Activities of Baku Metro CJSC to be controlled by Supervisory Board

Activities of Baku Metro CJSC to be controlled by Supervisory Board

BAKU, Azerbaijan, Mar.30

Trend:

Azerbaijan’s President Ilham Aliyev signed a decree on amendments to his decree ‘On the establishment of Baku Metro CJSC’ No. 289 dated February 27, 2014, Trend reports on March 30.

According to the decree, the President was empowered to:

- reorganize and liquidate the company;

- appoint and dismiss members of the Supervisory Board and the executive body of the CJSC.

The Azerbaijan Investment Holding, upon agreement with the President, will be empowered to:

- approve the charter and structure of the company, determine the size of the authorized capital;

- approve annual reports, financial statements of the CJSC, distribute its profits and losses;

- approve the company’s dividend policy

- make decisions on the issue of CJSC securities;

- decide to conclude a transaction in an amount exceeding 25 percent of the value of the CJSC's net assets (transactions of special significance), as well as a transaction with a relevant person, the value of which is five or more percent of the company’s assets, subject to the auditor’s opinion.

Besides, in accordance with the decree, a Supervisory Board consisting of five members was set up to carry out general management and control of the activities of Baku Metro CJSC.

The powers of the Supervisory Board of Baku Metro will include:

- approval of the long-term development strategy of the company;

- approval of the estimate of expenses and income of the CJSC and control over its implementation;

- making proposals at the general meeting in connection with the conclusion of a transaction in an amount exceeding 25 percent of the value of the CJSC's net assets (transactions of special significance), as well as upon the conclusion of the auditor - a transaction with the relevant person, the value of which is 5 or more percent of the assets of the CJSC;

- approval of transactions envisaged for concluding with relevant persons, the value of which is less than five percent of the assets of the CJSC;

- giving consent to conclude transactions related to the transfer to management and privatization of CJSC assets taking into account the current regulatory legal acts;

- approval of policies, internal rules for certain areas of activity, as well as regulations on branches and representative offices;

- giving consent to approve the corporate structure and staffing of the CJSC;

- setting up of the audit committee and other committees of the Baku Metro, approval of regulations on them, appointment and dismissal of their leaders and members;

- solving other issues attributed by the Civil Code of Azerbaijan, the charter of the company and other regulatory legal acts of the country, regulating relations in this area, to the powers of the Supervisory Board, taking into account part 3 of this decree.

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

The Azerbaijan Investment Holding was entrusted with:

- approving the standards of corporate governance of the CJSC, as well as the system for assessing the activities of the members of the company's governing bodies within 6 months;

- ensuring the diagnostics of the results of its activities in the legal, financial, tax and commercial spheres and informing the President of Azerbaijan about them with the involvement of an international consulting company and subject to compliance with the current contractual obligations of the CJSC within 6 months;

- preparing and submitting a draft of a new charter and structure of the company to the President of Azerbaijan for approval upon completion of the above diagnostics, depending on its result, within 2 months;

- resolve other issues arising from this decree.

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