Considering the convening of the meeting of 28.02.2019 in which the revocation of a member of the Board of Directors and the appointment of another member is considered, I consider that it is necessary to bring to your attention some negative aspects of the activity of Mr. Remus VULPESCU, which meets the double quality within the company ROMAERO SA, respectively the general manager (during December 2016 – present) and the administrator (during July 2016 – present).
1.Failure to apply the restructuring plan, recovery, reorganization of the company, plan approved by decision no. 4 of AGOA / 05.07.2016
The appointment of Mr. Remus Vulpescu in the board of directors of the company was made, mainly, for the implementation of the Restructuring, Recovery, Reorganization Plan of the company, a plan approved by decision no. 4 of the OGMS / 05.07.2016.
Until this date, out of the measures of the RRR Plan approved by OGMS decision on 05.07.2016, only one has been implemented, that of staff redundancy.
Note: Mr. Vulpescu Dumitru Remus was appointed a member of the Board of Directors of ROMAERO in July 2016, later being appointed general manager of the company in the last days of this government, in December 2016, although he did not meet the legal conditions for this position (Law no. 232 / 2016 and GEO No. 109/2011). Dansul also retained the position of administrator, influencing the decisions of the Board of Directors.
2.Misleading the Romanian Civil Aviation Authority
ROMAERO SA presents to the Romanian Civil Aeronautical Authority an organizational chart that was approved by the mentioned forum, starting with 01.02.2018 (through the Presentation Memorandum of the R-POE Production Organization ed. 1). This organization chart has not been submitted to the Board of Directors for approval! During the same period, ROMAERO SA continued to operate based on the organizational chart approved by the board of directors (according to law 31/1990). In other words, the management staff nominated and approved before the Romanian Civil Aeronautical Authority differs from the one nominated and approved by the decision of the company’s board of directors.
This abnormal and confusing situation, deliberately created by Mr. general manager Remus VULPESCU, endangers the company’s authorizations, authorizations without which the production activities, in relation to BOEING Company, AIRBUS and their various subcontractors, cannot be carried out. We must also take into account that such an act can easily fall into the category of criminal liability.
The same dual situation was presented by ROMAERO SA in front of other bodies and institutions of accreditation and control in the aeronautical field, TUV Nord (AS9100 certification) and NADCAP – National Aerospace and Defense Contractors Accreditation Program (certification of chemical processes and heat treatments BOEING Company and its subcontractors).
In case of a voluntary reporting of this situation, to the bodies mentioned above, ROMAERO SA loses, without right of appeal, all the acquired authorizations, some of these authorizations were obtained for the first time by a company located on the territory of ROMANIA (ref. To ROMAERO) .
3.Failure to perform the procedures for evaluating the professional performance of employees for 2017
Regarding the issues revealed in point 2, it should be noted that the general manager did not order the start of the action to evaluate the professional performance of employees for 2017, motivating the fact that “the existing evaluation procedure in the company requires improvements.” Although improvements have been proposed, they have not been accepted by the Director-General, which has created an unprecedented situation that discredits the way in which aircraft maintenance personnel are ensured and controlled, as required by EASA Part 145.A.30 (e). In other words, before the European Aviation Safety Agency, represented by the Romanian Aviation Authority, Romaero cannot prove that the personnel actions are compliant and oriented towards aviation safety.
It is also well known that the evaluation of professional performance is an instrument on the basis of which collective redundancy or promotion measures can be applied (Art. 63 paragraph 2 of the Labor Code). This tool was used recently, in the case of collective redundancies in December 2016. Without this tool it can be said that the company applies an unfair system of rewards and sanctions, leaving to the discretion and subjectivity of the CEO who deserves to be promoted and who should be removed from society.
4.Poor financial results generated by the company’s production activity
The value of production from the manufacture of aerostructures decreased from € 6.7 million in 2016 to € 4.1 million in 2017. Value production, in the area of manufacturing components and aerostructures, decreased by 40% in the first year mandate of Mr. Vulpescu Remus.
The causes of this dramatic decline are as follows:
Reduction of orders from traditional customers, SABCA and BOEING. This was generated by the general disinterest shown by the executive management in the relationship with the current clients. An obvious example in the sense of what I said, is the success rate (0%) of the offers placed to various clients. The current executive has not succeeded, I am convinced that it has not even set out to expand contracts or gain new clients, although the presence at various trade fairs (eg Le Bourget, Singapore, Farnborough) has been as numerous as possible. lack of professionalism. ROMAERO had the largest presence at these trade fairs, fairs that should have brought concrete results (contracts with traditional and new partners). Unfortunately, there were only “methods of rewarding” the loyalty of certain employees, usually employees without functions and responsibilities, as a consequence without any experience in participating in this type of event. Everything I say can be verified, at least in the case of the fair in Singapore (from February 2018), where 5 people participated.
