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FARMACEUTICA REMEDIA SA - RMAH

Stage of compliance with the provisions of Corporate Governance Code 17.05.2021

Release Date: 5/17/2021 5:26:22 PM

IRIS Code: AF4C7

Current report  according to ASF Regulation no. 5/2018

 

Report date:

17.05.2021

Name of issuer:

Farmaceutica  REMEDIA

Registered office:

Deva, 2 Nicolae Balcescu Blvd..

Tel/ fax no:

0254 22 32 60       /        0254 22 61 97

ORC no:

2115198

Trade Registry no:

J20 / 700 / 1991

Subscribed and paid-in capital:

RON 10,608,980

Regulated market:

Bucharest Stock Exchange, Standard Category

 

Important events to report:

Dear investors,

 

Farmaceutica REMEDIA S.A. applies the principles of the Corporate Governance Code of the BVB (Code) and is constantly concerned to fully comply with.
Please find further updated 2021 reporting on the status of compliance with the Code.
 

Thank you for your trust.

 President of the Board of Administrators

TARUS” – Valentin Norbert TARUS e.U.                                                                                                                                                                             

Valentin-Norbert TARUS

 

 

 

Status of the compliance to the provisions of the BVB Corporate Governance Code as of 17 May 2021

               

Governance Code provisions

Compliance

Does not comply or partially complies

Explanation of non-conformity and envisaged measures

A.1 All companies should have internal regulation of the Board which includes terms of reference/responsibilities for Board and key management functions of the company, applying, among others, the General Principles of Section A.

YES

 

 

A.2 Provisions for the management of conflict of interest should be included in Board regulation. In any event, members of the Board should notify the Board of any conflicts of interest which have arisen or may arise, and should refrain from taking part in the discussion (including by not being present where this does not render the meeting non-quorate) and from voting on the adoption of a resolution on the issue which gives rise to such conflict of interest.

YES

 

 

A.3 The Board of Directors or the Supervisory Board should have at least five members.

 

NOT

 

The Board of Administrators of Farmaceutica REMEDIA S.A. consists of 3 members mandated until 30.04.2023.

Under the specific circumstances of the polarization of the pharmaceutical market by international players and the pandemic context, Farmaceutica REMEDIA SA is facing challenges regarding the development of new business lines, the consolidation of wholesale activities, the rentabilization of the retail segment, which requires additional expenses and investments, the maintenance of a simple and flexible management system to ensure the sustainability, resilience and profitability of the company activity.

Consequently, the Board will consider increasing the number of members to 5 at the next elections in 2023.

A.4 The majority of the members of the Board of Directors should be non-executive. At least one member of the Board

of Directors or Supervisory Board should be independent, in the case of Standard Tier companies. Not less than two

non-executive members of the Board of Directors or Supervisory Board should be independent, in the case of Premium Tier Companies. Each member of the Board

of Directors or Supervisory Board, as the case may be, should submit a declaration that he/she is independent at the moment of his/her nomination for election or re-election as well as when any change in his/her status arises, by demonstrating the ground on which he/she is considered independent in character and judgement.

YES

 

 

A.5 A Board member’s other relatively permanent professional commitments and engagements, including executive and non-executive Board positions in companies and not-for-profit institutions, should be disclosed to shareholders and to potential investors before appointment

and during his/her mandate.

YES

 

 

A.6 Any member of the Board should submit to the Board, information on any relationship with a shareholder who holds directly or indirectly, shares representing more than 5%

 of all voting rights. This obligation concerns any kind of relationship

which may affect the position of the member on issues decided by the Board.

YES

 

 

A.7 The company should appoint a Board secretary responsible for supporting the work of the Board.

 

 

YES

 

 

A.8 The corporate governance statement should inform on whether an evaluation of the Board has taken place under the leadership of the chairman or the nomination committee and, if it has, summarize key action points and changes resulting

from it. The company should have a policy/guidance regarding the evaluation of the Board containing the purpose, criteria and frequency of the evaluation process.

YES

 

 

A.9 The corporate governance statement should contain information on the number of meetings of the Board and the committees during the past year, attendance by directors (in person and in absentia) and a report of the Board and committees on their activities.

YES

 

 

A.10 The corporate governance statement should contain information on the precise number of the independent members of the Board of Directors or of the Supervisory Board.

YES

 

 

A.11 The Board of Premium Tier companies should set up a nomination committee formed of non-executives, which will lead the process for Board appointments and make recommendations to the Board. The majority of the members of the nomination committee should be independent.

YES

 

Additional information:

The society is STANDARD category and has set up a nomination committee, out of which one is non-executive and independent member.

B.1 The Board should set up an audit committee, and at least one member should be an independent non-executive.

The majority of members, including the chairman, should have proven an adequate qualification relevant to the functions and responsibilities of the committee. At least one member of the audit committee should have proven and adequate auditing or internal control system and the corporate governance practices.

YES

 

Additional information:

The board set up an audit committee of two members, the President being an independent and non-executive administrator.

 

B.2 The audit committee should be chaired by an independent non-executive member.

YES

 

 

B.3 Among its responsibilities, the audit committee should undertake an annual assessment of the system of internal control.

YES

 

 

B. The assessment should consider the effectiveness and scope of the internal audit function, the adequacy of risk management and internal control reports to the audit committee of the Board, management’s responsiveness and effectiveness in dealing with identified internal control failings or weaknesses and their submission of relevant reports to the Board.

YES

 

 

B.5 The audit committee should review conflicts of interests in transactions of the company and its subsidiaries with

related parties.

