APPROVED
by Extraordinary General
Meeting of Shareholders of
“Xalqaro Hamkorlik Markazi” JSC
August 7, 2014
Chairman of the General
Meeting of Shareholders
______________ O. Egamberdiyev
REGULATION
on Board of
Joint Stock Company
“XALQARO HAMKORLIK MARKAZI”
(redrafted)
Tashkent – 2014
I. GENERAL PROVISIONS
1.1. This Regulation is prepared according to Law of the Republic of Uzbekistan “On
Joint Stock Companies and Protection of Shareholders’ Rights” (redrafted) No.ZRU-370 dated
06.05.2014 (hereinafter referred to as the Law), Model Regulation on Executive Board of Joint
Stock Company approved by the Resolution of the Cabinet of Ministers of the Republic of
Uzbekistan No.361 dated 22.08.1998 and Articles of Incorporation of “Xalqaro Hamkorlik
Markazi” JSC (hereinafter referred to as the Company).
The Regulation determines status and regulates activity of the Company Board,
procedure of appointment of its members, as well as their rights and duties.
1.2. The issues not specified in this Regulation shall be regulated by applicable
legislation.
II. THE COMPANY BOARD FORMATION PROCEDURE
2.1. The Company Board shall administer operational activities of the Company.
Numerical composition of the Board shall be determined by the Company Supervisory Board
based on and within the estimate of sales, general and administration expenses accepted in
accordance with the procedure established by the General Meeting of Shareholders.
2.2. Election (appointment) of the Chairman of the Company Board and early termination
of the powers shall be executed by resolution of the General Meeting of Shareholders.
2.3. Election (appointment) of the Company’s Board members (except for Chairman
thereof), early termination of the powers shall be executed by resolution of the General Meeting
of Shareholders.
2.4. Resolution on election of the Chairman and members of the Company Board shall be
made by simple majority of votes.
2.5. Associate members of the Company Board shall be considered personally and
approved by the Supervisory Board. Associate member of the Board shall inform the Company
of criminal prosecution facts.
The Chairman of the Supervisory Board shall, in presentation of various associate
members of the Company Board, inform of contract award conditions, amount of remuneration
for managerial activity and nominee’s consent to contract conclusion confirmed by the personal
application of nominee.
2.6. Associate members of the Company Board have the right to attend meeting of the
Supervisory Board in consideration of their nominees.
2.7. Rights and duties of the Chairman and members of the Company Board are specified
in the Law, other legislative acts, Articles of Incorporation of the Company and annual contract
to be concluded by each of them with the Company with annual decision making on its
prolongation or termination. The contract shall be signed by the Chairman of the Supervisory
Board on behalf of the Company, or by person authorized by the Company Supervisory Board.
The contract to be concluded with the Chairman of the Company Board shall provide obligations
on improvement of the Company operating efficiency and period for reporting to the General
Meeting of Shareholders and the Company Supervisory Board on progress of the Company’s
annual Business Plan.
2.8. The Company Supervisory Board has the right to termination (cancellation) of
contract with members of the Company Board in case of their breach of contract.
The Company Supervisory Board has the right to early termination (cancellation) of
contract with members of the Company Board in case of their major violation of the Articles of
Incorporation of the Company or infliction of losses to the Company by their action (omission).
III. COMPANY BOARD COMPETENCE AND COMPOSITION
3.1. The Company Board competence includes all issues regarding management of the
Company’s operational activities, except for issues referred to competence of the General
Meeting of Shareholders or the Company Supervisory Board.
3.2. Numerical composition of the Board shall be determined based on the principle of
maximum possible fulfillment of managerial functions by single employee, slim down the
managerial staff machinery, liquidation of duplicate elements in production control and related
reduction in managerial expenses.
3.3. The following persons are entitled to be a member of the Company Board:
 Deputy Chairman of the Board, Chief Accountant, Chief Engineer and other main
specialists;
 Managers – heads of the main production departments;
 Other specialists providing primary areas of the Company business.
3.4. Combination of the Company Board Chairman function with position in management
bodies of other organizations is allowed only with consent of the Company Supervisory Board.
3.5. Members of the Board shall act within the competence to be defined by job
description, conditions of concluded labour contract and resolutions of the General Meeting of
Shareholders, the Supervisory Board, the Company Board and instructions of the Board
Chairmen.
Material incentive of the Chairman and members of the Company Board shall be
implemented depending on the Company operating efficiency.
3.6. According to this Regulation, the Chairman of the Company Board has the right to
make proposals on additional associate members of the Company Board due to changes in the
Company’s activity and for other reasons.
IV. THE CHAIRMAN OF THE COMPANY BOARD
4.1. The Chairman of the Company Board has the right:
 To act on behalf of the Company without power of attorney, represent its interests in
relations with other organizations and agencies;
 To enter into agreements and contracts, including labour contracts;
 To issue power of attorneys;
 To open settlement and other accounts in banks;
 To appoint the branch manager or the Company representative office;
 To approve staff and make its staffing;
 To issue orders and instructions binding on all employees of the Company.
