Fondul Proprietatea has announced that it is very disappointed with the decisions taken at the latest ordinary General Shareholders Meeting (“GSM”) at C.N. Administratia Porturilor Maritime S.A. Constanta (“Portul Constanta”/ “APM”), held on 17 December 2018, regarding the appointment of 4 fully-termed members to the Board of Directors. “This was done without transparently communicating prior to the GSM to the minority shareholder any information on the names of the appointees, their qualifications and the selection processes leading to their nomination,” a press release says.
Despite Fondul Proprietatea’s flagging the transparency breaches prior to the GSM, the Ministry of Transport, the majority shareholder at APM, carried on with the decision to appoint the members of the Board and failed to comply with the corporate governance legislation currently in place. The current composition of the Board includes two executive directors of the company, while two other members are in potential conflict of interest, in Fondul Proprietatea’s view, considering their current employment and affiliations.
Following Portul Constanta’s GSM decision which ignored Fondul Proprietatea’s warning, Johan Meyer, CEO of Franklin Templeton Investments Management Limited Bucharest Branch and Portfolio Manager of Fondul Proprietatea, made the following statement: “Fondul Proprietatea has not received before the GSM any information on the candidates for the Board of APM, proving once again the Ministry of Transport’s total lack of goodwill in complying with legal transparency obligations. Moreover, among the 4 new appointees, 3 have already been serving as interim members of the Board, a situation which raises serious questions about the fairness of the selection process.”
“Fondul Proprietatea reiterates its determination to use all legal means at its disposal to protect the interests of the company and the observance of minority shareholders rights granted by the law“, FP concludes.