate bonds
-
5.111.504
-
5.111.504
5.111.504
Financial assets measured at amortised cost
-
-
-
-
-
Bonds issued by financial institutions
-
-
-
-
-
Other financial assets
-
-
5.973.797
5.973.797
5.973.797
Total financial assets
1.394.390.304
1.314.430.895
156.684.613
2.865.505.812
2.865.505.812
Lease liabilities
-
-
(934.521)
(934.521)
(934.521)
Other financial liabilities
-
-
(6.673.694)
(6.673.694)
(6.673.694)
Total financial liabilities
-
-
(7.608.215)
(7.608.215)
(7.608.215)
Notes to separate financial statements
for the financial year ending 31 December 2021
40
7. Dividend income
In accordance with IFRS 9 and as a result of the Company choosing the option to measure the holdings
through other comprehensive income, the dividends on those holdings are recognised in the income unless
they represent a return on the cost of the investment.
The dividend income is recorded at gross value. The dividend tax rates for the financial year ended
December 31, 2021 from resident and non-resident companies were 0%, 5% and 27.5% (2020: 0% and 5%).
The breakdown of dividend income on the main counterparties is shown in the table below:
In LEI
31 December 2021
31 December 2020
Assessment
SIF Real Estate PLC
52.286.577
-
FVTPL
Banca Transilvania*
21.951.593
27.387.563
FVTOCI
Azuga Turism SA
10.009.139
-
FVTPL
Erste Bank*
8.505.506
18.343
FVTOCI
Biofarm
7.966.125
11.224.994
FVTPL
Vrancart SA Adjud
7.511.836
8.983.226
FVTPL
SAI Muntenia Invest
6.698.660
12.237.552
FVTOCI
Conpet
3.880.988
3.968.618
FVTOCI
Iamu Blaj
3.067.867
3.067.867
FVTPL
Gaz Vest Arad
2.607.914
752.117
FVTPL
BT Asset Management**
2.000.000
-
FVTOCI
SNP Petrom
1.111.840
1.111.840
FVTOCI
BRD
1.019.801
-
FVTOCI
SIF Oltenia
580.414
1.160.829
FVTOCI
Evergent Investments/SIF Moldova**
496.605
3.005.937
FVTOCI
Antibiotics Iasi
46.843
423.328
FVTOCI
Others
628.835
738.274
FVTOCI
SIFI CJ Logistic
81.184
-
FVTPL
uniteh
-
7.770.077
FVTPL
SNGN ROMGAZ
2.530.384
FVTOCI
SNTGN Transgaz
-
678.282
FVTOCI
Electrica SA
-
477.389
FVTOCI
Rompetrol Well Services
-
242.181
FVTOCI
Total
130.451.726
85.778.801
FVTOCI
46.921.084
53.980.520
FVTPL
83.530.642
31.798.281
FVTPL = Financial assets at fair value through profit or loss/ FVTOCI = Financial assets at fair value through other comprehensive
income
*Partial sales of the package held in 2021/** Full sale of the package held in 2021
8. Interest income
Interest income (assets at amortised cost, assets at fair value through other comprehensive
income)
In LEI
31 December
2021
31 December
2020
Interest income on deposits and current accounts
1.303.587
2.012.471
Interest income on bonds measured at amortised cost
-
4.103.958
Notes to separate financial statements
for the financial year ending 31 December 2021
41
Interest income on assets measured by other comprehensive income
(corporate bonds)
298.074
293.867
1.601.660
6.410.296
Interest income (assets at fair value through profit or loss)
In LEI
31 December
2021
31 December
2020
Interest income on corporate bonds
1.417.727
2.478.903
Interest income related to the contract for the disposal of financial
assets*
1.717.821
-
3.135.548
2.478.903
*The amount represents the financing component extracted from the total value of the contract for the
assignment of the participation in Central S.A., according to the contractual clauses agreed between the parties,
with a maximum duration of completion of 30 months from the date of its signing (February 2021).
9. Other operating income
31 December
2021
31 December
2020
Income from impairment adjustments for amounts receivable
113.215
-
Other revenue
245.786
172.715
Total
359.001
172.715
10. Gain/(Loss) from investment property
31 December
2021
31 December
2020
Balance January 1st
13.180.199
20.047.164
Entries
-
-
Exits
(926.060)
(9.636.800)
Changes in fair value — gain/(loss)
699.195
2.769.835
Balance at 31 December
12.953.334
13.180.199
During 2021, a space held in Timisoara was sold, the gain related to the transaction recognized as a result
of 2021 being in the amount of RON 874, while on December 31, 2020, the assigned asset was measured
at fair value based on the sale price resulting from the contract concluded, by applying the provisions of
IAS10. The amount of RON 698,321 represents the change in fair value during 2021.
During 2020, a space owned in Timisoara was sold, the gain from the transaction being in the amount of
2,466,217 lei. The amount of RON 303,618 represents the change in fair value during 2020.
The evaluation was carried out by internal evaluators, evaluators authorized by the National Association of
Authorized Valuers in Romania (ANEVAR).
11. Net gain/(loss) on financial assets at fair value through profit or loss
In LEI
31 December
2021
31 December
2020
Gain/(Loss) from the valuation of fund units
64.601.601
(58.119.753)
Gain /(Loss) from the valuation of bonds
21.232
(73.494)
Gain/(Loss) from the valuation/disposal of shares in subsidiaries
and associates
220.693.655
81.083.319
Total
285.316.488
22.890.072
Notes to separate financial statements
for the financial year ending 31 December 2021
42
The gain realized on 31 December 2021 from the evaluation of the fund units is in the amount of 64.6
million lei (2020: loss of 58.1 million lei) and includes:
- favorable difference in value resulting from the valuation in the amount of LEI 63.7 million (2020:
unfavorable differences of LEI 61.4 million);
- the amount of RON 0.9 million (2020: LEI 3.3 million) paid by F.I.A. Certinvest Shares representing
dividends received from the portfolio companies and distributed to the fund participants,
according to the fund's prospectus.
The gain from the valuation / disposal of subsidiaries and associates as at 31 December 2021 in the amount
of LEI 220.7 million (2020: LEI 81.1 million) includes:
- a favorable difference from the evaluation of the subsidiaries (level 1 and level 3) in the
amount of LEI 59.4 million (2020: LEI 52.39 million and LEI 0.92 million from the sale of a
subsidiary). Within this amount is also included the fair value difference (between the market
value and the value of the subscription), related to the shares subscribed and paid during
December 2021, as a result of participating in the share capital increase with cash contribution
to Vrancart S.A.
- a favorable difference from the assessment of associates (level 1 and level 3) in the amount
of LEI 161.3 million (2020: LEI 27.77 million);
12. Fees charged
In LEI
2021
2020
Fees of the Financial Supervisory Authority
2.961.805
2.613.550
Deposit fees
1.051.054
795.843
Commissions due to transactions
853.025
5.143.948
Registry fees
183.746
144.000
Other commissions
59.500
97.471
Total
5.109.130
8.794.811
13. Other operational expenses
In LEI
2021
2020
Expenses related to other taxes, duties and similar payments
122.026
242.505
Expenses on salaries and other staff costs
16.133.021
14.842.612
Depreciation charges
280.654
280.164
Expenses on external benefits
5.560.675
4.016.088
Interest expense and depreciation of assets with the right to use
from the leasing contract
292.586
296.766
Total
22.388.962
19.678.132
Expenses on wages and salaries treated as such
2021
2020
Expenses on salaries
15.425.352
14.161.527
- fixed
8.699.975
8.487.873
- variables
6.725.377
5.673.654
Expenses on insurance and social protection
509.827
492.764
Other staff costs
197.842
188.321
Total
16.133.021
14.842.612
2021 2020
Employees with higher education 27 28
Employees with secondary education 3 3
Employees with general education 3 3
TOTAL 33 34
Notes to separate financial statements
for the financial year ending 31 December 2021
43
The average number of employees for the financial year ended 31 December 2021 was 34 (2020: 34).
The fee paid to the auditors during 2021 for the audit of financial statements was in the amount of 372,014
lei (2020: 380,012 lei), of which for individual situations 257,176 lei (2020: 229,407 lei), for consolidated
situations 107,544 lei (2020: 134,064 lei), additional expenses 7,294 lei (2020: 16,541 lei) and for non-audit
services 0 lei (2020: 41,907 lei).
14. Corporation tax
In LEI
2021
2020
Current profit tax
Current corporate income tax (16%)
5.506.294
-
Tax on dividends (0%, 5%, 27.5%)
3.828.392
2.077.696
Expenses with / (Income from) deferred income tax related to:
-Financial assets at fair value through other comprehensive income
-
-
- Financial assets at fair value through profit or loss
-
-
-Property, plant and equipment /Investment property
4.533
(16.280)
Total corporation tax recognised in the profit or loss of the financial
year
9.339.219
2.061.416
Reconciling profit before tax with income tax expense in the profit and loss account:
In LEI
2021
2020
Profit before tax
396.340.324
94.183.822
Tax in accordance with the statutory tax rate of 16% (2020: 16%)
63.414.452
15.069.412
Effect on corporate tax of:
Tax on dividends (0%, 5%, 27.5%)
3.828.392
2.077.696
Non-deductible expenses and assimilated elements
14.564.606
15.186.234
Non-taxable income
(67.464.865)
(31.724.362)
Items similar to earnings
19.750.556
71.867
Items similar to expenses
-
-
Tax loss to be recovered
(1.396.849)
1.396.849
Tax deferred
4.533
(16.280)
Amounts representing sponsorship within legal limits and other
deductions
(3.744.309)
-
Tax recognized in retained earnings
(19.617.295)
-
Corporate income tax
9.339.219
2.061.416
Non-deductible expenses on which the income tax effect has been calculated mainly include unfavourable
differences in the fair value measurement of holdings where the holding is greater than 10% for an
uninterrupted period of more than 1 year.
Non-taxable income mainly includes dividend income due from Romanian legal entities and income from
fair value measurement related to holdings where the holding is over 10% for an uninterrupted period
longer than 1 year.
Starting with January 1, 2014, the amendments to the Fiscal Code entered into force according to which the
non-taxable incomes for the calculation of the profit tax are included in the category of non-taxable income,
along with dividend income, and income from the sale / assignment of participation titles and liquidation
income, regardless of whether the legal entities in which participation titles are held are Romanian or
foreign legal entities, from states with which Romania has concluded conventions for the avoidance of
double taxation (including from outside the EU). These incomes are non-taxable if certain conditions are
met (if at the date of sale / sale of the shares or on the date of commencement of the liquidation operation,
the minimum period of 1 year of uninterrupted holding of a participation of at least 10% is fulfilled).
Notes to separate financial statements
for the financial year ending 31 December 2021
44
15. Cash and cash equivalents
In LEI
31 December
2021
31 December
2020
Cash in the cashier and other valuables
2.019
19.449
Current accounts with banks
153.650.852
36.026.197
Deposits with banks with an initial maturity of less than 3 months
106.473.659
114.665.170
Total
260.126.530
150.716.816
Current accounts opened with banks and bank deposits are permanently at the disposal of the Company
and are not restricted.
Cash and cash equivalents are not overdue and are not depreciated.
16. Bank deposits
In LEI
31 December
2021
31 December
2020
Deposits with banks with an initial maturity of more than 3 months
79.198.863
-
Attached interest on deposits
33.367
-
Total
79.232.230
-
Bank deposits are not overdue and are not depreciated.
17 Assets measured at fair value through the profit or loss
In LEI
31 December
2021
31 December
2020
Shares measured at fair value, showing separately:
1.273.327.647
1.039.727.059
-unconsolidated subsidiaries
944.124.545
871.798.145
-associate entities
329.203.103
167.928.914
Fund units measured at fair value
369.180.263
305.468.130
Corporate bonds (including attached interest)
37.907.699
49.195.115
Total
1.680.415.609
1.394.390.304
Shares measured at fair value through profit or loss include (unbound) subsidiaries in the amount of
944.124.545 Lei (2020: RON 871,798,145) and associates RON 329,203,103 (2020: RON 167,928,914).
The fair value of investments in subsidiaries is shown below:
31 December
2021
31 December
2020
1
Measured at fair value through profit or loss
SIF IMOBILIARE PLC NICOSIA
346.555.946
368.782.154
SIF1 IMGB BUCHAREST
241.630.000
214.790.000
NAPOMAR SA CLUJ-NAPOCA
10.709.567
11.395.709
SIF HOTELS SA ORADEA
67.177.207
57.535.630
AZUGA TURISM SA BUCURESTI
15.076.659
21.623.517
IAMU SA BLAJ
41.055.745
43.479.532
CENTRAL SA CLUJ-NAPOCA
38.903.269
30.729.283
VRANCART SA ADJUD*
180.697.079
122.357.737
SIF SPV TWO BUCHAREST
56.094
52.531
UNITEH SA TIMISOARA
375.311
163.724
SIFI CJ LOGISTIC
1.887.667
888.329
Total
944.124.545
871.798.145
Notes to separate financial statements
for the financial year ending 31 December 2021
45
2
Measured at fair value through other comprehensive
income
Real Estate Administration Bucharest
43.531.931
46.823.941
SAI Muntenia Invest SA Bucharest
88.812.234
51.969.608
Total
132.344.165
98.793.549
*Including the fair value of the shares subscribed and paid off in December 2021
Situation of investment funds in which fund units are held:
31 December
2021
31 December
2020
Active Plus Closed Investment Fund
195.234.134
162.502.921
Optim Invest Closed Investment Fund
43.346.457
35.627.770
Star Value Closed-End Investment Fund
10.556.251
9.803.909
Alternative Investment Fund Certinvest Shares
81.440.361
67.067.871
Alternative Investment Fund Romania Strategy Fund
38.603.060
30.465.660
Total
369.180.263
305.468.130
The movement of financial assets measured at fair value through profit or loss in 2021 is shown in the
following table:
In LEI
Shares
Fund units
Corporate
bonds
Total
1 January 2021
1.039.727.058
305.468.130
49.195.115
1.394.390.304
Acquisitions
12.906.934
-
-
12.906.934
Sales
-
(10.712.680)
(10.712.680)
Change in interest receivable
-
-
(596.162)
(596.162)
Change in fair value (including exchange
rate differences)
220.693.655
63.712.133
21.425
284.427.214
31 December 2021
1.273.327.647
369.180.263
37.907.699
1.680.415.609
The acquisitions made during 2021 include participation in the share capital increase with cash contribution
to Vrancart SA, made in December 2021 and completed in February 2022. In connection with this
acquisition, the Company recognised the acquired shares on 31 December 2021 and, as part of the change
in fair value, recognised the difference between the market price of the shares and their acquisition value
by applying the transaction date accounting principles and the requirements of IAS 10.
The outflows from corporate bonds represent the maturity repurchase of the remaining principal from the
bonds issued by SIFI BH Retail S.A.
The movement of financial assets measured at fair value through profit or loss in 2020 is shown in the
following table:
In LEI
Shares
Fund units
Corporate
bonds
Total
1 January 2020
804.587.514
366.420.749
55.782.890
1.226.791.154
Acquisitions
158.938.967
497.690
-
159.436.657
Sales
(4.882.742)
-
(6.568.790)
(11.451.432)
Change in interest receivable
-
-
(228.402)
(228.402)
Change in fair value (including
exchange rate differences)
81.083.319
(61.450.309)
209.417
19.842.426
31 December 2020
1.039.727.058
305.468.130
49.195.115
1.394.390.304
The acquisitions made during 2020 include shares of subsidiaries classified as assets at fair value through
profit or loss respectively fund units at Certinvest Shares in the amount of LEI 0.5 million.
The sales of shares in the amount of 4.9 million lei include the equivalent value of the shares of Somplast
SA.
In corporate bonds, the outflows include the value of Banca Transilvania bonds repurchased at maturity.
Notes to separate financial statements
for the financial year ending 31 December 2021
46
Hierarchy analysis of the fair value of financial instruments
At 31 December 2021, financial assets measured at fair value classified by level 3 are as follows:
Fiancial Assets
Fair value
31th
December
2021
Valuation method
Indirect input
data
Sensitivity - relationship
between fair value and
indirect input data
Financial assets 937.194.538
Standard
values
Variation vs
standard
Standard
values
Variation vs
standard
Unlisted majority
holdings, unlisted
holdings
222.831.412
Discounted cashflow Turnover, EBITDA
Plus/minus 5% vs
standard
Weighted
average cost of
capital
9,1%-37,0%
Plus/minus 5%
vs standard
An increase (decrease) in EBITDA
and a decrease (increase) in
WACC leads to an increase
(decrease) in fair value
Unlisted majority
holdings, unlisted
holdings
634.036.950
Adjusted net assets
Individual net
assets for all
entities in the
portfolio
Plus/minus 5% vs
standard values
of assets and
liabilities
Rent and
capitalization
rate
8%-11%
used for
fixed assets
(main weight
in total
assets)
Plus/minus 5%
vs standard
An increase (decrease) in net
assets leads to an
increase(decrease) în fair value
Unlisted majority
holdings and
investments in unlisted
associates
66.117.819
Sale/purchase
agreement - not
finalized at FS date
1.635.333
Market comparison
method
A sale of shares
held in the
susequent
quarter, an
indicator of fair
value at reporting
date
3.525.290
Market comparison
method
Comparable
trades with
significant peer
companies
9.047.734
Adjusted net assets
historical
annual/half-year
financial
statements
Discounts for
lack of liquidity,
control or active
market
Total 937.194.538
Input data
Weighted average cost
of capital
Discount rate
Minority holdings in
unlisted entities or listed
stocks with no active
market
Notes to separate financial statements
for the financial year ending 31 December 2021
47
At 31 December 2020, financial assets measured at fair value classified by level 3 are as follows:
Fiancial Assets
Fair value
31th
December
2021
Valuation method
Indirect input
data
Sensitivity - relationship
between fair value and
indirect input data
Financial assets 888.022.319
Valori
standard
Variatii fata de
valori
standard
Valori
standard
Variatii fata
de valori
standard
Unlisted majority
holdings, unlisted
holdings
216.733.279
Discounted cashflow Turnover, EBITDA
Plus/minus 5% vs
standard
Weighted
average cost of
capital
8%-31.7%
Plus/minus 5%
vs standard
An increase (decrease) in EBITDA
and a decrease (increase) in
WACC leads to an increase
(decrease) in fair value
Unlisted majority
holdings, unlisted
holdings
631.500.678
Adjusted net assets
Individual net
assets for all
entities in the
portfolio
Plus/minus 5% vs
standard values
of assets and
liabilities
Rent and
capitalization
rate
%-11% used
for fixed
assets (main
weight in
total assets)
Plus/minus 5%
vs standard
An increase (decrease) in net
assets leads to an
increase(decrease) în fair value
Investments in associates 12.951.575 Discounted cashflow Turnover, EBITDA
Plus/minus 5% vs
standard
Weighted
average cost of
capital
11,67%
Plus/minus 5%
vs standard
An increase (decrease) in EBITDA
and a decrease (increase) in
WACC leads to an increase
(decrease) in fair value
10.999.350
Market comparison
method
historical
annual/half-year
financial
statements
Comparable
trades with
significant peer
companies
15.837.437
Adjusted net assets
historical
annual/half-year
financial
statements
Discounts for
lack of liquidity,
control or active
market
Total 888.022.319
Minority holdings in
unlisted entities or listed
stocks with no active
market
Input data
Weighted average cost
of capital
Discount rate
Notes to separate financial statements
for the financial year ending 31 December 2021
48
18 Assets measured at fair value through other comprehensive income
The fair value of the shares for which the Company selected the option to reflect fair value accounting
through other items of result as at 31 December 2021 and 31 December 2020 is presented below,
structured by the main sectors of economic activity. The Company has chosen, at the date of transition to
IFRS 9 and initial recognition of new acquisitions, this mode of presentation as required by IFRS 9 as this
option is consistent with the Company's investment strategy and horizon in relation to these investments.