YES

 

Additional information:

The audit committee evaluate the conflicts of interests in transactions of the company and its subsidiaries with related parties is done based on the transfer prices dossier.

B.6 The audit committee should evaluate the efficiency of the internal control system and risk management system.

YES

 

 

B.7 The audit committee should monitor the application of statutory and generally accepted standards of internal auditing. The audit committee should receive and evaluate the reports of the internal audit team.

YES

 

 

B.8 Whenever the Code mentions reviews or analysis to be exercised by the Audit Committee, these should be followed by cyclical (at least annual), or ad-hoc reports to be submitted to the Board afterwards.

YES

 

 

B.9 No shareholder may be given undue preference over other shareholders with regard to transactions and agreements made by the company with shareholders and their related parties.

YES

 

 

B.10 The Board should adopt a policy ensuring that any transaction of the company with any of the companies with which it has close relations, that is equal to or more than 5% of the net assets of the company (as stated in the latest financial report), should be approved by the Board following an obligatory opinion of the Board’s audit committee, and fairly disclosed to the shareholders and potential investors, to the extent that such transactions fall under the category of events subject to disclosure requirements.

YES

 

 

B.11 The internal audits should be carried out by a separate structural division (internal audit department) within the company or by retaining an independent third-party entity.

YES

 

 

B.12 To ensure the fulfilment of the core functions of the internal audit department, it should report functionally to the Board via the audit committee. For administrative purposes and in the scope related to the obligations of the

management to monitor and mitigate risks, it should report directly to the chief executive officer

YES

 

 

C.1 The company should publish a remuneration policy on its website and include in its annual report a remuneration

statement on the implementation of this policy during the annual period under review

YES

 

 

D.1 The company should have an Investor Relations function - indicated, by person (s) responsible or an organizational unit, to the general public. In

addition to information required by legal provisions, the company should include on its corporate website a dedicated

Investor Relations section, both in Romanian and English, with all relevant information of interest for investors, including:

YES

 

 

D.1.1 Principal corporate regulations: the articles of association, general shareholders’ meeting procedures;

YES

 

 

D.1.2 Professional CVs of the members of its governing bodies, a Board member’s other professional commitments, including executive and non-executive Board positions in companies and not-for-profit institutions;

YES

 

 

D.1.3 Current reports and periodic reports (quarterly, semi-annual and annual reports) – at least as provided at item D.8 – including current reports with detailed information related to non-compliance with the present Code;

YES

 

 

D.1.4 Information related to general meetings of shareholders: the agenda and supporting materials; the procedure approved for the election of Board 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, including the decisions taken;

YES

 

 

D.1.5 Information on corporate events, such as payment of dividends and other distributions to shareholders, or other events leading to the acquisition or limitation of rights of a shareholder, including the deadlines and principles applied to such operations. Such information should be published within a timeframe that enables investors to make investment decisions;

YES

 

 

D.1.6 The name and contact data of a person who should be able to provide knowledgeable information on request;

YES

 

 

D.1.7 Corporate presentations (e.g. IR presentations, quarterly results presentations, etc.), financial statements (quarterly, semi-annual, annual), auditor reports and annual

reports.

YES

 

 

D.2 A company should have an annual cash distribution or dividend policy, proposed by the CEO or the Management Board and adopted by the Board, as a set of directions the company intends to follow regarding the distribution of net profit. The annual cash distribution or dividend policy principles should be published on the corporate website.

YES

 

 

D.3 A company should have adopted a policy with respect to forecasts, whether they are distributed or not. Forecasts means the quantified conclusions of studies aimed at determining the total impact of a list of factors related to a future period (so called assumptions): by nature such a task is based upon a high level of uncertainty, with results sometimes significantly differing from forecasts initially presented. The policy should provide for the frequency, period envisaged, and content of forecasts. Forecasts, if published, may only be part of annual, semi-annual or quarterly reports. The forecast policy should be published on the corporate website.

YES

 

 

D.4 The rules of general meetings of shareholders should not restrict the participation of shareholders in general meetings and the exercising of their rights. Amendments of the rules should take effect, at the earliest, as of the next general meeting of shareholders.

YES

 

 

D.5 The external auditors should attend the shareholders’ meetings when their reports are presented there.

YES

 

 

D.6 The Board should present to the annual general meeting of shareholders a brief assessment of the internal controls

and significant risk management system, as well as opinions on issues subject to resolution at the general meeting.

YES

 

 

D.7 Any professional, consultant, expert or financial analyst may participate in the shareholders’ meeting upon prior

invitation from the Chairman of the Board. Accredited journalists may also participate in the general meeting of

shareholders, unless the Chairman of the Board decides otherwise.

YES

 

 

D.8 The quarterly and semi-annual financial reports should include information in both Romanian and 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.

YES

 

 

D.9 The Society will organise annually minimum two meetings / TCs with analysts and stakeholders. The information presented by this occasion will be published in section Investor relation on the webpage of the Society at the date of the meetings/TCs.

YES

 

 

D.10 In case a Society sustains different forms of artistic and cultural expression, sport activities, educational or scientific activities and considers that their impact to the innovative character and competitiveness of the Society, are part of its mission and development strategy, it will publish the policy referring to its activity in this field.

 

 

 

                                                                                                   

CHAIRMAN OF THE BOARD OF ADMINISTRATORS                                                  

TARUS” – Valentin Norbert TARUS e.U.                                              Members of the Board of Administrators  

          

Represented by

Valentin – Norbert TARUS                                                                    NIPA STEUERBERATUNG SRL

                                                                                                          Adrian-Marcel PARVU        

 

                                                                                                          Elena CODREAN                  

 



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