RESOLUTION OF THE NATIONAL COMMISSION ON THE FINANCIAL MARKET OF THE REPUBLIC OF MOLDOVA

of December 24, 2015 No. 67/10

About approval of the Code of corporate governance

For the purpose of reduction of the legal and regulating base of corporate management in joint-stock companies in compliance with international standards of corporate management, providing and protection of legitimate rights and interests of shareholders, based on item 27 of the h. (1) c subitem) the National plan of action for implementation of the Agreement on association the Republic of Moldova – the European Union for 2014-2016, approved by the Order of the Government No. 808 of October 7, 2014 (The official monitor of the Republic of Moldova, 2014, No. 297-309, the Art. 851), the National commission on the DECIDES: financial market

1. Approve the Code of corporate governance, according to appendix.

2. To provide to subjects of public value the compliance to provisions of the Code of corporate governance, including with subsequent changes and amendments, within 6 months from the date of their entry into force.

3. To joint-stock companies, in addition to specified in Item 2, to recommend to accept the Code of corporate governance.

4. Declare invalid the Resolution of the National commission on the financial market No. 28/6 of June 1, 2007 "About approval of the Code about corporate management" (The official monitor of the Republic of Moldova, 2007, No. 86-89, the Art. 391).

5. This resolution becomes effective from the date of publication.

Appendix

to the Resolution of the National commission on the financial market of the Republic of Moldova of December 24, 2015 No. 67/10

Code of corporate governance

The code of corporate governance partially shifts provisions:

- articles 9a and articles 9b of the Directive 2007/36/CE of the European Parliament and Council of July 11, 2007 about implementation of some shareholder rights of commercial societies whose shares are admitted to trading at the exchange published in the Official magazine of the European Union by L 184 of July 14, 2007 according to the changes made by the Directive (EU) 2023/2864 European Parliament and Council of December 13, 2023 about modification of some directives concerning creation and functioning of single European point of access;

- The recommendation of the Commission 2004/913/CE of December 14, 2004 about encouragement of creation of proper procedure for directors' emolument of societies whose shares are admitted to trading at the exchange, published in the Official magazine of the European Union by L 385/55 of December 29, 2004 and

- The recommendation of the Commission 2005/162/CE of February 15, 2005 about roles of nonexecutive or observant directors of societies, whose shares are admitted to trading at the exchange, and committees (observant) board of directors, CELEX: 32005H0162, European Union published in the Official magazine JO L 52/51 of February 25, 2005, according to the changes made by the Recommendation 2009/385/CE of amendment of Recommendations 2004/913/CE and 2005/162/CE regarding procedure for directors' emolument of societies whose shares are admitted to trading at the exchange published in the Official magazine of the European Union by L 120/28 of May 15, 2009.

Introduction

Main objectives of corporate management are creation of efficient system of ensuring safety of the means provided by shareholders and their effective use, decrease in risks which investors cannot prevent and/or do not want to take also need charge with which in the long-term period from investors inevitably attracts decrease in investment appeal of society and cost of its shares.

The code of corporate governance (further in the text – the Code) is developed according to the current legislation of the Republic of Moldova. Provisions of the Code are based on the international practice in the field of corporate management, the principles of corporate management developed by Organization for Economic Cooperation and Development (OECD) and also on the experience accumulated during action of the Join-stock companies law No. 1134/1997 (further – the Law No. 1134/1997).

International standards provide to corporate management special attention. According to recommendations of OECD about management of the companies, corporate management assumes number of the relations between council of joint-stock company (further in the text - society), executive body, shareholders and other concerned parties (Stakeholders), namely, employees of society, his partners, creditors, bodies of local public authority, etc.

Also the Action plan determines several directions for action in the field of the legislation regulating activities of joint-stock companies and corporate management which are basic for enforcement of the effective, long-term and competitive legislation in this sphere by corporate management of the European Union (EU).

Corporate management provides methods of determination and establishment of the purposes of society, and also means of achievement of these purposes and the procedure of monitoring of indicators of society.

This Code provides the best local and foreign practicians and represents set of standards of management for management of management of the company and shareholders in case of use of the principles of effective management by society directed on:

1) protection and promotion of shareholder rights and other relevant concerned parties;

2) refining of roles on management of governing bodies;

3) ensuring functioning of joint-stock companies in environment, free from corruption;

4) promotion of interests of managers, workers and shareholders by means of harmonization of the regulatory base, as well as other measures.

Accession to these standards provides development of steady business and the precepts of law supporting effective corporate management, and also which are attached to them initiatives of supervision by which governing bodies and supervision of society, shareholders, workers within the relations shall be guided.

Implementation and strict observance of the requirements of corporate management provided by this Code is intended to promote substantial increase of transparency and trust of shareholders, and also to provide predictable basis for potential investors.

Investors, including strategic, make assessment of observance of rules of corporate management as part of measures for protection of risks and shareholder rights, on the basis of the commonly accepted rules in the respective country. To shareholders the practician of corporate management is recommended to cooperate with management and supervision body of society for implementation of the best.

Officials of society shall act in strict accordance with provisions of the legislation and of this Code, providing observance of the rights of all shareholders. Any evasion from provisions of this Code shall be in writing proved according to the Declaration of corporate management "Observance or explanation" (further – the Declaration of corporate management), according to the form given in appendix No. 1. The subject of public value and any other joint-stock company applying this Code, the departures having no right to allow from Code provisions if such departures contradict provisions of the legal acts applicable to this case.

For the purpose of observance of recommendations of this Code society develops and approves the internal documents directed to acceptance and application of the recommendations about corporate management stated in this Code.

The operator of the market shall apply internal measures for assistance to respect for the principles of proper corporate management by issuers of securities.

The joint-stock companies determined as subjects of public value according to provisions of article 6 of the Law No. 171/2012 on the capital market (further – the Law No. 171/2012), provisions of this Code shall observe, and other joint-stock companies are recommended to join and apply Code provisions for the purpose of creation of the status of steady and competitive society.

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