1. Präsentation für Heineken

2. ALB NATIONAL CONFERENCE 18 October 2007 IFNs Corporate Governance A practical attempt to coordinating IFN regulations with Law 31/1990 Matei Florea

3. Conflicting legal requirements / Main legal framework  Government Ordinance 28/2006 regarding certain financial and fiscal measures, as approved by Law 266/2006 ("GO 28/2006")  Law 31/1990 on trade companies, as amended to date ("Law 31/1990")

4. Who’s who in IFNs  Operative Managers (conducători) under GO 28/2006  Managers (directori) under Law 31/1990  Executive Committee Members (membrii ai directoratului) under Law 31/1990  Operative Managers = ? = Managers / Executive Committee Members  Unclear solution under the latest draft law on IFNs

5. Operative managers: employees or agents? (I)  Operative managers of IFNs registered also in the Special Register must be employees of the respective IFNs (GO 28/2006)  Managers/members of the executive committee (Law 31/1990): *) may not be employees of their respective companies; *) their relationship with their companies is governed by agency agreements (mandat); *) employment agreements concluded by managers / members of executive committee with the company have been terminated de iure.

6. Operative managers: employees or agents? (II)  Proposed Interpretation: *) OG 28/2006 is lex specialis and therefore takes precedence over Law 31/1990 *) Operative managers of IFNs registered also in the Special Register must be employees of the respective IFNs  Latest draft law on IFNs: this requirement has been eliminated also as concerns IFNs registered also in the Special Register.

7. Committees organised by the Board (I)  Committee for risk administration and audit committee must be organised by the board of directors of IFNs registered also in the Special Register (GO 28/2006);  Audit committee in trade companies subject to financial auditing - no longer a requirement for companies having a board of directors (Law 31/1990);  Audit committee organised in trade company subject to financial auditing - still a requirement for companies subject having a supervisory board (Law 31/1990).

8. Committees organised by the Board (II)  Proposed Interpretation: OG 28/2006 is lex specialis and therefore takes precedence over Law 31/1990; All IFNs registered in the Special Register need to have their boards organize audit committees.  Latest draft law on IFNs: IFNs registered in the Special Register are no longer required to have their board organize any committee application of Law 31/1990

9. Thank you! SCHOENHERR SI ASOCIATII S.C.A. ATTORNEYS AT LAW / RECHTSANWAELTE 30 Dacia Blvd, 4th Floor, RO-010413 Bucharest T: +40 21 319 67 90 F: +40 21 319 67 92 W: www.schoenherr.ro