Ad hoc report – Change in the Supervisory Board and changes of compliance status with the Bucharest Stock Exchange Corporate Governance Code
In compliance with Capital Markets Law no. 297/2004 and Regulation no.1/2006 of NSC
Date of report: November 1, 2016
Name of issuer: OMV Petrom S.A.
Headquarters: Bucharest, 22 Coralilor Street, District 1
Telephone/fax number: 0372 160697/0372 868518
Sole registration number at the Trade Register Office: 1590082
Fiscal attribute: R
Trade Register Number: J 40/8302/1997
Share capital: 5,664,410,833.5 RON
Regulated market on which the issued securities are traded: Bucharest Stock Exchange (BSE), London Stock Exchange (LSE)
Significant event to be reported: Changes in the Supervisory Board and changes of compliance status with the BSE Corporate Governance Code
Changes in the Supervisory Board
OMV Petrom S.A. announces the appointment of Jochen Weise as interim member of the Supervisory Board, following Riccardo Puliti’s waiver of his mandate as member of OMV Petrom S.A. Supervisory Board.
In accordance with article 1537 paragraph (1) of the Romanian Company Law and article 17.4 of the Articles of Association of OMV Petrom S.A., Jochen Weise was appointed as interim member of the Supervisory Board, effective as of November 1, 2016 until the next General Meeting of Shareholders.
Jochen Weise graduated in Law from Universities of Bochum and Bonn, Germany. Jochen Weise has been in non-executive positions as Supervisory Board member of Verbundnetzgas AG in Leipzig, Germany (since December 2014) and as Senior Advisor Energy Infrastructure Investments at Allianz Capital Partners in London (since November 2010). Previously, he was member of the Management Board (April 2004 - August 2010) and Executive Vice President Gas Supply&Trading (January 2003 - March 2004) at E.ON Ruhrgas AG in Essen, Germany, and Director Commercial Sales at Deutsche Shell GmbH in Hamburg, Germany (April 1998 - December 2001).
Changes of compliance status with the Bucharest Stock Exchange (BSE) Corporate Governance Code
Following Riccardo Puliti’s waiver also of his mandate as Member and President of the Audit Committee as of November 1, 2016, the new membership of the Audit Committee of OMV Petrom SA, effective as of November 1, 2016, as approved by the Supervisory Board, is the following:
- Reinhard Florey – President;
- Jochen Weise – Deputy President;
- George Baesu – Member.
All three members of the Audit Committee are non-executives, all being members of the Supervisory Board. Following the independence evaluation, resulted that two of the members of the Audit Committee, namely Jochen Weise and George Baesu, meet all independence criteria provided by the BSE Corporate Governance Code, while Reinhard Florey, the President of the Audit Committee, does not meet all of the independence criteria provided by the BSE Corporate Governance Code, therefore not being independent.
Consequently, OMV Petrom S.A. announces the change, effective starting November 1, 2016, of its compliance status with provision B.2 of the BSE Corporate Governance Code, namely "The audit committee should be chaired by an independent non-executive member", from "compliance" to "partial compliance", as the President of the Audit Committee fulfils only the condition of being non-executive, while the condition of being independent is not fulfilled.
It has been concluded as being more appropriate for the time being to appoint as President of the Audit Committee the member holding the position of Deputy President considering that the independency and objectivity of the Audit Committee as a whole is not being impaired, while ensuring a smooth transition with respect to the ongoing works of the Audit Committee.
Chief Executive Officer
President of the Executive Board