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It is confirmed by the report of
session of the Commission on
increase of efficiency of activity of
joint-stock companies and to
perfection of system of corporate
governance
From 12/31/2015 № 9
THE C O R P O R A T E
GOVERNANCE CODE
THE MAINTENANCE:
I.General provisions……………………………………………..……………………………….3
II.Maintenance of a transparency of activity……………………………..…………………….4
III.Introduction of mechanisms of effective internal control ………………..…….………..…6
IV.Maintenance of realisation of the rights and legitimate interests of shareholders..........8
V.Definition of strategy of development and problems on long-term prospect…………….12
VI.Introduction of mechanisms of effective interaction of the executive office with
shareholders and investors…………………………………………………………………...…13
VII Conflict of interests…………………………………………………………………………...15
VIII. Introduction of typical organizational structure…………………………………………..16
IX. The Publication of the information on the basis of the international standards of audit
and the financial reporting……………………………………………………………..……….16
X.Monitoring of introduction of recommendations of the code ……………………………..17
XI.Final provisions……………………………………………………………………………….19
Appendices……………………………………………………………………………………….20
Recommended actions by the joint-stock To societies on preparation and Code
introduction Corporate governance……………………………………………………………20
Form of the message on acceptance by the joint-stock company of recommendations of
the Code of corporate governance in the activity……………………………………………23
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I. GENERAL PROVISIONS
1. The present code corporate (further - the Code) contains the
recommendation to which joint-stock companies follow voluntary, showing the
adherence to fair and transparent business dealing.
2. The code is based on the legislation of Republic Uzbekistan and the
international principles of corporate governance.
3. With a view of the present Code corporate governance is understood as
system of mutual relations between a joint-stock company executive office
(further - joint-stock company), its supervisory board, shareholders,
representatives of labour collective and other interested parties, including
creditors, with a view of achievement of balance of interests of the specified
persons for maintenance of the effective organisation of activity of joint-stock
company, modernisation, technical and technological reequipment of capacities,
release of competitive production and its export on foreign markets.
4.
The code represents the arch of recommendations about key
directions for the effective organisation of work of controls of joint-stock
company.
5. The code is developed on the basic principles of appropriate
management including the accountability, a transparency, reliability, observance
high morally-ethical principles and orientation to maintenance of a sustainable
development of joint-stock company in long-term prospect, modernisation,
technical and technological reequipment of capacities, release of competitive
production.
6. The
Decision
on
obligation
acceptance
to
To Code recommendations is accepted
by General
Shareholders simple majority of votes.
3
follow
meeting
7. Joint-stock companies can carry out intracorporate actions on
introduction of recommendations of the Code taking into account the branch
specificity and features of activity.
8. In case of impossibility of observance of separate recommendations of
the Code, the joint-stock company in detail opens its reasons in mass media,
following the international principle "comply or explain (' observe or explain ").
9.
Recommended
sequence
On preparation, introduction and monitoring
recommendations
The code it is resulted in the appendix №1.
of
of
actions
introduction of
10. The joint-stock company opens the information on obligation
acceptance
To follow recommendations of the Code by the message publication
In the form according to the appendix №2.
11. The Publication of the information on obligation acceptance
To follow recommendations of the Code and its observance
It
is
carried
out
in
mass
media,
including
On a corporate web site of joint-stock company in a network the Internet
(further
a
joint-stock
company
site)
and a stock exchange site, and also in other sources, which
are provided by the legislation for information disclosing.
II. MAINTENANCE OF THE TRANSPARENCY OF ACTIVITY
12. For maintenance of a transparency of activity, joint-stock company:
Define clear criteria of reference of the information to categories of the
confidential information, a trade secret, and also data which can affect change of
the price of actions;
Russian and other languages, convenient to shareholders and other
interested parties, including foreign investors provide the publication of the
information subject to obligatory disclosing about joint-stock company, on a site
of joint-stock company and in other sources provided by the legislation, with
translation into English;
4
Open at general meeting of shareholders rate of commission and
executive office indemnifications;
Publish on a site of joint-stock company of data on an executive office
and an estimation of efficiency of its activity, about structure of a share capital
of joint-stock company (shareholders from shares over 20 %);
Publish substantiations of offered distribution of net profit, the size of
dividends, an estimation of their conformity accepted in joint-stock company
dividend to the politician, and also, in case of need, explanatories and economic
justifications of volumes of a direction of a certain part of net profit for needs of
development of joint-stock company;
Represent to reasonable terms on request of shareholders other
information on joint-stock company (except for the confidential information, a
trade secret) which is necessary for shareholders and investors.
