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Law No. 66 Of 7 October 1993, The Law Of Contract Management

Original Language Title:  LEGE nr. 66 din 7 octombrie 1993 legea contractului de management

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LEGE No. 66 of October 7, 1993 (* updated *) the management contract law ((updated until 25 July 2000 *)
ISSUER PARLIAMENT




---------------- *) The updated form of this normative act until July 25, 2000 is carried out by the legal department of S.C. "Territorial Center of Electronic Computing" S.A. Piatra-Neamt by including all the changes and additions made by: EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 ; LAW no. 217 217 of 17 November 1998 ; EMERGENCY ORDINANCE no. 49 49 of 22 April 1999 ** **) rejected by LAW no. 136 136 of 21 July 2000 . The content of this act belongs exclusively to S.C. Teritorial de Calcul Electronic S.A. Piatra-Neamt and is not an official document, being intended to inform users. **) NOTE C.T.C.E. S.A. PIATRA NEAMT: Right. art. 5 of EMERGENCY ORDINANCE no. 49 49 of 22 April 1999 , published in MONITORUL OFFICIAL no. 170 170 of 22 April 1999, the date of entry into force of this Emergency Ordinance shall be repealed. Law of the management contract no. 66/1993 , as amended and supplemented, as well as art. 12 12-14 of Law no. 15/1990 on the reorganisation of state economic units as autonomous kings and companies. ***) NOTE C.T.C.E. S.A. PIATRA NEAMT: Right. art. unique from LAW no. 136 136 of 21 July 2000 , published in MONITORUL OFFICIAL no. 345 345 of 25 July 2000, is rejected Government Emergency Ordinance no. 49 49 of 22 April 1999 on the administration of companies/national companies, companies, to which the state or an authority of the local public administration is a majority shareholder, as well as of autonomous regions, published in the Official Gazette of Romania, Part I, no. 170 170 of 22 April 1999. The Romanian Parliament adopts this law + Chapter 1 General provisions + Article 1 The management contract is the agreement between a legal person carrying out an economic activity, as the owner, and a manager who is entrusted with the organization, management and management of the owner's activity, based on quantifiable targets and performance criteria, in exchange for a payment. ---------- Article 1 has been amended by section 1. 1 1 of art. I of LAW no. 217 217 of 17 November 1998 , published in MONITORUL OFFICIAL no. 446 446 of 23 November 1998, amending section 1 1 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. + Article 2 The provisions of this law apply to companies in which the state holds shares related to a share of at least 50% of the share capital, including those resulting from the reorganization of autonomous regions. ---------- Article 2 has been amended by section 2. 2 2 of art. I of LAW no. 217 217 of 17 November 1998 , published in MONITORUL OFFICIAL no. 446 446 of 23 November 1998, amending section 2 2 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. + Chapter 2 Parties to the management contract + Article 3 There are parts in the contract a) the company-through its board of directors; b) the manager-the team consisting of a maximum of seven individuals, Romanian or foreign, or a natural or legal person, Romanian or foreign. The manager exercises his duties established by the management contract. The manager, the individual, one of the members of the managerial team, appointed by the other members of the team, or one of the legal representatives of the manager, the legal person, as the case may be, is part, without having the right to vote and indemnity, from the board of directors of the company which has the status of a party in the management contract. ---------- Article 3 has been amended by section 3. 3 3 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. + Article 4 I can interest the quality of managers: 1. Romanian or foreign individuals who cumulatively meet the following conditions: a) have full exercise capacity; b) have experience in the field or appropriate professional training, attested by official documents; c) have favorable professional references from the last job or from managers or administrators of a company with an identical or similar profile to that of the commercial company for which the management contract is concluded. ---------- Lit. c) 1 1 of art. 4 4 has been amended by section 4.2 4 4 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. 2. Romanian or foreign legal entities that meet the following conditions: a) have legal personality proven with official acts; b) have object of activity and experience in the field of management; c) prove creditworthiness by acts + Article 5 I cannot have the quality of manager: 1. individuals who: a) they still have the status of manager or administrator at another company; b) have suffered final criminal convictions which render them incompatible with this quality; c) appear on the list of managers and administrators who have had their mandate revoked; d) were sanctioned for violating the legal provisions in tax matters; e) hold shares or shares thereof, their relatives and their affins up to the second degree in another company whose object of activity is similar to that of the commercial company interested in the conclusion of the management contract. Individuals will make written declaration, at the selection, showing that they are not incompatible, submitting, as the case may be, also supporting documents; 2. legal persons who: a) have been declared bankrupt; b) have been sanctioned for violating the legal provisions in tax matters, for which purpose they will submit, to the selection, and a proof issued by the financial body; c) appear on the list of managers who have had their mandate revoked. + Article 5 ^ 1 In order to appoint the manager, the board of directors, according to the mandate of the general meeting of shareholders/associates, constitutes a selection committee having the following duties: a) the elaboration of the tender request and the selection criteria of the manager, which he submits for approval to the board of directors; b) organization and conduct of the selection contest of the manager; c) designation of the winner of the selection contest ---------- Article 5 ^ 1 has been amended by section 1. 