The Board of Directors set up advisory committees comprised of its members, responsible for conducting investigations and drafting recommendations for the Board. The Board of Directors establishes the duties and responsibilities of these committees and they are included in the Internal Regulations of the Company.
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.
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. The members of the Audit Committee have the appropriate experience for the specific duties incumbent as members of this body.
The composition of the Audit Committee is the following:
Mr. Marcel Pfister – Chairman of the Audit Committee,
Mr. Sorin Marica – member,
Mr. Ionel Marian CIUCIOI – member.
• monitoring the financial reporting process;
• monitoring and evaluating the effectiveness of internal control, internal audit and risk management systems within the Company; ensuring that the audits carried out and the audit reports drawn up are consistent with the audit plan approved by the Board of Directors;
• monitoring the statutory audit of financial statements prepared by the Company in accordance with the applicable legal provisions, as well as any reports prepared at the request of shareholders;
• verifying and monitoring the independence of the statutory auditor or audit firm and, in particular, providing additional services to the Company;
• making recommendations to the Board of Directors regarding the selection, appointment or replacement of the financial auditor, as well as the terms and conditions of its remuneration;
• assessing possible conflict of interests concerning Company’s transactions with affiliated parties;
• any other matters that are the responsibility of the audit committee according to the Company’s Articles of Association and the Corporate Governance Code;
The Audit Committee will meet whenever necessary but at least twice a year to review the audit report and / or the opinion of the independent financial auditor on the key issues arising from the financial audit, as well as with on the financial reporting process and will recommend the necessary measures.
The Nomination and Remuneration Committee is a permanent committee, with advisory function, subordinated to the Board of Directors.
The Nomination and Remuneration Committee assists the Board of Directors in fulfilling its responsibilities for the nomination of candidates for management positions and their remuneration.
The Nomination and Remuneration Committee shall consist of at least two members elected from nonexecutive directors, subject to the condition of independence provided for by the Company Law.
During their mandate, the members of the Nomination and Remuneration Committee will not hold any functions, qualities or perform any transactions that may be considered incompatible with the mission of this Committee. The membership of the Nomination and Remuneration Committee does not prevent members from participating in the work of other Board Committees.
The Committee meets regularly, at least twice a year, and whenever it deems appropriate.
The composition of the Committee is the following:
Mr. Sorin MARICA – Chairman of the Committee,
Mr. Marcel PFISTER – member,
Mr. Ionel Marian CIUCIOI – member.
• preparing and recommending guidelines for the selection of Board members, including criteria for assessing their independence;
• evaluating and proposing to the Board of Directors candidates for appointment, reappointment or revocation in / from the position of member of the Board;
• preparing the assessment of the performance of the members of the Board of Directors, using a self-evaluation process;
• evaluating, at least once a year, the independence of the members of the Board of Directors;
• verifying, at least once a year, the number of mandates held by the members of the Board of Directors and directors in other companies;
• submitting recommendations to the Board of Directors for the appointment or dismissal of key personnel and control personnel within the Company, as well as for determining the level of remuneration and their rights and duties;
• submitting proposals to the Board of Directors on the remuneration policy of executive and non-executive management members (including bonuses, incentives and stock option plans), ensuring that they are at the correct level, in accordance with the corporate governance rules, best market practices, aligned with the Company’s strategy and performance, long-term shareholders’ interests, using a balanced mix of incentives to attract, motivate and retain highly qualified experienced persons in leadership positions;
• analysing and formulating proposals to the Board’s attention on the total annual variable remuneration package within the Company;
• formulating proposals to the Board regarding the development of the remuneration policy at Company level and reviewing the annual remuneration report.