13. For maintenance of a transparency of the activity the joint-stock
company supervisory board confirms «Position about the information policy»
which contains:
The purposes and principles of disclosing of joint-stock company of the
open information;
The list of the information which are subject to obligatory disclosing on a
site, terms and order of their disclosing, including information channels through
which disclosing, and disclosing forms should be carried out;
Executive office obligations on disclosing of the information subject to
disclosing about joint-stock company;
Information interchange order between members of controls, officials,
workers of joint-stock company with shareholders and investors, other interested
persons, and also representatives of mass media;
Measures on maintenance of control over observance of an information
policy of joint-stock company.
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14. Position about the information policy is obligatory for observance by
controls, control of joint-stock company and its workers.
III. INTRODUCTION OF MECHANISMS OF
EFFECTIVE INTERNAL CONTROL
15. With a view of introduction of mechanisms of effective internal
control, joint-stock company:
Reflect in position about the requirement supervisory board on inclusion
in its structure of independent members;
Delegate to the right supervisory board by definition of an order,
conditions of rendering (reception) and decision-making about charitable
(sponsor's) or free aid only in the limits established by general meeting of
shareholders and the legislation, with disclosing of the information on it for all
shareholders;
Carry out under the decision of general meeting of shareholders the
annual analysis of conformity of business processes and projects to the purposes
of development of joint-stock company with attraction of the independent
professional organisations - advisers;
Establish an overall objective of the organisation of system of internal
control of joint-stock company maintenance of protection of the rights and
legitimate interests of all shareholders, including minority;
Provide consideration by general meeting of shareholders of a question by
definition of the transactions connected with current economic activities of jointstock company, for independent fulfilment by an executive office of transactions
with affiliated persons and large transactions;
Allocate service of internal audit of joint-stock company with powers on
realisation of internal control, including over the operations spent with legal
bodies, more than 50 which % of an authorised capital stock belong to jointstock company;
6
Define a voting procedure on behalf of joint-stock company of its
representatives in controls of the enterprises which are a part of joint-stock
company;
Give to the person who was taking part in general meeting of shareholders
of joint-stock company, possibility of product at the expense of such person of a
copy of the bulletin filled with it;
Demand from an executive office of joint-stock company of regular
reports on the done work and achievement of indicators of activity of the
enterprises which are a part of joint-stock company, confirmed by their business
plans;
Develop and confirm an order of interaction of bodies of internal control
of joint-stock company (a revision committee and service of internal audit) with
the supervisory board, general meeting of shareholders, committee of minority
shareholders (at presence) and shareholders;
16. For introduction of mechanisms of effective internal control in jointstock company, general meeting of shareholders confirms «Position about
internal control» which contains:
Requirements to structure and qualification of members of bodies of
internal control of joint-stock company;
Structure and the regulations of formation of reports on system of internal
control;
Order of attraction of the independent professional organisations advisers for an estimation of system effectiveness of internal control in jointstock company;
The description of mechanisms of monitoring of work of bodies of
internal control, procedure of payments of indemnifications and the
compensations paid to their members.
17. Position about internal control is obligatory for observance by
workers of joint-stock company, members of its controls and control.
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18. Joint-stock companies include in structure of the supervisory board
not less than one independent member (but not less than 15 % from the quantity
of members of the supervisory board provided by its charter), according to
position requirements about the supervisory board.
