• Tellers Commission
  • 14. THE BOARD OF DIRECTORS The Board of Directors Jurisdiction
  • Election of the Board of Directors
  • Chairman of the Board of Directors
  • Board of Directors Meeting
  • 15. EXECUTIVE BODIES OF THE COMPANY
  • Of open joint-stock company




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    Ballots
    13.30. Voting on agenda items of the general meeting of shareholders is done with ballots.
    13.31. In holding a general meeting of shareholders (annual or early), the ballot shall be sent or delivered, the fact of which is to be certified by the signature, to each person indicated in the list of those authorized to participate in the general meeting of shareholders, within 20 days of the convening of the general meeting.
    Ballots shall be sent by mail.
    13.32. In holding a general meeting of shareholders, excepting a general meeting of shareholders held by correspondence, persons included in the list of those authorized to participate in the general meeting of shareholders (their proxies), have the right to participate in such a meeting or send filled out ballots to the Company. In determining the quorum and summing up the results of the vote, account is taken of the votes represented by the ballots received by the Company within 2 days of the date of convening the general meeting of shareholders.
    13.33. The ballot must contain information provided in para 4 of Article 60 of the federal law On Joint-Stock Companies. The ballot may contain additional information as determined by the Board of Directors in approving the form and the text of the ballot.
    13.34. In the voting done with ballots, account is taken of votes on issues on which the voters are left with only one possible variant to vote. The ballots filled out with violations of this requirement, are considered invalid, and the votes on issues contained in it are not counted.
    If an item, which is voted on by ballots, includes more than one wording of the decision on the item and the "in favor" voting option is left with regard to more than one of the proposed wordings, the bulletin is considered to be invalid.
    If in electing the President of the Company and also in deciding on approval of the Company auditor the "in favor" voting option is left in the case of more than one candidate, the ballot is considered to be invalid.
    If in electing the auditing commission of the Company, the "in favor" voting option is left with regard to a greater number of candidacies than there are vacancies, the ballot is considered to be invalid.
    If in the cumulative vote to elect the Company's Board of Directors the shareholder has distributed among the candidates a greater number of votes than he has, the ballot is considered to be invalid.
    If the ballot contains several questions put to the vote, non-observance of the above requirements in regard to one or several questions does not entail ruling the ballot invalid for the vote as a whole.
    If the ballot is not signed by the shareholder or his proxy, or if the powers of the proxy are not formalized and approved according to the requirements of Article 57 of the federal law On Joint-Stock Companies, the votes represented by the ballot, are not considered in deciding on the quorum and in summing up the results of the voting.
    Teller's Commission
    13.35. The teller's commission verifies the powers and registers the persons participating in the general meeting of shareholders, determines the quorum of the general meeting, explains issues arising in connection with the use by shareholders (their proxies) of the right to vote at the general meeting of shareholders, explains the procedure of voting on items put to the vote, ensures the observance of the established voting procedure and the shareholders' rights to participate in the vote, counts the votes, sums up the results of the vote, drafts a protocol on the results of the voting, and takes the used ballots to the archive.
    13.36. The functions of the teller's commission are performed by the Company's registrar.

    14. THE BOARD OF DIRECTORS
    The Board of Directors' Jurisdiction
    14.1. The Company's Board of Directors conducts day-to-day running of the Company, except for issues that have been referred by federal laws and the Charter to the jurisdiction of the general shareholders meeting.
