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ŞƏKİLLƏRİN TƏSVİRİ

Charter of the Export and Investment Promotion Agency of the Republic of Azerbaijan

 
1. General terms

1.1. The Export and Investment Promotion Agency of the Republic of Azerbaijan- AZPROMO is a public legal entity  (hereinafter referred to as "the Agency") operating in the field of export and investment promotion, providing a number of services to exporters and investors. The Agency operates under the Ministry of Economy of the Republic of Azerbaijan (hereinafter referred to as "the Ministry").

1.2. The Agency is guided by the Constitution of the Republic of Azerbaijan, international treaties to which the Republic of Azerbaijan is a party, laws of the Republic of Azerbaijan, decrees and orders of the President of the Republic of Azerbaijan, decisions and orders of the Cabinet of Ministers, this Charter and other normative legal acts.

1.3. In carrying out its duties and exercising its rights, the Agency interacts with state and local self-government bodies, international and non-governmental organizations, and other legal entities and individuals.

1.4. The agency is engaged in activities of national and public importance. The Agency may also engage in entrepreneurial activities to achieve the goals set forth in this Charter.

1.5. The Agency has an independent balance sheet, property, treasury and bank accounts (in local and foreign currencies), a stamp engraved with its name, appropriate stamps, letterheads and logos (emblems).

1.6. The Agency has the right as well as obligations to enter into transactions, acquire and exercise property and non-property rights on its own behalf. The agency may act as a plaintiff or defendant in court.

1.7. The official name of the agency is as follows:

Full name -Export and Investment Promotion Agency of the Republic of Azerbaijan - AZPROMO

1.7.2. In Azerbaijan – Azərbaycan Respublikasının İxracın və İnvestisiyaların Təşviqi Agentliyi – AZPROMO;

1.8. The agency is located in Baku.

 

2. Areas of activity of the Agency

 

2.1. Areas of activity of the Agency are the following:

2.1.1. to participate in the formation of state policy for the promotion of exports and investments and the development of the regulatory framework;

2.1.2. to participate in the processes of creating a sustainable and favorable environment for exporters and investors to promote exports and investments;

2.1.3. to participate in the implementation of programs and projects to promote exports and investments, state support mechanisms and to coordinate the activities of state bodies and agencies, local self-government bodies, legal entities and individuals in this field;

2.1.4. to take appropriate measures to protect the rights and legitimate interests of exporters and investors;

2.1.5. to ensure strengthening of export potential of exporters, enlightenment of them and investors;

2.1.6. ensure the study, research and application in the republic of international experience in the field of export and investment promotion;

2.1.7. to act in other areas defined by this Charter.

 

3. Obligations and rights of the Agency

 

3.1. In accordance with the areas of activity defined by this Charter, the Agency has the following obligations:

3.1.1. To participate in the development and implementation of the normative legal acts, development concepts and target programs to improve the export and investment environment and promote investments and the implementation of state policy on promotion of export of non-oil products and works (services) in the non-oil sector and attraction of investments, as well as the state support programs and mechanisms;

3.1.2. to ensure the implementation of services in the field of export and investment promotion on the basis of the principles of efficiency, transparency, convenience, courtesy and responsibility;

3.1.3. to coordinate the activities of state bodies and agencies, local self-government bodies, legal entities and individuals in the field of export and investment promotion;

3.1.4. to take measures in accordance with the areas of activity in protection of the rights, legitimate interests of exporters and investors and prompt solution of their problems;

3.1.5. to conduct surveys among exporters and investors, study their problems, participate in the implementation of measures to improve the export and investment environment and improve the position of the republic in international rankings;

3.1.6. to ensure the implementation of measures to attract investments in the non-oil sector, to encourage investors in the process of privatization of state property;

3.1.7. to publish monthly statistics on non-oil exports;

3.1.8. to take measures for the development and promotion of the public-private partnership system for investment activities;

