Governance principles and administration structure of the state-owned enterprises, according to the Government Emergency Ordinance no. 109/2011 concerning the corporate governance of state-owned enterprises

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.