2004年-世界发展银行全球_Corporate_Governance_Country_Assessment___Romania_36页_967kb

Corporate Governance Assessment of Romania (2004 ROSC Report)

I. Executive Summary

This report evaluates Romania's corporate governance policy framework and enforcement practices, updating the 2002 assessment. It highlights both strengths and weaknesses in the system and provides policy recommendations to improve compliance with international standards.

Key Issues and Developments

• Romania's corporate governance has been influenced by its EU accession process and the transformation of its capital markets.
• Legislative reforms since 2002 have enhanced protections for minority shareholders, particularly through the 2002 and 2004 revisions of the securities laws.
• The report recommends strengthening the mandate and resources of the CNVM (National Securities Commission), improving the Corporate Governance Code, and revising the Company Law to better protect shareholder rights.

II. Capital Markets and Institutional Framework

Market Structure

• Romania has two stock exchanges: BSE (Bucharest Stock Exchange) and Rasdaq.
• BSE lists 62 companies, with the top 10 accounting for ~87% of market capitalization.
• Rasdaq lists 4,442 issues, representing ~15% of all joint stock companies.
• No companies are listed abroad or have issued ADRs/GDRs.

Ownership Trends

• Ownership is consolidating, with a decline in public and listed companies.
• State continues to hold significant stakes in many companies (90% of listed companies via APAPS), and some have golden shares.
• Institutional investors include the five SIFs (Financial Investment Companies), which are major shareholders in banks and listed companies.

Legal and Regulatory Framework

• Corporate governance is based on civil law, with some influence from common law.
• Law 31/1990 (Company Law) and Law 297/2004 (Capital Market Law) form the core of the legal framework.
• CNVM is the securities regulator, with administrative powers and the ability to impose fines, though its budget is approved by Parliament and its pay scale is low compared to the private sector.

III. Review of Corporate Governance Principles

Section I: The Rights of Shareholders

Principle IA: Shareholder Rights

• Assessment: Partially observed
• Key Points:
  • Shareholders have basic rights, including voting, access to information, and profit sharing.
  • The lack of regulation on nominee ownership, beneficial owners, and custodian duties is a legal weakness.
  • The 2004 securities law introduced a central depository, expected to operate by late 2005.

Principle IB: Participation in Fundamental Corporate Decisions

• Assessment: Largely observed
• Key Points:
  • Major transactions require extraordinary general meetings (EGMs).
  • Pre-emptive rights for new share issues are protected, though privatization contracts are exempt.
  • Net asset calculations for large asset sales are ambiguous and should be clarified.

Principle IC: Effective Participation and Voting

• Assessment: Largely observed
• Key Points:
  • Shareholders must be informed of meeting details and voting procedures.
  • Proxy voting is allowed, but electronic and postal voting are not.
  • The notice period for AGMs is 15 days, and the report recommends extending it to 30 days.

Principle ID: Disclosure of Disproportionate Control

• Assessment: Partially observed
• Key Points:
  • Voting caps and golden shares exist but are not fully disclosed.
  • Indirect ownership is not required to be disclosed, creating transparency issues.
  • The report recommends full disclosure of indirect ownership and control, and the inclusion of shareholder agreements in disclosures.

Principle IE: Efficient and Transparent Markets for Corporate Control

• Assessment: Largely observed
• Key Points:
  • Takeover rules have been updated, requiring public tender offers for control positions.
  • However, privatization is exempt from these rules, creating a potential loophole.
  • The report suggests removing this exemption and regulating delisting processes.

Principle IF: Consideration of Voting Costs and Benefits

• Assessment: Materially not observed
• Key Points:
  • Institutional investors, especially SIFs, actively exercise voting rights.
  • There is no requirement for disclosure of voting policies.
  • The report recommends aligning voting policy disclosure with OECD standards.

Section II: Equitable Treatment of Shareholders

Principle IIA: Equitable Treatment

• Assessment: Partially observed
• Key Points:
  • Shareholders of the same class must be treated equally.
  • Redress mechanisms exist, but are costly and time-consuming.
  • The report recommends enhancing CNVM’s role in protecting minority shareholders and establishing it as a special tribunal in disputes.

Principle IIB: Prohibition of Insider Trading

• Assessment: Largely observed
• Key Points:
  • The Capital Market Law prohibits insider trading and requires disclosure of transactions.
  • CNVM has strengthened its enforcement powers, but fines are still considered insufficient.
  • Black-out periods for insiders are not in place.
  • The report suggests aligning individual fines with those for legal persons and expanding insider reporting requirements.

Principle IIC: Disclosure of Material Interests

• Assessment: Partially observed
• Key Points:
  • Public companies must disclose transactions above €50,000 with directors, employees, or related parties.
  • IFRS/IAS compliance is still in early stages, and related party transactions are not yet fully disclosed.
  • The report recommends annual reporting of related party transactions and independent audit committee oversight.

Section III: Role of Stakeholders in Corporate Governance

Principle IIIA: Stakeholder Rights and Cooperation

• Assessment: Largely observed
• Key Points:
  • Stakeholder rights are supported by Bankruptcy Law, Labor Code, and Consumers' Protection Ordinance.
  • Employee participation on boards is rare, except in cases involving wage negotiations or layoffs.
  • The report recommends further integration of stakeholder interests into corporate governance structures.

IV. Summary of Policy Recommendations

• Enhance CNVM’s mandate and resources to better protect shareholder rights.
• Extend the notice period for annual general meetings (AGMs) to 30 days.
• Require disclosure of indirect ownership and shareholder agreements.
• Clarify net asset calculations and enforce market prices for asset transfers.
• Remove privatization exemptions from takeover rules to ensure equitable treatment.
• Align insider trading fines with those for legal persons.
• Implement full disclosure of related party transactions in annual reports.
• Establish a Corporate Governance Institute to improve managerial standards and promote compliance with OECD principles.
• Revise Company Law to better reflect OECD and EU standards.

V. Annexes

• Annex A: Summary of Observance of OECD Principles of Corporate Governance
• Annex B: Summary of Policy Recommendations

Conclusion

Romania has made progress in corporate governance, particularly in protecting minority shareholders and improving regulatory frameworks. However, several gaps remain, especially in the areas of transparency, disclosure, and enforcement. Strengthening the CNVM, improving legal clarity, and aligning with international standards are essential for further development.