3.1.9. to organize e-services provided to exporters and investors in accordance with the Decree of the President of the Republic of Azerbaijan No. 263, dated September 12, 2018  "On approval of the “Rules for the Formation, Implementation, Integration and Archiving of State Information Resources and Systems’’ and some Measures on E-Government" and some measures related to e-government";

3.1.10. to provide exporters, investors, as well as other individuals and legal entities with information on its activities, to create a website, to place public information, the list of which is determined by the Law of the Republic of Azerbaijan "On Access to Information" on the website and to update it regularly;

3.1.11. To ensure the fulfillment of the obligations of the Republic of Azerbaijan on issues regulated by international agreements of the Republic of Azerbaijan and falling within the competence of the Agency;

3.1.12. To consider incoming appeals related to the activities of the Agency in accordance with the laws of the Republic of Azerbaijan “On Citizens Appeals”, “On Administrative Proceedings” and “On Access to Information” and take measures in accordance with the law;

3.1.13. to organize clerical work and reception of citizens in accordance with the requirements of relevant normative legal acts, to take measures for additional education and professional development of the employees of the Agency;

3.1.14. Take measures to improve the structure and activities of the Agency;

3.1.15. To organize the information support of the Agency and ensure its security;

3.1.16. to ensure the application of scientific and technical achievements in the field of export and investment, taking into account the best international practices;

3.1.17. To ensure the efficient use of budget funds, loans, grants and other financial resources allocated to the Agency;

3.1.18. to take measures to protect state and commercial secrets, as well as confidentiality;

3.1.19. to make proposals on training and development of professional specialists in the field of export and investment and to participate in their implementation;

3.1.20. to perform other duties defined by this Charter.

3.2. In accordance with the areas of activity defined by this Charter, the Agency has the following rights:

3.2.1. to make relevant proposals on the adoption of draft normative legal acts in the field of export and investment promotion, amendments to acts, interpretation of acts, suspension or annulment of acts;

3.2.2. to make proposals for the improvement of normative legal acts in order to ensure the rights and legitimate interests of exporters and investors;

3.2.3. to analyze development trends in the field of export and investment promotion, to make proposals on increasing the role and share of exporters and investors in meeting economic and social needs;

3.2.4. To make proposals on the accession of the Republic of Azerbaijan to international agreements in the field of export and investment promotion;

3.2.5. to cooperate with international organizations, relevant state bodies (institutions) of foreign countries in order to study the possibilities of applying international experience, to study the relevant experience of foreign countries and make proposals on its application;

3.2.6. to encourage the establishment of public associations, associations, unions of legal entities, as well as other associations provided for by law in order to coordinate the activities of entrepreneurs in the field of export and investment promotion;

3.2.7. In coordination with the Ministry, to establish trading houses in foreign countries promoting products produced in the Republic of Azerbaijan, to coordinate their activities, as well as the activities of trade representatives, to establish or participate in economic societies;

3.2.8. to obtain statistical information on import-export operations in the Republic of Azerbaijan in order to obtain information on export operations of non-oil products for the purpose of analysis;

3.2.9. to make requests to state bodies and institutions, local self-government bodies, legal entities and individuals to obtain information (documents) and receive such information (documents) from them;

3.2.10. to involve independent experts and specialists in its activities;

3.2.11. to hold conferences, meetings, seminars, organize local and international events, issue special bulletins and other publications on issues related to the areas of activity;

3.2.12. to nominate employees for state awards and other prizes, to take measures to encourage them;

3.2.13. to analyze the results of normative legal acts affecting the activities of exporters and investors, as well as the results of their projects, which are widely used in international practice, to carry out expertise of economic and other aspects and to make proposals;

3.2.14. identification of target areas for expansion of exports and development in the field of investment and make proposals on preparation of strategic plans, roadmaps, action plans in this field;

3.2.15. to carry out investment promotion measures to encourage potential investors to invest, as well as to carry out relevant work on investment promotion with representatives of the diasporas in different countries and foreign citizens living in the Republic of Azerbaijan;

3.2.16. To mediate between investors interested in investing in the economy of the Republic of Azerbaijan and entrepreneurs seeking investment, as well as suppliers and joint ventures, to organize their meetings and provide the necessary support;

3.2.17. to promptly provide explanatory and informative updates on relevant legislative acts and changes in the acts to the exporters and investors through mass media resources;

3.2.18. to give opinions and proposals on issues related to the areas of activity, conduct analyses and summaries, conduct research, prepare analytical and methodological materials;

3.2.19. to conduct research on issues related to the areas of activity and to establish working groups and commissions;

3.2.20. to create a database of professionals for exporters and investors;

3.2.21. to exercise other rights defined by this Charter.

