On the grounds of the provisions of Art. 6 par. 4 and Art. 44 par. 2 in the Emergency Ordinance 88/1997 regarding privatization of companies, published in the Romanian Official Gazette no. 381 on December 29, 1997, part I,

the Romanian Government decides:

Art. 1. The approval of the Methodological Norms regarding privatization of companies and sale of assets as well as the Regulation for organization and operations of the State Ownership Fund included in annexes 1 and 2 that are entirely part of the present decision.

Art. 2. The Ministry of Privatization and the State Ownership Fund shall take the necessary steps for the implementation of the Methodological Norms regarding privatization of companies and sale of assets.

Art. 3. The ongoing privatization procedures at the moment when the current decision comes into force shall continue and the validity of documents and steps taken until the respective date shall be acknowledged in compliance with the former legal provisions.

Art. 4. On the date when the current decision comes into force, the following documents are abrogated:

• G.D. 643/1992 regarding the Regulation of organization and operations of the State Ownership Fund, published in the Romanian Official Gazette, Part I, no. 262 on October 21, 1992 with subsequent modifications;
• G.D. 457/1997 related to the approval of the Methodological Norms regarding the privatization procedures and the requirements for organization and conduct of the sale of shares, social parts and assets, published in the Romanian Official Gazette, Part I, no. 213 on August 28, 1997;
• The specific Norms regarding privatization of companies in the research and development sector no. 637/20/294/2.295, issued by the Ministry of Research and Technology, the State Ownership Fund, and the National Agency for Privatization, published in the Romanian Official Gazette part I, no. 102 on May 20, 1996.

Bucharest, February 2, 1998
No. 55
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Art. 1. (1) The current methodological norms establish the procedures and the conditions for the sale of shares and assets, concerning the implementation of the provisions of the Emergency Ordinance no. 88/1997 regarding the privatization of commercial companies.

(2) In this respect, the present methodological norms regulate:

1. the participation of the legal entities and individuals, Romanian or foreign, to the acquisition of shares held by the state or the authorities of the public local administration, as the case may be;
2. the purchase of assets belonging to commercial companies where the state or an authority of the public local administration is a majority shareholder, by legal entities or individuals, Romanian or foreign.

Art. 2. (1) The provisions of the current methodological norms are applicable in the case of the following commercial companies that have shares managed by the State Ownership Fund:

1. commercial companies established in compliance with the provisions of Law no. 15/1990 regarding the reorganization of the economic state-owned companies as Regies Autonomes and commercial companies, as well as in the case of the commercial companies resulting from the transformation of the Regies Autonomes, in compliance with Government Decision or decisions made by authorities of the public local administration;
2. commercial companies or companies/national companies resulting from reorganization of Regies Autonomes of national and local interest in compliance with the provisions of the Emergency Ordinance 30/1997 *)regarding reorganization of Regies Autonomes, with subsequent adjustments. The companies/national companies are transferred under the responsibility of the State Ownership Fund on the grounds of a protocol concluded with the responsible ministry, and are privatized on the date set up in the annual program of privatization approved by Government Decision;
3. commercial companies established by the public local administrative authorities, on the grounds of Law 69/1991 as republished, with subsequent modifications;
4. commercial companies resulting from division or merger of companies mentioned at letters a)-c).

*)The Government Emergency Ordinance no. 30/1997 was passed and modified by Law 207 on December 12, 1997 published in the Romanian Official Gazette, Part. I, no. 336 on December 18, 1997.

(2) The banks follow the method of privatization established by Law no. 83/1997 for the privatization of the banks where the state is a shareholder, with subsequent modifications. In this respect, the present methodological norms are applicable, unless otherwise stated.

Art. 3. (1) The sale of shares issued by commercial companies where the state or an authority of the local public administration is a shareholder is conducted:

• at the headquarters of the State Ownership Fund or on the national or international stock exchanges, for companies included in the category of large enterprises;
• at the local branches of the State Ownership Fund or on the national or international OTC markets, for companies included in the category of small and medium enterprises in compliance with the annual program of privatization approved by the Board of Administration of the State Ownership Fund for the branches;
• at the business centers opened in Romania or abroad by the State Ownership Fund;
• on the international capital markets, by investment banks that concluded contracts with the State Ownership Fund.

(3) Large enterprises are commercial companies with a minimum social capital of ROL 18 billion.

Art. 4. (1) The seller has the obligation to publish in the mass media, the electronic system included, the ad for the sale of shares for commercial companies and draft beforehand the presentation file.

(2) The sales ad provided in par. (1) includes information on:

• name and head office of the commercial company;
• registration number and the fiscal code;
• object of activity;
• social capital registered with the Commerce Registry Office and the total number of shares, respectively;
• number of shares offered for sale and their percentage of the total number of shares;
• structure of shareholders.

(4) In case the State Ownership Fund receives from a potential investor, a letter of intent regarding the acquisition of a share package issued by a commercial company, the State Ownership Fund is obliged:

• to make the publicity specified in par. (1) within at most 3 business days after the presentation file is drafted;
• to draft the presentation file within at most 30 business days after the registration of the letter of intent.

(2) The sale of shares through any of the methods described in the current Norms compels the State Ownership Fund to draw up an irrevocable offer, valid at least 30 calendar days, but no more than 180 days after it was made public.

(3) The offered price is settled on the grounds of a valuation report drafted by the State Ownership Fund or a commercial company/specialized firm, as the case may be. In case a company where the state or an authority of the public local administration is a shareholder, is listed on the stock exchange or on another organized market, the State Ownership Fund shall not draft, as a rule, an evaluation report. In this particular case, the offered price shall be the average of the listed quotations registered over the previous month on the stock exchanges or other organized national or international markets.

(4) The last deadline for paying the price agreed upon for the share package sold, since the date when the sales-purchase contract is sold, is:

• up to 60 business days, for circumstances when the price of shares is paid in full;
• up to 30 business days, for the payment in advance under circumstances when the payment is made by installments.

(6) The commercial companies that were issued certificates attesting the right of property on land, are privatized and the value of the land is included in the social capital. The shares generated by the increased value of the social capital shall be held by the State Ownership Fund and the other shareholders, as the case may be, according to the date when the land was registered in the Land Book and the moment when the shareholders acquired this position. The State Ownership Fund is compelled to make the first offer for the share package corresponding to the value of the land, to the existing shareholders. If, within 15 business days the shareholders do not submit a bid, the State Ownership Fund shall offer for sale the share package to other bidders, through any of the privatization methods, observing the current norms.

Art. 6. The public institutions, Regies Autonomes, and commercial companies where the State or an authority of the public local administration owns more than 10 percent of the total number of shares, with a right to vote in the shareholders general meeting, are not entitled to participate to sale of shares or assets, under the sanction of nullity of the sales-purchase contracts concluded.

Art. 7. The State cannot transfer, free of charge, property rights over assets of the commercial companies in which it holds shares to the assets of a public institution or a Regie Autonome, unless due damages are paid, under the sanction of nullity of the transfer act.

Art. 8. (1) The Ministry of Privatization shall draft regulations regarding the presentation file, regulations for organization and carry out of auctions for shares/assets, standard sales/purchase contracts, standard offers for the sale of shares with payment by installments or for the use of assets in the real estate leasing system, as well as any other regulations it judges necessary for the implementation of the current methodological norms.

(2) The Regulations are approved through order of the Ministry of Privatization and are published in the Romanian Official Gazette part I, with the support of the State Ownership Fund.

(3) The State Ownership Fund is compelled to submit to the Ministry of Privatization copies of all sales-purchase contracts for shares.

Art. 9. The current methodological norms define the following notions as follows:

1. outcry auction is a procedure for selling, having a public character, organized in one stage and in which an unlimited number of persons can take part;
2. auction with sealed envelope bid is a procedure for selling, having a public character, organized in one stage, in which bidders that answer to the ad take part and where the selection is made by the seller, based on a score;
3. direct negotiation is a procedure by which the seller and a potential buyer agree upon the clauses that have to be included in the sales-purchase contract whose object is shares issued by the commercial company where the State is a shareholder;
4. seller is the State Ownership Fund or a commercial company, in the case of sale of assets;
5. buyer is any legal entity or individual or a group of legal entities or individuals that purchase assets of a commercial company or shares issued by a commercial company where the State is a shareholder. The buyer cannot be a company where the Romanian state or an authority of public local administration holds more than 10 percent of the total number of shares with a right to vote in the shareholders general meeting;
6. strategic investor is a buyer who purchases more that 51% of the voting shares issued by a commercial company where the state is a shareholder, and portfolio/institutional investor is a buyer who purchases a maximum of 33% of the voting shares issued by a commercial company where the state is a shareholder;
7. companies/national companies are joint stock companies established on the grounds of the Emergency Ordinance no. 30/1997, approved and modified by Law 207/1997, and organized on the grounds of Law 31/1990 as republished;
8. auctioneer is the person who conducts an auction;
9. bidder is the one who bids, potential buyer accepted to an auction;
10. bid represents the firm and irrevocable manifestation of the volition of the seller or the potential investor to conclude a contract, according to the conditions provided by the presentation file and according to the procedures of the current methodological norms; the validity term of a bid is between the date of its registration with the seller and the date of signature of the sales-purchase contract, but no more than 180 calendar days;
11. association is the association of employees, members of the Board of Administration or pensioners whose last job was with the company; the association of the employees of the company to be privatized is a legal entity of private law without patrimonial motivations;
12. environmental obligations of type A are those responsibilities that identify the environmental obligations known at the moment of the sale, related both to the past damages and to the future ones, observing the legislation. These are dealt with by specifying in the documents of the offer and in the sales-purchase contract some minimum accepted environmental objectives. The buyer has to take upon himself integrally the costs and the responsibility for the accomplishment of the minimum accepted environmental objectives;
13. environmental obligations of type B are those responsibilities that identify potential sources of environmental obligations, labor protection and health obligations, whose costs cannot be precisely known and which depend on the future legal framework, on the third parties behavior and on information available in the future;
14. environmental survey Level 0 is a verification file filled in by the commercial company, that contains the information needed to determine if the commercial company has an impact on the environment and to establish the minimum accepted environmental objectives;
15. environmental survey Level I is a study on the environment, without sample analysis and without analyzing the environmental factors, that includes all the elements of the technical analysis of the environmental aspects in order to make a decision regarding the dimension of the real impact of the commercial company to be privatized on the environment. A section of this survey includes: recommendations for the minimum accepted environmental objectives, a description of the environmental obligations of type B and potential responsibilities related to the environment, identified outside the balance sheet;
16. environmental survey Level II requires an environmental study of the commercial company that is to be privatized or the assets that are to be sold, made in order to quantify the dimension of the contamination of the environmental factors, by sample analysis and chemical or physical analysis. A section of this survey includes: recommendations for the minimum accepted environmental objectives, a description of the environmental obligations of type B and potential responsibilities related to the environment, identified outside the balance sheet;
17. authorized expert on environment is any individual or legal entity, Romanian or foreign, authorized to execute the environmental survey Level I and Level II required by procedures of dealing with environmental requirements mentioned in Title V of the current methodological norms.

