Common use of Obligations or Duties of the Director Clause in Contracts

Obligations or Duties of the Director. 5.3.1 The administrator, together with the other members of the Board of Directors, has the following main duties and obligations: a) to determine set the main business and development directions of Society; b) to determine the accounting policies and the financial control system, as well as to approve the financial planning; c) to delegate the management of the Company to one or more executive officers selected according to the provisions of the Government Emergency Ordinance no. 109/2011, and to name a general director, to revoke the executive officers and the general director, and to set their remuneration at the recommendation of the nomination and remuneration committee; the executive officers and the general director can be appointed from among the directors who become executive officers, or from outside the Board of Directors; d) to oversee and assess the work of the general director and the executive officers under mandate contracts, both in terms of how the contract is performed, as well as regarding compliance and implementation of the management component from the administration plan; e) to prepare the annual report, organization of the general meeting of shareholders and implementation of its resolutions; f) to file for opening of the insolvency proceedings, according to the law; g) to set the duties delegated to the executive management of the Company, meaning to the general director and the others executive officers holding management powers for the purposes of Law 31/1990, in order to steer the Company's operations; h) to approve execution of any operations/contracts/agreements which they have not delegated powers for to the general director and the executive officers, subject to the limits set out under the Articles of Incorporation; i) to prepare an annual report concerning the Company's business, in compliance with the provisions Article 56 of the Government Emergency Ordinance no. 109/2011, as subsequently amended and supplemented; j) to call or, as the case may be, to clear the calling of the general meeting of shareholders, to organize the general meetings of shareholders, to participate in the general meeting of shareholders, and to implement the resolutions of the general meetings of shareholders, to inform all shareholders about any act or event liable to have a significant impact on the company's situation; k) to submit annually to the General Meeting of the Company's Shareholders, during the term set out under the relevant legislation, the report on the Company's business, the balance sheet and the income statement for that year, to make recommendations of profit allotment, and to approve the draft Company's income and expenditure budget for the current year; l) to perform annual appraisals of the general director and the executive officer, which appraisal concerns both performance of their respective mandate contracts and the management component of the administration plan; the appraisal report shall be published on the website of the supervisory public authority, on 31 May of the year that follows that for which such appraisal is performed. Any data that, according to the law, is confidential or secret shall be excluded from publication. m) to exercise the powers set for the Board of Directors under the Articles of Incorporation and the applicable legal framework, as well as those delegated thereto by the General Meeting of Shareholders of the Company according to Law of Companies no. 31/1990, as subsequently amended and supplemented; n) to submit half-yearly in the general meeting of shareholders, a report the administration activity, which also includes information about the performance of the directors' mandate contracts, details about the operational activities, the company's financial performance and the company's half-yearly accounting reports; o) to approve the amount of the professional liability insurance concluded for the General Director and the Company's Executive Officers; p) Together with the other members of the Board of Directors, to see that the remuneration policy and criteria for the members of the Board of Directors and the Executive Officers are published on the website of the Company; q) To represent the Company in the relations with the General Director/Executive Officers; r) Together with the other members of the Board of Directors, clears the financial statements of the Company; s) To participate in the General Meetings of the Company's Shareholders; t) To take all the necessary and useful measures for the smooth operation of the Company, having the powers and duties set out under the law and the Articles of Incorporation, as well as those delegated by the General Meeting of Shareholders, save for those reserved to the General Meeting of Shareholders or the General Director/Executive Officers according to the law or the Articles of Incorporation; u) In performance of their duties under this Contract, the Director shall work together with the other members of the Board of Directors, the Company's employees, as well as the external/internal consultants or other members of the Company's management; v) The Director shall perform their tasks at the highest professional standards set for this type of activity and in accordance with the provisions of this Contract. In the exercise of the decision- making powers mandated xxx them, the Director shall act in the interest of the Company; w) To comply with any other prohibition, restriction and limitation imposed under the legal provisions applicable to management offices in public enterprises. 5.3.2 Also, the Director, together with the other members of the Board of Directors, has the following duties and obligations: a) to exercise the mandate with loyalty, prudence and diligence of a good director, in the exclusive interest of the Company; b) to thoroughly prepare the board meetings, dedicating at least 3 business days per month for this purpose, and to participate in the board meetings, as well as in those of the specialty committees; c) to participate in one or more advisory committees established under the board; d) to declare, according to the internal regulations and the legislation in force, any existing conflicts of interest and, in case of conflicts of interest, to abstain from making any decisions in the board/advisory committees/exercise of their powers as executive director; e) to exercise the powers provided in the legislation in force and attached to the status of public enterprise; f) to adopt the policies and control systems falling under the scope of their powers; g) to clear the income and expenditure budget; h) to clear the development strategies and policies of the Company; i) to approve recruitment and potential revocation of the head of the internal audit and to receive from them, whenever asked to do so, reports on the Company's activity; j) to participate in continuous professional development programmes, in order to pursue a smooth activity within the board; k) to check operation of the internal and managerial control system; l) to monitor and manage any potential conflicts of interest occurred in the administration and management bodies; m) any other duties and obligations stipulated under the law and the internal regulations/internal procedures adopted by the Company.

