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FONDUL PROPRIETATEA: UNFOUNDED AND ABUSIVE ACTION OF THE MINISTRY OF ENERGY TAKEN AT HIDROELECTRICA’S GSM ON 31 AUGUST 2017
At Hidroelectrica’s GSM on 31 August 2017, the Ministry of Energy, representing the Romanian State as majority shareholder of Hidroelectrica, approved its own proposal for the initiation of court proceedings against Oana Truta, Hidroelectrica Supervisory Board member, Fondul Proprietatea said în a statement sent to ACTMedia. This situation automatically triggers the revocation of Ms. Truta from her position as Board member.
Fondul Proprietatea expresses its utter indignation towards the removal of Oana Truta from the Supervisory Board of Hidroelectrica on 31 August 2017 and considers the actions taken by the Ministry of Energy as unfounded and abusive.
The Ministry of Energy’s proposal does not include any grounds for initiating court proceedings against Ms. Truta. The Ministry and Hidroelectrica also ignored the legal right to information, by not giving access to the GSM documentation to the Fund. Fondul Proprietatea considers that these actions represent retaliation from the Ministry of Energy to remove a Board Member who, in exercising her fiduciary duties, has opposed actions from certain members of corporate bodies that threatened the implementation of corporate governance principles in Hidroelectrica. It should be noted that Ms. Truta is in fact by far the most experienced board member at Hidroelectrica having served several board mandates with the company since March 2011 and being aware of the entire reorganisation process of the company. The action thus taken by the Ministry of Energy represents a further attack on the implementation of corporate governance principles.
The Ministry of Energy in fact voted in favour of the appointment of Ms. Truta as Board member of Hidroelectrica on 3 July 2017 and 3 August 2017. The Fund has recently initiated several litigations and actions against decisions of the Shareholders’ meetings and the Supervisory Board for breaches of corporate governance and this unfounded accusation against the Board member nominated by the Fund may be seen as a form of retaliation.
Ms. Truta has rightfully opposed the increasing number of actions breaching corporate governance legislation that were undertaken by the Supervisory Council and Ministry of Energy at Hidroelectrica since the beginning of the year.
Fondul Proprietatea has already initiated legal actions against the shareholders’ resolution approving the initiation of court action against Ms. Truta. The Fund will continue to take all necessary measures to ensure that corporate governance principles at Hidroelectrica are upheld and that directors performing their fiduciary duties of administration should not be dismissed without reason.
It is Fondul Proprietatea’s view that the Ministry of Energy should be focused on creating an environment in which all stakeholders can contribute to the delivery of Hidroelectrica’s key priorities, instead of taking such clearly abusive decisions. Unfortunately, during the mandate of the current Energy Minister, we noted that:
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No concrete steps were taken for the listing of the company, on the contrary there have been mostly delays and confusion;
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There are no concrete steps and decisions that rendered in further delays in listing Hidroelectrica;
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There have been inappropriate attempts of the Ministry to interfere in the day-to-day activity of the company;
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Inexperienced individuals have been appointed in Hidroelectrica’s Board, obviously without any competitive and transparent selection process. In turn, this allowed the appointment of an interim Directorate without respecting the legal provisions in force regarding professional criteria and selection process.
Fondul Proprietatea urges the Ministry of Energy to cease taking such abusive actions in State-Owned Entities and to correctly implement, uphold and respect corporate governance principles – which are key to creating value for the company, its stakeholders and employees, and for protecting against inappropriate behaviour and corruption.