The European legislation (SRDII) introduced a new concept: remuneration policy that needs to be approved by shareholders and the remuneration report that needs to be presented each year for the previous year payments.
Why was this needed? Because there were several cases when the remuneration of the management was set by the management itself and this is a clear conflict of interest.
BET Index Companies:
The table below presents how companies of BET index (on Bucharest Stock Exchange) ‘behaved’ and what is the remuneration of the members of the Board for 2021.
Company | The remuneration policy | Remuneration for 2021 |
The remuneration policy was rejected five times so far by shareholders. ALRO management called a new general meeting for 22 November 2022 for approving a new draft of remuneration policy. The draft is very similar with the one proposed for 28 April 2022. | Chairman of the Board RON 259,299. Non-executive members of the Board have different remunerations between RON 201,310 and RON 651,208 without transparent criteria on how the remuneration was set. | |
The remuneration policy was approved on 23 February 2022. | The Company has not published the remuneration report for 2021 and it has not asked for (consultative) vote of the shareholders for 2021 remuneration as required by legislation in force. | |
The remuneration policy was approved on 28 April 2021. | The Company disclosed the remuneration for 2021 in the Board of Directors report as a general data, not as a presentation of the individual remuneration of each member of Board for 2021 as legally required. The management has not asked for (consultative) vote of the shareholders for 2021 remuneration as required by legislation in force. | |
The remuneration policy was approved on 22 April 2021. | Chairman of the Board RON 106,633. Non-executive members of the Board have different remunerations between RON 106.633 and RON 212,942. | |
The remuneration policy was approved on 19 April 2021. | Chairman of the Board RON 76,200 (net remuneration). Non-executive members of the Board have different remunerations between RON 53,640 and RON 58,080 (net remuneration). | |
The management of the company considers that implements the transparency principles as the criteria to establish the remuneration of governance bodies, and the most important elements of the remuneration policy are pre-established by law and/or approved by Decisions of the Shareholders’ general meeting. In summary, there is no remuneration policy approved by shareholders. | Chairman of the Board RON 176,633 (net remuneration). Non-executive members of the Board have different remunerations between RON 31.945 and RON 89.050 (net remuneration). | |
The remuneration policy was approved on 28 April 2021. | Chairman of the Board and all members of the Board RON 91,413 (net remuneration) / each. | |
The remuneration policy was approved on 20 April 2020. | The Company has not published the remuneration report for 2021 yet. The annual shareholders meeting of the company was announced for 19 December 2022. | |
The remuneration policy was approved on 28 April 2021 and modified on 20 April 2022. | Chair of the Board and Non-executive members of the Board RON 289,476 (gross remuneration) / each. | |
The remuneration policy was approved in April 2021. | Chairman of the Board RON 723,896 (gross remuneration). Non-executive members of the Board RON 519,066 (gross remuneration). | |
The remuneration policy was approved on 27 April 2021. | Chairman of the Board Euro 24,004 (summarising the remuneration received by the two chairs of the Board during 2021). Non-executive members of the Board between Euro 20,000 and Euro 36,000, depending on number of meetings joined during the year. | |
The remuneration policy was approved on 26 April 2021. | The Company has not published the remuneration report for 2021 and it has not asked for (consultative) vote of the shareholders for 2021 remuneration as required by legislation in force. | |
The remuneration policy was approved on 28 April 2022. | The Company has not published the remuneration report for 2021 and it has not asked for (consultative) vote of the shareholders for 2021 remuneration. In 2021 Annual Report was mentioned that the Board will present such a report during 2023 annual general meeting. | |
The management of the company considers that the principles that are at the basis of the officers’ remuneration, all the remuneration elements to which they are entitled, and the substantiation of granting these remunerations in relation to the short, medium and long term objectives of the company are included in the legal provisions in force. There is no remuneration policy approved by shareholders. | Chairman of the Board RON 361,368. Other Directors RON 271,944. | |
The remuneration policy was approved on 27 April 2021 and modified on 28 April 2022. | Chairman of the Board RON 122,927. Other Directors between RON 122,927 and RON 152,235. | |
The remuneration policy was approved on 27 April 2021. | Chairman of the Board RON 112,183. Other Directors RON 112,183. | |
During April 2022 the shareholders rejected the proposed remuneration policy and the remuneration report, that is a strong sign from shareholders on remuneration subject. The remuneration policy was approved on 11 August 2022. | Chairman of the Board RON 243,800. Other Directors between RON 239,400 and RON 240,900. | |
The remuneration policy was approved in May 2021. | Chairman of the Board RON 176,898 (gross amount). Other Directors between RON 284,698 and RON 480,698 (gross amount). | |
The remuneration policy was approved on 26 August 2021. | Chairman of the Board RON 462,600 (gross amount). Other Directors RON 110.000 (gross amount for 4 months during 2021). | |
The Remuneration Policy was approved on 28 April 2021 and updated on 20 April 2022. | Chairman of the Board RON 493,588. Other Directors RON 465,038. |
From table above we can see that for some of the companies the approach for the remuneration subject was just for ticking the box, but in fact there is no transparency and full implementation of legislation in force.