In LEI
31 December
2021
%
31 December
2020
%
Financial intermediation and insurance
1.409.857.854
90,7%
1.153.509.071
88,1%
Manufacturing industry
20.755.341
1,3%
27.531.618
2,1%
Hotels and restaurants
15.388.961
1,0%
20.856.838
1,6%
Wholesale and retail trade, repair of motor
vehicles
145.009
0,0%
235.287
0,0%
Extractive industry
17.897.034
1,2%
13.037.218
1,0%
Other activities
1.174.734
0,1%
3.738.815
0,3%
Financial services applicable to the real estate
domain
43.531.931
2,8%
46.823.941
3,6%
Construction
606.059
0,0%
197.061
0,0%
Transport and storage
44.560.504
2,9%
42.978.421
3,3%
Agriculture, forestry and fisheries
151.713
0,0%
411.121
0,0%
TOTAL
1.554.069.140
100,0%
1.309.319.391
100%
Dividend income from shares measured at fair value through other comprehensive income is presented
separately in Note 7.
The movement of financial assets measured at fair value through other comprehensive income in 2021 is
shown in the following table:
In LEI
Shares*
Corporate
bonds**
1 January 2021
1.309.319.391
5.111.504
Purchases
67.751.279
Sales
(196.793.416)
Change in interest receivable
-
962
Change in fair value (including exchange rate differences)
373.791.886
170.793
31 December 2021
1.554.069.140
5.283.259
*the option to measure fair value through other comprehensive income was exercised at initial recognition
**SPPI tested and recognised as held for collection and sale
The inflows of shares in 2021, in the total amount of LEI 67.7 million, mainly include the acquisition of Banca
Transilvania shares in the amount of LEI 61.2 million and BVB in the amount of LEI 6.5 million.
The sales of shares in the amount of 196.8 million lei, mainly include the sale of Erste Bank shares (fair
value of the package at the date of sale: 71.6 million lei), Banca Transilvania (24 million lei) and exits from
evergent companies (68.2 million lei), BT Asset Management (11 million lei), Mobex (3.2 million lei), Iproeb
(4.1 million lei), Rompetrol Well Services, Compa (1.3 million lei) and Comat Maramureș (1 million lei). The
net result from transactions in the amount of LEI 117.66 million was transferred to the retained earnings.
The movement of financial assets measured at fair value through other comprehensive income in 2020 is
shown in the following table:
In LEI
Shares*
Corporate
bonds**
1 January 2020
1.503.213.414
5.053.634
Purchases
7.459.123
-
Sales
(65.497.597)
-
Change in interest receivable
-
(1.417)
Notes to separate financial statements
for the financial year ending 31 December 2021
49
Change in fair value (including exchange rate differences)
(135.855.548)
59.288
31 December 2020
1.309.319.391
5.111.504
*the option to measure fair value through other comprehensive income was exercised at initial recognition
**SPPI tested and recognised as held for collection and sale
The inflows of shares in 2020, in the total amount of 7.5 million lei, mainly include the acquisition of Banca
Transilvania shares in the amount of 4.4 million lei and BVB in the amount of 2.5 million lei.
The sales of shares in the amount of 65.5 million lei, mainly include the sale of shares of Romgaz (45.4
million lei), Transgaz (12.9 million lei) and Electrica (7.1 million lei).
The net result from transactions in the amount of LEI 3.9 million was recognized in the retained earnings.
Changes in the fair value of financial assets measured through other comprehensive income
In LEI
2021
2020
On January 1st
766.477.039
882.094.443
Gain/(Loss) on the fair value measurement of financial assets
measured at fair value through other comprehensive income
373.879.953
(135.890.625)
(Gain)/Loss transferred to retained earnings on financial assets
measured at fair value through other comprehensive income out
of the portfolio
(117.660.625)
(3.942.196)
(Gain)/Loss transferred to the profit and loss account of financial
assets measured at fair value through other comprehensive out-
of-portfolio income items
-
-
Effect of the related deferred income tax
(38.271.042)
24.215.417
As of December 31st
984.425.325
766.477.039
During 2021, out of a result related to the ceded assets of RON 117,660,625 transferred to the retained
earnings, RON 107,990,187 represents differences from the marking on the market accumulated until the
date of disposal, and RON 9,670,438 the value differences between the sale price and the book value on
the date of their disposal.
During 2020, the Company recorded the amount of (3,058,266) lei as the difference between the sale price
of the derecognised shares and their most recent accountingly recognized fair value. Thus, out of a result
related to the ceded assets of RON 3,942,196 transferred to the retained earnings, RON 7,000,462
represent value differences recognized until 31 December 2019, and (RON 3,058,266) the value differences
between 01 January 2020 and the date of derecognising these assets.
19. Other financial assets
In LEI
31 December 2021
31 December 2020
Various debtors
6.122.541
7.196.933
Other financial assets
5.684.481
182.596
Provisions for the depreciation of various debtors
(1.292.517)
(1.405.732)
Total
10.514.505
5.973.797
The provision for the depreciation of various debtors and for the dividends receivable can be analysed as
follows:
In LEI
31 December 2021
31 December 2020
On January 1st
1.405.732
1.405.732
Resumption of provision
(113.215)
-
Provisioning
-
-
As of December 31st
1.292.517
1.405.732
Notes to separate financial statements
for the financial year ending 31 December 2021
50
On 31 December 2021, the provision for dividends received or de-registered as a result of the
deregistration of companies in judicial reorganization was resumed.
As of December 31, 2021, other debtors (dividends receivable), amounting to LEI 1,292,517 (2020: LEI
1,405,732) were overdue by more than 365 days and adjusted for depreciation.
Financial assets that are not overdue are not considered impaired and do not have an external credit rating.
20. Assets representing rights of use of the underlying assets under the lease
In accordance with IFRS 16, applicable from 2019 onwards, the lease of a space concluded in 2019 has been
recognised as a lease. The contract was concluded for a period of 5 years and the Company used a discount
rate of 6%.
Assets representing the rights of use of the underlying assets under the leasing contract
In LEI
31 December 2021
31 December 2020
Balance January 1st
889.240
1.117.902
Impact of changing provisions contract
71.708
-
Amortization
(235.619)
(228.662)
End-of-period balance
725.329
889.240
Lease liabilities recognised in the statement of financial position
In LEI
31 December 2021
31 December 2020
Balance January 1st
934.521
1.121.201
Impact modification of contract provisions
65.027
-
Liabilities paid
(224.097)
(206.499)
Expenses arising from exchange rate differences
13.837
19.819
Balance the end of the period, of which:
789.288
934.521
- with a maturity of less than 1 year
258.333
220.305
- with a maturity of more than 1 year
530.955
714.216
Expenses related to the leasing contract included in the statement of profit or loss and other
elements of the overall result
31 December 2021
31 December 2020
Depreciation charges
235.619
228.662
Interest expense
56.967
68.104
Expenses with exchange rate differences
7.156
19.819
Total
299.742
316.585
21. Property, plant and equipment
In LEI
Land and
buildings
Technical
installations and
means of
transport
Other
installations,
machinery and
furniture
Total
Cost
As of 1 January 2021
3.734.817
1.989.121
434.009
6.157.945
Revaluation
-
-
-
-
Purchases
94.789
18.898
113.687
Outputs
(25.136)
(15.723)
(40.859)
As of 31 December 2021
3.734.817
2.058.775
437.181
6.230.773
Accumulated depreciation and
impairment losses
As of 1 January 2021
132.329
1.633.869
385.159
2.151.357
Notes to separate financial statements
for the financial year ending 31 December 2021
51
Revaluation-related depreciation
-
-
-
-
Depreciation expense
129.911
127.595
17.152
274.658
Outputs
(20.412)
(15.079)
(35.490)
As of 31 December 2021
262.240
1.741.054
387.232
2.390.525
Net book value
As of 1 January 2021
3.602.488
355.252
48.848
4.006.587
As of 31 December 2021
3.472.577
317.721
49.950
3.840.248
In LEI
Land and
buildings
Technical
installations and
means of
transport
Other
installations,
machinery and
furniture
Total
Cost
As of 1 January 2020
3.734.817
1.950.345
457.954
6.143.116
Revaluation
-
-
-
-
Purchases
-
205.607
22.119
227.726
Outputs
-
(166.831)
(46.066)
(212.897)
As of 31 December 2020
3.734.817
1.989.121
434.006
6.157.945
Accumulated depreciation and
impairment losses
As of 1 January 2020
-
1.678.839
384.148
2.062.986
Revaluation-related depreciation
-
-
-
-
Depreciation expense
132.329
121.505
18.950
272.784
Outputs
-
(166.473)
(17.939)
(184.413)
As of 31 December 2020
132.329
1.633.869
385.159
2.151.357
Net book value
As of 1 January 2020
3.734.817
271.508
73.806
4.080.131
As of 31 December 2020
3.602.488
355.252
48.848
4.006.587
The last revaluation of property, plant and equipment of the nature of land and constructions was carried
out on December 31, 2019 by an internal evaluator, member of ANEVAR.
22. Other financial liabilities
In LEI
31 December 2021
31 December 2020
Liabilities to employees and related contributions
2.583.734
2.370.287
Duties and taxes
-
1.806
Domestic suppliers and creditors
7.635.458
4.301.601
Total
10.219.192
6.673.694
23. Deferred income tax liabilities
Assets and deferred tax liabilities at 31 December 2021 are generated by the items detailed in the following
table:
In LEI
Active
Debt
Net
Financial assets at fair value through profit or loss
-
-
-
Financial assets at fair value through other
comprehensive income
-
1.111.127.369
(1.111.127.369)
Property, plant and equipment and investment
property
-
13.609.350
(13.609.350)
Total
-
1.124.736.719
(1.124.736.719)
Net temporary differences – 16% share
-
-
(1.124.736.719)
Net temporary differences – 10% share
-
-
-
Deferred income tax liabilities
-
-
(179.957.876)
Notes to separate financial statements
for the financial year ending 31 December 2021
52
Tax liabilities deferred at 31 December 2020 are generated by the items detailed in the following table:
In LEI
Active
Liabilities
Net
Financial assets at fair value through profit or loss
-
-
-
Financial assets at fair value through other
comprehensive income
-
900.346.816
(900.346.816)
Property, plant and equipment and investment
property
-
13.602.799
(13.602.799)
Total
-
913.949.615
(913.949.615)
Net temporary differences – 16% share
-
-
(913.949.615)
Net temporary differences – 10% share
-
-
--
Deferred income tax liabilities
-
-
(146.231.940)
The liabilities regarding the profit tax deferred in the balance as at 31 December 2021 in the amount of
179,957,876 lei (2020: 146,231,939 lei) include:
- the deferred profit tax directly recognized by the decrease of other elements of the global result in the
amount of LEI 173,610,067 (2020: LEI 135,339,025), being generated by the reserves related to financial
assets measured at fair value through other elements of the global result,
- deferred tax related mainly to differences in the inflation of financial assets, impairment adjustments and
investment property, in the amount of LEI 6,347,809 recognized in the retained earnings.
Table of movements on deferred profit tax liabilities
01/01/2021
Increases/
decreases in the
profit and loss
account
Increases/decreases
in other elements of
the overall result
31/12/2021
Financial assets measured at
fair value through other
comprehensive income
144.055.492
-
38.271.040
182.326.533
Property, plant and equipment
and investment property
2.176.448
(4.545.105)
-
(2.368.657)
146.231.940
(4.545.105)
38.271.040
179.957.876
01/01/2020
Increases/
decreases in the
profit and loss
account
Increases/decreases
in other elements of
the overall result
31/12/2020
Financial assets measured at
fair value through other
comprehensive income
167.654.341
-
(23.598.849)
144.055.492
Property, plant and equipment
and investment property
2.196.272
(16.280)
(3.544)
2.176.448
169.850.613
(16.280)
(23.602.393)
146.231.940
24. Capital and reserves
(a) Share capital
As of December 31, 2021, the share capital of SIF Banat Crişana has the value of 51,542,236 lei, being
divided into 515,422,363 shares with the face value of 0.1 lei and is resulted from direct subscriptions made
to the share capital of SIF, by transforming into shares the amounts due as dividends under law no. 55/1995
and by the effect of law 133/1996. As of December 31, 2021, the number of shareholders was 5,744,120
(December 31, 2020: 5,747,126).
The shares issued by SIF Banat Crişana are traded on the Bucharest Stock Exchange since November 1999.
The records of the shares and shareholders are kept by the company Depozitarul Central S.A. Bucharest.
Notes to separate financial statements
for the financial year ending 31 December 2021
53
All shares are ordinary, have been subscribed and are paid in full on 31 December 2021 and 31 December
2020. All the shares have the same voting right and have a nominal value of 0.1 lei / share. The number of
shares authorized to be issued is equal to that of the shares issued.
The EGSM of 27 April 2020 approved:
- the reduction of the share capital of the Company pursuant to Art. 207 para. (1) lit.c) of Law no. 31/1990,
from 51,746,072.4 lei to 51,542,236.3 lei as a result of the cancellation of a number of 2,038,361 acttreasury
shares acquired by the company under repurchasement programmesown ions. This operation was
completed in December 2020.
- the use of a number of 880,000 shares, owned by the Company and redeemed under the EGSM Decision
of April 26, 2018, for the distribution free of charge to the members of the Company's management, within
the "Stock Option Plan", approved by the EGSM Decision of April 22, 2019. The Board of Directors of the
Company approved at the end of May 2020 "Action-based payment plan", which was completed in May 2021.
- the carrying out of a buy-back programme of 15,000,000 shares own ("Schedule I") by the Company in
order to reduce its share capital and repurchase a maximum of 880,000 shares ("Schedule II"), for free
distribution to the members of the Company's management, in order to retain them, as well as to reward
them for the activity carried out within the Company, according to the performance criteria established by
the Board of Directors. The Board of Directors of the Company approved in August 2020 "Action-based
payment plan", which was completed in December 2021.
EGSM of 2 November 2020 approved:
- revocation in part of the Decision of the Extraordinary General Meeting of Shareholders dated April 22,
2019, published in the Official Gazette of Romania, Part IV, no. 2154/23.05.2019, respectively of Article 1 of
this Decision, which approved the development of a repurchase program for a maximum of 15,000,000
treasury shares;
- carrying out a program for the redemption of treasury shares ("Program 3") by the Company, in order to
reduce its share capital. The maximum number of shares that can be redeemed is no more than 15,000,000
shares.
The EGSM of 11 October 2021 approved:
- the development of a program for the redemption of its treasury shares ("Program 4") by the Company,
for distribution free of charge to the members of the Company's management (administrators, directors),
in order to keep them loyal, as well as to reward them for the activity carried out within the Company,
according to the performance criteria to be established by the Board of Directors. The maximum number
of shares that can be redeemed is no more than 880,000 shares. The distribution of the shares will be
carried out within the framework of a "Stock Option Plan", in compliance with the legislation in force.
The EGSM of 25 November 2021 approved:
- the method of allocating the 8,792,307 treasury shares repurchased by the Company on the basis of the
buy-back programs previously approved by the general meeting of shareholders in order to reduce the
share capital and for distribution free of charge to the members of the Company's management, programs
carried out by carrying out the public purchase offer approved by the Financial Supervisory Authority by
Decision no. 1166/22.09.2021, in the following variant: the allocation of a number of 7,912,307 shares in
order to reduce the share capital of the Company and the allocation of a number of 880,000 shares for
distribution free of charge to the members of the Company's management.
Program
Allocation
date
Number
of
Shares
Share
price*
Total
program
value
Amount
recognised in
expenses in 2021
Program approved by EGSM
from 22.04.2019 and EGSM
from 27.04.2020
May 2020
880.000
2,38
2.094.400
960.669
Program approved by EGSM
from 27.04.2020
August
2020
880.000
2,11
1.856.800
1.616.268
Total
2.576.937
*according to the allocation document
Notes to separate financial statements
for the financial year ending 31 December 2021
54
Program
Allocation
date
Number
of Shares
Share
price*
Total program
value
Amount recognised
in expenses in 2020
Program approved
by EGSM from
22.04.2019 and
EGSM from
27.04.2020
May 2020
880.000
2,38
2.094.400
1.221.731
Program approved
by EGSM from
27.04.2020
August
2020
880.000
2,11
1.856.800
618.932
Program value adjustment to share price as of December 31, 2020
26.400
Total
1.867.063
*according to the allocation document
In LEI
31 December 2021
31 December 2020
Share capital
51.542.236
51.542.236
Total
51.542.236
51.542.236
(b) Retained earnings
In LEI
31 December 2021
31 December 2020
Retained earnings from the transition to IAS
and IFRS
422.323.709
422.323.709
Retained earnings from the application of
IFRS 9 (including gains on transactions)
310.528.734
207.935.766
Unshared profit
18.874.346
18.874.346
Profit or loss for the financial year
387.001.105
92.122.406
Other amounts recognized in retained
earnings (legal reserves, revaluation of
property, plant and equipment, etc.)
2.062.005
2.062.005
Total
1.140.789.898
743.318.231
(c) Other reserves
In LEI
31 December 2021
31 December 2020
Reserves apportioned from net profit
995.838.093
903.715.687
Reserves constituted as a result of the application of Law
no. 133/1996
145.486.088
145.486.088
Reserves from prescribed dividends
88.420.910
88.420.910
Reserves from FX differences and investment facilities
19.832.946
19.832.946
Total
1.249.578.037
1.157.455.631
The reserve related to the initial portfolio was constituted following the application of Law no. No 133/1996,
as the difference between the value of the portfolio contributed and the amount of the subscribed share
capital of SIF. Those reserves are thus treated in the same way as a contribution premium and are not used
for the sale of non-current securities.
(d) Legal reserves
According to the legal requirements, the Company constitutes legal reserves in the amount of 5% of the
profit registered according to the accounting regulations applicable up to the level of 20% of the share
capital according to the Articles of Incorporation. The value of the legal reserve as at 31 December 2021 is
Notes to separate financial statements
for the financial year ending 31 December 2021
55
10,308,447 lei (December 31, 2020: 10.308.447 lei). În 2020, the Company has reduced the legal reserve as
a result of the reduction of the share capital.
Legal reserves cannot be distributed to shareholders.
(e) Changes in the fair value of financial assets measured through other comprehensive income
This reserve shall comprise cumulative net changes in the fair values of financial assets measured through
other comprehensive income from the date of their classification in this category until the date on which
they were derecognised or impaired.
Reserves are recorded at net worth of the related deferred tax. The amount of deferred tax recognised
directly by the reduction in equity is set out in note 23.
