1
THE BOARD OF DIRECTORS’
REPORT
ON 31.12.2024
Yearly report according to: Law 297/2004 regarding the capital
market
Law 24/2017 regarding the issuers
of financial instruments and market
operations
ASF Regulation No. 5/2018
For the financial year: 2024
Report date: 31.12.2024
Company name: Sinteza SA Oradea
Registered office: Oradea, Borșului Street no.35,
Bihor county
Phone/fax number: 0259.456.116 / 0259.462.224
Unique identification code: 67329
Trade Register order number: J/05/197/1991
Regulated market: Bucharest Stock Exchange
Subscribed/paid-in share capital: 9,916,889 lei
Main characteristics of mobile Shares issued in dematerialized
securities: form
SINTEZA SA
Borşului Street No. 35
410605 ORADEA - ROMANIA
Phone: 0259 456 116
Phone: 0259 444 969
Fax : 0259 462 224
e-mail: sinteza@ sinteza. ro
www.sinteza.ro
VAT Reg.No.: R0 67329
Reg.No. at Commerce Register: J.05/197/1991
BANK: UNICREDIT BANK
RON ACCOUNT: RO64BACX0000000484374000
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1. Analysis of the company's activity
1.1. Description of the basic activity of the commercial company
SINTEZA SA, established by Government Decision no. 1213/20.11.1990 of the
Chemical Enterprise “SINTEZA”, is registered in the Trade Register under no.
J/05/197/1991, fiscal code RO 67329 and has its registered office on Borșului
Street, no. 35, Oradea, Bihor county.
During the year 2024, no mergers or reorganizations of any kind took place.
1.1.1. General assessment elements
In 2024, the company obtained the following indicators, according to the balance
sheet:
1. Total revenues: 3,168,804 lei , of which:
- net turnover: 2,756,670 lei, of which 1,601,101 lei is represented by
export sales;
- income from the variation of stocks: -2,419,844 lei;
- other income: 2,704,822 lei;
- financial income: 16,283 lei;
- income from provisions and adjustments regarding the operating
activity: 110,873 lei;
2. Total expenses: 11,942,476 lei, of which:
- operating expenses: 11,258,367 lei;
- financial expenses: 669,267 lei;
- deferred profit tax expenses: 14,842 lei;
3. Net operating result: -8,773,672 lei;
4. Liquidity at the end of the period: 396,157 lei equivalent
1.1.2 Evaluation of the technical level of the company
The company exploits the industrial platform in Sos. Borșului no. 35 and operates
the benzoic acid plant, a technically advanced plant, modernized in previous years,
obtaining products intended mainly for the foreign market. The benzoic acid
produced is intended for industrial chemical applications. Unfortunately, throughout
the entire period of 2024, the benzoic acid plant was maintained in conservation,
the income obtained from the sale of benzoic acid being tributary to the stock
produced in the previous year.
At the same time, the company continued in 2024 the rental activity of some of its
available assets, obtaining income from rentals.
The main products manufactured in 2024 and the revenues obtained from their
sale, as well as other revenues, compared to the previous year are:
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No. of
items
Products
2024
2023
RON
%
RON
%
1
Industrial platform
exploitation
1,053,690
38.22
748,035
5.12
2
Organic synthesis
manufacturing
1,702,980
61.78
13,847,779
94.88
Total
2,756,670
100.00
14,595,814
100.00
1.1.3. Evaluation of technical and material supply activity
Given that during the entire period of the reported financial year, the benzoic acid
plant was in conservation, the company no longer carried out a raw material
(toluene) supply activity. However, the company monitored the evolution of the
price of crude oil and toluene throughout 2024 in the hope of a return to a favorable
situation. On the European market, the year 2024 brought a slight decrease in the
price of crude oil compared to the previous year, the price of toluene, except for
cyclical variations generated by the evolution of the supply-demand ratio,
generally followed the same trend.
As a result of the continuation of the war in Ukraine, and the maintenance of the
European economic sanctions imposed on the Russian Federation, it continued
to sell most of its crude oil to Asian countries, especially China and India, at a
lower price (compared to the global one). In this context, Chinese benzoic acid
producers also had toluene and energy at a lower cost than Sinteza in 2024. It
can therefore be said that these competitors enjoyed a competitive advantage
generated by the distortion induced by Russia on the raw materials and energy
market throughout 2024.
