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Supervisory Board

As per Romanian Law on Companies, in a two-tier organizational structure, the Joint Stock Company (“JSC”) management is steered by the Supervisory Board (“SB”) a collective-decision body which exercise control over the Managing Director (“MD”) or over the Executive Directors (“ED”). In principle, the SB has to represent the Company only in its relationship with the MD/ED and cannot take part in the management of the Company.

Division of Duties: The SB’s main role is to advise and supervise the MD/ED in performing its tasks, naming and revoking the ED members, reporting to the General Meeting of Shareholders (“GM”), etc. [...] It is also entitled to require at any time information and documentation with respect to the management of the Company from the ED. On the other hand, the ED runs the “day-to-day” affairs of the business, represents the Company before third parties, allocates resources and defines corporate strategy. The SB cannot have duties in relation to the management of the Company, unless the Articles of Association (“AoA”) expressly state that certain ED decisions must be co-approved by one or more SB members.

Composition: The SB consists of at least 3 and up to 11 members. The SB members may not be employees of the Company or ED members. The SB members may be natural or legal persons, having either Romanian or foreign nationality. Legal person SB members must designate a natural person representative who will be liable for decisions taken.

Appointment/Dismissal Competence: The SB members are elected by the GM (by simple majority). The members of the SB are appointed for a 4 year maximum term, which can, however, be extended for successive periods of up to 4 years indefinitely (as an exception, the first SB members are appointed for an initial maximum 2 year term, which can, however, be extended for successive periods of up to 4 years indefinitely)..

Alternates: N/A.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Romania on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Maravela & Asociații before actually changing any board members in Romania.

Appointment
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by the MD/ED representative.

At least 30 calendar days prior to the GM.

Yes.

No.

Yes, by unanimous agreement of all Shareholders.

To be published in the Official Gazette. If the Company issues nominative shares and its AoA permits it, the convening notice may be sent by registered letter to all Shareholders.
2

GM.

(i) Resolution of the GM;

(ii) Minutes of the GM.

Yes, to be signed by the MD/ED representative and by the GM secretary.

At the date stipulated in the convening notice.

Yes.

No.

No, however, if allowed in the AoA, no physical meeting is needed.

The appointment becomes effective towards the Company (internally) as of the date of the GM and towards third persons (externally) upon registration with the Romanian Trade Registry (cf. Step 3).
3

Filing with the Romanian Trade Registry.

(i) Standard form;

(ii) Resolution of the GM;

(iii) AoA updated with identification data of new SB member;

(iv) Standard statements of the new SB member’s mandate acceptance and compliance to Romanian legislation;

(v) Copies of the Identity card of the new SB member.

Yes, standard form and updated AoA to be signed by the MD/ED representative (or by a proxy).

Standard statements to be signed by the new SB member.

Filing within 15 calendar days from the GM.

Yes.

Yes, new SB Member’s statements to be notarized or certified by an attorney or certified by the Trade Registry (in the latter case SB members sign before Trade Registry officials).

No.
1
Step 1
>30 days*
2
Step 2
0 days
3
Step 3
0-15 days

0-45 days**

*However, less than 30 days is possible if Step 1 is waived.

**The need for notarization and originals may take additional time.
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by the MD/ED representative.

At least 30 calendar days prior to the GM.

Yes.

No.

Yes, by unanimous agreement of all Shareholders.

To be published in the Official Gazette. If the Company issues nominative shares and its AoA permits, the convening notice may be sent by registered letter to all Shareholders.
2

GM.

(i) Resolution of the GM;

(ii) Minutes of the GM.

Yes, to be signed by the MD/ED representative and by the GM secretary.

At the date stipulated in the convening notice.

Yes.

No.

No, however, if allowed in the AoA, no physical meeting is needed.

The dismissal becomes effective towards the Company (internally) as of the date of the GM and towards third persons (externally) upon registration with the Romanian Trade Registry (cf. Step 3).
3

Filing with the Romanian Trade Registry.

(i) Standard form;

(ii) Resolution of the GM;

(iii) AoA updated with identification data of new/ remaining SB members (only if SB members were nominated in the previous versions of the AoA).

Yes, standard form and updated AoA to be signed by the MD/ED representative (or by a proxy).

Filing within 15 calendar days from the GM.

Yes.

No.

No.
1
Step 1
>30 days*
2
Step 2
0 days
3
Step 3
0-15 days

0-45 days**

*However, less than 30 days is possible if Step 1 is waived.

**The need for originals may take additional time.
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Maravela & Asociații has provided all input about changing board members in Romania. Maravela & Asociații is [...] an internationally recognized and repeatedly awarded Romanian law firm offering full services in legal, tax advisory and insolvency matters. Firm’s clients (large multinational corporations, sound Romanian companies, private investors, public authorities and State companies) have consistently endorsed the quality of services provided, the flexible approach, responsiveness and a friendly working climate.

For more information about Maravela & Asociații and changing board members in Romania, please use the contact information below:

CONTACT: Alina Popescu, Founding Partner
TEL: +40 21 310 17 17
EMAIL: office@maravela.ro
WEB: www.maravela.ro