Amendments to organizing the activities of Azerbaijan Caspian Shipping CJSC

President Ilham Aliyev signed an order amending Presidential Order No. 213 dated the 10th of January 2014 “On the organization of the activities of Azerbaijan Caspian Shipping Closed Joint-Stock Company”.

In order to ensure the implementation of the Decree of the President of the Republic of Azerbaijan No. 1174 dated the 5th of November 2020, the Order decides as follows:

Order of the President of the Republic of Azerbaijan No. 213 dated the 10th of January 2014 “On the organization of the activities of Azerbaijan Caspian Shipping Closed Joint-Stock Company” (Collection of Laws of the Republic of Azerbaijan, 2014, No. 1, Article 26; 2016, No. 2 (Book 2), Article 348, No. 3, Article 448; 2020, No. 5, Article 601) Section 2 and Paragraphs 3.1 - 3.3 shall be given in the following wording:

“2. To entrust the exercise of the powers of the General Meeting of the Company to:

The President of the Republic of Azerbaijan:

• Reorganization and liquidation of the Company;
• Appointment and dismissal of the members of the Supervisory Board and Executive Body of the Company, including their heads;

Azerbaijan Investment Holding (in coordination with the President of the Republic of Azerbaijan):

• Approval of the Charter and structure of the Company, and determination of the amount of the Charter Capital;
• Approval of the Company’s Annual Reports and Financial statements, and allocation of profits and losses;
• Approval of the Company’s dividend policy;
• The adoption of a decision on issuing Company-owned securities (bonds);
• Making a decision to conclude a transaction (transaction of special significance) for an amount exceeding 25 per cent of the value of Company’s net assets, and a transaction based on the conclusion of an independent auditor with a relevant person, the value of which is equal to or more than 5 per cent of the value of Company’s assets”;

 “3.1. In order to exercise the general control and management over the activities of the Company, a Supervisory Board consisting of 5 members, including the Chairman, shall be established;

The powers of the Supervisory Board of the Company are as follows:

- To approve the long-term development strategy of the Company;

- To approve the cost-benefit calculation of the Company and monitor its implementation;

- To make proposals to the General Meeting on the conclusion of a transaction (transaction of special significance) for an amount exceeding 25 per cent of the value of Company’s net assets, and a transaction based on the conclusion of an independent auditor with a relevant person, the value of which is equal to or more than 5 per cent of the value of Company’s assets;

- To approve transactions with related parties, the value of which is up to 5 per cent of the Company’s assets;

- To give consent to the conclusion of transactions related to the management and privatization of the Company’s assets, taking into account the requirements of existing normative legal acts;

- To approve the policy, internal rules, as well as the regulations of branches and representative offices in different areas of activity;

- To give consent to the approval of the corporate structure and staff list of the Company;

- To establish the Audit Committee and other committees of the Company, to approve their regulations, to appoint and dismiss their heads and members;

- To resolve other issues referred to the powers of the Supervisory Board by the Civil Code of the Republic of Azerbaijan, the Charter of the Company and other normative legal acts of the Republic of Azerbaijan regulating relations in this field, taking into account Section 2 of this Order”.

The Cabinet of Ministers of the Republic of Azerbaijan will resolve the issues arising from this Order.

3. Azerbaijan Investment Holding:

3.1. To approve the corporate management standards for managing “Azerbaijan Caspian Shipping” Closed Joint-Stock Company, as well as the system for evaluating the activities of the members of its governing bodies within six months;

3.2.  With the involvement of an international consulting company, provide a compliance assessment of the results of the activities of the Azerbaijan Caspian Shipping Closed Joint-Stock Company in the legal, financial, tax and commercial spheres within two months and inform the President of the Republic of Azerbaijan of the results;

3.3.  After the completion of the compliance assessment provided for in Paragraph 3.2 of this Order, depending on its results, prepare and submit to the President of the Republic of Azerbaijan within two months a draft of the new charter and structure of “Azerbaijan Caspian Shipping” Closed Joint-Stock Company for his approval;

3.4. To resolve other issues arising from this Order.