Corporate Management
The corporate management at Roads Holding JSC is based on the following principles:
Management
The managing bodies of Roads Holding JSC are as follows:
1. The General Meeting of Shareholders /GMS/;
2. The Supervisory Board;
3. The Managing Board.
Powers of the General Meeting
1. Amending and supplementing the Articles of Association of the Company;
2. Increasing and decreasing the capital;
3. Reorganizing and winding up the Company;
4. Determining the number of, electing and dismissing the members of the Supervisory Board, determining their remuneration and the guarantees they should provide for their management;
5. Appointing and dismissing chartered accountants;
6. Approving the annual financial statement after it has been certified by the chartered accountant appointed therefor;
7. Resolving on the issuance of bonds;
8. Appointing liquidators upon winding up of the Company save for bankruptcy cases;
9. Releasing from liability the members of the Supervisory Board and the Managing Board of the Company;
10. Resolving on the allotment of profit, on replenishing the Reserve Fund and on the payment of dividends;
11. Empowering persons to manage and represent the Company for performance of the transactions pursuant to Article 114, paragraph 1 of the Public Offering of Securities Act and approving the transactions under Article 114, paragraph 4 of the Public Offering of Securities Act;
12. Accepting the report of the Investor Relations Manager;
13. Resolving on any other matters not expressly specified herein but placed within its powers by the law, the Articles of Association or posed by the Supervisory Board;
Powers of the Supervisory Board
1. Approving and proposing for acceptance by the General Meeting the following: the annual financial statement, the annual report on the Company’s operations, the proposal of the Managing Board for allocation of the profit;
2. Representing the Company in its relations with the Managing Board;
3. Electing the members of the Managing Board, having the power to replace them at any time;
4. Approving the executive member/s/ elected by the Managing Board;
5. The right at any time to demand that the Managing Board provide data or reports on any matter concerning the Company;
6. The right to conduct research in the performance of its duties; its members should have access to any information or documents they might need; experts may be used for that purpose;
7. Overall control on the activities of the Managing Board;
8. Resolving on any other matters placed within its powers by the law, the Articles of Association or posed by the Managing Board.
Powers of the Managing Board
1. Managing the Company;
2. Adopting plans and programs for the Company’s operations;
3. Electing and dismissing executive members within its composition;
4. Adopting the organization and management structure of the Company, approving organizational rules for additional internal incentive wage plans and adopting any other internal regulatory documents of the Company as required by the law;
5. Resolving on using or granting loans and on providing guarantees thereon in compliance with the regulatory requirements;
6. Discussing and resolving on any other management related matters save fro those lying within the competence of the Supervisory Board and the General Meeting of Shareholders.
The Managing Board, only after coordination with the Supervisory Board, may adopt the following resolutions:
1. For creating, winding up or transferring enterprises, companies or any material parts thereof;
2. For any material changes in the Company’s operations;
3. For any material organizational changes;
4. For long-term cooperation of any material importance to the Company or for the termination of any such cooperation;
5. For the establishment or closure of branches of Company;
6. For acquisition and disposal with interest in any Bulgarian or foreign companies;
7. For opening representative offices in Bulgaria and abroad;
8. For the formation of monetary funds setting forth the procedures for raising and spending thereof;
9. For acquisition and alienation of real estates and property rights thereon, acquisition and provision of licenses in compliance with the regulatory requirements and restrictions.
After obtaining the prior approval of the Supervisory Board, the Managing Board may take decisions regarding the following:
1. Transfer or assigning the use of the entire business;
2. Disposal with assets the value of which exceeds in value in the running year half of the Company’s assets according to the latest certified annual financial statement;
3. Undertaking obligations or providing securities to one person or to related persons the amount of which exceeds in value in the running year half of the Company’s assets according to the latest certified annual financial statement.
The election of members of the managing and controlling bodies of the Company takes place by means of a transparent procedure ensuring timely and sufficient information about the personal and professional qualities of the prospective members.
During their term of office the members of the Managing and the Supervisory Boards are governed in their activities by the generally accepted principles of integrity and managerial and professional competence.
In the performance of their activities the managing bodies comply with the adopted corporate management principles endeavoring to allow no actual or potential conflict of interests.
