Fondul Proprietatea voiced concerns about the way in which the selection of the Board of Directors of the National Company Bucharest Airports (CNAB) for a four-year term was conducted by the controlling shareholder, the Ministry of Transport and Infrastructure. According to the Fund’s assessment, the selection process did not abide to the provisions of the corporate governance legislation, and failed to produce suitable candidates. Shareholders are expected to vote on the appointment of the selected candidates at the General Shareholders’ Meeting scheduled for July 19, 2024.
The Fund identified several issues regarding the selection process up to this moment:
The selection process was conducted in an nontransparent and untimely manner, as the decision to restart the selection process was taken more than two years ago, and it should have been completed in 150 days, as per legal requirements.
Also, the Fund has noted that most of the candidates on the list communicated by the Ministry of Transport and Infrastructure in discussions preceding this GSM calling are not independent, as 5 out of 7 nominations seem to be employees of public institutions, instead of maximum 2, as per provisions of Government Emergency Ordinance No. 109/2011. There are also no candidates with audit experience, thus contravening another legal provision.
Even though shareholders are asked to appoint Board members tomorrow, the final list of proposals from the Ministry of Transport and Infrastrcutre is still unknown in spite of clear transparency obligations required by the corporate governance legislation.
Johan Meyer, CEO of Franklin Templeton Bucharest and Portfolio Manager of Fondul Proprietatea, said: “We are deeply concerned about the implementation of corporate governance at Bucharest Airports (CNAB) given the failure to comply with the law in the selection process of the Board of Directors. Despite the critical importance of CNAB to Romania’s transportation infrastructure, the process failed to comply with key legal provisions, such as limiting the number of civil servants and including a candidate with financial audit experience. We have already communicated these shortcomings to other stakeholders in the company and the selection process, highlighting that it is essential to have a competent and credible Board of Directors to ensure a sustainable and successful future for CNAB. Fondul Proprietatea calls on the relevant authorities to review this process to ensure compliance with the law and to protect the interests of all parties involved.”
In conclusion, Fondul Proprietatea calls on the Ministry of Transport and Infrastructure not to approve the appointment of the members of the Board of Directors of CNAB for a four-year term and to urgently initiate a new fair and transparent selection process for the full Board. “In our view, given the high profile of the company and its importance to the country, the selection process needs to produce candidates that through their professional background and reputation would provide a minimum level of assurance of a fair treatment of all stakeholders, including Fondul Proprietatea.”
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