Law No. 70 of 2 April 1998 on approval of the Emergency Ordinance of Government No. 49/1997 on the establishment of the National Oil Company Petrom "J.s.c.-Bucharest PARLIAMENT ISSUING published in MONITORUL OFICIAL nr. 141 of 8 April 1998, the Parliament of Romania adopts this law: article 1 shall approve the Emergency Ordinance of Government No. 49 of 15 September 1997 on the establishment of the National Oil Company Petrom "J.s.c.-Bucharest, published in the Official Gazette of Romania, part I, no. 241 of 15 September 1997, with the following modifications: 1. Article 9 shall read as follows: Art. 9.-the rights and obligations attaching to shares of the State-owned National Oil Company Petrom "J.s.c.-Bucharest shall be exercised by the Ministry of industry and trade.
Shareholders who are individuals or legal entities, Romanian or foreign trading companies named in the annex. 2 to this emergency Ordinance will receive shares equivalent in value to the National Oil Company Petrom "J.s.c.-Bucharest, according to the law.
Up to the date of the merger, dividends will be awarded depending on the financial results of each of the merging companies. "
2. Article 11 shall read as follows: Art. 11.-powers of the general meeting of shareholders shall be laid down in the annex. 1 to this emergency Ordinance. "
3. Article 12 shall read as follows: Art. 12.-up to organization of the contest manager, according to the law, the Executive management of the company is ensured by a director-general, appointed by order of the Minister of industry and trade.
Chairman of the Board is not and general manager of the company. "
4. Article 9 of the annex. 1 shall read as follows: "ARTICLE 9 company Actions Actions shall contain all the elements provided for in law.
The company will keep track of the actions in a register numbered, sealed and initialled by the President of the Board of Directors, the register kept at its headquarters.
Natural or legal persons, Romanian and foreign, would be allowed to hold shares in the company the National Oil Petrom "J.s.c.-Bucharest, without, however, affecting the position of the State's major shareholder.
Employees of the National Oil Company Petrom S.A. "-Bucharest have a right of first refusal to purchase shares in the company at par value thereof, until the competition limit of 10% of the share capital."
5. Article 16 of annex 4. 1 shall read as follows: "ARTICLE 16 the organisation of general meeting of shareholders on the day and at the time prescribed in the notice convening the general meeting, the meeting will be opened by the Chairman of the Board of directors or the person whom you place.
The President shall designate, from among the shareholders, two or more secretaries, who will check this list of shareholders, noting that capital each represents, the report drawn up by the censors in order to establish the number of shares and the accomplishment of all the formalities required by law and the articles of Association, for the General Assembly, after which it will move on to the agenda.
Decisions of the General meetings shall be taken by open vote.
A protocol signed by the Chairman and Secretary, will ascertain the convening formalities, and at the request of the shareholders, the statements made by them in the meeting.
In the minutes it will annex instruments relating to the convocation lists, as well as the presence of shareholders.
The report will be included in the register of general meetings.
To be relied on as against third parties, the General Assembly will be submitted within 15 days at the trade register Office to be listed in the excerpt, in the register and published in the Official Gazette of Romania.
They will not be able to be executed before to comply with those formalities. "
6. Article 19 of annex 4. 1 shall read as follows: "article 19 a. powers of the Board of Directors the Board of Directors has in the main following tasks: a) approve the conclusion of rental contracts (rent or lease decision making);
b) sets out the policy of marketing;
c) subject to the annual general meeting of shareholders shall, within 60 days after the end of the financial year, the report on the work of the company, the balance sheet and the profit and loss account on the previous year, and the draft work schedule and the project budget of the company for the year in progress;
d) collective labour contract negotiations, along with representatives of employees;
e) delegate series of its competences, which conferred on it under the law, a Committee of Directors.
B. tasks of the Director-general the Director-general of the National Oil Company Petrom "J.s.c.-Bucharest represents the company in relation to third parties, in which the purpose is invested by the Board of Directors with decision-making powers in the Organization and leadership of its activity.
