REPORT on the management activity for Semester I 2016

Size: px

Start display at page:

Download "REPORT on the management activity for Semester I 2016"

Thomasine Rogers
5 years ago
Views:

,constanta, ROMANIA Phone/fax number 0040 241 702600 / 0040 241 694833 E-mail / Internet Office@oil-terminal.

1 REPORT on the management activity for Semester I 2016 Semestrial report according to: Art. 71 of Managing contract for the 6 months period completed on 30 June 2016 Report date 30 th June 2016 Commercial company name Societatea OIL TERMINAL S.A. Social headquarter No. 2, Caraiman str.,constanta, ROMANIA Phone/fax number / / Internet Office@oil-terminal.com/ Unic registering code at the Coomerce Registrar Office RO Order number at the Commerce Registrar J/13/512/1991 The subscribed and paid social capital The regulated market on which the issued securities are traded The main characteristics of the securities issued: 58,243,025 Lei Bucharest Stock Exchange Standard category 582,430,253 shares with a nominal value of 0.10 lei/share, nominative, indivisible, with equal voting rights, freely tradable at Bucharest Stock Exchange with symbol OIL 1. Execution of managing activity related to semester I 2016 In semester I 2016, I the com pany, two components of the Board of Directors activated, as follows: In the period January , Societatea Oil Terminal SA Board of Directors structure was the following: - CRISAN DANIEL MARIUS Board of Directors Chairman - COSTREIE TOMA BOGDAN Manager - MATEI DUMITRU Manager - SC STAAR RATING SRL legal person represented by Dan Cristian BARBULESCU Manager - GHEORGHE CRISTAIN FLORIN Manager - DAVID DANIELA CORNELIA- Manager - PAUN DAN Manager - By BoD decision no. 28/ , the Board of Directors settled the structure of the consultative committees that ran inside the Board of Directors in the period May 2015 March 2016: - Audit Committee: - Cristian Florin Gheorghe chairman - Matei Dumitru member - SC STAAR RATING SRL by representative - Dan Cristian Barbulescu member Committee of nomination and remuneration: - Matei Dumitru chairman - Toma Bogdan Costreie member - SC STAAR RATING SRL by representative - Dan Cristian Barbulescu member - Dan Paun member 1

2 - Elena Daniela David member - Consultative committee for strategy and development: - Dan Paun chairman - Cristian Florin Gheorghe member - Elena Daniela David member - Toma Bogdan Costreie member On , managers signed the management contracts, SC STAAR RATING representative represented by Mr. Dan Cristian Barbulescu excluded. In the period up to now, Societatea Oil Terminal SA Board of Directors structure is: 1. COSTREIE TOMA BOGDAN Board of Directors chairman 2. GRIGORESCU CATALIN CONSTANTIN Manager 3. TANASE IULIA GABRIELA Manager 4. GHITA BOGDAN VALENTIN Manager 5. MATEI DUMITRU Manager 6. CODESCU DAN Manager (until when his dismissal request, from personal reasons, was recorded in the company office) 7. STANESCU NICOLAE BOGDAN CODRUT interim manager (appointed by BoD on for the vacancy position after Mr. Dan Codescu dismissal and until the Shareholders General Ordinary meeting) 8. SC STAAR RATING SRL -legal person represented by Dan Cristian BARBULESCU Manager 9. MOISE NICOLETA MARIANA manager (appointed by the Shareholders General Ordinary Assembly on for the vacancy position after Mr. Dan Codescu dismissal ) - According to legal provisions, Board of Directors, by Decision no.38/ settled the consultative committees structure that ran inside it in the period April 2016-up to now*: - Audit committee: - CODESCU DAN chairman - MATEI DUMITRU member - SC STAAR RATING SRL -legal person represented by Dan Cristian BARBULESCU Member - GRIGORESCU CATALIN CONSTANTIN member Committee of nomination and remuneration: - GRIGORESCU CATALIN CONSTANTIN chairman - GHITA BOGDAN VALENTIN Member - TANASE IULIA GABRIELA Member - MATEI DUMITRU Member - SC STAAR RATING SRL -legal person represented by Dan Cristian BARBULESCU Member Committee of development and strategies: - TANASE IULIA GABRIELA chairman - GHITA BOGDAN VALENTIN Member - CODESCU DAN member On the managers signed management contracts, SC STAAR RATING representative represented by Mr. Dan Cristian Barbulescu excluded. In nthe first semester of 2016, 11 meetings of Board of Directors took place, having been adopted 57 decisions. After de decisions adoption and distribution, 53 decisions were implemented, 1 decision was not implemented and 3 decisions are going to be implemented. Among these, we remind: 2

