Management Board - Of open joint-stock company

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Of open joint-stock company
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bet | 4/28 | Sana | 04.04.2017 | Hajmi | 119,51 Kb. | | #2912 |
Management Board
15.2. The following issues of the management of the current activities of the Company shall be within the competence of the Company's management board:
1) preparing proposals on general guidelines of the activities and development of the Company, investment, credit and financial and price policy;
2) preparing proposals on the main parameters and terms of the issue of securities and on dividend policy;
3) ensuring regular expert examination of the financial and economic activities of the Company;
4) making decisions on the conclusion of transactions connected with acquisition, alienation or possible alienation by the Company, direct or indirect, of the property whose value at the time of the decision accounts for between 10 and 25 percent of the book value of the Company assets with the exception of transactions performed in the course of normal economic activities of the company;
5) preparing proposals on the organizational structure of the Company;
6) making decisions on the signing of the Collective Agreement by the Company and approving the terms thereof.
15.3. The members of the management board shall be appointed by the Board of Directors of the Company. They shall be three in number and shall be appointed for a term of 5 years unless a different term is established by decision of the Board of Directors. The powers of any member of the management board may be terminated by the Board of Directors of the Company.
15.4. The president of the Company shall perform the functions of the chairman of the management board.
15.5. The procedure of the work and making of decisions by the management board shall be determined by an internal document of the Company approved by the General Meeting of Shareholders.
The President of the Company
15.6. All the issues of managing the current activities of the Company except the issues that are within the competence of the General Meeting of Shareholders, the Board of Directors and the management board of the Company shall be within the competence of the President.
The President shall organize implementation of the decisions of the General Meeting of Shareholders, the Board of Directors and the management board of the Company.
The President shall act on behalf of the Company without a power of attorney, represent its interests, approve its staff chart, issue orders and directives that are binding on all the employees of the company.
The President shall effect transactions on behalf of the Company, including independent transactions connected with the acquisition, alienation or possible alienation by the Company, directly or indirectly, of the property whose value accounts for less than 10 percent of the book value of the Company's assets as determined in accordance with the accounting report as of the last reporting date unless a different procedure of effecting such deals is envisaged by the federal law On Joint Stock Companies and these Charter.
Transactions connected with acquisition, alienation or possible alienation by the Company, directly or indirectly, of property whose value accounts for 10 percent or more of the book value of the assets of the Company, with the exception of the transactions effected in the course of normal business activities, as well as any other transactions for which a different procedure is envisaged under the federal law On Joint Stock Companies and these Charter, may be effected by the President provided a prior decision to the effect has been taken by the authorized body of the Company management board.
15.7. The rights and duties, the terms and remuneration of the services of the President of the Company shall be determined by the agreement concluded between the President and the Company. The agreement on behalf of the Company shall be signed by the Chairman of the Board of Directors or the person authorized by the Board of Directors of the Company.
15.8. The President shall be elected by the General Meeting of Shareholders for a term of 5 years unless the General Meeting of Shareholders determines a different term.
16. LIABILITIES OF THE MEMBERS OF THE BOARD OF DIRECTORS AND EXECUTIVE BODIES OF THE COMPANY
16.1. The members of the Board of Directors, the President and members of the Board of the Company, the interim one-person executive body as well as the managing organization or manager in exercising their rights and performing their duties shall act in the interests of the Company, exercise their rights and perform their duties with regard to the Company reasonably and in good faith.
16.2. The members of the Board of Directors, the President and members of the Board of the Company, the temporary one-person executive body as well as managing organization or manager shall be liable to the company for any damage caused to the Company by their culpable actions (inaction) unless different grounds and extent of liability are established under federal laws.
The members of the Board of Directors, members of the Company management board who have voted against the decision that has caused damage to the Company or those who did not take part in the vote, shall not be liable.
16.3. The Company or shareholder (shareholders) who own not less than 1 percent of the ordinary shares of the company shall have the right to sue a member of the Board of Directors, a member of the management board, and the President of the Company for damages caused to the Company in the case stipulated under Section 2, Article 71 of the Federal Law on Joint Stock Companies.
17. AUDITING COMMISSION
17.1. The Auditing Commission shall supervise the financial and economic activities of the Company. The procedure of the activities of the Auditing Commission shall be determined by the internal document of the Company approved by the general meeting of shareholders.