19. Independent members of the supervisory board of joint-stock
company persons, which can be:
(i) Did not work in joint-stock company, its affiliated or affiliated
enterprises, within last 5 years;
(ii) Are not connected with the companies rendering advisory services of
joint-stock company, its affiliated or affiliated to the enterprises;
(iii) Are not connected with the significant client or the supplier of jointstock company, its affiliated or affiliated enterprises;
(iv) Have no personal contracts on service from joint-stock company, its
affiliated or affiliated enterprises;
(v) Are not a member of a family of the person which is or was within
last 5 years, the executive of joint-stock company, its affiliated or affiliated
enterprises;
(vi) Are not the supervising person of joint-stock company (or a member
of a group of persons and-or the organisations who collectively carry out control
over joint-stock company);
(vii) Are not connected with joint-stock company civil-law contracts and
are not the worker of the principal shareholder of joint-stock company or higher
branch department (company).
IV. MAINTENANCE OF REALIZATION OF
THE RIGHTS AND LEGITIMATE
INTERESTS OF SHAREHOLDERS
20. For maintenance of realisation of the rights and legitimate interests of
shareholders, controls and joint-stock company control:
Simplify for shareholders communication with joint-stock company,
having specified in a site of joint-stock company of the address on which written
or electronic inquiries, including the information on change of a contact
information of shareholders and bank details can go;
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9
Create for shareholders who cannot personally take part in general
meeting of shareholders, possibility and conditions for voting by e-mail (with
acknowledgement by the electronic digital signature), and also by delegation of
the powers to the representative, or general meeting carrying out in a video
conferencing mode;
Develop position about dividend policy of the joint-stock company,
opening the transparent mechanism of calculation of dividends;
Provide in Position about general meeting of shareholders granting to
shareholders, before carrying out of general meeting of the shareholders, the
necessary information under the agenda, including a position of the supervisory
board concerning the general meeting agenda;
Can involve independent experts for rendering of practical assistance
revision commission or performance of its functions (for example, the
investment adviser and other professional participants of a securities market);
Define (appoint) the worker or the division responsible for interrelation
with shareholders and investors;
Give in the charter the right to owners not less than 1 % of simple actions
of joint-stock company, to demand convocation of session of the supervisory
board and to make offers under the agenda, profit distribution, nominees in
members of controls and control, with possibility of their replacement before
carrying out of general meeting of shareholders;
Provide in the separate internal document of joint-stock company,
possibility for shareholders, including minority, on the conclusion of joint-stock
agreements, for formation of their joint position at voting;
Pay expenses on the maintenance of committee of minority shareholders
at the expense of joint-stock company means (at creation of committee of
minority shareholders);
Provide in the charter that the minority shareholder should not interfere
with activity of controls of joint-stock company by unreasonable requirements
documents and use of the confidential information, a trade secret;
Provide in the charter that at release of additional actions, shareholders
posess the right of primary acquisition of actions to proportionally their share in
an authorised capital stock;
Provide the equal relation to all shareholders, irrespective of shares
belonging to them, level of incomes, a floor, race, religion, a nationality,
language, religion, a social origin, personal and a social standing;
Provide in the charter later term for offer granting in the agenda of annual
general meeting of shareholders;
Provide participation
The supervisory board and
The representative auditor
Meeting of shareholders;
Members of an executive office,
A revision committee, and also
The organisations on the annual general
Provide in Position about the supervisory board conditions at which the
member of the supervisory board can be released from discharge of duties, an
order of activity and function of the chairman of the supervisory board of the
joint-stock company, connected with the organisation and carrying out of its
sessions;
Carry out other necessary measures directed on maintenance of realisation
of the rights and legitimate interests of shareholders joint-stock company.
21. For maintenance of realisation of the rights and legitimate interests of
shareholders, the joint-stock company accepts necessary internal documents,
having reflected in them the above-stated recommendations.
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V. DEFINITION OF STRATEGY OF
DEVELOPMENT AND PROBLEMS ON LONGTERM PROSPECT
22. For definition of strategy of development and problems on long-term
prospect, joint-stock company controls:
Define as strategic targets of joint-stock company maintenance of
financial stability, increase of labour productivity, competitiveness of
production, growth of indicators of manufacture, export and power efficiency,
realisation of modernisation, technical and technological updating of
manufactures, leaders to stock value increase;
Develop and confirm at general meeting of shareholders long-term
strategy of development of joint-stock company for more than 5 years,
proceeding from branch specificity, the analysis of the competitive environment,
maintenance of export orientation and realisation of the confirmed government
programs on development of corresponding branches, spheres and regions;
Widely apply management methods successfully approved in foreign
practice, including SWOT, GAP the analysis and other approaches, special
software products, etc.;
Develop and bring on the statement (approval) of general meeting of
shareholders or the supervisory board short-term (annual) and intermediate term
(for the period till 5 years) business plans on the basis of the long-term strategy
confirmed by general meeting of shareholders;
Introduce the necessary quantitative and qualitative criteria, allowing to
carry out monitoring of achievement of the purposes designated in each of plans
for development accepted in joint-stock company.