3 - BoD decision no.1/ , by which the Prognosis of the services supplies pla for 2016, updated and the Program of physical and valoric services supplies for the period were approved - BoD decision no..3/ , by which the Plan of actions to implement Societatea Oil January, a new Collective Labor Contract has come in force, contract negotiated with a team, made of 4 managers and general director, according to Bod decision. Collective Labor Contract was signed by general director, according to BoD decision 109/ it is available in the period was recorded in the Work Territorial Inspectorate under no / Furtherly, in February 2016, Board of Directors, with a majority of votes, assumed, by decision no.13, approving by decision with a majority of votes Collective Labor Contract form and content. On , the Additional Act no.1 of the Collective Labor Contract was signed by the general director, act having the object the company employees with a labor contract in force on the effective increase application date salaries, by 150 lei, applicable since 1th July This increase was negotiated by the negotiation team, settled by BoD decision, in the meeting held for Collective Labor Contract negotiation of December 2015, if complying with the Budget of revenues and expenditures (this salary increase negotiated in December 2015 is provided in the Budget of revenues and expenditures for 2016, approved by the Shareholders General Ordinary Assembly) - BoD decision no. 13/ , by which it approved the start of court action against the company shareholder, Broadhurst Investments Ltd., for minority excess, action based on an extrajudicial expertise to settle the prejudices quantum brought to Oil Terminal - In the period , Constanta Audit Office public auditors effected the control on situation, evolution and management of state public and private patrimony and the legality of revenues and expenses for On , the company BoD took note of the control report no.1450/ and of decision no.7/ and decided to contest all measures disposed by the Audit Office and ordered to the company executive management to contest all measures provided by the Audit Office in decision no.468/d.7 of It started the social capital increase procedure, BoD, by decision no.34/ , appointed the evaluator expert, PFS VERDES MIHAELA, in order to achieve the report of expertise and evaluation of fields for which the company got propriety right certification certificates. The evaluator issued the evaluation report no / , estimating the fields value in the amount of 155,610,179 lei. By BoD decision no.66/ , BoD selected the independent specialized expert, to go on with the company social capital increase operation Expert issued the actions calculation report no / in the meeting of 13 May 2016, BoD, with a majority of votes, decided to extend the general director mandate until a new director appointment according to EGO 190/2011, but for not more than 4 years. We mention that, the Consultative Committee of Nomination and Remuneration recommendation was to extend the mandate until a 30 day term expiry since the first BoD, selected and appointed according to EGO no. 109/2011 provisions, bu not later than By BoD decision no. 46/ , the performance indicators for general director for 2016 were approved, the mandate contract annex is in the same structure and value as the performance indicators approved by BoD, for The performance criteria and indicators achievement degree for general director in semester I 2016 is 219.0% - By BoD decision no.54/ , the company flowchart alteration was approved, that is part of the Organization and Running Regulation and its updating, applicable since According to financial calendar issued and submitted to Bucharest Stock Exchange and to National Commission of securities on , the capital market disposals were complied with, as follows: - the preliminary financial results for 2015 were sent - the financial results for 2015 (approved by BoD and the Shareholders General Ordinary Assembly in the meeting of ) were sent - the financial results for trimester I 2016 (approved by BoD) were sent - the financial results fos semester I 2016 (approved by BoD) were sent The preliminary financial results for 2015, Societatea OIL TERMINAL SA reports for 2015, trimester I 2016 and semester I 2016 are on the audience disposal, in written form, on request in the company 3

4 office, no.2, Caraiman str., Shareholding Communication Dept., and on the company website / reports and are on the audience disposal for at least 5 years. In semester I 2016, Shareholders General Ordinary Assembly took place with the following day agenda: 1. The approval of Revenues and expenses budget for The Chairman empowerment to sign the meeting documents. 3. The company general director empowerment to sign the necessary documents regarding the shareholders general assembly decisions at the Commerce Office by Constanta County and to effect the formalities regarding these decisions publishing. 4. Settling the date as register date, according to art. 238, al.1 of Law no.297/2004 and settling of date as ex-date, according to art. 238, al.1 of Law no.297/2004, CNVM Regulation no.1/2006 and CNVM Regulation no.6/2009 together with ASF Decision no.1430/ Appointment of Societatea Oil Terminal SA Board of Directors members, by the cumulative vote method. 6. Settling of the board of directors members indemnities. On , Shareholders General Ordinary Assembly took place with the following day agenda: 1. Approval of the financial situations for 2015, issued according to International Standards of Financial Report (IFRS), containing: financial situation position, overall result situation, own capitals alterations situation, cash flows situation, notes of financial situations, according to the Board of Directors report and the Report of the independent financial auditor. 2. Approval of the managers discharge for the activity run in the financial year Approval of the Annual Report of financial year on , issued according to CNVM Regulation 1/ Approval of the proposal of net profit distribution for 2015 in an amount of 6,484, lei as follows: Legal reserve: 539,045 lei Other reserves representing fiscal facilities provided by law 237,780 lei Employees participation to profit: 570,765 lei Dividends due to shareholders: 2,853,825 lei Own financing source: 2,283, lei 5. Approval of the settling of gross dividend per share for 2016 as being lei/share, the payment term settlement and methods. of the present shareholders/representatives voting rights, it authorizes the Board of Directors to appoint the payment agent according to regulation framework applicable for the dividends payment. 6. Board of Directors mandate for the payment agent nomination according to the regulation framework applicable for the dividends payment. 7. Approval of date as dividends payment date according to art.2 letter g) of Regulation 6/2009 and art. 129/3 of Regulation 1/

