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