1.1.4. Sales activity evaluation
Sinteza SA sells benzoic acid manufactured mainly within the European Union, but
also in other countries such as Turkey. The company sells on the free competitive
market, without significant dependencies on a customer or group of customers,
using both direct sales and distributors in the capitalization process.
Traditionally, the benzoic acid market in Europe is a generally stable one
dominated by a large German producer and in which Chinese benzoic acid
producers export significant quantities. Sinteza, being the 3rd and the smallest
player on the market, has always positioned itself in the following segments: (1)
customers who needed a 2nd source of benzoic acid of European origin, (2)
customers who for various reasons do not want benzoic acid of Chinese origin but
want a price below that of the top producer and (3) customers to whom Sinteza
can offer a competitive price due to its geographical proximity. We are talking here
about Turkey and most of the countries of the former Soviet space.
With the war in Ukraine and the resulting distortion in the price of benzoic acid, the
segments in which Sinteza was active narrowed significantly. In particular, the
Turkish market almost completely opted for cheap benzoic acid from China. In
addition, the economic sanctions active in Europe meant that all the customers the
company had in the former Soviet space remained inaccessible.
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All of these elements determined a situation for 2024 in which Sinteza would have
been able to sell benzoic acid only at a level that would cover approximately 35 -
40% of production capacity. At such a level, production costs would have led to
loss-making operations, which is why it was decided to continue the plant's
conservation status and implement a cost reduction plan.
1.1.5. Evaluation of company personnel issues
In 2024, the average number of employees was 45 people. This figure represents
a significant reduction compared to the previous year and is the result of the
implementation of the cost reduction plan generated by the difficult situation of the
company in 2024. In this sense, the evolution of the company's staff level had a
decreasing trend with a reduction of 43 positions (1 hiring and 44 closed
employment contracts). This reduction combined layoffs, voluntary departures and
a natural fluctuation of personnel.
In terms of professional training, the structure includes 8 employees with higher
education, the rest of the staff having secondary or general education.
The degree of unionization in 2024 was 0%, and there were no conflicting elements
in labor relations.
1.1.6 Assessment of environmental impact aspects
The company maintained all authorizations and approvals required by the relevant
legislation for its object of activity. During the reported period there was no major
impact on the environment and there are no disputes related to the violation of
environmental protection legislation.
In 2024, Sinteza found a solution to the most important historical environmental
problem it faced: the greening of hazardous substance landfills, which Sinteza had
not used since 2006, but for which the closure procedures had not yet been
completed. Given the lack of financial resources necessary to carry out such a
project on its own, Sinteza decided to sell the land on which these landfills are
located, together with the environmental obligations, to a company specialized in
such greening operations. This company, in return, committed to closing these
landfills and submitted a plan to APM Bihor in this regard. This transaction was
finalized in December 2024.
1.1.7 Evaluation of research and development activity
Sinteza did not carry out research and development activities related to benzoic
acid technology in 2024, both due to limited financial resources and due to
uncertainties related to this product on the European market.
However, considering the possible new business directions that the company
anticipates during the reported period, Sinteza specialists conducted a series of
tests and trials in the field of electrochemistry and technologies related to coupling
reagents. These activities highlighted the company's capability not only to take over
technology from partner companies but also a potential to further develop such
technologies.
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1.1.8 Evaluation of risk management activity
The company operates in a free competitive market, being exposed from this point
of view to normal risks. The company implements the risk management system,
the process covering the identification, analysis, management and monitoring of
the risks to which it is exposed.
Price risk – there is a permanent monitoring of this risk. In fact, the analysis of this
risk showed in 2024 that in the situation where the difference between the price of
benzoic acid in Europe and that in China is of the order of hundreds of euros per
ton (in favor of imports) Sinteza has the possibility of covering its production
capacity with orders only to a small extent and thus operations with benzoic acid
are unprofitable.
Credit risk – Given the complete reduction in production volume due to adverse
market conditions, the company has sought to optimize banking exposure levels,
aiming to reduce this exposure. The aspect has also become important due to the
trend in recent years of increasing the cost of credit;
Liquidity risk – there is a permanent concern to maintain liquidity at a supra-unitary
level. Despite all these efforts, the liquidity level as of 31.12.2024 was 0.2 cash
flow risk is monitored daily through weekly and monthly receipts and payments
forecasts.