5 8. Information on the Yearly report for 2015 issued by the Committee of nomination and remuneration. 9. Approval of the empowerment of the assembly chairman to sign the meeting decisions. 10. Approval of the empowerment of the company general director to sign the necessary documents regarding the shareholders general assembly decisions in the Commerce Registrar of Constanta Court and to effect the formalities for these decisions publishing. 11.Approval the settling of date as registering date, according to provisions of art. 238, paragraph 1 of Law 297/2004 and settling of as ex-date, according to provisions of law no.297/2004, of CNVM Regulation no.1/2006 and of CNVM Regulation no.6/2009 together with ASF; decision no.1430/ General description of the company financial position and performances for the 6- month period completed on 30 June 2016, comparing to Simplified interim financial situations and semester accountant reports The information are found in the Report for semester I published on the company website. 4. Contracted acquisitions in the period , with greater values than the equivalent in lei of 100,000 Euros for services and 500,000 Euros for products and services, according to the Ministry Order no.704/2011 and AGEA decision 11/ The acquisitions are held according to Acquisitions Internal Regulation. TRIMESTER I 2016: Contract no. Name CPV code Economic operator 14/25/ Planned revisions and accidental repairs to LDE and LDH engines 42/73/ Slam and polluted ground evacuation North Storage Farm, Port Storage Farm and South Storage Farm 46/89/ Repair of shoretank R 22 (roof, firefighting Repairs and maintenance services for engines Polluted soils ellimination Works of shoretanks buliding Romania Euroest SA Oil Depol Service SRL Talpac SRL Contract value VAT excluded (lei) Unitary prices, estimated maximum value 400,000 Unitary prices, estimated maximum value 400,000 Contract type Services supplies Services supplies 1,900,000 Works 5

6 system, coil) Port Storage Farm in view to be introduced in the technological flow TRIMESTER II 2016 Contract no. Name CPV code Economic operator 100/171/ Operational leasing for firefighting truck, excavator and work platform at height (PRB) euros- Lot 1 fire fighting truck leasing rate 5995 euros VAT excluded. Lot 2 excavator leasing rate 2053 euros VAT excluded. Lot 3 - work platform at height (PRB) leasing rate 1,524 euros VAT excluded 42/73/ Slam and polluted ground evacuation North Storage Farm, Port Storage Farm and South Services of hiring or leasing of own real goods Polluted soils elimination Center Tea & Co SRL Oil Depol Service SRL Contract value VAT excluded (lei) Contract type 2, 188,764 Services supplies estimated 400,000 Services supplies 6

7 Storage Farm 5. Investments program achievement degree on : Investments activity in Societatea Oil Terminal SA Constanta runs in two main directions: - investments objectives for the company own patrimony; - investments objectives related to public domain, according to Minimal program regarding the oil terminal rehabilitation and modernization (annex no.5a) of the Leasing Oil Agreement concluded with the National Agency of Mineral Resources For 2016, the investments expenses are in an amount of 13,215 thousand lei constituted at the investments financing source level, from which credits reimbursement for investments in an amount of 2,896 thousand lei, investments expenses in an amount of 10,319 thousand lei No. Investment type name Planned value Year 2016 (thousand lei) Proposed value on (thousand lei) Achieved value on (thousand lei) Achievement degree on (%) =4/3 1. Investments objectives for the company own patrimony 7,139 7,031 7, Investments objectives public domain (modernization) 3. Total investments expenses 3,180 2,770 3, ,319 9,801 10, Transactions with managers In semester I 2016, there no concluded transactions with managers or executive managers, general director, directors or, employees, shareholders having control on Societatea or with a company controlled by these, with husband or wife, relatives or family ties until the IV degree included. Board of Directors Chairman, Toma Bogdan COSTREIE 7

8 8

CURRENT REPORT According to CNVM Regulation no.1/2006 Report day:

TO: BUCHAREST STOCK EXCHANGE FAX: 021/2569276 FINANCIAL SURVEY AUTHORITY FAX: 021/6596436 NO. 176/19.03.2018 CURRENT REPORT According to CNVM Regulation no.1/2006 Report day: 19.03.2018 OIL TERMINAL S.A.Constanta