23. The supervisory board co-ordinates activity of an executive office,
bodies of internal control of joint-stock company, the joint bodies created in
joint-stock company and, if necessary, involves experts for the organisation of
working out of plans for development of joint-stock company and monitoring of
achievement of the purposes designated in them.
12
24. Joint-stock companies without fail involve in structure
Shareholders
(except
for
the
cases
established
The
legislation)
strategic
foreign
investors,
Which participate in joint-stock company management, release of the
competitive Production and maintenance of its export on foreign markets.
VI. INTRODUCTION OF MECHANISMS OF
EFFECTIVE INTERACTION OF THE EXECUTIVE
OFFICE WITH SHAREHOLDERS AND INVESTORS
25. For introduction of mechanisms of
Executive
office
with
shareholders
and
Joint-stock company managements:
effective interaction
investors,
bodies
Provide interaction between shareholders, members of controls and
control of joint-stock company on the basis of principles of mutual trust, respect,
the accountability and control;
Introduce the requirement about execution by officials of joint-stock
company of the duties on a professional basis, reasonable performance of the
obligations following from the legislation by all of them, the charter and
decisions of controls of joint-stock company;
Establish qualifying requirements to candidates for members of the
supervisory board, including presence of the qualifying certificate of the
corporate managing director in joint-stock company with the state share in an
authorised capital stock, the corporate governance given out by the
Scientifically-educational centre (except the cases established by the legislation);
Create at the supervisory board of joint-stock company committees
(working groups) on corresponding questions, including for revealing and the
decision of conflict situations, from among members of the supervisory board,
an executive office, the personnel of joint-stock company and the involved
experts (experts of a corresponding profile, teaching structure of profile HIGH
SCHOOLS, etc.);
13
Regulate cases and an order of carrying out of sessions of the supervisory
board a polling way, and also in a video conferencing mode;
Carry to powers of the chairman of general meeting of shareholders
questions of authorisation of audio-video of record and translation of general
meeting of shareholders in a network the Internet;
Introduce the requirement about the independent decision executive
powers of the questions carried to their competence, for unconditional
performance of the problems put by the supervisory board, general meeting of
shareholders, the charter and joint-stock company plans for development;
Raise qualification of officials of joint-stock company by means of
participation in training courses, seminars, etc.;
Enter into joint-stock company a post of the corporate adviser accountable
to the supervisory board and responsible for control of observance of
requirements of the corporate legislation in activity of joint-stock company;
Insure business risks of joint-stock company and responsibility of an
executive office;
Coordinate rate of commission of members of the supervisory board to
results of an independent estimation of system of corporate governance and
financial results of activity of joint-stock company;
Establish requirements to form and content of the report (report) of
controls and control of the joint-stock companies reporting at general meeting of
shareholders, define duration of general meeting;
Can limit the right of members of the executive office acting as the
representative of shareholders, to vote concerning election of members of an
executive office;
Provide in the charter date in which the joint-stock company usually
spends the next general meeting of shareholders.
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26. For introduction of mechanisms of effective interaction of an
executive office with shareholders and investors, the joint-stock company
accepts necessary internal documents, having reflected in them the above-stated
recommendations.
VII. THE CONFLICT OF INTERESTS
27. With a view of prevention of occurrence and settlement of the
disputable situations connected with the conflict of interests, joint-stock
companies develop position about an operations procedure at the conflict of the
interests, including:
Duties of officials of joint-stock company to operate in interests jointstock company;
Definition of situations which can entail occurrence of the conflict of
interests at fulfilment by officials of joint-stock company of actions and
transactions, and also disclosing of the information by them;
Obligations of officials of joint-stock company on informing of the
supervisory board on occurrence of the conflict of interests;
Interdiction for participation of officials of joint-stock company in
controls and control of other legal bodies, without the permission of the jointstock company supervisory board;
Suppression of the possible conflict of interests at fulfilment by officials
of joint-stock company of actions and transactions, and also disclosing of the
information by them;
Detailed regulations of settlement of the disputable situations connected
with the conflict of interests, including by appointment for their permission of
not interested third party, or duty putting on under the resolution of conflict of
interests on an independent member (independent members) supervisory board.
