Declaration of Compliance with Corporate Governance Principles for AeRO Listed Companies
| Board of Directors Responsibilities | ||
| Section A – mandatory provision | Section B – fulfillment model | |
| A. | The role of the Board of Directors (Board) must be clearly defined and based on articles of association of the Company, in the internal regulations and / or other similar documents. | The incorporation paper of the company clearly states the duties of the administrator. The Company is managed by a single administrator, not a Board of Directors. |
| A.1. | The company should have an internal regulation of the Board which includes terms of reference for the Board and the key management functions of the company. The conflict of interests at the Board level should also be presented in the Board’s regulation. | The Company is not managed by the Board but by the sole administrator. Both in the chapter Company Management from the Annual Report and on the Company’s website, in the area of CV’s can be found details of all interests the administrator has. |
| A.2. | A Board member’s other professional commitments, including executive and non-executive Board positions in companies (excluding the company’s subsidiaries) and non-profit institutions, should be disclosed to the Board before appointment and during his/her mandate. | Both in the chapter of Company Management (in the Annual Report) and on the company’s website, (in the area of ‘CV’ s) detailing all interests of the administrator.
The interests are detailied (in Annual Reporta and on the website) and applied for all members of the Advisory Board. |
| A.3. | Any member of the Board should submit to the Board, information on any relationship with a shareholder who holds directly or indirectly shares representing not less than 5% of all voting rights. This obligation concerns any kind of relationship which may affect the position of the member on issues decided by the Board. | Both in the chapter of Company Management (in the Annual Report) and on the company’s website, (in the area of ‘CV’ s) detailing all interests of the administrator.
The interests are detailied (in Annual Reporta and on the website) and applied for all members of the Advisory Board. |
| A.4. | The annual report should inform on whether an evaluation of the Board has taken place under the leadership of the chairman. It should also include the number of the meetings of the Board. | Not applied – The Company is manage by a single administrator. |
| A.5. | The procedure regarding the cooperation with the Authorized Consultant for the period in which this cooperation is imposed by the Bucharest Stock Exchange, will contain at least the following: | The Company is beyond the mandatory cooperation period. The company had maintained the required contract and cooperation procedure in full during the mandatory period.
The present chapter is now unaplicable to the Company. |
| A.5.1. | The contact person with the Authorized Consultant; | |
| A.5.2. | Frequent meetings with the Authorized Consultant (which will be at least once a month or whenever events or new information involves transmitting current reports), so still Authorised Consultant can be consulted; | |
| A.5.3. | The obligation to informe the Authorised Consultant with all reports and any information that reasonably require to fulfill his responsibilities; | |
| A.5.4. | The obligation to informe Bucharest Stock Exchange regarding any disfunctions in cooperation with Authorized Consultant, or changing of the Authorized Consultant. | |
| Section B – Internal Control System | ||
| B.1. | The Board should adopt a policy ensuring that any transaction of the company with any of its subsidiaries 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. | The Company has no subsidiaries. During 2015 the company has not signed contracts or transactions with subsidiaries. |
| B.2. | The internal audit should be carried out by a separate structural division (internal audit department) within the company or through retaining an independent third-party entity which should report to the Board, while within the company, it should report directly to the CEO. | The internal audit is conducted by the CFO, and the company’s independent audit by the external auditor. |
| Section C – Fair rewards and motivation | ||
| C.1. | The company should publish in its annual report a remuneration report including the total revenues for the Board members and the CEO for the past financial year and the total value of any bonus payments or other variable compensations and also the key assumptions and guidelines for calculating the above revenues. | The Company is managed by a single administrator, not a Board of Directors. During 2015, the Administrator has not been paid.
The company will propose to the General Shareholders Meeting financial compensation for the Administrator starting 2016. |
| Section D – Building value through Investors Relations | ||
| D.1. | In addition to information required by legal provisions, the corporate website should have a dedicated Investors Relation section, both in Romanian and English, with all relevant information of interest for investors, including: | All the Company’s reports are made vailable both in Romanian and English |
| D.1.1. | Principal corporate regulations, in particular the articles of association and internal regulations of its governing bodies | The document can be found on the website |
| D.1.2. | Professional CVs of the members of its governing bodies | The CVs are published on the website |
| D.1.3. | Current reports and also periodic reports | All reports can be found on the website after they are published on Bucharest Stock Exchange. |
| D.1.4. | Information related to general meetings of shareholders: agenda and the materials sustaining the agenda of the meeting; the resolutions of the general meetings | Infomation about General Meeting of Shareholders will be available on the website |
| D.1.5. | Information on corporate events, such as payment of the dividends, or other events leading to the acquisition or limitation of rights of a shareholder, including the deadlines and principles of such operations | Information will be available on the website when necessary |
| D.1.6 | Other extraordinary information that should to be provided: the break down/ change/ start of cooperation with an Authorized Adviser (AA); the signing/ renewal/ termination of agreement with a Market Maker. | Information will be available on the website when necessary |
| D.1.7. | The company should have an investors relations function (IR), and will include on the IR section of the company’s website the name and contact data of a person who should be able to provide knowledgeable information on request. | Information are published on the website |
| D.2. | A company should have adopted a dividend policy of the company, as a set of directions related to the distribution of net profit that the company declares to follow. The dividend policy principles should be published on the corporate website. | Information are published on the website and in the Annual Report |
| D.3. | A company should have adopted a policy with respect to forecasts, whether it would be distributed or not. Forecast means the quantified conclusions of studies aimed at determining the total impact of a list of factors related to a future period (so called, assumptions). The policy should provide for the frequency, the period envisaged and content of forecasts. Forecasts, if published, may only be part of annual, half-yearly or quarterly reports. The forecast policy should be publilshed on the corporate website. | The policy has been published on the website.
The Company aims to provide annual financial forecast upon condition of feasible planning terms. The financial forecast will be published once a year in the annual report and on the corporate website and will include both revenues and operational and gross / net profit data. |
| D.4. | A company should set the date and place of a general meeting so as to enable the participation of the highest possible number of shareholders. | The Company will organise the General Meeting of Shareholders at the company’s headquarters, during working days |
| D.5. | The financial reports should include information in both Romanian and English as regarding the key drivers influencing the change in sales, operating profit, net profit and other relevant financial indicators. | All Comapany’s financial reports are published in both Romanian and English |
| D.6. | The company should organize at least one meeting/conference call with analysts and investors each year. The information presented on these occasions should be published in the IR section of the website of the company at the time of the meeting/conference call. | The Company will organize a meeting with analysts / investors together with the Bucharest Stock Exchange.
The recording of the meeting will be found on the website. |