Transelectrica shareholders decide whether to sanction the abuses documented by the Court of Auditors

Transelectrica shareholders are expected today to decide at the Extraordinary General Meeting on taking the necessary legal steps to hold the majority shareholder's representatives financially liable for the damages generated by the votes expressed in the 2013 and 2020 AGMs - a gesture that comes only now, almost a year later since the completion of the extensive Compliance Audit Report of the Court of Auditors on CNTEE Transelectrica SA, a report published for the first time by the BURSA newspaper and which detailed serious irregularities in the company's administration during the period 2020-2022, as well as after almost six months of delays in the implementation of the mandatory recommendations formulated by the auditors.

We note that the items regarding the imposition of financial liability are additional to the initial agenda that appeared in the Convener of today's meeting and that the fact that these items appear now, under repeated pressure and in the context of a legal procedure already pending, cannot hide the reality: the company's management has long ignored the legal obligation to act in the interests of shareholders and to apply the measures imposed by the state's supreme financial control authority.

The Court of Auditors of Romania found, in report no. 6000/23.01.2025, multiple violations of the law - from the illegal payment of allowances for members of the Supervisory Board and the Board of Directors, to the granting of advantages without legal basis, the settlement of rents and transportation without justification, the increase in gross monthly fixed allowances above the allowed limits, to the unjustified increase in operating expenses and the decrease in taxable profit.

The amounts established by the auditors as damage are substantial, in the order of tens of millions of lei, and the mandatory recommendations aimed at their recovery, the expansion of checks, the inclusion of mandate contracts in the preventive financial control circuit and the correction of hiring, promotion and remuneration practices.

• The Court of Auditors found, Transelectrica did not correct

However, according to official documents, Transelectrica's management did not apply these measures. On the contrary, in parallel with the audit mission, the majority shareholder - the General Secretariat of the Government - forced, through convening additions, the adoption of the OGMS Decision no. 3/29.04.2024, which ratified provisional decisions to appoint to the Directorate, precisely those decisions whose legality was questioned by the Court of Auditors and which were at the heart of the damages found. Thus, instead of correcting, the company tried to retroactively "legalize" non-compliant practices.

In this context, the Bucharest Court of Justice - Section VI Civil - is hearing file no. 15393/3/2024, requesting the annulment of the OGMA decision 3/2024 precisely for the reasons revealed by the Court of Auditors: non-compliance with corporate governance, ignoring the legislation and consolidating a mechanism of successive provisional appointments, without competition, contrary to GEO 109/2011 and the rules of good administration. This process has essentially become a mirror of the way in which the company has chosen to operate despite the law, a mirror that shows not only the illegal decisions of the Management Board and the Supervisory Board, but also the passivity, if not the complicity, of the majority shareholder, who ignored the conclusions of the state auditors and defended the provisional power structures.

Additional evidence of the refusal to implement the recommendations of the Court of Auditors is found in Transelectrica's internal documents regarding the occupation of management positions. The CCR report explicitly emphasized the need to organize transparent competitions and respect job descriptions, especially for management positions, in order to eliminate the practice of repeated delegations and temporary promotions without respecting the criteria of competence. However, documents from within the company, which are in the possession of the BURSA newspaper, show the opposite. Thus, after the Court of Auditors published the report in June 2025, Transelectrica's management continued the policy of occupying some management positions by simple decisions, without competition, by delegating some people from within who, according to analyse of the Human Resources Department, did not even fully meet the requirements of the job description at the time of taking over the duties.

The case of Ms. Raluca-Ioana Dumitru Şerbacov, recorded in the company's internal documents, is emblematic: promoted on August 27, 2025 (two months after the publication of the Court of Auditors' report) to the position of DAJANT manager by decision, without competition, by taking over duties, given that the internal analysis explicitly showed that she did not meet the study requirements (master's degree mandatory according to the job description), a situation corrected only later by presenting a certificate of completion of studies. But this "subsequent regularization" does not change the fact that the promotion was made against the recommendations of the Court of Auditors, which clearly emphasized that appointments to management positions must comply with the legislation and be based on transparent, competitive procedures, not discretionary exemptions.

In parallel, the job descriptions and organizational charts show a continuity of temporary appointments, internal promotions without competition, the creation of structures filled by decision and not through open procedures, exactly the mechanism criticized by the Court of Auditors in its report.

• Who cleans up at Transelectrica?

All of this makes up a picture that is difficult to ignore: a severe audit report, a company that does not implement the measures imposed by a state authority, a series of management decisions contrary to the law, a majority shareholder who intervenes to ratify what should have been annulled, a pending lawsuit that exposes internal mechanisms, a continued practice of temporary appointments and promotions without competition.

Almost a year after the publication of the Court of Auditors report, Transelectrica is only now introducing into the agenda of an extraordinary AGM the items regarding holding shareholder representatives accountable. But the introduction of these points cannot be seen as an act of one's own will, but as a delayed reaction to public, legal and financial pressure, to the fact that the Court of Auditors' report has become public, and the data can no longer be hidden.

In light of all these documents, the pending lawsuit and the information revealed this year in the pages of the BURSA newspaper, what is about to happen today is no longer a simple formality.

It is a moment of truth, a test of responsibility, an opportunity in which shareholders must decide whether Transelectrica remains captive to an opaque, provisional, politicized administrative mechanism, or whether the real process of correcting abuses, recovering damages, restoring corporate governance and restoring legality finally begins.

In this meeting, shareholders no longer have the luxury of ambiguity, there are no more excuses and no more time. They must demand firm measures, applied immediately, to mandate clear legal actions to recover damages, to definitively close the cycle of provisional appointments and to impose real competitions for management positions. Anything else would turn this moment into a simple mockery of responsibility.