 

4. Management of the agency

 

4.1. The Agency applies advanced standards of corporate governance in its operations and management.

4.2. The management bodies of the Agency are the Supervisory Board and the Executive Director.

4.3. The Agency's Supervisory Board (hereinafter referred to as "the Board") exercises general management and control over the Agency.

4.4. The Supervisory Board consists of 7 (seven) members, including its chairman: The Minister of Economy, Deputy Minister of Foreign Affairs and Deputy Minister of Agriculture of the Republic of Azerbaijan, Deputy Chairman of the State Customs Committee, Deputy Chairman of the State Committee on Property Issues, Deputy Chairman of the Food Safety Agency, Deputy Chairman of the State Tourism Agency and the President of the  National Confederation of Entrepreneurs (Employers) Organizations of the Republic of Azerbaijan The members of the Council are appointed and dismissed by the President of the Republic of Azerbaijan. The Chairman of the Supervisory Board of the Agency is the Minister of Economy of the Republic of Azerbaijan;

4.5. The Board operates on voluntary (free of charge) basis.

4.6. The Board is independent in decision-making.

4.7. The obligations of the Board are as follows:

4.7.1. to make proposals to the President of the Republic of Azerbaijan and the Ministry of Economy of the Republic of Azerbaijan and submit documents (including the financial report and annual report on the activities of the Agency) to exercise the powers of the founder;

4.7.2. To determine the strategic goals and plans of the Agency;

4.7.3. To control the activities of the agency;

4.7.4. To determine the system of incentives paid to employees at the expense of funds received by the Agency (excluding funds allocated from the state budget and other state-owned funds);

4.7.5. With the consent of the Ministry, to make a decision on the establishment or participation in the commercial partnerships of the Agency, as well as the establishment of departments, branches and representative offices of the Agency;

4.7.6. Control the activities of the Executive Director and inspect his activities;

4.7.7. To consider and make decisions on appeals of the Board members and the Executive Director;

4.7.8. to appoint an external auditor and accept the audit report, to take measures on the results of the external auditor's inspections, as well as other inspections;

4.7.9. To approve the internal rules on the operations of the Agency (including the rule of exclusion of conflicts of interest), as well as the regulations of departments, branches and representative offices, the charters of commercial partnerships;

4.7.10. To review the annual report on the activities of the Agency;

4.7.11. With the consent of the Ministry, to make a decision on making a deal (deal of special significance) in the amount of more than 25 percent of the value of the net assets of the Agency and a deal with the relevant person worth 5 percent or more of the assets of the Agency;

4.7.12. If an internal audit department is established in the agency, to control the activities of that department and receive reports on its activities, as well as to appoint and dismiss its members;

4.7.13. To approve the financial planning and budget of the Agency.

4.8. The Chairman of the Board convenes a meeting of the Board at least once a year and chairs the meeting. Meetings of the Board are initiated by a member of the Board or the Executive Director. A meeting of the Board is competent if more than half of its members are present. Decisions of the Board meeting shall be taken by a simple majority of votes by open voting with one vote of each member. Members are not allowed to abstain during the voting. In the event of a tie, the vote of the chair of the meeting shall be decisive.

4.9. Members of the Board, as well as the Executive Director and persons invited to the meetings of the Board shall be notified in writing about the place and time of the Board meetings, as well as issues included in the agenda at least 3 (three) working days before the meeting.