1.1.9 Perspective elements regarding the company's activity
Given the uncertain situation on the European benzoic acid market and the fact
that in general the prospect of a business based only on the manufacture of a
single commodity chemical product has a reserved prognosis in ensuring the
business continuity that the company needs, the company's management has
focused on diversifying its activities. An area is taken in consideration that involves
the production of high value-added products, which serves a dynamic market and
which is less vulnerable to competition from Asian producers (especially China).
The targeted field is that of electrochemistry, an area in which on the one hand
Sinteza can capitalize on its over 100 years of experience in chemistry, and on the
other hand it has a special dynamic as a result of the expected developments in
the electric power industry as a result of the impact given by the increasingly
intense development of energy produced from renewable sources.
The formalization of this direction was achieved when Sinteza decided to add,
alongside the existing NACE codes, the NACE code 2720 – Manufacture of
batteries and accumulators – to its scope of activity.
Sinteza mainly aims to develop a collaboration in the field of electrolyte production
and redox flow batteries, for which in November 2024 Sinteza signed a letter of
intent with a well-known American company.
The funding of own contribution will be made from funds raised, such as bank loans
and capital contributions.
In order to finance this new development direction, also at the end of 2024, the
company signed with the Ministry of Energy a financing contract from the NRRP C
6.I4.1 program for a project entitled "Establishment of a new production, testing
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and recycling capacity for electrolytes used for the manufacture of industrial
batteries for storing electricity"
During the reported period, the company pursued other potential business
developments, part of the resources necessary to initiate such programs, as well
as to support liquidity needs for daily activity, were secured from the capitalization
of surplus assets, which are available to the company.
1.1.10 Information on internal control
Within Sinteza SA, ensuring internal control concerns internal control and internal
audit activities. In the field of internal control, compliance with regulations specific
to the company's activity, compliance with internal rules, decisions of the
management bodies and financial and accounting rules was pursued.
Internal audit is provided through a service contract with an independent firm. The
internal auditor evaluates the company's control and governance processes
through a systematic and methodical approach and brings to the attention of the
general manager and administrators the significant aspects found through the audit
report.
2 Tangible assets of the company
2.1 Location and description
The company owns and manages the following assets:
a) Șoș. Borșului no. 35 Platform - now dedicated only to the manufacture of
benzoic acid
2.2 Potential ownership issues
There are no issues related to property rights.
3 The market for securities issued by the company
The company's share capital is 9,916,889 lei, divided into 66,112,590 shares with
a nominal value of 0.15 lei/share. The shares are traded on the Bucharest Stock
Exchange, Standard category. On 31.12.2024, the shareholder structure was as
follows:
No.
of
items
Name/Title
Percentage
owned
1
FIA- BT Invest 1
33.8898%
2
PASCU RADU
31.1597%
3
Alternative Investment Company With Private Capital Roca
Investments SA
18.0000%
4
Other individuals and legal entities
16.9505%
Total
100.0000%
The company did not purchase its own shares and did not issue bonds.
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4 Company management
On 31.12.2024, the company's Board of Directors was composed of:
Alexandru Savin - President
Radu Pascu - Member
Cosmin Turcu - Member
The executive management of the company is ensured by the general manager
Gelu Stan.
None of the above have been involved in litigation or administrative proceedings
related to the ability to perform their duties.
5 Corporate Governance Statement
Sinteza SA, being a commercial company whose securities are traded on the
Bucharest Stock Exchange, is in the process of implementing the BVB Corporate
Governance Regulation. A statement of the status of compliance and its
explanation can be found in the annex to this report.
Sinteza SA is a commercial company managed in a unitary system. The supreme
governing body of the company is the General Meeting of Shareholders, according
to the provisions of the articles of association. General meetings can be ordinary
and extraordinary.
The Ordinary General Meeting of Shareholders is convened at least once a year,
no later than 5 months after the end of the financial year. The main duties of the
OGMS are those provided for in the Companies Law.
The Extraordinary General Meeting of Shareholders meets whenever necessary to
decide according to the law. The convening of general meetings of shareholders is
done by the Board of Directors whenever necessary or when the legislation of
commercial companies requires it. Information regarding the date of the meeting,
the place, the agenda and other information necessary for shareholders are made
public through the convening notices published in the Official Gazette and the local
press.
Each share of the company entitles the holder to one vote at the general meetings.
The vote is exercised directly or by proxy. The organization and conduct of the
general meetings are provided for in the company's articles of association and
comply with the requirements of the company law.
