Position of society: REGULATION ON THE EXECUTIVE BODY joint stock company "Uzkishlokelektrkurilish"
«APPROVED»
decision of the general meeting of shareholders
JSC "Uzkishlokelektrkurilish"
dated June 15, 2019
protocol No. 1
REGULATION
ON THE EXECUTIVE BODY
joint stock company
"Uzkishlokelektrkurilish"
Samarkand city – 2019у.
GENERAL PROVISIONS
1. This provision determines the status of the executive body of Uzkishlokelektrkurilish Joint Stock Company (hereinafter - the Company), the procedure for its work, as well as rights and obligations.
2. The management of the current activities of the company is carried out by the sole executive body - the General Director, whose competence is determined by the charter of the company and these Regulations.
3. By decision of the general meeting of shareholders, the powers of the company's executive body may be transferred under an agreement to a commercial organization (trustee). The terms of the concluded agreement are approved by the supervisory board of the company, unless otherwise provided by the charter of the company.
4. This regulation has been developed in accordance with the Law of the Republic of Uzbekistan "On Joint Stock Companies and Protection of Shareholders' Rights", other legislative acts, the company's charter, and the Code of Corporate Governance of the Republic of Uzbekistan.
PROCEDURE (ELECTION) AND TERMINATION
AUTHORITY OF THE DIRECTOR
6. In accordance with the charter of the company or by decision of the general meeting of shareholders or the supervisory board of the company, the appointment of the director of the company is carried out, as a rule, on the basis of a competitive selection, in which foreign managers can participate.
7. A candidate for the position of general director is obliged to inform the society about the facts of bringing him to criminal responsibility.
8. Candidates for the position of the general director of the company may be present at the general meeting of shareholders when considering their candidates.
9. The chairman of the supervisory board of the company or a person authorized by the supervisory board signs an employment contract with the General Director.
10. The contract is concluded for a period of one year, annually a decision is made on the possibility of its extension or termination.
11. Labor contracts concluded with the General Director should provide for their obligations to improve the efficiency of the company, as well as the frequency of reporting to the general meeting of shareholders and the supervisory board of the company on the progress of the implementation of annual business plans.
12. The terms of remuneration of the General Director directly depend on the efficiency of the company and must be determined by the contract.
13. Combining the duties of the General Director of the company with a position in the management bodies of other organizations is allowed only with the consent of the supervisory board of the company.
14. The general meeting of shareholders or the supervisory board of the company, if in accordance with the charter of the company such a right is granted, has the right to terminate (terminate) the contract with the General Director of the company if he violates the terms of the contract.
15. The general meeting of shareholders or the supervisory board has the right to early termination (termination) of the contract with the director of the company if they commit gross violations of the charter of the company or cause losses to the company by his actions (inaction).
16. The decision of the general meeting of shareholders on termination (termination), including early termination (termination), of the agreement with the director is made by a majority vote of shareholders - owners of voting shares of the company (simple majority) participating in the meeting.
17. The decision of the supervisory board on early termination (termination) of the contract with the director is made by a majority of votes of the members of the supervisory board participating in the meeting.
18. If the general meeting of shareholders or the supervisory board of the company adopts a decision to terminate the powers of the director of the company, the issue of transferring the powers of the director of the company to another person may be
RIGHTS AND OBLIGATIONS OF THE DIRECTOR
OF THE COMPANY
20. The General Director acts within the competence determined by the legislation, the charter of the company, these regulations, the terms of the employment contract concluded with them, decisions of the general meeting of shareholders and the supervisory board of the company.
21. The General Director organizes the execution of decisions of the general meeting of shareholders and the supervisory board of the company.
22. The CEO ensures a partnership between shareholders, members of the supervisory board and supervisory bodies based on mutual trust, respect, accountability and control.
23. In order to unconditionally fulfill the tasks set by the general meeting of shareholders, the Supervisory Board, the charter and the development strategy, the General Director independently makes decisions on resolving issues within his authority.
24. The General Director ensures equal treatment of all shareholders, regardless of their share, level of income, gender, race, religion, nationality, language, social origin, personal and social status.
