Corporate Governance

In 2007 the Bulgarian Stock Exchange - Sofia AD initiated the adoption of the new Bulgarian Code for Corporate Governance, which covers the basic globally accepted principles for best practices of good corporate governance. The Code is mandatory for companies listed on the Official Segment of Bulgarian Stock Exchange - Sofia AD and for Sopharma AD in particular.

The Board of Directors of Sopharma AD decided to support and adopt all provisions of the National Corporate Governance Code as of November 27, 2007.

The Bulgarian Code for Corporate Governance emphasizes the following recommendations on the websites of public companies:

As a part of a well functioning system for the disclosure of information, the Company should set up and maintain a company website. This website should be operated in accordance with approved policies on the content, scope and regularity of information disclosure. The official information posted on the website should include at minimum:  

• basic commercial and corporate information identifying the company;  
• up-to-date information about the joint-stock structure;  
• company’s by-laws and the adopted policies pertaining to the operations and functioning of the of the company;  
• information about the structure and composition of the managing and supervisory bodies of the company as well as basic information about their members, including information about any committees;  
• financial reports covering at least the previous 3 years;  
• materials for upcoming General Shareholders Meeting as well as any additional materials which have been submitted in compliance with the law. information about the resolutions of the General Shareholder Meetings of the last 3 years as a minimum, including information about the dividends distributed by the company within that period;  
• information about external auditors;  
• information about up-coming corporate events;  
• information about the shares issued and other financial instruments;  
• any information that is material to the company's activities;  
• information about shareholders’ rights, including sufficient information on the shareholders’ right to request the inclusion of matters and to propose resolutions on matters already included in the agenda of the general meeting under the provisions of Art. 223 (a) of the Commerce Act;  
• contact details of company’s Investor Relations Director.  

The Bulgarian Code for Corporate Governance has been created following the principles “follow or explain”, i.e. public companies that support it are obligated to explain whether they have followed all principles and if they haven’t, why is that so. The Board of Directors believes that the adoption and application of the good corporate governance practices will lead to a balanced interaction between shareholders, management and interested parties.

The full text of the National Corporate Governance Code can be found on the internet site of the Bulgarian Stock Exchange – Sofia.

On 3 September 2009 Mr. Ognian Donev, Executive Director of Sopharma AD, was elected member of the newly established Bulgarian National Committee on Corporate Governance. It was established under the auspices of the Financial Supervision Commission and the Bulgarian Stock Exchange, with support from the World Bank and the International Finance Corporation (IFC) and aims to continually monitor compliance by companies of the National Code of Corporate Governance. The Commission will also propose changes to the relevant legislation in the Code itself.

The commission is the successor of the Working Group on Corporate Governance - author of the National Code of Corporate Governance. The institutionalization of the Task Force is also the result of a recommendation made by the World Bank at ROSC II.

In 2014 the commission was registered as a legal non-profit entity.