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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Law No 66 of 7 October 1993 (* updated *) management contract law (updated until July 25, 2000)-PARLIAMENT ISSUING — — — — — — — — — — — — — *) form of this updated regulatory action until 25 July 2000 is carried out by the legal department within the S.C. "territorial Center of Electronic Computing" Piatra-Neamt by including all changes and completarilor brought by: EMERGENCY ORDINANCE nr. 39 of 10 July 1997; Law No. 217 of 17 November 1998; EMERGENCY ORDINANCE No. 49 of 22 April 1999 *) rejected by law No. 136 of 21 July 2000.
The contents of this act belongs exclusively to the territorial Computing Centre S.C. Electronics S.A. Piatra-Neamt and is not an official document, being intended for the information of the user.
*) NOTE: CHARLOTTETOWN C.T.C.E. S.A. under art. 5 of the EMERGENCY ORDINANCE nr. 49 of 22 April 1999, published in Official Gazette No. 170 of 22 April 1999, the date of entry into force of this emergency Ordinance shall repeal Law management contract No. 66/1993, as amended and supplemented, and art. 12-14 of law No. 15/1990 on the reorganization of State-owned economic units as 1900 and companies.
C.T.C.E. S.A.) Note PIATRA NEAMŢ: according to art. in accordance with law No. 136 of 21 July 2000, published in MONITORUL OFICIAL nr. 345 of 25 July 2000, the Government Emergency Ordinance nr. 49 of 22 April 1999 on the administration of companies/corporations, companies, the State or a local government authority is the majority shareholder, and autonomous public corporations, published in the Official Gazette of Romania, part I, no. 170 of 22 April 1999.
Romanian Parliament adopts this law.


Chapter 1 General provisions Article 1 the management Contract is a legal agreement between the person who carries out an economic activity, as the owner, and a manager to whom is entrusted with organizing, managing and directing the work of the owner, on the basis of objective and quantifiable performance criteria, in Exchange for a payment.
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Art. 1 was amended by section 1 of article. 1 of law No. 217 of 17 November 1998, published in MONITORUL OFICIAL nr. 446 of 23 November 1998, amending section 1 of article. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.


Article 2 the provisions of this law shall apply to companies in which the State holds shares relating to a rate of at least 50% of the share capital, including those resulting from the reorganisation of autonomous public corporations.
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Art. 2 was amended by paragraph 2 of article 9. 1 of law No. 217 of 17 November 1998, published in MONITORUL OFICIAL nr. 446 of 23 November 1998, amending paragraph 2 of art. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.


Chapter 2 the parties to the contract management Article 3 Are parties to the contract: the company-through) the Board or the Management Board;
  

b-Team Manager) made up of a maximum of seven individuals, Romanian or foreign, or a natural or legal person, Romanian or foreign.
  

The Manager exercises the powers determined by the contract of management.
The Manager, John Fahy, a member of the management team, appointed by the other members of the team, or one of the legal representatives of the Manager, a legal entity, as applicable, is part, without voting rights and compensation, the Board of Directors of the company who has the status of a party to the contract management.
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Art. 3 was amended by section 3 of article 9. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.


Article 4 May acquire the status of managers: 1. Romanian or foreign natural persons that meet the following cumulative conditions: (a)) have the capability of full exercise;

b) experience in the field or have appropriate vocational training, certified by official documents;
  

c) have favourable references from the last professional job or at times a managers managers companies with identical or similar to that of the company for which the contract is concluded.
  

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Lit. c) a, point 1 of article 2. 4 was amended by paragraph 4 of art. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.
2. Romanian or foreign legal persons who fulfil the following conditions: a) have legal personality as evidenced with official acts;
  

b) have activity and experience in the field of management;
  

c) prove creditworthiness by laws.
  


Article 5 cannot have membership manager: 1. individuals who have: (a)) quality of manager or administrator from another company;
  

b) underwent final criminal convictions that make them incompatible with this quality;
  

c) appear on the list of managers and administrators who have been revoked its mandate;
  

d) were sanctioned for violating laws in tax matters;
  

It's) own shares or shares them, their family members and relatives up from grade II to another company whose main activity is similar to that of the company interested in contract management.
  