The company is managed by a board of directors consisting of 3 directors elected
for a period of 4 years, re-electable and revocable. The majority of the members of
the board of directors are non-executive and independent directors. The board of
directors meets whenever necessary, but at least once every three months, at the
company's headquarters. The board of directors is convened by its chairman, or
by his deputy, in accordance with the provisions of the articles of association.
The Board of Directors has the following responsibilities:
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a.- approves the organizational structure of the company and the number of
positions, as well as the regulations for the establishment of functional and
production departments;
b.- approves the rights and obligations of the company's staff through the
collective labor agreement, the organization and operation regulations and the
internal order regulations;
c.- annually submits to the general meeting of shareholders for approval,
within 5 months from the end of the financial year, the report on the company's
activity, the balance sheet and the profit and loss account for the previous year, as
well as the draft budget for the current year;
d.- approves the method of depreciation of fixed assets in the company's
assets, their decommissioning and preservation, as well as the downgrading and
scrapping of material assets, other than fixed assets;
e.- decides on the granting of sponsorships;
f.- approves the company's tactics and managerial strategy;
g.- proposes to the extraordinary general meeting of shareholders the
issuance of bonds;
h.- appoints the members of the management committee, as appropriate.
i.- approves firm measures regarding the future development of the
company, its production capacities, the introduction of technical progress and the
creation of products at a world-class technical level;
j.- resolves any other issues established by the general meeting of
shareholders as well as by the legislation in force.
k.- the board of directors approves the acts of acquisition, alienation,
exchange or provision as collateral of assets from the category of fixed assets of
the company, financing for current activities, working capital, investment loans,
other purposes , the value of which does not exceed, individually or cumulatively,
during a financial year, 20% of the total fixed assets, less receivables;
The current management of the company is delegated by mandate to the General
Manager, appointed by the Board of Directors for a period of 4 years.
The company applies a diversity policy regarding its management and
administration bodies.
The company will continuously improve its communication with shareholders and
investors by complying with more and more requirements of the BVB Code.
6. Financial and accounting situation
Individual financial position of Sinteza SA in 2024 compared to 2023 is presented
as follows:
INDICATOR
INDIVIDUAL
31.12.2023
31.12.2024
Tangible assets
Land and land improvements
14,737,009
18,253,878
Constructions
11,515,309
12,149,003
Technical installations and means of transport
9,881,254
10,005,429
Furniture, office equipment […]
69,154
49,762
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Tangible assets under construction
1,065,604
498,677
Advances for tangible fixed assets
Total Tangible Assets
37,268,330
40,956,749
Intangible assets
Concessions, patents, licenses, trademarks, rights and similar
assets and other intangible assets
52,390
14,584
Intangible assets in progress
Shares held in subsidiaries and other fixed assets
3,295
3,295
Rights of use of leased assets
71,898
43,837
Total Fixed Assets
37,395,913
41,018,465
Current Assets
Stocks
2,759,880
273,988
Trade and other receivables
1,052,742
148,675
Expenses recorded in advance
99,828
61,410
Cash and cash equivalents
223,168
396,157
Assets classified as held for sale
1,999,171
1,975,894
Total Current Assets
6,134,789
2,856,124
Total Assets
43,530,702
43,874,589
Own Capital
Share capital
9,916,889
9,916,889
Capital premiums
Reserves
30,686,182
35,008,016
Exercise result
-10,719,506
-8,773,672
Retained earnings
-1,482,584
-9,466,029
Other equity items
-540
-540
Minority interests
Total Equity
28,400,441
26,684,664
Long-term Debts
Long-term loans and other liabilities
45,691
19,448
Deferred income
Provisions
Deferred tax liabilities
3,496,076
4,284,750
Total Long-Term Debt
3,541,767
4,304,198
Current Debts
Short-term loans
5,160,720
3,836,872
Trade and other payables, including derivative financial
instruments
6,108,938
8,958,603
Deferred income
197,811
57,708
Provisions
121,025
32,544
Liabilities classified as held for sale
Total Current Debts
11,588,494
12,885,727
Total Debts
15,130,261
17,189,925
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Total Equity and Debt
43,530,702
43,874,589
For the financial year 2024, the parent company SINTEZA SA prepared
consolidated financial statements, including the commercial company CHIMPROD
SA, with the following identification data:
Company name: SC Chimprod SA
Registered office: Oradea, Borșului street no. 35
Phone/fax number: 0259 456 110
Tax registration code: (RO) 67345
Registration with the Trade Register: J/05/1984/1992
Share capital: 90,000 lei
The shares of Chimprod SA are not traded on the regulated securities market. The
stake held by Sinteza SA is 99.765%, and the stake held by non-controlling
interests is 0.235%.
