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Law No. 70 Of 2 April 1998 On Approval Of The Government Emergency Ordinance Nr. 49/1997 On The Establishment Of The National Oil Company Petrom "j.s.c.-Bucharest

Original Language Title:  LEGE nr. 70 din 2 aprilie 1998 pentru aprobarea Ordonanţei de urgenţă a Guvernului nr. 49/1997 privind înfiinţarea Societăţii Naţionale a Petrolului "Petrom" - S.A. Bucureşti

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LEGE no. 70 70 of 2 April 1998 for approval Government Emergency Ordinance no. 49/1997 on the establishment of the National Oil Society "Petrom"-S.A. Bucharest
ISSUER PARLIAMENT
Published in OFFICIAL MONITOR no. 141 141 of 8 April 1998



The Romanian Parliament adopts this law + Article 1 Approval Government Emergency Ordinance no. 49 49 of 15 September 1997 on the establishment of the National Oil Society "Petrom"-S.A. Bucharest, published in the Official Gazette of Romania, Part I, no. 241 of 15 September 1997, with the following amendments: 1. Article 9 shall read as follows: "" Art. 9. -The rights and obligations related to the state property of the National Oil Company "Petrom"-S.A. Bucharest are exercised by the Ministry of Industry and Commerce. Shareholders, natural or legal persons, Romanian or foreign, to the companies nominated in Annex no. 2 to this emergency ordinance will receive equivalent shares in the National Oil Company "Petrom"-S.A. Bucharest, under the law. Until the date of the merger, the dividends will be awarded according to the financial results of each merging company. " 2. Article 11 shall read as follows: "" Art. 11. -The duties of the general meeting of shareholders are set out in Annex no 1 to this emergency ordinance. " 3. Article 12 shall read as follows: "" Art. 12. -Until the organization of the manager contest, under the law, the executive management of the company is provided by a general manager, appointed by order of the Minister of Industry and Commerce. The chairman of the board of directors is also not the general manager of the company. 4. Article 9 of Annex no. 1 1 will have the following contents: "" ARTICLE 9 Actions The shares of the company will include all elements provided by law. The Company shall keep records of the shares in a numbered register, sealed and initialled by the Chairman of the Management Board, which shall be kept at its premises. Individuals or legal entities, Romanian and foreign, will be able to hold shares of the National Oil Company "Petrom"-S.A. Bucharest, without affecting the position of the majority shareholder state. The employees of the National Oil Society "Petrom"-S.A. Bucharest have the right of preemption for the purchase of shares of the company, at their nominal value, up to the competition of the limit of 10% of the share capital. " 5. Article 16 of Annex no. 1 1 will have the following contents: "" ARTICLE 16 Organisation of general meeting of shareholders On the day and at the time provided for in the convocation, the meeting of the general meeting will be opened by the chairman of the board of directors or by the person holding his The president will designate, among the shareholders, two or more secretaries, who will check the list of shareholders ' presence, mentioning the capital they each represent, the minutes drawn up by the censors for the finding of the number of shares filed and the fulfillment of all the formalities required by law and status, for the holding of the general assembly, after which it will be passed to the agenda. Decisions of general meetings shall be taken by open vote. A minutes, signed by the president and the secretary, will find the fulfillment of the convocation formalities, and at the request of the shareholders, the statements made by them in the meeting. The minutes will annex the acts relating to the convocation, as well as the lists of the presence of shareholders. The minutes will be passed in the general assembly register. In order to be opposable to third parties, the decisions of the general meeting will be submitted, within 15 days, to the trade register office, to be mentioned, in extract, in the register and published in the Official Gazette of Romania. They will not be able to be executed before these formalities are brought to fruition. " 6. Article 19 of Annex no. 1 1 will have the following contents: "" ARTICLE 19 A. The duties of the Management Board The Management Board shall, in particular, have the following tasks: a) approve the conclusion of rental contracts (taking or rent); b) determine the marketing policy; c) submit annually to the general meeting of shareholders, within 60 days from the end of the financial year, the report on the activity of the company, the balance sheet and the profit and loss account for the previous year, as well as the draft work programme and the draft budget of the company for the current year; d) negotiate the collective agreement, together with the employees ' representatives; e) delegate a series of its powers, which accrue to it according to the law, to a steering committee. B. Duties of the Director The Director General of the National Oil Society "Petrom"-S.A. Bucharest represents the company in relation to third parties, for which purpose is invested by the board of directors with decision-making powers in the organization and management of the activity its. The Director General of the National Oil Society "Petrom"-S.A. Bucharest performs the following tasks: a) apply the strategy and policies of development of the