“APPROVED”
General Meeting of Shareholders Republican Stock
exchange "Toshkent"
December 28, 2019
Protocol No. 4
POSITION
ABOUT THE EXECUTIVE BODY
Joint Stock Company
Republican Stock Exchange
Toshkent
Tashkent – 2019
TABLE OF CONTENTS
1. General Provisions
2. The procedure for the election and termination of powers of the executive body
3. Rights and obligations of the Chairman of the Management Board
4. Rights and obligations of the Management Board of the Company
5. Resolution of the conflict of interests of members of the Management Board in the exercise of their functions
6. Responsibility of the Chairman of the Management Board and members of the Management Board.
1. GENERAL PROVISIONS
1.1. These Regulations determine the status and regulate the work of the executive body of the Joint Stock Company RSE “Toshkent” (hereinafter - the Company).
1.2. Management of the current activities of the Company is carried out by the collegial executive body - the board, whose competence is determined by the Charter of the Company and these Regulations.
1.3. By decision of the general meeting of shareholders, the powers of the executive body of the Company may be transferred by agreement to a commercial organization (trustee). The Supervisory Board of the Company approves the terms of the agreement, unless otherwise provided by the charter of the Company.
1.4. This provision has been developed in accordance with the Law of the Republic of Uzbekistan "On Joint Stock Societies and protection of rights of shareholders", other acts of legislation, the Charter of the Company RSE "Tashkent" (hereinafter - the Company), the Corporate Governance Code of the Republic of Uzbekistan and the rules of corporate governance for companies with state participation.
2. PROCEDURE FOR ELECTION AND TERMINATION OF THE POWERS OF THE EXECUTIVE BODY
2.1. The executive body of the Company is the collegial executive body, the Management Board.
2.2. The Management Board organizes the implementation of financial and economic activities by the Company, ensures the implementation of decisions of the General Meeting of Shareholders and the Supervisory Board of the Company.
2.3. The Management Board of the Company consists of five people elected by the General Meeting of Shareholders of the Company annually. Board members cannot be elected to the Supervisory Board and the Audit Commission of the Company.
2.4. The Supervisory Board makes recommendations to the general meeting of shareholders on candidates for the Board.
2.5. When presenting a candidate to the Management Board, including for the position of Chairman of the Management Board, the Chairman of the Supervisory Board informs about the conditions for concluding an agreement, the amount of salary, remuneration and compensation for management activities, and the candidate’s consent to conclude an agreement, confirmed by the candidate ’s personal application.
2.6. The Chairman and members of the Management Board are appointed by decision of the General Meeting of Shareholders on the basis of an annual competitive selection process in which foreign managers can take part.
2.7. A candidate for the position of Chairman or member of the Management Board is obliged to inform the company about the facts of bringing him to criminal liability.
2.8. The decision of the general meeting of shareholders for the election (appointment) of the Chairman and Members of the Management Board taken by a majority of votes of shareholders - owners of voting shares of the Company (a simple majority), taking part in the general meeting of shareholders.
2.9. Candidates for the position of Chairman of the Management Board of the Company, members of the Management Board of the company may attend the general meeting of shareholders when considering their candidatures
2.10. After the election (nomination) of a candidate for the position of the Chairman of the Management Board, the Supervisory Board concludes an agreement with him for the duties of the Chairman of the Management Board, for a period of one year with the annual decision on the possibility of extension or termination based on the results of the competitive selection. The contract is signed on behalf of the Company by the chairman of the supervisory board or by a person authorized by the supervisory board of the Company. A contract with the Chairman of the Management Board shall stipulate his obligations to improve the efficiency of the Company and the frequency of its reports to the General Meeting of Shareholders and the Supervisory Board of the Company on the implementation of the annual business plan of the Company.
2.11. Members of the executive body are responsible for the current financial and economic activities of the company.
2.12. The effectiveness of the executive body is determined on the basis of the results of the forecast data of key performance indicators of the enterprise
2.13. The salaries and remuneration of the Chairman of the Management Board are directly dependent on the efficiency of the Company and are determined by the contract.
2.14. The decision to pay additional remuneration to the monthly salary to the Chairman of the Management Board is made by the Supervisory Board of the Company in accordance with the Regulation “On material incentives for employees of JSC” RSE “Toshkent” on the proposal of the first deputy, and in his absence, the deputy chairman of the board.
2.15. The decision to pay additional remuneration to the monthly salary to the members of the Management Board of the Company is made by the Chairman of the Management Board in accordance with the Regulation “On material incentives for employees of JSC RSE “Toshkent”.
