CABINET OF MINISTERS
Baku city, May 11th 2016
Approval of Articles of Association and structure of
“Azeravtoyol” Open Joint Stock Company
According to subparagraph 3.1.1 of Decree no. 828 dated March 9th 2016 of President of Azerbaijan Republic “About “Azeravtoyol” Open Joint Stock Company”, Cabinet of Ministers Azerbaijan Republic hereby resolves:
- To approve Articles of Association of “Azeravtoyol” Open Joint Stock Company (Annex 1).
- To approve structure of “Azeravtoyol” Open Joint Stock Company (Annex 2).
- To revoke resolution no. 180 dated November 15th 2007 of Cabinet of Minister Azerbaijan republic “About Articles of Association of “Azeryolservis” Open Joint Stock Company” (Collection of Laws of Azerbaijan Republic, 2007, No.11, Section 1182; 2013, No.6, Section 764; resolution no. 49 dated February 16th 2016 of Cabinet of Ministers of Azerbaijan Republic)
- This resolution shall come into force from the date of signing.
Deputy of Prime Minister of Azerbaijan Republic
Approved by resolution no. 188
dated May 11th 2016 of Cabinet of Ministers
Articles of Association of
“Azeravtoyol” Open Joint Stock Company
1. General provisions
1.1. “Azeravtoyol” Open Joint Stock Company (hereinafter – Company) is incorporating under and in accordance with Decree no. 1992 dated February 22nd 2007 of Azerbaijani President “About improving management in transport-road complex of Azerbaijan Republic”, Decree no. 1659 dated December 28th 2015 of Azerbaijani President “About amendments to Decree no. 1992 dated February 22nd 2007 of Azerbaijani President “About improvement of management in transport-road complex of Azerbaijan Republic” and Decree no. 826 dated March 9th 2016 of Azerbaijani President “About “Azeravtoyol” Open Joint Stock Company”.
1.2. All Company shares are government’s property.
1.3. Company perform its business in accordance with Constitution of Azerbaijan Republic, international agreements supported by Azerbaijan Republic, Civil Code of Azerbaijan Republic, other laws of Azerbaijan Republic, decrees and orders of Azerbaijani President, resolutions and decrees of Cabinet of Minister of Azerbaijan Republic, other statutory acts and this Articles of Association.
1.4. Management, office, representative office and branches of the Company, also its affiliates shall form structure of the Company.
1.5. Official name of the Company is:
Full name - “Azeravtoyol” Open Joint Stock Company;
Abbreviation- “Azeravtoyol” OJSC;
English version - “Azeravtoyol” Open Joint Stock Company;
English abbreviation - “Azeravtoyol” Open Joint Stock Company
1.6. Registered address of the Company: 2025th district, Rashid Ismayilov str., Bilajari settlement, Binagadi region, Baku city, Azerbaijan Republic.
2. Legal status of the Company
2.1. The Company is legal entity, and has independent balance, settlement account and other accounts in banks.
2.2. The Company has separate property, it takes responsibility with this property, entitled to conclude any acts, transactions, contracts in accordance with law, acquire and carry out on its behalf property and non-property rights, acts on behalf of plaintiff or respondent in the court.
2.3. The Company has own seal, stamps and blanks, emblem, logotype with Azerbaijani name and state emblem of Azerbaijan Republic and other distinctive marks.
2.4. Opening and closing offices, representative offices and branches, also affiliates, reorganization or termination of the Company in accordance with Civil Code of Azerbaijan Republic, this Articles of Association or other statutory acts.
2.5. Company can open, reorganize and terminate its branches, representative offices and affiliates in foreign states in necessary cases in connection with improvement and development of effectiveness of road infrastructure.
2.6. Country shall not be responsible for Company’s obligations and bear risk at the limit of shares owned by country for any damage in connection with Company’s activity.
2.7. Company shall not take any responsibility for any obligations of the country.
3. Main purposes and activities of Company
3.1. Main purposes of the Company are rendering services in automobile road industry of Azerbaijan Republic, designing, maintenance, reconstruction, repair, construction of automobile roads (hereinafter – automobile roads), bridges, tunnels and other road facilities, protection of automobile roads and road facilities and ensuring complex monitoring, also development of road infrastructure.