17.2. The Auditing Commission shall consist of three members elected by the General Meeting of Shareholders for the period until the next annual General Meeting of Shareholders.
17.3. The powers of the individual members or the entire body of the Auditing Commission may be terminated by decision of the General Meeting of Shareholders.
17.4. A member of the Auditing Commission may be both a shareholder of the Company or any other person. Members of the Auditing Commission may not simultaneously be members of the Board of Directors of the Company or hold any other office in the governing bodies of the Company.
17.5. The competence of the Auditing Commission shall include:
checking the financial documentation of the Company, accounts, the Commission statements on taking stock of the property, comparison of the said documents with the primary accounting data;
analysis of correct and full keeping of accounts, tax, managerial and statistical records;
analysis of the financial status of the Company, its solvency, liquidity of its assets, the ratio of its equity and borrowed assets, net assets and authorized capital, revealing potential for improving the economic status of the Company and working out recommendations for the management bodies;
checking the timeliness and accuracy of payments to the suppliers of products and services, payments into the budget and off-budget funds, computation and payment of dividends, interest on bonds and redemption of any other obligations;
confirming the authenticity of the data included in the annual reports of the Company, the annual accounting reports, profit and loss reports (profit and loss account), distribution of profits, reporting documentation for tax and statistical bodies and state administration bodies;
verifying the proper authorization of the President in concluding agreements on behalf of the Company;
verifying the validity of the decisions passed by the Board of Directors, the President and the management board of the Company and the compliance thereof with the Company's Charter and decision of the General Meeting of the Shareholders;
review of decisions of the General Meeting of Shareholders for compliance with the law and the Company's Charter.
The Auditing Commission shall have the right to:
demand personal explanation from members of the Board of Directors, members of the management board, the President and employees of the Company, including any officials, on issues within the competence of the Auditing Commission;
raise before the management bodies the issue of liability of the Company employees, including officials, in the event they violate the Charter, the statutes, rules and instructions adopted by the Company;
sign contracts for the services of specialists who are not on the staff o the Company.
17.6. The financial and economic activities of the Company shall be checked (reviewed) from the results of the Company activities during the year or at any time at the initiative of the Auditing Commission of the Company, by decision of the General Meeting of Shareholders, the Board of Directors of the Company or at the request of the shareholder (shareholders) who own a total of not less than 10 percent of the Company's voting shares.
17.7. At the request of the Auditing Commission the persons holding office in the Company's management bodies shall submit documents on the financial and economic activities of the Company.
Such documents shall be submitted within 10 days after the filing of a written request.
17.8. The Auditing Commission shall have the right to call an extraordinary General Meeting of Shareholders under the procedure stipulated under Article 55 of the Federal Law on Joint Stock Companies and the Charter of the Company.
17.9. The Auditing Commission shall have the right to call a meeting of the Board of Directors. The Chairman of the Board of Directors shall have no right to turn down the request of the Auditing Commission to call a meeting of the Board of Directors.
18. COMPANY FUNDS. ACCOUNTING AND REPORTING
18.1. The Company shall establish a reserve fund in the amount of 5 percent of the authorized capital of the Company.
18.2. The authenticity of the data contained in the annual reports, annual account reporting shall be subject to confirmation by the Auditing Commission of the Company.
18.3. Prior to the publication by the Company of the documents indicated in this clause the Company shall engage for annual verification and confirmation of the annual financial reporting an auditor who has no shared property interests with the Company or its shareholders.
The annual reports of the Company are subject to prior approval by the Board of Directors not later than 30 days before the date of the Annual General Meeting of Shareholders.
19. DISCLOSURE OF INFORMATION BY THE COMPANY TO THE SHAREHOLDERS
19.1. The Company shall provide the shareholders with access to the documents stipulated under Section 1, Article 89 of the Federal Law on Joint Stock Companies. Access to accounting documents and minutes of the meetings of the management board shall be given to the shareholders (shareholder) who own a total of not less than 25 percent of the voting shares of the Company.
19.2. The documents stipulated under Section 1, Article 89 of the Federal Law on Joint Stock Companies shall be submitted within seven days of the filing of a corresponding request to be accessed on the premises of the executive body of the Company. The Company shall, at the request of the persons who have the right of access to the documents stipulated under Section 1, Article 89 of the Federal Law on Joint Stock Companies, provide them with the copies of the said documents. The charge for making such copies available may not exceed the cost of preparing them.
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