Farmaceutica Remedia : Status of the compliance to the provisions of the new BVB Corporate Governance Code as of 31 December 2015

6fd41640-4be4-4317-ab3b-234960201724.pdf

Farmaceutica REMEDIA S.A.

c t t d. to CNVM Statute No 1/ 2006

Report date:	7.01.2016
Name of issuer:	Fannaceutica REMEDIA SA
Registered omce:	Deva, 43 Dorobantilor St.
Tel/ fax no:	0254 22 32 60 I 0254 22 61 97
ORC no:	21 15198
Trade Registry no:	120 1700 / 1991
Subscribed and paid-in capital:	RON 10,608,980
Regulated market:	Buch arest Stock Exchan ge, Standard Category

Important events to report: Dear investors,

We inform you that starting with 4th of January 2016 entered into force the new BVB Corporate Governance Code (Code) . Farmaceutica REMEDIA S.A. subscribes to the principles of the Code and will continue the outmost to fully comply.

Please find annexed the pt report related to the BVB Corporate Governance Code 2016 provisions to comply with.

Thank you for your trust.

CHAIRMAN OF THE BJ}AR D OF ADMINISTRATORS

::?rb

General Director

Robert-MihES:..V V

Farmaceutica REMEOIA S.A.

Status of the compliance to the provisions of the new BVB Corporate Governance Code as of 31 December 2015

Governance Code provisions	Compliance	Does not comply or partially complies	Explanation of non-conformity and envisaged measures
A.1 All companies should have internal regulation of the Board which includes terms of reference/responsibi lities for Board and key management functions of the company, applying , among others, the General Principles of Section A	YES
A.2 Provisions for the management of conflict of interest should be included in Board regulation. In any event, members of the Board should notify the Board of any conflicts of interest which have arisen or may arise, and should refrain from taking part in the discussion (including by not being present where this does not render the meeting non- quorate) and from voting on the adoption of a resolution on the issue which Qives rise to such conflict of interest.	YES
A.3 The Board of Directors or the Supervisory Board should have at least five members.	NO	The Board of Administrators of Farmaceutica REMEDIA S.A. has 3 members with a mandat up to 30.04.2017. Further to the provisions of the Law 95/2006 as republished in 2015, art 800 (2), which imposed the separation of the wholesales activities from the retail ones, as well as the Decision of EGMS of Farmaceutica REMEDIA SA as of 9.12.2014 to transfer the wholesales activities to Farmaceutica REMEDIA Distribution&Logistics SRL (legal entity 100% owned by Farmaceutica REMEDIA SA), the society Farmaceutica REMEDIA SA faces with a substantial reorganization of the activity Consequently, the Board of Administrators will consider the completion of the numbers of the members to five upon the next elections as of 2016-2017.

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Governance Code provisions	Compliance	Does not comply or partially complies	Explanation of non-conformity and envisaged measures
elections as of 2016-2017.
A.4 The majority of the members of the Board of Directors should be non-executive. At least one member of the Board of Directors or Supervisory Board should be independent, in the case of Standard Tier companies. Not less than two non-executive members of the Board of Directors or Supervisory Board should be independent, in the case of Premium Tier Companies . Each member of the Board of Directors or Supervisory Board, as the case may be, should submit a declaration that he/she is independent at the moment of his/her nomination for election or re-election as well as when any change in his/her status arises, by demonstrating the ground on which he/she is considered independent in character and judqement.	YES
A.5 A Board member's other relatively permanent professional commitments and engagements, including executive and non- executive Board positions in companies and not-for-profit institutions, should be disclosed to shareholders and to potential investors before appointment and durina his/her mandate.	YES
A.6 Any member of the Board should submit to the Board, information on any relationship with a shareholder who holds directly or indirectly, shares representing more than 5% of all voting rights. This obligation concerns any kind of relationship which may affect the position of the member on issues decided by the Board.	YES
A. 7 The company should appoint a Board secretary responsible for supporting the work of the Board.	NO	The Board manages the documents/activities by the support of the specialized department of secretariat and investor relation of the society, which assures the logistic support for the organization and running of the Board meetings. The Board will re-examine the provision A7 to comply with in 2016.
A .8 The corporate governance statement should inform on whether an evaluation of the Board has taken place under the leadership of the chairman or the nomination committee and, if i t	Partially complies	The members of the Board are annually evaluated in conformity with the key performance indicators as defined in the internal politics and in their mandate contracts. The annual report of the

Governance Code provisions	Compliance	Does not comply or partially complies	Explanation of non-conformity and envisaged measures
has, summarize key action points and changes resulting from it. The company should have a policy/guidance regarding the evaluation of the Board containing the purpose, criteria and frequency of the evaluation process.	Board includes information related to the remuneration policy and its implementation published on the web page of the society. The Board will re-examine the provisions A8 in 2016, mainly as regards the policy/guidance referring to the Board evaluation.
A.9 The corporate governance statement should contain information on the number of meetings of the Board and the committees during the past year, attendance by directors (in person and in absentia) and a report of the Board and committees on their activities.		YES
A.10 The corporate governance statement should contain information on the precise number of the independent members of the Board of Directors or of the Supervisory Board.	YES
A.11 The Board of Premium Tier companies should set up a nomination committee formed of non-executives, which will lead the process for Board appointments and make recommendations to the Board. The majority of the members of the nomination committee should be independent.	YES	The society is STANDARD category and set up a nomination committee with majority of members formed of non-executives and one independent member.
B.1The Board should set up an audit committee, and at least one member should be an independent non-executive. The majority of members, including the chairman, should have proven an adequate qualification relevant to the functions and responsibilities of the committee .At least one member of the audit committee should have proven and adequate auditing or internal control system and the corporate governance practices.	Partially complies	The board set up an audit committee of two members, out of which one is an independent non-executive. The Board considers the completion of the audit committee with a member who should prove and adequate auditing or internal control system and the corporate governance practices upon the next elections as of 2016 -2017, please see the explanation under the provision A3 above.
B.2 The audit committee should be chaired by an independent non-executive member.	YES
8.3 Among its responsibilities, the audit committee should undertake an annual assessment of the system of internal control.	YES
B. The assessment should consider the effectiveness and scope of the internal audit function,the adequacy of risk management and internal control reports to the audit committee of the Board, management's responsiveness and effectiveness in dealinq with	YES