3.2. Company shall operate in following directions in accordance with these purposes:
3.2.1. designing, maintenance, reconstruction, repair, construction of automobile roads, bridges, tunnels and other road facilities, protection of automobile roads and road facilities and ensuring complex and individual monitoring;
3.2.2. developing programs for development and rebuilding of automobile roads and submitting them appropriate government agencies;
3.2.3. taking part in development of one, technical, financial, credit and intended investment policy in road industry;
3.2.4. developing offers for improvement of statutory acts in the normal course of business;
3.2.5. holding and ensuring tenders (events) about purchase of products (works and services) in connection with economic activity, according to law;
3.2.6. developing offers about development of business and submitting them to government authorities;
3.2.7. analyzing economic and financial condition of company, its offices, branches and representative offices, also affiliates and taking measures with purpose of improving effectiveness of their business;
3.2.8. compliance with environment safety norms during performance of economic activity, also ensuring protection of environment and health of people;
3.2.9. construction of protective forest areas and other green areas in dirt roads, ensuring reconstruction, protection measures;
3.2.10. solution of issues on staff training and improvement of their qualifications;
3.2.11. improving social protection and labor condition of Company employees, taking preventive measures;
3.2.12. ensuring protection of automobile roads, also bridges, tunnels and other road facilities;
3.2.13. ensuring mobilization and defense training of company, its offices, branches and representative offices, affiliates;
3.2.14. providing payment referring to appointment of assets entered from sources (assets of state budget, credits, grants, technical supports) in law to perform obligations of company;
3.2.15. taking measures to strengthen financial-technical base of road industry, ensuring effective use of it;
3.2.16. production and sale of raw materials necessary for road industry that available with purposes;
3.2.17. learning best practices in this field with purpose of development of road infrastructure, ensuring cooperation with organizations and certain authorities of foreign countries in accordance with law;
3.2.18. involving scientific organizations, companies, experts, including foreign experts on the basis of agreement in relation with economic activity;
3.2.19. taking measures about development of road industry;
3.2.20. approval for construction of buildings and facilities in land areas of automobile roads and monitoring over compliance with agreement conditions;
3.2.21. approval for construction of engineering communications over automobile roads, bridges, tunnels and other road facilities;
3.2.22. giving proposals in connection with development of international transport corridors from Azerbaijan Republic;
3.2.23. giving proposals to Cabinet of Ministers of Azerbaijan Republic about amendment in national and local automobile roads list;
3.2.24. giving written approval to apply adds and other boards in defense line of automobile roads and conclusion of appropriate agreements;
3.2.25. determining availability of standards to apply ads and other boards in defense line of automobile roads;
3.2.26. raising issues before government authorities about road areas with temporary restriction of action in automobile roads during natural disasters and emergency situations;
3.2.27. ensuring reconstruction of automobile roads and road facilities to prevent consequences of natural disasters;
3.2.28. taking measures for making expertise in the manner determined by urban planning and construction law of project and estimate documents in construction, reconstruction, repair and rebuilding of automobile roads, bridges, tunnels and other road facilities;
3.2.29. designing, construction, management, maintaining, protection of automobile roads, bridges, tunnels and other road facilities, carrying out work without obtaining license, when license is required to ensure current, medium and full repair, reconstruction works;
3.2.30. taking measures in accordance with law to maintain automobile roads, bridges, tunnels and other road facilities;
3.2.31. marking of protective lines;
3.2.32. giving technical conditions for performance of repair works and reconstruction of automobile road connections of roadside service areas;
3.2.33. taking part in accordance with law in tenders (events) for selection of designer and contractor to perform projects in connection with reconstruction and construction of automobile roads, bridges and other road facilities in Azerbaijan Republic and abroad;
3.2.34. technical and copyright control during performance of projects relating with reconstruction, repair, rebuilding and construction of automobile roads, bridges and other road facilities;
3.2.35. taking measures to participate in technical test of existing bridges and other road facilities, also involve qualified enterprises with purpose conducting technical test;
3.2.36. making offers for activities.
4. Share capital, property and profit of Company
4.1. Share capital of the Company shall consist of balance value of assets estimated in the manner determined by law and issued for ownership of Company by founder’s resolution.
4.2. Property of Company consists of main funds, turnover assets and other property and non-property assets. Property of the company shall be mentioned in its independent balance. Company shall be entitled to dispose of its property, also to issue such property from balance to balance, to lease or let.
4.3. Property value of the Company shall be mentioned in its balance.
4.4. Share capital of Company shall be 249993906 (two hundred forty nine million nine hundred ninety three thousand nine hundred six) AZN, consists of its shares at face value and 124996953 (one hundred twenty four million nine hundred ninety six thousand nine hundred fifty three) units paperless ordinary registered shares with face value of 2 (two) AZN.
4.5. Property of the company shall be organized in account of sources below:
4.5.1. property entered into share capital;
4.5.2. incomes from performance of financial-economic activity;
4.5.3. other legal sources;
4.6. Increasing and decreasing share capital of the company shall be in accordacen with Civil code of Azerbaijan Republic.
4.7. Share capital of the Company can be money, securities, property rights and other rights with cash value.
4.8. Company shall have right to collect profit obtained from activity of itself, affiliates, offices, branches and representative offices in centralized funds after payment of taxes and other obligatory payments hereof, and freely dispose of such assets.
