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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 2 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. 5 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. 7 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; 8 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. 11 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. 14 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. 15 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 __ № ____________ . 23