3 3 of art. I of LAW no. 217 217 of 17 November 1998 , published in MONITORUL OFFICIAL no. 446 446 of 23 November 1998, amending section 5 5 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. + Article 6 The selection committee publishes in two newspapers of national and local spread and displays at the company headquarters the supply demand and selection criteria of the manager. ---------- Paragraph 1 of art. 6 6 has been amended by section 4 4 of art. I of LAW no. 217 217 of 17 November 1998 , published in MONITORUL OFFICIAL no. 446 446 of 23 November 1998, amending section 6 6 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. The data on the commercial company for which the manager selection competition is organized will be made available to the candidates at the place and under the conditions indicated in the notice of the offer request. ---------- Paragraph 2 of art. 6 6 has been amended by section 6 6 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. When determining the selection criteria will be considered: a) the skills of the decision-making process, probed by an appropriate test; b) completion of courses organized by institutions in the field of management and/or driving experience in a commercial company or autonomous direction; c) elaboration of proposals for restructuring, relaunch and privatization of the company, immediately applicable; d) knowledge in the field of international economic relations, probed by test; e) specialized training. + Article 7 The candidate managers shall submit the tenders, with the fulfilment of the conditions provided for by this law, as well as the selection criteria, at the headquarters of the company that launched the offer, within 30 days from the last publication of the supply request. The selection committee shall, within 15 days from the date of expiry of the deadline for the submission of tenders, proceed with the selection and ranking thereof, depending on the score obtained by each bidder. Within 10 days from the appointment of the admitted candidates will be designated the winner of the contest and the non-selected offers will be returned, with the specification of the reasons. ---------- Paragraph 2 of art. 7 7 has been amended by section 5 5 of art. I of LAW no. 217 217 of 17 November 1998 , published in MONITORUL OFFICIAL no. 446 446 of 23 November 1998, amending section 7 7 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. Within 10 days of the appointment the contractual clauses will be negotiated, starting from the criteria in the offer as a minimum basis for negotiation. The non-selected offers will be returned, with the specification of the reasons, within 60 days, from the date of their submission. + Article 8 The methodology for the selection of managers and the conclusion of the management contract will be developed by the State Property Fund, in consultation with the relevant ministries. ---------- Article 8 has been amended by section 6.6. 6 6 of art. I of LAW no. 217 217 of 17 November 1998 , published in MONITORUL OFFICIAL no. 446 446 of 23 November 1998, amending section 8 8 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. + Article 9 The management contract is concluded in written form and will be submitted, together with the signatures of the managers, to the registration, at the Trade Register Office in whose territorial area the company's headquarters are located. + Chapter 3 Management Contract + Article 10 The management contract shall include: a) Contracting Parties; b) the subject c) contract duration; d) manager's rights and obligations; e) the rights and obligations of the proprietary legal person; f) benchmarks, objectives and performance criteria; g) special clauses: guarantees, loyalty, confidentiality; h) liability of parties, criminal case, force majeure; ---------- Lit. h) a art. 10 10 has been amended by section 4.2 9 9 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. i) change of contract; j) termination and termination of the management contract; ---------- Lit. j) art. 10 10 has been amended by section 4.2 10 10 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. k) litigation; l) final provisions. The parties may stipulate other clauses. + Article 11 The management contract is concluded for a duration of 2-4 years. ---------- Paragraph 1 of art. 11 11 has been amended by section 11 11 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. Under the conditions of the performance by the acting manager of the obligations assumed by the contract, upon the expiry of the stipulated period, the parties may agree to + Article 12 The benchmarks that define the company's activity will include objective elements regarding the economic and financial situation of the company. The reference indicators