The following table shows the reconciliation of the net differences in the change in fair value for financial
assets measured through other comprehensive income:
In LEI
31 December 2021
31 December 2020
Differences in changes in fair value for financial assets
measured through other comprehensive income
(bonds)
65.463
(8.511)
Changes in fair value for financial assets measured
through other comprehensive income (shares)
984.359.861
766.485.550
Total
984.425.325
766.477.039
(f) Dividends
The Shareholders of the Company did not approve during 2021 to distribute dividends from the 2020 profit.
25. Earnings per share
The calculation of the result per share was made on the basis of the profit attributable to ordinary
shareholders and the weighted average number of ordinary shares:
In LEI
2021
2020
Profit attributable to ordinary shareholders
387.001.105
92.122.406
Weighted average number of ordinary shares*
513.222.844
514.542.363
Basic earnings per share
0,7541
0,1790
*taking into account your own redeemed shares
The diluted earnings per share is equal to the result per share as the Company did not register any potential
ordinary shares.
In 2021 and 2020 there were no changes in accounting policies or new standards adopted that would affect
earnings per share and require disclosure in accordance with IAS 8.
26. Commitments and contingent liabilities
(a) Court actions
As of December 31, 2021, the Company's records contained 75 litigations pending before the courts of law.
The company had locus standi in 59 litigations, passive locus standi in 14 litigations and the capacity of
intervener in 2 litigations.
In most of the disputes in which the Company has the capacity of plaintiff, the object of the disputes is the
annulment/ finding of nullity of some decisions of the general meetings of shareholders in the portfolio
companies or the insolvency procedure of some portfolio companies.
Notes to separate financial statements
for the financial year ending 31 December 2021
56
(b) Transfer price
Romanian tax legislation contains transfer pricing rules between affiliated persons since 2000. The current
legislative framework defines the "market value" principle for transactions between affiliated persons, as
well as transfer pricing methods. As a result, the tax authorities are expected to initiate thorough transfer
pricing checks to ensure that the tax result is not distorted by the effect of prices charged in relations
between affiliated persons. The company cannot quantify the outcome of such a check.
(c) Other commitments
This is not the case.
27. Related parties
The parties are considered related if one of the parties has the ability to control the other party or to
exercise significant influence over it in making financial or operating decisions.
The company has identified in the course of its activity the following related parties:
Key management staff
31 December 2021
• On December 31, 2021, the Board of Directors of SIF BANAT-CRIŞANA SA consisted of 5 members:
Bogdan-Alexandru Drăgoi-President, Răzvan-Radu Străuț-Vice-President, Sorin Marica, Marcel Pfister
and Ionel Marian Ciucioi.
• On December 31, 2021, the members of the executive management of SIF BANAT-CRIŞANA SA: Bogdan-
Alexandru Drăgoi – General Manager, Răzvan-Radu Străuț – Deputy General Manager, Teodora
Sferdian – Deputy General Manager and Laurențiu Riviș – Director.
31 December 2020
• On December 31, 2020, the Board of Directors of SIF BANAT-CRIŞANA SA consisted of 5 members:
Bogdan-Alexandru Drăgoi-President, Răzvan-Radu Străuț-Vice-President, Sorin Marica, Marcel Pfister
and Ionel Marian Ciucioi.
• On December 31, 2020, the members of the executive management of SIF BANAT-CRIŞANA SA: Bogdan-
Alexandru Drăgoi – General Manager, Răzvan-Radu Străuț – Deputy General Manager, Teodora
Sferdian – Deputy General Manager and Laurențiu Riviș – Director.
During the financial year, no transactions were made and no advances and loans were granted to the
directors and managers of the Company, except for advances for travel in the interest of the service.
During 2021, the gross amounts paid to the members of the Board of Directors and directors (authorized
by the ASF) amounted to LEI 8,169 thousand (2020: LEI 7,716 thousand).
The company did not receive or provide guarantees in favour of any related parties.
Subsidiaries
The Company's subsidiaries as of December 31, 2021 and December 31, 2020 are as follows:
Company name
Holding
percentage as at
31 December
2021
Holding percentage
as at 31 December
2020
SIF IMOBILIARE PLC NICOSIA
100,00%
100,00%
SAI MUNTENIA INVEST SA BUCURESTI
99,98%
99,98%
Notes to separate financial statements
for the financial year ending 31 December 2021
57
SIF1 IMGB
99,92%
99,92%
NAPOMAR SA CLUJ-NAPOCA
99,43%
99,43%
SIF HOTELS SA ORADEA
99,00%
99,00%
AZUGA TURISM SA BUCURESTI
98,94%
98,94%
REAL ESTATE ADMINISTRATION SA BUCHAREST
97,40%
97,40%
SILVANA SA CEHU SILVANIEI
96,28%
96,28%
individual
ARIO SA BISTRITA
93,64%
93,64%
F
IAMU SA BLAJ
76,70%
76,70%
CENTRAL SA CLUJ
74,53%
74,53%
VRANCART SA ADJUD
75,06%
75,06%
SIF SPV TWO BUCHAREST
99,99%
99,99%
UNITEH TIMISOARA*
36,34%
36,34%
SIFI CJ LOGISTIC*
5,53%
5,53%
* are subsidiaries through their control and indirectly through SIF Imobiliare
Associates
The associates of the Company as of December 31, 2021 and December 31, 2020 are as follows:
a. Entities in which the Company holds shares in excess of 20% of the share capital and in which it has
significant influence:
Company name
Holding percentage as
at 31 December 2021
Percentage of holding as at
31 December 2020
GAS VEST SA ARAD
25,82%
25,82%
BIOFARM SA BUCURESTI
36,75%
36,75%
b. Companies in which the Company holds over 20% of the share capital, but which do not qualify as
associates, due to the fact that the Company does not exercise significant influence in the companies:
Company name
Holding percentage as
at 31 December 2021
Percentage of holding
as at 31 December
2020
FORESTIERA SA TIRGOVISTE
25,75%
25,75%
AGROMEC GATAIA
23,91%
23,91%
CTCE SA ALBA IULIA
23,24%
23,24%
SPRUCE SA SUCEAVA
21,63%
21,63%
c. Holdings over 20% of the share capital, but the companies are in insolvency / liquidation / bankruptcy,
etc.:
Company name
Holding percentage
as at 31 December
2021
Percentage of holding
as at 31 December
2020
State
COMAR BAIA MARE
34,94%
34,94%
F
ELBAC SA BACAU
32,45%
32,45%
F
PETROCART
30.18%
30.18%
INDIVIDUAL
AGROPRODUCT RESITA
30,00%
30,00%
RJ
AGROINDUSTRIALA NADLAC
30,00%
30,00%
F
THE ARDEALUL ALBA IULIA PLANT
29,51%
29,51%
F
COMMIXT SA OCNA MURES
28,97%
28,97%
F
METALURGICA SA MARGHITA
-
28,41%
F
SUINPROD LOWER GALDA
27,09%
27,09%
DIZ
MEBIS SA BISTRITA
26,78%
26,78%
INDIVIDUAL
EXFOR SA BUCURESTI
24,23%
24,23%
F
MOPAL SA BISTRITA
21,89%
21,89%
RJ
TRANSYLVANIA AIUD
20,19%
20,19%
F
Notes to separate financial statements
for the financial year ending 31 December 2021
58
Ins: Insolvency
RJ: judicial reorganization
DIZ: dissolving
F: bankruptcy
A: Erasers
Transactions through profit or loss
2021
2020
Income from dividends, showing separately:
SIF Real Estate PLC
52.286.577
-
Azuga Tourism
10.009.139
-
SAI MUNTENIA
6.698.660
12.237.552
VRANCART ADJUD
7.511.836
8.983.226
BIOFARM BUCHAREST
7.966.125
11.224.994
IAMU BLAJ
3.067.867
3.067.867
GAS WEST ARAD
2.607.914
752.117
UNITEH
-
7.770.077
Total
90.148.118
44.035.833
Interest income, showing separately:
VRANCART ADJUD
1.378.945
1.681.799
SIFI BH RETAIL
38.782
643.800
1.417.727
2.325.599
Other expenses, showing separately:
REAL ESTATE ADMINISTRATION – rents, operating
expenses
336.853
279.066
GAS WEST – natural gas
77.815
41.183
414.668
320.249
Transactions through the statement of financial position
2021
2020
Other liabilities, showing separately:
SILVANA CEHU SILVANIEI
790.389
671.886
SILVANA CEHU SILVANIEI-adjustment
(565.284)
(671.886)
VRANCART ADJUD-main bonds
37.612.296
37.612.296
VRANCART ADJUD-interest
295.403
285.785
SIFI BH RETAIL – main bonds
-
10.691.255
SIFI BH RETAIL – interest to be collected
-
605.780
GAZ VEST – dividends receivable
2.607.914
752.117
Total
40.740.718
49.947.232
Other liabilities, showing separately:
ADMINISTRARE IMOBILIARE SA
57.617
-
GAS WEST
34.268
7.398
Total
91.885
7.398
During 2021, the following operations were carried out with the subsidiaries:
- Vrancart SA – participation in the increase of the share capital with cash in the amount of
12,906,934 lei, representing cval. 129,069,342 shares.
During 2020, the following operations were carried out with the subsidiaries:
- SIFI CJ Logistic: the acquisition of 54,486 shares, the percentage held being 5.53%. The fair value
as at 31 December 2020 (level 3) is 888,329 lei;
- DOOSAN IMGB: acquisition of 301,078,647 shares, the percentage held being 99.92%. The fair
value at 31 December 2020 (level 3) is 214,790,000 lei.
Notes to separate financial statements
for the financial year ending 31 December 2021
59
28. Reporting by business segments
Activity Segments Information
Business segments are components that engage in commercial activities, that can generate income or
expense, whose operating results are periodically reviewed by the main decision-maker (CODM) and for
which discreet financial information is available. CODM is the person or group of persons who allocate
resources and evaluate the performance of the entity. CODM has been identified as the Board of Directors
of the Company.
Description of the products and services from which each reportable segment derives its revenue
The company is organized on the basis of a main business segment, its main activity being the making of
financial investments in order to increase the value of its treasury shares in accordance with the regulations
in force and the subsequent management of the investment portfolio and the exercise of all related rights
to the instruments invested.
Factors that were used by leadership to identify reportable segments
The company considered that it has only one segment of activity, as it has only one strategic business unit.
The financial information of the segment that is reviewed by CODM includes the Company's investment
portfolio, mainly financial assets, as well as the Company's dividend income. CODM obtains the Company's
financial statements prepared according to IFRS. This financial information overlaps with the analysis of
the segment provided internally to CODM. As such, management applied the basic principle of IFRS 8,
Business Segments, in determining which of the overlapping sets of financial information should form the
basis of some business segments.
Management considered that the ifrs financial statements information is not available frequently enough
to conclude that segment reporting should exclude any details other than information about the
investment portfolio and dividend income.
Measurement of the operating profit of the segment, i.e. the assets and liabilities attributable to the
segment
The CODM reviews the ifrs-based financial statements and assesses the performance of the profit-based
segment before tax.
29. Subsequent events
• On January 25, 2022 it was published Information document on the provision of shares to the
members of the management structure. The document was approved by the Board of Directors
by CA Decision no. 5 from 20.01.2022 and includes the free offering of a number of 880,000 shares
to the members of the management structure (administrators, directors), within the framework of
a "Stock Option Plan".
• On January 25, 2022, the contract for the full sale of the stake held in GazVest S.A. Arad was signed.
The value of the contract was used to determine fair value differences at 31 December 2022 for
associates and recognised in the investment gain/(loss);
• On February 23, 2022, the certificate of registration of securities was issued, certifying the
completion of the share capital increase with cash contribution to Vrancart SA. On March 1, the
Central Depository registered the new securities in the shareholders' register.
STATEMENT OF Annex 10
SIF Banat-Crișana assets and liabilities as per Reg. 7/2020
AIFRI established by a constitutive act
31.12.2021* - recalculated
ITEM VALUE [RON]
1 Intangible assets 4,113
2 Tangible assets 3,840,248
3 Investment property 12,953,334
4 Biological assets -
5 Assets representing rights to use the underlying assets in a leasing contract 725,329
6 Financial assets 3,206,749,638
6.1 Financial assets measured at amortized cost -
6.2 Financial assets measured at fair value through profit and loss 1,643,528,284
6.2.1 Shares 1,237,177,818
6.2.1.1 Admitted to trading on a trading venue 912,646,402
6.2.1.2.1 in Romania 912,646,402
6.2.1.2.1.1 Traded in the last 30 trading days 566,090,456
6.2.1.2.1.2 Not traded in the last 30 trading days 346,555,946
6.2.1.2.2 in a Member State -
6.2.1.2.3 in a third country -
6.2.1.2 Not admitted to trading 324,531,416
6.2.1.2.1 in Romania 324,531,416
6.2.1.2.2 in a Member State -
6.2.1.2.3 in a third country -
6.2.2 Corporate bonds 37,170,203
6.2.2.1 Admitted to trading on a trading venue 37,170,203
6.2.2.1.1 in Romania 37,170,203
6.2.2.2.1.1 Traded in the last 30 trading days -
6.2.2.2.1.2 Not traded in the last 30 trading days 37,170,203
6.2.2.1.2 in a Member State -
6.2.2.1.3 in a third country -
6.2.2.2 Not admitted to trading -
6.2.3 Securities of AIF / UCITS 369,180,263
6.2.3.1 Shares -
6.2.3.2 Fund units 369,180,263
6.2.3.2.1 Admitted to trading on a trading venue -
6.2.3.2.2 Not admitted to trading 369,180,263
6.2.3.2.2.1 in Romania 330,577,203
6.2.3.2.2.2 in a Member State -
6.2.3.2.2.3 in a third country 38,603,060
6.3 Financial assets measured at fair value through other comprehensive income 1,563,221,354
6.3.1 Shares 1,475,548,516
6.3.1.1 Addmitted to trading on a trading venue 1,333,872,415
6.3.1.2.1 in Romania 1,129,268,480
6.3.1.2.1.1 Traded in the last 30 trading days 1,128,387,980
6.3.1.2.1.2 Not traded in the last 30 trading days 880,500
6.3.1.2.2 in a Member State 204,603,935
6.3.1.2.2.1 Traded in the last 30 trading days 204,603,935
6.3.1.2.2.2 Not traded in the last 30 trading days -
6.3.1.2.3 in a third country
6.1.1.2.3.1 Traded in the last 30 trading days
6.1.1.2.3.2 Not traded in the last 30 trading days
6.3.1.2 Not admitted to trading 141,676,101
6.3.1.2.1 in Romania 141,676,101
6.3.1.2.2 in a Member State
6.3.1.2.3 in a third country
6.3.2
Corporate bonds 5,205,327
6.3.2.1 Admitted to trading on a trading venue 5,205,327
6.3.2.1.1 in Romania 5,205,327
6.3.2.2.1.1 Traded in the last 30 trading days 5,205,327
6.3.2.2.1.2 Not traded in the last 30 trading days -
6.3.2.1.2 in a Member State -
6.3.2.1.3 in a third country -
6.3.2.2 Not admitted to trading -
6.3.3 Securities of AIF / UCITS 82,467,512
6.3.3.1 Shares 82,467,512
6.3.3.1 Admitted to trading on a trading venue 82,467,512
6.3.3.1.1 in Romania 82,467,512
6.3.3.1.1.1 Traded in the last 30 trading days 82,467,512
6.3.3.1.1.2 Not traded in the last 30 trading days -
6.3.3.2.2 in a Member State
6.3.3.2.3 in a third country
6.3.3.2 Not admitted to trading -
6.3.3.2 Fund units -
7 Cash available (cash and cash equivalent) 153,652,089
8 Bank deposits 185,705,889
9 Other assets: 36,331,394
9.1 Dividends or other receivables 28,421,782
9.2 Other assets 7,909,612
10 Accrued expenses 219,523
11 Total assets 3,600,181,557
12 Total liabilities 190,966,356
12.1 Financial liabilities measured at amortized cost 11,008,480
12.2 Deferred income tax liabilities 179,957,876
12.3 Other liabilities -
13 Provisions for risks and expenses -
14 Deferred income 293,418
15 Equity, of which: 3,416,126,285
15.1 Share capital 51,542,236
15.2 Items treated as equity 642,622,709
15.3 Other components of equity 984,425,325
15.4 Premium related to capital -
15.5 Revaluation reserves 1,176,569
15.6 Reserves 3,220,076,087
15.7 Treasury shares -21,694,227
15.8 Retained earnings 688,511,013
15.9 Retained earnings first-time adoption of IAS 29 (debtor account) -2,537,534,532
15.10 Result for the period 387,001,105
16 Net Asset Value 3,408,921,783
17 Number of issued shares 507,510,056
18 Net Asset Value per Share 6.7170
19 Number of companies in the portfolio, of which: 98
19.1 Companies admitted to trading on an EU trading venue 34
19.2 Companies admitted to trading on a stock exchange in a third country -
19.3 Companies not admitted to trading 64
Depositary bank
Banca Comercială Română
*** Pursuant to Art.123, par. (3) of the ASF Regulation no. 9/2014, on the calculation of NAV, this item represents:
”The total number of issued and outstanding shares, less treasury stock”
based on which the NAV per share is calculated. At the date of this report, out of the 515,422,363 shares issued, the company, holds
7,912,307 treasury shares, repurchased in the PTO carried out between September 29 - October 12, 2021
This statement is provided as a free translation from Romanian, which is the official and binding version
SIF Banat-Crișana
NOTE
* NAV as of 31.12.2021 was recalculated as follows: portfolio items (shares) valued on the basis of valuation reports - recorded at present
values as of 31.12.2021; non-portfolio items - based on the final balance sheet that formed the basis for the preparation of the standalone
annual financial statements, audited, subject to the approval of the OGM of April 28 (29), 2022.
