JUNE 2013 - FEAS

FEDERATION OF EURO-ASIAN STOCK EXCHANGES ANNUAL REPORT JUNE 2013BUCHAREST STOCK EXCHANGE• accessibility, through the accessinfrastructure at the level of internationalstandards; and• security, by using the BVB technicalplatforms which have proved their reliability,safe functioning and provided backupsystems and operating continuity plan.4. Improve the corporate governance andfunctioning of the BVB as a GroupBVB’s activities in this direction focused both onthe improvement of the corporate governanceframework within BVB, as well as on promotingthe Corporate Governance among participantson the capital market.At BVB’s level, one of the actions was theinclusion in the 2011 Annual Report of a chapterdedicated to corporate governance. Also,a project team was set up to amend BVB’sArticles of Incorporation, intended to bringmore clarity, to ensure the compliance with thebest corporate governance and transparencystandards and to eliminate any unjustifiedbarriers in shareholders’ rights exercising. Theproject is also aimed at revising and updatingthe Articles of Incorporation at BVB Group level.BVB’s Board intends to increase BVB’scompliance to its own Corporate GovernanceCode. At present, the work on the Company’sCorporate Governance Statute, the InformationDissemination Policy, the Company’sProcedure on General Meetings and the PublicConsultation Procedure is in progress. Theseprocedures also depend on the approval ofthe Articles of Incorporation which shall besubmitted to the next General Meeting ofShareholders for approval.During 2012, 32 Board meetings took place,of which 20 with the presence of the membersof the Boards, the remaining 12 implyingelectronic communication media.With regard to promoting the CorporateGovernance principles among the capitalmarket participants, besides the participationto various dedicated events (in partnershipwith the Corporate Governance Institute,Fondul Proprietatea, Bloomberg, Deloitte,PwC Romania), BVB signed with OPSPI theAddendum to the Cooperation Memorandumbetween the two institutions, through which CGIwould provide state-owned companies withconsultancy services to prepare them in viewof their privatization/listing. Towards the end ofthe year, discussions with EBRD materializedin the launching of a joint project focused onthe development of the corporate governanceand reporting practices in companies listedin Romania according to the BVB CorporateGovernance Code, the development ofguidelines for implementation of the Code, thedesign of a method to monitor the complianceof the issuers with corporate governanceprinciples and the development of a dedicatedindex.Also, BVB participates to a joint project with theCentral Depository, on processing corporateoperations in compliance with Europeanstandards in the field.BVB was also involved in the process ofamending various laws, an example in thisregard being the shareholders’ representationmatter.5. Simplify and improve regulations, reducebureaucracy and apply international bestpracticesBVB granted special care to identifying theproblems raised by investors, participantsand issuers. A survey was organized amongparticipants, investment banks, law firms, etc.,in order to adapt the tender books for futureoffers to be initiated by OPSPI to the realitiesof the market, the outcome representingthe subject of a conference to which allinvolved parties were invited, benefiting fromthe opportunity of a direct and constructivedialogue.A priority for 2012 was to promote thesimplification and standardization of the foreigninstitutional shareholders’ access to generalmeetings of the companies listed with BVB.BVB organized consultations and debateswith regard to the foreclosure of securitiesthrough the capital market, aiming to clarify theinconsistencies between the Civil ProcedureCode and the legal and regulatory frameworkapplicable to the capital market. At BVB’sinitiative, a joint work group was organizedin collaboration with other capital marketinstitutions, to the end of finalizing the stepsfor the design of a legal framework proper forthose aspects.Another project was the collaboration with otherentities of the BVB Group in order to promotethe formal segregation between the tradingaccounts and the settlement/custody accountsto the purpose of ensuring the compliance withthe international global accounts standardsand practices. To this purpose, with the NSCsupport, a first step could be finalized, namelythe extension of the use of global accounts toall spot markets managed by BVB.BVB participated to consultations organizedby the Private Pension System SupervisoryCommission (CSSPP) and other authorities,on matters that have an impact on the capitalmarket, by promoting principles favoring thedevelopment of this important segment of themarket economy. Moreover, BVB initiated thestandardization process for documents relatedto the listing on the stock market and issuers’reporting, a first step being finalized with regardto the alternative trading system CAN-ATS. In2012, BVB also focused on the clarification ofthe RASDAQ market and not-listed securitiesmarket statutes, by participating to theconsultations organized by the NSC andoffering solutions and the required support.Currently, this project is in the phase precedingthe phase of a law draft.6. Increase BVB’s and issuers’ visibility,along with increasing awareness of theimportant role of the Romanian capitalmarketDuring 2012, BVB executed a number of PRand marketing programmes to the purpose ofpositioning the capital market as instrumentfor financing and promoting existing issuersand financial instruments on the local marketamong the investors.Various events were organized, whereBVB developed partnerships with mediainstitutions (Wall-street.ro, doingbusiness.ro,etc), brokerage firms (Tradeville, Intercapital),issuers (Fondul Proprietatea - FP) and otherorganizations (Junior Achievement Romania,British School of Bucharest, Bloomberg etc)for the purpose of developing educational andtraining programmes intended to promotethe capital market as financing alternative,BVB’s products and services (structuredproducts, derivatives, ETFs) and capital marketmechanisms. The sequence of events named“Open Doors Day at the BVB” continuedwith 19 new editions, and also other eventsand projects were organized, such as the3 editions of the “BVB Afterschool Investor”project, the “BSB the Apprentice” investmentgame, the “Job Shadow Day” event, thetrading competition for students, developed inpartnership with Junior Achievement Romania(JAR) and Tradeville, as well as the internshipprogramme within BVB. In addition, thefollowing seminars were organized:• for the companies within the Property Fundportfolio (in partnership with the PF and theCorporate Governance Institute), regardingcorporate governance issues in state-owedcompanies,• for financial managers of companies listedat BVB and of companies included in theFP’s portfolio, regarding the Bloomberginvestment solutions which may supportmanagers in their decision-making process.In order to increase the visibility of the listedcompanies and financial instruments, BVBhas organized many official openings of thetrading sessions, promoting both issuers fromregulated share market, as well as investmentalternatives: new structured products, newissuers on ATS (international companies or ProVorbas, the first Romanian company listed onATS), corporate bonds or ETFs.With regard to the positioning of the capitalmarket as financing alternative, BVB organizedand participated as partner, in conferences,roadshows, workshops and various otherevents, along with partners such as the LondonStock Exchange, the Brokers’ Association,KPMG Romania, Citibank, Salans Romania,Goldman Sachs, EBRD, Wood&Company, theMinistry of Economy, Commerce and BusinessEnvironment (through OPSPI), Erste GroupBank AG, Medien Conferences, Wall-street.ro, etcPAGE 34