5.Supreme management body of the company
5.1. Supreme management body of the company shall be general meeting of its shareholders.
5.2. Any issues referring to authorities of general meeting of shareholders of the company shall be solved in accordance with Decree no. 826 dated March 9th 2016 of Azerbaijani President “About “Azeravtoyol” Open Joint Stock Company”.
6. Executive body of the company
6.1. Board of Directors shall be executive body of Company.
6.2. According to Decree of Azerbaijani President and Civil Code of Azerbaijan Republic, Board of Directors shall solve all issues in connection with management of the Company, with exclusion of authorities issued for chairman of Company under this Articles of Association.
6.3. Board of Directors shall consists of five persons – chairman who appointed ad removed from office by President of Azerbaijan Republic and his two assistants, administration manager appointed by chairman of the company and chairman of Department for Maintenance and Repair of Automobile Roads.
6.4. Chairman of Company shall manage Board of Directors.
6.5. Board of Directors:
6.5.1. give report in accordance with Civil Code of Azerbaijan Republic;
6.5.2. give proposals to Cabinet of Ministers of Azerbaijan Republic for allocation of profits and damage, approval of profits and damage accounts, accounting balances, annual reports of the Company;
6.5.3. give proposals to Cabinet of Ministers of Azerbaijan Republic for any amendments in Articles of Association, structure and also share capital of the Company;
6.5.4. apply for Cabinet of Ministers of Azerbaijan Republic to pass resolution about conclusion of act with more than twenty five percent of net assets of the Company (special act), also conclusion of act with five percent or more assets of the Company with certain person upon independent author’s opinion;
6.5.5. pass resolution about conclusion of act with not more than five percent of assets of the Company with certain person;
6.5.6. approves annual working schedules of Company, and their performance report;
6.5.7. consider issues about availability of joint work with foreign companies;
6.5.8. give offers to Cabinet of Ministers of Azerbaijan Republic about creating development strategy for the company;
6.5.9. fix position salaries, extras, premiums, awards and other payments for employees of the company within salary fund;
6.5.10. pass resolutions about application of new technologies;
6.5.11. determine internal discipline rules of the company
6.5.12. determine authority of directors of structural divisions of company, offices, branches and representative offices, affiliates;
6.5.13. pass resolution about audit of financial economic activity of offices, branches and representative office, also its affiliates;
6.5.14. pass resolutions about capital investment to other legal entities of the company;
6.5.15. ensure payment referring to appointment of assets entered from sources (income from credits, grants, technical supports, performance of works, rendering services) in law to perform obligations of company;
6.5.16. perform right to dispose of property of company, its offices, branches and representative offices, also affiliates;
6.5.17. approve budgets of offices, branches and representative offices;
6.5.18. invest money whether in cash or property for joints projects of the company;
6.5.19. uses public lands allocated for the company, its offices, branches and representative offices, also its affiliates;
6.5.20. pass a resolution about establishment and liquidation of offices, representative offices and branches, also establishment, re-organization and liquidation of its affiliates;
6.6. Meeting of Board of Directors shall be authentic when more than half of its members participate in the meeting. Meetings of Board of Directors shall be recorded and pass resolutions about discussed issues. Those resolutions shall become effective upon signature of chairman of company.
6.7. Resolutions of the Board of Directors shall be adopted by simple majority of votes. In the event of a tie, vote of chairman of the company, if he is absent, chaired person’s vote shall be conclusive and binding.
6.8. Scientific-technical Council shall be created with administration of one of members of chairman within company, by involving highly qualified professionals and scientists on automobile roads, bridges and other road facilities in connection with improvement of scientific research, project-search, and construction-installations works of automobile roads.
7. Chairman of the Company
7.1. Chairman of the company will:
7.1.1. perform current management of the company;
7.1.2. give presentation to Azerbaijani President about appointment and revocation of deputies of chairman;
7.1.3. determine distribution of tasks among deputies of chairman;
7.1.4. organizes activity of Board of Directors of the company and approves its regulations;
7.1.5. take necessary measures for performance of obligations of Company, its rights and obligations;
7.1.6. act without power of attorney on behalf of the company also represent company in all government authorities, offices, enterprises and organizations, as well as international organizations;
7.1.7. approve limit of employees, their staff schedule, salary system and cost estimate;
7.1.8. ensure effective performance of company;
7.1.9. certify regulations of structural division of company, offices, branches and representative offices, Articles of Associations of affiliates, also document about management of the company (excluding cases in subparagraph 6.5.11 of this Articles), pass resolution about their necessary amendments;
7.1.10. approve structure and staff schedule of company administration, its offices, branches and representative offices, also its affiliates, appoint employees for company administration (excluding deputies of chairman), appoint and remove chairmen of branches and representative offices, affiliates and their deputies, chief engineers and chief accountants, apply motivating and discipline measures about them;
7.1.11. give presentation to certain authorities about conferring honor names and other awards to special employees;
7.1.12. control performance of resolutions adopted by the company;
7.1.13. conclude acts through consideration of subparagraphs 6.5.4 and 6.55 hereof (including with foreign companies) and ensure their performance;
7.1.14. issue power of attorneys, open settlement bank account and other accounts, sign account and payment orders;
7.1.15. give orders and decrees necessary for execution within authorities issued for him to manage company, to regulate current activity;
7.1.16. take appropriate measures relating with application of international finance, staff, supply and other management rules and standards in the company, its offices and representative offices, also in affiliates;
7.1.17. create commissions and working groups in accordance with business purposes;
7.1.18. pass resolutions about creation and application rules of centralized fund of the company;
7.1.19. settle disputes arising from relations between offices, branches and representative offices of the company, also its affiliates;
7.1.20. ensure work schedules of office, branches and representative offices, also affiliates of the company and ensure payment of costs on approved income and cost estimate;
7.1.22. take necessary measures for providing secrecy and confidentiality of its business.