The managing bodies of the Company disclose timely and complete information about any actions taken in respect of closing transactions and/or disposal with assets above the amount permitted by the law. Taking into consideration the requirements and restrictions regulated in Article 114 and 114а of the Public Offering of Securities Act, the managing body of the Company conducts preliminary research and approves for closure by the Company all transactions which would have any material impact on the Company’s operations and more specifically on its performance, the value of its assets and liabilities or its financial position. In cases when such transactions exceed the statutory limits the managing bodies take actions for convening the General Meeting of Shareholders for the purpose of obtaining its prior approval.
Protecting the Rights of the Shareholders
The managing bodies of the Company ensure equal treatment of all shareholders, including minority and foreign shareholders, and protect their rights.
The fundamental rights of the shareholders are as follows:
The right to vote
All shareholders are entitled to attend the General Meeting of Shareholders. The shareholders entitled to vote may exercise their right to vote in person or through proxies. Each share entitles its holder to one vote. According to Article 115b of the Public Offering of Securities Act the right to vote is exercised by the persons entered into the registers of the Central Depository as shareholders 14 days before the date of the relevant General Meeting. The organization and holding of the ordinary and extraordinary General Meetings of the Company’s shareholders is performed in such a way so as to guarantee equal treatment of all shareholders. The managing bodies of the Company organize the procedures and order for holding the General Meeting of shareholders in compliance with the law and in a manner which should not unduly obstruct voting or make it too expensive.
The right to dividends pro rata the par value of the share
This is the right of each shareholder to receive part of the Company’s profit pro rata that shareholder’s interest in the capital. According to Article115c, paragraph 1 of the Public Offering of Securities Act, the right to receive dividends is provided only to persons entered into the register of the Central Depository as shareholders in the Company on the 14th day after the date of the General Meeting accepting the annual financial statement and adopting the resolution for allocation of the profit.
The right to subscribe part of the newly issued shares upon increase of the Company’s capital pro rata the number of shares held prior to the increase. Upon increase of the capital of any public company each shareholder is entitled to acquire shares pro rata that shareholder’s share in the capital prior to the increase. The right to participate in any capital increase is provided to persons having acquired shares no later than 14 days after the date of the resolution by the General Meeting for increasing the capital; if that decision is taken by the managing body that right is provided to persons having acquired shares no later than 7 days after the promulgation of the notice.
The right to liquidation quota pro rata the par value of the shares
The right to a liquidation quota depends on the presence of residual clear property after satisfying the creditors of the dissolved company. The right to a liquidation quota is provided only to persons being shareholders in the Company at its termination.
Disclosure of Information
The managing bodies of the Company provide the shareholders and the investment community with regular and timely disclosure of information regarding any principal corporate events related to the operations and status of the Company. Information is disclosed in observance with the legal requirements in respect of the volume, manner and terms of disclosure.
The managing bodies of the Company do their best to ensure easy and timely access to the information described above for the purpose of informed exercise of the shareholders’ rights, respectively taking informed investment decisions.
Roads Holding JSC provides to the Financial Supervision Commission, to BSE Sofia, to specialized media and on its website periodical reports (annual and interim accounts, including consolidated statements) and notices of the internal information, within the terms and having the contents as set forth by the Public Offering of Securities Act and the regulatory documents concerning its application.
The effective system for disclosure of information ensures equality of the recipients thereof (shareholders, parties concerned, the investment community) and allows no misuse of internal information.
The Company regularly discloses information about its corporate management by means of annual analyses and reassessment of the Good Corporate Management Program.
Audit and Internal Control
The annual financial statements of the Company are subject to mandatory independent financial audit. The financial audit ensures independent opinion regarding the true presentation of the financial condition and performance of the Company in the financial statement.
The Internal Control Department which has been formed monitors the effective functioning of the reporting systems and exercises control on the production operations and the implementation of sites within the organization.
Considering the Interests of the Parties Concerned
The corporate management ensures the effective interaction with the parties concerned. This category comprises certain groups of persons affected directly by the Company and who, on their part, may affect the Company’s operations, including suppliers, clients, employees, creditors, public pressure groups, etc. In their policy in respect of the parties concerned the managing bodies take into consideration the legal requirements and the principles of transparency, accountability and business ethics.