2.16. The General Meeting of Shareholders or the Supervisory Board of the Company, if in accordance with the Charter of the Company is granted such a right, is entitled to terminate (terminate) the contract with the Chairman of the Management Board in case of violation of the terms of the contract.
2.17. The General Meeting of Shareholders or the Supervisory Board has the right to early termination (cancellation) with the Chairman of the Management Board contract in the commission of their gross violations of the charter of the Company or causing public loss of his actions (or inaction).
2.18. The decision of the general meeting of shareholders on termination (termination), including early termination (termination), of an agreement with the Chairman of the Management Board is made by a majority of votes of the shareholders holding holders of the Company's voting shares (by simple majority) participating in the meeting.
2.19. The decision of the supervisory board on early termination (termination) of the contract with the Chairman of the Management Board is adopted by a majority of votes of the members of the supervisory board participating in the meeting.
2.20. If the General Meeting of Shareholders or the Supervisory Board of the Company decides to terminate the powers of the Chairman of the Management Board, the issue of transferring the powers of the Chairman of the Management Board to another person may be resolved at the same meeting or left for consideration at the next general meeting of shareholders by appointment of the acting Chairman of the Management Board of the Company.
2.21. In order to ensure effective activity, the election of the head and members of the Government to the board of the company is not allowed, with the exception of cases established by law.
3. RIGHTS AND OBLIGATIONS OF THE CHAIRMAN OF THE MANAGEMENT BOARD
3.1. Management of the Management Board is carried out by its Chairman, elected and appointed by the general meeting of shareholders of the Company on the recommendation of the Supervisory Board.
3.2. The competence of the Chairman of the Management Board of the Company includes all issues related to the management of the current activities of the Company, with the exception of issues referred to the exclusive competence of the general meeting of shareholders or the supervisory board.
3.3. The Chairman of the Management Board acts within the competence defined by the legislation, the charter of the Company, these regulations, the terms of the labor contract concluded with them, decisions of the general meeting of shareholders and the supervisory board of the Company.
3.4. The Chairman of the Management Board has the right:
- act without a power of attorney on behalf of the Company, represent the interests of the Company in state institutions, in all organizations and enterprises, regardless of ownership;
- open settlement, currency and other accounts with banks with the right of first signature on banks and other financial documents of the Company;
- conclude transactions and sign agreements (contracts) with the customers of the Company, as well as with other organizations and enterprises;
- sign documents on behalf of the Company;
- within the framework of its authority to dispose of the property and funds of the Company;
- determine and approve the staff list;
- hire employees, conclude and terminate employment contracts with them, apply disciplinary sanctions to them, ensure compliance with labor and executive discipline;
- in accordance with the labor legislation of the Republic of Uzbekistan and normative documents, establish wages (all types of bonuses, allowances, surcharges and labor participation rates) to employees of the Company;
- approve the regulations on the structural divisions of the Company and job descriptions of the employees of the Company;
- issue power of attorney on behalf of the Company;
- convene and hold meetings of the Management Board of the Company;
- preside at meetings of the Management Board of the Company;
- issue orders, instructions and give instructions obligatory for execution by all employees of the Company;
- approve the internal regulatory documents of the Company, with the exception of internal regulatory documents, the approval of which is referred to the competence of the general meeting of shareholders or the supervisory board;
- other rights, in accordance with the legislation, the charter of the Company and the labor contract.
3.5. Duties of the Chairman of the Management Board:
- implementation of management of the current activities of the Company, for the exception of the matters referred to the General Meeting of Shareholders and the Supervisory Board, ensuring its efficient and stable operation;
- protection of the interests of the Company in state institutions, in all organizations and enterprises, regardless of ownership;
- organization of the implementation of decisions of the general meeting of shareholders and the supervisory board of the Company;
- ensuring effective interaction between structural divisions of the Company;
- ensuring the fulfillment of contractual obligations of the Company;
- ensuring profit in the amount necessary for the development of production and the social sphere;
- management of the development of programs and business plans for the development of the Company, organization and monitoring of their implementation;
- ensuring compliance with legal requirements in the activities of the Company;
- ensuring the organization, the proper state and reliability of accounting and reporting in the company, timely submission of the annual report and other financial statements to the relevant authorities, as well as information about the activities of the Company sent to shareholders, creditors and other recipients of information;
- quarterly reports to the Supervisory Board on the progress of the implementation of the annual business plan;
- unimpeded provision of documents on the financial and economic activities of the Company at the request of the Supervisory Board, the Audit Commission or the Auditor of the Company;
- ensuring the completeness and timeliness of the provision of state statistical reporting to the relevant authorities;
- preservation of information constituting a commercial secret of the Company, if its responsibilities do not include transferring such information to third parties. The list of information constituting a commercial secret of the Company is determined by the supervisory board;
- ensuring the preservation of information constituting an official or commercial secret by the employees of the Company;
- taking measures to provide the Company with qualified personnel for the best use of knowledge, qualifications, experience and abilities of the employees of the Company;
- maintaining labor discipline;
- ensuring compliance with social guarantees and labor protection of employees of the Company;
- ensuring the improvement of their qualifications, as well as the officers of JSC through participation in training courses, seminars and other events;
- participation in collective bargaining, acting as an employer when concluding collective bargaining agreements, fulfillment of obligations under a collective agreement;
- the provision in the established terms the general meeting of shareholders and the supervisory board of the Company reports on the state of affairs within its competence;
- observance of all rights of shareholders to receive information provided for by applicable law, to participate in general meetings of shareholders, accrual and payment of dividends;
- notification of the Supervisory Board of the Company, in case of its affiliation in the transaction by the Company;
- compliance with applicable laws, the charter of the Company and other internal documents of the Company.
