EXCLUSIVE Earthquake in Transelectrica: dismissal of the Board of Directors requested by a member of the Supervisory Board

The decision of the Transelectrica Board of Directors to challenge the Court of Auditors' report in court - a report about which the BURSA newspaper exclusively provided you with details - has sparked a wave of critical reactions from within the company and from state institutions, according to documents recently obtained by the Editorial Office.

More details about the Court of Auditors' report on the audit conducted at Transelectrica can be read here:

After the General Secretariat of the Government requested firm explanations on the last day of September, the Legal and Contentious Department of Transelectrica sent an address to the company's Directorate in October rejecting the arguments brought in favor of hiring external lawyers. Moreover, the day before the address sent by Radu Oprea, the General Secretary of the Government, on September 29, a member of the Supervisory Board, Virgil-Dumitru Orlandea, submitted to the SC an information in which he accuses the existence of a serious conflict of interest among the executive management of Transelectrica.

In the cited document, Virgil Orlandea draws attention to the fact that three of the current members of the Board of Directors - "Mrs. Tătaru Florin, Nadolu Cătălin and Munteanu Ştefăniţă” - are "in an obvious conflict situation”, as they are targeted by the findings of the Court of Auditors in the audit report regarding damages of millions of lei, produced during their previous mandates.

"They cannot order compliance and recovery measures from themselves, as this would immediately result in the loss of their mandates”, warns Virgil Orlandea, invoking the provisions of Law 31/1990 on the conflict of interest and civil liability of administrators. The member of the Supervisory Board of Transelectrica emphasizes that "contrary interests affect the decision-making objectivity and suppress the good faith of the members of the management body towards the company they represent”, adding that "deciding when the administrator finds himself in a conflict of interest is fraudulent”.

The above information and accusations come just one day before the letter sent to Transelectrica by Radu Oprea, the Secretary General of the Government, in which the official from the Victoria Palace requests that the company present clear justifications regarding the decision to hire external legal services in order to contest the Court of Auditors' report. "We request clarification on the existence of a report or supporting document that would show that Transelectrica S.A. cannot ensure through its internal structures its own legal assistance and representation activities before the courts in order to defend the company's interests,” writes Radu Oprea, also requesting explanations "on the reason why the documents sent were signed by only three members of the Board of Directors, given that, according to the legal and statutory provisions, the Board of Directors is composed of five members.”

• DJC: "Hiring a legal service, using the argument of the lack of similar practice, cannot justify the outsourcing of these services”

The request of the Secretary General of the Government reached the table of the Legal and Litigation Department within Transelectrica, which transmitted to the company's Directorate that there is "no report or supporting document” that would attest to the impossibility of ensuring defense in court through internal resources. Moreover, Transelectrica's lawyers firmly reject the arguments invoked for outsourcing services, showing that "the Litigation Department does not have a limited specialization” and that it has expertise in corporate law, civil law and labor law litigation. At the same time, they consider the claim that a law firm would increase the chances of success in court to be unfounded: "The argument that "strategies outlined by external specialists significantly increase the chances of success' is just a claim, which has no real arguments behind it to support it.”

Furthermore, the Legal Department specifies that the action challenging the Court of Accounts' decision "is already registered on the docket of the Bucharest Court of Appeal" and, therefore, "can no longer be the subject of legal services", emphasizing that "there is no contract signed with a law firm" and that any addition to the court action "cannot be modified until the first trial date".

In this tense context, Virgil Orlandea's claims gain additional weight. He directly invokes the provisions of Article 155 of the Commercial Companies Law, according to which "the action for liability against the members of the management board may also be exercised by the Supervisory Board, following a decision of the latter, and the mandate of the respective members shall terminate by law". Orlandea goes further, recalling that "the Court of Auditors informed Transelectrica that it had filed a criminal complaint against the company's management at that time for indications of violation of the criminal law".

What is emerging is an explosive situation in which the executive management of Transelectrica decides to challenge in court the acts of the Court of Auditors that target its own actions, while state institutions and internal control structures draw attention to a possible abuse of power and conflict of interest.

Through his critical tone and the legal references invoked, Virgil Orlandea demands the "urgent dismissal” of the three members of the Board of Directors, on the grounds that they "violated the obligation of abstention and decided contrary to the interests of society”. The General Secretariat of the Government requested documents and explanations, and the Legal Department of the company concluded dryly: "Contracting a legal service, using the argument of the lack of similar practice, cannot justify the outsourcing of these services”.

Thus, the Transelectrica case becomes an example of the tension between corporate governance and legal responsibility, between the personal interests of the management and the duty of diligence towards the state company. At stake is not only the legality of a decision, but the credibility of a strategic institution of the Romanian state, caught between the demands of the Court of Accounts, the political pressure of the General Secretariat of the Government and serious suspicions of conflict of interest raised even from within its own management structure.