Asirom shareholders on Thursday decided to have the shares of the insurance company delisted from RASDAQ and rejected the application of cumulative voting for the appointment of directors, shareholder representatives said.
Both decisions were met with adamant protests from minority shareholders, namely Broadhurst Investments Limited, which owns 15.24% and QVT Fund, which owns 10.77% and had come up with the idea to request application of a cumulative vote.
According to Dan Barbulescu, an Asirom shareholder and Broadhurst''s nominee for a seat in the Board of Directors of Asirom, the rejection by the General Meeting of Shareholders of the request to appoint directors by cumulative vote is illegal.
Barbulescu says that, in line with the legislation, the request of a significant shareholder (which owns more than 10%) for the application of cumulative voting is not subject to shareholders'' approval and is applied unconditionally.
This option to appoint directors gives each shareholder the right to use their cumulated votes for one or more people nominated for the Board of Directors.
The cumulated votes are calculated by multiplying the votes of each shareholder in line with their stake in the company, by the number of the directors to make up the Board.
On the other hand, Robert Bica, the lawyer of businessman Ioan Niculae says that the regulation in force allows using cumulative voting but does not say it is mandatory to use this method upon request from a shareholder. Ioan Niculae owns the controlling interests in Asirom, through the stakes held by Interagro, 40.55% and Rafinaria Astra Romana (Astra Romana Refinery), 17.79%.
According to the CNVM (National Securities Commission) regulation 13/2004, the members of the boards of directors of the companies from a regulated market may be elected by cumulative vote.
"Upon request from a significant shareholder, election by this method is done mandatorily," the regulation says. zf@zf.ro
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