Executive authorities

The current operation of the Company is carried on by the single executive body of the Company — Director General and collective executive body of the Company — the Executive Board. The executive bodies report to the Board of Directors and the shareholders meeting.

The General Director of the Company has also the functions of the Chairman of Board of Directors.

The establishment of the Board of the Company and anticipatory elimination of its authorities are carried out according to the decision of the Company’s Board of Directors.

The Company’s General Director is elected by the Board of Directors for the period no longer than 5 years.

The Board of Directors can terminate the authorities of the General Director implementing at the same time the terms of the labor contract concluded with him.

According to the decision of the shareholders meeting the authorities of the General Director can be passed to a commercial organization (its manager) or individual entrepreneur due to a contract. The decision on passing the authorities of the Company’s General Director to the managing organization or a manager is made by the shareholders meeting just at the suggestion of the Company’s Board of Director.

The Company’s executive bodies’ terms of reference cover all the issues of the Company’s current management with an exception of issues referred to the terms of the shareholders meeting or the Company’s Board of Director.

The Company’s Executive Bodies provide making decisions of the shareholders meeting and the Company’s Board of Director.

The Board operates in accordance with the Company Charter and also Regulations on the Executive Board approved by the shareholders meeting of the Company. The Executive Board’s terms of reference cover the following issues:

  1. making decisions on the issues of the current economical activity of the Company;
  2. working out recommendations for the Board of Directors and the General Director on the problems of making deals provided by Article 19 Paragraph 19.2 Subparagraphs 19-21 and Article 21 Paragraph 21.5 Subparagraphs 12 o f the Charter;
  3. making decisions on attracting or repaying loans, attracting credits, guarantees, or any other forms of security on the Company’s liabilities and in favor of the third parties if it doesn’t cover terms of reference of the shareholders meeting or the Board of Directors of the Company informing later the Board of Directors about the decision made;
  4. developing and presenting annual plans of the Company’s operation, annual reports, annual accounting reports including the Income Statement (profit and losses accounts) and other reports;
  5. informing regularly the Company’s Board of Directors about the financial state of the Company, carrying out its prior programs, deals and decisions that can affect significantly the Company’s state of affairs;
  6. providing technical-organizational supply of the shareholders meeting, Board of Directors, Auditing Commission of the Company;
  7. presenting calculation of costs for preparing and holding shareholders meetings to be confirmed by the Board of Directors;
  8. analyzing and summing up the results of some structural units’ operation and working out recommendations on the operation improvement of the company’s structures and the Company on the whole;
  9. confirming internal documents of the Company (with an exception of documents approved by the shareholders meeting and the Board of Directors of the Company);
  10. making decisions on other issues of financial and economic operation of the Company before these issues are presented to the Company’s Board of Directors.

The quorum for holing meetings of the Company’s Board must be no less than a half of the elected members of the Company’s Board.

The General Director operates on behalf of the Company not by proxy, including the issues when he:

  1. provides executing decisions of the shareholders meeting and the Board of Directors of the Company;
  2. manages the Company according to the main missions of the Company’s activity;
  3. approves the list of staff members;
  4. disposes of the Company properly for providing its current operation within the limits established by the legislation of the Russian Federation and this Charter;
  5. represents the Company in all the institutions, enterprises and organizations in Russian Federation and abroad including foreign states;
  6. appoints Deputy General Directors when they are approved by the Board of Directors, distributes duties among them, determines their authorities;
  7. makes labor contracts with the Company’s employees, give incentives and imposes penalties;
  8. gives orders and instructions to be mandatory for execution by all the employees of the Company;
  9. represents the position of the Company’s Executive Board at the shareholders meetings and meetings of the Board of Directors;
  10. being a Chairman of the Company’s Executive Board manages its operation, calls the Board and determines agenda for its every meeting;
  11. presents the Company’s Board of Directors the personal list of the Executive Board members to be confirmed;
  12. makes decisions on deals or several interrelated contracts connected with buying or selling, or possibility of selling the property which value exceeds 25 (twenty five) per cent of book value of assets of the Company on the date of making decision on concluding such a contract if this issue is not covered with the terms of reference of the shareholders meeting, the Board of Directors, the Executive Board of the Company and also provides execution of liabilities the Company accepted on deals;
  13. grants letters of attorney in behalf of the Company. The General Director can’t pass its authorities on making contracts that require approval of the Company’s management bodies without such approval;
  14. arranges business accounting and other reports of the Company;
  15. presents the annual report and other financial reports to the corresponding bodies;
  16. provides information in mass media stipulated by the Federal Law «On joint-stock companies» and other legal regulations;
  17. has the right to pass some authorities of the General Director to persons who fulfill functions of management in the Company;
  18. makes any actions that are necessary for achieving the Company’s operation targets and providing its normal running in accordance with the present legislation of the Russian Federation and this Charter with an exception of functions fixed in the Federal Law «On joint-stock companies» and this Charter for other executed bodies of the Company;
  19. establishes the list of positions for the competition and the order of filling;
  20. appoints the person from Deputy General Directors to execute the duties of the General Director in case of temporal absence for any reason including leaves, business trips, diseases.

Rights and duties of the Company’s General Director, members of the Company are determined in labor contract concluded with each of them.