JUNE 2013 - FEAS
JUNE 2013 - FEAS
JUNE 2013 - FEAS
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FEDERATION OF EURO-ASIAN STOCK EXCHANGES ANNUAL REPORT <strong>JUNE</strong> <strong>2013</strong><br />
BUCHAREST STOCK EXCHANGE<br />
• accessibility, through the access<br />
infrastructure at the level of international<br />
standards; and<br />
• security, by using the BVB technical<br />
platforms which have proved their reliability,<br />
safe functioning and provided backup<br />
systems and operating continuity plan.<br />
4. Improve the corporate governance and<br />
functioning of the BVB as a Group<br />
BVB’s activities in this direction focused both on<br />
the improvement of the corporate governance<br />
framework within BVB, as well as on promoting<br />
the Corporate Governance among participants<br />
on the capital market.<br />
At BVB’s level, one of the actions was the<br />
inclusion in the 2011 Annual Report of a chapter<br />
dedicated to corporate governance. Also,<br />
a project team was set up to amend BVB’s<br />
Articles of Incorporation, intended to bring<br />
more clarity, to ensure the compliance with the<br />
best corporate governance and transparency<br />
standards and to eliminate any unjustified<br />
barriers in shareholders’ rights exercising. The<br />
project is also aimed at revising and updating<br />
the Articles of Incorporation at BVB Group level.<br />
BVB’s Board intends to increase BVB’s<br />
compliance to its own Corporate Governance<br />
Code. At present, the work on the Company’s<br />
Corporate Governance Statute, the Information<br />
Dissemination Policy, the Company’s<br />
Procedure on General Meetings and the Public<br />
Consultation Procedure is in progress. These<br />
procedures also depend on the approval of<br />
the Articles of Incorporation which shall be<br />
submitted to the next General Meeting of<br />
Shareholders for approval.<br />
During 2012, 32 Board meetings took place,<br />
of which 20 with the presence of the members<br />
of the Boards, the remaining 12 implying<br />
electronic communication media.<br />
With regard to promoting the Corporate<br />
Governance principles among the capital<br />
market participants, besides the participation<br />
to various dedicated events (in partnership<br />
with the Corporate Governance Institute,<br />
Fondul Proprietatea, Bloomberg, Deloitte,<br />
PwC Romania), BVB signed with OPSPI the<br />
Addendum to the Cooperation Memorandum<br />
between the two institutions, through which CGI<br />
would provide state-owned companies with<br />
consultancy services to prepare them in view<br />
of their privatization/listing. Towards the end of<br />
the year, discussions with EBRD materialized<br />
in the launching of a joint project focused on<br />
the development of the corporate governance<br />
and reporting practices in companies listed<br />
in Romania according to the BVB Corporate<br />
Governance Code, the development of<br />
guidelines for implementation of the Code, the<br />
design of a method to monitor the compliance<br />
of the issuers with corporate governance<br />
principles and the development of a dedicated<br />
index.<br />
Also, BVB participates to a joint project with the<br />
Central Depository, on processing corporate<br />
operations in compliance with European<br />
standards in the field.<br />
BVB was also involved in the process of<br />
amending various laws, an example in this<br />
regard being the shareholders’ representation<br />
matter.<br />
5. Simplify and improve regulations, reduce<br />
bureaucracy and apply international best<br />
practices<br />
BVB granted special care to identifying the<br />
problems raised by investors, participants<br />
and issuers. A survey was organized among<br />
participants, investment banks, law firms, etc.,<br />
in order to adapt the tender books for future<br />
offers to be initiated by OPSPI to the realities<br />
of the market, the outcome representing<br />
the subject of a conference to which all<br />
involved parties were invited, benefiting from<br />
the opportunity of a direct and constructive<br />
dialogue.<br />
A priority for 2012 was to promote the<br />
simplification and standardization of the foreign<br />
institutional shareholders’ access to general<br />
meetings of the companies listed with BVB.<br />
BVB organized consultations and debates<br />
with regard to the foreclosure of securities<br />
through the capital market, aiming to clarify the<br />
inconsistencies between the Civil Procedure<br />
Code and the legal and regulatory framework<br />
applicable to the capital market. At BVB’s<br />