** Value of treasury shares, repurchased in the Public Tender Offer carried out between September 29 - October 12, 2021
ANNEX - according to art.38 par. (4) of Law 243/2019
Assets in SIF Banat-Crișana portfolio evaluated using valuation methods in accordance with International Valuation Standards
as of 31.12.2021 - recalculated
No. Name of the issuer
Tax
Indentification
Code
Symbol
No. of shares
held
No./date of
valuation report
RON / share Total value Valuation method
Companies not admitted to trading where SIF BC stake is> 33% of the share capital
1
AZUGA TURISM
28330211 786,882 629/09.03.2022 19.1600 15,076,659
income approach, discounted cash
flow method
2
NAPOMAR
199176 10,256,241 630/09.03.2022 1.0442 10,709,567
income approach, discounted cash
flow method
3
CENTRAL
199230 53,120 631/09.03.2022 769.6009 40,881,200
income approach, discounted cash
flow method
4
SAI MUNTENIA INVEST
9415761 119,976 632/09.03.2022 740.2500 88,812,234
income approach, discounted cash
flow method
5 SIF SPV TWO 40094500 119,988 633/09.03.2022 0.4675 56,094
asset approach, corrected Net Asset
method
6 Administrare Imobiliare SA 20919450 16,049,741 634/09.03.2022 2.6425 42,411,441
asset approach, corrected Net Asset
method
7 SIF1 IMGB 380430 301,078,647 636/09.03.2022 0.8025 241,615,614
asset approach, corrected Net Asset
method
Companies admitted to trading with irrelevant liquidity for the application of the mark to market valuation method (according to Art.114 par. (4) of Reg.9 / 2014)
8 SIF Imobiliare PLC HE323682 SIFI 4,499,961 635/09.03.2022 77.0131 346,555,946
asset approach, corrected Net Asset
method
9 SIF Hoteluri 56150 CAOR 31,820,906 637/09.03.2022 2.1111 67,177,115
income approach, discounted cash
flow method
10 IAMU 1766830 IAMU 7,286,299 628/09.03.2022 5.6346 41,055,380
income approach, discounted cash
flow method
Leverage and exposure calculated in accordance with the provisions of Regulation (EU) no. 231/2013 - as of 30.09.2021
Method for calculating AIFRI
exposure
Exposure value Leverage
(RON) (%)
Gross method 3,401,219,198 99.77
Commitment method 3,408,921,783 100
Certification of Depositary Bank,
SIF Banat-Crișana
Banca Comercialã Românã
ANNEX 11
Table 1
ITEM
% of net asset
% of total
assets
Currency RON
% of net
asset
% of total
assets
Currency RON
I Total assets
106.31 100.00 54,753,840 3,288,920,535 105.61 100.00
541,464,654 3,058,716,903 256,507,182
1
Securities and money market instruments, of which:
68.80 64.72 5,180,369 2,158,786,990
67.14 63.58
209,809,262 2,079,085,085 124,926,987
1.1 61.80 58.13 5,180,369 1,938,522,608 61.14 57.89 5,205,327 2,079,085,085
140,587,434
1.1.1
shares
60.46 56.87 - 1,901,404,808 59.90 56.72 - 2,041,914,882
140,510,074
1.1.2
other securities assimilated to these
- - - - - - - -
0
1.1.3
corporate bonds
1.34 1.27 5,180,369 37,117,800 1.24 1.18 5,205,327 37,170,203
77,360
1.1.4
other debt securities
- - - - - - - -
0
1.1.5
other securities
- - - - - - - -
0
1.1.6
money market instruments
- - - - - - - -
0
1.2
7.00 6.59
-
220,264,382
6.00 5.68
204,603,935 - -15,660,447
1.2.1
shares
7.00 6.59 -
220,264,382
6.00 5.68 204,603,935
-
-15,660,447
1.2.2
other securities assimilated to these
- - - - - - - -
0
1.2.3
corporate bonds
- - - - - - - -
0
1.2.4
other debt securities
- - - - - - - -
0
1.2.5
other securities
- - - - - - - -
0
1.2.6
money market instruments
- - - - - - - -
0
1.3
- - - -
- -
- - 0
2
Newly issued securities
- - -
- -
- 0
3
12.76 12.00 401,286,139
13.68 12.95
466,207,517 64,921,378
4 Bank deposits, of which:
7.56 7.11 - 237,805,056
5.45 5.16
178,215,175 7,490,714 -52,099,167
4.1 bank deposits with credit institutions in Romania;
7.56 7.11 - 237,805,056
5.45 5.16
178,215,175 7,490,714 -52,099,167
4.2 bank deposits with credit institutions in a Member State;
- - - -
- -
- - 0
4.3 bank deposits with credit institutions in a third country.
- - - -
- -
- - 0
5
- - -
- -
- 0
6 Current accounts and cash
1.59 1.50 49,573,471 568,381
4.51 4.27
153,440,217 211,872 103,510,236
7
- - - -
- -
- - 0
8 Equity securities of AIF/UCITS (RO: FIA/OPCVM) of which:
14.66 13.79 - 461,077,785
13.25 12.55
- 451,647,775 -9,430,010
8.1 AIF shares
80,234,830 82,467,512 2,232,682
8.2 UCITS fund units
380,842,955 369,180,263 -11,662,692
9 Dividends or other rights receivable
0.39 0.37 - 12,259,743
0.83 0.79
- 28,421,782 16,162,039
10 0.54 0.51 - 17,136,441
0.75 0.71
- 25,652,159 8,515,719
II Total liabilities
6.31 5.94 - 198,598,004
5.61 5.31
- 191,259,774 -7,338,230
1
- -
- -
- - 0
2 Expenses for the payment of fees due to depositary bank
- -
- -
- - 0
3 Expenses for the payment of fees due to intermediaries
- -
- -
- - 0
4 Expenses on turnover fees and other banking services
- -
- -
- - 0
5 Interest expenses
- -
- -
- - 0
6 Issuance expenses
- -
- -
- - 0
7 Expenses with the payment of commissions/fees due to ASF
- -
- -
- - 0
8 Financial audit costs
- -
- -
- - 0
9 Other approved expenses / liabilities
6.31 5.94
198,598,004
5.61 5.31
- 191,259,774 -7,338,230
10 Redemptions payable
- -
- -
- - 0
III Net Asset Value (I-II)
100.00 94.06 54,753,840 3,090,322,531
100.00 94.69
541,464,654 2,867,457,129 263,845,411
End of the reporting period [31.12.2021]
Differences
(RON)
Securities and money market instruments admitted or traded on a regulated
market in a member state
Securities and money market instruments admitted or traded on a regulated
DETAILED STATEMENT OF INVESTMENTS SIF BANAT-CRIȘANA as of 31.12.2021 - recalculated*
Beginning of the reporting period [30.06.2021]
Securities and money market instruments admitted on a stock exchange in a
third country or negotiated on another regulated market in a third country,
that operates on a regular basis and is recognized and open to the public,
approved by ASF, of which:
Expenses for the payment of fees due to AIFM
Money market instruments other than those traded on a regulated market, as
referred to in Art. 82(g) of GEO no. 32/2012 - Repo contracts on securities
Other assets (amounts in transit, amounts with distributors, with brokers, etc.).
* NAV as of 31.12.2021 was recalculated as follows: portfolio items (shares) valued on the basis of valuation reports - recorded at present values as of 31.12.2021; non-portfolio items - based on the final balance sheet that formed the basis
for the preparation of the standalone annual financial statements, audited, subject to the approval of the OGM of April 28 (29), 2022.
Other securities and money market instruments
Derivatives traded on a regulated market
Table 2
Statement of net asset value per share 31.12.2021 - recalculated*
RON
ITEM Current period Corresponding period of the previous year ** Differences
Net Asset Value
3,408,921,783 2,884,036,120 524,885,663
Number of fund units / shares outstanding
507,510,056 514,542,363 -7,032,307
Net asset value per share
6.7170 5.6051 1.1119
* value calculated acc. to ASF Reg. 15/2004
Table 3
DETAILED STATEMENT OF INVESTMENTS AS OF: 31.12.2021
I. Securities admited or traded on a regulated market in Romania
1. Shares traded in the last 30 trading days (working days)
No. Issuer
Symbol
Date of last trading
session
No. of shares held
Nominal
value
Value of
share
Total value
Stake of issuer's
share capital
Weight in AIFRI
total assets
RON RON RON % %
1
BANCA TRANSILVANIA
TLV 30-Dec-21 301,485,932 1.00 2.5800 777,833,705 4.7768 21.61
2
BIOFARM
BIO 30-Dec-21 362,096,587 0.10 0.8340 301,988,554 36.7471 8.39
3
BRD - GROUPE SOCIETE
GENERALE
BRD 30-Dec-21 13,615,497 1.00 17.7000 240,994,297 1.9537 6.69
4
VRANCART
VNC 30-Dec-21 774,416,054 0.10 0.2000 154,883,211 75.0633 4.30
5
CONPET
COTE 30-Dec-21 562,740 3.30 79.0000 44,456,460 6.5000 1.23
6
OMV PETROM
SNP 30-Dec-21 35,865,800 0.10 0.4990 17,897,034 0.0633 0.50
7
COMPANIA HOTELIERA
INTERCONTINENTAL
RCHI 30-Dec-21 113,934,583 0.10 0.1350 15,381,169 13.6687 0.43
8
BURSA DE VALORI
BUCURESTI
BVB
30-Dec-21 372,352 10.00 25.5000 9,494,976 4.6259 0.26
9
ANTIBIOTICE
ATB 30-Dec-21 14,167,736 0.10 0.6060 8,585,648 2.1104 0.24
10
ARGUS
UARG 29-Dec-21 1,790,432 1.50 1.8900 3,383,916 5.0039 0.09
11
COMELF
CMF 30-Dec-21 1,211,907 0.58 1.8000 2,181,433 5.3919 0.06
12
SATURN
SATU 2-Dec-21 346,926 2.50 5.5000 1,908,093 17.5385 0.05
13
PRIMACONSTRUCT
PCTM 28-Dec-21 90,685 2.50 20.6000 1,868,111 15.6969 0.05
14
REVA
REVA 28-Dec-21 74,777 2.50 17.2000 1,286,164 5.0112 0.04
15
ARCELOR MITTAL
HUNEDOARA
SIDG 27-Dec-21 5,921,324 2.00 0.2000 1,184,265 2.9820 0.03
16
SIFI CJ LOGISTIC
CACU 30-Dec-21 54,486 2.50 18.1000 986,197 5.5275 0.03
17
URBANA
URBA 28-Dec-21 13,208 9.20 57.5000 759,460 16.5830 0.02
18
INDUSTRIA SARMEI CAMPIA
TURZII
INSI 29-Dec-21 4,604,082 0.10 0.1000 460,408 1.2497 0.01
19
ANTECO
ANTE 2-Dec-21 7,042,220 0.10 0.0500 352,111 17.2036 0.01
20
PROSPECTIUNI
PRSN 30-Dec-21 5,198,500 0.10 0.0455 236,532 0.7240 0.01
21
SOMETRA
SOMR 16-Nov-21 1,217,602 2.50 0.1020 124,195 4.5814 0.00
22
PROFESSIONAL IMO
PARTNERS
PPLI 8-Dec-21 1 1.00 2.5000 3 - 0.00
TOTAL 1,586,245,940.47 44.06
2. Shares not traded in the last 30 trading days (working)
No. Issuer
Symbol
Date of last trading
session
No. of shares held
Nominal
value
Value of
share
Total value
Stake of in issuer's
share capital
Weight in AIFRI
total assets
RON RON RON % %
1
SIF IMOBILIARE
SIFI 14-Aug-20 4,499,961 4.47 77.0131 346,555,946 99.9997 9.63
2
SIF HOTELURI
CAOR 2-Dec-21 31,820,906 2.50 2.1111 67,177,115 98.9997 1.87
3
IAMU
IAMU 14-Dec-21 7,286,299 2.50 5.6346 41,055,380 76.6967 1.14
4
TRANSGEX
TRNG 2-Jul-21 143,577 2.50 6.1326 880,500 2.6965 0.02
5
TALC DOLOMITA
TALD 9-Oct-15 167,108 2.50 0.0000 0 7.8944 0.00
6
ICSH
ICSH 26-Mar-12 84,500 2.50 0.0000 0 1.2891 0.00
7
PETROCART
PTRC 10-Jul-19 11,852,163 0.50 0.0000 0 30.1767 0.00
8
SIFI UNITEH
UNIT 12-Aug-20 158,573 2.50 0.0000 0 36.3399 0.00
9
UCM
UCM 6-Dec-11 1,071,837 0.10 0.0000 0 0.9750 0.00
TOTAL 455,668,942 12.66
Not the case
4. Preference rights / allocation rights
Not the case
5. Bonds admitted to trading issued or guaranteed by authorities of local public administration / corporate bonds
No.. Issuer
Bond symbol
Date of last trading
session
No. of bonds held
Date of
acquisition
Date of
coupon
Date of coupon
maturity
Initial value Daily increase
Cummulative
interest
Cummulativ
e discount/
prime
Market
price
Total value
Weight in total
issued bonds
Weight in AIFRI
total assets
RON RON RON RON RON RON % %
1
VRANCART ADJUD VNC24 368,748 17-Mar-17
25-Oct-21
24-Jan-22 36,874,800 4,344 295,403 0 37,170,203 96.41 1.03
2
IMPACT IMP22E 210 19-Dec-17 20-Dec-21 19-Jun-22 5,195,505 818 9,822 0 5,205,327 8.39 0.14
TOTAL 42,375,529 1.18
6. Bonds admitted to trading issued or guaranteed by central government authorities
Not the case
7. Other securities admited to trading on a regulated market
Not the case
8. Amounts being settled for securities admitted or traded on a regulated market in Romania
Issuer
Type of security Symbol Valuer per unit
No. of. traded
securities
Total value
Stake of issuer's
share capital/total
bonds of a issuer
Weight in AIFRI
total assets
RON RON % %
BURSA DE VALORI
BUCURESTI
actiuni BVB 25.20 638 16,078 0.0079 0.0005
TOTAL 16,078 0.0005
3. Shares not traded in the last 30 trading days (working days) for which the financial statements are not obtained within 90 days from the legal date of submission
II. Securities admitted or traded on a regulated market in a Member State
1. Shares traded in the last 30 trading days (business days)
Issuer ISIN code
Date of last trading
session
No. of shares held Nominal value* Value of share
NBR currency
rate EUR/RON
Total value
Stake in issuer's
share capital
Weight in AIFRI
total assets
currency currency RON RON % %
ERSTE GROUP BANK AG
EBS 30-Dec-21 1,000,000 41.35
4.9481
204,603,935 0.2327 5.68
TOTAL 204,603,935 5.68
2. Bonds admitted to trading issued or guaranteed by authorities of local public administration , corporate bonds
Not the case
3. Bonds admitted to trading issued or guaranteed by central government authorities
Not the case
4. Other securities admitted to trading on a regulated market of a Member State
Not the case
5. Amounts being settled for securities admitted or traded on a regulated market in a Member State
Not the case
III. Securities admitted or traded on a regulated market in a third country
Not the case
IV. Money market instruments admitted or traded on a regulated market in Romania
Not the case
V. Money market instruments admitted or traded on a regulated market in a Member State
Not the case
VI. Money market instruments admitted or traded on a regulated market in a third country
Not the case
VII. Newly issued securities
Not the case
VIII. Other securities and money market instruments
VIII.1 Other securities
1. Shares not admitted to trading
Nr. crt.
