VRANCART S.A. 625100 Adjud-Vrancea, Romania, Str. Ecacerina Teodoroi u 17
RO 1454846.J39/239/1991 ,
Capital social su bscris i varsat 86.371.792 RON
R054 R NCB 0268 0087 9340 0001 - BCR Adjud
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R095 RZBR 0000 0600 0094 5306 - Raiffeisen Bank AdjudCHtonondubt ·h5,c,; penc,u canonondula,
h.i rtii 1g1enico-sanicare
T:0237 6408 00, M:0741 81 65 12, F:0237 64 17 20
vranc:art@vranc:art .ro, www.vra nc:art.ro
Date of report :05.01.2016
Name of the issuing entity: VRANCART S.A.
Registered office: Adjud, 17 Ecaterina Teodoroiu Street, Vrancea County Telephone/fax no.: 0237-640.800 /0237-641.720
Tax Identification Number: RO 1454846
Registered with the Trade Registry under no.: }39/239/1991 Subscribed and paid-in share capital: 86.371.792 ,00 lei
The regulated market onto which the securities issued are traded: the Bucharest Stock Exchange
The company VRANCART S.A.,based in Adjud Municipality,17 Ee. Teodoroiu Street, Vrancea County, registered with the Vrancea Trade Registry Office under no. 139/239/1991, having the Tax Identification Number RO 1454846,adhered to the Corporate Governance Code (CGC) of the Bucharest Stock Exchange starting from the financial year 2010,its compliance or noncompliance with the Corporate Governance Code being presented through the "Apply or Explain" statement, within the annual reports.
VRANCART was constantly concerned with the development and improvement of the corporate governance principles, with increasing the company's attractiveness for the shareholders and investors and with increasing the competitiveness on the paper and corrugated cardboard products' market ,without omitting the concern for the community and the surrounding environment.
The current stage of compliance with the New Corporate Governance Code of the Bucharest Stock Exchange (issued in September 2015) is presented in appendix 1 to this report. The subsequent progresses recorded by the company in relation to the
compliance with the new Corporate Governan ewill be reported to the capital market. f'-c,1
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Cha[)nan O,;.u,'!'l,ct>'L'lva d of Administrators,
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Appendix 1
VRANCART SA ADJUD
THE STAGE OF COMPLIANCE WITH THE PROVISIONS OF THE CORPORATE GOVERNANCE CODE OF THE BUCHAREST STOCK EXCHANGE AS AT DECEMBER 31st, 2015
No. | The provisions of the New Corporate Governance Code of the Bucharest Stock Exchange | Stage of compliance YES INO / NIA | |
Section A - Responsibilities | |||
A.1 | All the companies must have an Internal Board Regulation that includesthe reference terms/the responsibilities of the Board and the company's key management positions and that applies, among others, the General principles in this section. | NO | |
A.2 | The provisions on the management of conflicts of interests must be included in the Board Regulation. | NO | |
A.3 | The Board of Administrators must be formed of at least five members. | YES | |
A.4 | Most of the members of the Board of Administrators must not hold an executive position. At least one member of the Board of Administrators must be independent in case of the companies from the Standard Category. Each independent member of the Board of Administrators must submit a statement at the time of his/ her appointment for election or re-election, as well as whenever a change in his/ her statute occurs,stating the elements based on which it is considered that he/she is independent in terms of his/her character and judgement. | YES | |
A.5 | Other relatively permanent professional commitments and obligations of amember of the Board,including any executive and non-executive positions held within the Board of any companies and non-profit institutions, must be revealed to the shareholders and to the potential investors prior to his/her appointment and during his/her mandate. | NO | |
A.6 | Any member of the Board of Administrators must submit to the Board information on any relation with a shareholder that holds,either directly or indirectly,shares representing over 5% of all the voting rights. | NO | |
No. | The provisions of the New Corporate Governance Code of the Bucharest Stock Exchange | Stage of compliance YES INO / NIA |
Section A - Responsibilities | ||
A.7 | The company must appoint a Secretary of the Board that shall have the responsibility to support the activity of the Board. | YES |
A.8 | The statement on the corporate governance will state whether an evaluation of the Board took place under the management of the Chairman or of the appointment committee and, if yes, it will summarize the key actions and the changes arising out of it. The company must have a policy/a guide on the evaluation of the Board, including the purpose, the criteria and the frequency of the evaluationprocess. | NO |
A.9 | The statement on the corporate governance must include information on the number of meetings of the Board and of the committees within the past year, on the attendance of the managers (personally and in their absence) and a report of the Board and of the committees on their activities. | YES |
A.10 | The statement on corporate governance must include information on the exact number of independent members of the Board of Administrators. | YES |
A.11 | The Board of Administrators of the companies in the Premium category must establish an appointment committee formed of non-executive members, that will perform the procedure for the appointment of new members of the Board and will make recommendations to the Board. Most of the members of the appointment committee must be independent. | NIA |
No. | The provisions of the New Corporate Governance Code of the Bucharest Stock Exchange | Stage of compliance YES / NO / NIA |
Section B - The risk management system and the Internal Control | ||
B.1 | The Board must establish an Audit Committee where at least one member must be an independent non-executive manager. Most of the members, including the president, must have proven that they have a relevant adequate qualification for the functions and responsibilities of the Board. At least one member of the Audit Committee must have adequate and proven experience in audit and accounting. | YES |
8.2 | The President of the Audit Committee must be an independent non-executive member. | YES |
8.3 | Among its responsibilities, the Audit Committee must perform an annual evaluation of the Internal Control system. | YES |
8.4 | The evaluation must consider the effectiveness and the inclusion of the internal audit function, the degree of adequacy of the risk management and internal control reports submitted to the audit committee of the Board, the promptitude and the effectiveness that the executive management uses to settle deficiencies or weaknesses identified following the internal control and the submission ofrelevant reports for the attention of the Board. | YES |
8.5 | The Audit Committee must evaluate the conflicts of interests related to the company's transactions and the transactions of its branches with affiliated parties. | YES |
8.6 | The Audit Committee must evaluate the effectiveness of the internal control system and of the risk management system. | YES |
8.7 | The Audit Committee must monitor the application of the generally accepted legal standards and of the internal audit standards. | YES |
8.8 | Whenever the Code mentions any reports or analyses initiated by the Audit Committee, these must be followed by | YES |
regular reports (at least on an annual basis) or ad-hoc reports that must be subsequently submitted to the Board. | ||
8.9 | None of the shareholders will benefit from any preferential treatment compared to other shareholders in relation to any transactions and agreements concluded by the company and their affiliates. | YES |