25. The powers (rights) and duties of the General Director include the following:
- managing the current activities of the company, with the exception of issues attributed to the competence of the general meeting of shareholders and the supervisory board, ensuring its efficient and sustainable work;
- to act on behalf of the company without a power of attorney, to represent the interests of the society in state institutions, in all organizations and enterprises, regardless of the form of ownership;
- to conclude transactions and sign agreements (contracts) with clients of the company, as well as with other organizations and enterprises;
- sign documents on behalf of the company;
- hire employees, conclude and terminate employment contracts with them, apply disciplinary penalties to them, ensure compliance with labor and performance discipline;
- to appoint and dismiss heads of branches or representative offices of the company, subsidiaries and affiliates;
- determine and approve the staffing table of employees;
- in accordance with the labor legislation and regulatory documents of the Republic of Uzbekistan, establish the amount of remuneration (all types of bonuses, allowances, additional payments, and others) for employees;
- issue orders, decisions and orders binding on subsidiaries and affiliates of the company;
- to approve regulations on structural divisions of the company and job descriptions of employees of the company;
- to approve internal regulatory documents of the company, with the exception of internal regulatory documents, the approval of which is attributed to the competence of the general meeting of shareholders or the supervisory board;
- issue powers of attorney on behalf of the company;
- issue orders, instructions and give instructions that are binding on all employees of the company;
- with the consent of the supervisory board, participate in its work with the right of an advisory vote;
- open settlement accounts with banks (in national and foreign currency);
- have the right to first sign on bank and other financial documents of the company;
- to ensure the timely and complete submission of the state statistical report and accounting reports to the relevant authorities;
- to ensure the observance of social guarantees of the company's employees and their labor protection;
- improve the qualifications of the company's employees through their participation in courses, seminars and other events;
- to provide reports on the state of affairs within the competence of the general meeting of shareholders and the supervisory board in due time;
- within the framework of their powers, to dispose of the property and funds of the company;
- to insure the company's business risks and the responsibility of the executive body;
- develop programs for the development of society and business plans, monitor their implementation;
- to ensure the receipt of profit in the amount specified in the business plan approved by the authorized management body of the company;
- to ensure the organization and reliability of the accounting and reporting of the company in accordance with the legislation, as well as the provision of information on the company's activities to shareholders, creditors, and other recipients;
- to report on a quarterly basis to the Supervisory Board on the progress in meeting the indicators of the annual business plan;
- to provide documents on the financial and economic activities of the company at the request of the supervisory board, audit commission or auditor of the company;
- to provide society with qualified personnel, take measures to make the best use of the knowledge, qualifications, experience and capabilities of the company's employees;
- maintain labor discipline;
- to participate in collective bargaining, to act as an employer when concluding a collective agreement and agreement, to fulfill obligations under a collective agreement;
- within the framework of their authority, conclude transactions (including a loan, credit, pledge, surety) related to the acquisition of property or the alienation of property to another person, if the book value of the alienated property or the value of the acquired property is up to fifteen percent of the company's net assets as of the date making a decision on the conclusion of such transactions;
- ensures the confidentiality of information constituting a commercial secret of the company, if its authority does not include the transfer of information to a third party. The list of information constituting a commercial secret of the company is determined by the general director of the company;
- ensures non-disclosure by the company's employees of information constituting an official or commercial secret of the company;
- to calculate and pay dividends, to participate in general meetings of shareholders, to observe all the rights of shareholders to receive information stipulated by the current legislation;
- when concluding a transaction with affiliated persons, notify the supervisory board of the company about it;
- within the framework of its powers, ensures stable and efficient work of the society;
- ensure mutually effective partnership of the company's structural divisions;
- to ensure the fulfillment of the company's contractual obligations;
- comply with the requirements of the current legislation of the Republic of Uzbekistan, the requirements of the Company's charter and other internal documentation;
- the general director of the company may have other powers (rights) and obligations in accordance with the legislative documents of the Republic of Uzbekistan, the charter of the company and the internal regulatory documentation of the company;
26. Introduces the requirements for the performance by the officials of the company of their functions on a professional basis, the conscientious and reasonable fulfillment of all their obligations arising from legislative documents, the charter, society and decisions of governing bodies.
27. Determines the procedure for voting of its representatives on behalf of the company at the meetings of the governing bodies of the companies.
RESPONSIBILITY OF THE GENERAL DIRECTOR
OF THE COMPANY
28. The general director of the company, in exercising his rights and fulfilling his duties, must act in the interests of the company and bear responsibility in the prescribed manner.
29. The general director of the company, during his activity, shall not be entitled to establish and participate in the establishment of enterprises carrying out activities similar to the activities of the company for the provision of services and the sale of products. The general director of the company, upon appointment to the position, must cease his activities at enterprises with activities similar to the activities of the company, and notify the Supervisory Board about this.
30. The general director of the company for failure to fulfill his obligations or inappropriately fulfilling them, as a result of which the company suffered damage, in accordance with the current legislation of the Republic of Uzbekistan and the charter of the company, shall be liable to the company for full compensation for damage.
31. Companies or a shareholder (shareholders) - the owner (s) in the aggregate of at least one percent of the outstanding shares of the company have the right to apply to the court with a statement of claim against the General Director of the company demanding compensation for the damage caused to the company.