Banca Comerciala Carpatica : Raport curent stadiu conformare principii CGC 29.01.2016 EN

eb72a9fe-3a3d-4fdd-a8a5-5deef23fbcbb.pdf

No. 1787 -/01/29/2016

To: FINANCIAL SUPERVISORY AUTHORITY- Financial instruments and investments sector BUCHAREST STOCK EXCHANGE

Ref: Current report - Status of compliance with the provisions of BSE's new Code of Corporate Governance

Current report according to FSA Regulation no 1/2006 Report date: 01/29/2016 Name of Issuer: Banca Comerciala Carpatica Headquarters: Sibiu, No. 1, Autogării St. Phone / Fax No: 0269/233.985; 0269/233.371 Unique Registration Code with the Trade Register: RO 11447021 Order number in the Trade Register: J32/80/1999 Subscribed and paid-in share capital: RON 110,137,141.10

1. Important events

e) Other events

In accordance with Art. 871par. (1) and (2), Book I, Title II-Issuers and financial instruments of BSE's Rulebook, Banca Comerciala Carpatica presents in Annex 1 the status of compliance with the provisions of BSE's new Corporate Governance Code on December 31st, 2015.

Yours sincerely,

Deputy General Manager,

Elena Bădeanu

C.I.F. - RO 11447021• RC - J32/80/1999 • RB - PJR - 32 - 045 / 15.07.1999 • Capital: 110,137,141.10 RON Banca Comerciala Carpatica is registered with the National Supervisory Authority for Personal Data Processing -ANSPDCP with the notification no. 753. The company is administrated in a two-tier system.

ANNEX 1

Provision to comply with		Complies	Does not comply or complies partially	Explanations
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.	x
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.	x
A.3	The Board of Directors or the Supervisory Board should have at least five members.	x	The 18 June 2015 GSM decided to reduce the number of Supervisory Board members from 5 to 3 and the transition to the one tier management system.
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 in practice (A 4.1-4.9)	x
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.	x

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.	x
A.7	The company should appoint a Board secretary responsible for supporting the work of the Board.	x
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.	x	The Bank has a Policy on the Adequacy Assessment of governing body members and persons holding key management positions and a Policy for Nomination and Succession of governing body members and persons holding key management positions that addresses all these issues. Assessments were made at the time of nomination and subsequent events did not intervene in order to determine the need for revaluation. There will be steps towards compliance.
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.	x
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.	x
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.	x	The duties of the Remuneration and Nomination Committee were fulfilled until 18 June 2016, and subsequently they were taken over by the Supervisory Board, considering the GSM resolution from 18 June 2015 to reduce the number of members from 5 to 3 and the transition to the one tier management system.
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 accounting experience. In the case of Premium Tier companies, the audit committee	x	The duties of the Audit Committee were fulfilled until 18 June 2016, and subsequently they were taken over by the Supervisory Board, considering the GSM resolution from 18 June 2015 to reduce the number of members from 5 to 3 and the transition to the one tier management system. Currently, none of the Supervisory Board members of has the specific professional experience.

should be composed of at least three members and the majority of the audit committee should be independent.
B.2	The audit committee should be chaired by an independent non-executive member.	x	The duties of the Audit Committee were fulfilled until 18 June 2016, and subsequently they were taken over by the Supervisory Board, considering the GSM resolution from 18 June 2015 to reduce the number of members from 5 to 3 and the transition to the one tier management system. Currently, none of the Supervisory Board members of has the specific professional experience.
B.3	Among its responsibilities, the audit committee should undertake an annual assessment of the system of internal control.	x	The duties of the Audit Committee were fulfilled until 18 June 2016, and subsequently they were taken over by the Supervisory Board, considering the GSM resolution from 18 June 2015 to reduce the number of members from 5 to 3 and the transition to the one tier management system. Currently, none of the Supervisory Board members of has the specific professional experience.
B.4	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.	x	The duties of the Audit Committee were fulfilled until 18 June 2016, and subsequently they were taken over by the Supervisory Board, considering the GSM resolution from 18 June 2015 to reduce the number of members from 5 to 3 and the transition to the one tier management system. Currently, none of the Supervisory Board members of has the specific professional experience.
B.5	The audit committee should review conflicts of interests in transactions of the company and its subsidiaries with related parties.	x	The duties of the Audit Committee were fulfilled until 18 June 2016, and subsequently they were taken over by the Supervisory Board, considering the GSM resolution from 18 June 2015 to reduce the number of members from 5 to 3 and the transition to the one tier management system. Currently, none of the Supervisory Board members of has the specific professional experience.
B.6	The audit committee should evaluate the efficiency of the internal control system and risk management system.	x	The duties of the Audit Committee were fulfilled until 18 June 2016, and subsequently they were taken over by the Supervisory Board, considering the GSM resolution from 18 June 2015 to reduce the number of members from 5 to 3 and the transition to the one tier management system. Currently, none of the Supervisory Board members of has the specific professional experience.