The newly formed Board of Directors of ZU Pharmacy of Montenegro "Montefarm" announced that the management of that institution headed by director Goran Marinović is obstructing their work.
"Since the appointment, the Board of Directors of Montefarm has faced obstructions from the institution's management, both in the process of its formation and in the initial work of this body. Namely, the management of Montefarm, headed by director Goran Marinović, immediately after the Government of Montenegro, 2 . on February, made a decision on the election of the members of the Board of Directors, tried to prevent the constitution and work of the Board in full capacity, which the Ministry of Health of Montenegro was also aware of. This is also confirmed by the letter sent by Director Marinović, informing us that he does not recognize the new Board of Directors, as well as its work, and therefore also the decision of the Government of Montenegro on the selection, which was also published in the Official Gazette of Montenegro," reads the announcement of the Board of Directors of "Montefarm".
They point out that the decisions on the appointment of new members of the Board of Directors arrived at the address of "Montefarma", but that they "magically ended up in the director's office".
"So until today, the rest of the Management Board has not been able to reach them. Second, the director's approach to interfere in the work of the Board of Directors, keeping documents that are under the exclusive authority of the Board of Directors, represents a violation of the Statute of our institution, which otherwise implies complete separation and independence of the Board of Directors on the one hand and the director on the other, with a clear hierarchy".
The Board of Directors of Montefarm announced that after the difficulties we encountered before and during the meeting of the Board of Directors in the new composition, which was finally held in the Health Institution of the Pharmacy of Montenegro "Montefarm", they were informed of the facts and problems from the last session of the previous one. convenes the Board of Directors.
"First of all, by the three members of the Board of Directors from the previous convocation, as well as by the remaining members who are still part of the Board of Directors (which at that moment constituted the majority in the Board of Directors), we were formally informed in writing of the details from the last session of the previous convocation of the Board of Directors, as well as with irregularities and inaccuracies related to the aforementioned session. After the confirmation of the majority of members from the previous convocation, as well as the submission of documents related to the same, it was concluded that the minutes as well as the decisions stated in the minutes do not correspond to the truth and facts, and it was not adopted, and all decisions were rendered void, given that the course of the session, as well as most of the decisions, were disputed and were not made in full compliance with the rules of procedure of the Board of Directors of our institution. of the new convocation, which was held on March 19, and justification and additional data were requested for most decisions in order to make decisions in the best interest of our institution".
The Board of Directors also points out that the decision on the bonus to Marinović, which was mentioned in the minutes, and which was considered under the Miscellaneous item at the disputed meeting, although it was not on the initial agenda, did not have the support of the majority of the members of the Board of Directors of the previous convocation, but only the support of three member. They add that this is not enough for the said Decision to have legal validity.
"Also, it is important to point out that we as the Board of Directors determined that the director himself paid or was paid a bonus of 20.000 euros on February 26, 2024, based on the decision signed by the former chairman of the Board of Directors, although, as stated, it was not supported by the majority of members, nor was it based on the truth nor had legal effect because it was not adopted by the minutes at the next meeting of the Board of Directors. For the above, we as the Board of Directors had clear and unambiguous evidence and the decision was implemented on 26 on February 2024, and the meeting of the Board of Directors at which the draft minutes with all decisions, including the bonus decision, was supposed to be presented was held ten days later on March 07, 2024. Therefore, it is clear that the implementation of the decisions that were part of of the draft minutes, which was not based on the truth and which was therefore not adopted, may bear legal consequences", announced the Board of Directors of Montefarma.
They add that they are in possession of documents on incentives and loans by the directors, which were granted without criteria known to us, as well as legal basis.
"In order to protect the Health Institution of the Pharmacy of Montenegro "Montefarm", as well as the integrity of the members of the Board of Directors, we informed the Ministry of Health about everything, in order to review the actions of the director of this institution, considering the interference in the work of the Board of Directors, outside the legal framework and jurisdiction. In determining the facts and overcoming problems in business and management, the relevant Ministry and other competent institutions will have the full support of the Board of Directors of Montefarm," reads the response of the Board of Directors of Montefarm.
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