Corporate Governance Rules
ALRO is committed to achieving high standards of corporate governance. We believe that good corporate governance ensures clarity of roles between shareholders, the Board of Directors and management. Providing a clear framework based on robust principles helps to maximize shareholder value in the long term.
In August 2007, the Group adopted new corporate governance rules as part of its ongoing efforts to fully comply with Romanian requirements in real time. The Alro Board of Directors has appointed a team of managers for the legal representation of the Company.
Internal Audit
The internal audit supervises the company’s administration, to verify that its financial statements have been legally drawn up and are in accordance with the accounts. The audit must also ensure that accounts are regularly kept and that the assessment of the patrimony elements has been made in accordance with the rules established for the drawing up and presentation of the financial statements. The internal auditors inform the directors about the irregularities found in the administration and the violation of the legal provisions and the provisions of the Articles of Incorporation. They, in turn, inform the General Shareholders' Meeting about the most important cases.
ALRO’s Committees
ALRO is governed in an unitary system and, additionally it has within its organizational structure three committees, i.e. the Audit Committee – with powers delegated by the Annual General Shareholders Meeting, Remuneration and Nominations Committees and Risk and Sustainability Committee – designated by the Board of Directors.
Audit Committee
Annual General Shareholders Meeting held on 23 March 2018 approved by Decision no. 584/23.03.2018 the set up of the Audit Committee and by decision no, 587/23.03.2018 approved this Committee’s Terms of reference. Subsequently, during the Annual General Shareholders Meeting held on 25 April 2019 by Decision no. 616/25.04.2019 the Audit Committee’s Terms of reference were updated and the new composition of the Audit Committee is as follows: Vasile IUGA (Chairman – Independent Member), Adrian MANAICU (Member) and Dorel PARASCHIV (Member).
The Audit Committee is a committee elected by the Extraordinary General Shareholders Meeting of ALRO and has powers delegated to it under the Articles of Incorporation and the applicable legislation and standards.
For details, please access the following link: Audit Committee - Terms of reference
Remuneration and Nominations Committee
Remuneration and Nominations Committee has powers delegated by the Board of Directors and is composed of three of the Board’s non-executive members, out of which two of them have to be independent members and the Chairman of the Board has to be one of the members. The composition of ALRO’s Remuneration and Nominations Committee is: Marian NĂSTASE (Chairman), Vasile IUGA (Member) and Marinel BURDUJA (Member).
For details, please access the following link: Remuneration and Nominations Committee - Terms of reference
Risk and Sustainability Committee
The Risk and Sustainability Committee is elected by ALRO’s Board of Directors and has powers delegated by it. Among the committee’s main objectives are: overseeing and making recommendations to the Board regarding the Company’s general risk management policy and assisting the Board in reviewing the adequacy, effectiveness and compliance of the Company’s risk management policies. The composition of ALRO’s Risk and Sustainability Committee is: Vasile IUGA (Chairman), Svetlana Pînzari (Member), Adrian Fercu (Member), Marinel BURDUJA (Member) and Darius Pavăl (Member).
For details, please access the following link: Risk and Sustainability Committee - Terms of reference
Note: *From an operational point of view, this function is directly subordinated to the CEO.
Remuneration of the Board Members and Managers
The remuneration of the Board members and Managers fully observes the stipulations of Law 31/1990 (Romanian Companies Law), being transparent and fully under the control of the shareholders.
ALRO’s Remuneration Policy is available here.
Romanian Companies Law
ALRO is in compliance with the Romanian Companies Law, Romanian Securities Law, Bucharest Stock Exchange Code and National Securities Committee regulations.
Model Code
ALRO adopted the corporate governance rules, in accordance with Bucharest Stock Exchange Corporate Governance Code, as adopted in August 2016.
Bylaws
Articles of incorporation Alro September 05 2023
Procedures
Procedures on shareholders' rights and organization of ALRO SGM
Regulation for corporate governance ALRO final
Policy regarding related parties transactions
Petitions
We are concerned about our relationship with the employees, customers, suppliers, and members of the local community so we provide you with several ways to address your intimations, claims, complaints, or suggestions.
You can contact us by choosing the following communication channels:
- by filling in the contact form on our website: https://www.alro.ro/en/petitions
- by e-mail to: sesizari@alro.ro
- in writing, by mail, to the address ALRO S.A.Company, 116 Pitești street, postal code 230048, Slatina locality, Olt county.
- in writing by putting it in one of the petition boxes, specially arranged and placed at the access gates in the company or in the sectors of activity.
- or, you can leave a message on the phone number: 0349.880.551
Once the petition has been filed (which can be, an intimation, a claim, a complaint, a suggestion or a request for an audience), the resolution process will begin including the following steps:
- your petition will reach the person nominated by ALRO to receive, register, examine and take action to resolve it, the nominated person will also communicate the petition answer to you;
- you will receive a registration number of the petition;
- ALRO will investigate and treat your petition confidentially;
- if we need additional information during the investigation, we will ask you for it;
- your personal data will be treated confidentially and will only be used to communicate to you the answer which will include the result of the investigation and will be known only by the person nominated by ALRO;
- ALRO will respond to you as soon as possible but not later than 30 days. If your petition is complex, the analysis period may be extended, but not more than 90 days, in which case we will notify you.
- we assure you that our answer will be clear and understandable and will be sent to you in the way you choose (e-mail or letter).