Art. 10. (1) The public offering is the proposal made by State Ownership Fund to sell shares that it has under management, issued by a commercial company, under the condition of the equal possibility of reception from minimum 100 undetermined persons.

(2) The public offering is valid at least 30 calendar days, but no longer than 180 calendar days from the day of its publication.

Art. 11. State Ownership Fund has to obtain the authorization for the public offering from the National Securities Commission based on a prospectus, within 5 business days after the registration. For the companies listed on the stock exchange or the OTC market an offer prospectus shall be drafted.

Art. 12. During the process of public offering the nominal value, the number and all the characteristics of the shares for sale cannot be modified.

Art. 13. The acceptance of the public offering by investors is unconditioned and becomes irrevocable.

Art. 14. (1) The list of commercial companies selling shares by public offering is published in the annual privatization program, published in Romanian Official Gazette, Part I, and through an ad on the date when the prospectus is authorized, if such a prospectus is issued, in a central newspaper of large circulation and/or in a local newspaper.

(2) The list shall be published on INTERNET or on other electronic system as well as in an international newspaper or a specialized magazine, as the case may be.

Art. 15. (1) In order to draft the offering prospectus, the National Securities Commission will issue special instructions, in view of simplifying the procedures to authorize the prospectus, for the public offerings promoted by the State Ownership Fund, both on the stock exchange and on the OTC market.

(2) State Ownership Fund can conclude contracts with Broker -- Dealer companies for the sale of shares on the Stock Exchange or on the over-the-counter market.

Art. 16. The sale through direct negotiation is made when the seller targets exclusively the strategic investors, or in the case when, after the accomplishment of the advertising procedure, only one bid is submitted.

Art. 17. The initiative of the sale through direct negotiation can belong both to the seller and to an interested strategic investor.

Art. 18. The organization of the activity of direct negotiation is ensured by the seller through a commission made of 3-5 persons from the employees of the State Ownership Fund and it is conducted at the headquarters of the State Ownership Fund in the case of the companies included in the category of large companies or the local branches and in the case of companies included in the category of small and medium companies.

Art. 19. (1) The members of the direct negotiation commission cannot be shareholders, associates, managers or auditors at the commercial company that has shares offered for sale.

(2) The persons whose relatives and/or in laws, up to the fourth degree inclusively, or spouses are in one of the situations provided by par. (1) cannot be members of the commission.

(3) In order to sell shares, the seller can appoint experts in the field, who should take part as consultants to the commission in the direct negotiation, as well as in the writing of the presentation files.

(4) The compensations for the consultants are established and paid by the seller.

Art. 20. (1) In view of the sale of shares issued by commercial companies, the seller writes, beforehand, a presentation file, and puts it at the disposal of any bidder, based on a confidentiality agreement.

(2) The presentation file provided by par. (1) shall be made in Romanian and/or in a language of international circulation, in case foreign bidders expressed their intention to take part in the direct negotiation.

(3) The presentation file can be obtained, against a fee, from State Ownership Fund headquarters or from its branch. The State Ownership Fund establishes the sale price of the presentation file.

Art. 21. (1) Exceptionally, the seller can bring modifications to the content of the presentation file. Any modification will be communicated to the bidders who bought the presentation files, by letter or by fax, no more than 5 business days before the date announced for handing in the participation documents and the purchase bids.

(2) In case the presentation file is modified observing the procedure provided by par. (1), it is necessary to extend the term for submitting the bids. The new term will be communicated by the seller to all bidders, together with the notifications.

Art. 22. (1) The seller is obliged to publish the ad for the sale of shares in a central newspaper of large circulation, in a local newspaper, as well as on INTERNET or other electronic system, at least 15 calendar days before the date of the direct negotiation, but no more than 30 calendar days before the date set for submitting the bids.

(2) In the case when foreign investors are to be attracted, the ad is published, according to par. (1) in an international newspaper or in a specialized magazine.

Art. 23. (1) In order to take part in the direct negotiation, the bidder is obliged to deposit a participation guarantee representing up to 3% of the announced offered price, so that the seller be ensured of the bidder’s solvency, and, in the case of finalizing the direct negotiation, of the conclusion of the sales-purchase contract and the completion of the payment obligation.

(2) The participation guarantee is to be deposited, at the latest, together with the documents for participation and the purchase bids, until the date specified in the ad.

(3) No bid will be taken into consideration if the guarantee provided by par. (1) has not been deposited.

Art. 24. (1) The quantum of the participation guarantee is approved by the Board of Administration of State Ownership Fund for large companies and by the Local Board of the sof branches for small and medium sized companies. The participation guarantee is constituted in national currency for legal entities or individuals located/based in Romania and in hard currency for foreign individuals/legal entities.

(2) The participation guarantee can be made in the following ways:

1. transfer by bank draft
2. C.E.C.

Art. 26. (1) The guarantees for the participation to the direct negotiation, irrespective of the way they were constituted, are given back without with-holding any amount, within no more than 3 business days after the signature of the minute that designated the best bid, with the exception of the guarantee of the bidder with whom the sales-purchase contract shall be concluded.

(2) The cancellation of a bid submitted at the seller’s office after the term announced in the ad specified in Art. 22, the refusal of the buyer to sign the sales-purchase contract or to make the payments leads to the loss of the deposited participation guarantee.

Art. 27. (1) In order to take part to the direct negotiation, the bidders have to submit the following documents:

a) for Romanian legal entities:

• the proof for having paid the participation guarantee ;
• copies of the certificate of registration at the Commerce Registry Office, of the establishment documents of the bidding commercial company, and of the fiscal code;
• letter of financial credit worthiness issued by a bank;
• the proof for having paid the fiscal obligations: copies of the fiscal certificate or copies of the statements submitted by the bidding commercial company, registered by the regional financial body and accompanied by the bank drafts that attest their payment;
• power of attorney for the representative of the bidding commercial company that takes part to the direct negotiation
• statement on own account attesting that the legal entity that is being represented does not undergo reorganization or liquidation.

• proof of having paid the participation guarantee;
• copy of the identity card;
• criminal record certificate;
• power of attorney for the representative of the bidder that takes part to the auction;
• proof of having paid the fiscal obligations.
• for non-profit private legal entities – foundations, associations:
• the proof of having paid the participation guarantee;
• copy of the association/foundation’s by-laws and of the legal decision for establishment;
• power of attorney for the representative of the association/foundation that takes part to the direct negotiations.
• for foreign legal entities or individuals:
• proof of having paid in hard currency the participation guarantee;
• proof of identity or legal status. In the case of individuals a copy of the passport shall be submitted, and in the case of legal entities the registration certificate from the country of origin;
• statement on own account stating the non-existence of a criminal record, notarized with a Romanian public notary (in the case of individuals);
• letter of financial credit worthiness issued by a corresponding foreign bank with a Romanian bank ( in the case of legal entities);
• power of attorney for the representative of the bidder that takes part to the direct negotiations;
• statement on own account that the legal entity is not undergoing reorganization or bankruptcy.

Art. 28. (1) Together with the documents needed for participation to the direct negotiation, the bidder also submits the bid in a separate sealed envelope, which will include:

• the bid price, the modality and the conditions of payment;
• proposals regarding the investments in the commercial company;
• the firm commitment of the bidder regarding the validity of his bid;
• other documents required and mentioned in the presentation file.

Art. 29. The direct negotiations will take place based on a rating grid for the bids, approved by the Board of Administration of the State Ownership Fund for the large companies or by the Board of Administration of State Ownership Fund branches, for small and medium sized companies.

Art. 30. (1) The bidders that are proven to have established agreements for the falsification of the result of the direct negotiation, with the aim of obtaining more advantageous prices, or those that impede the development of the direct negotiation lose the participation guarantee and will be excluded form the direct negotiation. Exclusion from direct negotiation is decided upon by the commission mentioned in Art. 18 and it is specified in the minutes of the commission.

(2) Neither the individuals or legal entities that did not observe the obligations stipulated by the shares sales-purchase contract previously concluded with the State Ownership Fund or with NAP, nor the legal entities undergoing reorganized or bankruptcy procedure are accepted to direct negotiation.

Art. 31. After the direct negotiations ended, the commission drafts a minute that includes the conclusions over the clauses that need to be included in the sales-purchase contract.

Art. 32. (1) Based on the conclusions included in the minute, the seller concludes, with the bidder that presented and maintained the best bid, the sales-purchase contract for shares, in a period between 5 and 15 business days after the date of the signature of the minute.

(2) The minute specified in par. (1), together with the documents concerning the organization and the carrying out of the direct negotiation are recorded, permanently, at the seller’s office.

Art. 33. The sales-purchase contract for shares concluded after the direct negotiations, can be modified only by the signing parties’ agreement. The commitments that led to the appointment of the buyer cannot be modified.

Art. 34. In all cases the sales-purchase contract is subject to the Romanian Law.

