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Национальная Холдинговая Компания “Узбекнефтегаз”

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The Provision on The Board Management of NHC «Uzbekneftgaz»

Approved minutes of general meeting of NHC “Uzbekneftgaz” from 30.06.2014y., with amendments to the minutes of General meeting of shareholders of NHC "Uzbekneftgaz“from27.06.2015y.

The Regulations

on The Board Management of NHC “Uzbekneftgaz”

1 General regulations

1.1 Current regulation determines the status and regulates job of the excutive bodis of NHC"Uzbekneftgaz", further it determines the procedures of assigning it’s members as well as each member’s responsibilities. The Board of Company is featured collegially.

1.2 The Regulations was established according to the law of the Republic of Uzbekistan “About joint-stock companies and protection of the rights of shareholders”, resolutions of the President of Republic of Uzbekistan on 21th of August in 2006 y. №PP-446 “Measures aimed at developing of the organizing activities of National Holding company “Uzbekneftgaz” from on 8th of September 2006y. №PP-461 "On the approval of model rules of an executive managing membership of National Holding Company "Uzbekneftgaz "and according to the Charter of Company.

The procedure of The Board formation.

2.1 The composition of the Board management is defined according to resolutions of the President of Republic of Uzbekistan on 21th of August in 2006, in five executive administration members: A chairman, First Deputy Chairman, three deputy chairmen.

2.2. The chairman of Board executive and his deputies are assigned by the resolution of the Government of Republic of Uzbekistan ,which are proposed by executive members of the Board with agreement of President of Republic of Uzbekistan.

2.3. The reviewing the candidate for the positions of an executive Chairman and his Deputy of the Board is implemented in the personnel order. The Candidate shall inform about a criminal prosecution and other obligations. By proposing the candidate to the executive members, The Chairman informs about the conditions of employment agreement conclusion, with amount of remunerations for managing activity and also informs about employment agreement conclusion, confirmed by the candidate’s personnel statement.

2.4. After confirming by Cabinet of Ministers of Republic of Uzbekistan, proposed by the Board Executives, the candidates for the composition of management, the employment agreement is signed with each candidate, in the Executive Board members including Deputy for performance of obligations according to the position.

2.5. The issue of employment agreement conclusion with members of the Board not including the Chairman of the Board can be delegated by Board members of the Company to the Chairman of the Board.

2.6. The membership and the terms of the employment agreement can be voted out of the position at the same time, can be terminated the employment agreement for an infraction of charter. The decision of voting out of membership and termination with him an employment agreement are taken by majority votes of the Board executives of the Company and are confirmed by Cabinet of Ministers of Republic of Uzbekistan.

2.7. The employees of the executive office of the Company are assigned and resigned by the Chairman of the Board according to proposal of the head of the main department which is Deputy Chairman of Human Recourses.

2.8. Election (appointment) of the Chairman of the board is hold by general meeting of shareholders, and precisely by members of Board of governors of NHC. Hereby, the resolution on election (appointment) of the Chairman of Company Board is adopted, usually, on the basis of competitive selection in which foreign managers can participate.

3 Compliances and Company composition of management

3.1 The executive establishment of the Board is considered to be a body of Board of governors, providing maintenance, control and executing of the decisions taken by Board of governors of the Company. 3.2 Board of the Company consists of 5 persons: ---Chairman of the Board; The chief of head department — the First Deputy Chairman; — three chiefs of head department — the vice-chairman. 3.3 Board members act within the competence determined by the job description, terms of contracts signed with them, resolutions of Board of governors of the Company, Board and chairman’s guidance.

4 Chairman of the Board

4.1 The resolution of Cabinet council of the Republic of Uzbekistan of DD 15,1998y No. PKM-523 “On matters of the organization and activities NHC “Uzbekneftgaz” determined that the Chairman of the board and his deputies are confirmed to the position due to the decision of the Government of the Republic of Uzbekistan according to Board of governors’ representing and in coordination with the President of the Republic of Uzbekistan. On behalf of the Company, the chairman of the board of governors signs the employment contract with it.

4.2. The chairman of the board independently resolves all issues of activities of the Company, except for the issues, pertaining to exclusive competence of Board of governors.