company, established by the board of directors; b) selects, engages, promotes and dismisses employees; c) negotiate the collective labor contract, within the mandate given by the board of directors, in compliance with the revenue and expenditure budget, approved according to the law; d) negotiate, under the law, individual employment contracts; e) conclude legal acts, on behalf of and on behalf of the company, within the limits of the powers granted by the Management Board; f) establishes the duties and responsibilities of the company's personnel, on compartments g) approves the operations of receipts and payments, according to legal competences; f) approves the operations of purchase and sale of goods, according to the legal powers. " 7. Article 20 of Annex no. 1 1 will have the following contents: "" ARTICLE 20 Steering Committee The Steering Committee shall consist of the Director General and the Executive Directors and shall be appointed by the Management Board The Steering Committee shall meet whenever necessary for the operational resolution of the current problems of the company. The Steering Committee shall submit its activity report to the Management Board. " 8. Article 21 of Annex no. 1 1 will have the following contents: "" ARTICLE 21 Committee of censors The management of the company is controlled by the shareholders and the censor committee, consisting of 3 members appointed similarly to the appointment of the members of the board of directors. alternate censors will also be appointed. At least one of the censors must be an authorized accounting or accounting expert. Given that the state has more than 20% of the share capital, one of the censors will be recommended by the Ministry of Finance. The Audit Committee shall submit to the shareholders, at their request, data on the activity of the company, the situation of the patrimony, profit and losses, for the purpose of exercising their rights and obligations. The Audit Committee shall have the following main tasks: a) during the financial year check the management of fixed assets and circulating means, the portfolio of effects, the house and books of bookkeeping and inform the board of directors of the irregularities found; b) at the end of the financial year control the accuracy of the inventory, documents and information presented by the board of directors on the accounts of the company, balance sheet and profit and loss account, presenting general meeting of shareholders a written report; c) the liquidation of the company controls the liquidation operations; d) presents to the general meeting of shareholders his point of view on proposals to reduce the share capital or to modify the status and object of activity of the company. Censors are also obliged: a) to make, every month and unannounced, inspections of the house and to verify the existence of securities or values that are the property of the company or that have been received in the pledge, bail or deposit; b) take part in the general meetings of the shareholders, ordinary and extraordinary, following the insertion in the agenda of the proposals they will consider necessary; c) to find the regular deposit of the guarantee from the administrators; d) to ensure that the provisions of the law, of the contract of society or of the statute are met by administrators and liquidators. The censor committee meets at the company's headquarters and makes decisions unanimously. If unanimity is not achieved, the divergent ratio shall be submitted to the general meeting of shareholders The Audit Committee may convene the extraordinary general meeting of shareholders, if it has not been convened by the board of directors, where the share capital has diminished by more than 10% for 2 consecutive years or more than 10%. how many times it considers necessary for other situations regarding the violation of legal and statutory provisions. The duties and functioning of the censor committee, as well as the rights and obligations of the censors shall be supplemented by the legal provisions in this field. Censors and alternate censors shall be appointed for a maximum period of 3 years and may also be re-elected. They are incompatible with the quality of censor persons who fall under the provisions of art. 18 the last paragraph of this Statute, as well as those who are relatives or afini up to the fourth degree inclusive or the spouses of the administrators, those who receive in any form, for functions other than that of censor, a salary or a remuneration of to administrators or from the company. The revocation of censors will be possible only by the general meeting of shareholders, with the vote required at extraordinary meetings. " 9. Article 34 of Annex no. 1 1 will have the following contents: "" ARTICLE 34 Amendment of legal The company will be able to be transformed into another form of society by a special law. " + Article 2 Government Emergency Ordinance no. 49/1997 on the establishment of the National Oil Society "Petrom"-S.A. Bucharest, with the amendments made by this law, will be republished in the Official Gazette of Romania, Part I. This law was adopted by the Chamber of Deputies at its meeting on March 9, 1998, in compliance with the provisions of 74 74 para. (1) of the Romanian Constitution. p. ROOM PRESIDENT DEPUTIES ANDREI IOAN CHILIMAN This law was adopted by the Senate at the meeting of March 9, 1998, in compliance with the provisions of art 74 74 para. (1) of the Romanian Constitution. p. SENATE PRESIDENT MIRCEA IONESCU-QUINTUS -----------