Bogdan Tudorache
The re-election of the Proprietatea Fund (FP) representative, Oana Truţă, in the Supervisory Board of Hidroelectrica, at the Ordinary General Shareholders’ Meeting (AGOA) on Monday, is natural, because the majority shareholder cannot oppose the vote to designate representative of the minority shareholder in the company, declared for energynomics.ro sources close to the company.
“There was no way not to choose the representative of Fondul Proprietatea, it was a cumulative vote, and the majority shareholder cannot oppose the appointment of the representative of the minority shareholder”, the quoted sources said. “Oana Truţă remains an experienced person with the company, practically FP did not have who else to nominate, despite the fact that the process is still ongoing,” the quoted source said. The remaining CS members remained the same, namely Borbely Karoly, Andreea Negru Ciobanu, Dan Laurentiu Tudor and Andreea Ioana Lambru. Appointments are once again for a provisional four-month term.
According to a press release from Fondul Proprietatea on September 6, FP expressed its “total indignation” over the removal of Oana Truta from the Hidroelectrica Supervisory Board on 31 August 2017 and considered that the actions taken by the Ministry of Energy were unfounded and abusive, as quoted by Agerpres. “At GSM of Hidroelectrica on August 31, 2017, the Ministry of Energy, representing the Romanian state as a major shareholder of Hidroelectrica, approved its own proposal for legal accountability of Mrs Oana Truta, a member of the Hidroelectrica Supervisory Board, which automatically triggered the dismissal of Mrs. Truta from the position member of the Council. Fondul Proprietatea expresses total indignation at the removal of Oana Truta from the Hidroelectrica Supervisory Board on 31 August 2017 and considers that the actions taken by the Ministry of Energy are unfounded and abusive,” the statement said.
FP underlines that the MoE proposal does not include the motivation to initiate court proceedings against Oana Truta. “Also, the ministry and Hidroelectrica have ignored the legal right to information by blocking the access of Fondul Proprietatea to GSM documents. Fondul Proprietatea considers that these actions represent retaliation from the Ministry of Energy to remove a member of the Supervisory Board who, through the exercise of its legal administration duties, opposed the actions of certain members of the corporate bodies that threatened to implement the principles of corporate governance in Hidroelectrica. It should be noted that Mrs Truta is in fact the most experienced member of the Hidroelectrica Supervisory Board, having several mandates member of the Council at the service of the company since March 2011 and has been in charge of the company even during the reorganization process. The action taken by the Ministry of Energy is an additional attack on the implementation of the principles of governance corporate,” the document says.
FP points out that the Energy Ministry has voted in favor of Oana Truta’s appointment as a member of the Hidroelectrica Council, both on July 3, 2017, and on August 3, 2017. “The Fund has recently filed several actions in court against decisions taken by the GSM and by the Supervisory Board for violating corporate governance rules, and this unjustified accusation against a member of the Board nominated by the Fund may be seen as a form of retaliation. Ms. Oana Truta has rightly opposed the growing number of actions that violate the corporate governance legislation that has been taken by the Ministry of Energy at Hidroelectrica since the beginning of the year,” said FP.
According to the press release, Fondul Proprietatea has already started legal actions against the decision of the shareholders who approved the legal action against Oana Truta. “The Fund will continue to take all necessary steps to ensure that the principles of corporate governance are respected in Hidroelectrica, and that directors who carry out their statutory management duties are not stripped without reason,” the statement said. In the opinion of the FP, the Ministry of Energy should focus on creating a climate in which all parties involved can contribute to Hidroelectrica’s priorities, instead of adopting “such clearly abusive decisions”.
The Ministry of Energy replied in a later release that it “analyzed the recent actions of Fondul Proprietatea (FP) representatives in the management of companies operating in the energy industry, correlated with the positions publicly expressed regarding the activity of these companies. These actions and position statements reflect, we believe, a double misunderstanding by the current administrators of the FP, both of the reason for which it was created and of the place and role of the energy industry in Romania’s development strategy as it is formulated and implemented by the Government of Romania.” ME officials also argue that “the assumption that the Minister of Energy is personally concerned about the actions of an official of the FP is ridiculous given the very difficult tasks of the Ministry of Energy and the highly loaded program of the Minister of Energy.
On the other hand, it is only natural for the specialized departments of the Ministry of Energy to scrutinize the administration of the companies and to react, when necessary, with strict observance of the legal framework, but also with the firmness required under their responsibilities”.