Corporate governance

1. Corporate Governance

The corporate governance is the collection of mechanisms, processes and relations by which corporations are controlled and operated. They are implemented to increase the performance and the value of the corporation.

The principles of corporate governance provide the healthy interaction between the main function of the society: the decisional forum (shareholders – AGA), the executive forum (administrators, director and/or middle management), and the supervisory body (auditors, censors).

Lately, the corporate governance sphere has expanded and flourished and new valances have been added to the old, acknowledged ones – some examples are: the emphasis on the importance of independent administrators, the efficiency of the risks’ management systems, the role of the company’s president, the importance of the consultative committee, and healthy and diverse rules and principles to pay the administrators and the managers.

The corporative Governance is based on two fundamental rules:

a. separating the property right from the representation concept (the shareholders can’t lead the society, but they can authorize the administrators);

b. separating the leadership from the supervisory body.

Besides the principles mentioned above, Cupru Min’s ethics code includes good practices in ethics and conflicts administration field, including:

–          Clear definitions on the accepted and punishable behavior

–          Pieces of information regarding the conflicts and their administration

–          Clear mechanisms to monitor the transactions

–          Any measures to implement Chinese wall – business term used to describe an informational barrier in a company, which was implemented to prevent the traffic of some pieces of information, which can produce conflicts.

2. Specialized committees

The special legislation, having its base on the society law, has applied new mechanisms to protect the shareholders, the partners and the investors: the administrators’ independence concept, the compulsoriness of the specialized committees such as: the Audit, Risk, or Payment Committee and also new standards of payment. But all these types of committees are not enough to sustain a healthy corporate governance.

Some specialized committees are recommended (subordinated or not to the administrators), so that they can focus on the society’s singularity. This type of committees can assure the integration of third parties towards the management in the decisive process (middle management – its role is poorly established in legislation and in statutory documents).

Therefore, there are five working committees in the Board of Directors and many other committees in the Executive Team.

3. Corporate Secretary

The Corporate Secretary keeps a record of all the meetings and conferences, which contains: the decisions that were taken in every meeting; the number of gathered votes, the personal opinions when they need to be recorded.

Corporate Secretary is responsible with filling, keeping and integrating: the Board of Trustees’ “Meetings and Deliberations Register”; the materials that have been analyzed or those which have to be analyzed; the AC correspondence and competency documents.

The Corporate Secretary’s responsibility is to guarantee the right and quick communication of the AC Decisions towards the competent authorities of Cupru Min. In this regard, the Corporate Secretary writes reports for every meeting and it also writes the decision that have been taken. One copy of the AC meeting’s report is sent by the Corporate Secretary to the general manager, and one extract with all the decisions is sent to the leaders of Cupru Min, to the executive chiefs, and also to the Cupru Min’s managers.