shall be determined in view of the previous economic and financial year. + Article 13 The objectives and the performance criteria represent, in quantitative and value expression, the main results of the commercial company, which the manager undertakes to obtain through the management, organization and management of its activity. ---------- Paragraph 1 of art. 13 13 has been amended by section 7 7 of art. I of LAW no. 217 217 of 17 November 1998 , published in MONITORUL OFFICIAL no. 446 446 of 23 November 1998, amending section 12 12 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. The objectives and performance criteria will include: turnover; profit or other financial indicator; import-export balance; volume of investments; labour productivity. Other criteria can be provided depending on the activity profile. The State Property Fund can consult the relevant ministry on the performance criteria, in order to adapt them to the strategy envisaged for the respective field. ---------- Paragraph 4 of art. 13 13 has been amended by section 8 8 of art. I of LAW no. 217 217 of 17 November 1998 , published in MONITORUL OFFICIAL no. 446 446 of 23 November 1998, amending section 13 13 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. During the performance of the contract, the parties may, in agreement, amend the performance criteria agreed upon at the conclusion of the management contract in order to adapt them to the evolution of the conjunctural situation. The manager will present monthly to the board of directors of the company, in order to approve and inform the general meeting of shareholders/associates, the economic-financial situation, the stage of investments or any other documentation requested, targeted and certified by censors. ---------- Paragraph 6 of art. 13 13 has been amended by section 14 14 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. + Article 14 In order to achieve the performance criteria stipulated in the contract, the manager is invested by the board of directors with full powers in the organization, management and management of the business of the company, within the limits management ---------- Paragraph 1 of art. 14 14 has been amended by section 9 9 of art. I of LAW no. 217 217 of 17 November 1998 , published in MONITORUL OFFICIAL no. 446 446 of 23 November 1998, amending section 15 15 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. The manager has the following prerogatives: a) apply the strategies and policies of the development of the company, designed together with its board of directors; ---------- Lit. a) a par. 2 2 of art. 14 14 has been amended by section 4.2 10 10 of art. I of LAW no. 217 217 of 17 November 1998 , published in MONITORUL OFFICIAL no. 446 446 of 23 November 1998, amending section 16 16 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. b) selects, engages and dismisses the employees; c) the manager negotiates the collective agreement, in compliance with the revenue and expenditure budget, approved according to the law; ---------- Lit. c) a par. 2 2 of art. 14 14 has been amended by section 4.2 11 11 of art. I of LAW no. 217 217 of 17 November 1998 , published in MONITORUL OFFICIAL no. 446 446 of 23 November 1998, amending section 17 17 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. d) negotiate individual employment contracts; e) represent the company in relation to third parties; ---------- Lit. e) a par. 2 2 of art. 14 14 has been amended by section 4.2 18 18 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. f) conclude legal acts on behalf of and on behalf of the company, within the limits of the powers granted by the management board or by the management contract; ---------- Lit. f) a par. 2 2 of art. 14 14 has been amended by section 4.2 19 19 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. g) other skills established by contract. ---------- Lit. g) a par. 2 2 of art. 14 14 has been amended by section 4.2 12 12 of art. I of LAW no. 217 217 of 17 November 1998 , published in MONITORUL OFFICIAL no. 446 446 of 23 November 1998, amending section 20 20 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. + Article 15 The manager is paid, according to the management contract, as follows: a) a monthly payment that is borne from the salary fund of the company; b) participation in the profit of the company, established in proportion to the achievement of the objectives agreed in the management contract. From the share of the manager's participation in the profit of the company, 75% will be represented by shares distributed at the nominal value, against cash from this share of participation, among those issued by that agent on the market and managed by the State Property Fund. ---------- Paragraph 2 of art. 15 15 has been amended by section 13 13 of art. I of LAW no. 217 217 of 17 November 1998 , published in MONITORUL OFFICIAL no. 446 446 of 23 November 1998, amending section 21 21 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. Money rights due to the manager during the holiday period, contributions for social insurance or health insurance, due by the manager, the Romanian individual, or by the members of the managerial team, persons Romanian physical, as well as any other rights, are established, by negotiation, within the framework of the management contract. Failure to meet the objectives and performance criteria established by the management contract entails the civil liability of the manager, in accordance with the clauses agreed upon at its conclusion or by any additional acts. ---------- Article 15 has been amended by section 6.6. 