Art. 35. The provisions of the present section apply to the sale through auctions, of shares issued by commercial companies where the state or an authority of the public local administration is a shareholder, with the participation of Romanian or foreign legal entities and individuals.

Art. 36. The auctions are public and can be organized in the following forms:

• outcry auction;
• sealed bid auction.

(2) The members of the commission provided in par. (1) cannot be shareholders, associates, managers or auditors at the commercial company whose shares are sold through public auction. Also, the commission cannot include members whose relatives and/or in laws up to the 4^th degree including, or spouses are in the aforementioned situations.

Art. 38. The auction commission is responsible for the observance of the auction, according to the provisions of the present methodological norms, as well as for the examination and evaluation of the bids and for adjudication.

Art. 39. (1) The seller is obliged to publish the ad in a central newspaper with large circulation, in a local newspaper as well as on INTERNET or other electronic system, at least 15 business days but no more than 30 business days before the date of the auction.

(2) If foreign bidders are to be attracted, the ad is to be published, in compliance with par. (1) in an international newspaper or in a specialized magazine.

Art 40. The ad will be posted, compulsorily, at the seller’s offices, at the same time with its publication according to Art. 39.

Art. 41. The seller has the obligation to draft the presentation file before the ad is published and to make it available to the bidders at the State Ownership Fund headquarters or at the local branch.

Art. 42. (1) The presentation file of the commercial company is at any bidder’s disposal, based on a confidentiality agreement.

(2) The presentation file will be drafted in Romanian, as well as in a foreign language of international circulation, in case foreign bidders expressed their intention to take part to the public auction.

(3) The presentation file provided by par. (1) can be obtained against a fee, at the place indicated by the seller in the ad.

(4) The sales price of the presentation file and the quantum of the fee for taking part to the public auction are established by State Ownership Fund.

Art. 43. (1) Exceptionally, the seller can bring modifications to the content of the presentation file. Any modification will be communicated to the bidders who bought the presentation files by letter or by fax, at least 5 business days before the date when the documents for the participation in the auction are to be submitted.

(2) In case the presentation file is modified according to the procedure provided by par. (1), it is necessary that the term for submitting the bids be extended and the date of the public auction delayed. The new term will be communicated by the seller to all the bidders once the notifications are sent.

Art. 44. In view of taking part to the auction, the bidder is obliged to deposit, at least one hour before the auction session begins, a participation guarantee representing up to 3% of the announced opening price, and to pay the participation fee.

Art. 45. (1) The participation guarantee is constituted in national currency for legal entities or individuals located/based in Romania and in hard currency for foreign individuals/legal entities.

(2) The participation guarantee can be made in the following ways:

1. transfer by bank draft
2. C.E.C.

Art. 47. (1) The guarantees for the participation to the public auction, irrespective of the way they were constituted, are given back without with-holding any amount, in at most 3 days after the auction date, excepting the guarantee of the participant that bought the auctioned shares. For that participant the participation guarantee is retained and deducted from the sum owed for the purchase of the shares.

(2) The cancellation of a bid submitted at the seller’s office after the term announced in the ad for the organization of the auction, as well as the refusal of the buyer to sign the sales-purchase contract or to make the payments leads to the loss of the deposited participation guarantee.

Art. 48. (1) The place where the auction takes place is established by the seller and announced in the ad.

(2) Any modification in the schedule of an auction will be communicated to the participants at least 5 business days before the established date of the respective auction and will be published in the newspapers where the ad was published initially.

Art. 49. The deadline for the participation to the public auction is a time factor. The bids registered after the participation deadline are excluded from the auction and given back to the bidders.

Art. 50. (1) The conditions for the carrying out of the public auction are met if on the announced date, hour and place at least 2 bidders are present.

(2) In case there is only one bidder and his bid meets the conditions required by the seller, a direct negotiation will follow. If the bidder does not accept the conditions offered in the presentation file, the seller can organize another auction, observing the publicity conditions stipulated by the present methodological norms or can change the method of privatization for the respective company.

Art. 51. The individuals who submitted the participation documents can take part to the auction, in compliance with the provisions of Art. 27.

Art. 52. (1) The bidders that are proven to have established agreements for the falsification of the auction’s result, with the aim t obtain more advantageous prices, or those that impede the carrying out of the auction lose the participation guarantee and will be excluded form the auction. The exclusion is decided upon by the auction commission and it is specified in the auction minutes.

(2) Neither the individuals or legal entities that did not observe the obligations stipulated by the shares sales-purchase contract previously concluded with the State Ownership Fund or with NAP, nor the legal entities that undergo reorganization or bankruptcy are accepted to the auction.

(3) During the auction session, correlated actions of the bidders meant to impede the auction session or to influence the auction commission members are forbidden. The bidders included in this category are excluded from the auction and loose their participation guarantee.

Art. 53. (1) The possible objections of the bidders can be submitted in written form, in a period of 24 hours from the announcement of the decision of adjudication, at the seller’s office where the auction took place.

(2) The objections stipulated by par. (1) are analyzed and settled within 5 working days by the seller.

(3) In case the objections are grounded, the seller cancels the adjudication decision, communicates the decision to all bidders and decides, accordingly, for the organization of a new auction or the adjudication of the auction in favor of another bidder.

Art. 54. (1) The buyer is obliged to sign the sales-purchase contract in a period of time between 5 and 15 business days, computed from the date when the auction took place or from the date when the objections were solved.

(2) If at the end of the term provided by par. (1) the buyer refuses to sign the sales-purchase contract, he loses the participation guarantee, and the auction commission proceeds to the settlement of the sales-purchase contract with the bidder that occupies the second-best position, in case he agrees with the conditions established at the adjudication of the auction. In the contrary case, a new auction is to be organized, observing the provisions of the present methodological norms.

Art 55. (1) The sales-purchase contract for shares concluded after the auction can be modified only by the signing parties’ agreement. The commitments that led to the adjudication of the auction cannot be modified.

(2) Under all circumstances the sales-purchase contract for shares concluded with a foreign legal entity or individual is subject to the Romanian Law.

(3) The minute for adjudication, together with the documents concerning the organization and the carrying out of the auction are recorded, permanently, at the seller’s office.
 

Art. 56. In view of purchasing shares issued by companies where the state is a shareholder the employees, the members of the Board of Administration or the pensioners who had worked for the company before they retired, can establish associations in compliance with the provisions of the Emergency Ordinance 88/1997 regarding privatization of companies.

Art. 57. (1) The association can acquire legal entity if it includes at least 20 individuals as stipulated in Art. 16 par. (1) in the Emergency Ordinance 88/1997, and it appoints among its members an initiative committee made up of 3-7 members. The initiative committee provides drawing up of the by-law draft of the association and fulfills all formalities necessary to establish the association.

Art. 58. (1) The procedure to establish the association is shown below:

1. the initiative committee requests, by posting at the company head office, the membership applications to the association from individuals as stipulated in Art. 16 par. (3) in the Emergency Ordinance 88/1997. If at least 30 per cent of the total number of individuals mentioned in Art. 16 point 1 in the Emergency Ordinance above filed membership applications to the association, the initiative committee convenes the constitutive general assembly;
2. the constitutive general assembly can decide upon the establishment of the association, and in this case it approves the by-law and appoints the first Board of Administration of the association. On the date when the first Board of Administration of the association is appointed, the initiative committee shall cease its activity.

(3) The registration petition shall include:

1. notarized copy of the minutes of the constitutive general assembly and the by-laws of the association;
2. proof of existence of initial assets of the association, and its head office.

Art. 59. (1) The court verifies meeting the legal requirements and approves the petition, deciding to register the association in the special Register for legal entities. The association acquires legal entity at the moment of registration.

(2) Any adjustment made in the by-law by the general meeting of the association needs immediate communication to the court; the judge decides to include references to the adjustments in the registry of legal entities.

(3) In order to facilitate the establishment of an association, in annex no. 1.1 A to the present methodological norms a standard by-law is included.

Art. 60. In view of the acquisition of shares of the commercial company that is to be privatized, the association, through its legal representative, shall submit to the central office or to the local branch of SOF the bid accompanied, compulsorily, by the following documents:

• the minutes of the constitutive general assembly of the association and the association’s by-law;
• the final decision of the legal instance that authorizes the association, including the date and the registration number of the association in the special register for legal entities, held in courts;
• the proof for having provided the publicity, by posting at the commercial company’s offices categories of individuals that can be members of the association.

1. payment by installments, advance paid from own sources; the advance is a minimum of 20% of the sale price and the interest is 10%; payments are spread out on a period of 3-5 years after the sales-purchase contract was concluded;
2. payment by installments, with a minimum advance of 20% of the sale price, paid from amounts resulting from the credit with a bank at the current interest rate; payments are spread out on a period of 3-5 years after the sales-purchase contract was concluded, and the interest is 10%;
3. entire payment.

1. the object of the sales-purchase contract;
2. duration;
3. bid price, payment, initial advance and the spread out of payments, as the case may be;
4. contractual responsibility.

Art. 63. (1) The companies where the State or an authority of a public local administration is a majority shareholder, as defined by the Emergency Ordinance 88/1997, can sell shares of their patrimony to legal entities or individuals of private right, in compliance with the legal provisions in force and observing the provisions of the current methodological norms.

(2) The sale of assets as stipulated in par. (1) can be made through open outcry or sealed bid auctions, adjudication at the market price, based on demand and supply.

Art. 64. (1) The commercial companies stipulated in Art. 63 in the current methodological norms are entitled to sell assets, if the sale does not affect the sale of shares or the sale of an entire asset.

(2) The sale of assets of a company where the state or an authority of public local administration is a majority shareholder can be organized at the head office or at the local branches of the State Ownership Fund.

Art. 65. The Board of Administration mandates accordingly their representatives in the Shareholders General Meeting of the selling company, in order to make the decisions related to the selling of shares, observing the procedures in the current norms.

