Tamiz Shahar OJSC transferred to management of Azerbaijan Investment Holding - presidential order [UPDATE]

22 September 2021 17:42 (UTC+04:00)

Azerbaijani President Ilham Aliyev has signed an order to transfer Tamiz Shahar OJSC (Clean City) to the management of the Azerbaijan Investment Holding and regulating issues arising from this, on amending the decree of the President of Azerbaijan 'On Improving Household Waste Management' #2983 dated August 6, 2008.

According to the document, the composition of the Supervisory Board of Tamiz Shahar was approved and is as follows:

Chairman of the Supervisory Board - Mukhtar Babayev (Minister of Ecology and Natural Resources)

Members of the Supervisory Board

Samad Bashirli - Advisor to the Minister of Economy

Anar Novruzov - Deputy Chief Executive Officer of the Azerbaijan Investment Holding.

The Cabinet of Ministers of Azerbaijan was instructed to take the necessary measures to resolve issues arising from the transfer of Tamiz Shahar OJSC to the management of the Azerbaijan Investment Holding; resolve other issues arising from this order.

Azerbaijan Investment Holding has been instructed to approve corporate governance standards for the Tamiz Shahar management within six months, as well as to approve a system for assessing the activities of members of its management bodies; within four months, to ensure the diagnostics of the results of the company’s activities in the legal, financial, tax and commercial spheres with the involvement of an international consulting company and subject to the obligations of the existing agreement, and inform the President of Azerbaijan about the results; upon completion of the diagnostics, depending on its results, within two months, prepare a new charter and a draft structure of the company and submit it to the President of Azerbaijan for approval; resolve other issues arising from this order.

The Ministry of Economy was instructed to resolve issues arising from this decree.

In accordance with the decree, the following amendments are made to the decree of the President of Azerbaijan 'On Improving Household Waste Management' No. 2983 dated August 6, 2008:

in part 1, after the word "Company", the words "(hereinafter - the Company)" are added;

- in parts 2, 3 (in both cases) and part 4, where appropriate, the words "Open Joint Stock Company" Tamiz Shahar" are replaced by the word "Company ";

- part six is ​​given in the following edition:

6. Exercise of the powers of the general meeting in the Company is entrusted to the following persons:

6.1. To the President of the Republic of Azerbaijan:

6.1.1. Reorganization and liquidation of the Company;

6.1.2. Appointment and dismissal of members and the head of the Supervisory Board of the Company.

6.2. Azerbaijan Investment Holding, by an agreement with the President of the Republic of Azerbaijan:

6.2.1. appointment and dismissal of members of the executive body, its head, and deputies;

6.2.2. approval of the charter and structure of the Company, determination of the size of the authorized capital;

6.2.3. approval of annual reports, financial statements of the Company, distribution of profits and losses;

6.2.4. approval of the dividend policy of the Company;

6.2.5. making a decision on the issue of the Company's securities;

6.2.6. making a decision to conclude a transaction (transaction of special significance) in an amount exceeding 25 percent of the net asset value of the Company, as well as on the conclusion of an independent auditor to sign a transaction with a proper person, the value of which is 5 percent or more of the Company's assets.

6.4. part 6-1 is added as follows:

6-1. Establish that:

6-1.1. The general management and control over the activities of the Company is carried out by the Supervisory Board of 3 (three) members, including the chairman;

6-1.2. The powers of the Supervisory Board of the Company are as follows:

6-1.2.1. Approval of the long-term development strategy of the Company;

6-1.2.2. Approval of the estimate of expenses and income of the Company and control over its execution;

6-1.2.3. Submission to the general meeting of proposals to conclude a transaction (a transaction of special significance) in an amount exceeding 25 percent of the value of the Company's net assets, as well as, upon the conclusion of an independent auditor, to sign a transaction with a relevant person, the value of which is 5 percent or more of the Company's assets;

6-1.2.4. approval of transactions to be concluded with the relevant person, the value of which is up to 5% of the Company's assets;

6-1.2.5. taking into account the requirements of existing regulatory legal acts, granting permission to conclude transactions related to the transfer to management and privatization of the Company's assets;

6-1.2.6. approval of the policy, internal rules for certain areas of the Company's activities, as well as the Regulations of its branches and representative offices;

6-1.2.7. granting permission to approve the corporate structure and staffing table of the Company;

6-1.2.8. creation of the Audit and other committees of the Company, approval of their Regulations, appointment and dismissal of their leaders and members;

6-1.2.9. taking into account part 6 of this order, the solution of other issues referred by the Civil Code of Azerbaijan, the charter of the Society and other normative legal acts of Azerbaijan regulating relations in this area, to the powers of the Supervisory Board;

6.5. Clauses 7.2 - 7.5 are canceled.

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