Committees

The Supervisory Board has established an Audit Committee as per the provisions of the Company Law no. 31/1990, to assist the Supervisory Board on topics such as financial reporting, external auditing, internal auditing, internal controls and risk management, as well as compliance, conduct and conflicts of interest.

Main attributions:
 

• Financial reporting – to examine and review the annual financial statements of the Company and the proposal for the distribution of the profits before their submission to the Supervisory Board and subsequently to the GMS for approval; to oversee and approve the nature and level of non-audit services provided by the independent financial auditor to the Company, as well as the issuance of regulations/guidelines with regard to such services;
• External audit – to consider and make recommendations to the Supervisory Board on the appointment, re-appointment and removal of independent financial auditors, subject to approval by the shareholders;
• Internal audit, internal controls and risk management – to undertake an annual assessment of the system of internal control;
• Compliance, conduct and conflicts of interest – to review conflicts of interests in transactions of the Company and its subsidiaries with related parties and examine and review, before their submission to the Supervisory Board for approval, related party transactions that exceed or may be expected to exceed 5% of the Company’s net assets in the previous financial year.

Functioning:

The Audit Committee meets on a regular basis, at least three times per year, and on an extraordinary basis if required. The Audit Committee’s meetings are chaired by the President or, in his/her absence, by the Deputy or by another member, by virtue of a mandate from the President. The decisions of the Audit Committee shall be taken by unanimous consensus of all members of the Audit Committee. In case unanimous consensus cannot be reached with respect to a specific item on the agenda, that item will be resolved upon by the Supervisory Board without the consultative opinion of the Audit Committee. In urgent cases, the Audit Committee may take decisions also by circulation, without an actual meeting being held, with the unanimous consensus of all members of the Audit Committee. The President shall decide on whether issues are of an urgent nature.

Members:

The Audit Committee is composed of four members appointed by decision of the Supervisory Board from among its members, namely:

• Jochen Weise* (President)
• Reinhard Florey (Deputy President)
• Răzvan Eugen Nicolescu* (member)
• Marius Ştefan* (member).

The Supervisory Board has established a Presidential and Nomination Committee to assist the Supervisory Board on matters such as Executive Board appointments and remuneration.

Main attributions:

The main role of the Presidential and Nomination Committee is:

• to be involved in the succession planning for the Executive Board, having full responsibility on the selection process of candidates for appointment in Executive Board.
• to make recommendations concerning the proposal of candidates for appointment in the Supervisory Board. 
• to deals and decide on matters concerning the remuneration of the Executive Board members and the content of mandate contracts with Executive Board members.
• to carry out the Supervisory Board self-evaluation and the assessment of independency of Supervisory Board members, under the leadership of the President of the Presidential and Nomination Committee.

Functioning:

The Presidential and Nomination Committee meets on a regular basis, at least once per year, and on an extraordinary basis if required. The Presidential and Nomination Committee’s meetings are chaired by the President or, in his/her absence, by the Deputy or by another member, by virtue of a mandate from the President. The decisions of the Presidential and Nomination Committee shall be validly passed by the affirmative vote of the majority of the members present or represented at the meeting. In the event of parity of votes, the President or the person empowered by him/her to chair the meeting shall have a casting vote. However, the President shall endeavor to achieve that, to the extent possible, resolutions are passed with a consensus among its members. In urgent cases, the Presidential and Nomination Committee may take decisions also by circular resolution, without an actual meeting being held, by the majority of votes. The President shall decide on whether issues are of an urgent nature.

Members:

The Presidential and Nomination Committee is composed of four members appointed by the Supervisory Board from among its members, namely:

• Alfred Stern (President)
• Martjin van Koten (Deputy President)
• Răzvan Eugen Nicolescu* (member)
• Marius Ştefan* (member).