Corporate Governance Rules

ALRO is committed to achieving high standards of corporate governance. We believe that good corporate governance ensures clarity of roles between shareholders, the Board of Directors and management. Providing a clear framework based on robust principles helps to maximize shareholder value in the long term.

In August 2007, the Group adopted new corporate governance rules as part of its ongoing efforts to fully comply with Romanian requirements in real time. The Alro Board of Directors has appointed a team of managers for the legal representation of the Company.
 

Internal Audit

The internal audit supervises the company’s administration, to verify that its financial statements have been legally drawn up and are in accordance with the accounts. The audit must also ensure that accounts are regularly kept and that the assessment of the patrimony elements has been made in accordance with the rules established for the drawing up and presentation of the financial statements. The internal auditors inform the directors about the irregularities found in the administration and the violation of the legal provisions and the provisions of the Articles of Incorporation. They, in turn, inform the General Shareholders' Meeting about the most important cases.

ALRO’s Committees

ALRO is governed in an unitary system and, additionally it has within its organizational structure three committees, i.e. the Audit Committee – with powers delegated by the Annual General Shareholders Meeting, Remuneration and Nominations Committees and Risk and Sustainability Committee – designated by the Board of Directors.

Audit Committee

Annual General Shareholders Meeting held on 23 March 2018 approved by Decision no. 584/23.03.2018 the set up of the Audit Committee and by decision no, 587/23.03.2018 approved this Committee’s Terms of reference. Subsequently, during the Annual General Shareholders Meeting held on 25 April 2019 by Decision no. 616/25.04.2019 the Audit Committee’s Terms of reference were updated and the new composition of the Audit Committee is as follows: Vasile IUGA (Chairman – Independent Member), Adrian MANAICU (Member) and Dorel PARASCHIV (Member).

The Audit Committee is a committee elected by the Extraordinary General Shareholders Meeting of ALRO and has powers delegated to it under the Articles of Incorporation and the applicable legislation and standards.

For details, please access the following link: Audit Committee - Terms of reference
 

Remuneration and Nominations Committee

Remuneration and Nominations Committee has powers delegated by the Board of Directors and is composed of three of the Board’s non-executive members, out of which two of them have to be independent members and the Chairman of the Board has to be one of the members. The composition of ALRO’s Remuneration and Nominations Committee is: Marian NĂSTASE (Chairman), Vasile IUGA (Member) and Marinel BURDUJA (Member).

For details, please access the following link: Remuneration and Nominations Committee - Terms of reference

Risk and Sustainability Committee

The Risk and Sustainability Committee is elected by ALRO’s Board of Directors and has powers delegated by it. Among the committee’s main objectives are: overseeing and making recommendations to the Board regarding the Company’s general risk management policy and assisting the Board in reviewing the adequacy, effectiveness and compliance of the Company’s risk management policies. The composition of ALRO’s Risk and Sustainability Committee is: Vasile IUGA (Chairman), Gheorghe DOBRA (Member), Marinel BURDUJA (Member), Aleksandr BARABANOV (Member) and Laurentiu CIOCÎRLAN (Member).

For details, please access the following link: Risk and Sustainability Committee - Terms of reference

Remuneration of the Board Members and Managers

The remuneration of the Board members and Managers fully observes the stipulations of Law 31/1990 (Romanian Companies Law), being transparent and fully under the control of the shareholders.

 

Romanian Companies Law

ALRO is in compliance with the Romanian Companies Law, Romanian Securities Law, Bucharest Stock Exchange Code and National Securities Committee regulations.

 

Model Code

ALRO adopted the corporate governance rules, in accordance with Bucharest Stock Exchange Corporate Governance Code, as adopted in August 2016.
 

Bylaws

Articles of incorporation Alro December 13 2019

 

Procedures

 Procedures on shareholders' rights and organization of ALRO SGM
 Regulation for corporate governance ALRO final
 ALRO BoD Regulation conflict of interests related parties transactions info circuit

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