Destroying the trust of current customers by chaotically allocating financial resources for reproduction (material insurance) and maintenance of equipment.
Here are two well-known examples, but I can list a few pages. The first refers to the delay of “only 7 months” in the delivery of P2F (passenger to freighter conversion) modification kits for Singapore Technology Aerospace. The second example refers to the loss of a very important potential customer – Lockheed Martin, by the actual factory expulsion of the subsidiary PZL Mielec. The works that PZL Mielec wanted to carry out in Romaero had also been carried out by Romaero between 2004 and 2009, being the only company specialized in making this type of parts, parts that are installed on B737 models for “passenger to freighter” conversion.
Below I attach a comparative graphical analysis of the financial results obtained from the aerostructures manufacturing activity, in 2016 and 2017:
PRODUCTION ACHIEVEMENTS AEROSTRUCTURES DIVISION (A / S) 2016Vs2017
In support of my assertions, I am attaching page 27 of the “Explanatory Notes for 2017” on the ROMAERO website. We circled the value of Romaero’s exports in 2016 and 2017 and you can see a decrease close to the one I reported at the beginning of 2018, before the publication of the “Financial Statements for 2017”.
The clients of the Aerostructures Division (A / S) are exclusively external clients, so all the production is capitalized on export.
The clients of the Aircraft Repair Maintenance Division (DIRA) are mostly internal clients (MApN-through various beneficiaries, Blue Air and others).
5. Unjustified increase in the company’s expenses by:
– More than 200 people were employed, under the mandate of Mr. Vulpescu, in the conditions in which the production of components and aerostructures decreased by 40%, in a single year of mandate; It is worth mentioning that most of the new employees are TESA, and the salaries granted are significantly higher than the salaries granted to the old employees of the company; It should also be emphasized that newly hired people do not have the necessary skills and experience to fill positions. These employments are illegal by reference to the Restructuring, Recovery, Reorganization Plan of the company, plan approved by decision no. 4 of the OGMS / 05.07.2016
– Countless salary increases and bonuses were granted, without substantiation and justification. These increases granted on a discretionary basis, often without the consent / approval of the directly responsible bosses (ex: R. Voicu-chief engineer; A. Magureanu – head of department, etc.) have created a general state of dissatisfaction at the company level, generating an increase of the wage fund (and implicitly of the debts to the state budget), an increase which was not based on productivity, but on maintaining the “state of peace” among the labor force, especially the workers.
Expenses with different acquisitions:
– 200 computers and monitors (second hand) without substantiation or real need within the company. In addition, they exceed, as technical characteristics, the use for the main activity of the company – design in 3D systems.
– SEGWAY travel units, bicycles and other devices whose necessity cannot be demonstrated by a person responsible for the rational spending of the company’s resources;
-Automobile – 4 Mitsubishi L200 and 6 Dacia Dokker. Given that the transport activity, goods and / or people, is not part of the core business of the company (“core business”), today, most companies outsource this type of activity in order to reduce costs;
Executive Master Business Administration (EMBA) courses conducted with TIFFIN University, through the “Ioan Mihailescu” Foundation. The total costs are € 170,000, of which an initial installment of € 32,500 was paid. These courses cannot be justified in the company’s approved BVC.
-Mister. The general manager selected, without making the selection process transparent and implicitly the criteria that formed the basis of the selection, 10 employees who will carry out these EMBA courses in the next 2 years. Why a company with such a complicated financial situation allows itself to take EMBA courses, given that these courses are not necessary for the company, they can not be justified (proof that they were not even mentioned in the approved BVC), are questions to which those responsible must answer without delay.
6.Lack of performance of ROMAERO in relation to the Ministry of National Defense
According to the contract A-12755 / 23.12.2016, the Antonov AN-26 s / n 810 plane had to be completed in December 2017. The beneficiary, UM 01961 Otopeni, requests the emergency completion of the plane.