Individuals will make the selection statement, indicating that they are not incompatible, as long as appropriate, and the supporting documents;
2. legal entities: a) have been declared bankrupt;
  

b) were sanctioned for violating laws in tax matters, in the end, that will be submitted to the selection, and evidence issued by the financial body;
  

c) appear on the list of managers who have been revoked its mandate.
  


Article 5 ^ 1 for the purposes of the designation of the Manager, the Board of Directors, in accordance with the mandate of the General Assembly of shareholders/members, constitute a Committee of selection having the following functions: (a) drafting of the request for tender) and the criteria for the selection of the Manager, which it shall submit to the Board for approval;
  

b) Organization and conduct of the competition for the selection of the Manager;
  

c contest winner) designation.
  

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Art. 5 ^ 1 was amended by section 3 of article 9. 1 of law No. 217 of 17 November 1998, published in MONITORUL OFICIAL nr. 446 of 23 November 1998, amending section 5 of art. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.


Article 6 the selection published in two newspapers of national and local prevalence and displays on the premises of company offer and application criteria for the selection of the Manager.
— — — — — — — — —-. 1 of art. 6 was amended by paragraph 4 of art. 1 of law No. 217 of 17 November 1998, published in MONITORUL OFICIAL nr. 446 of 23 November 1998, which amends section 6 of article. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.
Company data for the competition for the selection of the Manager will be made available to candidates at the place and on the conditions specified in the notice of the request for quotation.
— — — — — — — — —-. 2 of art. 6 was amended by section 6 of article. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.
The selection criteria will be considered: a) related decision making skills, proved by a test;
  

b) graduation courses organised by the institutions in the field of management and/or leadership experience in a firm or directing;
  

(c) elaboration of proposals) restructuring, revival and privatisation of the company immediately;
  

d) knowledge in international economic relations, proven through test;
  

e) specialized preparation.
  


Article 7 Managers candidates submitted with the fulfilment of the conditions laid down in this law, as well as the criteria for selection, the headquarters of the company that launched the offer within 30 days after the last publication of the request for quotation.
The selection Committee shall, within 15 days from the date of expiry of the deadline for the submission of tenders, selecting and prioritizing them, depending on the score obtained by each bidder. Within 10 days of the appointment of the candidates will be the winner of the contest and will be returned to the offers, specifying the reasons for the non-selected.
— — — — — — — — —-. 2 of art. 7 was amended by section 5 of art. 1 of law No. 217 of 17 November 1998, published in MONITORUL OFICIAL nr. 446 of 23 November 1998, which amended point 7 of article. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.
Within 10 days of the designation will negotiate contractual terms, it being presumed that the criteria of minimal basis for negotiation.
Bids will be returned to the unselected, specifying reasons within 60 days of the date thereof.


Article 8 the methodology concerning selection of managers and contract management will be elaborated by the State property Fund, in consultation with the relevant ministries.
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Art. 8 was amended by section 6 of article. 1 of law No. 217 of 17 November 1998, published in MONITORUL OFICIAL nr. 446 of 23 November 1998, which amends section 8 of art. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.



Article 9 management Contract shall be concluded in written form and shall be filed, together with the signatures of the managers, for the record, the trade registry office in whose territory is situated the headquarters of the company.


Chapter 3 article 10 management contract management Contract shall comprise: (a) the Contracting Parties);
  

b) object of the contract;
  

(c) the duration of the contract);
  

d) rights and obligations of the Manager;
  

e) rights and obligations of the legal person owning;
  

f) reference indicators, targets and performance criteria;
  

g) special clauses: warranties, loyalty, confidentiality;
  

h) liability of the parties, the cause, the force majeure;
  

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Lit. h) of art. 10 amended by point 9 of article. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.

I) amendment of the contract;
  

j) termination and termination of contract management;
  

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Lit. j) of art. 10 was amended by paragraph 10 of article 10. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.

k) litigation;
  

l) final provisions.
  

The parties may stipulate and other clauses.


Article 11 the management Contract is concluded for a duration of 2-4 years.
— — — — — — — — —-. 1 of art. 11 has been changed from point 11 of article 1. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.
Under the terms of completion of the incumbent Manager of the obligations assumed by contract, at expiry, the parties may agree to extend the contract.