4.10. The Executive Director may also attend the meeting of the Board.

4.11. When an issue affecting the interests of any member of the Board is included in the agenda of the meeting, that member shall provide detailed information on his / her interests and shall not participate in the discussion of this issue and voting on this issue.

4.12. Decisions on issues that are not included in the agenda or the required relevant documents have not been submitted before the meeting may not be made, except with the consent of the participating members.

4.13. The results of the meeting of the Board shall be formalized in the minutes signed by the members and the Secretary of the Board. If the Secretary of the Board is unable to attend the meeting of the Board, the Chairman of the Board shall appoint a person to replace him. The Board approves the minutes and submits them to the Executive Director.

4.14. The Secretary of the Board shall be appointed by the Chairman of the Board from among the employees who are not members of the Board, and the Secretary of the Board shall report to the Chairman of the Board.

4.15. The Secretary of the Board:

4.15.1. Organizes the meetings of the Board;

4.15.2. performs the duties provided for in item 4.9 of this Charter;

4.15.3. Compiles the minutes of the meetings of the Board and submits them to the members of the Board for signing;

4.15.4. Prepares draft decisions of the Board, submits them to the Chairman of the Board for review and signing;

4.15.5. Ensures that the decisions taken by the Board are sent to the relevant authorities.

4.16. The Chairman of the Board:

4.16.1. Organizes the work of the Board and directs its activities, as well as annuls illegal decisions of himself and the officials of the Executive Director;

4.16.2. Determines the agenda of the meetings of the Board, convenes meetings and chairs the meetings;

4.16.3. invites other persons to participate in the meeting of the Board on its own initiative, as well as at the request of any other member of the Board or the Executive Director;

4.16.4. Takes other measures to organize the activities of the Council.

4.17. In case of temporary absence of the Chairman of the Board, his/her powers shall be exercised by the person appointed by the Chairman from among the members of the Board by the relevant order.

4.18. The members of the Board:

4.18.1. Participate in resolving issues related to the powers of the Board;

4.18.2. Get acquainted in advance with the agenda of the meeting of the Board and the materials to be considered;

4.18.3. Express their views on the decisions to be made by the Board;

4.18.4. At the meetings of the Board, they propose to consider issues related to the powers of the Board;

4.18.5. They get acquainted with the decisions of the Board, meeting minutes and other documents.

4.19. Members of the Board shall be impartial in their approach to issues considered at the meetings of the Board, prevent actions and speeches that may damage the name of a member of the Board, as well as comply with other requirements set out in Article 49 of the Civil Code.

4.20. The current management of the Agency is carried out by the Executive Director, appointed and dismissed by the Minister of Economy of the Republic of Azerbaijan in coordination with the President of the Republic of Azerbaijan. The Executive Director has two deputies appointed and dismissed in coordination with the Minister of Economy of the Republic of Azerbaijan.

4.21. In case of temporary absence of the Executive Director, his / her powers shall be exercised by one of the Deputy Executive Directors by the relevant order.

4.22. The duties of the Executive Director are as follows:

4.22.1. To organize the activities of the Agency, direct its current activities and represent it;

4.22.2. To submit proposals and documents to the Board in order to fulfill the duties set forth in this Charter;

4.22.3. To decide on making a deal with the relevant person, the value of which is up to 5 (five) percent of the assets of the Agency;

4.22.4. To organize the payment of salaries, bonuses, bonuses and other payments to employees of the Agency within the salary fund;

4.22.5. To decide on the appointment and dismissal of employees of the Agency, including its departments, branches and representative offices, as well as other subordinate bodies (and only managers in commercial partnerships) and take measures of incentives and disciplinary action against them;

4.22.6. To approve job descriptions of the employees of the Agency, control those job descriptions, organize monitoring and evaluation;

4.22.7. To conduct operations on behalf of the Agency, conclude contracts and ensure their implementation within the powers defined by this Charter;

4.22.8. To take necessary measures for the protection of state secrets and confidentiality, as well as other information protected by law in the areas of activity of the Agency;