Issuer No. of shares held Nominal value
Value of share
Total value
Stake in issuer's share
capital
Weight in AIFRI total
assets
RON RON RON % %
1
SIF 1 IMGB 301,078,647 2.50 0.8025 241,615,614 99.9202 6.71
2
SAI MUNTENIA INVEST 119,976 10.00 740.2500
88,812,234
99.9800 2.47
3
ADMINISTRARE IMOBILIARE 16,049,741 2.50 2.6425 42,411,441 97.3981 1.18
4
CENTRAL 53,120 10.00 769.6009 40,881,200 74.5314 1.14
5
AZUGA TURISM 786,882 17.50 19.1600 15,076,659 98.9354 0.42
6
GAZ VEST 105,068 100.00 154.1124 16,192,282 25.8185 0.45
7
NAPOMAR 10,256,241 2.50 1.0442 10,709,567 99.4348 0.30
8
EXIMBANK 414,740 6.00 9.3628 3,883,128 0.3108 0.11
9
CCP.RO BUCHAREST 142,500 10.00 9.6527 1,375,510 1.7857 0.04
10
DEPOZITARUL CENTRAL 9,878,329 0.10 0.1212 1,197,253 3.9057 0.03
11
IFB FINWEST 7,976,121 0.10 0.1084 864,612 8.6736 0.02
12
SPUMOTIM 12,398 2.50 50.4533 625,520 3.9864 0.02
13
MOBIROM 11,589 2.50 50.3314 583,291 9.0289 0.02
14
AMIS MOB 12,607 2.50 38.6518 487,283 8.1220 0.01
15
BIZOOFRUCT 39,424 2.50 8.4889 334,666 4.4235 0.01
16
CTCE 8,501 2.50 31.3769 266,735 23.2357 0.01
17
GRUP BIANCA TRANS 562,400 0.10 0.4115 231,428 5.1783 0.01
18
COMMETCAR 14,862 2.50 12.2881 182,626 10.0002 0.01
19
FORESTIERA 42,269 2.50 4.2359 179,047 25.7520 0.00
20
APRO HOREA 8,220 2.50 17.4368 143,331 13.5427 0.00
21
MOLIDUL 90,579 2.50 0.9129 82,690 21.6326 0.00
22
SIF SPV TWO 119,988 1.00 0.4675 56,094 99.9900 0.00
23
MODERN 3,302 2.50 4.6358 15,307 2.4485 0.00
24
BANCA COMERCIALA ROMANA
1 0.10 0.6200 1 0.0000 0.00
25
PROIECT 2,162 8.00 0.0000 0 10.0000 0.00
26
COMMIXT 10,543 2.50 0.0000 0 28.9667 0.00
27
MINIERA CUART 17,396 2.50 0.0000 0 3.3999 0.00
28
TRANSILVANIA AIUD 46,779 2.50 0.0000 0 20.1873 0.00
29
SUINPROD GALDA 143,084 2.50 0.0000 0 27.0910 0.00
30
AGROINDUSTRIALA NADLAC
66,406 2.50 0.0000 0 29.9996 0.00
31
SANEVIT 535,217 0.10 0.0000 0 8.9696 0.00
32
UZINA ARDEALUL 55,593 2.50 0.0000 0 29.5075 0.00
33
TEHNOLOGIE MOBILA STIL 9,000 2.50 0.0000 0 4.5523 0.00
34
TREMULA 66,112 2.50 0.0000 0 17.9898 0.00
35
LEMN-MOL-FA 37,146 2.00 0.0000 0 13.0184 0.00
36
IPEGM 9,913 2.50 0.0000 0 3.4000 0.00
37
COMBINATUL DE UTILAJ GREU
409,572 4.00 0.0000 0 5.0221 0.00
38
AUTODANUBIUS 11,653 2.50 0.0000 0 14.0387 0.00
39
FORTOP 39,226 2.50 0.0000 0 12.4859 0.00
40
AGROINDUSTRIALA INEU 59,755 2.50 0.0000 0 11.5001 0.00
41
BANCA INTERNATIONALA A RELIGIILOR
186,849 1.00 0.0000 0 0.9342 0.00
42
TREMULA BRAILA 17,465 2.50 0.0000 0 13.4561 0.00
43
AVERSA 142,699 2.50 0.0000 0 2.1416 0.00
44
LASPERESIA 20 2.50 0.0000 0 1.9455 0.00
45
AGROMEC GATAIA 13,585 2.50 0.0000 0 23.9097 0.00
46
SILVANA 1,443,772 2.50 0.0000 0 96.2832 0.00
47
ERGOLEMN 9,637 2.50 0.0000 0 12.9584 0.00
48
CONTOR GROUP 2,900,049 0.10 0.0000 0 1.4962 0.00
49
BRAFOR 5,928,744 0.10 0.0000 0 2.6874 0.00
50
SIMATEC 42,886 2.50 0.0000 0 18.8217 0.00
51
EXFOR 399,654 2.50 0.0000 0 24.2311 0.00
52
SOMES 1,653,350 2.10 0.0000 0 13.1191 0.00
53
IFOR 101,803 2.50 0.0000 0 15.3525 0.00
54
CUART 4,516 2.50 0.0000 0 3.3999 0.00
55
MOPAL 251,067 80.45 0.0000 0 21.8936 0.00
56
ELBAC 8,299,560 0.10 0.0000 0 32.4500 0.00
57
ARCER 83,213 2.50 0.0000 0 19.7002 0.00
58
ARIO 3,523,021 3.70 0.0000 0 93.6407 0.00
59
COMAR 40,601 2.50 0.0000 0 34.9415 0.00
60
AGROPRODUCT RESITA 72,720 2.50 0.0000 0 30.0045 0.00
61
ROSTRAMO 434,501 2.50 0.0000 0 10.0371 0.00
62
STREIUL 9,344 2.50 0.0000 0 17.4419 0.00
63
FORTPRES - CUG 103,523 2.50 0.0000 0 1.3598 0.00
64
MEBIS 346,637 2.50 0.0000 0 26.7806 0.00
TOTAL 466,207,517 12.95
2. Acțiuni tranzacționate în cadrul altor sisteme decât piețele reglementate
Nu e cazul
3. Acțiuni neadmise la tranzacționare evaluate la valoare zero (lipsă situații financiare actualizate depuse la Registrul Comerțului)
Nu e cazul
4. Obligațiuni neadmise la tranzacționare
Nu e cazul
5. Amounts being settled for shares traded on a other systems than regulated market
Not the case
VIII.2. Other money market instruments
Not the case
IX.Current accounts and cash
1. Current accounts and cash, in RON
No. Bank name Present value
Weight in total assets of
AIFRI
RON %
1 Banca TRANSILVANIA 126,925.09 0.00
2 B.R.D. - G.S.G. 60,150.60 0.00
3 Intesa San Paolo 21,852.47 0.00
4 CEC Bank 465.40 0.00
5 Raiffeisen Bank - -
6 Unicredit Tiriac Bank 332.88 0.00
7 Eximbank 908 0.00
8 BCR - -
9 SIF Banat-Crisana - petty cash 1236.98
0.00
TOTAL 211,871.76 0.01
2. Current accounts and cash, demoninated in EURO
No. Bank name Present value NBR exchange rate Present value in RON
Weight in total assets of
AIFRI
currency %
1 Banca TRANSILVANIA 20,002,290.96 4.9481 98,973,335.90 2.75
2 B.R.D. - G.S.G. 2,750,656.76 4.9481 13,610,524.71 0.38
3 Raiffeisen Bank - 4.9481 - -
4 BCR 4,261,958.88 4.9481 21,088,598.73 0.59
5 CEC Bank 29.71 4.9481 147.01 0.00
6 Eximbank
3,994,220.81 4.9481 19,763,803.99 0.55
TOTAL 153,436,410.35 4.26
3. Current accounts and cash, denominated in USD
No. Bank name Present value NBR exchange rate Present value in RON
Weight in total assets of
AIFRI
currency %
1 Banca TRANSILVANIA 266.91 4.3707 1,166.58 0.00
2 BCR
302.58 4.3707 1,322.49 0.00
TOTAL 2,489.07 0.00
4. Disponibil în conturi curente și numerar denominate în GBP
No. Bank name Present value NBR exchange rate Present value in RON
Weight in total assets of
AIFRI
currency %
1
Banca TRANSILVANIA 223.33 5.8994 1,317.51 0.00
TOTAL 1,317.51 0.00
X. Bank deposits by separate categories: set up at credit institutions in Romania / in another Member State / in a third country
1. Bank deposits denominated in RON
Nr. crt. Denumire bancă Set up date maturi ty date Initial value Daily increase Accrued interest Total value
Weight in total
assets of AIFRI
RON RON RON RON %
BCR
1
31/12/2021 01/01/2022 1,485,591 47.46 47.46 1,485,639 0.04
17/12/2021 07/01/2022 1,000,000 56.39 845.83 1,000,846 0.03
17/12/2021 07/01/2022 2,000,000 112.78 1,691.67 2,001,692 0.06
2
17/12/2021 07/01/2022 3,000,000 169.17 2,537.50 3,002,538 0.08
TOTAL 7,490,714 0.21
2. Bank deposits denominated in foreign currency
No. Bank name Set up date Maturity date Initial value Daily increase Accrued interest
NBR exchange rate
EUR/RON
Total value
Weight in total
assets of AIFRI
currency currency currency RON RON %
CEC BANK
1
02/12/2021 02/01/2022 5,000,247 8.22 246.59 4.9481 24,742,940 0.69
2
02/12/2021 02/01/2022 5,000,747 8.22 246.61 4.9481 24,745,415 0.69
3
17/12/2021 17/01/2022 5,002,500 8.22 123.35 4.9481 24,753,481 0.69
4
17/12/2021 17/01/2022 5,000,000 8.22 123.29 4.9481 24,741,110 0.69
EXIMBANK
1
23/08/2021 23/02/2022 5,334,500 14.82 1,941.17 4.9481 26,405,245 0.73
2
19/08/2021 19/05/2022 5,671,414 18.90 2,552.14 4.9481 28,075,352 0.78
3
19/08/2021 19/05/2022 5,000,000 16.67 2,250.00 4.9481 24,751,633 0.69
TOTAL 178,215,175 4.95
XI. Derivatives traded on a regulated market
Not the case
XII. Derivatives traded outside regulated markets
Not the case
XIII. Money market instruments, other than those traded on a regulated market
Not the case
XIV. Equity securities of UCITS/AIF
1. Equity securities denominated in RON
No. Fund name
Date of last trading
session
No. of securities
held (shares/fund
units)
Value of equity
security(NAV/unit)
Market price Total value
Weight in UCITS/AIF's
total equity securities
Weight in total
assets of AIFRI
RON RON RON % %
Shares
1
SIF MUNTENIA
30-Dec-21 40,123,500
1.5650
62,895,942 5.1136 1.75
2
SIF OLTENIA
30-Dec-21 11,608,286
1.6860
19,571,570 2.3217 0.54
Fund units
1
Fondul Inchis de Investitii ACTIVE PLUS 15,050.2178 12,972.1800 195,234,134 76.4216 5.42
2
FIAIP OPTIM INVEST 3,494.6900 12,403.5200 43,346,457 30.8552 1.20
3
FIA STAR VALUE 9,382.0000 1,125.1600 10,556,251 18.4780 0.29
4
FIA CERTINVEST ACTIUNI 307.6000 264,760.6000 81,440,361 55.6938 2.26
5
ROMANIA STRATEGY FUND Klasse B 58,000.0000 665.5700 38,603,060 50.8772 1.07
TOTAL 451,647,775 12.55
2. Equity securities denominated in foreign currency
Not the case
3. Amounts under settlement for equity securities denominated in RON
Fund name Market price
No. of securities
traded
Total value
Weight in
UCITS/AIF's total
equity securities
Weight in total
assets of AIFRI
RON RON % %
SIF MUNTENIA
1.5673 21,000 33,070.00 0.0027 0.0009
TOTAL 33,070.00 0.0009
4. Amounts under settlement for equity securities denominated in foreign currency
Not the case
XV. Dividend or other receivable rights
1. Dividends receivable
No. Issuer Share symbol Ex-dividend date No. of shares held Gross dividend Amount receivable
Weight in total
assets of AIFRI
RON RON %
1
GAZ VEST
1-Jul-21 105,068 2,607,914 2,607,914 0.07
TOTAL 2,607,914 0.07
2. Shares distributed without consideration in cash
Not the case
3. Shares distributed with consideration in cash
Issuer Share symbol Ex-dividend date No. of shares held Share value Total value*
Weight in total
assets of AIFRI
RON RON %
VRANCART VNCR02 17-May-2021 129,069,342 0.2 25,813,868 0.72
TOTAL 25,813,868 0.72
* recalculated as per art.120, p.(1) of ASF Regulation no. 9/2014
4. Amounts payable for shares distributed with consideration in cash
Not the case
5. Preemtive rights (prior to admission to trading and after the trading period)
Issuer of shares Share symbol Ex-dividend date
No. of preemtive
rights
Theoretical value of
preemtive rights
Total value
VRANCART VNCR01 17-May-21 774,416,054 0 0
TOTAL 0 0
Evolution of the net asset value and net asset value per share in the last reporting periods
December 2021 November 2021 October 2021
Net asset value 3,408,921,783 3,307,360,255 3,293,519,648
Net asset value per share 6.7170 6.5282 6.5008
Explanatory note:
The valuation methods used for the financial instruments for which valuation methods have been chosen in accordance with the valuation standards in force, according to the law are the following:
For the companies: IAMU, NAPOMAR, SAI MUNTENIA INVEST, CENTRAL, SIF HOTELURI, AZUGA TURISM income approach, discounted cash flow method was used;
For the companies: SIF 1 IMGB, ADMINISTRARE IMOBILIARE, SIF IMOBILIARE, SIF SPV TWO the asset approach, the corrected Net Asset method was used
Leverage and exposure value as per Regulation (EU) no. 231/2013
Method for calculating Exposure value Leverage
AIFRI exposure (RON) (%)
Gross method
3,401,219,198
99.77
Commitment method
3,408,921,783
100.00
Certification of Depositary Bank,
SIF Banat-Crișana
Banca Comercialã Românã
ANNEX 3
COMPLIANCE WITH THE PROVISIONS OF THE CORPORATE GOVERNANCE CODE ISSUED BY BVB
Provisions of the Code
Compliance
Explanations
Section A - Responsibilities
A.1. All companies should have internal regulation of the Board which includes terms of reference/ responsibilities for Board and key
management functions of the company, applying, among others, the General Principles of Section A.
YES
A.2. Provisions for the management of conflict of interest should be included in Board regulation.
YES
A.3. The Board of Directors should have at least five members.
YES
A.4. The majority of the members of the Board should be non-executive. Not less than two non-executive members of the Board of
Directors should be independent, in the case of Premium Tier Companies. Each member of the Board should submit a declaration that
he/she is independent at the moment of his/her nomination for election or re-election as well as when any change in his/her status
arises, by demonstrating the ground on which he/she is considered independent in character and judgment.
YES
A.5. A Board member’s other relatively permanent professional commitments and engagements, including executive and nonexecutive
Board positions in companies and not-for-profit institutions, should be disclosed to shareholders and to potential investors before
appointment and during his/her mandate.
YES
A.6. Any member of the Board should submit to the Board, information on any relationship with a shareholder who holds directly or
indirectly, shares representing more than 5% of all voting rights.
YES
A.7. The company should appoint a Board secretary responsible for supporting the work of the Board.
YES
A.8 The corporate governance statement should inform on whether an evaluation of the Board has taken place under the leadership of
the chairman or the nomination committee and, if it has, summarize key action points and changes resulting from it. The company
should have a policy/guidance regarding the evaluation of the Board containing the purpose, criteria and frequency of the evaluation
process.
YES
A.9. The corporate governance statement should contain information on the number of meetings of the Board and the committees
during the past year, attendance by directors (in person and in absentia) and a report of the Board and committees on their activities.
YES
A.10. The corporate governance statement should contain information on the precise number of the independent members of the
Board of Directors.
YES
A.11 The Board of Premium Tier companies should set up a nomination committee formed of non-executives, which will lead the
process for Board appointments and make recommendations to the Board. The majority of the members of the nomination committee
should be independent.
YES
ANNEX 3
COMPLIANCE WITH THE PROVISIONS OF THE CORPORATE GOVERNANCE CODE ISSUED BY BVB
Provisions of the Code
Compliance
Explanations
Section B - Risk management and internal control system
B.1. The Board should set up an audit committee, and at least one member should be an independent non-executive. In the case of
Premium Tier companies, the audit committee should be composed of at least three members and the majority of the audit committee
should be independent.
YES
B.2. The audit committee should be chaired by an independent non-executive member.
YES
B.3. Among its responsibilities, the audit committee should undertake an annual assessment of the system of internal control.
YES
B.4. The assessment should consider the effectiveness and scope of the internal audit function, the adequacy of risk management and
internal control reports to the audit committee of the Board, management’s responsiveness and effectiveness in dealing with identified
internal control failings or weaknesses and their submission of relevant reports to the Board.
YES
B.5. The audit committee should review conflicts of interests in transactions of the company and its subsidiaries with related parties.
YES
B.6. The audit committee should evaluate the efficiency of the internal control system and risk management system.
YES
B.7. The audit committee should monitor the application of statutory and generally accepted standards of internal auditing. The audit
committee should receive and evaluate the reports of the internal audit team.
YES
B.8. Whenever the Code mentions reviews or analysis to be exercised by the Audit Committee, these should be followed by periodical
(at least annual), or ad-hoc reports to be submitted to the Board afterwards.
YES
B.9. No shareholder may be given undue preference over other shareholders with regard to transactions and agreements made by the
company with shareholders and their related parties
YES
B.10. The Board should adopt a policy ensuring that any transaction of the company with any of the companies with which it has close
relations, that is equal to or more than 5% of the net assets of the company (as stated in the latest financial report), should be approved
by the Board following an obligatory opinion of the audit committee.
YES
B.11. The internal audits should be carried out by a separate structural division (internal audit department) within the company or by
retaining an independent third-party entity.
YES
B.12. To ensure the fulfilment of the core functions of the internal audit department, it should report functionally to the Board via the
audit committee. For administrative purposes and in the scope related to the obligations of the management to monitor and mitigate
risks, it should report directly to the chief executive officer.
YES
ANNEX 3
COMPLIANCE WITH THE PROVISIONS OF THE CORPORATE GOVERNANCE CODE ISSUED BY BVB
Provisions of the Code
Compliance
Explanations
Section C - Fair rewards and motivation
C.1. The company should publish a remuneration policy on its website and include in its annual report a remuneration statement on the
implementation of this policy during the annual period under review.
Any essential change of the remuneration policy should be published on the corporate website in a timely fashion.
YES
Section D - Building value through investors’ relations
D.1. The company should have an Investor Relations function - indicated, by person (s) responsible or an organizational unit, to the
general public. In addition to information required by legal provisions, the company should include on its corporate website a dedicated
Investor Relations section, both in Romanian and English, with all relevant information of interest for investors, including: D.1.1.
Principal corporate regulations: the articles of association, general shareholders’ meeting procedures. D.1.2. Professional CVs of the
members of its governing bodies, a Board member’s other professional commitments, including executive and non-executive Board
positions in companies and not-for-profit institutions; D.1.3. Current reports and periodic reports (quarterly, semi-annual and annual
reports); D.1.4. Information related to general meetings of shareholders; D.1.5. Information on corporate events; D.1.6. The name and
contact data of a person who should be able to provide knowledgeable information on request; D.1.7. Corporate presentations (e.g. IR
presentations, quarterly results presentations, etc.), financial statements (quarterly, semi-annual, annual), auditor reports and annual
reports.
YES
D.2. A company should have an annual cash distribution or dividend policy. The annual cash distribution or dividend policy principles
should be published on the corporate website.
YES
D.3. A company should have adopted a policy with respect to forecasts, whether they are distributed or not. The forecast policy should
be published on the corporate website.
YES
D.4. The rules of general meetings of shareholders should not restrict the participation of shareholders in general meetings and the
exercising of their rights. Amendments of the rules should take effect, at the earliest, as of the next general meeting of shareholders.
YES
D.5. The external auditors should attend the shareholders’ meetings when their reports are presented there.
YES
D.6. The Board should present to the annual general meeting of shareholders a brief assessment of the internal controls and significant
risk management system, as well as opinions on issues subject to resolution at the general meeting.
YES
D.7. Any professional, consultant, expert or financial analyst may participate in the shareholders’ meeting upon prior invitation from the
Chairman of the Board. Accredited journalists may also participate in the general meeting of shareholders, unless the Chairman of the
Board decides otherwise.
YES
ANNEX 3
COMPLIANCE WITH THE PROVISIONS OF THE CORPORATE GOVERNANCE CODE ISSUED BY BVB
Provisions of the Code
Compliance
Explanations
D.8. The quarterly and semi-annual financial reports should include information in both Romanian and English regarding the key drivers
influencing the change in sales, operating profit, net profit and other relevant financial indicators, both on quarter-on-quarter and year-
on-year terms.
YES
D.9. A company should organize at least two meetings/conference calls with analysts and investors each year. The information
presented on these occasions should be published in the IR section of the company website at the time of the meetings/conference
calls.
YES
D.10. If a company supports various forms of artistic and cultural expression, sport activities, educational or scientific activities, and
considers the resulting impact on the innovativeness and competitiveness of the company part of its business mission and development
strategy, it should publish the policy guiding its activity in this area.
YES
This Statement summarises the main highlights of the Code’s provisions, in an edited format. The full text of the Code is available on Bucharest Stock Exchange website: www.bvb.ro
This Statement is provided as a free translation from Romanian, which is the official and binding version
Statement approved by the Board of Directors in the meeting held on March 28, 2022.
Bogdan-Alexandru DRĂGOI
Chairman of the Board of Directors
ANNEX 4
SIF BANAT-CRIȘANA’S STATEMENT ON THE APPLICATION
OF THE PRINCIPLES OF CORPORATE GOVERNANCE
pursuant to Regulation no. 2/2016 with subsequent amendments
No.
Rules for the application of the principles of corporate
governance
Conformity
YES| NO
If NO – explanations
1.
The regulated entity defined in its instruments of incorporation and
internal policies the responsibilities of the board on the
implementation and compliance with the principles of corporate
governance.
YES
2.
The internal policies and / or regulations lay down the corporate
governance structures, functions, competences and responsibilities
of the board and executive management/senior management.
YES
3.
The annual financial statements of the regulated entity are
accompanied by the annual report of the remuneration committee
and an explanatory note which shall describe the relevant events in
connection with the application of the principles of corporate
governance, occurring over the financial year.
YES
4.
The regulated entity has drawn up a communication strategy with
the stakeholders, to ensure a proper information.
YES
5.
The structure of the Board ensures, if the case, a balance between
the executive and non-executive members so that no person or
small group of persons influences the decision-making process.
YES
6.
The Board is convened at least every three months to monitor the
performance of the regulated entity’s business.
YES
7.
The Board or the executive management/senior management, as
the case, regularly reviews the policies on the financial reporting,
internal control and risk management system adopted by the
regulated entity.
YES
8.
In fulfilling its duties, the board is assisted by a remuneration
committee issuing recommendations.
YES
9.
The Remuneration Committee submit to the board annual reports
on its activity.
YES
10
In its activity, the Board has the support of other advisory
committees issuing recommendations concerning various topics
that are the subject of decision-making process
YES
11
The advisory committees submit to the Board works/reports on the
topics entrusted by it.
YES
12.
The procedures / policies / internal regulations of the regulated
entities there are provisions concerning the selection of applications
for the persons of the executive management/senior management,
appointment of new persons or renewal of the existing mandates.
YES
13.
The regulated entity shall ensure that the executive
management/senior management undergo continuous professional
training so that it efficiently performs its tasks.
YES
14.
Key functions are established so as they match the organisational
structure of the regulated entity compliant with the applicable
regulations.
YES
15.
The Board regularly reviews the efficiency of the internal control
system of the regulated entity and its update manner to ensure a
rigorous management of the risks to which the regulated entity is
exposed.
YES
16.
The audit committee makes recommendations to the Board on the
selection, appointment and replacement of the financial auditor,
and on the terms and conditions of its remuneration.
YES
No.
Rules for the application of the principles of corporate
governance
Conformity
YES| NO
If NO – explanations
17.
At least once a year the Board reviews and ensures that the
remuneration policies are consistent and are subject to an efficient
risk management.
YES
18.
The remuneration policy of the regulated entity is set out in the
internal regulations on the implementation and compliance with the
principles of corporate governance.
YES
19.
The Board has adopted a procedure for the identification and
proper settlement of any conflict of interest.
YES
20.
The executive management/senior management, as appropriate,
informs the Board on potential or consumed conflicts of interest
where they could be / is involved in the conditions of their
occurrence and do not participate in the decision-making process
related to the conflict state if these structures or persons are
involved in the respective conflict state.