The company is managed by mandate by Sinteza SA, having designated a
permanent representative in this regard.
Consolidated financial position in 2024 compared to 2023 is presented as follows:
INDICATOR
CONSOLIDATED
31.12.2023
31.12.2024
Tangible assets
Land and land improvements
14,737,009
18,253,878
Constructions
11,515,309
12,149,003
Technical installations and means of transport
9,881,254
10,005,429
Furniture, office equipment […]
69,154
49,762
Tangible assets under construction
1,065,604
498,677
Advances for tangible fixed assets
Total Tangible Assets
37,268,330
40,956,749
Intangible assets
Concessions, patents, licenses, trademarks, rights and similar
assets and other intangible assets
52,390
14,584
Intangible assets in progress
0
Shares held in subsidiaries and other fixed assets
6,195
6,195
Rights of use of leased assets
71,898
43,837
Total Fixed Assets
37,398,813
41,021,365
Current Assets
Stocks
2,759,880
273,988
Trade and other receivables
1,052,757
148,690
Expenses recorded in advance
99,828
61,410
Cash and cash equivalents
224,033
397,224
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Assets classified as held for sale
1,999,171
1,975,894
Total Current Assets
6,135,669
2,857,206
Total Assets
43,534,482
43,878,571
Own Capital
Share capital
9,916,889
9,916,889
Capital premiums
Reserves
32,125,420
36,447,254
Exercise result
-10,724,863
-8,779,552
Retained earnings
-4,691,722
-12,680,525
Other equity items
-540
-540
Minority interests
-4,183
-4,196
Total Equity
26,621,001
24,899,330
Long-term Debts
Long-term loans and other liabilities
45,691
19,448
Deferred income
Provisions
Deferred tax liabilities
3,496,076
4,284,750
Total Long-Term Debt
3,541,767
4,304,198
Current Debts
Short-term loans
5,160,720
3,836,872
Trade and other payables, including derivative financial
instruments
7,892,158
10,747,919
Deferred income
197,811
57,708
Provisions
121,025
32,544
Liabilities classified as held for sale
Total Current Debts
13,371,714
14,675,043
Total Debts
16,913,481
18,979,241
Total Equity and Debt
43,534,482
43,878,571
The financial statements for the year 2024 are prepared in accordance with the
provisions of MFP Order 881/2012, MFP Order 2844/2016, MFP Order 5394/2023
and MFP Order 107/20.01.2025, applicable to commercial companies whose
securities are traded on a regulated market.
CHAIRMAN OF THE BOARD OF DIRECTORS
ALEXANDRU SAVIN
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Sinteza SA Annex to the Board of Directors Report 2024
Declaration of compliance of Sinteza SA with the new BVB Corporate Governance Code
on 31.12.2024
The provisions of the BVB Governance Code
Complies
Does not
comply or
partially
complies
Reason for non-compliance
A. RESPONSIBILITIES OF THE COUNCIL
A.1. All companies must have internal Board regulations that include the
terms of reference/responsibilities of the Board and the key management
functions of the company, and that apply, among other things, the
General Principles in Section A.
X
The terms of reference/responsibilities of the Board and key management functions
are contained only in the company's articles of association, updated in 2012.
A.2. Provisions for the management of conflicts of interest should be
included in the Board's rules of procedure. In any case, Board members
must notify the Board of any conflicts of interest that have arisen or may
arise and refrain from participating in the discussions (including by non-
attendance, unless non-attendance would prevent a quorum) and from
voting on a decision on the matter giving rise to the conflict of interest.
X
Provisions regarding the management of conflict of interest will be included in the
Corporate Governance Regulation (declaration) to be developed by the Board of
Directors.
A.3. The Board of Directors or Supervisory Board must consist of at least
five members.
X
The current organizational and management structure of Sinteza SA contained in
the Articles of Association establishes a number of 3 members for the Board of
Directors. The modification of the number of members will be made with the
approval of the General Meeting of Shareholders and the amendment of the
Articles of Association.
A.4. The majority of the members of the Board of Directors must not hold
an executive position. At least one member of the Board of Directors or
the Supervisory Board must be independent in the case of companies in
the Standard Category. In the case of companies in the Premium
Category, no less than two non-executive members of the Board of
X
All three current members of the Board of Directors are non-executive.
