* The Ministry of Energy has requested the election of a new Board of Directors, even though the current management was elected in October, for a four-year term
* The company's directors are entitled to compensation in the event of their unjustified dismissal
* Challenges in court concerning the prior elections would remain groundless
The proposal of the Ministry of Energy that the shareholders of Electrica (EL) decide, in the General Shareholder Meeting of April 27th, the election of the members of the Board of Directors, through the cumulative vote method, for a term of four years, even though the current directors were elected in October 2017, also for four years, has caused discontent among some shareholders.
Alexandru Botez, who disputed October's elections, claiming the application procedure was violated, says that he feels it is irregular for the Ministry of Energy to once again replace the board members of Electrica, as those who are being replaced are entitled to severance packages.
He said: "Daniel Chițoiu and ALDE are acting as if Electrica were their own turf, with a profound contempt for the minority shareholders. You can't just ask for another cumulative vote, when you have already asked for one in autumn last year, and that latter vote is being challenged in court. Moreover, every ALDE member dismissed by the General Shareholder Meeting of Electrica from the Board of Directors will receive at least 30,000 Euros net as compensation. 30,000 Euros is a teacher's salary for 2 years. If I fell that there is support from among minority shareholders for my candidacy, I won't hesitate to run. The plundering of Electrica needs to be stopped. The stock is in decline".
Voices in the market claim that some of the board members appointed in October did not follow the political orders, which means they are going to be replaced.
At the General Shareholder Meeting of February 9th, the shareholders of Electrica have approved the Policy for the Compensation of the Board of Directors members, starting with January 2018, which stipulates a compensation in the event of unjustified dismissal.
According to the document, the monthly fixed gross compensation will be 3630 Euros for the members of the Board of Directors and 4985 Euros for the chairman of the Board of Directors.
Also, the compensation for the participation in the Board and Committee meetings is 1200 Euros gross for the members of the Board of Directors/committees and 1445 Euros gross for the president of the committee. The annual number of paid meetings for each Director is limited to 12 for the Board of Directors and 6 for each of the committees.
The compensation policy also stipulates: "Nevertheless, if the structure of the Board of Directors changes, either due to one or several director positions becoming vacant, or as a result of the application of the cumulative voting method, the director thus appointed will be entitled to collect the Board/committee meeting attendance fee".
Concerning the compensations owed to the directors dismissed before the expiration of their terms, the Electrica officials told us: "Article 21 of the mandate agreement approved by the Ordinary General Shareholder Meeting, on February 9, 2018, stipulates the following:
"Art. 21. In the event of dismissal without a just cause as defined in art. 20 pct (ii), the Director will be entitled to receive from the company a compensation for the period of the Mandate Agreement that has not been served, as follows: a) if the revocation occurs at any time prior to the beginning of the last year of the Mandate Agreement, the Director will receive a total compensation equal to the fixed monthly compensation for 12 months; b) if the dismissal occurs in the last year of the Term Agreement, the compensation will be paid according to the number of months left until the expiration of the term, with the minimum equal to the monthly fixed remuneration for 6 (six) months".
The management of Electrica will make a decision concerning the amendments to the shareholder meeting agenda, at the request of the Ministry of Energy.
If the General Shareholder Meeting decides to elect a new Board of Directors, the lawsuits brought by shareholders Gabriel Dumitrașcu and Alexandru Botez, who are asking for the annulment of the previous elections, could become groundless.
Gabriel Dumitrașcu, former head of the privatizations department of the Energy sector, had harsh criticism for the selection of candidates for the Board of Directors of Electrica, in the General Shareholder Meeting of October 2017.
Back then, Electrica accepted the candidacies proposed by the government for the Board of Directors elections, which had been submitted eight minutes after the deadline mentioned in the convening notice, but rejected two other candidates, who had also missed the deadline - Alexandru Botez and Gabriel Dumitrașcu. The company argued that the first two applications had been submitted "within a reasonable period".
At the time, Mr. Dumitrașcu also notified the Financial Oversight Authority.
The management of Electrica proposed to shareholders the distribution of 245.4 million lei in the form of dividends, representing 100% of the net distributable profit made last year, established based on the individual financial statements, after subtracting the legal reserve.
According to the proposal, the gross dividend is 0.7237 lei per share, and the dividend yield is 6.3%, taking into consideration the price of Electrica on the Bucharest Stock Exchange of March 5th 2018.
In 2017, Electrica made an individual net profit of 258 million lei, 2.6% lower than the one of 2016, based on the IFRS-UE individual financial statements.
Adina Ardeleanu (Translated by Cosmin Ghidoveanu)