7.2. Chairman of the company while performing its obligations, should act in good faith and professionally, and represent interests of country and company and prefer such interests more than his interests and be careful and take responsibility for duly performance of these obligations.
7.3. If chairman of the company cannot perform his obligations or be in vacation, his rights shall be performed in accordance with allocation of duties approved by chairman of the company.
8. Accounting, report and control in the Company
8.1. Company shall provide statistical accounting and reports according to law of Azerbaijan Republic “About official statistics”.
8.2. According to “Accounting law” of Azerbaijan Republic and “Rules of submission and publication of consolidated financial reports and annual financial reports of commercial organizations”, company shall make accounting, develop, provide and publish financial reports.
8.3. First financial year of company shall start from its official registration and end in December 31st of that year. The next financial year shall start from January 1st and end in December 31st.
8.4. Chairman or members of the board of directors, also managers of structural divisions of company (branches, representative office, office etc.) shall explain their performance and performance of certain persons in relation with act concluded with persons mentioned in articles 49-1.1.13 and 49-1.1.5 of Civil Code of Azerbaijan Republic, also their interest (its formation, capacity etc.) in relation with this act in accordance with articles 49-1.6 and 49.1.7.
8.5. The company shall provide monitoring of financial-economic activity of its offices, branches and representative offices, also its affiliates.
9.1. Company shall establish internal audit service. Employees of internal audit service, while performing their functions, shall have right to give independent assessment and rush to a conclusion in accordance with the law.
9.2. Employees of internal audit service of the company should have economic or legal education or university education in other fields, or have 4 years of experience in audit or in appropriate areas.
9.3. International audit service shall:
9.3.1. monitor activity of the company, its offices, branches and representative offices, also its affiliates compliance with laws of Azerbaijan Republic and availability to internal documents of company;
9.3.2. ensure regular monitoring of operations in all appropriate fields to certainly assess financial situation, economic activity of company;
9.3.3. provide chairman of company with information and offers about remedy of possible defects, also internal audit results;
9.3.4. ensure costs monitoring of willful assets that are included to the decree of company from legal sources to support company and perform obligations hereof;
9.4. All employees of the company shall have to provide necessary documents upon request of employees from internal audit, create necessary condition for performance of such obligations.
10. Independent (external) audit of company
10.1. Independent (external) audit of financial-economic activity of the company shall be performed in accordance with Civil Code of Azerbaijan Republic and Law of Azerbaijan Republic “About auditor service.
11. Mutual relations of company with its offices, branches
and representative offices, also affiliates
11.1. Mutual relations of company with its offices, branches and representative offices, also its affiliates shall be regulated in accordance with laws of Azerbaijan Republic, this Articles, also their regulations and internal documents of company.
11.2. Company shall have following authorities in mutual relations with its offices, branches and representative offices, also its affiliates;
11.2.1. to form management bodies of its offices, branches and representative offices, also its affiliates;
11.2.2. to agree with leasing of property of offices, branches and representative offices, also affiliates for legal and physical persons and renting any property by them;
11.2.3. to ensure monitoring of formation and reports of forecasts on economic activity of offices, branches and representative offices, also affiliates of company, give recommendations and offers about this issues;
11.2.4. to ensure final review of activities for offices, branches and representative offices, also affiliates of company;
11.2.5. to request indemnifications for company due to negligence of offices, branches and representative offices, also affiliates company;
11.2.6. to provide analysis and inspection of activities mentioned in section 8.5 hereof;
11.2.7. to provide establishment or liquidation, reorganization or termination of offices, branches and representative offices, also affiliates of company according to subparagraph 8.6.20 hereof.
12. Reorganization and termination of company
12.1. Any resolutions about reorganization and termination of the company shall be adopted by President of Azerbaijan Republic.
Note. Any amendments to these Articles shall be subject to request of Azerbaijani President.