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ŞRİFTİN NÖVÜ
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ŞƏKİLLƏRİN TƏSVİRİ

Supervisory Board

 

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.