Azerbaijan creating Supervisory Board for general control over activity of AZAL

Azerbaijan creating Supervisory Board for general control over activity of AZAL

BAKU, Azerbaijan, March 30


President of Azerbaijan Ilham Aliyev signed the order on March 30 changing the presidential order "On the establishment of the Azerbaijan Airlines CJSC" #2761 dated April 16, 2008, Trend reports.

In accordance with the order, the following powers are vested in the president of Azerbaijan:

- reorganization and abolition of the Company;

- appointment and dismissal of members of the Supervisory Board and the executive body of the Company.

The Azerbaijan Investment Holding, in agreement with the president of Azerbaijan, has the following powers:

- approval of the charter and structure of the Company, determination of the amount of the authorized capital;

- approval of annual reports, financial statements of the Company, distribution of its profit and losses;

- approval of the dividend policy of the Company;

- making a decision on the issue of the Company's securities;

- making a decision on concluding a transaction in an amount exceeding 25 percent of the value of the Company's net assets (transactions of special significance), as well as on the conclusion of a transaction by an auditor with a relevant person, the value of which is five or more percent of the Company's assets.

Moreover, the Supervisory Board consisting of seven members is created to control and manage the Society's activity.

The Supervisory Board is authorized to:

- to approve the long-term development strategy of the Company;

- to approve estimates of expenses and income of the Company and monitor their implementation;

- to make proposals at the general meeting in connection with the conclusion of a transaction in an amount exceeding 25 percent of the value of the Company's net assets (a transaction of special significance), as well as the conclusion of a transaction with a relevant person by the auditor, the value of which is five or more percent of the Company's assets;

- to approve the transactions envisaged for concluding with the relevant people, the value of which is less than five percent of the Company's assets;

- taking into account the current regulatory legal acts, to give consent to the conclusion of transactions related to the transfer to management and privatization of the assets of the Company;

- to approve the policy, internal rules on certain spheres of activity, as well as the provisions of the branches and representative offices of the Company;

- to give consent to the approval of the corporate structure and staffing table of the Company;

- to create the Audit Committee and other committees of the Company, approve their regulations, appoint and dismiss their heads and members;

- taking into account part 2 of this order, to solve other issues attributed by the Civil Code of Azerbaijan, the Charter of the Company and other normative legal acts of Azerbaijan regulating the relations in this sphere, to the powers of the Supervisory Board.

The Cabinet of Ministers was instructed to resolve the issues arising from this order.

The Azerbaijan Investment Holding was entrusted with:

- to approve the corporate governance standards within six months for the management of Azerbaijan Airlines CJSC, as well as the system for assessing the activity of the members of the management bodies of the Company;

  • to ensure the diagnostics of the results of activity of the Company in the legal, financial, tax and commercial spheres and inform the president of Azerbaijan about the result within six months by attracting an international consulting company and in case of compliance with the current contractual obligations of the Company;

- upon completion of the abovementioned diagnostics, depending on its result, prepare and submit a draft of a new charter and structure of Azerbaijan Airlines CJSC to the president of Azerbaijan for approval within two months, as well as resolve other issues arising from this order.

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