“Baku International Sea Trade Port” was removed from the responsibility of the Ministry of Transport, Communications and High technologies of the Republic of Azerbaijan.

News | 04.02.2021

President Ilham Aliyev signed an order amending Presidential Order No. 1121 of the 18th of March 2015 on the establishment of “Baku International Sea Trade Port” Closed Joint-Stock Company.

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. 1121 dated the 18th of March 2015 “On the establishment of Baku International Sea Trade Port Closed Joint-Stock Company” (Collection of Laws of the Republic of Azerbaijan, 2015, No. 3, Article 316; 2016, No. 2 (Book 2), Article 339; 2017, No. 8, Article 1521; 2020, No. 5, Article 602) shall be amended to read as follows:

- In Section 1, the words “under the Ministry of Transport, Communications and High Technologies of the Republic of Azerbaijan” shall be removed;

- Section 3 shall be given in the following wording:

“3. 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”;

Section 3-1 shall be added to read as follows:

“3-1. It shall be determined that:

- In order to exercise the general control and management over the activities of the Company, a Supervisory Board consisting of 3 members, including the Chairman, shall be established;

The powers of the Supervisory Board of the Company shall be 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 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, and 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 the relations in this field, taking into account Section 3 of this Order”.

The Cabinet of Ministers of the Republic of Azerbaijan shall resolve the matters issuing from this Order.

Azerbaijan Investment Holding:

- Within six months to approve the corporate management standards for managing “Baku International Sea Trade Port” Closed Joint-Stock Company, as well as the system for evaluating the activities of the members of its governing bodies;

- With the involvement of an international consulting company, provide a compliance assessment of the results of “Baku International Sea Commercial Port” Closed Joint-Stock Company’s legal, financial, tax and commercial activities within two months and inform the President of the Republic of Azerbaijan on the results, subject to compliance with existing contractual obligations;

- After completion of the compliance assessment provided for in Paragraph 3.2 of this Order, prepare and submit to the President of the Republic of Azerbaijan for approval within two months the draft Charter, structure and proposals on the amount of Charter Capital of “Baku International Sea Trade Port” Closed Joint-Stock Company;

- To resolve other issues arising from this Order.