Duties and activities of the Supervisory Board
The
duties
and
responsibilities
of
the
Board
members
are
laid
down
by
law
and
the
Articles
of
incorporation
of
the
Company
and
are
detailed
in
the
„Internal
regulations”/„Policies
and
procedures
regarding
the
operation of Transilvania Investments Alliance S.A. as an A.F.I.M.”
.
The main duties of the Supervisory Board are as follows:
-
appoints
and
dismisses
the
President
and
the
other
members
of
the
Executive
Board,
establishes
the
powers
and
duties
of
the
members
of
the
Executive
Board,
the
terms
and
conditions
of
each
member's
term,
including
the
relevant
criteria
for
monitoring
and
assessing
the
results
of
activity
performed
by
the
Executive
Board
and
the
company,
and
regularly
evaluates
the
application
and
fulfilment
of
these
criteria;
-
continuously
monitor
the
compliance
of
Supervisory
Board
members,
Executive
Board
members,
the
compliance
officer,
the
risk
manager
and
the
internal
auditor
with
the
assessment
criteria
on
the
basis
of
which
they
have
been
authorized
by
the
F.S.A.,
respectively
notified
to
the
F.S.A.,
throughout
the
exercise of these functions;
-
supervises
and
is
responsible
for
the
strategic
management
of
the
company
and
the
fulfilment
of
the
established objectives;
-
endorses the Company's business plan and evaluates its financial position;
-
endorses
the
annual
financial
statements
of
the
company
after
reviewing
the
report
of
the
Executive
Board;
-
verifies
the
compliance
of
the
management
operations
carried
out
by
the
members
of
the
Executive
Board
with
the
law,
Articles
of
Incorporation
and
the
resolutions
of
the
General
Meeting
of
Shareholders;
-
supervises
the application of corporate governance principles;
-
approves, together with the Executive Board, the risk management policy, strategy and procedures;
-
analyses
the
adequacy,
effectiveness
and
updating
of
the
risk
management
system
for
the
effective
management
of
the
company's
assets
and
the
management
of
the
related
risks
to
which
the
company
is exposed;
-
prepares
and
reviews
the
remuneration
policy
of
the
Company,
so
that
it
is
in
line
with
business
strategy, long-term goals and interests and includes measures to prevent conflicts of interest;
-
approves the annual plan of the internal auditor and compliance officer;
-
reviews
the
adequacy,
effectiveness
and
updating
of
the
internal
control
system
so
as
to
ensure
its
independence
from
the
operational
and
support
organisational
structures
within
the
company,
which
it controls and monitors;
-
endorses,
following
the
opinion
of
the
Audit
Committee,
any
transaction
of
the
Company
with
any
of
the
companies
with
which
it
has
close
relations,
the
value
of
which
is
equal
to
or
higher
than
5%
of
the
net assets of the Company, according to the last financial report;
-
endorses
the
completion
of
any
operations
with
a
value
higher
than
the
equivalent
in
RON
of
EUR
5,000,000/operation, upon the Executive Board’s request;
-
endorses
the
decision
of
the
Executive
Board
on
voting
at
the
general
meeting
of
shareholders
of
portfolio
companies
in
which
Transilvania
Investments
holds
a
controlling
position,
whereby
acts
of
disposition
are
submitted
to
shareholders
for
approval
(sale,
purchase
or
rental
of
real
estate
and
investments) with a value exceeding EUR 5,000,000, in RON equivalent at the date of approval
;
-
together
with
the
Executive
Board,
performs
a
semi-annual
valuation
of
the
business
continuity
and
emergency plans;
-
reports
to
the
General
Meeting
of
Shareholders,
at
least
annually,
with
regards
to
the
supervisory
activity carried out.