28. Position about an operations procedure at the conflict of interests
affirms the general meeting of shareholders.
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VIII. INTRODUCTION TYPICAL ORGANIZATIONAL STRUCTURE
29. For introduction of typical organizational structure of a society, in
joint-stock company:
Conformity to the typical structure confirmed by the Decree of the
President of Republic Uzbekistan from 24.04.2015 is provided. №УП-4720
«About measures on introduction of modern methods of corporate governance in
joint-stock companies»;
Scales, branch specificity and joint-stock company lines of activity are
considered, by working out and introduction of organizational structure;
Regular estimations of conformity of operating organizational structure of
joint-stock company to the typical structure confirmed by the legislation will be
organised;
On supervising posts annual competitive selections are spent to jointstock company, with possibility of participation of nominees from among
foreign managers;
The regulations of competitive selection on supervising posts, with the
description of procedures of the announcement of competition, objective criteria
of selection, hiring on its results new affirm, are modern the conceiving, highly
skilled heads corresponding to modern requirements, and also foreign managers.
30. The supervisory board provides coordination of works on working
out, introduction and a regular estimation of conformity of organizational
structure of joint-stock company to legislation requirements.
IX. THE PUBLICATION OF THE INFORMATION ON THE BASIS
OF THE INTERNATIONAL STANDARDS OF AUDIT AND
FINANCIAL REPORTING
31. For the publication of the information on the basis of the international
standards of audit and the financial reporting in joint-stock company:
16
Coordination by the supervisory board of joint-stock company of works
on transition maintenance to the publication of the annual financial reporting
according is carried out.
The working group from among members of a revision committee, service
of internal audit, the supervisory board, responsible officials of joint-stock
company and the involved experts (if necessary), concerning joint-stock
company transition to the publication of the financial reporting according is
created;
For rendering of professional services in joint-stock company transition
the auditor or consulting organisation is involved in the publication of the
information on the basis and the international standards of audit;
It is developed, together with the auditor organisation, and the step-bystep algorithm (plan of measures) of transition of joint-stock company to the
publication of the information on the basis and the international standards of
audit affirms at supervisory board session;
Training of the personnel of the joint-stock company involved in carrying
out of audit and drawing up of the financial reporting, on training courses and to
the international standards of audit is carried out;
The measures provided by the corresponding plan of measures on
transition of joint-stock company to the publication of the information on the
basis and the international standards of audit are carried out;
The annual financial reporting on the basis and the international standards
of audit, in the terms established by the legislation is published.
X. MONITORING OF INTRODUCTION OF RECOMMENDATIONS OF
THE CODE
32. With a view of monitoring of introduction of recommendations of the
Code, joint-stock companies spend an estimation of system of corporate
governance to joint-stock company for which realisation it is recommended to
involve the independent organisation.
17
33. Independent estimation of system of corporate governance in jointstock company are spent not less often than an once in a year.
34. The independent estimation of system of corporate governance in
joint-stock company is carried out on the basis of the corresponding contract
with the organisation which has been not connected by property relations from
joint-stock company.
35. As the independent organisation for carrying out of an estimation of
system of corporate governance in joint-stock company can act:
Stock exchange;
Professional participants of a securities market;
The auditor organisations having in staff of the expert with the
corresponding certificate of the corporate managing director or the expert of a
securities market;
The accredited rating agencies;
The scientifically-educational centre of corporate governance;
The centre of researches of problems of privatisation, competition and
corporate governance development.
36. The choice of the independent organisation for carrying out of an
estimation of system of corporate governance is carried out on the basis of
competition under the decision of the supervisory board of joint-stock company.