4.22.9. To establish commissions, advisory committees, working groups in accordance with the directions of activity and ensure their activity;

4.22.10. To provide clerical and archival work in the Agency;

4.22.11. To provide conferences, meetings, seminars, and other events related to the activities of the Agency;

4.22.12. To provide receipt of citizens, including exporters, investors, and consideration of their applications in the Agency;

4.22.13. To organize, inspect and monitor the implementation of acts adopted by the Agency on its activities;

4.22.14. To annul decisions of himself and officials of structural units of the Agency that contradict the legislation;

4.22.15. To control the use of the property of the Agency in accordance with the purposes provided for in this Charter;

4.22.16. To ensure efficient use of funds provided for in sub-clause 3.1.17 of this Charter;

4.22.17. To monitor the implementation of the Agency's strategic goals and plans, as well as the budget;

4.22.18. To ensure that the services provided by the Agency are based on the principles of efficiency, transparency, and accountability;

4.22.19. To execute the decisions of the Board;

4.22.20. To approve standard forms of documents of the Agency;

4.22.21. To give mandatory internal orders and directives related to the organization of the activities of the Agency;

4.22.22. To provide reimbursement of expenses of the departments, branches and representative offices, as well as partnerships of the Agency according to the approved income and expenditure estimates;

4.22.23. To make proposals on the establishment of trading houses in foreign countries promoting products produced in the Republic of Azerbaijan;

4.22.24. To approve the structure, staffing and cost estimates of the Agency's staff and other structural units within the established structure, remuneration fund and number of employees;

4.22.25. To take measures to resolve the issues provided for in sub-items 3.1.1 and 3.2.1 of this Charter;

4.22.26. To inform the Board on current and operational issues;

4.22.27. To take necessary measures for the protection of state secrets and confidentiality, as well as other information protected by law in the areas of activity of the Agency;

4.22.28. To decide on all other issues not within the powers of the Board.

4.23. The executive director and his or her deputies shall not permit actions or speeches that could be detrimental to their name, as well as comply with other requirements established by Article 49 of the Civil Code of the Republic of Azerbaijan.

 

5. Charter fund, property and bases of financial activity of the Agency

 

5.1. The charter fund of the agency is 1,000,000 (one million) manats.

5.2. The property of the Agency is formed from the charter fund, property provided by the founder, as well as funds allocated from the state budget, income from activities, donations, grants, investments, paid services, and other funds not prohibited by law.

5.3. The Agency uses its property only in accordance with the purposes set out in this Charter. The Agency exercises its powers in relation to the state property on its balance sheet in accordance with the Decree of the President of the Republic of Azerbaijan No. 586, dated June 6, 2007 "On the protection and efficient use of state property".

5.4. The Agency has the right to independently dispose of funds received from the activities of the Agency, its commercial partnerships, departments, branches and representative offices, as well as other subordinate bodies after the payment of taxes and other mandatory payments provided by law.

5.5. Prices for work and services provided and coordinated by the Agency do not relate to regulated prices (tariffs).

 

6. Form and scope of control over the activities of the Agency

 

6.1. The activity of the Agency is controlled by the President of the Republic of Azerbaijan, as well as by the Board and the Executive Director within the authority of the founder, the Ministry and in the manner prescribed by this Statute.

6.2. The annual report on the activities of the Agency is submitted to the Ministry.

 

7. Accounting and reporting in the Agency

 

7.1. The Agency maintains accounting records, prepares, submits and publishes financial statements in accordance with the Law of the Republic of Azerbaijan “On Accounting” established for public legal entities.

7.2. The Agency compiles and submits statistical reports in accordance with the Law of the Republic of Azerbaijan “On Official Statistics”.

7.3. The Agency shall inspect the financial and economic activities of departments, branches, representative offices and economic societies, as well as other subordinate bodies.

7.4. The Agency engages an external auditor to independently audit its activities.

 

8. Reorganization and liquidation of the Agency

 

The reorganization and liquidation of the Agency shall be carried out by the President of the Republic of Azerbaijan.