Art. 66. The pieces of land corresponding to the assets sold previous to the date of acquiring the certificate of attestation of the right of property on the pieces of land belonging to the seller’s patrimony will be sold, at the market price, to the buyers of the respective assets, through direct negotiation between the contracting parties.

Art. 67. The procedure for selling assets is initiated by the sole manager or by the Board of Administration of the seller commercial company that has the respective assets, and with State Ownership Fund agreement, or initiated by the State Ownership Fund, granting a mandate to its representative in the shareholders general meeting.

Art. 68. (1) The sole manager or the Board of Administration of the selling company draws up the list of the assets proposed for sale, and forwards it to be approved by the shareholders general meeting, accompanied by a technical-economical description.

(2) The shareholders general meeting is convened by the sole manager, the Board of Administration or the State Ownership Fund within 30 business days after the list of assets proposed for sale was drafted, in compliance with par. 1 or within the same term after the publication of the list of assets proposed for sale and drawn up by the State Ownership Fund, to approve:

1. the sale of an asset or assets, as the case may be;
2. setting up the opening price according to the evaluation report previously drafted. The starting price of the auction is made public in the sales ad and does not include the value-added tax;
3. the participation guarantee that can be up to 30% of the starting price.

(2) In the case provided by par. (1) the sole manager or the Board of Administration of the selling company analyze the request of the applicant and drafts, in 5 days after the request was registered, a technical-economical description and submits it to the SOF for approval.

(3) When the request is rejected, the sole manager or the Board of Administration of the selling company will communicate to the applicant, in written form, in a period of 5 days after the decision of rejecting the request was made, the reasons that led to this decision. In case the applicant considers the reasons that determined the rejection of the application were unfounded, he can file a written objection with the headquarters of the State Ownership Fund. The State Ownership Fund is compelled to analyze the objection within 10 business days, and in case the rejection decision is unfounded, the representative/representatives of the State Ownership Fund in the shareholders general meeting are granted a mandate to approve the applicant’s request within at most 10 business days.

Art. 70. The sole manager or the Board of Administration of the selling commercial company approves the amount of the participation fee, considering also the expenses incurred for organization and carry out of the auction.

Art. 71. The seller is obliged to publish the sale’s ad for the respective assets, in a central newspaper of large circulation and in a local newspaper. In case foreign bidders are to be attracted, the ad is to be published in an international newspaper or in a specialized magazine, as well as on the INTERNET or any other electronic system.

Art. 72. (1) The sales ad shall be posted compulsorily at the headquarters of the SOF, at the seller’s office, at the location of the asset and at the territorial branch of the SOF.

(2) The term established for the auction is a minimum of 15 business days after the date of the publication of the sales ad provided by Art. 71, but no more than 30 business days. In case the price is not adjudicated at the first session, a second session shall be organized within 5 business days after the first session of the auction.

Art. 73. The seller has the obligation to post at his office, as well as at the asset’s location, the days and the hours when the asset can be examined by those interested to take part in the auction.

Art. 74. (1) The seller is obliged to put at the disposal of those interested, against a fee, starting the date of the publication of the sales ad, the presentation file of the asset.

(2) Exceptionally, the seller can adjust the content of the presentation file. Any adjustment will be communicated to the bidders who bought the presentation files, by mail or fax, at least 5 days before the date of the auction.

(3) In case the presentation file is modified according to the procedure provided by par. (2), and it is necessary that the auction date be modified, the new term will be communicated by the seller to all the bidders once the notifications are sent.

Art. 75. (1) In the auctions for selling assets can take part private legal entities and individuals, Romanian or foreign.

(2) The bidders submit to the office of the auction’s organizer, at least one hour before the auction starts, the following documents:

1. the proof of depositing at the selling company a guarantee of 3% of the opening price of the auction. The payment of the participation guarantee can be made by:

• transfer by bank draft
• C.E.C. account.

2. the act that attests the power of attorney granted to the person that represents the bidder during the auction session;
3. the proof for having paid the fiscal obligations: fiscal certificate or copies of the declarations deposited by the bidding commercial company, registered by the territorial fiscal body and accompanied by the bank drafts, that should attest their payment;
4. specific documents, depending on the legal status of the bidders:

1. copies of the certificate of registration issued by the Trade Registry Office, of the documents of establishment of the bidding commercial company and of the fiscal code;
2. letter of financial credit worthiness issued by a Romanian;
3. statement on own account stating the entity does not undergo reorganization or bankruptcy;

1. the certificate of registration of the foreign commercial company, translated into Romanian, and authorized by a public notary in Romania;
2. letter for the financial credit worthiness issued by a counterpart foreign bank to a Romanian bank;

- for traders - individuals and family associations: copy of identity documents, operations authorization issued on the grounds of the Decree-law no. 54/1990, certificate of criminal record, as the case may be;

- for foreign individuals: copy of passport and statement on own account stating the absence of a criminal record, notarized by a Romanian public notary, as the case may be.

Art. 76. (1) In order to organize and conduct the auction, the seller shall establish a commission made of 3-5 persons, appointed by decision of the sole manager or the Board of Administration, out of which a president and a secretary appointed by the selling company and the other members are representatives of the Ministry of Privatization and the State Ownership Fund. The compensations for the members of the auction commission are established and paid by the seller, by the decision of the sole manager or the Board of Administration.

(2) The members of the Board of Administration or the senior managers of the selling company are not entitled to participate to the auction as bidders.

(3) The auction commission provided by par. (1) is liable for the observance of the procedure for the auction’s progress according to the present methodological norms, as well as for the activity of examination of the assets’ presentation files, evaluation of the bids and declaring the winner of the auction.

(4) To conduct the auctions the commercial company can be assisted by the stock exchanges by the decision of the sole manager or the Board of Administration. In this particular case, the provisions of par. (1) - (3) of this article are not applicable anymore.

Art. 77. (1) The bidders that are proven to have established agreements for the falsification of the auction’s result, with the aim to obtain prices more advantageously or those that impede the development of the auction are excluded from the auction and lose the participation guarantee. The exclusion is decided upon by the auction commission and it is specified in the auction minutes.

(2) During the auction session, correlated actions of the bidders meant to impede the auction session or to influence the auction commission members are forbidden.

Art. 78. The minutes of the auction, together with the documents concerning the organization and carrying out of the auction are recorded, permanently, at the seller’s head office.

Art. 79. (1) The prospective objections of the bidders can be submitted at the seller’s head office where the auction took place, within 24 hours after the auction session ended.

(2) The sole manager or, depending on the case, the Board of Administration of the seller is obliged to solve the claims in a period of 3 business days after they were submitted.

(3) In case the objections are grounded, the seller cancels the decision of adjudication, communicates the decision to all bidders and decides, depending on the case, the organization of a new auction.

(4) The participation guarantee is paid back within at most at most 5 business days after the auction was adjudged, except for the winner’s guarantee, which is deducted from the sale price.

Art. 80. The integral payment of the adjudged asset shall be made in at most 45 calendar days, computed after the date of the signature of the sales-purchase contract.

Art. 81. (1) The companies mentioned in the current section with ongoing tenancy, rental or partnership association agreements could sell, through direct negotiation with the lessees or associates, the assets they already use incase they have made investments. Investment works, in the understanding of the present methodological norms, mean modernization works for the ceiling, floor, walls, installations, other than the maintenance works, or the endowment necessary for the functioning.

(2) For the cases provided by par. (1), the sale of the asset to the lessee is done without an auction. In this case from the sale price the value of the investments is deducted based on the evaluation report.

(3) The options of the lessees or the associates, according to the provisions of par. 1, are submitted to the sole manager or the Board of Administration of the selling company, for analysis.

(4) Within 5 business days after the options are submitted, in case of agreement, the sole manager or the Board of Administration of the selling company shall submit for the State Ownership Fund’s approval the rationale (description note) in view of granting a mandate to its representatives in the shareholders general meeting for the sale of the respective assets. In this particular case, the shareholders general meeting is convened within 15 days after the mandate granted by the sof was received.

(5) In case the options submitted are overruled, the provisions of Art. 69 par. 3 are enforced accordingly.
 

Art. 82. (1) The sale of assets can be conducted with payment by installments, with the agreement of the State Ownership Fund, under the requirements set up by the Boards of Administration, made by traders – individuals, family associations or commercial companies that fall under the category of small and medium size enterprises.

(2) The small and medium size enterprises are defined as legal entities that meet one of the following requirements:

1. authorized on the grounds of the Decree-law no. 54/1990, traders – individuals, family associations;
2. established on the grounds of Law 31/1990 as republished and are generated by the process of privatization of companies where the state or an authority of the public local administration does not hold more than 10 percent of the total number of voting shares and the company has up to 250 employees.

1. payment of a minimum advance of 20 percent of the asset’s sale price;
2. spread of the installments over a period of 3-5 years after the date of the conclusion of the asset’s sales-purchase contract;
3. payment of an annual interest of 30 percent.

Art. 85. The payment of the advance is done within at most 30 calendar days, after the date of the signature of the asset’s sales-purchase contract.

Art. 86. For the assets sold by installments a mortgage is set up, in favor of the seller company, until the day of the integral payment of the price.
 

Art. 87. (1) Real Estate Leasing Contract with an irrevocable selling clause is the contract by which a commercial company, named lessor, gives to another person called user, for a determined period of time, the right of possession and use over an asset, at the end of the leasing period the user being able to buy the asset.

(2) User can be any person among the persons mentioned in Art. 63 or Art. 82 in the present methodological norms.

Art. 88. (1) Real estate leasing contracts with an irrevocable clause are concluded only based on an auction with sealed envelope bids, according to provisions pertaining to organization of auction for the sale of assets in the current norms.

(2) The maximum duration of the contract is 3-5 years.

Art. 89. (1) The companies with on going tenancy, rental and partnership association agreements can conclude by novation, in compliance with Art. 1128-1137 in the Civil Code, real estate leasing contracts with an irrevocable sale clause, by direct negotiation with lessees or associates, under circumstances when the companies made investments in assets they use. In this particular case, value of the investments is subtracted from the sale price, according to an evaluation report agreed upon by the parties.