Two of the three members of the Board of Directors are independent.
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Directors or the Supervisory Board must be independent. Each
independent member of the Board of Directors or the Supervisory Board,
as the case may be, must submit a declaration at the time of his
nomination for election or re-election, as well as when any change in his
status occurs, indicating the elements on the basis of which he is
considered independent in terms of his character and judgment and
according to the following criteria:
A.4.1. is not a General Manager/Executive Director of the company or of
a company controlled by it and has not held such a position in the last five
(5) years;
A.4.2. is not an employee of the company or of a company controlled by
it and has not held such a position in the last five (5) years;
A.4.3. does not receive and has not received additional remuneration or
other benefits from the company or a company controlled by it, other
than those corresponding to the capacity of non-executive director; A.4.4.
is not or has not been an employee or does not have or has not had during
the previous year a contractual relationship with a significant shareholder
of the company , a shareholder who controls over 10% of the voting
rights, or with a company controlled by him;
A.4.5. does not have and did not have in the previous year a business or
professional relationship with the company or a company controlled by
it, either directly or as a client, partner, shareholder , member of the
Board/Administrator, general manager/executive director or employee of
a company if , due to its substantial nature , this relationship may affect
his objectivity;
A.4.6. is not and has not been in the last three years the external or
internal auditor or a partner or employee associate of the current external
financial auditor or of the internal auditor of the company or of a
company controlled by it; A.4.7. is not a general manager/executive
director of another company where another general manager/executive
director of the company is a non-executive director;
A.4.8. has not been a non-executive director of the company for a period
exceeding twelve years; A.4.9. has no family ties with a person in the
situations mentioned in points A.4.1. and A.4.4.
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A.5. Other relatively permanent professional commitments and
obligations of a Board member, including executive and non-executive
positions on the Board of non-profit companies and institutions, must be
disclosed to shareholders and potential investors prior to nomination and
during his or her term of office.
X
The professional biographies of the Board members were not made public on the
company's website or on the BVB .
This requirement will be met with the reconfiguration of the company's website.
A.6. Any member of the Board must disclose to the Board any relationship
with a shareholder who directly or indirectly holds shares representing
more than 5% of all voting rights. This obligation refers to any relationship
that may affect the member's position on matters decided by the Board.
X
Such information to the Council was not considered necessary.
A.7. The company must appoint a Board Secretary responsible for
supporting the work of the Board.
X
There is a nominated person who holds this position on the Council.
A.8. The corporate governance statement shall state whether a Board
review has taken place under the chairmanship of the chairman or the
nomination committee and, if so, shall summarise the key measures and
changes resulting from it. The company shall have a policy/guideline on
the Board review, including the purpose, criteria and frequency of the
review process.
X
The Corporate Governance statement is being developed and will include such a
policy.
A.9. The corporate governance statement must contain information on
the number of meetings of the Board and committees during the last year,
the participation of directors (in person and in absentia) and a report of
the Board and committees on their activities.
X
The Board of Directors meets regularly once a month and whenever deemed
necessary for the proper conduct of the company's activities.
A.10. The corporate governance statement must include information
regarding the exact number of independent members of the Board of
Directors or the Supervisory Board.
X
The Board of Directors has 3 members, 2 of whom are independent members.
A.11. The Board of Premium Category companies must establish a
nomination committee consisting of non-executive persons, which will
lead the nomination procedure for new members of the Board and make
recommendations to the Board. The majority of the members of the
nomination committee must be independent.
X
This requirement does not apply to Sinteza SA listed in the Standard Category of
BVB.
B. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM
B.1. The board must establish an audit committee of which at least one
member must be an independent non-executive director. The majority of
X
An audit committee operates within the board that meets the independence and
competence requirements required by the BVB Code.
15
the members, including the chairman, must have demonstrated that they
have appropriate qualifications relevant to the functions and
responsibilities of the committee. At least one member of the audit
committee must have proven and appropriate audit or accounting
experience. In the case of companies in the Premium Category, the audit
committee must consist of at least three members and the majority of the
members of the audit committee must be independent.
B.2. The chairman of the audit committee must be an independent non-
executive member.
X
B.3. As part of its responsibilities, the audit committee must conduct an
annual assessment of the internal control system.
X
The annual audit report contains references to the company's internal control
system.