The delay is 12 months – conf. The contract and the successive additional documents, in fact, the delay is 18 months if we look at the activity in terms of the obligations that ROMAERO has as a supplier in the defense industry, where the capital repair of AN26 / A30 aircraft is considered to take place in 150 days. . This term of 150 days was audited at the level of the Prefecture of Bucharest in 2013, ROMAERO demonstrating its capability in this regard. The 150-day term is a known / reported term up to the C.S.A.T. At the time of the audit, the Ministry of Economy (at that time) was represented by the Deputy Director General of the Defense Department, Mrs. Ruxandra Anghel.
When I said 18 months late, I had in mind the date of arrival of the aircraft + the 150 days when ROMAERO would have had the obligation to return the aircraft to service.
In addition to the above, I would like to add that, despite these delays, ROMAERO is showing managerial incapacity by postponing the completion date of the repair of the Antonov AN-26 s / n 810 aircraft for mid-2019. This is unprecedented in history. the company as a service provider in the defense industry.
I emphasize that the capital repair of AN-26 / AN-30 is a “core activity” (according to art. 10 of the Government Emergency Ordinance no. 95/2002 on the defense industry) for ROMAERO, the company receiving monthly funds to cover expenses with the salaries of the specialists involved, in order to keep the abilities / capacities in the field.
7.Lawsuits and litigations, generated by the abusive measures of the general manager in relation to certain employees – the obligation of ROMAERO SA to pay updated outstanding salaries, interests and moral damages
Numerous lawsuits are currently underway, in which employees of the company are claiming their rights in court, some of them obtaining final favorable decisions, both on the merits and on appeal. As a result of these lawsuits, some of the complainant employees received sums of money in respect of non-pecuniary damage:
File no. 46799/3/2017 which was pending before the Bucharest Tribunal by which the request for summons was admitted, as specified. It was ordered the annulment of the decision no. 347 / S.R.U.S. / 10.11.2017, of the decision no. 350 / S.R.U.S. / 10.11.2017 as well as the annulment of decision no. 381 / S.R.U.S. / 28.11.2017. Obliged ROMAERO SA to pay:
– the amounts representing the equivalent value of the stress increase, retained for the period March – September 2017, the amounts to be updated with the inflation index on the date of the actual payment, of the legal interest calculated in relation to the amounts withheld, representing the value of the stress increase for the period March – September 2017, the legal interest will be calculated from the date of withholding the value of the increase, until the date of actual payment, starting with October 2017, of the 20% stress increase provided in the individual employment contract of the plaintiff, as amended by the Additional Act no.9 / 02.09.2015, the remaining amounts will be updated with inflation index at the date of actual payment of legal interest calculated in relation to the amount of the remaining stress increase starting with October 2017, the legal interest will be calculated from the date of the monthly maturity of the obligation to pay the value of the stress increase, starting with October 2017, at day until the date of actual payment
of the amount of 5000 lei as moral damagesobf court costs in the amount of 2317.30 lei representing the lawyer’s fee.
File no. 3924/93/2017 which was pending before the Ilfov Tribunal in which the annulment of Decisions no. 346 / 10.11.2017, no. 349 / 10.11.2017 and no. 380 / 28.11.2017. Obliged ROMAERO SA to pay unallocated salary entitlements representing the increase of stress in the amount of 15% to the basic salary, starting with March 2017 and until now, rights updated with the inflation index, such as the related legal interest from the moment these rights are retained until the date of actual payment granting the applicant a 15% stress increase for the future the amount of 5,000 lei as moral damages the amount of 2370.13 lei as court costs.
File no. 9408/3/2018 which was pending before the Bucharest Tribunal in which the annulment of the disposition no. 17 / BO from 15.02.2018. He ordered the company to pay: the systematic work increase over the normal work schedule and the stress increase related to the period February – April 2018, updated with the inflation index and with the application of the legal interest from the due date until the actual payment of the amount of 10,000 lei, as moral damages. Of the amount of 3331.67 lei court costs.
File no. 46809/3/2017 which was pending before the Bucharest Tribunal by which the annulment of decisions 347 / S.R.U.S. / 10.11.2017, no. 350 / S.R.U.S. / 10.11.2017 no. 381 / S.R.U.S. / 28.11.2017 and Romaero SA was obliged to pay: of the amounts related to the increase for systematic work over the normal work schedule, calculated for the period March – June 2017, updated with the inflation index at the date of the actual payment of the amounts related to the stress increase, calculated for the period March – June 2017, updated with the inflation index at the date of the actual payment.
Obliges the respondent to pay to the appellant the damages representing the legal penalty interest for the late payment of the amounts related to the above bonuses, calculated starting with 12.12.2017 the amount of 10,000 lei as moral damages.
