REG - S.N.G.N. Romgaz S.A. - Announcement - Compliance with CCG of BSE <Origin Href="QuoteRef">ROSNG.BX</Origin> - Part 2
27/03/2017 14:35
- Part 2: For the preceding part double click ID:nRSa6409Aa
person/persons or the organizational unit. Besides the information required by the legal
provisions, the company should also include on its corporate website a dedicated Investor Relations
section, both in Romanian and English, with all the relevant information of interest for investors,
including:
D.1.1 Principal corporate regulations: the articles of incorporation, general shareholders' meeting x partially Items on the GMS organization are presented to shareholders at each meeting. A separate document on the GMS procedure will be prepared and approved.
procedure
D.1.2 Professional CVs of the members of the company's governing bodies; Board member's other professional x
commitments, including executive and non-executive Board positions in companies and not-for-profit
institutions.
D.1.3 Current reports and periodic reports (quarterly, semi-annual and annual reports) - at least those x
specified in Note D.8- including current reports with detailed information related to non-compliance
with the Bucharest Stock Exchange Code of Corporate Governance
D.1.4 Information related to GMS: the agenda and supporting materials; the procedure approved for the x
election of BoD members, the rationale for the proposal of candidates for the election to the Board
together with their professional CVs; shareholders' questions related to the agenda and the company's
answers, inclusively the decisions taken by the GMS
D.1.5 Information on corporate events (such as payment of dividends and other distributions to shareholders, x
or other events leading to the acquisition or limitation of rights of a shareholder) including the
deadlines and principles applied to such operations.The information will be published within a period
so that investors are permitted to take investment decisions.
D.1.6 The names and contact data of the persons who should be able to provide knowledgeable information on x
request;
D.1.7 Corporate presentations (for example presentations for investors, presentations on quarterly results), x
financial statements (quarterly, semi-annual, annual), auditor reports and annual reports
D.2 The company will have an annual cash distribution of dividend policy or other benefits for x partially Romgaz prepared the Dividend Policy; it will be submitted for the approval of the Board.
shareholders, proposed by the Director General and adopted by the BoD as the company's Guideline on
net profits distribution.The principles of the annual distribution of dividends policy to Shareholders
will be published on the company's website.
D.3 The company should have adopted a policy with respect to forecasts, whether they are made public or x Romgaz prepared the Policy on forecast; it will be submitted for the approval of the Board.
not. The Policy on forecasts will determine the forecasts' frequency, period and content and will be
published on the company's website.
D.4 GSM rules should not restrict the participation of shareholders in general meetings and the exercising x
of their rights. The modification of rules will become effective no sooner than the following
shareholders' meeting.
D.5 The external auditors should attend the shareholders' meetings when their reports are presented there. x
D.6 The BoD should present to the annual GMS a brief assessment of the internal controls and significant x
risk management system, as well as opinions on issues subject to resolution at the general meeting.
D.7 Any professional, consultant, expert, financial analyst, may participate in the shareholders' meeting x
upon prior invitation from the BoD. Accredited journalists may, also, attend the GMS, unless the
Chairman of the Board decides otherwise.
D.8 The quarterly and semi-annual financial reports should include information in both, Romanian and x
English, regarding the key drivers influencing the change in sales, operating profit, net profit and
other relevant financial indicators, both on quarter-on-quarter and year-on-year terms.
D.9 The company should organize at least two meetings/conference calls with analysts and investors each x
year. The information presented on these occasions should be published on the company website in the
IR section at the time of meetings/teleconferences.
D.10 If the company supports various forms of artistic and cultural expression, sport activities, x
educational or scientific activities, and considers the resulting impact on the innovativeness and
competitiveness of the company is part of its business mission and development strategy, it should
publish the policy guiding its activity in this area.
D.9
The company should organize at least two meetings/conference calls with
analysts and investors each year. The information presented on these occasions
should be published on the company website in the IR section at the time of
meetings/teleconferences.
x
D.10
If the company supports various forms of artistic and cultural expression,
sport activities, educational or scientific activities, and considers the
resulting impact on the innovativeness and competitiveness of the company is
part of its business mission and development strategy, it should publish the
policy guiding its activity in this area.
x
Legend:
ToR = Terms of Reference
BoD = Board of Directors
CV = Curriculum Vitae
GMS = General Meeting of Shareholders
CCG = Code of Corporate Governance
BSE = Bucharest Stock Exchange
CCG ROMGAZ = the Code of Corporate Governance of S.N.G.N. ROMGAZ S.A.,
approved on January 28, 2016.
This information is provided by RNS
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