YES
21.
At least once a year the Board analyses the efficiency of the risk
management system of the regulated entity.
YES
22.
The regulated entity has drawn up procedures for the identification,
assessment, and management of the significant risks to which it is
or is likely to be exposed.
YES
23.
The regulated entity has in place clear action plans for the continuity
of its business and for any emergency situations.
YES
24.
The Board of the subsidiary applies principles and policies of
internal governance similar to those of the parent company, unless
there are other legal requirements that lead to the establishment of
own policies.
YES
This Statement is provided as a free translation from Romanian, which is the official and binding version, approved by the Board of Directors in the
meeting held on March 28, 2022.
Bogdan-Alexandru DRĂGOI
Chairman of the Board of Directors
ADDRESS CALEA VICTORIEI 35A ARAD 310158 ROMANIA • TEL +40257 304 438 • FAX +40257 250 165 • EMAIL SIFBC@SIF1.RO • INTERNET WWW.SIF1.RO
SUBSCRIBED AND PAID-UP SHARE CAPITAL RON 51,542,236.30 • NUMBER IN TRADE REGISTER J02/1898/1992 • TAX IDENTIFICATION CODE RO2761040
NUMBER IN ASF AFIAA REGISTER PJR07.1AFIAA / 020007 / 09.03.2018 • NUMBER IN ASF FIAIR REGISTER PJR09FIAIR / 020004 / 01.07.2021
LEGAL ENTITY IDENTIFIER (LEI) 254900GAQ2XT8DPA7274 • BANK ACCOUNT RO77 BTRL 0020 1202 1700 56XX • BANCA TRANSILVANIA ARAD BRANCH
1
Nomination and Remuneration Committee
Report on the activity of the Committee for the year 2021
- prepared as per the provisions of ASF Regulations no. 10/205 and no. 2/2016, with subsequent
additions and amendments -
The Nomination and Remuneration Committee (NRC) is a permanent committee, having advisory
function, subordinated to the Board of Directors.
The Committee is comprised of three members elected from non-executive members of the
Board, in compliance with the independence requirements provided by the law on trading
companies. According to the Company's internal regulations, NRC meets regularly, at least twice a
year, and whenever it sees fit.
NRC assists the Board of Directors in fulfilling its responsibilities for the nomination of the
candidates for management and key positions, as well as their remuneration, having mainly the
following responsibilities, stipulated in the Company's internal regulations:
- Evaluates and proposes candidates to the Board of Directors for their appointment,
reappointment or dismissal in / as a member of the Board;
- Prepares the evaluation of the performance of the members of the Board of Directors, using a
self-assessment process and evaluates, at least once a year, the independence and adequacy
of the members of the Board of Directors;
- Prepares recommendations to the Board of Directors for the appointment or dismissal of the
personnel having key and control functions within the Company, as well as for establishing the
level of remuneration and their rights and duties;
- Formulates proposals, submitting them to the Board of Directors, on the remuneration policy
of the members of the executive and non-executive management structure (including bonuses,
incentives and stock option plans), ensuring that they are at the correct level, in accordance
with corporate governance rules, best practices on the market, that are aligned with the
Company's strategy and performance, long-term shareholders’ interests, using a balanced
combination of incentives to attract, motivate and retain highly qualified and experienced
persons in management positions;
- Analyses and formulates proposals in the attention of the Board on the total annual variable
remuneration package in the Company;
- Formulates proposals for the attention of the Board regarding the preparation of the
remuneration policy at the Company level and revises the annual remuneration report.
During 2021, the Nomination and Remuneration Committee had the following composition:
Mr. Sorin MARICA - Chairman of the Committee, Mr. Marcel PFISTER – member, and Mr. Ionel
Marian CIUCIOI - member.
In 2021, the Nomination and Remuneration Committee met 7 times, the meetings being mainly
dedicated to assessing the adequacy of the members of the management and of key functions,
formulating proposals on the remuneration of the members of the Board subject to the approval
of the general meeting of the shareholders, proposals regarding the share-based payment plan
ANNEX 5
ADDRESS CALEA VICTORIEI 35A ARAD 310158 ROMANIA • TEL +40257 304 438 • FAX +40257 250 165 • EMAIL SIFBC@SIF1.RO • INTERNET WWW.SIF1.RO
SUBSCRIBED AND PAID-UP SHARE CAPITAL RON 51,542,236.30 • NUMBER IN TRADE REGISTER J02/1898/1992 • TAX IDENTIFICATION CODE RO2761040
NUMBER IN ASF AFIAA REGISTER PJR07.1AFIAA / 020007 / 09.03.2018 • NUMBER IN ASF FIAIR REGISTER PJR09FIAIR / 020004 / 01.07.2021
LEGAL ENTITY IDENTIFIER (LEI) 254900GAQ2XT8DPA7274 • BANK ACCOUNT RO77 BTRL 0020 1202 1700 56XX • BANCA TRANSILVANIA ARAD BRANCH
2
and the analysis of granting the variable component of remuneration to the directors and
employees of the Company.
Specifically, the activity of NRC in 2021 addressed the following:
▪ Collective evaluation of the management structure at the level of the Board of Directors
Considering: (i) Resolution no. 3 of the OGM of January 6, 2021, renewing the mandate of the
members of the Board of the Company for a period of another 4 years, respectively for the period
between April 25, 2021 and April 25, 2025; (ii) the NRC report on the evaluation of the suitability of
the candidates nominated by the Board of Directors for the OGM of January 6, 2021, through which
the individual evaluation of the members of the Board of Directors was carried out, in the meeting
of 12.01.2021, CNR proceeded to collective evaluation of the management structure at the Board’s
level.
In accordance with Art. 23 corroborated with those from art. 26 of ASF Regulation no. 1/2019
(“Regulation 1/2019”), NRC carried out the collective evaluation of the management structure at
the Board’s level, using the adequacy matrix presented in Annex no. 4 to Regulation 1/2019,
adapted by the company according to the specific activities and risks, considering the principles
and criteria provided in art. 4, respectively in annex no. 3 to Regulation 1/2019.
Conclusions of the evaluation:
NRC identified the following strengths of the Board of Directors: solid and diversified knowledge
and professional experience (financial, legal expertise, financial audit, business administration,
financial market and in particular the capital market etc.), experience in previous management
positions, high decision-making skills, leadership and teamwork, strategic vision and long-term
planning skills, independence in thinking and opinions, determination and active involvement in
the society, proactive and anticipatory attitude, effective communication inside and outside
organization, good knowledge of the business model and the activities carried out by the company,
good knowledge of the risks inherent in activating in the field of financial investments and the
management of financial asset portfolios.
No weaknesses of the Board were identified.
The collaboration between the members of the Board of Directors is done in optimal conditions,
the administrators maintaining a close and continuous connection, with an at least monthly
frequency. All members of the Board of Directors have access to relevant information within the
company, which is provided to them frequently by the executive management and the functional
departments of the company, by means of reports presented at board meetings, advisory
committees operating within the Board or ad hoc requests.
The diversity of knowledge and experience gained in various top management positions by all
members of the Board adds value to this decision-making body.
The knowledge and experience of all members of the Board of Directors in the field of finance and
the capital market, also provides, at a collective level, solid and varied professional skills and
experience related to the industry in which the company operates. This ensures a good knowledge
and understanding of the business model and the activity carried out by the company and the
potential risks associated with its activity, offering the possibility of efficient and prudent
management of the portfolio and in accordance with the regulations applicable to all the activities
of SIF Banat-Crișana.
An important feature of the Board structure is the active involvement of its members in the activity
of this decision-making body, the meetings of the Board being overwhelmingly attended by all
directors, demonstrating conscientiousness and involvement in the decision-making process.
ADDRESS CALEA VICTORIEI 35A ARAD 310158 ROMANIA • TEL +40257 304 438 • FAX +40257 250 165 • EMAIL SIFBC@SIF1.RO • INTERNET WWW.SIF1.RO
SUBSCRIBED AND PAID-UP SHARE CAPITAL RON 51,542,236.30 • NUMBER IN TRADE REGISTER J02/1898/1992 • TAX IDENTIFICATION CODE RO2761040
NUMBER IN ASF AFIAA REGISTER PJR07.1AFIAA / 020007 / 09.03.2018 • NUMBER IN ASF FIAIR REGISTER PJR09FIAIR / 020004 / 01.07.2021
LEGAL ENTITY IDENTIFIER (LEI) 254900GAQ2XT8DPA7274 • BANK ACCOUNT RO77 BTRL 0020 1202 1700 56XX • BANCA TRANSILVANIA ARAD BRANCH
3
NCR considered as adequate and efficient the current structure of the Board of Directors, taking
into account the size of the company and the complexity of the activity carried out. The members
of the Board of Directors collectively provide expertise to make appropriate decisions in
accordance with the business plan / business model, risk appetite, strategy and markets in which
the Company operates and have all the knowledge and skills necessary to conduct the Company's
business, including a sufficient number of members with knowledge in each field to substantiate
their views in the decision-making process.
Board members collectively have the ability to monitor and validate or challenge, as appropriate,
the decisions of senior management / executive management.
The conclusion of the collective evaluation of the Board revealed that this structure has the
knowledge, skills and professional experience and complies with the requirements of reputation,
honesty, integrity, and governance provided by Regulation 1/2019, necessary to perform the
specific duties of the functions and no situations giving rise to concerns about the suitability of a
director or management structure at the level of the Management Board as a whole were
identified.
▪ Individual evaluation of Company’s executives prior to submission for the approval of the
Financial Supervisory Authority
Considering (i) the SIF Banat-Crișana’s OGM Resolution of January 6, 2021 for electing the members
of the Board of Directors for a term of office of four years, starting with the term of April 25, 2021,
approved by ASF Authorization no. 44 / 18.03.2021; (ii) Decision of the Board of Directors no. 1 of
April 25, 2021 electing Mr. Bogdan-Alexandru Drăgoi as Chairman of the Board of Directors and
electing Mr. Radu-Răzvan Străuț as Vice Chairman of the Board of Directors, for a new term of 4
years, starting with from 25.04.2021 and until 25.04.2025; (iii) The provisions of art. 7 of the Articles
of Association according to which “The Board of Directors elects from among its members a chairman
and a vice chairman. The Chairman of the Board of Directors will also hold the position of General
Director (CEO) of the company.", respectively ”The Chairman – CEO, and in his absence, the Vice-
Chairman, represents the company in dealings with third parties.” ; (iv) The provisions of art. 25 of
Regulation 1/2019, according to which the regulated entities have to carry out the individual
evaluation of the members of the management structure, prior to their submission for the
approval of the Financial Supervisory Authority, in the meeting of 25.04.2021, NRC proceeded to
evaluate Mr. Bogdan-Alexandru Drăgoi and Mr. Radu-Răzvan Străuț, persons eligible for the
position of General Director (CEO), respectively Deputy General Director and to whom the Board
of Directors to delegate part of its powers in accordance with the provisions of art. 143 of Law no.
31/1990.
In the evaluation process, the provisions of Regulation 1/2019 were observed, being analysed for
each person the criteria established by the regulation, based on documents and information
provided by the evaluated persons (diplomas and certificates, CVs, statements compliant to
R1/2019 etc.) as well as other data and information available to NRC members (internal audit and
compliance reports, public information, etc.)
The conclusions of the evaluation process were substantiated on the analysis of the information
in the submitted documents, the analysis of the information regarding reputation, integrity,
honesty and independent thinking, as well as the direct discussions with the persons concerned
and the analysis of their activity within the Company. being recorded in the evaluation sheets,
according to the following criteria: a) relevant knowledge, skills, and experience; b) time dedicated
to the exercise of the respective positions; c) evaluation of reputation, honesty, and integrity; d)
governance criteria.
The evaluation carried out by NRC revealed that the evaluated persons have the knowledge, skills
and professional experience and comply with the requirements of reputation, honesty, integrity
ADDRESS CALEA VICTORIEI 35A ARAD 310158 ROMANIA • TEL +40257 304 438 • FAX +40257 250 165 • EMAIL SIFBC@SIF1.RO • INTERNET WWW.SIF1.RO
SUBSCRIBED AND PAID-UP SHARE CAPITAL RON 51,542,236.30 • NUMBER IN TRADE REGISTER J02/1898/1992 • TAX IDENTIFICATION CODE RO2761040
NUMBER IN ASF AFIAA REGISTER PJR07.1AFIAA / 020007 / 09.03.2018 • NUMBER IN ASF FIAIR REGISTER PJR09FIAIR / 020004 / 01.07.2021
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4
and governance provided by Regulation 1/2019, Law no. 74/2015 and Regulation 10/2015,
necessary for the fulfilment of the specific attributions of the positions of General Manager,
respectively Deputy General Manager and did not identify situations that would generate concerns
regarding the adequacy of these persons.
▪ Analysis of directors’ remuneration and of the additional remuneration for the members
of the advisory committees within the Board of Directors
During the meeting of 25.04.2021, NRC analysed the powers and responsibilities of the CEO and
the Deputy General Director, respectively the role of the advisory committees operating within the
Board of Directors of SIF Banat-Crișana and submitted to the Board of Directors proposals on the
remuneration of the directors and the additional remuneration of the members of the advisory
committees within the Board of Directors, in accordance with the remuneration policy approved
by the shareholders.
NRC concluded that:
Ensuring an effective and efficient management and administration of the company, in compliance
with the principles of investor protection, must ensure the proportionality of the remuneration
granted to the specific responsibilities of the functions exercised by the directors and members of
the advisory committees within the Board.
Given the level of responsibilities and competencies of directors and non-executive administrators
(members of the two advisory committees within the Board), the complexity and importance of
the issues under their analysis and decisions, the impact of their work on company's operations,
level of expertise and time required for the performance of specific tasks, it is considered that the
fixed remuneration granted to directors as well as the special remuneration of members of
advisory committees must be high enough to reward the work done, but also to ensure the
responsible and independent performance of duties and specific competencies.
The level of remuneration must promote the long-term sustainability of the company, in line with
the business strategy, objectives, values and long-term interests of the company and at the same
time align the remuneration regime within the company with financial investment policies and
practices.
In addition to the above, the Nomination and Remuneration Committee analysed the level of
liquidity and assets under the management of the company and the possibilities of the
remuneration system to react to possible internal and external events.
In accordance with the provisions of the Internal Regulations of SIF Banat-Crișana, NRC
recommended to the Board of Directors:
- Approval of the contracts delegating powers to the Chairman - Chief Executive Officer and to the
Vice-Chairman – Deputy General Director, while maintaining the existing clauses, including those
regarding the fixed remuneration due, complying with the limits imposed by resolutions of the
general meeting of shareholders and decisions of the Board.
- To maintain the additional remuneration for non-executive directors, members of advisory
committees, in compliance with the limits imposed by decisions of the general meeting of
shareholders.
▪ Analysis and recommendation on transfer of shares to beneficiaries under ongoing share-
based payment plans (“Stock Option Plan”)
In the meeting of 17.05.2021, NRC analysed the way of fulfilling the necessary conditions for the
vesting of the Stock Option Plan beneficiaries approved by EGM of 22.04.2019, respectively EGM
of 27.04.2020, implemented by the decision of the Board of 14.05.2020. The company has fulfilled
all the requirements for informing investors and timely publishing the Disclosure Document
ADDRESS CALEA VICTORIEI 35A ARAD 310158 ROMANIA • TEL +40257 304 438 • FAX +40257 250 165 • EMAIL SIFBC@SIF1.RO • INTERNET WWW.SIF1.RO
SUBSCRIBED AND PAID-UP SHARE CAPITAL RON 51,542,236.30 • NUMBER IN TRADE REGISTER J02/1898/1992 • TAX IDENTIFICATION CODE RO2761040
NUMBER IN ASF AFIAA REGISTER PJR07.1AFIAA / 020007 / 09.03.2018 • NUMBER IN ASF FIAIR REGISTER PJR09FIAIR / 020004 / 01.07.2021
LEGAL ENTITY IDENTIFIER (LEI) 254900GAQ2XT8DPA7274 • BANK ACCOUNT RO77 BTRL 0020 1202 1700 56XX • BANCA TRANSILVANIA ARAD BRANCH
5
regarding the offering or allotment of shares to the members of the management structure of
SIF Banat-Crișana, prepared according to Annex no. 4 to Regulation no. 5/2018.
The Nomination and Remuneration Committee ascertained that the conditions for the transfer of
shares under this share-based payment program were met and proposed to the Board he
approval of the transfer of ownership of 880,000 shares, representing 0.1707% of the share
capital, to the beneficiaries of the program, according to the rights exercised by them.
In the meeting of 06.12.2021, NRC analysed the way of fulfilling the necessary conditions for the
vesting of the Stock Option Plan beneficiaries approved by the EGM of 27.04.2020, implemented
by the decisions of the Board of Directors of 11.08.2020, respectively 30.07. 2021, as a result of
the resolutions adopted by the EGM of 25.11.2021. The company has fulfilled all the requirements
for informing investors and timely publishing of the Disclosure Document regarding the offering
or allotment of shares to the members of the management structure of SIF Banat-Crișana,
prepared according to Annex no. 4 to Regulation no. 5/2018.
The Nomination and Remuneration Committee ascertained that the conditions for the transfer of
shares under this share-based payment program were met and proposed to the Board he
approval of the transfer of ownership of 880,000 shares, representing 0.1707% of the share
capital, to the beneficiaries of the program, according to the rights exercised by them.
In the current reports of 18.05.2021, respectively of 07.12.2021, SIF Banat-Crișana informed the
investors on the completion of the two share-based payment plans, being also made the direct
transfer of shares to the beneficiaries in the records of Depozitarul Central. The information
provided in art. 19 of the EU Regulation 596/2014 on these transactions are available on the
company's website in the Investor Relations section.
▪ Analysis and recommendation on the share-based payment plans (“Stock Option Plan”):
In the meeting of 30.07.2021, the Nomination and Remuneration Committee analysed the
execution of the Stock Option Plan approved by the Board decision of 11.08.2020 and
recommended to the Board of Directors its modification and of the model of Share-based
payment agreement, so that the exercise by the beneficiaries of the right to receive shares free of
charge can be done after a period of 14 months from the signing of the payment agreement
concluded between the Company and the Beneficiary, but not more than 16 months from the date
of signing the agreement.
The Board of Directors approved the NRC proposal. The company has fulfilled all the requirements
for informing investors and timely publishing the Disclosure Document regarding the offering or
allotment of shares to the members of the management structure of SIF Banat-Crișana, prepared
according to Annex no. 4 to Regulation no. 5/2018, updated.