The Director general of the National Oil Company Petrom "J.s.c.-Bucharest meets the following duties: a) apply the strategy and policies of the company, be determined by the Board of Directors;
b) selects, hires, promotes, and fired the staff of the employee;
c) collective labour contract negotiations, within the limits of the mandate conferred by the Board of Directors, in compliance with the budget of revenue and expenditure, approved by law;
d) negotiated under the law, individual employment contracts;
e legal acts) concluded in the name and on behalf of the company, within the limits of the powers granted by the Board of Directors;
f) sets out the duties and responsibilities of the personnel of the company, on the bins;
g) approve operations of receipts and payments, according to legal competence;
f) approve the operations of buying and selling of goods, in accordance with legal competence. "
7. Article 20 of the annex. 1 shall read as follows: "ARTICLE 20 the Steering Committee the Steering Committee is composed of the Director-general and Executive Directors and is appointed by the Board of Directors.
The Steering Committee shall meet whenever necessary in order to resolve the current problems in the stock of the company.
The Steering Committee shall submit activity report or the Board of Directors. "
8. Article 21 of the annex. 1 shall read as follows: "ARTICLE 21 Auditors ' Commission Management company is controlled by the shareholders and the auditing Commission, composed of three members appointed in the manner similar to the appointment of Board members.
Will be declared, also 3 censors replacements. At least one of the censors must be chartered accountant or certified public accountant.
In circumstances where the State owns more than 20% of the share capital, one of the censors will be recommended by the Ministry of finance.
The auditing Commission shall present to the shareholders, at their request, data on the activity of the company, the assets and liabilities, profits and losses, for the purpose of exercise of rights and obligations.
The auditing Commission shall have the following main tasks: to) during the financial year check management of fixed assets and circulating funds, portfolio effects, and records of accounts and shall inform the Board of Directors upon irregularities;
(b) after the end of the financial year) controls the accuracy of the inventory of documents and information submitted by the Board of Directors over the company's accounts, the balance sheet and the profit and loss account, the general meeting of shareholders by presenting a written report;
c) the liquidation company controlling the operations of liquidation;
d) presents the general meeting of shareholders or of the views of the proposed reduction of share capital or for the amendment of the Statute and of the object of activity of the company.
Censors are forced, too: a) to make every month and unannounced inspections of the House, and to verify the existence of securities or values which are the property of the company or that have been received in pledge, bail deposit times;
(b)) to take part in the General meetings of shareholders, ordinary and extraordinary, aiming at inserting into the agenda of proposals they consider necessary;
c) to find regular submission of the guarantee on the part of managers;
(d) to ensure that the provisions of) the law of the contract or the staff regulations to be complied with by administrators and liquidators.
The auditing Commission shall meet at the headquarters of the company and shall take its decisions unanimously. If unanimity is not carried out, the report shall be submitted to the General Assembly of the divergence of shareholders.
The auditing Commission may convene an extraordinary general meeting of shareholders, if it was not convened by the Board of Directors, where share capital decreased by more than 10% for 2 consecutive years or whenever they deem it necessary for other cases concerning the violation of legal and statutory provisions.
The functions and mode of operation of the Audit Commission and the rights and obligations of Auditors is supplemented by statutory provisions in this area.
Censors and censors alternates are appointed for a period not exceeding 3 years and may and re-elected.
Are incompatible with the censor people who fall under the provisions of art. the last paragraph 18 of this Statute, as well as those who are relatives or affine transformation up to the fourth degree inclusive, or wives, those receiving administrators in any form for other functions than that of trustee, a salary or remuneration to administrators or from the company.
Revocation of the auditor will be able to do only by the general meeting of shareholders, the vote required in extraordinary meetings. "
9. Article 34 of the annex. 1 shall read as follows: "ARTICLE 34 amendment of legal company form can be transformed into another form of society, through a special law."
Article 2 the Government's Emergency Ordinance No. 49/1997 on the establishment of the National Oil Company Petrom "J.s.c.-Bucharest, as amended by this law, shall the Republic Official Gazette of Romania, part I. This law was adopted by the Chamber of deputies at its meeting of 9 March 1998, in compliance with the provisions of art. 74 para. (1) of the Constitution of Romania.
p. CHAMBER of DEPUTIES PRESIDENT ANDREW JOHN CHILIMAN this law was adopted by the Senate at its meeting of 9 March 1998, in compliance with the provisions of art. 74 para. (1) of the Constitution of Romania.
p. SENATE CHAIRMAN MIRCEA IONESCU-QUINTUS-----------