Obligations or Duties of the Director. 5.3.1 The administratordirector, together with the other members of the Board of Directors, has the following main duties and obligations: a) to draw up and approve, within 30 days from the date of their appointment, the administration component of the administration plan, in view of the achievement of the financial and non- financial performance indicators; b) within 5 days from the approval of the management plan, to convene the general meeting of shareholders, in order to negotiate and approve the financial and non-financial performance indicators resulting from the management plan; c) to negotiate the financial and non-financial performance indicators based on the management plan and the letter of expectations within 45 days from the date of their communication to the public tutelary authority; if upon the expiry of this period, the negotiation is not completed, the time limit can be extended once by a maximum of 30 days, at the request of either Party. In the event of the failure of the negotiations of the two rounds, the Director, together with the other members, shall be revoked, without being entitled to the payment of damages. d) within 90 days from the date of appointment, together with the other members of the Board of Directors, shall adopt a code of ethics, which is published, by the care of the chairman of the Board of Directors, on the website of the Company and is revised annually, as the case may be, subject to the opinion of the internal auditor, being republished on May 31 of the current year; e) to determine set the main business and development directions of Society; bf) to determine the accounting policies and the financial control system, as well as to approve the financial planning; cg) to delegate the management of the Company to one or more executive officers selected according to the provisions of the Government Emergency Ordinance no. 109/2011, and to name a general director, to revoke the executive officers and the general director, and to set their remuneration at the recommendation of the nomination and remuneration committee; the executive officers and the general director can be appointed from among the directors who become executive officers, or from outside the Board of Directors; dh) to oversee and assess the work of the general director and the executive officers under mandate contracts, both in terms of how the contract is performed, as well as regarding compliance and implementation of the management component from the administration plan; ei) to prepare the annual report, organization of the general meeting of shareholders and implementation of its resolutions; fj) to file for opening of the insolvency proceedings, according to the law; gk) to establish in the Board of Directors a Nomination and Remuneration Committee and an Audit Committee and other committees, according to the legal provisions in force; l) to approve and comply with the Organization and Functioning Regulations of the Board of Directors; m) to set the duties delegated to the executive management of the Company, meaning to the general director General Director and the others executive officers holding management powers for the purposes of Law 31/1990, in order to steer the Company's operations; h; n) to approve execution of any operations/contracts/agreements which they have not delegated powers for to the general director and the executive officers, subject to the limits set out under the Articles of Incorporation; i) to prepare an annual report concerning the Company's business, in compliance with the provisions Article 56 of the Government Emergency Ordinance no. 109/2011, as subsequently amended and supplemented; j) to call or, as the case may be, to clear the calling of the general meeting of shareholders, to organize the general meetings of shareholders, to participate in the general meeting of shareholders, and to implement the resolutions of the general meetings of shareholders, to inform all shareholders about any act or event liable to have a significant impact on the company's situation; k) to submit annually to the General Meeting of the Company's Shareholders, during the term set out under the relevant legislation, the report on the Company's business, the balance sheet and the income statement for that year, to make recommendations of profit allotment, and to approve the draft Company's income and expenditure budget for the current year; l) to perform annual appraisals of the general director and the executive officer, which appraisal concerns both performance of their respective mandate contracts and the management component of the administration plan; the appraisal report shall be published on the website of the supervisory public authority, on 31 May of the year that follows that for which such appraisal is performed. Any data that, according to the law, is confidential or secret shall be excluded from publication. m) to exercise the powers set for the Board of Directors under the Articles of Incorporation and the applicable legal framework, as well as those delegated thereto by the General Meeting of Shareholders of the Company according to Law of Companies no. 31/1990, as subsequently amended and supplemented; n) to submit half-yearly in the general meeting of shareholders, a report the administration activity, which also includes information about the performance of the directors' mandate contracts, details about the operational activities, the company's financial performance and the company's half-yearly accounting reports; o) to approve the amount of the professional liability insurance concluded for the General Director and the Company's Executive Officers; p) Together with the other members of the Board of Directors, to see that the remuneration policy and criteria for the members of the Board of Directors and the Executive Officers are published on the website of the Company; q) To represent the Company in the relations with the General Director/Executive