PRINCIPIILE DE GUVERNANTA SI STRUCTURA ADMINISTRATIEI INTREPRINDERILOR DE STAT IN URMA O.U.G. NR. 109/2011
GOVERNANCE PRINCIPLES AND ADMINISTRATIVE STRUCTURE OF STATE-OWNED ENTERPRISES FROM GEO NO. 109/2011

Summary/Abstract: After over 20 years of precarious legal status of state-owned enterprises and considering the financial crisis, the Government Emergency Ordinance No. 109 of December 2011 took a step forward in separating state-owned companies governance, from political government. This paper critically describes the corporate governance principles as they result from the late 2011 reform, namely the principle of non-interference of government in ordinary activities of steate-owned enterprises, the principle of effective control of the tutelary authority on the enterprise`s own administration and the principle of separating management and contro within the enterprise`s management function. Principles are taken from OECD guidelines (2005) and the governance mechanisms of general company law, leading to a structure similar to the common company law, despite the fact that the choice between a unitary and dual system is limited, the independence of board members has a different meaning from private companies, and accounting law creates confusion in terms of the audit committee and the statutory audit.

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