(2) Lessor or associate can be any individual or legal person of private right.

Art. 90. (1) The conclusion of the real estate leasing contracts by novation can be initiated at the proposal of the State Ownership Fund, the sole manager or the Board of Administration of the commercial company that owns the respective assets or at the specific request of the lessor or associate.

(2) In response to the options made by the lessees or the associates, within 30 business days after they are submitted, the sole manager or the Board of Administration of the commercial company convenes the shareholders general meeting to approve:

1. the real estate leasing system, by novation;
2. setting the price in accordance with the prior drafted evaluation report, and establishing the negotiation requirements for the real estate leasing contract by novation.

Art. 91. (1) The sole manager or the Board of Administration of the commercial company that is to transform by novation the tenancy, rental or partnership association agreement in a real estate leasing contract with an irrevocable selling clause has the obligation to proceed to drafting the evaluation report, taking into consideration the value of the investments made by the lessee.

(2) The sole manager or the Board of Administration is compelled to conclude within at most 15 business days after the real estate leasing contract with an irrevocable clause is concluded.
 

Art. 92. (1) Under all circumstances, the asset’s sales-purchase contract terminates in a maximum period of 15 business days, after the date when the auction was adjudged or after the date when the objections were settled.

(2) The asset’s sales-purchase contract, concluded after the auction was adjudged can be modified only with both parties’ agreement. The commitments that led to the adjudging of the auction cannot be modified.

(3) Should the auction’s winner not sign the assets’ sales-purchase contract, based on reasons that are imputable to him, he loses the participation guarantee, he has to pay damages to the seller company and the auction is annulled.

Art. 93. Under all circumstances the sales-purchase contract concluded with a foreign legal entity is subject to the Romanian legislation.

Art. 94. In 5 business days after the assets’ sales-purchase contract is concluded, the process of transcription shall begin, and registration, respectively, of the real estate, according to the law.

Art. 95. At the date of the sale of an entire asset, the rental, tenancy and partnership association agreements that encumber entirely or partially the asset, are taken over by the buyer except for the contract he is a titular of.

Art. 96. (1) The seller is obliged to communicate to the SOF the information regarding the sold assets within 5 days after the date of the conclusion of the assets’ sales-purchase contract.

(2) If, for other reasons, the assets’ sales-purchase contract or the leasing contract for the asset is cancelled or solved, the seller is obliged to communicate to the SOF in writing about it, within 5 business days after the contract’s cancellation or resolution.
 

Art. 97. (1) The offered price for the sale of shares held by the State is set up, according to the method of privatization, as follows:

• for commercial companies that sell shares through auction, the offered price is set up by a simplified evaluation report;
• for the commercial companies that sell shares through other privatization methods, the offered price is set up by the evaluation report drawn up by using the patrimony evaluation methods, the rate of return method and combinations of those, or by the simplified evaluation report.

Art. 98. The evaluation report of the commercial company, necessary to set up the offered price, is drafted by State Ownership Fund, under circumstances when the offered price is set according to the simplified evaluation report or by legal entities or individuals specialized in evaluations and selected on auction grounds, for the other circumstances.

Art. 99. The offered price for the sale of company assets is established in accordance with the evaluation report drafted using the methods of asset evaluation, effectiveness and their combination by individuals or legal entities specialized in evaluations. The evaluation report of the assets shall also evince the value of investments made by the lessor or associate deducted from the sale price, and taking into account the depreciated value of the investments.

Art. 100. The procedure of dealing with the environmental objectives starts in circumstances as shown below:

1. a share package representing more than half of the total voting rights in the shareholders general meeting of a commercial company is offered for sale, through the same contract;
2. an asset is offered for sale, which is or has been a part of the assets of a commercial company that develops or has developed, according to the environmental legislation, an activity having a negative impact on the environment.

1. the State Ownership Fund, in the situation provided by Art. 100 letter a);
2. the commercial company, through its Board of Administration or the sole manager, depending on the case, in the situation provided by Art. 100 letter b).

Art. 103. In case the procedure of dealing with environmental requirements starts, environmental objectives of type A and/or type B can be included in the sales-purchase contracts having as object shares or assets.

Art. 104. (1) At the beginning of the environmental procedure, the Board of Administration or, depending on the case, the sole manager of the commercial company that is to be privatized or that sells assets has the obligation to write an environmental survey Level 0, in a period of at most 3 business days after the date of the publication of the announcement according to Art.4 par. (1).

(2) In case the commercial company that is to be privatized has branches or assets in several counties, the Board of Administration or, depending on the case, the sole manager will submit the environmental survey Level 0 to the competent environmental authority in the county where the branch or the asset are located.

Art. 105. The competent environmental authority has the obligation to evaluate and fill the sections corresponding to the environmental survey Level 0, to establish the environmental objectives type A, in form and content as shown in annex 1.2.A. in the current Methodological Norms and transfer them to the seller entirely filled in, within 4 business days after it was received.

Art. 106. (1) If the seller, upon proposal of the competent environmental authority that verified and filled in the environmental survey Level 0, considers that the environmental survey is not detailed enough as to clarify the environmental objectives type A, the procedure has to be continued with an environmental survey Level I or Level II.

(2) Within at most 10 business days after the environmental survey has been received and based on its own information, the competent environmental authority establishes and submits to the seller the final environmental objectives type A.

Art. 107. (1) The environmental objectives Type A as minimally accepted environmental objectives include in part I in annex 1.2.B to the present methodological norms, measures to cut the current and future effects of existing activities at the moment when the environmental procedure starts, and in part II in annex 1.2.B to the present methodological norms, measures to ameliorate the effects on the environment of activities prior to the start of the procedure.

(2) The environmental requirements type A will refer both to the long term environmental objectives, and immediate decisions aiming environmental protection.

(3) When environmental requirements type A are established in accordance with the environmental survey, environmental additional objectives type B can be set.

Art. 108. The environmental surveys Level I and Level II will be conducted by experts authorized by the Ministry of Waters, Forests and Environmental Protection. In case an environmental survey Level I or Level II is conducted by legal entities, it has to be signed by an individual authorized as environment expert as well.

Art. 109. The authorized expert who draws up an environmental survey Level I or Level II for a commercial company that is to be privatized or for an asset that is to be sold cannot have the position of manager or auditor for the respective commercial company, or hold more than 5% of the shares of the respective commercial company. He also cannot have contractual ties with the buyer, represent its interests or be his manager or auditor.

Art. 110. The competent environmental authority can charge fees for the services provided to the seller according to the provisions of the present methodological norms. The quantum of the fees is established by government decision, at the proposal of the Ministry of Waters, Forests and Environmental Protection.

Art. 111. (1) The State Ownership Fund will ask, in compliance with the accounting legal provisions, the commercial company to indicate on the balance sheet the liabilities related to the environment regarding the assets of the commercial company, or depending on the case, identified outside the balance sheet, in case appropriate reserves have not been provided in the balance sheet for these liabilities.

(2) In annex 1.2.C. to the present methodological norms there is a list of potential responsibilities related to the environment, identifiable outside the balance sheet.

Art. 112. For the circumstances when the procedure provided by the present title starts, the presentation shall include the environmental survey Level 0 and, depending on the case, the report for the environmental surveys Level I and Level II, as well as the environmental objectives type A. The environmental objectives type B as established and the liabilities related to the environment, identified in the balance sheet shall also be included, as the case may be.

Art. 113. The categories of environmental objectives type B that can be included by the State Ownership Fund in the sales-purchase contract are presented in annex no. 1.2.D. to the present methodological norms. These categories of objectives include measures that have to be taken by the buyer, depending on the case, and cannot make the object of a separate contract.

Art. 114. Any contract that includes categories of objectives type B, other than those in annex no.1.2.D. to the present methodological norms, is considered to be a violation of the procedure of dealing with the environmental obligations according to Art. 33 par. (1) let. b) in the Emergency Ordinance no. 88/1997.

Art. 115. In order to meet the contractual environmental objectives, the State Ownership Fund, together with the buyer, can agree upon the establishment of a deposit named account for environmental guarantees, bearing an interest, with a bank decided upon by the State Ownership Fund, out of the sale price. This account shall be debited by the buyer and it can be opened for:

• environmental obligations type A;
• environmental obligations type B.

• the currency of the account;
• the contractual party/parties that can approve the payments from the account for environmental guarantees, and, as the case may be, the way to inform the State Ownership Fund on payments;
• the receiver of the funds from the account for environmental guarantees that were not spent at the expiration of the contractual obligations;
• the duration of using the account as mentioned for each environmental obligation type B;
• requirements to repay the sums used to complete entirely or partially each environmental obligation.

(2) When the sums provided by par. (1) are paid back, the appropriate accounting principles will be observed, so that the deduction, twice, of the same costs in the balance sheets be avoided.

(3) The use of amounts in the account for environmental guarantees to incur expenses aiming to meet the obligations type B related to a piece of land of a company that is resold after privatization, is allowed only with the approval of the State Ownership Fund.

(4) At the date when the restitution request is filed in, the buyer shall be a shareholder of the company or owner of the asset that was object of the sale.

Art. 118. After the conclusion of the sales-purchase contract that includes environmental obligations type B, the buyer is obliged to provide the State Ownership Fund, at the end of every 12 months, with any information regarding the causes that could in the future, lead to the usage of the sums in the account for environmental guarantees, until the duration of using the account expires. The information shall include a description of the damage, its nature and evaluation of its extent.

Art. 119. The categories of environmental obligations type A and type B cannot be transferred by the buyer to another legal entity without the consent of the SOF.

Art. 120. The fund deposited by the buyer in the account provided by Art. 115 cannot be used if the risk covered by this fund has been produced, intentionally by the buyer or the commercial company, after the sale.

Art. 121. The buyer is responsible for the damage caused to SOF by acts that impede the accomplishment of the rights provided by Art. 115 – Art. 120.

