"Barska plovidba" again without quorum for the session

The majority state-owned company "Barska plovidba" yesterday again failed to hold a shareholders' meeting at which a new statute was to be adopted and a new board of directors appointed because it did not have a large majority for this, and thus has not yet fulfilled its obligations under the new Law on Business Companies, for which the deadline expired on June 15.

This was confirmed to "Vijesti" by the executive director of "Barska plovidba". Boris Mihailović and added that, unlike the session held in early June, they managed to ensure the presence of employees who are also shareholders, so they had about two and a half percent more quorum than last month and a majority of 54 percent, but not the required two-thirds of over 66 percent.

That is why, as he stated, they took advantage of the legal opportunity to postpone the session they opened to September 1st.

Due to the overall situation with the Shareholders' Assembly of "Barska Plovidba", Mihailović told the newspaper, they will contact the Government to inform it about yesterday's outcome and request a meeting with the relevant ministries.

"We will inform the Government that we have failed and that under the current law there is a possibility of negative consequences for the company and we will request a meeting to see if there is any interim solution because we are not alone, there are many companies in this situation," he said, emphasizing that they need to know what will happen if a "dark scenario" occurs.

He warned that any potential non-compliance with the statute could lead to major financial problems for the company and the state, and possible blockade of the company, and said that a solution must be found.

To begin with, he said, he will present to the Government the situation in which "Barska plovidba" may find itself in the coming period, especially due to the state guarantee for the repayment of a multi-million-dollar debt to the Chinese Exim Bank.

In "Barska Plovidba", the state has 51,9 percent of the capital, minority shareholders 48,1 percent, and the Government proposed to the Shareholders' Assembly that Boris Mihailović be elected as members of the Board of Directors, Marko Marash, Ljubisa Tadic i Adem Husovic.

At a meeting last month, at which it did not have the required quorum, "Barska plovidba" made a decision to extend the mandate of the existing Board of Directors.

The Law on Business Companies, which was adopted by the Parliament last summer, provides for changes in the current way of managing companies, through a unicameral or bicameral model, in such a way that from among the board of directors in the unicameral model, one of the members of the board of directors will be the executive director and with the possibility that up to three members of the board will be executive directors and four non-executive. In the bicameral model, it is envisaged that there will be no board of directors, but a supervisory body and the institute of the general director from the board of directors.

This year, the government adopted a Memorandum of Understanding that the Ministry of Maritime Affairs, headed by Minister Filip Radulović, signed with the Arab investor "Faminas Investment Group", which states that if this investor buys 22 percent of the shares of "Barska Plovidba" from minority shareholders, "negotiates" will be held on key strategic issues concerning the fate of this majority state-owned company.

The changes to the memorandum came after "Vijesti" published in March that the text of the document stipulated that, among other things, in the event of the purchase of 22 percent of the shares, the investor would have the right to veto key decisions, the ability to nominate the CEO and auditor, a seat on the Board of Directors, as well as the obligation to purchase two ships.