Officers; r) Together with the other members of the Board of Directors, clears the financial statements of the Company; s) To participate in the General Meetings of the Company's Shareholders; t) To take all the necessary and useful measures for the smooth operation of the Company, having the powers and duties set out under the law and the Articles of Incorporation, as well as those delegated by the General Meeting of Shareholders, save for those reserved to the General Meeting of Shareholders or the General Director/Executive Officers according to the law or the Articles of Incorporation; u) In performance of their duties under this Contract, the Director shall work together with the other members of the Board of Directors, the Company's employees, as well as the external/internal consultants or other members of the Company's management; v) The Director shall perform their tasks at the highest professional standards set for this type of activity and in accordance with the provisions of this Contract. In the exercise of the decision- making powers mandated xxx them, the Director shall act in the interest of the Company; w) To comply with any other prohibition, restriction and limitation imposed under the legal provisions applicable to management offices in public enterprises. 5.3.2 Also, the Director, together with the other members of the Board of Directors, has the following duties and obligations: a) to exercise the mandate with loyalty, prudence and diligence of a good director, in the exclusive interest of the Company; b) to thoroughly prepare the board meetings, dedicating at least 3 business days per month for this purpose, and to participate in the board meetings, as well as in those of the specialty committees; c) to participate in one or more advisory committees established under the board; d) to declare, according to the internal regulations and the legislation in force, any existing conflicts of interest and, in case of conflicts of interest, to abstain from making any decisions in the board/advisory committees/exercise of their powers as executive director; e) to exercise the powers provided in the legislation in force and attached to the status of public enterprise; f) to adopt the policies and control systems falling under the scope of their powers; g) to clear the income and expenditure budget; h) to clear the development strategies and policies of the Company; i) to approve recruitment and potential revocation of the head of the internal audit and to receive from them, whenever asked to do so, reports on the Company's activity; j) to participate in continuous professional development programmes, in order to pursue a smooth activity within the board; k) to check operation of the internal and managerial control system; l) to monitor and manage any potential conflicts of interest occurred in the administration and management bodies; m) any other duties and obligations stipulated under the law and the internal regulations/internal procedures adopted by the Company.

Obligations or Duties of the Director. 5.3.1 The administratordirector, together with the other members of the Board of Directors, has the following main duties and obligations: a) to draw up and approve, within 30 days from the date of their appointment, the administration component of the administration plan, in view of the achievement of the financial and non-financial performance indicators; b) within 5 days from the approval of the management plan, to convene the general meeting of shareholders, in order to negotiate and approve the financial and non- financial performance indicators resulting from the management plan; c) to negotiate the financial and non-financial performance indicators based on the management plan and the letter of expectations within 45 days from the date of their communication to the public tutelary authority; if upon the expiry of this period, the negotiation is not completed, the time limit can be extended once by a maximum of 30 days, at the request of either Party. In the event of the failure of the negotiations of the two rounds, the Director, together with the other members, shall be revoked, without being entitled to the payment of damages. d) within 90 days from the date of appointment, together with the other members of the Board of Directors, shall adopt a code of ethics, which is published, by the care of the chairman of the Board of Directors, on the website of the Company and is revised annually, as the case may be, subject to the opinion of the internal auditor, being republished on May 31 of the current year; e) to determine set the main business and development directions of Society; bf) to determine the accounting policies and the financial control system, as well as to approve the financial planning; cg) to delegate the management of the Company to one or more executive officers selected according to the provisions of the Government Emergency Ordinance no. 109/2011, and to name a general director, to revoke the executive officers and the general director, and to set their remuneration at the recommendation of the nomination and remuneration committee; the executive officers and the general director can be appointed from among the directors who become executive officers, or from outside the Board of Directors; dh) to oversee and assess the work of the general director and the executive officers under mandate contracts, both in terms of how the contract is performed, as well as regarding compliance and implementation of the management component from the administration plan; ei) to prepare the annual report, organization of the general meeting of shareholders and implementation of its resolutions; fj) to file for opening of the insolvency proceedings, according to the law; gk) to establish in the Board of Directors a Nomination and Remuneration Committee and an Audit Committee and other committees, according to the legal provisions in force; l) to approve and comply with the Organization and Functioning Regulations of the Board of Directors; m) to set the duties delegated to the executive management of the Company, meaning to the general director General Director and the others executive officers holding management powers for the purposes of Law 31/1990, in order to steer the Company's operations; h; n) to approve execution of any operations/contracts/agreements which they have not delegated powers for to the general director and the executive officers, subject to the limits set out under the Articles of Incorporation; i) to prepare an annual report concerning the Company's business, in compliance with the provisions Article 56 of the Government Emergency Ordinance no. 109/2011, as subsequently amended and supplemented; j) to call or, as the case may be, to clear the calling of the general meeting of shareholders, to organize the general meetings of shareholders, to participate in the general meeting of shareholders, and to implement the resolutions of the general meetings of shareholders, to inform all shareholders about any act or event liable to have a significant impact on the company's situation; k) to submit annually to the General Meeting of the Company's Shareholders, during the term set out under the relevant legislation, the report on the Company's business, the balance sheet and the income statement for that year, to make recommendations of profit allotment, and to approve the draft Company's income and expenditure budget for the current year; l) to perform annual appraisals of the general director and the executive officer, which appraisal concerns both performance of their respective mandate contracts and the management component of the administration plan; the appraisal report shall be published on the website of the supervisory public authority, on 31 May of the year that follows that for which such appraisal is performed. Any data that, according to the law, is confidential or secret shall be excluded from publication. m) to exercise the powers set for the Board of Directors under the Articles of Incorporation and the applicable legal framework, as well as those delegated thereto by the General Meeting of Shareholders of the Company according to Law of Companies no. 31/1990, as subsequently amended and supplemented; n) to submit half-yearly in the general meeting of shareholders, a report the administration activity, which also includes information about the performance of the directors' mandate contracts, details about the operational activities, the company's financial performance and the company's half-yearly accounting reports; o) to approve the amount of the professional liability insurance concluded for the General Director and the Company's Executive Officers; p) Together with the other members of the Board of Directors, to see that the remuneration policy and criteria for the members of the Board of Directors and the Executive Officers are published on the website of the Company; q) To represent the Company in the relations with the General Director/Executive Officers; r) Together with the other members of the Board of Directors, clears the financial statements of the Company; s) To participate in the General Meetings of the Company's Shareholders; t) To take all the necessary and useful measures for the smooth operation of the Company, having the powers and duties set out under the law and the Articles of Incorporation, as well as those delegated by the General Meeting of Shareholders, save for those reserved to the General Meeting of Shareholders or the General Director/Executive Officers according to the law or the Articles of Incorporation; u) In performance of their duties under this Contract, the Director shall work together with the other members of the Board of Directors, the Company's employees, as well as the external/internal consultants or other members of the Company's management; v) The Director shall perform their tasks at the highest professional standards set for this type of activity and in accordance with the provisions of this Contract. In the exercise of the decision- making powers mandated xxx them, the Director shall act in the interest of the Company; w) To comply with any other prohibition, restriction and limitation imposed under the legal provisions applicable to management offices in public enterprises. 5.3.2 Also, the Director, together with the other members of the Board of Directors, has the following duties and obligations: a) to exercise the mandate with loyalty, prudence and diligence of a good director, in the exclusive interest of the Company; b) to thoroughly prepare the board meetings, dedicating at least 3 business days per month for this purpose, and to participate in the board meetings, as well as in those of the specialty committees; c) to participate in one or more advisory committees established under the board; d) to declare, according to the internal regulations and the legislation in force, any existing conflicts of interest and, in case of conflicts of interest, to abstain from making any decisions in the board/advisory committees/exercise of their powers as executive director; e) to exercise the powers provided in the legislation in force and attached to the status of public enterprise; f) to adopt the policies and control systems falling under the scope of their powers; g) to clear the income and expenditure budget; h) to clear the development strategies and policies of the Company; i) to approve recruitment and potential revocation of the head of the internal audit and to receive from them, whenever asked to do so, reports on the Company's activity; j) to participate in continuous professional development programmes, in order to pursue a smooth activity within the board; k) to check operation of the internal and managerial control system; l) to monitor and manage any potential conflicts of interest occurred in the administration and management bodies; m) any other duties and obligations stipulated under the law and the internal regulations/internal procedures adopted by the Company.