initiative, a joint work group was organized<br />
in collaboration with other capital market<br />
institutions, to the end of finalizing the steps<br />
for the design of a legal framework proper for<br />
those aspects.<br />
Another project was the collaboration with other<br />
entities of the BVB Group in order to promote<br />
the formal segregation between the trading<br />
accounts and the settlement/custody accounts<br />
to the purpose of ensuring the compliance with<br />
the international global accounts standards<br />
and practices. To this purpose, with the NSC<br />
support, a first step could be finalized, namely<br />
the extension of the use of global accounts to<br />
all spot markets managed by BVB.<br />
BVB participated to consultations organized<br />
by the Private Pension System Supervisory<br />
Commission (CSSPP) and other authorities,<br />
on matters that have an impact on the capital<br />
market, by promoting principles favoring the<br />
development of this important segment of the<br />
market economy. Moreover, BVB initiated the<br />
standardization process for documents related<br />
to the listing on the stock market and issuers’<br />
reporting, a first step being finalized with regard<br />
to the alternative trading system CAN-ATS. In<br />
2012, BVB also focused on the clarification of<br />
the RASDAQ market and not-listed securities<br />
market statutes, by participating to the<br />
consultations organized by the NSC and<br />
offering solutions and the required support.<br />
Currently, this project is in the phase preceding<br />
the phase of a law draft.<br />
6. Increase BVB’s and issuers’ visibility,<br />
along with increasing awareness of the<br />
important role of the Romanian capital<br />
market<br />
During 2012, BVB executed a number of PR<br />
and marketing programmes to the purpose of<br />
positioning the capital market as instrument<br />
for financing and promoting existing issuers<br />
and financial instruments on the local market<br />
among the investors.<br />
Various events were organized, where<br />
BVB developed partnerships with media<br />
institutions (Wall-street.ro, doingbusiness.ro,<br />
etc), brokerage firms (Tradeville, Intercapital),<br />
issuers (Fondul Proprietatea - FP) and other<br />
organizations (Junior Achievement Romania,<br />
British School of Bucharest, Bloomberg etc)<br />
for the purpose of developing educational and<br />
training programmes intended to promote<br />
the capital market as financing alternative,<br />
BVB’s products and services (structured<br />
products, derivatives, ETFs) and capital market<br />
mechanisms. The sequence of events named<br />
“Open Doors Day at the BVB” continued<br />
with 19 new editions, and also other events<br />
and projects were organized, such as the<br />
3 editions of the “BVB Afterschool Investor”<br />
project, the “BSB the Apprentice” investment<br />
game, the “Job Shadow Day” event, the<br />
trading competition for students, developed in<br />
partnership with Junior Achievement Romania<br />
(JAR) and Tradeville, as well as the internship<br />
programme within BVB. In addition, the<br />
following seminars were organized:<br />
• for the companies within the Property Fund<br />
portfolio (in partnership with the PF and the<br />
Corporate Governance Institute), regarding<br />
corporate governance issues in state-owed<br />
companies,<br />
• for financial managers of companies listed<br />
at BVB and of companies included in the<br />
FP’s portfolio, regarding the Bloomberg<br />
investment solutions which may support<br />
managers in their decision-making process.<br />
In order to increase the visibility of the listed<br />
companies and financial instruments, BVB<br />
has organized many official openings of the<br />
trading sessions, promoting both issuers from<br />
regulated share market, as well as investment<br />
alternatives: new structured products, new<br />
issuers on ATS (international companies or Pro<br />
Vorbas, the first Romanian company listed on<br />
ATS), corporate bonds or ETFs.<br />
With regard to the positioning of the capital<br />
market as financing alternative, BVB organized<br />
and participated as partner, in conferences,<br />
roadshows, workshops and various other<br />
events, along with partners such as the London<br />
Stock Exchange, the Brokers’ Association,<br />
KPMG Romania, Citibank, Salans Romania,<br />
Goldman Sachs, EBRD, Wood&Company, the<br />
Ministry of Economy, Commerce and Business<br />
Environment (through OPSPI), Erste Group<br />
Bank AG, Medien Conferences, Wall-street.ro,<br />
etc.<br />
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