Corporate governance refers to the manner in which Fondul Proprietatea is organized to assure the interests of its shareholders. In its governance, Fondul Proprietatea complies with external and internal frameworks.
External framework:
I. National regulations (only RO version available):
- Companies’ Law no. 31/1990;
- Law no. 247/2005 on the reform in the areas of property and justice, as well as some accompanying measures;
- Law no. 74/2015 on alternative investment fund managers;
- Law no. 24/2017 on issuers of financial instruments and market operations;
- Law no. 162/2017 on the statutory auditing of annual financial statements and consolidated annual financial statements and the amendment of various normative acts;
- Law no. 243/2019 on the regulation of alternative investment funds and for the amendment and completion of certain legislative acts;
- Financial Supervisory Authority:
o FSA Regulation no. 4/2013 on underlying shares for the certificates of deposit;
o FSA Regulation no. 10/2015 on alternative investment fund management;
o FSA Regulation no. 5/2018 on issuers of financial instruments and market operations;
o FSA Regulation no. 1/2019 on the assessment and approval of the members of management structures and of persons holding key-functions within entities regulated by the Financial Supervisory Authority;
o FSA Regulation no. 7/2020 on the authorization and operation of alternative investment funds;
o FSA Norm no. 39/ 2015 regarding the approval of the accounting regulations in accordance with IFRS, applicable to the entities authorised, regulated, and supervised by the FSA – Financial Investments and Instruments Sector;
o FSA Norm no. 13/2019 on the framework for the statutory financial audit of the entities authorised, regulated and supervised by the FSA, as subsequently amended;
II. European regulations:
- Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010 (AIFMD);
- Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 supplementing Directive 2011/61/EU of the European Parliament and of the Council with regard to exemptions, general operating conditions, depositaries, leverage, transparency and supervision (Delegated Regulation on completing the AIFMD);
- Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies (Shareholders’ Rights Directive);
- Commission Implementing Regulation (EU) 2018/1212 of 3 September 2018 laying down minimum requirements implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholders rights (Regulation on shareholders’ rights);
- Directive 2014/56/EU of the European Parliament and of the Council of 16 April 2014 amending Directive 2006/43/EC on statutory audits of annual accounts and consolidated accounts (Directive on the statutory audit of accounts);
- Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC (Regulation on the statutory audit of public-interest entities);
- Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (Market Abuse Regulation);
- Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (Prospectus Regulation).
Legislative history:
Internal framework:
