Presidential Order amends AzerGold establishment

President Ilham Aliyev signed an order amending Presidential Order No. 1047 of February 11, 2015, on the establishment of "AzerGold" Closed Joint Stock Company.

According to the order, Part 3 and clauses 4.1–4.3 of Presidential Order No. 1047 of February 11, 2015, on the establishment of AzerGold Closed Joint Stock Company (Legislative Collection of the Republic of Azerbaijan, 2015, No. 2, Article 179; 2016, No. 2 [Book II], Article 338, No. 8, Article 1384; 2019, No. 5, Article 890; 2020, No. 5, Article 602, No. 9, Article 1157) are amended as follows:“3. The exercise of the powers of the Company’s General Assembly is entrusted to:
3.1. The President of the Republic of Azerbaijan:
3.1.1. Reorganization and liquidation of the Company;
3.1.2. Appointment and dismissal of the members of the Supervisory Board and the executive body, including their heads;
3.2. Azerbaijan Investment Holding, upon agreement with the President of the Republic of Azerbaijan:
3.2.1. Approval of the Company's charter and structure and determination of the amount of charter capital;
3.2.2. Approval of the Company's annual reports, financial statements, and distribution of profits and losses;
3.2.3. Approval of the Company's dividend policy;
3.2.4. Decision-making on the issuance of the company's securities;
3.2.5. Decision-making on concluding a contract for an amount exceeding 25 percent of the value of the Company's net assets, and a contract with a related party with a value of 5 percent or more of the Company's assets, according to an independent auditor's opinion.”
“4.1. A Supervisory Board consisting of five members, including the Chairman, is established to carry out general control and management of the Company's activities.
4.2. The Board of Directors carries out the current management of the Company's activities.
4.3. The powers of the Company's Supervisory Board are as follows:
4.3.1. To approve the Company's long-term development strategy;
4.3.2. Approving the Company's cost and income estimate and controlling its implementation;
4.3.3. To make proposals to the General Assembly on concluding a contract (specially significant contract) for an amount exceeding 25 percent of the value of the Company's net assets, and a contract with a related party with a value of 5 percent or more of the Company's assets, according to the opinion of an independent auditor;
4.3.4. To approve contracts with related parties, the value of which is up to 5 percent of the Company's assets;
4.3.5. To consent to the conclusion of contracts related to the management and privatization of the Company's assets, considering the requirements of existing normative legal acts;
4.3.6. To approve the policies on separate fields of activity, internal rules, and the statutes of branches and representative offices;
4.3.7. To consent to the approval of the Company's corporate structure and staffing;
4.3.8. To establish the Audit Committee and other committees of the Company, to approve their charters, and to appoint and dismiss their leaders and members;
4.3.9. Taking into account Part 3 of this Order, to resolve other issues assigned 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.”

The Cabinet of Ministers shall resolve issues arising from this order.

Azerbaijan Investment Holding is instructed to:

• Approve, within six months, corporate management standards for managing AzerGold Closed Joint Stock Company, as well as the performance evaluation system for members of its management bodies;
• Ensure, within three months and with the involvement of an international consulting company (observing existing contractual obligations), a diagnosis of AzerGold Closed Joint Stock Company's activities in the legal, financial, tax, and commercial fields, and inform the President of the Republic of Azerbaijan of the results;
• Within three months after the completion of the diagnosis provided for in paragraph 3.2 of this order, prepare and submit to the President of the Republic of Azerbaijan a draft of the new charter and structure of AzerGold Closed Joint Stock Company for approval, depending on the diagnosis’s results;
• Resolve other issues arising from this order.