Art. 122. In the cases provided by the categories of environmental obligations type B, at the moment of the appearance of the risk, the buyer is obliged to take measures in order to fit the loss within the limit of the sum for which the respective categories have been contracted.

Art. 123. In case, as a result of including some categories of environmental obligations type B, an account for environmental guarantees is used, in compliance with Art. 115, the buyer is compelled to inform the State Ownership Fund on facts that have an impact as to the size of amounts used from the account.

Art. 124. (1) The sales-purchase contracts that include environmental objectives type A shall also include penalties for late payments made by the buyer if he does not meet the requirements set up in the contracts.

(2) The State Ownership Fund and the buyer can agree in accordance with the sales-purchase contract that a portion of the company’s sold assets to be transferred to another company aiming to make the latter company fully responsible for solving the environmental difficulties of the respective party. In this particular case, the contract shall include a clause regarding the person that pays the costs of the respective act of solving the environmental difficulties. The same provisions are applicable for the sale of assets with an impact on the environment.

(3) In case the land corresponding to the company to be privatized or the asset to be sold is not included in the sale offer, the sales-purchase contract shall regulate the way in which the buyer takes responsibility for the environmental obligations related to land.

Art. 125. The SOF cannot be sued by the damaged parties that filed complaints against the commercial company or against the assets that were the object of the sale.
 

Art. 126. The following deeds are considered to be violations of the provisions of the present methodological norms, unless they are carried out in such conditions so that, according to the law, they are considered infringements on the law:

• non-observance of provisions of Art. 68 par.1 and Art. 69 regarding the procedure for approving the sale of assets;
• non-observance of provisions of Art. 68 par. (2) regarding establishment of the opening price of the auction;
• non-observance of provisions of Art. 40 and Art. 72 par. (1) regarding the fact that it is compulsory to post the ad for the organization of the auctions;
• non-observance of the term between the date of the publication of the sales ad and the date of the auction proper, provided by Art. 39, Art. 72 par. (2) and non-observance of the term between the date of the publication of the ad and the date of the direct negotiation, provided by Art. 22;
• non-observance of provisions of Art. 20, Art. 41, Art. 42, Art. 74, Art. 102 and Art. 112 regarding the presentation file;
• non-observance by the seller, for reasons that are imputable to him, of terms stipulated in Art. 32, Art. 54, Art. 62 par. 2 and Art 92 par. 1, for signing the sales-purchase contract;
• non-observance of provisions of Art. 94 regarding real estate advertising;
• not providing information within the terms mentioned in Art. 96;
• not starting the environmental procedure in compliance with the provisions of Art. 101;
• non-observance of the provisions of Art. 104 regarding the conduct of the environmental survey level 0 on the due terms;
• the responsible environmental authority not providing information stipulated in Art. 105 and Art. 106 par. (2);
• non-observance of the provisions of Art. 107, Art. 108 and Art. 109;
• non-observance of the provisions of Art. 114;
• non-observance of the provisions of Art 116 – Art. 118 and Art. 122 – Art. 124.

those from let. c), e), f), and h) with a fine ranging from ROL 300,000 to 500,000;

those from let. a), d), g), i), and n) with a fine ranging from ROL 500,000 to1,000,000;

those from let. b), j), k), l), and m) according to the provisions of Art. 33 in the Emergency Ordinance of the Government no. 88/1997.

Art. 128. The establishment of the violations and the application of the sanctions are made by the staff of the Ministry of Privatization, financial audit bodies of the Finance Ministry, the autonomous administrative authority in the field of competition or the staff of the central competent authority for environmental protection, depending on the case.

Art. 129. Violation of the provisions of Art. 39, Art. 68 par. (2), Art. 71 and Art. 72 par. 2 has as a consequence the annulment of the auction.
 

Art. 1. Objective and name

For the purchase of shares of the Commercial Company "…………………….." that is to be privatized, hereinafter referred to as company, the Association …………………, is established, according to the provisions of the Emergency Ordinance 88/1997.

Art. 2. Head office

The head office of the Association ……………… is in ………………, str………………………., no……, county (sector)………….

Art. 3. Duration

The duration of the association is agreed to be ………… months (years) beginning with the date of the registration in the special Registry of the Court for legal entities from the instance to which the respective company belongs . 

Art. 4. Object of activity

The object of activity of the association is the purchase of a share package issued by the commercial company "………………..".

In this respect the association:

1. receives contributions, in cash, made by the members of the association in view of the purchase of shares of the commercial company;
2. conclude credits with banks for the purchase of shares;
3. conclude and negotiate with the SOF the sales-purchase contract of shares aiming to distribution of shares among the members of the association;
4. to hold, until their integral payment, the shares purchased according to art. 19 letter a and b in the Emergency Ordinance 88/1997;
5. to organize the distribution of shares according to the conditions established by the shareholders general meeting of the association.

The initial assets of the association result from sums deposited by the members of the association.

The balance sheet and the expenses and revenues budget of the association are made on an annual basis, according to the legal provisions.

Art. 6. General meeting

6.1. The general meeting, made of all the members of the association, is the supreme executive body of the association.

In this respect the duties and responsibilities of the general meeting are the following:

• approves and modifies the associations’ by-law;
• appoints and revokes the members of the Board of Administration and of the audit commission;
• approves the annual report of the association’s Board of Administration, the balance sheet and the expenses and revenues budget;
• establishes and modifies the criteria of distribution to the members of the association of the shares purchased by the association and approves the distribution program;
• decides the exclusion from the association;
• approves the loan of credits;
• decides the dissolution of the association;
• decides the payment of remuneration of the members of the Board of Administration and the audit commission, as well as payment of other temporary expenses determined by the activity;
• approves any other decision that in compliance with the by-law are exclusively under the responsibility of the general meetings.

6.3. The General Meeting will be convened at least once a year at the request of the Board of Administration in ordinary sessions and in extraordinary sessions whenever it is necessary.

6.4. The extraordinary General Meeting can be convened at the initiative of the Board of Administration or of a third of the total number of the members.

6.5. The General Meeting is legally assembled when it is attended by half of the total number of the members of the association and makes valid decisions if half plus one of the members present at the meeting vote in favor.

6.6. A convocation for the general meeting, with the specification of the agenda of the meeting, should be made at least 14 days before the actual meeting, by written notification to all the members of the association or by notices posted at their offices.

6.7. The decisions of the General Meeting shall be made by open vote.

The secret ballot is compulsory for the election of the members of the Board and the auditors and for their revocation.

Art. 7. The Board of Administration

7.1. Board of Administration is the executive body of the association, made of ……. members *) elected by the General Meeting, for a period of ………….months/years.**)

The Board is made of …….. members, including a president and a vice-president.

*)The number of members of the Board of Administration shall be minimum 3 and maximum 7.

**)The period for which the members of the Board are elected shall be 2 to 4 years.

7.2. The association is represented in front of public authorities, in Court and in the relations with third parties by the president or the vice-president of the Board.

7.3. The members of the Board are responsible for the damages caused by them, both related to third parties and to the association or the members of the association.

7.4. The attributions of the Board are the following:

• provides the effective conduct of the activity of the association between general meetings, and carries out the administrative acts of its activity;
• negotiates and signs the sales-purchase contract for shares;
• organizes and supervises the distribution of shares to the members of the association and reports the result to the general meeting;
• approves the subsequent adhesion of other persons to the association, observing the provisions of art. 10 of the present by-law, as well as the withdrawal from the association;
• provides the balance sheet and the expenses and revenues budget of the association, that are to be approved by the general meeting;
• exercises any other attributions and carries out the tasks established by the general meeting.

7.6. During the meetings of the Board of Administration participation of half of the members is compulsory and the decisions are valid with the vote of the majority of the members present at the meeting.

Art. 8. Auditors’ commission *)
8.1. The audit of the management of the association’s patrimony will be provided by the auditors’ commission, made of 3 members, elected by the general meeting.

8.2. The auditors’ commission drafts reports and submits them to the Board of Administration whenever it is necessary.

*)The establishment of the auditors’ commission is optional. If the auditors’ commission is not established, the general meeting provides the audit of the management of the association’s patrimony.

Art. 9. The following individuals can become members of the association:

• full time or part time employees of the company with labor contract concluded for an undetermined or determined period of time;
• members of the Board of Administration;
• pensioners who worked for the respective company before they retired.

Art. 11. Any member of the association can withdraw, at any time, from the association, on condition that he/she communicate the decision to the Board, 3 months in advance.

Art. 12. The general meeting can decide the exclusion from the association of a member, if it is established that he/she violated the provisions of the by-law of the association or failed to meet the obligations to which he/she committed to in the request for shares subscription, and in the case of the employees of the company, when their contract is cancelled for reasons imputable to them.

Art. 13. The number of shares that are distributed to each member of the association shall be established according to their option and according to the amounts already paid or that are to be paid, observing the criteria set by the general meeting of the associates.

Art. 14. According to the distribution criteria provided by art. 13, the contribution of each member of the association is of minimum ROL ………………. and maximum ROL ……………, and it will be paid as follows: (integral payment or payment by installments, in cash).

Art. 15. The option for the purchase of shares is expressed by an application for share subscription according to the form in annex 1.1.B to the current methodological norms.

Art. 16. The shares purchased by the association in the way presented by art. 19, letter c) in the Emergency Ordinance 88/1997 shall be transferred to the members of the association immediately after their integral payment.

These shares shall be registered in the shareholders’ registry of the company, on behalf of the members of the association that paid integrally the shares distributed and who have a voting right in the shareholders general meeting of the company, according to the number of shares held.
 

I ________________________, address _____________, serial number of the identity card ___________, hereby declare that:

• I meet the requirements stipulated by the law for entering the association, having the status **) of ______ with the company.
• I am aware and agree upon the by-law of the association and the program of distribution of shares, as approved by the general meeting of the association.
• I subscribe for a number ***) of _____________ shares, at a nominal value of ROL _______________ each, at the price of ROL __________ each.
• I jointly annex ___________________ ****) for ROL ___________, representing ___________% of the subscribed shares.
• I commit myself to pay in the account of the subscribed shares, according to the spread of payments as communicated by the association, under the terms of the sales-purchase contract for shares.