B.4. The assessment should consider the effectiveness and coverage of
the internal audit function, the adequacy of the risk management and
internal control reports presented to the Board's audit committee, the
promptness and effectiveness with which executive management
addresses deficiencies or weaknesses identified as a result of internal
control, and the presentation of relevant reports to the Board.
X
The assessment of internal audit is made in the Annual Report of the Administrators
B.5. The audit committee must assess conflicts of interest in connection
with the transactions of the company and its subsidiaries with related
parties.
X
Conflict of interest assessment is carried out when such transactions are decided
B.6. The audit committee must evaluate the effectiveness of the internal
control system and the risk management system.
X
There are references in the Annual Report of the Administrators regarding this
aspect.
B.7. The audit committee should monitor the application of legal
standards and generally accepted internal audit standards. The audit
committee should receive and evaluate the reports of the internal audit
team.
X
Internal audit reports are made available to the audit committee annually.
B.8. Whenever the Code mentions reports or analyses initiated by the
Audit Committee, these must be followed by periodic (at least annually)
or ad-hoc reports that must be subsequently submitted to the Board.
X
B.9 No shareholder may be granted preferential treatment over other
shareholders in connection with transactions and agreements concluded
by the company with shareholders and their affiliates.
X
There are no such provisions in the articles of association or other internal
regulations of the company.
16
B.10. The Board must adopt a policy to ensure that any transaction of the
company with any of the companies with which it has close relationships
whose value is equal to or greater than 5% of the company's net assets
(according to the latest financial report) is approved by the Board
following a binding opinion of the Board's audit committee and properly
disclosed to shareholders and potential investors, to the extent that these
transactions fall within the category of events subject to reporting
requirements.
X
The adoption of such a policy by the Council will be considered. Its inclusion in the
corporate governance regulations will also be taken into consideration.
B.11. Internal audits must be carried out by a structurally separate
division (internal audit department) within the company or by engaging
an independent third party entity.
X
The company's internal audit is carried out by an independent third-party entity
based on a service contract.
B.12. In order to ensure the performance of the main functions of the
internal audit department, it should report functionally to the Board
through the audit committee. For administrative purposes and within the
framework of management's obligations to monitor and mitigate risks, it
should report directly to the CEO.
X
The internal auditor reports functionally to the board of directors and the audit
committee, and administratively to the General Manager.
C. REMUNERATION POLICY
C.1. The company must publish the remuneration policy on its website
and include in the annual report a statement on the implementation of
the remuneration policy during the annual period under review.
The remuneration policy should be formulated in such a way as to enable
shareholders to understand the principles and arguments underlying the
remuneration of the members of the Board and the CEO, as well as of the
members of the Management Board in the dual system. It should describe
how the process and decisions on remuneration are conducted, detail the
components of executive management remuneration (such as salaries,
annual bonuses, long-term incentives linked to the value of shares,
benefits in kind, pensions and others) and describe the purpose,
principles and assumptions underlying each component (including the
general performance criteria for any form of variable remuneration). In
addition, the remuneration policy should specify the duration of the
executive director's contract and the notice period provided for in the
contract, as well as any compensation for dismissal without just cause.
X
According to the company's Articles of Association, the remuneration of the
members of the Board of Directors is a responsibility of the General Meeting of
Shareholders. After development and approval, the Remuneration Policy will be
published on the website together with the reconfiguration of the company's
website.
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Any essential change in the remuneration policy must be published in a
timely manner on the company's website.
D. ADDING VALUE THROUGH INVESTOR RELATIONS
D.1 The company must organize an Investor Relations service – made
known to the general public through the responsible person(s) or as an
organizational unit. In addition to the information required by legal
provisions, the company must include on its website a section dedicated
to Investor Relations, in Romanian and English, with all relevant
information of interest to investors, including:
X
This department was created in the unit's organizational chart in 2016. The person
responsible for investor relations was nominated.
The 2023 version of the company's website covers these aspects
D.1.1. Main corporate regulations: articles of association, procedures
regarding general meetings of shareholders;
X
The requirement will be implemented with the reconfiguration of the company's
website.
D.1.2. Professional CVs of the members of the company's management
bodies, other professional commitments of the members of the Board,
including executive and non-executive positions on boards of directors in
companies or non-profit institutions;
X
The requirement will be implemented with the reconfiguration of the company's
website.
D.1.3. Current reports and periodic reports (quarterly, semi-annual and
annual) – at least those provided for in point D.8 – including current
reports with detailed information regarding non-compliance with this
Code;
X
These reports and information are published on the company's website.