▪ Analysis and endorsement of the salary rise at Company level
In the meeting of 25.10.2021, NRC analysed the report presented by the executive management
and endorsed the granting of salary raises for all the executive staff of the Company, including the
fixed remuneration of the directors, considering the following:
- indexation of fixed salaries / remuneration in order to maintain parameters that would
counteract the accelerated increases in consumer prices recorded especially in 2021, given that
the last rise of salaries was granted in January 2019;
- the salary rise does not lead to exceeding the budgetary provisions approved by the shareholders
or the limits established by the GMS;
- the salary rise does not violate any applicable legal provisions, the company's remuneration
policy or other applicable regulations;
ADDRESS CALEA VICTORIEI 35A ARAD 310158 ROMANIA • TEL +40257 304 438 • FAX +40257 250 165 • EMAIL SIFBC@SIF1.RO • INTERNET WWW.SIF1.RO
SUBSCRIBED AND PAID-UP SHARE CAPITAL RON 51,542,236.30 • NUMBER IN TRADE REGISTER J02/1898/1992 • TAX IDENTIFICATION CODE RO2761040
NUMBER IN ASF AFIAA REGISTER PJR07.1AFIAA / 020007 / 09.03.2018 • NUMBER IN ASF FIAIR REGISTER PJR09FIAIR / 020004 / 01.07.2021
LEGAL ENTITY IDENTIFIER (LEI) 254900GAQ2XT8DPA7274 • BANK ACCOUNT RO77 BTRL 0020 1202 1700 56XX • BANCA TRANSILVANIA ARAD BRANCH
6
- compliance with the level of available liquidity, without the need to deploy (sell) assets to cover
salary rise.
▪ Periodical evaluation of adequacy of members of management structure and persons
holding key positions
In accordance with the provisions of ASF Regulation no.1 / 2019 on the evaluation and approval of
the members of the management structure and of the persons holding key positions within the entities
regulated by the Financial Supervisory Authority (“R1 / 2019”) and the Internal Procedure on the
evaluation of the members of the management structure and of persons holding key positions within
the Company (POEV 01-2), in the process of continuously monitoring the adequacy of members of
the management structure and persons holding key positions in order to ensure a prudent, fair
and efficient management of SIF Banat-Crișana, in the meeting of 20.12.2021, NRC proceeded to
evaluate the Directors and the persons holding key positions in the company.
According to the provisions of art. 26 par. (3) corroborated with those from art. 23 of R1 / 2019,
NRC performed both the individual evaluation of the Directors and the collective evaluation of the
executive management structure.
Following the evaluations, NRC ascertained that the members of the executive management have
the knowledge, skills and professional experience and comply with the requirements of
reputation, honesty, integrity and governance provided by Regulation 1/2019, necessary to
perform the specific duties of the positions they hold and did not identify any situation giving rise
to concerns on the suitability of a director or executive structure as a whole during 2021.
At the same time, the Nomination and Remuneration Committee evaluated the key functions in
the company - the internal audit function, the risk management function, and the compliance
function.
Following the evaluations performed, NRC ascertained that the persons holding key positions
possess the knowledge, skills and professional experience and respect the requirements of
reputation, honesty, integrity and governance provided by the FSA Regulation no. 1/2009 and the
internal regulations of the company, necessary to fulfil the specific attributions of the functions
they hold and did not identify any situation that would generate concerns regarding the adequacy
of the persons in this category.
▪ Evaluating the performance of the executive management
In the meeting of 20.12.2021, NRC proceeded to evaluate the performance of the executive
management in 2021, in accordance with the Remuneration Policy of SIF Banat-Crișana approved
by the shareholders by Resolution no. 4 of January 6, 2021, and the Methodology for evaluating
the performance of the executive management approved by the Board of Directors in December
2020.
The evaluation of the fulfilment of the performance criteria was performed for each director,
based on the quantitative and qualitative indicators established by the approved methodology,
the evaluation results being recorded in the individual evaluation sheets.
Evaluation of quantitative criteria:
- KPI indicators - were calculated based on the estimate of the achievement of Budget for 2021
presented to the Board of Directors.
- The assessment of compliance with the regulated / approved investment limits was performed by
analysing the investment limits monitoring performed monthly by the Risk Manager, together with
the calculation and reporting of the detailed statement of assets and liabilities, as well as on each
transaction expected through the investment verification procedure.
ADDRESS CALEA VICTORIEI 35A ARAD 310158 ROMANIA • TEL +40257 304 438 • FAX +40257 250 165 • EMAIL SIFBC@SIF1.RO • INTERNET WWW.SIF1.RO
SUBSCRIBED AND PAID-UP SHARE CAPITAL RON 51,542,236.30 • NUMBER IN TRADE REGISTER J02/1898/1992 • TAX IDENTIFICATION CODE RO2761040
NUMBER IN ASF AFIAA REGISTER PJR07.1AFIAA / 020007 / 09.03.2018 • NUMBER IN ASF FIAIR REGISTER PJR09FIAIR / 020004 / 01.07.2021
LEGAL ENTITY IDENTIFIER (LEI) 254900GAQ2XT8DPA7274 • BANK ACCOUNT RO77 BTRL 0020 1202 1700 56XX • BANCA TRANSILVANIA ARAD BRANCH
7
- The assessment of compliance with the approved global risk profile was based on the analysis of
periodic monitoring and evaluation reports prepared by the Risk Manager and reported to the
Board in the periodic risk reports and risk opinions through the pre-investment verification
procedure.
The Nomination and Remuneration Committee recommended the Board of Directors to approve
the results of the performance evaluation of the executive management for 2021.
▪ Analysis and recommendation on granting the variable component for the achievement
of the objectives in 2021
In accordance with its responsibilities, NRC analysed, in the meeting of December 20, 2021, the
reports presented by the executive management and the Risk Opinion on granting the variable
component of the remuneration presented by the person responsible for the risk management
and the compliance with the provisions of the Remuneration Policy of SIF Banat-Crișana.
NRC ascertained that:
- The evaluation of the observance of the approved global risk profile of SIF Banat-Crișana, from
the perspective of the impact of the investment decisions on it, was made by analysing the
investment risk at the level of assets under management.
- It was ascertained that the objectives set at the senior management level, through the activity
plan and Budget approved by the GMS, and at the level of the personnel responsible for the
investment activity, through the objectives and financial competencies (investments made,
collection of dividends from shareholdings, investments, etc.) did not induce changes in the
investment risk.
- The analyses periodically performed in 2021 lead to the conclusion that the achievement of the
investment objectives was met in compliance with the regulated prudential limits, the risk limits
approved by the overall risk profile and the governance principles.
- Permanent monitoring of risks in the activity of the three offices having key function roles -
internal audit, compliance, and risk management - leads to the conclusion that the risk
management system at SIF Banat-Crișana is effective, and the measures adopted for monitoring
and control of exposures to the identified risks are appropriate and timely, and the
recommendations and matters of concern receive the necessary attention.
- Personnel having control positions are remunerated according to the achievement of the
objectives related to the functions held, regardless of the results of the business sectors they
control.
- The amounts planned for the payment of variable cash remuneration for employees and
directors of the company for achieving the objectives in 2021 were provided in the Income and
Expenses Budget approved by the GMS of 26.04.2021, both for employees and directors.
- The criteria for granting the variable component according to the Remuneration Policy of
SIF Banat-Crișana are complied with, both in the case of employees and directors, including in the
case of persons (employees) holding key positions.
- The evaluation of the executive management regarding the achievement of the performance
objectives for 2021, carried out in accordance with the Methodology for evaluating the
performance of the executive management approved by the Board of Directors in December 2020,
reveals the fulfilment of the performance objectives for 2021 by all directors.
- The analysis of the liquidity risk based on the current balance of the bank accounts shows that
the funds allocated for distribution are sufficient and it is not necessary to dislocate (sell) some
assets in this regard.
ADDRESS CALEA VICTORIEI 35A ARAD 310158 ROMANIA • TEL +40257 304 438 • FAX +40257 250 165 • EMAIL SIFBC@SIF1.RO • INTERNET WWW.SIF1.RO
SUBSCRIBED AND PAID-UP SHARE CAPITAL RON 51,542,236.30 • NUMBER IN TRADE REGISTER J02/1898/1992 • TAX IDENTIFICATION CODE RO2761040
NUMBER IN ASF AFIAA REGISTER PJR07.1AFIAA / 020007 / 09.03.2018 • NUMBER IN ASF FIAIR REGISTER PJR09FIAIR / 020004 / 01.07.2021
LEGAL ENTITY IDENTIFIER (LEI) 254900GAQ2XT8DPA7274 • BANK ACCOUNT RO77 BTRL 0020 1202 1700 56XX • BANCA TRANSILVANIA ARAD BRANCH
8
In view of the findings made, NRC gave a favourable opinion on the granting of the variable
component to employees and directors for the achievement of the objectives in 2021.
Nomination and Remuneration Committee as of December 31, 2021:
Sorin MARICA - Chairman of the Committee
Marcel PFISTER - member
Ionel Marian CIUCIOI - member
ANNEX 6 – SIF BANAT-CRIȘANA REMUNERATION REPORT FOR 2021
1
SIF BANAT-CRIȘANA
REMUNERATION REPORT FOR 2021
1. INTRODUCTION
SOCIETATEA DE INVESTIȚII FINANCIARE Banat-Crișana S.A. (hereinafter “SIF Banat-Crișana” or
“the Company”) has been incorporated since November 1996 as a joint stock company, in
accordance with the provisions of Law no. 31/1990 on trading companies, being a Romanian legal
entity with fully private capital, with a duration of operation of 99 years.
SIF Banat-Crișana is established as a self-managed investment company and it is authorized by
the Financial Supervisory Authority (ASF) as an Alternative Investment Fund Manager (AIFM), in
accordance with Law no. 74/2015, by Authorization number 78 / 09.03.2018.
As per the provisions of Law no. 243/2019 on alternative investment funds, SIF Banat-Crișana
qualifies as a closed, diversified Alternative Investment Fund addressed to Retail Investors (AIFRI),
self-managed, authorized by ASF in this capacity since July 2021.
The obligation to draw up and publish the first remuneration report according to art. 107 of Law
24/2017 on issuers of financial instruments and market operations – republished, is applicable for the
last financial year ended after the approval by the GMS for the first time of the remuneration
policy, respectively for the information established by law for the financial year 2021.
As per the provisions of art. 107 paragraph (6) of Law 24/2017, this Remuneration Report will be
submitted to the consultative vote of the General Meeting of Shareholders convened for April 28
(29), 2022.
All amounts mentioned in this report are expressed in RON (Romanian leu) and represent net
amounts, unless otherwise stated.
2. THE REMUNERATION POLICY OF SIF BANAT-CRIȘANA
The remuneration policy of SIF Banat-Crișana was approved by the OGM of January 6, 2021, by
Resolution no. 4 (with 97.37% of the votes cast) and completed according to Resolution no. 8 of
the OGM of April 26, 2021 (with 99.97% of the votes cast).
The main principles underlying the remuneration policy:
▪ pursuing the compatibility with sound and effective risk management and promoting this type
of management, without encouraging taking risks that do not comply with the risk profile,
internal rules or articles of association of the company;
▪ substantiation on the values and beliefs of the organization and compatibility with the business
strategy, objectives, values, and interests of SIF Banat-Crișana, as well as with the interests of
investors, including measures to avoid conflicts of interest;
▪ the remuneration of personnel holding control positions is based on the achievement of the
objectives related to their functions, regardless of the results of the commercial sectors they
control;
▪ performance-based remuneration is calculated on the basis of an assessment that combines
the performance of the individual and the business unit concerned with the overall
performance of the Company;
▪ there is an appropriate balance between the fixed and the variable component of total
remuneration and the fixed component represents a sufficiently high percentage of total
remuneration allowing the application of a policy as flexible as possible on variable
components of remuneration, including the possibility of paying no variable component of
remuneration;
ANNEX 6 – SIF BANAT-CRIȘANA REMUNERATION REPORT FOR 2021
2
▪ the variable remuneration is paid or granted only if it is sustainable according to the financial
situation of the Company as a whole, and is justified by the performance of the business unit
within the company and the person concerned;
▪ Company personnel are prohibited from using personal coverage or insurance strategies
relating to remuneration or liability to undermine the effects of the risk alignment provided for
in their remuneration schemes;
▪ variable remuneration is not paid through instruments or methods that facilitate the avoidance
of compliance with the requirements of the remuneration policies applicable within SIF Banat-
Crișana.
SIF Banat-Crișana promotes an effective and sound risk management, without the remuneration
structure encouraging excessive risk-taking, including in relation to sustainability risks, being
correlated with risk-adjusted performance.
Considering the size, nature, internal organization, scope and complexity of SIF Banat-Crișana's
activities, the company's Board of Directors considers that the requirements for the process of
payment of variable remuneration in instruments, the requirements for withholding and deferral,
the requirements for the ex-post inclusion of risks for variable remuneration may be exempted.
The Board of Directors considers that non-application of the above requirements is reconcilable
with the risk profile, the risk appetite and the strategy of the company and the assets under
management.
Given that the authorization of SIF Banat-Crișana as an AIFM was issued during 2018, to
substantiate the remuneration of personnel for full periods of performance, the remuneration
procedures regarding variable remuneration were effectively applied to the staff identified within
SIF Banat-Crișana starting from the financial year 2019.
The Company's remuneration policy ensures a fair and competitive remuneration, respecting and
valuing the skills and the performance, with the two components - the fixed component and the
variable component - appropriately proportioned.
3. REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS (ADMINISTRATORS)
3.1 Administrators’ remuneration structure
The remuneration of the administrators is decided annually by the general meeting of the
shareholders of SIF Banat-Crișana, in accordance with the provisions of Law no. 31/1990 and the
articles of association of the Company.
The additional remuneration of the administrators is set in general limits by resolution of the
general meeting of shareholders. The total annual amount of additional remuneration paid to the
directors shall not exceed the limits set by the resolution of the general meeting of shareholders.
The additional remuneration is fixed and is based exclusively on factors such as time spent on the
performance of duties, participation in meetings of the board of directors, responsibilities
undertaken on the board of directors, participation in the activities of special committees at the
board level, and the like. factors that do not depend on and do not consider the results and
performance of the company.
Remuneration for the purposes of the Remuneration Policy is not considered to be expenses
settled by the company and incurred by the directors in the interest and for the purpose of
exercising the mandate of administrator.
ANNEX 6 – SIF BANAT-CRIȘANA REMUNERATION REPORT FOR 2021
3
3.2 Components of administrators’ remuneration in 2021
The Board of Directors consists of five members appointed by the Ordinary General Meeting of
Shareholders, in accordance with the provisions of Company’s Articles of Association.
During 2021, the Board of Directors had the following composition:
Name
Position/Function
Date of first
appointment
(date of ASF
endorsement)
Current term
expires
Months on
duty 2021
Bogdan-Alexandru
Drăgoi
Chairman of BoD
09.04.2015
25.04.2025
12
Radu-Răzvan Străuț
Vice-Chairman of BoD
13.07.2017
25.04.2025
12
Ionel-Marian Ciucioi
Member of BoD
Member of Audit Committee
Member of NRC
25.10.2018
25.04.2025
12
Sorin Marica
Member of BoD
Chairman of Nomination and
Remuneration Committee (NRC)
Member of Audit Committee
13.07.2017
25.04.2025
12
Marcel Heinz Pfister
Member of BoD
Chairman of Audit Committee
Member of NRC
13.07.2017
25.04.2025
12
The monthly remuneration due to the members of the Board of Directors for the financial year
2021
1
was approved by the OGM on January 6, 2021, at the level established by the OGM resolution
of April 26, 2016, in the amount of RON 10,000 net for each administrator, regardless of position.
The general limits on all additional remuneration of members of the board of directors and the
general limits on the remuneration of directors for the financial year 2021 were approved by the
OGM on 6 January 2021 and remained at 0.42% of the average annual net assets
2
established
by the OGM resolution no. 7 of April 27, 2020.
Individual remuneration of the members of the Board of Directors in 2021:
Position/Function
Total fixed
remuneration
2021* (RON)
Variable
remuneration
Proportion of
fixed
remuneration
Other
benefits**
(RON)
Chairman of the Board of Directors
120,000
0
100%
1.242
Vice-Chairman of the Board of Directors
120,000
0
100%
1.242
Member of the Board of Directors
Member of Audit Committee
Member of NRC
180,000
0
100%
1.242
Member of the Board of Directors
Chairman of NRC
Member of Audit Committee
300,000
0
100%
1.242
Member of the Board of Directors
Chairman Audit Committee
Member of NRC
300,000
0
100%
0
* Includes additional remuneration for members / chairs of advisory committees operating within the Board of Directors
** Subscription to medical services provided by a private provider, equivalent to EUR 21 per month, provided for each Romanian
administrator.
1
Resolution no. 5 of OGM of January 6, 2021: https://www.sif1.ro/wp-content/en/current-reports/2021/2021-01-06-OGM-
resolutions.pdf
2
Resolution no. 6 of OGM of January 6, 2021: https://www.sif1.ro/wp-content/en/current-reports/2021/2021-01-06-OGM-
resolutions.pdf
ANNEX 6 – SIF BANAT-CRIȘANA REMUNERATION REPORT FOR 2021
4
Note: To ensure full independence in discharging their duties, non-executive
administrators (Board members) do not receive variable remuneration and do not
participate in remuneration schemes in which payment is linked to performance.
Remuneration received from other entities belonging to the SIF Banat-Crișana group:
For executive administrators - Chairman of the Board and Vice-Chairman of the Board, the
information is presented in point 4.2.
The Chairman of the Audit Committee and the Chairman of the Nomination and Remuneration
Committee did not receive in 2021 any remuneration from other entities of SIF Banat-Crișana
Group.
In 2021, Mr. Ionel Ciucioi received a total remuneration of RON 264,000 for the position of
Chairman of the Board, and of RON 752,000 for the position of General Manager, at a company
from the SIF Banat-Crișana Group.
4. REMUNERATION OF THE (EXECUTIVE) DIRECTORS
4.1 (Executive) Directors’ remuneration structure
The remuneration of the directors is approved by the company's board of directors. The general
limits of the remuneration of the directors to whom a part of its powers has been delegated by
the Board of Directors, in accordance with the provisions of Law no. 31/1990, are approved by the
general meeting of shareholders.
The Board of Directors will ensure the proportionality of the remuneration granted with the
specific responsibilities of the management functions, to ensure an adequate and responsible
remuneration, which will ensure the increase of the performances, to increase the value of the
company, for the benefit of its shareholders.
Directors' remuneration may consist of a fixed component and a variable component:
The fixed component of remuneration is determined considering sound economic principles,
considering the nature and complexity of the activities carried out by those persons as well as the
competencies and responsibilities accepted by holding those management positions.
The variable remuneration component is based on an assessment that combines the evaluation of
individual performance with the overall results of SIF Banat-Crișana. The variable component can
be paid in cash and / or instruments. In accordance with the Remuneration Policy, the Board of
Directors has the power to establish the general criteria for assessing the performance of the
executive management.
The remuneration of the directors must be within the general limits of the remuneration and the
budget approved by the ordinary general meeting of the shareholders of SIF Banat-Crișana.
Is not considered remuneration for the purposes of the remuneration policy the expenses settled
by the company and incurred by the directors in the interest and for the purpose of exercising
their functions within the company.
4.2 Components of directors’ remuneration in 2021
During 2021, the executive management was provided by four directors authorized by the
Financial Supervisory Authority:
Name
Position
Period of holding the
executive position
Months on
duty in 2021
Bogdan-Alexandru Drăgoi
Chairman of BoD, CEO
Management delegated by BoD as per
Law no. 31/1990 and Articles of
Association
July 2017 - present
12
Radu-Răzvan Străuț
Vice-Chairman of BoD, Deputy General
Director - Management delegated by
May 2018 - present
12
ANNEX 6 – SIF BANAT-CRIȘANA REMUNERATION REPORT FOR 2021
5
Name
Position
Period of holding the
executive position
Months on
duty in 2021
BoD as per Law no. 31/1990 and Articles
of Association
Teodora Sferdian
Deputy General Director
May 2014 - present
12
Laurențiu Riviș
Director
Feb. 2016 - present
12
In accordance with the Remuneration Policy, the remuneration of the executive directors in 2021
consisted of fixed remuneration and variable remuneration.