    14.2. The following falls within the jurisdiction of the Board of Directors:
    1) determining priority areas of the Company's development, including strategic objectives of the Company, the main types of activity and regions of operation, the dividend policy, a long-term and medium-term development strategy of the Company, endorsing the annual business plans of the Company;
    2) calling the annual and extraordinary general shareholders meetings, except for cases provided for in Clause 8, Article 55 of the federal law On Joint Stock Companies;
    3) endorsing the agenda of the general shareholders meeting;
    4) determining the date when a list of people entitled to attend the general shareholders meeting is to be drawn up, and other issues referred to the jurisdiction of the Company's Board of Directors in accordance with Chapter VII of the federal law On Joint Stock Companies and connected with the preparation and conduct of the general shareholders meeting;
    5) giving preliminary endorsement to the Company's annual reports, annual accounting reports, including profit/loss statements based on the results of a fiscal year;
    6) appointing members of the Company's Management Board;
    7) terminating the powers of the members of the Company's Management Board ahead of time;
    8) endorsing an agreement on the transfer of the powers of the one-person executive body of the Company to a commercial organization (management organization) or individual entrepreneur (manager);
    9) adopting decisions on the creation of a temporary one-person executive body of the Company and on the holding of an extraordinary general shareholders meeting to solve the question of early termination of the powers of the Company president or the management organization (manager) and the election of the president of the Company or the transfer of the powers of the one-person executive body to the management organization or the manager if the president of the Company or the management organization (manager) cannot discharge their duties;
    10) adopting a decision on the suspension of the powers of the Company president or the management organization or the manager. Simultaneously with this decision the Company's Board of Directors has to adopt a decision on the creation of a temporary one-person executive body of the Company and the holding of an extraordinary general shareholders meeting to solve the question of early termination of the powers of the Company president or the management organization (manager) and the election of the president of the Company or the transfer of the powers of the one-person executive body to the management organization or the manager;
    11) placing bonds and other emission securities that cannot be converted into shares;
    12) endorsing the decision to issue securities, prospectuses of issue, a report on the results of the emission of securities, and adopting changes and additions to them;
    13) determining the price (money value) of property, the price of placement and redemption of securities in cases provided for in the federal law On Joint Stock Companies;
    14) acquiring shares placed by the Company in accordance with Clause 2, Article 72 of the federal law On Joint Stock Companies;
    15) acquiring bonds and other securities placed by the Company in cases provided for in the federal law On Joint Stock Companies;
    16) issuing recommendations to the general shareholders meeting with regard to the size of rewards and compensations paid to members of the Auditing Commission;
    17) determining the size of remuneration for the services of the auditor;
    18) issuing recommendations to the general shareholders meeting with regard to the size of dividends on shares and the procedure for the payment of dividends;
    19) issuing recommendations to the general shareholders meeting with regard to the distribution of profit and losses of the Company based on the results of a fiscal year;
    20) using the reserve and other funds of the Company;
    21) endorsing internal documents of the Company except for internal documents regulating the work of the Company's bodies endorsed by decision of the general shareholders meeting, and other internal documents of the Company, the endorsement of which is referred by the Charter to the jurisdiction of the one-person executive body, adopting changes and additions to these documents;
    22) creating and liquidating branches and representative offices of the Company, endorsing regulations on the branches and representative offices, adopting changes and additions to same;
    23) adopting amendments to the Company's Charter connected with the creation of branches, the opening of representative offices or their liquidation;
    24) endorsing major transactions in cases provided for in Chapter X of the federal law On Joint Stock Companies;
    25) endorsing transactions in cases provided for in Chapter XI of the federal law On Joint Stock Companies;
    26) confirming the Company's registrar and the terms of contract with him, as well as terminating the contract with same;
    27) adopting at any time a decision to audit the Company's financial and economic activities;
    28) selecting a person authorized to sign a contract on behalf of the Company with the president (management organization or manager) and members of the Company's Management Board;
    29) endorsing the main provisions of contracts with the president and members of the Company's Management Board;
    30) drawing up a list of additional documents that are required to be kept in the Company;
    31) endorsing the procedures of internal control over the financial and economic activities of the Company;
    32) endorsing internal procedures for managing risks, ensuring compliance, analyzing the effectiveness of such procedures and improving them;
    33) other issues provided for in the federal law On the Joint Stock Companies and the Charter.
    14.3. Issues referred to the jurisdiction of the Company's Board of Directors cannot be delegated to the Company's executive body for resolution.
    Election of the Board of Directors
    14.4. Members of the Company's Board of Directors are elected by the general shareholders meeting for a period until the next annual general shareholders meeting.
    If the annual general shareholders meeting was not held within the timeframe specified in Clause 1, Article 47 of the federal law On Joint Stock Companies, the powers of the Company's Board of Directors are terminated except for the powers to prepare, call and hold the annual general shareholders meeting.
    If the term of the Board of Directors has expired, and the annual general shareholders meeting has elected fewer members to the Board of Directors than is required for a quorum to hold a meeting of the Board of Directors, as determined by the Charter, the elected Board of Directors of the Company has to adopt a decision to hold an extraordinary general shareholders meeting to elect a new Board of Directors, the elected Board of Directors is not empowered to consider issues that fall within the jurisdiction of the Company's Board of Directors except for the preparation, convocation and conduct of an extraordinary general shareholders meeting.
    14.5. A member of the Board of Directors may not be a shareholder of the Company. Only an individual may be a member of the Company's Board of Directors.
    14.6. The nine-member Board of Directors is elected by cumulative vote at the general shareholders meeting. In case of cumulative vote, the number of votes held by each shareholder is multiplied by the number of persons to be elected to the Company's Board of Directors, and a shareholder has the right to cast all the votes thus acquired for one candidate or split them among two or more candidates.