Other examples of abusive measures:
8.1. Restrict the right of the psychologist of the company to carry out his activity legally and who, in addition to psychologists with similar competencies, is prepared and approved for the aeronautical field, to exercise his duties according to his job description: the general manager ordered that the psychologist the company should no longer perform psychological examinations at employment or periodically for the company’s employees or for future employees, without any justification. The exams took place in the company’s laboratory, which is accredited by the professional organization of psychologists in Romania. Instead, although he pays an employee as a psychologist, he also hired the services of a company, Romgermed, which practically mediates psychological services, which is against the law.
8.2. Isolation of certain employees, restriction of the right to exercise their duties, in order to create a feeling of uselessness, in order to determine their resignation. See the situation of the head of contracts, marketing (Oana RahimPour); the collective head of design s.d.v.g. (Tudor Constantine); head of mechanical processing department (Aurel Magureanu) etc….
8.3. Intimidating behavior encouraged by the general manager and exercised by his loyal subordinates (George Dinu, Silviu Grecu, etc.) against older employees in the company, in order to facilitate their removal, by determining early retirement or resignation (request the situation of early retirees and of resignations from 2016-present). In place of the qualified personnel mentioned above, the Director General facilitated the employment of a large number of people without relevant qualification and experience in the aeronautical field. This is the case of those who came from VULCAN, ROTEC Buzau (Mr. Eftime Bogdan, former director of ROTEC and VULCAN, after his employment in ROMAERO, all available staff with professional experience “brand” VULCAN and ROTEC was hired) etc.
9.Inspections of the control body of the Minister of Economy
Between December 2017 and August 2018, 3 inspection missions of the control body of the Minister of Economy took place.
Following the Inspection Report 90.365 / 24.04.2018 and approved by the Minister of Economy, it was decided to send to the Prosecutor’s Office attached to the District 1 Court – Bucharest all the documents susceptible to incident with articles from the criminal code.
Note: An extensive inspection of the Prime Minister’s control body is currently underway on issues that I have also reported to the board of directors of Romaero S.A. repeatedly.
10.Criminal files generated by the deeds of the company’s management
Ongoing investigation, in the case of criminal case 4862 / P / 2018 at the Prosecutor’s Office attached to the District 1 Court – Bucharest.
The investigation started following the notifications of the Ministry of Economy regarding the hiring of personnel in order to obtain undue material benefits (see point 9), having as facts the crimes of abuse of office, documents under private signature and the use of forgery.
There is also another criminal case at the Prosecutor’s Office attached to the District 1 Court, which is investigating facts of intellectual forgery in a continuous form and the failure to notify the judicial bodies.
Criminal case no. 1055 / P / 2021 – misleading of the Romanian Civil Aeronautical Authority
DNA criminal file no. 527 / P / 2020 – aspects regarding the development of investments financed from public money, in the period 2019 ÷ 2020, money allocated in accordance with the provisions of law no. 232/2016.
11.The obsessive orientation of the general manager Remus Vulpescu, towards the capitalization of the company’s assets.
Mr.’s attitude. Vulpescu Remus determines us to appreciate that it aims to destabilize the company by:
1) Capitalization of assets through direct sale, using a subsidiary established for this purpose (ROMAERO Development) – you can consult the documents of the EGMS meeting of 24.04.2017 (agenda and decisions);
2) Capitalization of assets by payment – you can consult the documents of the EGMS meeting of 13 / 14.12.2018), especially the list of assets proposed for payment, which includes assets in which more than half of the production activities of the company.
Both attempts were stopped by the Ministry of Economy, the latter being stopped on 12/14/2018, following the intention to misinform the company’s shareholders, by including in the list of assets proposed for payment, including the land on which the hangars were intended. production of components and aerostructures. This failed attempt at misinformation is a direct attack on state security, given the core activities (According to Article 10 of Government Emergency Ordinance No. 95/2002 on the defense industry) that take place in hangars on the lists of donations. in payment. The role of the Director-General on this payment was to propose and justify this procedure. Or, neither in the proposal nor in the justification, nothing was mentioned regarding the importance of the goods proposed to be given in payment, moreover, these goods were not even clearly identified. On the public documents, reference was made only to some cadastral numbers, without specifying anything regarding the goods that are registered under these cadastral numbers.
I consider that the aspects I have pointed out to you are important for the company Romaero SA, following that you as persons responsible for the fate of the company, after a careful analysis, to take the necessary measures to protect the interests of the company and avoid production. of other damages for this.