3.6. Specific rights and obligations of the Company are stipulated in an agreement with him.
3.7. Combining the functions of the Chairman of the Management Board 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.
4. RIGHTS AND OBLIGATIONS OF THE COMPANY'S MANAGEMENT BOARD
4.1. Within its competence, the Board has the right:
- set the initial price of a brokerage place sold by the Exchange itself;
- make decisions on setting a preferential price and providing a brokerage room free of charge to legal entities in order to increase the efficiency of the company;
- establish and determine the amount of the cost of payment for briefing exchange trading (traders) representing professional participants in the securities market;
- establish and determine the value of the cost of the examination of the exposed securities, providing for an analysis of the compliance of financial, economic and other indicators of issuers with the requirements established by the exchange;
- determine the amount of entrance and annual (quarterly) listing fees of issuers whose securities are included in the relevant categories of exchange listing;
- determine the size of exchange fees and other payments for the services provided;
- establish payment for consulting, information and other types of services arising from the nature of the company;
- determine the size of membership dues for members of the exchange in accordance with internal regulations and the Charter of the Company;
- decide on the abolition of membership fees for members of the exchange;
- develop and approve the qualification requirements for members of the exchange and the specialists directly engaged in operations with valuable papers to determine their rights and responsibilities;
- to accept new members and expel existing ones in cases provided for by applicable law, the Charter and internal rules, and the provisions of the company;
- carry out accreditation of representatives of exchange members at trading sessions;
- approve and determine the composition of exchange commissions necessary to ensure the functioning of the Company;
- develop and approve internal regulatory documents of the company, based on legislative requirements, decrees and resolutions of the President, resolutions of the Cabinet of Ministers, authorized state body for regulating the securities market and other authorized bodies;
- introduce draft amendments to the Rules for exchange trading in securities for consideration by the Supervisory Board of the company;
- determine, change, set rates and the ore payment system on the exchange;
- make decisions about:
making an entry on the termination of exchange transactions in the Unified Accounting Register in accordance with the Rules for Exchange Trading in Securities;
making an entry in the exchange trading system about non-registration of recorded results of exchange trading;
the establishment and collection of fines and stumps for violation of the Rules of exchange trade and other internal regulatory documents;
making transactions on the alienation and / or acquisition of property, the book value or acquisition value of which is from one hundred times the minimum wage to fifteen percent of the net assets of the company at the date of such a transaction;
write-off of property of the company;
the acquisition of property and the implementation of costs within the framework of funds approved by the estimate of administrative expenses, etc.
acceptance and exclusion of members of the company;
issues related to the organization and conduct of exchange trading;
- take other decisions that are not within the competence of the Supervisory Board of the Company and the general meeting of shareholders of the Company, as well as carry out other activities in accordance with the legislation, internal regulations and the Charter of the company.
4.2. Board Responsibilities:
- organization of the proper state and reliability of accounting and reporting;
- quarterly reporting on the results of the company to the Supervisory Board on profit and loss for the corresponding period;
- control over the timely provision and publication of annual financial and other statements, disclosure of information and information about the activities of the Company to the relevant authorities, shareholders, creditors, etc.