21 21 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. + Article 16 The management contract shall cease by: a) the expiry of the period for which it was concluded and the parties have not renegotiated it for extension; b) revocation of the manager in case of non-fulfilment of obligations b ^ 1) the decay from the quality of manager, under the conditions established by art. 5 5 of this Law; ---------- Lit. b ^ 1) a par. 1 1 of art. 16 16 was introduced by section 4.2. 22 22 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. c) renunciation of the manager to the mandate entrusted in the event of failure to ensure the conditions provided for in the contract d) agreement of the parties e) the intervention of a case of incompatibility; f) death or placing under a court prohibition; g) judicial liquidation; ---------- Lit. g) a par. 1 1 of art. 16 16 has been amended by section 4.2 23 23 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. g ^ 1) reduction of the state's participation below 50% of the share capital of the company. ---------- Lit. g ^ 1) a par. 1 1 of art. 16 16 was introduced by section 4.2. 24 24 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. In the cases of lit. b) and c), the party concerned shall give a notice of at least 30 days. + Article 16 ^ 1 If one or more members of the managerial team become unavailable, the board of directors of the company shall: a) may endorse the completion of the managerial team, with the agreement and taking into account its proposals, by addendum to the existing management contract, under the conditions of the entire selection procedure; b) may request the selection committee to organize a new competition for filling the vacancy. ---------- Article 16 ^ 1 has been introduced by item 1. 25 25 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. + Article 17 The parties may agree that the settlement of disputes arising from the interpretation of the clauses, the conclusion, modification, execution or termination of the management contract shall be made by arbitration. + Chapter 4 Manager protection + Article 18 The manager can only be revoked for the reasons and under the conditions established by the management contract. ---------- Article 18 has been amended by section 6.6. 26 26 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. + Article 19 The manager has the right to request mediation, consulting or other protection measures from the general meeting of shareholders, confederation, federation or employers ' organization of which the company belongs, in the resolution of situations conflicting with unions and other organizations. The unresolved conflicts at these levels are resolved by the courts. + Article 20 At the end of the mandate, the members of the managerial team may be employed, on request, in the company, for a period of at least 6 months, in accordance with their professional training and with the availability of corresponding posts within the the company. ---------- Article 20 has been amended by point 27 27 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. + Chapter 5 Transitional and final provisions + Article 21 Repealed. ---------- Article 21 has been repealed by point (a) 28 28 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. + Article 22 Repealed. ---------- Article 22 was repealed by point (a). 29 29 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. + Article 23 The list comprising the managers and administrators revoked shall be drawn up by the State Property Fund and shall be communicated monthly, for display at its local branches, at the premises of the local executive authorities and at the National Registry Office Trade. ---------- Article 23 has been amended by section 6.6. 14 14 of art. I of LAW no. 217 217 of 17 November 1998 , published in MONITORUL OFFICIAL no. 446 446 of 23 November 1998, amending section 30 30 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. + Article 24 (1) The provisions of this Law shall be supplemented by the provisions of the Commercial Code and the Civil Code, in so far as they are compatible. (2) The board of directors of the company having the status of party in the management contract shall have the following duties, in addition to those provided for in Law no. 31/1990 on companies, with subsequent amendments and completions: a) tracking, monthly, the fulfillment of the obligations assumed by the management contract by the manager; b) ascertaining the conditions of termination or extension of the duration of the management contract, as applicable; c) finding the conditions of revocation of the manager, in accordance with the provisions of the law and the management contract; d) ascertaining the situation of decay from the quality of manager. ---------- Article 24 has been amended by section 4.2. 31 31 of art. I of EMERGENCY ORDINANCE no. 39 39 of 10 July 1997 , published in MONITORUL OFFICIAL no. 151 151 of 11 July 1997. + Article 25 This law shall enter into force within 15 days of its publication in the Official Gazette of Romania. This law was adopted by the Senate at the meeting of September 23, 1993, in compliance with the provisions of art 74 74 para. (2) of the Romanian Constitution. p. SENATE PRESIDENT DORU IOAN TARACILA This law was adopted by the Chamber of Deputies at the meeting of September 27, 1993, in compliance with the provisions of 74 74 para. (2) of the Romanian Constitution. p. CHAMBER OF DEPUTIES PRESIDENT RADU BERCEANU -------------