Article 12 reference indicators which define the company's activity will involve elements of objective economic and financial situation of the company.
Reference indicators determine the Minde in view of economic and financial exercise.


Article 13 the objectives and performance criteria are quantitative and value expression, the main results of the trading company, which the Manager undertakes to obtain them through leadership, organizing and managing its activity.
— — — — — — — — —-. 1 of art. 13 has been amended point 7 of article. 1 of law No. 217 of 17 November 1998, published in MONITORUL OFICIAL nr. 446 of 23 November 1998, which amends point 12 of article 4. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.
The objectives and performance criteria will be required: turnover; profit or financial indicator of synthesis; import-export balance; the volume of investments; non-farm productivity.
Depending on the profile of activity can be provided and other criteria.
State property Fund may refer to the Minister regarding the performance criteria, in order to adapt them to the strategy expected for this area.
— — — — — — — — —-. 4 of art. 13 was amended by section 8 of article. 1 of law No. 217 of 17 November 1998, published in MONITORUL OFICIAL nr. 446 of 23 November 1998, which amends point 13 of article. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.
During the execution of the contract, the parties may, by common agreement, modify performance criteria agreed at the conclusion of the contract for the management, in order to adapt them to the conjectural situation.
The Manager will present monthly Board of Directors of the company, for the purpose of approval and inform the general meeting of shareholders/members, economic and financial situation, the stage of completion of the investment, or any other requested documentation, and auditing certificates.
— — — — — — — — —-. 6 of art. 13 has been amended point 14 of article. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.


Article 14 in order to achieve the performance criteria laid down in the contract, the Manager is vested by the Board of Directors with full powers to organize, manage and lead the work of the company, within the limits established by the contract management — — — — — — — — —-. 1 of art. 14 was modified by point 9 of article. 1 of law No. 217 of 17 November 1998, published in MONITORUL OFICIAL nr. 446 of 23 November 1998, which amends point 15 of article 2. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.
The Manager has the following powers: a) apply development policies and strategies of the company, together with its Board of Directors;
  

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Lit. of paragraphs 1 to 5). 2 of art. 14 was amended by paragraph 10 of article 10. 1 of law No. 217 of 17 November 1998, published in MONITORUL OFICIAL nr. 446 of 23 November 1998, amending paragraph 16 of article. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.

b) selects, hires and fired the staff of the employee;
  

c) collective agreement negotiating Manager workplace, with due regard to the revenue and expenditure budget, approved by law;
  

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Lit. c) of paragraph 2. 2 of art. 14 has been amended point 11 of article 1. 1 of law No. 217 of 17 November 1998, published in MONITORUL OFICIAL nr. 446 of 23 November 1998, which amends point 17 of article. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.

d) negotiated individual employment contracts;
  

e) represents the company in dealings with third parties;
  

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Lit. s) para. 2 of art. 14 has been amended pct, article 18. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.

f) conclude legal acts in the name and on behalf of the company, within the limits of the powers granted by the Board of directors or by contract management;
  

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Lit. f) of paragraph 2. 2 of art. 14 has been amended pct, article 19. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.

g) other abilitari established by contract.
  

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Lit. g) of paragraph 1. 2 of art. 14 has been amended item 12 of article. 1 of law No. 217 of 17 November 1998, published in MONITORUL OFICIAL nr. 446 of 23 November 1998, amending article 20 pct. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.


Article Manager is paid according to the contract management as follows: payment of a monthly) that it supports the salary of the company;
  

b) participation in company profits, determined in proportion to the degree of achievement of the objectives agreed in the contract of management.
  

Share of profit from the trading company Manager, 75% will be distributed at nominal value shares against cash from this listing, of those issued by the agent on the market and managed by State property Fund — — — — — — — — —-. 2 of art. 15 was changed from point 13 of article. 1 of law No. 217 of 17 November 1998, published in MONITORUL OFICIAL nr. 446 of 23 November 1998 amending the pct, article 21. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.
Money Manager's rights due maternity rest period, contributions to social security or health insurance, due to the individual Manager, Romanian, or members of the management team, individuals, as well as any other rights which are established through negotiation, within the framework of contract management.
Failure to comply with the objectives and performance criteria established by the management contract shall entail the liability of the Manager, in accordance with the terms agreed at its conclusion or by any amendments.
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Art. 15 was modified by pct article 21. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.


