Rules organizing Azerbaijan Caspian Shipping’s activities amended

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

To ensure the implementation of Decree of the President of the Republic of Azerbaijan No. 1174 of November 5, 2020, the order stipulates the following:

Section 2 and Paragraphs 3.1–3.3 of Presidential Order No. 213 of January 10, 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) shall be worded as follows:

“2. The exercise of the powers of the Company’s General Assembly is entrusted 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 Company’s Charter and structure, 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;
•    Decision-making on issuing Company-owned securities (bonds);
•    Decision-making on concluding a transaction (transaction of special significance) for an amount exceeding 25 percent of the value of the Company’s net assets, and a transaction based on the conclusion of an independent auditor with a related party, the value of which is equal to or more than 5 percent of the value of the Company’s assets”;
“3.1. To exercise general control and management over the Company’s activities, a Supervisory Board consisting of five members, including the Chairman, shall be established;
The powers of the Company’s Supervisory Board are as follows:
•    To approve the Company’s long-term development strategy;
•    To approve the Company’s cost-benefit calculation and monitor its implementation;
•    To make proposals to the General Assembly on concluding a transaction (transaction of special significance) for an amount exceeding 25 percent of the value of the Company’s net assets, and a transaction based on the conclusion of an independent auditor with a related party, the value of which is equal to or more than 5 percent of the value of the Company’s assets;
•    To approve transactions with related parties, the value of which is up to 5 percent of the Company’s assets;
•    To consent to the conclusion of transactions related to the management and privatization of the Company’s assets, considering the requirements of existing normative legal acts;
•    To approve the Company’s policy, internal rules, and regulations of branches and representative offices in different areas of activity;
•    To consent to the approval of the Company’s corporate structure and staff list;
•    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 Company’s Charter, and other normative legal acts of the Republic of Azerbaijan regulating relations in this field, considering Section 2 of this Order.”
The Cabinet of Ministers of the Republic of Azerbaijan will resolve issues arising from this order.

3.    Azerbaijan Investment Holding:
3.1. To approve, within six months, corporate management standards for managing Azerbaijan Caspian Shipping Closed Joint-Stock Company, as well as the system for evaluating the performance of the members of its governing bodies;
3.2. Within two months, and with the involvement of an international consulting company, to provide a compliance assessment of Azerbaijan Caspian Shipping Closed Joint-Stock Company's activities in the legal, financial, tax, and commercial spheres and inform the President of the Republic of Azerbaijan of the results;
3.3. Within two months after the completion of the compliance assessment provided for in Paragraph 3.2 of this order, to prepare and submit to the President of the Republic of Azerbaijan a draft of the new charter and structure of Azerbaijan Caspian Shipping Closed Joint-Stock Company for approval, depending on the assessment's results;
3.4. To resolve other issues arising from this order.