    Candidates who have received the biggest number of votes are deemed elected to the Board of Directors.
    14.7. The decision of the general shareholders meeting to terminate the powers of the members of the Board of Directors ahead of time may be adopted only with regard to all members of the Company's Board of Directors.
    If the powers of all members of the Board of Directors have been terminated ahead of time, and the extraordinary general shareholders meeting has elected fewer members to the Board of Directors than is required for a quorum to hold a meeting of the Board of Directors, as determined by the Charter, the elected Board of Directors of the Company must adopt a decision to hold an extraordinary general shareholders meeting to elect a new Board of Directors, the elected Board of Directors has no powers to consider issues that fall within the jurisdiction of the Company's Board of Directors, except for the powers to prepare, call and hold an extraordinary general shareholders meeting.
    14.8. A member of the Board of Directors may at any time resign by sending a written note to the Company and stating the date of his resignation. In such case the powers of other (acting) members of the Board of Directors are not terminated, except as provided for in Clause 14.10 of the Company's Charter.
    14.9. The following are members of the Board of Directors who have vacated office:
    persons who have deceased or who have been duly proclaimed missing or incapable;
    persons whose powers have been terminated ahead of time by decision of the general shareholders meeting;
    persons who have resigned as members of the Board of Directors and sent a written notice thereof to the Company;
    persons whose powers as members of the Board of Directors have been terminated or suspended by decisions of court or law-enforcement agencies that have become legally effective.
    In the event of any vacancy occurring in the Board of Directors due to the early termination of the powers of a member of the Board of Directors by decision of the general shareholders meeting or due to voluntary resignation, his powers are terminated without further restoration. In such case, the departure of the member of the Board of Directors cannot obstruct his election to the Board of Directors in the future in accordance with the procedure established by the Charter.
    If a member of the Board of Directors vacates his office for other reasons, his powers are restored if the reasons that caused his departure no longer apply.
    14.10. If the number of members of the Board of Directors of the Company becomes smaller than is required for a quorum to hold a meeting of the Board of Directors, as determined by the Charter, the Company's Board of Directors has to make a decision to hold an extraordinary general shareholders meeting to elect a new Board of Directors. The remaining members of the Company's Board of Directors have the right to adopt only a decision to call such extraordinary general shareholders meeting.
    Chairman of the Board of Directors
    14.11. Chairman of the Company's Board of Directors is elected by the Board of Directors members of their midst by a majority of votes of all the members, the votes of the outgoing members not taken into account.
    14.12. The Board of Directors has the right at any time to re-elect its Chairman by the majority of votes of all the Board of Directors members, the votes of the outgoing members not taken into account.
    14.13. Chairman of the Board of Directors organizes the work of the Board, convenes meetings of the Company's Board of Directors, chairs them and organizes the keeping of the minutes.
    14.14. In the absence of the Board Chairman, his functions are performed by a Board of Directors member under the decision by the Company's Board of Directors.
    Board of Directors Meeting
    14.15. A meeting of the Company's Board of Directors is convened by Chairman of the Board of Directors at his own initiative, at the request of a member of the Board, auditing commission or a Company's auditor, an executive body of the Company, as well as at the request of a shareholder (shareholders) who together own two or more percent of voting shares.
    The request from the shareholder (shareholders) who together own 2 or more percent of voting shares, to convene a Board of Directors meeting can be submitted only to examine items provided by sub-paras 2 -- 10, 18 -- 20, 24 of para 14.2 of the present Charter.
    14.16. In determining the existence of the quorum and the results of voting on agenda items, account is taken of the written opinion of a member of the Company's Board of Directors absent from the Board meeting.
    14.17. The Board of Directors can take a decision through a vote by correspondence. The procedure for convening and holding a Company's Board of Directors meeting, as well as the procedure for taking decisions through a vote by correspondence is defined in the Regulation on the Board of Directors.
    14.18. The quorum for holding a Board of Directors meeting requires the presence and (or) the existence of a written opinion of not less than five Board of Directors members, except cases when the federal law On Joint-Stock Companies and (or) the Company's Charter require the presence and (or) the existence of a written opinion of a different number of Board of Directors members.
    The quorum for holding a meeting of directors to decide on issues provided by sub-paras 1, 19 of para 14.2. of the present Charter, as well as to have the decision of the general meeting of shareholders on reorganizing or liquidating the Company, increasing its equity -- is the presence and (or) the existence of a written opinion of not less than six Board of Directors members, including in the event of election of independent directors to the Board of Directors -- not less than 1/2 of the number of independent acting directors.