Article 16 management Contract is terminated by a) expiry of the period for which it has been concluded and the parties have not renegotiated with a view to continuation;
  

b) in the case of revocation of the Manager's failure to comply with the obligations under the contract;
  

b ^ 1) revocation of status of manager, under the conditions laid down in articles 81 and 82. 5 of this law;
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Lit. b ^ 1) para. 1 of art. 16 was introduced by the pct, article 22. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.

c) surrendering to the mandate entrusted to the Manager in the case of the conditions laid down in the contract neasigurarii times in other compelling situations;
  

d) consent of the parties;
  

It's a case of intervening) incompatibility;
  

f) death or putting under judicial interdiction;
  

g) judicial winding-up;
  

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Lit. g) of paragraph 1. 1 of art. Amended 16 of point a of article 23. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.
g ^ 1) reduce the marketability of the State under 50% of the share capital of the company.
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Lit. g ^ 1) para. 1 of art. 16 was introduced by paragraph 24 of article. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.
In cases where point (b). b) and (c)), the case will be given advance notice of at least 30 days.


Article 16 ^ 1 where one or more members of the management team become unavailable, the Board of Directors of the company:


can deliver to) completing the management team, with the agreement and taking into account its proposals through the addendum to existing management contract, under the browsing of the entire selection procedure;
  

b) may ask the Commission to organise a new selection contest to fill the post vacant.
  

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Art. 16 ^ 1 was introduced by the pct, article 25. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.


Article 17 the parties may agree that the settlement of disputes stemming from the interpretation of the clauses, the conclusion, execution or termination of management to be done through arbitration.


Chapter 4 article 18 Protection Manager Manager cannot be removed except for the reasons and under the conditions laid down in the management agreement.
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Art. 18 was amended by point 26 of article. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.


Article 19 the Manager has the right to request mediation, consultancy or other protective measures from the general meeting of shareholders, the Confederation, Federation or employers ' organization in which the company, in the resolution of conflict situations with trade unions and other organizations.
Unresolved conflicts at these levels to solve by courts.


Article 20 at the conclusion of their mandate, the members of the management team may be employed in work, on request, in the company for a period of at least six months, in accordance with their professional preparation and with the availability of corresponding positions within the company.
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Art. 20 was modified by pct article 27. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.


Chapter 5 transitional and final Provisions Article 21 Repealed.
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Art. 21 was repealed by article 28 pct. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.


Article 22 Repealed.
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Art. 22 pct was repealed by article 29. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.


Article 23 the list of managers and administrators to cancel shall be drawn up by the State property Fund and shall be made monthly, for display at its local subsidiaries, local offices of the executive authorities and the national trade register Office.
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Art. 23 was amended by the pct, article 14. 1 of law No. 217 of 17 November 1998, published in MONITORUL OFICIAL nr. 446 of 23 November 1998, which amends point 30 of article 1. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 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, to the extent that they are compatible.
  

(2) the Board of Directors of the company who has the status of a party to the contract management has the following powers in addition to those provided for in law No. 31/1990 on commercial companies, as amended and supplemented: a monthly tracking) of the fulfilment of the obligations assumed by the contract management by the manager;
  

(b) termination conditions for finding) or the extension of the duration of the contract management as appropriate;
  

c cancellation conditions) finding of the Manager, in accordance with the provisions of law and contract management;
  

(d) revocation situation) finding from the quality manager.
  

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Art. 24 has been amended item 31 of article. From the EMERGENCY ORDINANCE nr. 39 of 10 July 1997, published in Official Gazette No. 151 of 11 July 1997.


Article 25 this Act comes into force shall, within 15 days after its publication in the Official Gazette of Romania.
This law was adopted by the Senate at its meeting on 23 September 1993, in compliance with the provisions of art. 74 para. (2) of the Constitution of Romania.
p. DANIELS SENATE PRESIDENT KEVIN this law was adopted by the Chamber of deputies at its meeting on 27 September 1993, in compliance with the provisions of art. 74 para. (2) of the Constitution of Romania.
p. GILBERT CHAMBER of DEPUTIES PRESIDENT R — — — — — — — — — — — —-