Report date: 14.04.2017
Name of the issuing entity: Societatea Nationala NUCLEARELECTRICA S.A.
Registered office: 65 Polona Street, District 1, Bucharest
Phone/fax number: 021-203.82.00 / 021 – 316.94.00
Sole Registration Code with the Trade Register Office: 10874881
Order number: J40/7403/1998
Subscribed and paid share capital: 3.015.138.510 lei
Regulated market on which the issued securities are traded: Bucharest Stock Exchange
To: Bucharest Stock Exchange
Financial Supervisory Authority
Ref: Current Report in compliance with Art. 113, item A of the Romanian National Securities Commission’s Regulation No. 1/2006 regarding the issuers and securities operations, as subsequently amended, as well as in compliance with the provisions of Art. 99 under the Code of the Bucharest Stock Exchange, Tier II, Issuers and Financial Instruments
Important event to be reported:
The decision of the Board of Directors regarding the approval of a 4-months provisional mandate for the CEO of SNN, Mrs. Daniela Lulache
SN Nuclearelectrica SA (“SNN”) informs the shareholders and investors on the decision of the Board of Directors regarding the mandate of the General Manager. SNN Board of Directors approved, unanimously, with the abstention of the member of the Board who exercises at the same time the position of CEO, the extension of Mrs. Daniela’s Lulache mandate as CEO, for a 4-months period, starting with 01.05.2017, respectively a provisional mandate, considering the fact that the current mandate of the CEO expires on 30.04.2017. The decision of the Board of Directors was adopted on 11.04.2017 and accepted by the CEO on 13.04.2017.
SNN is a company administered in an unitary system, the executive management being delegated to a single administrator, thus, in the case, of SNN, in contrast with the companies administered in a dualist system, the executive management cannot be fully ensured in the case of the expiration of the mandate contract of the sole executive administrator,
The decision of the Board of Directors was adopted in compliance with the applicable legislation and represents a diligent measure aimed at ensuring the continuity of the executive management function over a provisional period, until the organization of a selection procedure in accordance with the provision of OUG 109/2011 as subsequently amended, considering the fact that SNN, as a nuclear producer, requires on a permanent basis the continuity of the processes and activities, continuity which represents an international standard in the field which is evaluated accordingly.
At the same time, the Board of Directors took into account the decision of the Ministry of Energy to nominate administrators for a 4-months provisional mandate, in which case the public authority must organize a recruiting and selection procedure in the upcoming period, for the administrators with a full 4-years mandate, and the Board of Directors must organize a recruiting and selection procedure for the position of CEO for a full 4-years mandate.
At the level of a nuclear producer, there are constant processes and activities the interruption and/or delay of which, due to administrative causes, may lead to disruptions in the activity flow, which is unacceptable in the nuclear field; the ensuring of the management function is essential in the hierarchy of a nuclear producer.
Moreover, with regards to Cernavoda NPP Units 3 and 4 project, based on the intention of the Ministry of Energy to accelerate the negotiation process, the Board of Directors considered it even more necessary to approve a provisional 4-months mandate for the current CEO of SNN, as Mrs. Lulache is a full member in the negotiation commission and is very familiar with the entire negotiation process and with the particularities of the project, since the launch of the Strategy for the continuation of Cernavoda NPP Units 3 and 4 Project, in 2014, thus ensuring the continuation of the management in this process is also essential.
The decision of the Board of Directors was adopted in order to facilitate the transition period and the transfer of the complex processes and activities related to nuclear power production from the current executive management to the new administrative and executive management selected in compliance with the provisions of OUG 109/2011 as subsequently amended. The decision was based on the evaluation report prepared by the current executive management, the operating and financial results and the degree of accomplishment of the performance indicators undertaken through the mandate contract, considering the complexity of the external challenges.
We state that the decision of the Board of Directors regarding the continuation of the executive management over a provisional 4-months period, sufficient to perform a responsible transition, may or may not be accepted by the new Board of Directors which will be appointed for a provisional 4-months mandate within the General Meeting of SNN Shareholders scheduled for 24.04.2017, as per the related item on the agenda of the amended convening notive.
Ensuring the continuity of the management function in order to preserve the activity flow of the company is the competence of the Board of Directors, and its members understand to take responsibility for the upcoming transition period as well.
President of the Board of Directors