*) The application is submitted to the president of the Board of Administration of the association.

**)Employee, member of the Board of Administration, pensioner whose last job was with the company.

***)At most the number of shares distributed according to the program.

****)Documents in proof of payment.

PART I – Measures to reduce the current and future effects of current activities

Section A – Pollution of Soil and Underground Waters

This section includes the environmental objectives type A related to reaching, as a result of improvement works, the concentration of polluting elements in the soil and the underground waters, of the location or related to it.

When setting up the environmental objectives one must consider the concentration of polluting elements established as alert and intervention limits in compliance with the regulations regarding evaluation of environment pollution.

Section B – Discharge of Waters

This section includes environmental objectives type A related to allowed concentrations of polluting elements in the technological effluents and other used waters that come from the location.

The objectives shall take into account, as the case may be: the levels of treatment reached at the location before discharge, the levels of treatment reached after discharge by other parties or equipment, the system that takes over the discharges of used waters and the final receiver of treated or non-treated used waters.

When setting up the environmental objectives, one must consider legal standards and regulations in force for establishing the maximum acceptable concentrations of polluting elements in the discharges of used waters and natural receivers, as well as alert and intervention limits in the Regulations regarding evaluation of environment pollution.

Section C – Emissions in the Air

This section includes the environmental objectives type A related to acceptable concentrations of polluting elements in discharges of gasses in the air.

The environmental objectives shall take into account the levels of treatment reached on the location before discharge, and masses of local and regional air receiving treated and non-treated emanations from the location.

When setting up the environmental objectives one must consider legal standards and regulations in force concerning concentrations of polluting elements in emanations in the air and the surrounding air, as well as alert and intervention limits in the Regulations regarding evaluation of environment pollution.

Section D – Reduction of Waste

This section includes the environmental objectives type A related to types and quantities of waste that can or cannot undergo treatment before reducing them according to a specific method.

Observing the legal requirements, the objectives shall take into account the necessity of minimizing and recycling the toxicity as it is known or supposed to be; dangers generated by different types of waste; current and future availability to use specific modalities to cut waste at a local or regional level.

Section E – Labor Protection and Hygiene in the Work Environment

This section includes the environmental objectives type A related to protection of the labor force facing the impact of the results of activities carried out.

When setting up the environmental objectives one must consider legal standards and regulations in force concerning the acceptable exposure to concentrations of polluting elements, such as noise and other factor of stress in the work environment.

Section F – Plans of Protection against Emergency Situation, Preventing and Extinguishing Fires

This section includes the environmental objectives type A related to preventing measures and plans aiming to actions that shall be decided upon in emergency circumstances, fires included.

When setting up the environmental objectives one must consider legal standards and regulations in force, defense plans against emergency situations and for preventing and extinguishing fires.

PART II – Measures to Reduce the Effects of Activities on the Environment Prior to the Start of the Environmental Procedure

References shall be made in sections A – E in Part I.

Part I - Measures to reduce the current and future effects of the existing activities

**)It represents a base for orientation in setting up the minimal accepted environmental objectives.

**)It represents a base for orientation in setting up the minimal accepted environmental objectives.

**)It represents a base for orientation in setting up the minimal accepted environmental objectives.

**)It represents a base for orientation in setting up the minimal accepted environmental objectives.

***)Except special and dangerous waste that shall be mentioned separately.

**)It represents a base for orientation in setting up the minimal accepted environmental objectives.

**)It represents a base for orientation in setting up the minimal accepted environmental objectives.

Part II - Measures to reduce environmental effects of activities prior to the start of the procedure

**)It represents a base for orientation in setting up the minimal accepted environmental objectives.
 

1. The value of claims related to the environment, made by third parties in court regarding:

• the damage caused by the third part’s action (in compliance with Art. 1000 in the Civil Code),
• absence of maintaining the building or construction error (in compliance with Art. 1002 in the Civil Code), charges and penalties (as stipulated in the legislation in force pertaining to environmental protection),
• damage caused by mining activities in the past (as stipulated in the legislation in force).

3. Agreements, categories or any other obligations to participate to monitoring costs in the future, new warehouses for wastes, plans for treating used waters, water extraction, workstations to use dangerous substances or other similar investments organized by the local authorities to be used on a regular basis by individuals and legal entities.

4. Compensations set up according to a final court decision, administrative acts or Law no. 137/1995 for environmental protection, shall be paid by commercial companies to third parties due to the impact of its activity in the past.

5. Other liabilities in compliance with appropriate regulations included in the environmental protection legislation, that could have a significant impact on the future financial stability of the company that is to be privatized or the asset to be sold.

The following contractual categories of environmental objectives type B can be used by the State Ownership Fund if investors commit themselves to make significant investments:

1. removal of underground or ground plant that is the source of contamination;
2. removing pollution contaminating the soil and the underground waters and dangerous substances; contamination happened before the sale, including removal of contamination to deposits of allowed waste;
3. buying and installing, including preparation of the necessary location, transportation, setting and starting the equipment preventing contamination of soil and underground waters from non-permanent sources such as: trays under tanks, buffer tanks on the rain water pipelines, concrete channels under pipelines containing toxic chemical substances, works of covering and providing resistance to the floors, etc.
4. demolishing old industrial buildings if they do not belong to the national patrimony of industrial architecture, only if maintaining them means affecting or endangering life and health of individuals, useless equipment, concrete floors and other assets necessary to the execution of secured activities;
5. removing asbestos and/or other dangerous substances accumulated on/inside the buildings, walls and floors of the asset to be privatized;
6. mending buildings and/or the water distribution system or other equipment owned by the injured entity due to prior activities of the company to be privatized or the asset to be sold;
7. removing dangerous substances of a third party accumulated on the company area to be privatized or the asset to be sold, if the third party was formerly a state owned company and after the wastes are stored the company was declared insolvent;
8. improvement is decide by the court of law, administrative act or the law, related to areas to store wastes considered to be dangerous substances and storage made by company to be privatized and the asset to be sold;
9. compensation decided by the court or the law and paid to third parties due to damages resulting from the change of soil physical characteristics, mining, vibrations, the change of the water network in the soil etc;
10. compensation decided by the court or the law and repaid to employees or former employees due to damages caused to the health and life while they were employees working for the company to be privatized;
11. compensation decided by the court or the law and paid to third parties due to damage caused to their health and life as a result of emissions of dangerous substances in the air, water or underground water by the company to be privatized;
12. the costs of consultants hired to supervise the improvement projects, analysis for monitoring results of improvement projects, legal assistance to settle claims and other issues directly related to the carrying out the activities secured with the other types of guarantees.

 

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Contents

 

Art. 1. The State Ownership Fund is a public institution with a legal status, organized as a closed end atypical investment fund subordinated to the Ministry of Privatization.

Art. 2. The State Ownership Fund has its own patrimony and functional and decisional independence. Its activity is managed and decisions are made upon commercial principles.

Art. 3. The State Ownership Fund administers its own patrimony and manages the shares and social parts held by the state in the commercial companies where the state is a shareholder or associate.

Art. 4. The State Ownership Fund carries out its activity and observes the provisions of the Emergency Ordinance 88/1997 and Corporations Law 31/1990 regarding the commercial companies, republished and the present regulations.

Art. 5. (1) The State Ownership Fund has its own logo, approved by the Board of Administration.

(2) The State Ownership Fund headquarters is located in Bucharest, 6 Stavropoleos Street, sector 3.

(3) The denomination "The State Ownership Fund" and the head office must be legibly typed on all documents issued by the State Ownership Fund. The logo is also typed on the official documents of the State Ownership Fund.

Art. 6. (1) The patrimony of the State Ownership Fund includes fixed assets, own inventory items as well as amounts remaining at its disposal, after payment to the state budget that result from the sale of company shares before the State Ownership Fund was established, in compliance with the Emergency Ordinance 88/1997.

(2) The fixed assets and own inventory items of the Agency for Restructuring are also included in the State Ownership Fund patrimony.

Art. 7. (1) The State Ownership Fund incurs expenses observing the provisions of Art. 9 and 36 in the Emergency Ordinance 88/1997 and according to its expenses and revenues budget approved by the Board of Administration.

(2) The expenses and revenues budget drafted annually and the Statement of Revenues and Expenditures for the previous year are approved by the Board of Administration and submitted to the Finance Minister.

Art. 8. The State Ownership Fund exercises in compliance with the law, in the name of the state or the authorities of public local administration, all the shareholder’s rights in the companies mentioned in Art. 2 in the present methodological norms and in this respect it carries out the activities shown below:

1. it drafts and submits the annual program of privatization to the ministry of Privatization for approval;
2. it sells shares and social parts held by the state or authorities of the public local administration or grants a mandate to a broker/dealer company or an investment bank to sell shares to third individuals or legal entities, Romanian or foreign, according to the annual program of privatization;
3. it cooperates with the Ministry of Privatization;
4. it initiates through its representatives in the shareholders general meeting, or approves, as the case may be, the sale of assets in the patrimony of the companies where the state or an authority of the public local administration is a majority shareholder, at the market price, depending on demand and supply;
5. it sets up the system of evaluation of shares issued by companies mentioned in Art. 2 in the Emergency Ordinance 88/1997, through its special divisions or with assistance provided by consultants – individuals or authorized consulting companies, as the case may be, if they are not listed on the stock exchanges or the national or international OTCs;
6. it decides or endorses the national and international publication in the print media or the electronic system, of sales ads for shares/social parts issued by the companies that are to be privatized;
7. it sets up the method of privatization for a specific company based on criteria established in the annual privatization program. The State Ownership Fund can change the privatization method for a specific company, according to the market requirements at the moment of the sale or the start of the privatization process;
8. takes measures for restructuring and privatization of companies with due debts, by sale, dissolution or liquidation, in compliance with Law 31/1990 as republished, as well as through conversion of debts into shares, or rescheduling of debts, with the agreement of the creditors. Dissolution or liquidation of a company is initiated by the State Ownership Fund through its representatives in the shareholders general meeting;
9. it initiates through its representatives in the shareholders general meeting, split or merger of companies, as the case may be, in view of privatization;
10. it implements governmental decisions, orders or instructions of the minister of privatization, issued in accordance with the strategy and the privatization program approved by the Government;
11. it completes any other financial or commercial operations necessary to fulfill its object of activity.

