Rompetrol Rafinare : Current report - status of compliance with the new Bucharest Stock Exchange Corporate Governance Code

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Member

ROMPETROL RAFINARE S.A. phOne: + (40) 241 50 60 00

+ (40) 241 50 61 50

Bulsvordul tavodori.'nr. 215 fox:+ (40) 241 50 cf:} JO

Povlhon Adrnini troti·. otticerotlnareiorr,petrol.com f J-:i· cdorl. Judetul Constanta. www.rompelrol raflnare.ro

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To: FINANCIAL SUPERVISORY AUTHORITY BUCHAREST STOCK EXCHANGE

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Current report submitted in compliance with the National Securities Commission no. 1/2006

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Report date: January 261

2016

ROMPETROL RAFINARE S.A.

Registered Seat: Navodari, 215 Navodari Blvd. (Admi nistrative Facility), Constanta County Telephone number: 0241/506100

Fax number: 0241/506930; 506901

Number of registration with the Trade Registry: J 13/534/ 1991 Sole Registration Code: 1860712

Subscribed and paid-up capital: 4.410.920.572,60 lei

Regulated market on which the securities are traded: BUCHAREST Stock Exchange (market symbol RRC)

Significant event to report: Status of compliance with the new Corporate Governance Code of Bucharest Stock Exchange

Considering the new Corporate Governance Code of Bucharest Stock Exchange (hereinafter referred to as

the "Code") enacted in September 2015 and applicable as of January 41

2016 to all the companies admitted

for trading on the regulated market, Rompetrol Rafinare S.A. has analyzed the status of the company's compliance with the provisions of the new Code, such status on 31.12.2015 being presented in the Appendix enclosed hereto.

ROMPETROL RAFINARE S.A.

Member of the Board of Directors and General Manager

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Mr. Yedil Utekov /;· $' "

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ROMPETROL RAFINARE S.A.

Bul&vordulNovodorl. nr 215.

Pavilion Adm nlstratlv. Novodorl. Judetul Constanta.

ROMANIA

phone·+ (40) 24150 60 00

+ (40) 241 50 61 50

fox + (40) 241 50 69 30

office [e-mail] www.rompetrol raflnare.ro www.rompetrol.com

Appendix

Status of compliance of the new BSE Governance Corporative Code As of December 31th, 2015

Governance Corporative Code	Compliance	Not compliance or partial compliance	Reason for the non-compliance
A.I. All companies should have internal regulation of the Board which includes terms of reference/responsibilities for Board and key management functions of the company, applying, among others, the General Principles of Section A.	Partial compliance	The terms of reference I Board's responsibilities and key functions of the company management are also included in the company's Articles of Association. This requirement will be analyzed in the Board meetings in 2016.
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 nonquorate) and from voting on the adoption of a resolution on the issue which gives rise to such conflict of interest.	Partial compliance	The Articles of Association do not contain any provisions concerning the management of conflicts of interest. However, the recommendation of the Corporate Governance Code is complied with.
A.3.The Board of Directors should have at least five members.	YES
A.4. The majority of the members of the Board should be non-executive. Not less than two non-executive members of the Board of Directors should be independent, in the case of Premium Tier Companies. Each member of the Board 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 judgment.	Partial compliance	Most of the Board members are non-executive directors. Currently, there are no independent directors. This requirement will be analyzed at Board level.

1 Trade Registry No J 13/534/1991

Fiscolldentlflcotlon No. ROl 660712

IBAN R022BACXOOOOOOOD305003 l O

UniCredit Tirloc Bonk - Constanta

O rompetrol

KozMunayGas Group Member

ROMPETROL RAFINARE S.A.

Bulevordul Novodarl. nr. 215. PovUlon Admlnlstrotlv. Novodorl. Judetul Constanta.

ROMANIA

phone: +(40) 241 50 6000

+ (40) 241 50 61 50

fox: + (40) 241 50 69 30

otflce.rallnore@rompetrol .com www.rompell'ol-rallnore.ro www.rompe rot.com

A.S. A Board member's other relatively permanent professional commitments and engagements, including executive and nonexecutive Board positions in companies and not-for-profit institutions, should be disclosed to shareholders and to potential investors before appointment and during 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.	NOT	The requirement will be implemented in 2016.
A.7. The company should appoint a Board secretary responsible for supporting the work of the Board.	YES
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 it 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.	NOT	The company will develop a policy I guidance concerning the Board's evaluation and including the purpose, criteria and frequency of the evaluation process.
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.IO. The corporate governance statement should contain information on the precise number of the independent members of the Board of Directors.	NOT	The requirement will be complied with when the annual statement for 2015 is prepared.
A.11.The Board of Premium Tier companies should set up a nomination committee formed of nonexecutives, 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.	NIA	The company is included in the Standard Category .

1. Trade Registry No: J 13/534/1991

   FiScol ldentltlcotlon No R01860712

   IBAN: R022BACXOOOOOCXXJ3050031 0

   UniCredit Tirloc Bonk - Constanta

   
   

   O rompetrol

   KazMunayGas Group Member

   ROMPETROL RAFINARE S.A.

   Bulevardul Novodarl. nr. 215, Pavilion Admlnlstratlv. Navodarl, Judetul Constanta.

   ROMANIA

   phone: + (40) 241 50 60 00

   + (40) 241 50 61 50

   fax: + (40) 241 50 69 30

   [e-mail] www.rompetrol-rallnare.ro www.rompelrol com

   
   

   B.1. The Board should set up an audit committee, and at least one member should be an independent nonexecutive. In the case of Premium Tier companies, the audit committee should be composed of at least three members and the majority of the audit committee should be independent.	NOT	Currently, the company does not have an audit committee. Considering that the organization at KMG International Group level also implies the existence of operational support functions with various responsibilities, the creation of consulting committees (such as audit, appointment, remuneration committees etc) at entity level was not necessary. The relation between the company and the functions at KMG International Group level is regulated by a service agreement. If the conditions are met and the need arises, the committee will be created.
   B.2. The audit committee should be chaired by an independent nonexecutive member.	NOT	See the explanation at B. I .
   B.3. Among its responsibilities, the audit committee should undertake an annual assessment of the svstem of internal control.	NOT	See the explanation at B.1.
   B.4. 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 dealing with identified internal control failinJ?:s or weaknesses and their submission of relevant reports to the Board.	NOT	See the explanation at B. l.
   B.5. The audit committee should review conflicts of interests in transactions of the comoanv and its subsidiaries with related parties.	NOT	See the explanation at B.1.
   B.6. The audit committee should evaluate the efficiency of the internal control system and risk manaJ?:ement system.	NOT	See the explanation at B. I .
   B.7. The audit committee should monitor the application of statutory and generally accepted standards of internal auditing. The audit committee should receive and evaluate the reoorts of the internal audit team.	NOT	See the explanation at B. I .
   B.8. Whenever the Code mentions reviews or analysis to be exercised by the Audit Committee, these should be followed by periodical (at least annual), or ad-hoc reports to be submitted to the Board afterwards.	NOT	See the explanation at B. J .
   B.9. No shareholder may be given und ue preference over other shareholders with regard to transactions and agreements made by the company with shareholders and their related parties.	YES

2. Trade Registry No. J 13/534/1991

Fiscal ldentl lcatiOn No R01860712

IBAN R022BACXOOOC000030500310

UniCredit Tilfac Bank - Constanta