- compliance with social guarantees and labor protection of employees of the company,
- fulfillment of the obligations of the Company under a collective agreement;
- observance of the rights of shareholders provided by legislation;
- organization of the implementation of decisions of the general meeting of shareholders and the Supervisory Board of the Company;
- ensuring the fulfillment of contractual obligations of the company;
- management of the development of programs and business plans for the development of society, organization and monitoring of their implementation;
- ensuring compliance with legal requirements in the activities of the company;
- unimpeded provision of documents on the financial and economic activities of the Company at the request of the Supervisory Board, the Audit Commission or the audit organization of the company;
- ensuring the safety of information constituting an official or commercial secret;
- organization of meetings of the Management Board of the company, signing of documents on behalf of the Company and minutes of meetings of the Management Board of the company;
- compliance with internal documents, applicable laws and other regulations;
- prohibition to enter into transactions using insider information;
- disclosure of information on any interest in any transaction or in a matter related to enterprises with state participation (if any);
- organize periodic meetings with their shareholders and other investors to inform them of key events that have occurred in the company;
- include in the contract the subject, quantity, quality, assortment, price of the delivered goods (work, services), terms of execution, settlement procedure, obligations of the parties, liability of the parties in case of failure to fulfill or improper performance of contractual obligations, dispute resolution procedure, details of the parties, date and place conclusion of the contract, the procedure for making amendments, as well as other essential conditions that are established by law for contracts of this type;
- when changing the terms of the contract, these changes shall be implemented in good faith, transparently and in a non-discriminatory manner;
- management of reputational risks of the enterprise
- introduces in its activities relevant environmental standards, occupational health or safety standards, the solution of social problems as well as issues relating to workers and trade unions, provided for in that number of government decisions;
- make decisions on charity (sponsorship) or gratuitous assistance only within the limits established by the general meeting of shareholders, with the disclosure of information about this to all shareholders
- not invest in assets not related to its business goals and charters
- not to participate in supporting the activities of political parties and in organizations by political interests
- prepare consolidated financial statements and provide to its shareholders, if the company, which is the main one and has subsidiary business companies, has organizations under its control
- conduct an annual audit of financial statements in accordance with national or international audit standards
- Accounting is being introduced in accordance with the Law of the Republic of Uzbekistan “On Accounting” and other regulatory legal acts
- to carry out assessment of compliance with the recommendations of the Rules on the form according to Annex №3
4.3. The meeting of the Board is authorized to make a decision of at least 3 people. The decision is made by a simple majority of votes of the members of the Management Board present at the meeting. If the votes are equal, the vote of the Chairman of the Management Board is decisive.
4.4. The decision of the Management Board is set forth in writing and signed by all members of the Management Board present.
5. RESOLUTION OF THE CONFLICT OF INTERESTS OF THE BOARD MEMBERS WHEN IMPLEMENTING THEIR FUNCTIONS
5.1. In case if one of the members of the Management Board of the company is interested in the deal, one side of which is the joint-stock company, it is obliged to indicate their interest to the date of the decision, and in the discussion of this issue in the vote of the Board of participation does not accept.
5.2. Members of the Management Board shall not use the rights granted to them by official position for the purposes and interests of legal entities and individuals with whom they are in labor relations or have a property interest.
5.3. Members of the Board should not allow actions to extract personal benefits from the disposal of the property of the company.
5.4. The members of the Management Board of the company during their work do not have the right to establish or take part in the establishment of enterprises competing with the company in carrying out similar activities, and if they are already participating at the time of election , they are obliged to inform the Supervisory Board of the Company about this.
6. RESPONSIBILITY OF THE CHAIRMAN AND MEMBERS OF THE COMPANY'S MANAGEMENT BOARD
6.1. When exercising their rights and fulfilling their duties, the Management Board of the Company shall act in the interests of the Company and bear responsibility in the established manner.
6.2. The Management Board of the Company during its work in this capacity does not have the right to establish or take part in the establishment of enterprises whose activities create difficulties in marketing products or in providing services to the company. The chairman of the Management Board shall suspend its participation in similar enterprises upon appointment to a position in the company and inform the Supervisory Board of the Company of this suspension.
6.3. The Management Board of the Company is liable to the Company for damage caused to it because of non-performance or improper performance of its functions in full for compensation for damage caused to the company, in accordance with the current legislation of the Republic of Uzbekistan and the charter of the Company.
6.4. A company or a shareholder (shareholders) that owns at least one percent of the placed shares of the Company is entitled to apply to the court with the Board of the Company for compensation for losses incurred by the company.
6.5. The powers of a board member may be terminated by a court decision, the prohibition to engage in leadership positions in business entities for a period of not less than one year in the case of recognition by the court of his guilt in causing property damage to society.
6.6. A member of the company’s board may be held liable for damage caused to the company as a result of providing misleading information or knowingly false information or a proposal to conclude and (or) make decisions on the conclusion of a major transaction and (or) a transaction with affiliates for the purpose receipt by them or their affiliates of profit (income).