   

Art.9. (1) The State Ownership Fund is managed by the Board of Administration, made of 11 members, trained and experienced persons in the commercial, financial, legal and technical sector and one of the members is a Secretary of State at the Ministry of Privatization, and he is the vice-president of the Board, and two are leaders recommended by the main labor unions.

(2) Members of the Board of Administration cannot be at the same time managers or auditors of the companies mentioned in Art. 2 in the Emergency Ordinance 88/1997.

(3). In case of incompatibility or any other reason that leads to a vacancy in the Board of Administration, the Board shall make a request to the Ministry of Privatization for proposals aiming to new appointments.

(4). The members of the Board of Administration shall exercise their mandate in compliance with Corporations Law 31/1990 as republished. They are liable for their activity as individuals or team, in compliance with the provisions of the commercial legislation.

(5). In case a member of the Board, his wife, relatives (up to the 4^th degree) are directly or indirectly interested in a certain operation and have opposite interests of the State Ownership Fund’s, he is obliged to inform the other members of the Board and the auditors about it and not to take part into any deliberation referring to this operation.

(6). If a member of the Board of Administration does not observe the provisions of par. 2 and 5 in the current title, he becomes responsible for the damage caused to the State Ownership Fund.

Art. 10. (1)The Board of Administration’s work is valid if at least half of its members are present and the decisions are valid if half of the ballots plus one are in favor, out of the members present at the meeting.

(2) The Board of Administration meets in ordinary sessions at least once a month, when the President convenes them.

(3) The Board of Administration can be convened in extraordinary sessions by the President or upon request of at least 3 members or the Minister of Privatization.

(4) The meetings of the Board of Administration shall be summoned in writing, at least 3 days before the scheduled date of the meeting. The convocations for the meetings of the Board of Administration shall include the location for the meeting and the agenda. In the case of the extraordinary meeting, the convocation can be made in writing 24 hours before the date set for the meeting.

(5) The President the Board of Administration shall chair the meetings of the Board or, if he is absent, the vice-president will be the chairman. The auditors shall also be convened for the meetings.

(6) All documents including reports pertaining to complete operations are submitted only in writing for the meetings of the Board.

(7) Minutes shall be drafted for every meeting including the order of deliberations, the decisions made by the Board, the number of votes and the opposite opinions. The copy of the minutes shall be submitted to the Ministry of Privatization.

Art. 11. The Board of Administration is competent to:

• approve the organizational framework of the central and local body, its duties, as well as the list of staff positions and the number of employees;
• appoint a general secretary of the Board;
• approve, according to effectiveness and costs, the establishment of branches, in Romania or abroad, the organizational framework and the list of staff positions;
• approve the list of companies to be privatized in compliance with the terms set in the annual program of privatization and an additional list of companies that have not been included in the program;
• set up the evaluation system of commercial companies if they are not listed on the stock exchange or the OTC;
• approve the annual report of the State Ownership Fund activity and submits it to the Ministry of Privatization for approval;
• approve the income statement, the balance sheet and the expenses and revenues budget of the State Ownership Fund, and submits them to the Finance Ministry;
• appoint, on a mandate basis, the representative of the State Ownership Fund for the shareholders general meetings of the commercial companies where the state or the authorities of the public local administration are shareholders or associates; settle the duties and responsibilities of the representative to defend and promote the shareholder’s interests, the rights and liabilities of the representative as well as the terms for mandate withdrawal, which shall be included in a mandate contract; settle criteria for establishing the number of representatives of the SOF for the shareholders general meetings;
• approve special mandate of the SOF representative at the general meetings of the commercial companies where the state or an authority of the public local administration is one of the shareholders or associates, summoned to decide upon:

• split, merger, dissolution, and liquidation for any reason whatsoever;
• security and mortgage of assets or fixed assets aiming to obtain credits from banks over the limits set in the contract of mandate;
• participation to the establishment of a new commercial company;
• adjustments to the State’s participation within the social capital in another way than the privatization framework legally stipulated;

• approve the proportion of using the SOF revenues for the purposes below but without limiting to them:

• own expenses for organization and operations;
• deposits in interest bearing accounts;
• expenses related to payment of commissions to consultants – individuals and consulting firms, broker-dealer
• financing expenses incurred for preparing and completing privatization of companies;
• costs related to dissolution and liquidation of commercial companies;
• any other commercial and financial operation related to the object of activity.

• approve the draft of the annual program of privatization;
• approve negotiation and sale at the market price, according to supply and demand, of shares issued by companies included in the annual program of privatization approved by the Government;
• decide or approve publishing ads in the printed media or the electronic nationwide and worldwide system, for the sale of shares held by companies that are to be privatized;
• implement orders and instructions of the Minister of Privatization, issued in compliance with the strategy and the annual program of privatization, approved by the Government

• submit to the Board of Administration the drafts of the minimal annual program of privatization and the draft of the expenses and revenues budget, the report on the use of the budget, as well as the annual report of activity;
• appoint and dismiss, with the approval of the Board of Administration, the Executive General Director; appoint and dismiss the directors of the State Ownership Fund including the directors of the sof branches or representative offices abroad;
• control the activity of the Executive General Director;
• involve and represent the SOF when dealing with legal entities or individuals as well as in the court of law or arbitration bodies;
• sign and approves the conclusion of sales-purchase contracts granted under his responsibility by the Board of Administration;
• approve payment obligations granted under his responsibility by the Board of Administration;
• fulfil any other responsibility granted by the Board;

(3) The President of the Board of Administration can delegate part of his responsibilities to the Executive General Director in order to involve and represent the SOF when dealing with individuals or legal entities, as well as in the court of law or in the arbitration bodies. At the same time, the President of the Board of Administration grants a mandate to the General Executive Director to involve the State Ownership Fund in commercial acts.

Art. 13. The General Secretary of the Board of Administration is liable for:

• preparing documents and ensuring proper conditions for the meetings of the Board;
• drafting minutes for each meeting of the Board of Administration;
• co-ordination of the activity of the technical body of the Board;
• archiving the documents of the Board;
• fulfilling other tasks given by the Board.

• drawing up the draft of the minimal annual program of privatization and the expenses and revenues budget, the annual report of activity and the report referring to the use of the budget and submitting them to the Board of Administration;
• hire and dismiss SOF employees, with the agreement of the President of the Board of Administration of the State Ownership Fund;
• conclude the collective working contract and negotiate, in compliance with this agreement, the wage-earning rights;
• approve the expenses related to the operations of the SOF staff;
• submit to the Board of Administration or the President the documents drafted by the executive bodies, and submits them, after approval, to other bodies for implementation;
• hire external free-lancers for certain operations or expert authorization;
• sign sales-purchase contracts for shares/social parts, contracts with broker/dealer companies and investment banks granted under his responsibility by the president of the Board of Administration;
• exercise any other responsibility granted by the Board of Administration or its President.

Art. 15. (1) 3 auditors are appointed in compliance with the Emergency Ordinance 88/1997.

(2) The auditors supervise the managing of the State Ownership Fund, its local branches and representative offices abroad included, and for that reason their responsibility is to:

• certify the balance sheet and the income statement;
• certify the incomes of the members of the Board of Administration;
• submit to the Board their report regarding the balance sheet for the previous fiscal year.

Art. 16. Auditors submit to the Board, if case may be, special reports regarding the actual situation as they encountered it.

Art. 17. (1) To carry out its activity based on decentralization, the State Ownership Fund has local branches led by the Local Board made up of 3 members.

(2) The members of the Local Board are appointed and dismissed depending on the case, by the president of the Board of Administration of the State Ownership Fund for a term set up by the appointment decision.

(3) The decisions of the Local Board are made if at least two members vote in favor.

(4) The provisions of Art. 9 par. (3) and (5), Art. 10 par. (1), (2), (5) and (6), Art. 11 and Art. 12are applicable accordingly for the members of the Local Board as well.

Art. 18. (1) The Local Board is mainly liable to sell shares owned by the state or the authorities of the public local administrations with the companies that fall under the category of small and medium companies.

(2) In this respect, the Local Board has duties as shown below:

• it approves the annual program of the branch and submit it to the Board of Administration of the State Ownership Fund;
• it approves negotiation and selling at the market price, according to supply and demand, of shares issued by the companies included in the annual privatization program approved by the government;
• it set up the system of evaluation of the shares issued by the companies mentioned in par. 1, if they are not listed on the stock exchanges or other organized markets;
• it decides and approves the publication in the print media or the electronic system, in Romania or abroad, of ads for the sale of shares owned by companies to be privatized;
• it implements the decisions of the Board of Administration of the State Ownership Fund, orders and instructions of the minister of privatization, issued in compliance with the strategy and the annual program of privatization approved by the government.

Art. 19. (1) Remuneration, incomes, and other financial benefits provided in the collective work contract, shall make up the fixed portion of the income and a variable portion shall be granted depending on the performance of the State Ownership Fund, based on criteria approved by the Board.

(2) Financial benefits of the SOF’s representatives in the shareholders general meetings of commercial companies are granted according to the contract of representation concluded between the SOF and its representatives.

Art. 20. The salaries of the members of the Board and the auditors, as well as the Executive General Director’s are settled by the Board of Administration.

Art. 21. Until the expenses and revenues budget of the State Ownership Fund is approved, salaries, incomes, remuneration and other financial benefits are incurred from financial resources owed to the State Ownership Fund as stipulated in Art. 9 in the Emergency Ordinance 88/1997, as well as other attracted financial sources.