37. The independent estimation of system of corporate governance in
joint-stock company is made on the basis of the questionnaire, confirmed
Republics Uzbekistan Goskomkonkurentsii and the Scientifically-educational
centre of corporate governance.
38. Results of the spent independent estimation of system of corporate
governance are published on a joint-stock company site together with the
conclusion of the organisation which spent such estimation.
39. Bodies state and an economic board, public authorities on places and
other state organisations acting as the shareholder on behalf of the state:
18
Have the right to involve at own expense the independent organisation for
carrying out of an independent estimation of system of corporate governance in
joint-stock company;
Apply results of an independent estimation
Corporate governance for definition
The sizes
Compensations to the persons, speaking on behalf their name
In bodies
Joint-stock company managements.
XI. FINAL PROVISIONS
40. Non-observance of recommendations of the Code does not attract
application of measures of responsibility by state structures.
41. General meeting of shareholders has the right to establish
responsibility measures to officials of joint-stock company for non-observance
of recommendations of the Code or not opened information provided by the
Code.
42. Control over observance of recommendations of the Code in jointstock company carries out the supervisory board.
19
The appendix №1 to the
corporate governance Code
RECOMMENDED ACTIONS
to joint-stock companies on preparation and Code introduction
Corporate governance
Stags
Subjects
Joint-stock
company executive
office
1st stage
Joint-stock
company executive
office
Preparation
Actions
1. Creation of working group
On preparation for introduction
of the Code of corporate
governance.
2. Working out and submitting for
examination in the supervisory
board of offers on acceptance of
internal documents.
3. Approval by the supervisory
board of the developed internal
documents.
The joint-stock
company
supervisory board
The joint-stock
company
supervisory board
The joint-stock
2nd stage
company
supervisory board
Introduction
1. Entering on general meeting of
shareholders of a question on
observance of recommendations
of the Code of corporate
governance and the statement of
the form of the message.
2. The statement general meeting
of shareholders of the decision on
observance of recommendations
of the Code of corporate
governance and the statement of
the form of the message.
3. The publication of the message
on following to recommendations
of the Code of corporate
governance in activity of the jointstock company confirmed by
general meeting of shareholders.
Joint-stock
company executive
office
20
Performance
terms
Within a month after
the statement of the
Code of corporate
governance
Within two months
after creation of
working group
Within a month from
the date of
representation of
materials to the
supervisory board
Within a month after
approval by the
supervisory board
On
The corresponding
general meeting of
shareholders called by
the supervisory board
Within 10 days after
the statement general
meeting of
shareholders
3rd stage
The joint-stock
company
supervisory
board
Carrying out of
competitive selection of
the independent
organisation for carrying
out of an estimation of
system of corporate
governance
In joint-stock company.
A month before carrying
out of an estimation of
system of corporate
governance
Carrying out of
an independent
estimation of
system of
corporate
governance in
joint-stock
company and
representation
of its results
To the
supervisory
board
joint-stock company.
At session of
the supervisory
board following
the results of
Year
Monitoring
The
independ
ent
organisat
ion
Consideration
of results of the
spent
estimation of
system of
corporate
governance in
joint-stock
company at
session
The joint- The
supervisory
stock
company board
supervisory joint-stock
board
company.
Joint-stock
company
executive
office
Not less often
than an once in
a year
In the terms
established by
the decision of
the supervisory
board
Acceptance of
corrective
measures
revealed by
results of the
spent
estimation of
system of
corporate
governance in
21
The joint-stock
company
supervisory
board
Consideration of results
of the spent estimation
of system of corporate
governance in jointstock company at annual
general meeting of
shareholders of jointstock company.
In the terms established
by the legislation
22
The appendix №2 to the
corporate governance Code
FORM of the MESSAGE
on acceptance by joint-stock company of recommendations of the Code of
corporate governance in the activity
(The joint-stock company name)
The joint-stock company «
» Informs that the decision of the general
Meetings of shareholders from « ______ » _____________ 20 _ № _______
Society the obligation, since « ______________________________________ »
Is accepted
____________ 20 _ To observe the Code of corporate governance,
Confirmed by the report of session of the Commission on increase of efficiency
of activity of joint-stock companies and
To perfection of system of corporate governance from « _________________ »
______ 201 __ № ____________ .
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