The fixed part of the remuneration consisted of the monthly allowance and benefits in kind
(financial and non-financial benefits).
Directors have not benefited from discretionary pension plans.
The variable part of the remuneration has been allocated to reward the performance of each
member of the executive during 2021, depending on the performance, risk and non-financial
objectives set by the Board of Directors.
The variable component has not been subject to malus and claw-back agreements.
The variable component does not include any additional rewards.
Information on the total remuneration granted to each director for the financial year 2021:
For the year 2021, the CEO received a fixed remuneration composed of an annual remuneration
amounting to RON 744,156 (according to the provisions of the contract of delegation of powers)
and benefits in kind in the amount of RON 1,242 per year
3
.
The variable remuneration paid in cash for the performance in 2021 was of RON 700,000, in
accordance with the Remuneration Policy and the limits approved by the shareholders.
The relative proportion of fixed remuneration was 52%, and of the variable cash remuneration
was 48%, out of the total cash remuneration granted during 2021 for this position.
On May 17, 2021, the CEO exercised his option for the shares allocated before 2021, for the
performance in 2019, in the Stock Option Plan type program carried out based on the EGM
resolutions of April 22, 2019, and of April 27, 2020, and the decision of the Board of Directors from
14.05.2020. The direct transfer of ownership of the 460,000 shares to the Central Depository was
made on May 18, 2021
4
. The related amount recognized in expenses in 2021 (RON 502,168) is the
effect of the gradual value recognition of the SOP program within the expenses with remuneration
in equity instruments, between the date of allocation and the date of exercising options, in
accordance with the provisions of the Fiscal Code.
On December 2, 2021, the CEO exercised his option for the shares allocated before 2021, for the
performance in 2020, in the Stock Option Plan type program carried out based on the EGM
resolutions of 27.04.2020, and of 25.11.2021 and the decisions of the Board of Directors from
11.08.2020 and 30.07.2021. The direct transfer of ownership of the 460,000 shares to the Central
Depository was made on December 8, 2021
5
. The related amount recognized in expenses in 2021
(RON 844,867) is the effect of the gradual recognition of the value of the SOP program within the
expenses with remuneration in equity instruments, between the date of allocation and the date
of exercising the options, in accordance with the provisions of the Fiscal Code.
The shares transferred to the CEO in the two Stock Option Plan programs mentioned above are related
to the activity carried out in 2019 and respectively 2020.
3
Subscription to medical services provided by a private provider, equivalent to EUR 21 per month. For directors who also hold the
position of executive administrator, this amount is granted only one, regardless of the number of positions held in the Company
4
https://www.sif1.ro/wp-content/tranzactii-persoane-initiate/notificari-2021/notifications-transactions-May-20-2021.pdf
5
https://www.sif1.ro/wp-content/tranzactii-persoane-initiate/notificari-2021/notifications-transactions-Dec-2021.pdf
ANNEX 6 – SIF BANAT-CRIȘANA REMUNERATION REPORT FOR 2021
6
In 2021, the CEO received a total remuneration in the amount of RON 360,000 from companies in
the SIF Banat-Crișana Group, as a member of the board of directors of these entities.
For the year 2021, the Deputy General Director (Vice-Chairman of the Board) received a fixed
remuneration composed of an annual remuneration amounting to RON 744,156 (according to the
provisions of the contract of delegation of powers) and benefits in kind in the amount of RON
1,242 per year
3
.
The variable remuneration paid in cash for the performance in 2021 was of RON 700,000, in
accordance with the Remuneration Policy and the limits approved by the shareholders.
The relative proportion of fixed remuneration was 52%, and of the variable cash remuneration
was 48%, out of the total cash remuneration granted during 2021 for this position.
On May 17, 2021, the Deputy General Director exercised his option for the shares allocated before
2021, for the performance in 2019, in the Stock Option Plan type program carried out based on
the EGM resolutions of April 22, 2019, and of April 27, 2020, and the decision of the Board of
Directors from 14.05.2020. The direct transfer of ownership of the 420,000 shares to the Central
Depository was made on May 18, 2021
6
. The related amount recognized in expenses in 2021 (RON
458,501) is the effect of the gradual value recognition of the SOP program within the expenses
with remuneration in equity instruments, between the date of allocation and the date of exercising
options, in accordance with the provisions of the Fiscal Code.
On December 2, 2021, the Deputy General Director exercised his option for the shares allocated
before 2021, for the performance in 2020, in the Stock Option Plan type program carried out based
on the EGM resolutions of 27.04.2020, and of 25.11.2021 and the decisions of the Board of
Directors from 11.08.2020 and 30.07.2021. The direct transfer of ownership of the 420,000 shares
to the Central Depository was made on December 8, 2021
7
. The related amount recognized in
expenses in 2021 (RON 771,401) is the effect of the gradual recognition of the value of the SOP
program within the expenses with remuneration in equity instruments, between the date of
allocation and the date of exercising the options, in accordance with the provisions of the Fiscal
Code.
The shares transferred to the CEO in the two Stock Option Plan programs mentioned above are related
to the activity carried out in 2019 and respectively 2020.
In 2021, the Deputy General Director received a total remuneration in the amount of RON 120,000
from companies in the SIF Banat-Crișana Group, as a member of the board of directors of these
entities.
For the year 2021, the Deputy General Director received a fixed remuneration composed of an
annual remuneration amounting to RON 274,642 (according to the provisions of individual labour
agreement) and benefits in kind in the amount of RON 7,702 per year
8
.
The variable remuneration granted for the performance in 2021 was RON 220,000 in cash, in
accordance with the Remuneration Policy and the limits approved by the shareholders.
The relative proportion of fixed remuneration was 56% and of the variable remuneration was 44%,
out of the total remuneration granted during 2021 for this position.
In 2021, the Deputy General Director received a total remuneration in the amount of RON 30,600
from companies from the SIF Banat-Crișana Group, as a member of the board of directors of these
entities.
6
https://www.sif1.ro/wp-content/tranzactii-persoane-initiate/notificari-2021/notifications-transactions-May-20-2021.pdf
7
https://www.sif1.ro/wp-content/tranzactii-persoane-initiate/notificari-2021/notifications-transactions-Dec-2021.pdf
8
Subscription to medical services provided by a private provider, equivalent to EUR 21 per month; optional pension insurance
(Pillar III), according to Law no. 204/2006, within the deductibility limit provided by law of EUR 400 per year; equivalent to meal
vouchers in an average amount of RON 380 / month.
ANNEX 6 – SIF BANAT-CRIȘANA REMUNERATION REPORT FOR 2021
7
For the year 2021, the Director received a fixed remuneration composed of an annual
remuneration amounting to RON 159,073 (according to the provisions of individual labour
agreement) and benefits in kind in the amount of RON 7,702 per year
8
.
The variable remuneration granted for the performance in 2021 was RON 210,000 in cash, in
accordance with the Remuneration Policy and the limits approved by the shareholders.
The relative proportion of fixed remuneration was 43% and of the variable remuneration was 57%,
out of the total remuneration granted during 2021 for this position.
In 2021, the Director did not receive any remuneration from other entities of the SIF Banat-Crișana
Group.
4.3 Performance criteria for granting the variable component
The performance of directors is assessed against a series of indicators - quantitative and
qualitative - approved by the Board of Directors on the basis of the medium-term strategy and the
latest business plan, and incorporates annual financial, risk and non-financial objectives, which
may be effectively measured and evaluated.
The evaluation of fulfilling the performance criteria by the directors is carried out by the
Nomination and Remuneration Committee, in accordance with the Remuneration Policy. The
annual performance evaluation of the directors for 2021 was made in accordance with the
Methodology for evaluating the performance of the executive management approved by the
Board of Directors in December 2020.
Each objective has a weight expressed as a percentage, their sum being equal to 100%.
a) Qualitative component
The objectives for the evaluation of performance - the qualitative component are:
- assessment of the adequacy of knowledge, skills and experience to the needs of the company;
- assessment of professional conduct as a member of the management structure;
- assessment of reputation, honesty and integrity;
- meeting the governance criteria.
In the process of analysing and assessing the results, NRC aims, first of all, to fulfil the conditions
and requirements detailed within the internal procedure, approved by the Board of Directors,
regarding the Requirements and evaluation criteria.
The weight of the qualitative component in total evaluation is 50%.
b) Quantitative component
The objectives for the evaluation of performance - quantitative component are:
- Performance indicators regarding the achievement of the income and expenses budget
approved by the GMS, by comparing the indicators actually achieved with the budgeted ones: KPI
1 - Income (includes dividend income, interest income, other operating income); KPI 2 - Expenses
(include Other operating expenses (personnel / directors expenses, auxiliary expenses, other
expenses); KPI 3 - Profit
- Complying with the regulated / approved investment limits, provided by Law no. 243/2019
- Compliance with the approved overall risk profile adopted by the Board of Directors according
to risk appetite and tolerance and provided in the FIAIR documents.
The weight of the quantitative component in total evaluation is 50%.
The objectives for the year 2021, their weights and the degree of achievement:
ANNEX 6 – SIF BANAT-CRIȘANA REMUNERATION REPORT FOR 2021
8
Objectives 2021
Chairman -CEO
Vice – Chairman -
Deputy General
Director
Deputy General
Director
Director
Weights in total quantitative / qualitative component
Quantitative
Objectives
KPI 1: Income
10%
10%
10%
10%
KPI 2: Expenses
10%
10%
10%
10%
KPI 3: Profit
10%
10%
10%
10%
Complying with the regulated /
approved investment limits
35%
35%
35%
35%
Compliance with the approved
overall risk profile
35%
35%
35%
35%
Qualitative
Objectives
Assessing the adequacy of
knowledge, skills and
experience
25%
25%
25%
25%
Professional conduct as a
member of the management
structure
25%
25%
25%
25%
Assessing reputation, honesty,
and integrity
25%
25%
25%
25%
Meeting governance criteria
25%
25%
25%
25%
Degree of achieving the objectives in 2021:
96,8%
96,8%
96,8%
96,8%
5. COMPLIANCE WITH THE REMUNERATION LIMITS APPROVED BY GMS
The establishment by the general meeting of shareholders of the general limits of all additional
remuneration of members of the board of directors and of the general limits of the remuneration
of directors is a requirement of Law 31/1990 on trading companies (at art. 153 ^ 18 par. 2).
The Ordinary General Meeting of Shareholders of January 6, 2021, approved for the financial year
2021 that the general limits of all additional remuneration of members of the board of directors
and the general limits of the remuneration of directors be kept at 0.42% of average annual net
asset value, established by the OGM Resolution no. 7 of April 27, 2020.
The average annual net asset value for the year 2021 was in the amount of RON 3,200,583,010, so
that the maximum limit of remuneration available was in the amount of RON 13,442,449.
In 2021, the total expenses with the additional remunerations of the members of the board of
directors and the remunerations of the directors to whom the management is delegated in
accordance with Law no. 31/1990 amounted to RON 8,359,413, respectively 0.26% of the average
net assets for 2021, representing a use of only 62.2% of the available amount.
6. COMPARATIVE INFORMATION ON THE CHANGE IN REMUNERATION AND THE
PERFORMANCE OF THE COMPANY IN THE LAST 5 FINANCIAL YEARS
6.1 Changes in the gross remuneration of directors compared to the change in the average
gross remuneration of employees in the last five financial years
Position in the organization chart
2021 vs
2020
2020 vs 2019
2019 vs 2018
2018 vs 2017**
2017 vs 2016
Chairman CEO
2,50%
0,00%
10,00%
23,72%
6,80%
Vice-Chairman, Deputy General Director *
2,50%
0,00%
10,00%
N/A
N/A
Deputy General Director
2,50%
0,00%
10,00%
25,60%
0,83%
Director
2,50%
0,00%
10,00%
24,90%
14,22%
Changes in the average remuneration
of employees
4,12%
3,7%
15,39%
18,62%
2,68%
* That person was not on the executive management in 2017 and was appointed director in 2018. Therefore, comparisons are
not applicable.
** As a result of the fiscal changes regarding salaries and other incomes assimilated to salaries starting with January 1, 2018,
namely the transfer of social contributions from employers to employees, according to GEO 82/2017, collective bargaining took
place between the company's management and employees' representatives. It was agreed to maintain the net value of the existing
salaries on 31.12.2017 for all personnel employed with individual employment agreements.
ANNEX 6 – SIF BANAT-CRIȘANA REMUNERATION REPORT FOR 2021
9
6.2 SIF Banat-Crișana performance in the last five financial years
Indicators
2021
2020
2019
2018
2017*
Total income (dividend income, interest income,
other revenues) (RON)
135,547,935
94,840,715
121,537,512
114,876,610
84,927,868
Total expenses, of which:
27,498,092
28,472,943
22,236,060
17,930,623
15,745,275
Other operating expenses (RON)
22,388,962
19,678,132
18,913,441
14,682,344
16,737,900
Net profit for the year (RON)
387,001,105
92,122,406
159,494,532
77,186,227
69,553,195
Total comprehensive income for the year (RON)
707,542,359
-20,165,826
436,369,094
-6,011,901
338,419,313
Net Asset Value ** (RON)
3,408,921,783
2,884,036,120
2,724,317,526
2,228,169,271
2,593,066,109
Evolution of income (yoy change)
42.9%
-22.0%
5.8%
35.3%
-
Evolution of operating expenses (yoy change)
13.8%
4.0%
28.8%
-12.3%
-
Evolution of net profit (yoy change)
320.1%
-42.2%
106.6%
11.0%
-
Evolution of net asset value (yoy change)
18.2%
5.9%
22.3%
-14.1%
-
* total expenses in 2017 are influenced by the reversal of previous expenses with the adjustment of the value of assets
** calculated according to ASF regulations and certified by the depositary bank
Total income in 2020 diminished compared to 2019, the negative change being caused by the
impact of the COVID-19 pandemic on the dividend policy of the largest holdings in the Company's
portfolio, the distribution of dividends being either stopped or significantly reduced vs. the
previous years.
However, even in the context of a difficult year and affected by severe uncertainties, the Company
achieved positive results, as a result of the strategic orientation of diversifying the portfolio and
reducing the dependence on dividends, and the performance of shareholdings in the financial-
banking sector.
7. FINAL PROVISIONS FOR THE REMUNERATION REPORT
7.1 Compliance with Remuneration Policy / Information on any deviation from the
procedure for implementing the Remuneration Policy
In 2021 there were no deviations from the Remuneration Policy regarding the remuneration of
the members of the Board of Directors and the Executive Management, all components of
remuneration complying with the structure and principles presented in the Remuneration Policy
approved by shareholders.
7.2 Availability of the Remuneration Report
This Remuneration Report has been verified by the financial auditor and discussed by the Board
of Directors in the meeting held on March 28, 2022.
The report is submitted for the approval of the shareholders in the Ordinary General Meeting of
Shareholders of April 28 (29), 2022, in accordance with the provisions of art. 107, paragraph (6) of
Law no. 24/2017.
After the general meeting of shareholders, the Remuneration Report is made available to the
public, free of charge, on SIF Banat-Crișana website, www.sif1.ro, for a period of 10 years from its
publication, in accordance with the provisions of the Law no. 24/2017.
ANNEX 6 – SIF BANAT-CRIȘANA REMUNERATION REPORT FOR 2021
10
ANNEX
REPORT ON THE REMUNERATION PAID BY SIF BANAT-CRIȘANA IN THE FINANCIAL YEAR 2021
- REPORT PREPARED AS AIFM -
Indicators/ Gross amounts
Amounts related to
the activity carried
out in the reporting
year (n) (RON /
currency)
Amounts actually
paid during the year
subject to reporting
(n) (RON / currency)
net
Amounts payable during
the reporting year (n + 1)
or deferred (RON /
currency)
No. of
beneficiaries
1. Remuneration granted to all IMC
/ AIFM staff (including outsourced
functions) *
10,173,884
10,173,884
-
40
Fixed remuneration
5,167,147
5,167,147
-
Variable remuneration excluding
performance fees, of which:
- cash
2,429,800
2,429,800
-
- other forms (separately indicating
each category)
2,576,937
2,576,937
-
Variable remuneration representing
performance fees
-
-
-
2. Remuneration for identified staff
of IMC / AIFM staff ** (including
outsourced functions)
8,964,787
8,964,787
-
A. A. Members of the Board of
Directors, of which
1,020,000
1,020,000
-
5
Fixed remuneration
1,020,000
1,020,000
-
Variable remuneration excluding
performance fees, of which:
- cash
0
0
-
- other forms (separately indicating
each category)
0
0
-
Variable remuneration representing
performance fees
-
-
-
B. Directors/members of Executive
of which:
6,328,964
6,328,964
-
4
Fixed remuneration
1,922,027
1,922,027
-
Variable remuneration excluding
performance fees, of which:
- cash
1,830,000
1,830,000
-
- other forms (separately indicating
each category) **
2,576,937
2,576,937
-
Variable remuneration representing
performance fees
-
-
-
C. Functions having control
responsibilities (expressly
indicating all functions included in
this category) ***
264,170
264,170
-
3
ANNEX 6 – SIF BANAT-CRIȘANA REMUNERATION REPORT FOR 2021
11
Indicators/ Gross amounts
Amounts related to
the activity carried
out in the reporting
year (n) (RON /
currency)
Amounts actually
paid during the year
subject to reporting
(n) (RON / currency)
net
Amounts payable during
the reporting year (n + 1)
or deferred (RON /
currency)
No. of
beneficiaries
Fixed remuneration
217,170
217,170
-
Variable remuneration excluding
performance fees, of which:
- cash
47,000
47,000
-
- other forms (separately indicating
each category)
0
0
Variable remuneration representing
performance fees
-
-
-
D. Other functions than those
indicated in letter A-C above,
included in the category of
identified staff (expressly
indicating all functions included in
this category) ****
1,351,653
1,351,653
-
10
Fixed remuneration
1,078,353
1,078,353
-
Variable remuneration excluding
performance fees, of which:
- cash
273,300
273,300
-
- other forms (separately indicating
each category)
0
0
-
Variable remuneration representing
performance fees
-
-
-
* Includes administrators, directors authorized by ASF and personnel
** The amount recognized in the expenses of 2021 - related to the SIF1 share allocations from 2020 for the Stock Option Plan
program carried out based on the EGM Resolution (art. 2 and 3) of 22.04.2019, of the EGMS Resolution no. 2 of 27.04.2020 and
of the Decision of the Board of Directors of 14.05.2020, and the Stock Option Plan type program executed based on the EGM
Resolution no. 4 and 5 of 27.04.2020, of the EGMS Resolution no. 3 of 25.11.2021 and the Decisions of the Board of Directors of
11.08.2020 and 30.07.2021 - being the effect of the gradual recognition of the value of SOP programs within the expenses with
remuneration in equity instruments between the date of allocation and the date of exercise of options in accordance with the
Fiscal Code.
*** Includes risk officer, compliance officer and internal auditor (outsourced function).
**** Includes office managers, IT / HR managers, chief accountant and analyst / consultant in the Investment Analysis and Equity
Management Offices.