Four of the seven members of BCR's Supervisory Board will hand in their resignations early next month, while Daniel Daianu, chairman of this Board will give up his position but remain a member. This is done in preparation for the actual takeover of BCR by Austrian Erste Bank, an operation scheduled for completion in September.
At the same time, BCR is to modify its charter, as agreed upon by the Romanian state, Erste and the SIFs, the main minority shareholders of the bank. The modification of the charter will allow Erste to get full control over the bank and the SIFs to make sure their interests as minority shareholders will not be infringed upon. The completion of the privatisation of the bank is scheduled for September 21, by which date Erste has to transfer the money for the 61.88% stake it will get from the Romanian state, EBRD and IFC.
Gheorghe Ionescu and Joszef Birtalan, representatives of the Romanian state, Oliver Green, EBRD representative and Thomas Krayenbuehl, IFC representative, have to submit the letters whereby they relinquish their positions as a requirement to pre-finalise the takeover of the bank by Erste.
"This is a blank resignation we are handing in as stipulated in an agreement whereby we decided that, when we get closer to the completion of the process, we shall step down. The resignations will take effect at the moment Erste pays up and the ownership transfer is completed. At that time, they will appoint an Austrian as chairman of the Board," Daniel Daianu, the current chairman of BCR's Supervisory Board told ZIARUL FINANCIAR.
Although Daianu is still a representative of the Romanian state, he will remain a member of the Board but give up the chairmanship.
The other two members of the Supervisory Board are SIF representatives, who will remain members: Teodor Mihailescu (SIF Muntenia) and Mihai Fercala (SIF Transilvania).
Daianu believes the privatisation process will be completed in September, so that the deadline set after the postponement in June will be met. "It's best to have all the issues cleared up, even though it takes more time," Daianu said.
The bank called a General Meeting of Shareholders for August 4, when the new members of the Supervisory Board are to be elected, and modifications of the charter to be voted by shareholders, according to an ad published in the central press on Friday.
The changes to the charter of the bank were subject to rather tough negotiations between the SIFs, the main minority shareholders on the one hand, and the Austrians at Erste and the Romanian state on the other.
A clause initially introduced in the bank's charter to protect EBRD and IFC as minority shareholders would now prevent the Austrians at Erste from acquiring full control over the bank. This clause says that no significant decisions can be made unless by a majority of 75% of the votes and that it cannot be removed from the charter without the SIFs agreeing to this. The SIFs own 30% in the bank together; the bank's employees hold another 8% while, Erste is to get a 62% stake.
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