The corporate management at Roads Holding JSC is based on the following principles:
- Liability of the management before the shareholders
- Protecting the rights of the shareholders
- Disclosure of information
- Audit and internal control
- Considering the interests of the parties concerned
Management
The managing bodies of Roads Holding JSC are as follows:
1. The General Meeting of Shareholders /GMS/;
2. The Supervisory Board;
3. The Managing Board.
Powers of the General Meeting
1. Amending and supplementing the Articles of Association of the Company;
2. Increasing and decreasing the capital;
3. Reorganizing and winding up the Company;
4. Determining the number of, electing and dismissing the members of the Supervisory Board, determining their remuneration and the guarantees they should provide for their management;
5. Appointing and dismissing chartered accountants;
6. Approving the annual financial statement after it has been certified by the chartered accountant appointed therefor;
7. Resolving on the issuance of bonds;
8. Appointing liquidators upon winding up of the Company save for bankruptcy cases;
9. Releasing from liability the members of the Supervisory Board and the Managing Board of the Company;
10. Resolving on the allotment of profit, on replenishing the Reserve Fund and on the payment of dividends;
11. Empowering persons to manage and represent the Company for performance of the transactions pursuant to Article 114, paragraph 1 of the Public Offering of Securities Act and approving the transactions under Article 114, paragraph 4 of the Public Offering of Securities Act;
12. Accepting the report of the Investor Relations Manager;
13. Resolving on any other matters not expressly specified herein but placed within its powers by the law, the Articles of Association or posed by the Supervisory Board;
Powers of the Supervisory Board
1. Approving and proposing for acceptance by the General Meeting the following: the annual financial statement, the annual report on the Company’s operations, the proposal of the Managing Board for allocation of the profit;
2. Representing the Company in its relations with the Managing Board;
3. Electing the members of the Managing Board, having the power to replace them at any time;
4. Approving the executive member/s/ elected by the Managing Board;
5. The right at any time to demand that the Managing Board provide data or reports on any matter concerning the Company;
6. The right to conduct research in the performance of its duties; its members should have access to any information or documents they might need; experts may be used for that purpose;
7. Overall control on the activities of the Managing Board;
8. Resolving on any other matters placed within its powers by the law, the Articles of Association or posed by the Managing Board.
Powers of the Managing Board
1. Managing the Company;
2. Adopting plans and programs for the Company’s operations;
3. Electing and dismissing executive members within its composition;
4. Adopting the organization and management structure of the Company, approving organizational rules for additional internal incentive wage plans and adopting any other internal regulatory documents of the Company as required by the law;
5. Resolving on using or granting loans and on providing guarantees thereon in compliance with the regulatory requirements;
6. Discussing and resolving on any other management related matters save fro those lying within the competence of the Supervisory Board and the General Meeting of Shareholders.
The Managing Board, only after coordination with the Supervisory Board, may adopt the following resolutions:
1. For creating, winding up or transferring enterprises, companies or any material parts thereof;
2. For any material changes in the Company’s operations;
3. For any material organizational changes;
4. For long-term cooperation of any material importance to the Company or for the termination of any such cooperation;
5. For the establishment or closure of branches of Company;
6. For acquisition and disposal with interest in any Bulgarian or foreign companies;
7. For opening representative offices in Bulgaria and abroad;
8. For the formation of monetary funds setting forth the procedures for raising and spending thereof;
9. For acquisition and alienation of real estates and property rights thereon, acquisition and provision of licenses in compliance with the regulatory requirements and restrictions.
After obtaining the prior approval of the Supervisory Board, the Managing Board may take decisions regarding the following:
1. Transfer or assigning the use of the entire business;
2. Disposal with assets the value of which exceeds in value in the running year half of the Company’s assets according to the latest certified annual financial statement;
3. Undertaking obligations or providing securities to one person or to related persons the amount of which exceeds in value in the running year half of the Company’s assets according to the latest certified annual financial statement.
The election of members of the managing and controlling bodies of the Company takes place by means of a transparent procedure ensuring timely and sufficient information about the personal and professional qualities of the prospective members.
During their term of office the members of the Managing and the Supervisory Boards are governed in their activities by the generally accepted principles of integrity and managerial and professional competence.
In the performance of their activities the managing bodies comply with the adopted corporate management principles endeavoring to allow no actual or potential conflict of interests.
