Fondul Proprietatea (FP) has requested the convocation of Hidroelectrica’s ordinary shareholders’ meeting in order to ask shareholders to replace four members of the Supervisory Board. According to a press release, the four members in question are: Ioana Andreea Lambru (President of the Supervisory Board), Laurentiu Dan Tudor (Member), Horia Marian Gambuteanu (Member) and Andreea Negru Ciobanu (Member). They were appointed, on a four-month interim mandate, on April 19, 2017.
The Fund’s request is based on the grounds that the respective Board members did not oppose an arbitrary proposal for the replacement of Petronel Chiriac, member of the Directorate, with Adrian Constantin Volintiru, the proposal being made without running a proper transparent selection procedure first,” FP officials claim.
Fund believes that disregarding the achievements of the current Directorate members so far and the need for a thorough analysis of the professional abilities and expertise required for this specific position, the four Board members have effectively breached the principles of Hidroelectrica’s Code of Ethics and the principles of the Corporate Governance Code.
FP sustains that there has been no evaluation report on the activity of the Directorate member to be revoked, Petronel Chiriac, and no analysis to justify such a decision;
At the same time, one of the Board members, Andreea Negru Ciobanu, proposed a new Directorate member simply by bringing in front of the Supervisory Board a CV of the candidate (Adrian Constantin Volintiru), in spite of the need for a transparent appointment procedure;
“The four Board members deliberately ignored and breached Hidroelectrica’s Code of Ethics which stipulates that: “the recruitment/promotion of the personnel must be made in a transparent manner, taking into consideration the necessary professional experience and integrity,” the release reads.
Moreover, the proposed revoking of Directorate member did not take into consideration the outstanding financial results of the company – a Q1 2017 pre-tax profit which is 38 percent higher than in the same period of 2016, a year of record profits in the company’s history.
“Appointing new members of the Directorate for a four-month mandate, with no experience whatsoever in the company and in executive positions in the electricity generation sector, by replacing highly qualified professionals is jeopardizing Hidroelectrica’s excellent results and goes against the company’s and the shareholders’ interests,” Greg Konieczny, CEO and Portfolio Manager of Fondul Proprietatea, states.
According to FP representatives, this situation is “an unprofessional, irrational and completely unacceptable practice”.
Konieczny says that the inability to carry out long-term development plans during a period of successive interim mandates attributed to inexperienced professionals at the Board level has indefinitely delayed the perspective of an IPO at Hidroelectrica.
“Unless our proposals are quickly taken into consideration and implemented, the company’s latest record profitability and operational performance are at risk at being reversed,” FP concludes.