Document from CIS Legislation database © 2003-2023 SojuzPravoInform LLC

THE RESOLUTION OF STATE COMMISSION UNDER THE GOVERNMENT OF THE KYRGYZ REPUBLIC ON THE SECURITY MARKET

of July 31, 2003 No. 57

About approval of Standard regulations on governing bodies and about the secretary of joint-stock company

(as amended on on November 12, 2008)

For the purpose of enhancement of the regulatory legal base concerning corporate management in the Kyrgyz Republic, improvements of interaction and development of coordinated policy on implementation by governing bodies of society and its shareholders of management of joint-stock company, State commission under the Government of the Kyrgyz Republic on the security market decides:

1. Approve enclosed:

- Standard regulations on the Board of directors of joint-stock company;

- Standard regulations on Board of joint-stock company;

- Standard regulations on audit committee (auditor) of joint-stock company;

- Standard regulations on the secretary of joint-stock company.

2. Recommend to joint-stock companies to be guided in case of development of internal documents by the standard provisions approved by this resolution.

 

Chairman U. Abdynasyrov

Approved by the resolution of State commission under the Government of the Kyrgyz Republic on the security market of July 31, 2003 No. 57

 
                              Утверждено
общим собранием акционеров
акционерного общества
___________________
от "___"________________ 2003 года

Standard regulations on the Board of directors of joint-stock companies

1. This Standard provision is developed according to the Law of the Kyrgyz Republic "About joint-stock companies" and other regulatory legal acts of the Kyrgyz Republic, has advisory nature and serves for use by joint-stock companies by preparation of the Regulations on the Board of directors which are the internal document.

2. Joint-stock companies of the Kyrgyz Republic have the right to accept the internal document - Regulations on the Board of directors.

3. Norma Polozheniya about the Board of directors of joint-stock company shall not contradict regulations of the legislation of the Kyrgyz Republic.

4. In Regulations on the Board of directors of joint-stock company the procedure for activities of the Board of directors of joint-stock company, its right, obligation and responsibility, procedure for forming of the Board of directors of joint-stock companies and other questions determined by joint-stock company shall be determined.

5. The regulations established by Regulations on the Board of directors of joint-stock company are obligatory for execution by the joint-stock company which accepted this Provision.

6. The regulations on the Board of directors affirm general meeting of shareholders by a majority vote of attendees at shareholder meeting.

Changes and additions are made to Regulations on the Board of directors of joint-stock company based on the decision of the general shareholder meeting made by a majority vote the shareholders who are present at meeting.

1. General provisions

1.1. The board of directors cannot make decisions on the questions carried by the legislation of the Kyrgyz Republic and internal documents of joint-stock company to exclusive competence of other governing bodies of joint-stock company.

1.2. The board of directors determines the development strategy of joint-stock company and is responsible for the policy pursued by joint-stock company.

The board of directors of society reports on annual meetings and (or) extraordinary meeting if such question is brought in the agenda of extraordinary meeting in the procedure established by the legislation of the Kyrgyz Republic and the charter.

1.3. The board of directors in the activities is guided by main objectives and interests of society.

1.4. Main goal of the Board of directors is creation of conditions for receipt of the maximum profit by joint-stock company, ensuring protection of the rights and legitimate interests of all groups of shareholders of society in general.

2. Competence of the Board of directors, its right and obligation

2.1. The following questions are within the exclusive competence of the Board of directors:

- determination of strategic objectives of joint-stock company and forming his politicians;

- convocation of the annual and extraordinary general meetings of shareholders of society;

- forming and approval of the agenda of general shareholder meeting, except the cases established by the legislation of the Kyrgyz Republic and also other questions connected with preparation and holding general shareholder meeting;

- acceptance and approval of internal documents of society, changes and amendments to them, except cases, stipulated by the legislation the Kyrgyz Republic;

- giving permission to making of large deal which subject is the property which cost constitutes from 20 and more percent of book value of assets of society for decision date about making of such transaction;

- election of executive body and establishment of the amount of the paid remuneration;

- decision making about early termination of powers of executive body;

- preparation of recommendations about the size of share dividend and procedure for its payment;

- representation of reasonable recommendations to general shareholder meeting concerning reorganization of society, and also on creation of branches and opening of representative offices of society;

- election of the auditor of society and determination of the amount of fee of the auditor;

- recommendations to general shareholder meeting the size, conditions and procedure for change (increase or reduction) of the number of the turned shares;

- preparation of materials for consideration at general shareholder meeting;

- control of execution of decisions of general shareholder meetings;

- election of the secretary of society;

- approval or transfer on approval of general meeting of shareholders of actions of society which need such approval;

- conclusion of contracts with members of executive body, audit committee, counting board, secretary and auditor of society;

- representation of society in courts in cases of non-execution by executive body of decisions of general shareholder meeting and the Board of directors;

- implementation of supervision of activities of executive body.

Joint-stock companies have the right to carry other questions which are not carried by the legislation of the Kyrgyz Republic and internal documents of joint-stock company to competence of other governing bodies of joint-stock company to competence of the Board of directors.

2.2. The questions carried to exclusive competence of the Board of directors of society cannot be transferred to the decision to other governing bodies of society, except the cases established by the legislation of the Kyrgyz Republic.

2.3. The board of directors for effective implementation of the questions carried to its competence has the right:

- initiate convocation of extraordinary meeting of shareholders;

- make offers in the agenda of general shareholder meeting;

- have access to any information on financial and economic activities of society for execution of the obligations;

- receive the necessary explanations concerning their activities from executive body of society and audit committee of society;

- direct the decision board members to participation in board meetings, audit committee as observers;

- determine market value of property of society;

- resort to the help of independent expert evaluation.

The board of directors can have also other rights, stipulated by the legislation the Kyrgyz Republic and joint-stock company.

2.4. Board members shall:

- to honesty perform the functions assigned to them;

Warning!!!

This is not a full text of document! Document shown in Demo mode!

If you have active License, please Login, or get License for Full Access.

With Full access you can get: full text of document, original text of document in Russian, attachments (if exist) and see History and Statistics of your work.

Get License for Full Access Now

Disclaimer! This text was translated by AI translator and is not a valid juridical document. No warranty. No claim. More info

Effectively work with search system

Database include more 50000 documents. You can find needed documents using search system. For effective work you can mix any on documents parameters: country, documents type, date range, teams or tags.
More about search system

Get help

If you cannot find the required document, or you do not know where to begin, go to Help section.

In this section, we’ve tried to describe in detail the features and capabilities of the system, as well as the most effective techniques for working with the database.

You also may open the section Frequently asked questions. This section provides answers to questions set by users.

Search engine created by SojuzPravoInform LLC. UI/UX design by Intelliants.