4.3. The chairman of the board has the right:

— without power of attorney to act on behalf the Companies, to represent its interests in relations with other organizations and bodies;

— to dispose of property and financial means within the framework , stated by the Charter or stated in other document of the Company;

— to sign agreements and contracts, including employment;

— to issue powers of attorney;

— to open in banks settlement and other accounts;

— to issue the orders and instructions obligatory for his al subordinate workers;

— to approve and recruit personnel staff according to the structure of executive office approved by solutions of Board of governors;

— to appoint conducting internal investigation in the Company concerning supply issues of an economic safety and the violation of security measures on objects and safety of National Security Information and commercial confidentiality, the facts of emergencies and prerequisites to them. To involve for this purpose necessary experts of an industry. To approve results of investigations with obligatory execution of conclusions on them all officials and the entities of the Company. According to the Law of Uzbekistan. To transfer the received materials to the controlling and law enforcement agencies of the republic; ---- to establish and control accomplishment of single regulations (the code of corporate ethics) at all entities of an industry;

— to determine The Board compulsory consultation order of candidates for positions of executive offices of joint stock companies, societies and the entities of an industry pursuant to stock-list by NHK “Uzbekneftegaz”.

4.4. Obligations of the Chairman of the board:

— implementation within the competence of a management of the current activities of the Company, except for the matters pertaining exclusive competence of Board of governors of the Company, ensuring its effective and steady functioning;

— maintenance, control and accomplishment of the decisions taken by Board of governors;

— ensuring effective interaction of production units, production facilities and other structural divisions of the Company;

— ensuring accomplishment of contractual commitments of the Company;

— ensuring profit earning in the sizes necessary for development of production and the social sphere;

— manual of development of programs and business plans of enhancing of the Company, organization and control of their execution;

— ensuring compliance with the legislation requirements of the Company;

— providing a proper condition and reliability of financial accounting and the reporting in the Company to the organization timely provision of the annual report and other financial reporting in relevant organs, and also the data on activities of the Company sent to shareholders, creditors and other receivers of data;

— free unhampered providing documents on financial and economic activities of the Company upon the demand of Board of governors, Audit committee of the Company or the company auditor;

— ensuring completeness and timely supplying the state statistical reporting in relevant organs;

— preserving information which is a trade secret of the Company if transferring of such information to the third parties is is not included to his responsibilities;

— ensuring preserving information which is an official or trade secret, employees of the Company;

— the organization of holding meetings of joint Board of the Company, signing of documents on behalf of the Company and protocols of board meetings;

— taking measures of providing qualified personnel to the Company, to the best use of knowledge, qualifications, a work experience and employees abilities of the Company;

— maintenance of labor and technological discipline;

— ensuring followings with social guarantees and labor protection of employees of the Company;

— ensuring participation of representatives of Board in collective bargaining. A performance as the employer in case of the conclusion of collective agreements and agreements. Accomplishment of liabilities according to the collective agreement;

—— observance of internal documents, current legislation and other regulations.

4.5. The specific rights and obligations of the Chairman of the board are mentioned in the employment contract.

5.MONITORING PROCEDURE OF BOARD

5.1. Board meetings of the Company are held on an as-needed basis.

5.2. Board meetings of the Company are held by the Chairman of the board or one of his deputies for accessory of considerated issues.

5.3. Functions of the secretariat of Board are assigned at the administration of the Company.

5.3. The secretary of Board of the Company takes the minutes of board meetings of the Company.

Minutes of board meetings are issued:

To the chairman of the board of governors and the head of Audit committee according to their requirement;

to other persons and bodies (including state) in the cases of mentioned in the current legislation.

6. RESPONSIBILITY OF BOARD MEMBERS COMPANIES

6.1. The board member is obliged to inform the Company, in case of its affiliation in making of the transaction by the Company, by forwarding the written notice with detailed specifying of informations on the expected transaction, including data on the persons participating in the transaction, a subject of the transaction, essential terms and conditions relevant to the agreement.

Affiliation of the board member of the Company is determined according to requirements of chapter 9 of the Law of the Republic of Uzbekistan “About joint-stock companies and protection of shareholder rights”

6.2. Board members of the Company bear responsibility to the Company for the damage caused as consequent of non-execution or improper execution of the functions by them, in full on compensation of the damage caused to the Company according to the current legislation of the Republic of Uzbekistan, the Company charter and Current Provision.

6.3. Hereby the Board members, who did not participate in vote or voting against the decision which entailed causing the Company of losses don’t bear responsibility

The Regulations on The Board Management of NHC “Uzbekneftgaz”

Last change: 26.12.2016

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