    14.19. The decision of the Board of Directors, taken through a vote by correspondence, is considered to be valid if the vote by correspondence involved not less than five Board of Directors members, excepting cases when the federal law On Joint-Stock Companies and (or) the Company's Charter require a different number of Board of Directors members taking part in the vote by correspondence.
    A Board of Directors decision, taken by the vote by correspondence on issues provided by sub-paras 1, 19 of para 14.2. of the present Charter, as well as to have the general meeting of shareholders to decide the issues of reorganizing and liquidating the Company or increasing its equity is considered to be valid if not less than six members of the Board of Directors took part in the vote by correspondence, including in the event of electing independent directors to the Board -- not less than 1/2 of the number of independent acting directors.
    The independent directors, indicated in paras 14.18. and 14.19. of the present Charter, are members of the Board of Directors:
    - who are not affiliated persons of the Company and do not have the grounds for affiliation to persons affiliated vis-a-vis the Company (excepting participation in the Company's Board of Directors), and
    - not holding emission securities of the Company or partnerships affiliated with respect to the Company, and
    - not tied to the Company or its affiliated persons by any relations -- labor or contractual as well as not participating in the management bodies of legal entities affiliated with regard to the Company or having contractual relations with the Company, within which such legal entities can acquire property worth more than a thousand-fold minimum labor remuneration, and
    - who are representing, vis-a-vis the Company, based on a proxy or otherwise, a person (persons) owning more than 2 percent of the voting shares of the Company.
    14.20. Decisions at a meeting of the Company's Board of Directors are taken by a majority of the votes of members of the Company's Board of Directors, participating in the meeting and (or) expressing their opinion in writing, if the federal law On Joint-Stock Companies and the Company's Charter do not provide otherwise.
    A Board of Directors' decision taken through a vote by correspondence is considered to be taken if it got the "in favor" vote of over half the membership of the Board of Directors participating in the vote by correspondence, if the federal law On Joint-Stock Companies and the Company's Charter do not provide otherwise.
    The decision to approve the deal with respect to which there is an interest, is taken by the Company's Board of Directors by the majority vote of independent directors not having an interest in transacting it. If all the members of the Company's Board of Directors are deemed to be interested persons and (or) are not independent directors, the deal may be approved by a decision taken by the general meeting of shareholders through the procedure provided by para 4 of Article 83 of the federal law On Joint-Stock Companies.
    In deciding to approve a deal in respect of which an interest is involved, an independent director is a member of the Company's Board of Directors, who is not and has not been for the duration of one year preceding the adoption of the decision:
    a person carrying out the functions of the one-person executive body of the Company, including its manager, a member of the Management Board, a person holding positions in the managing bodies of the managing entity;
    a person whose spouse, parents, children, full and half brothers and sisters, step-parents and adoptees are persons holding positions in the said managing bodies of the Company, the managing organization of the Company or are managers of the Company;
    affiliated person of the Company, excepting a member of the Company's Board of Directors.
    The decision to approve a major deal on property worth 25 to 50 percent of the balancesheet value of the Company's assets is taken by a unanimous vote of all the Board of Directors members, the votes of the outgoing members of the Board of Directors not being taken into account. If the Board of Directors fails to reach unanimity, the question may, on a Board of Directors' decision, be submitted to the general meeting of shareholders for a decision.
    Decisions on the following questions are taken by the majority of three-fourths of the Board members, the votes of the outgoing Board of Directors members not being taken into account:
    - deciding to form a temporary one-person executive body of the Company or to hold an early general meeting of shareholders to decide on an early termination of the powers of the President of the Company or the managing organization (manager) or on electing the President of the Company or on handing over the powers of one-person executive body to the managing company or to the manager in the event of the impossibility for the Company President or the managing organization (manager) to discharge its duties;
    - deciding on suspension of the powers of the Company President or suspension of the powers of the managing organization or manager. Simultaneously with the decision in question, the Company's Board of Directors is obligated to decide on establishing a temporary one-person executive body of the Company and on holding an early general meeting of shareholders to decide on an early termination of the powers of the President of the Company or the managing organization (manager) and on electing the Company President or on handing over the powers of one-person executive body to the managing organization or the manager.
    14.21. In deciding on questions at the meeting of the Company's Board of Directors, each Board member has one vote.
    Delegating the right of vote from a Board member to another person, including another Board of Directors member, is not allowed.
    If the votes of the Company's Board of Directors members are equally divided in taking a decision, the Board of Directors Chairman has the casting vote.

    15. EXECUTIVE BODIES OF THE COMPANY
    15.1. The day-to-day activities of the Company shall be supervised by the one-person executive body of the Company -- the President and the collegiate executive body of the Company -- the management board.

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