The managing bodies of the Company disclose timely and complete information about any actions taken in respect of closing transactions and/or disposal with assets above the amount permitted by the law. Taking into consideration the requirements and restrictions regulated in Article 114 and 114а of the Public Offering of Securities Act, the managing body of the Company conducts preliminary research and approves for closure by the Company all transactions which would have any material impact on the Company’s operations and more specifically on its performance, the value of its assets and liabilities or its financial position. In cases when such transactions exceed the statutory limits the managing bodies take actions for convening the General Meeting of Shareholders for the purpose of obtaining its prior approval.
Protecting the Rights of the Shareholders
The managing bodies of the Company ensure equal treatment of all shareholders, including minority and foreign shareholders, and protect their rights.
The fundamental rights of the shareholders are as follows:
The right to vote
All shareholders are entitled to attend the General Meeting of Shareholders. The shareholders entitled to vote may exercise their right to vote in person or through proxies. Each share entitles its holder to one vote. According to Article 115b of the Public Offering of Securities Act the right to vote is exercised by the persons entered into the registers of the Central Depository as shareholders 14 days before the date of the relevant General Meeting. The organization and holding of the ordinary and extraordinary General Meetings of the Company’s shareholders is performed in such a way so as to guarantee equal treatment of all shareholders. The managing bodies of the Company organize the procedures and order for holding the General Meeting of shareholders in compliance with the law and in a manner which should not unduly obstruct voting or make it too expensive.
The right to dividends pro rata the par value of the share
This is the right of each shareholder to receive part of the Company’s profit pro rata that shareholder’s interest in the capital. According to Article115c, paragraph 1 of the Public Offering of Securities Act, the right to receive dividends is provided only to persons entered into the register of the Central Depository as shareholders in the Company on the 14th day after the date of the General Meeting accepting the annual financial statement and adopting the resolution for allocation of the profit.
The right to subscribe part of the newly issued shares upon increase of the Company’s capital pro rata the number of shares held prior to the increase. Upon increase of the capital of any public company each shareholder is entitled to acquire shares pro rata that shareholder’s share in the capital prior to the increase. The right to participate in any capital increase is provided to persons having acquired shares no later than 14 days after the date of the resolution by the General Meeting for increasing the capital; if that decision is taken by the managing body that right is provided to persons having acquired shares no later than 7 days after the promulgation of the notice.
The right to liquidation quota pro rata the par value of the shares
The right to a liquidation quota depends on the presence of residual clear property after satisfying the creditors of the dissolved company. The right to a liquidation quota is provided only to persons being shareholders in the Company at its termination.
Disclosure of Information
The managing bodies of the Company provide the shareholders and the investment community with regular and timely disclosure of information regarding any principal corporate events related to the operations and status of the Company. Information is disclosed in observance with the legal requirements in respect of the volume, manner and terms of disclosure.
The managing bodies of the Company do their best to ensure easy and timely access to the information described above for the purpose of informed exercise of the shareholders’ rights, respectively taking informed investment decisions.
Roads Holding JSC provides to the Financial Supervision Commission, to BSE Sofia, to specialized media and on its website periodical reports (annual and interim accounts, including consolidated statements) and notices of the internal information, within the terms and having the contents as set forth by the Public Offering of Securities Act and the regulatory documents concerning its application.
The effective system for disclosure of information ensures equality of the recipients thereof (shareholders, parties concerned, the investment community) and allows no misuse of internal information.
The Company regularly discloses information about its corporate management by means of annual analyses and reassessment of the Good Corporate Management Program.
Audit and Internal Control
The annual financial statements of the Company are subject to mandatory independent financial audit. The financial audit ensures independent opinion regarding the true presentation of the financial condition and performance of the Company in the financial statement.
The Internal Control Department which has been formed monitors the effective functioning of the reporting systems and exercises control on the production operations and the implementation of sites within the organization.
Considering the Interests of the Parties Concerned
The corporate management ensures the effective interaction with the parties concerned. This category comprises certain groups of persons affected directly by the Company and who, on their part, may affect the Company’s operations, including suppliers, clients, employees, creditors, public pressure groups, etc. In their policy in respect of the parties concerned the managing bodies take into consideration the legal requirements and the principles of transparency, accountability and business ethics.
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