D.1.4. Information regarding general meetings of shareholders: agenda
and information materials; procedure for electing members of the Board;
arguments supporting the proposals for candidates for election to the
Board, together with their professional CVs; shareholders' questions
regarding the items on the agenda and the company's responses,
including the decisions adopted;
X
This information is published on the company's website.
D.1.5. Information on corporate events, such as the payment of dividends
and other distributions to shareholders, or other events leading to the
acquisition or limitation of a shareholder's rights, including the deadlines
and principles applied to such operations. Such information shall be
published in a time frame that allows investors to make investment
decisions;
X
The new version of the company's website includes a news section that will also
provide such information.
18
D.1.6. Name and contact details of a person who will be able to provide,
upon request, relevant information;
X
This information is published on the company's website.
D.1.7. Company presentations (e.g., investor presentations, quarterly
results presentations, etc.), financial statements (quarterly, semi-annual,
annual), audit reports and annual reports.
X
This information is published on the company's website.
D.2. The company will have a policy on the annual distribution of
dividends or other benefits to shareholders, proposed by the General
Manager or the Board of Directors and adopted by the Board, in the form
of a set of guidelines that the company intends to follow regarding the
distribution of net profit. The principles of the annual distribution policy
to shareholders will be published on the company's website.
X
The distribution of dividends is established by decision of the General Meeting of
Shareholders according to the provisions of the company's Articles of Association.
The publication on the company's website of the policy regarding the annual
distribution of dividends will be made after its development and approval by the
internal management bodies.
D.3. The company will adopt a policy regarding forecasts, whether they
are made public or not. Forecasts refer to quantified conclusions of
studies aimed at establishing the overall impact of a number of factors
regarding a future period (the so-called assumptions): by its nature, this
projection has a high level of uncertainty, the actual results may differ
significantly from the forecasts initially presented. The policy on forecasts
will establish the frequency, the period considered and the content of the
forecasts. If published, forecasts may only be included in annual, half-
yearly or quarterly reports. The policy on forecasts will be published on
the company's website.
X
The publication of the policy regarding forecasts on the company's website will be
made after its development and approval by the internal management bodies.
D.4. The rules of general meetings of shareholders must not limit the
participation of shareholders in general meetings and the exercise of their
rights. Amendments to the rules shall enter into force, at the earliest,
starting with the next general meeting of shareholders.
X
The Rules of the General Meeting of Shareholders are mentioned in each notice
published according to legal requirements approximately 45 days before each
meeting.
D.5. The external auditors shall be present at the general meeting of
shareholders when their reports are presented at such meetings.
X
D.6 The Board will present to the annual general meeting of shareholders
a brief assessment of the internal control and management systems of
significant risks, as well as opinions on issues subject to the decision of
the general meeting.
X
The annual report of the administrators, presented to the annual general meeting
of shareholders together with the financial statements , contains the assessment of
the Board of Directors on the internal control and management systems of
significant risks.
D.7. Any specialist, consultant, expert or financial analyst may attend the
shareholders' meeting upon prior invitation from the Board. Accredited
journalists may also attend the general shareholders' meeting, unless the
Chairman of the Board decides otherwise.
X
Sinteza SA is open to the participation of specialists , consultants , experts or
analysts at the shareholders' meetings . A set of general rules and procedures in this
regard will be subject to discussion and approval by the Board.
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D.8. Quarterly and semi-annual financial reports will include information
in both Romanian and English regarding the key factors influencing
changes in sales levels, operating profit, net profit and other relevant
financial indicators, both from one quarter to another and from one year
to another.
X
Starting with 2016, the reports are published both in Romanian and English.
D.9. A company shall hold at least two meetings/conference calls with
analysts and investors each year. The information presented on these
occasions shall be published in the investor relations section of the
company's website on the date of the meetings/conference calls.
X
Sinteza SA organizes such meetings twice a year, according to the annual calendar
filed with the BVB.
D.10. If a company supports various forms of artistic and cultural
expression, sports activities, educational or scientific activities and
considers that their impact on the innovative character and
competitiveness of the company is part of its mission and development
strategy, it will publish the policy regarding its activity in this field.
X
A policy in this regard will be developed by the Council if deemed appropriate.
SINTEZA SA
Individual and consolidated financial statements
on December 31, 2024
Prepared in accordance with
International Financial Reporting Standards (IFRS)
Adopted by the European Union