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Article 21
General meeting of the company
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The general meeting of shareholders (founders) represents the supreme managing body of the company.
The exclusive competence of the general meeting embraces:
- to determine the main directions of the company's activity, to approve the prepared plans and reports;
- to make changes in the articles of association of the company;
- to elect and recall the personnel of the supervisory council, management and control financial-auditing commission;
- to approve the results of work during the year (including that of subsidiaries), reports of the control and financial auditing commission;
- to establish branches (subsidiaries) and representations, to approve their articles of association and their liquidation;
- to make decisions about calling the company's officials to property accountability;
- to approve the organisational structure and routine of the company;
- to fix salaries for the officials of the company, its subsidiaries, and to cease activity of the company.
The general meeting is considered competent if it is attended by not less than 60 per cent of the shareholders having the voting right.
The following matters can be solved by a majority of the shareholders present at the general meeting:
- alteration of the articles of association of the company;
- cessation of activity of the company;
- establishment and liquidation of subsidiaries.
All other matters can be settled by a simple majority of the shareholders present at the general meeting.
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The owners of the registered shares receive special notices of the general meeting.
Such notice must be sent not later than 45 days before the general meeting is to be held. Each shareholder has a right to submit his proposals to the agenda not later than 20 days before the general meeting is held.
The general meeting cannot make decisions on matters not included in the agenda.
- Voting at the general meeting is carried out on a 'one share (by nominal value) ' one vote' principle.
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The shareholders can transfer their rights at the general meetings by proxy to the other shareholders (their representatives), as well as to third persons.
The representatives can be appointed permanently or for a certain period.
The shareholder can replace his representative in the supreme body provided that the company's management is informed about it.
- The general meeting must be held once in a year unless otherwise specified by the articles of association.
- An extraordinary general meeting in order to guaranty the interests of the shareholders is summoned by the management, supervisory council and financial-auditing commission.
Article 22.
Supervisory council
- The supervisory council is created to control the management's activity.
- In the cases specified in the articles of association or by a decision of the general meeting certain functions (duties) of the general meeting can be transferred to the supervisory council.
- The supervisory council consists of not less than 3 natural persons.
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Members of the supervisory council can be appointed from the shareholders of the company and other persons.
A representative of the enterprise related to the company or officials of state bodies and of the management cannot be members of the supervisory council.
The member of the supervisory council cannot be a member of the management, a lawyer or authorised representative of the company.
Article 23
Company's management
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Current activity of the company is carried out by a management, consisted of not less than three natural persons. The personnel of the management can be chosen among the shareholders of the company as well as other persons. The management is directed by a chairman elected or appointed in compliance with the articles of association.
The management settles all matters connected with the company's activity, except those belonging to exclusive competence of the general meeting and the supervisory council.
The management is accountable to the general meeting and to the supervisory council and carries out their decisions.
- The management powers are determined by the articles of association of the company.
- The general meeting of the shareholders can restricted the powers of the management's members.
- The member of the management cannot be a member of the supervisory council.
Article 24
Financial-auditing commission of the company
- The financial-auditing commission is established in order to control (check) and audit the economical and financial activity of the company. Members of the financial-auditing commission are elected by the general meeting.
- The financial-auditing commission monitors the financial and economic activity of the company. The financial-auditing commission makes up its report based on the annual account and balance. Without such report (conclusion) of the financial auditing commission the general meeting of the shareholders cannot approve the annual account.
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The financial-auditing commission carries out the auditing of the financial and economic activity of the company in the following cases:
- on completion of the economic year;
- on demand from the general meeting of the shareholders;
- on demand from the shareholders who own one tenth of vote;
- on demand from the supervisory council and management;
- in other cases specified by the articles of association.
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