4.3. Duties of the Board Chairman:
 Management of operational activities of the Company within the competence, except
for issues referred to competence of the General Meeting of Shareholders and the
Supervisory Board, providing its effective and steady operation;
 Ensuring execution of resolutions of the General Meeting of Shareholders and the
Company Supervisory Board;
 Ensuring effective interaction of the Company structural subdivisions;
 Ensuring performance of the company contractual obligations;
 Ensuring reception of profit in the amounts required for development of production
and social services;
 Management of development of programs and business plans of the Company
development, organization and supervision over their implementation;
 Ensuring compliance with the legislative requirements in the Company business;
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Ensuring organization, proper condition and authenticity of accounting and reporting
in the Company, timely submission of annual report and other financial statements to
relevant agencies, as well as data on the Company business to be forwarded to
shareholders, creditors and other data receivers. The Board Chairman shall quarterly
report to the Supervisory Board on progress of annual Business Plan;
Unencumbered submission of the documents on financial and economic activities of
the Company upon request of the Supervisory Board, the Company Revision
Commission or Company Auditor;
Ensuring completeness and timeliness of submission of the state statistical reporting
to relevant agencies;
Preservation of the Company trade secret information unless transferring of such
information to the third parties is included in the scope of duties. List of the
Company trade secret data shall be determined by the Supervisory Board;
Ensuring preservation of official or trade secret information by the Company
employees;
Organization of meetings of the Board, signing of documents on behalf of the
Company and minutes of the Board meetings;
Taking measures for provision with qualified personnel according to the best use of
knowledge, qualification, experience and capabilities of the Company employees;
Maintaining of labour discipline and implementation practice;
Ensuring observation of the social and labour protection of the Company employees;
Ensuring participation of the Board members in collective bargaining. Speak in the
capacity of employer in conclusion of collective agreements and contracts;
Submission within the prescribed time limits to the General Meeting of Shareholders
and the Company Supervisory Board of status reports within the competence;
Observance of all shareholders’ rights to receiving the information provided by
applicable legislation, to attend general meetings of shareholders, to distribution and
payment of dividends;
Observance of internal documents, applicable legislation and other regulatory
instruments.
4.4. Specific rights and duties of the Chairman of the Company Board shall be stipulated
in concluded contract.
V. PROCEEDINGS OF THE COMPANY BOARD
5.1. Meetings of the Company Board shall be held as and when necessary, but at least
once every three months. The issues to be submitted by the Board to resolution of the
Supervisory Board or the General Meeting of Shareholders shall be discussed preliminary at the
meeting of the Company Board in a mandatory manner. Standpoint of the Company Board shall
be reported and pressed at the Supervisory Board and the General Meeting of Shareholders by
the Board Chairman or authorized Board member.
5.2. Meetings of the Company Board shall be arranged by the Board Chairman or by one
of the deputies depending on pertaining of considered issues.
5.3. The Chairman of the Company Board shall arrange keeping of minutes of the
Company Board meetings. Extracts from the minutes of the Board meetings shall be issued:
 To the Chairman of the Supervisory Board and the Chairman of Revision
Commission in a mandatory manner;
 Upon request of other officials and auditor only upon authorization of the Board
Chairman;
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To other persons and agencies (including stage agencies) in cases provided by
applicable legislation.
VI. RESPONSIBILITY OF THE COMPANY BOARD MEMBERS
6.1. If member of the Board is financially interested in the transaction one party of which
is the Company he/she shall inform of his/her interest prior to decision-making and he/she has no
right to participate in discussion of specified issue and in voting.
6.2. Members of the Board shall not use their rights granted by their official position for
the purposes and in the interests of legal entities and physical persons with whom they are in
contractual relations.
6.3. Members of the Company Board shall not allow actions on deriving the personal
benefits from the Company assets management.
6.4. Members of the Company Board have no rights, during their work in their capacity,
to form or take part in formation of enterprises activities of which cause difficulties in sales of
products or provision of the Company services. The Board member shall suspend his/her
participation in similar enterprises when assigning to position in the Company and shall inform
the Company Supervisory Board of such suspension.
6.5. Members of the Company Board bear responsibility before the Company for loss
inflicted as a result of non-performance or improper performance of function to the fullest extent
on indemnity for lose inflicted to the Company in accordance with the applicable legislation of
the Republic of Uzbekistan and Articles of Incorporation of the Company.
6.6. Members of the Board not participated in voting or voted against resolution that
entailed the Company losses shall not bear responsibility.
6.7. The Company or shareholder(s) being owner at least one percent of outstanding
shares of the Company have the right to file an action with the Court against the Chairman or
members of the Supervisory Board for compensation paid for losses inflicted to the Company.