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Executive bodies

The Company's day-to-day operations shall be managed by the individual executive body of the Company — the CEO — and the collective executive body of the Company — the Managing Board. The executive bodies shall report to the Board of Directors and the general shareholders' meeting.

The Company's CEO also shall act as the Chairman of the Managing Board.

The establishment of the Managing Board of the Company and the early termination of its powers shall be effected by decision of the Company’s Board of Directors.

The Company’s CEO shall be elected by the Board of Directors for a period not exceeding 5 years.

The Board of Directors can terminate the powers of the CEO before time, having fulfilled the terms and conditions of the employment contract concluded with him/her.

Subject to decision of the shareholders' meeting, the powers of the CEO can be delegated to a commercial organisation (managing organisation) or an individual entrepreneur (manager) under a contract. The decision to delegate the powers of the Company’s CEO to a managing organisation or a manager shall be made by the general shareholders' meeting only at the suggestion of the Company’s Board of Directors.

The terms of reference of the Company’s executive bodies shall cover all issues regarding the Company’s day-to-day management, with the exception of issues which come under the terms of reference of the general shareholders' meeting or the Company’s Board of Directors.

The Company’s Executive Bodies shall arrange the implementation of the decisions of the general shareholders' meeting and the Company’s Board of Directors.

The Managing Board shall act under the Company Charter and the Regulations on the Managing Board approved by the general shareholders' meeting of the Company. The Managing Board shall be responsible for the following issues:

  1. making decisions regarding the Company's day-to-day business operations;
  2. formulating recommendations for the Board of Directors and the CEO regarding deals stipulated by Article 19 Paragraph 19.2 Subparagraphs 19-21 and Article 21 Paragraph 21.5 Subparagraph 12 of the Charter;
  3. making decisions on attracting or issuing loans, attracting credits, guarantees, or any other forms of security under the Company’s obligations and in favour of third parties, if this does not come under the terms of reference of the general shareholders' meeting or the Company’s Board of Directors, and informing the Board of Directors about such a decision;
  4. developing and presenting annual plans of the Company’s activities, annual reports, annual accounting reports including profit and loss statements (profit and losses accounts) and other reports;
  5. informing the Company’s Board of Directors about the financial state of the Company, the implementation of its priority programmes, and deals and decisions that may significantly affect the Company’s financial situation;
  6. providing technical and managerial support for the general shareholders' meeting, the Board of Directors and the Audit Committee of the Company;
  7. presenting cost estimates for preparing and holding general shareholders' meetings to be approved by the Board of Directors;
  8. analysing and summarising the business results of the Company's individual structural units and formulating recommendations for improving the operation both of the company’s structural units and the Company as a whole;
  9. approving the Company's internal documents (with the exception of documents to be approved by the general shareholders' meeting and the Company's Board of Directors);
  10. making decisions on other issues regarding the financial and economic activities of the Company prior to presenting these issues to the Company’s Board of Directors.

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

The CEO with full authority shall act on behalf of the Company and among other things:

  1. implement the decisions of the general shareholders' meeting and the Company's Board of Directors;
  2. manage the Company's day-to-day operations in accordance with the core objectives of the Company’s business;
  3. approve the list of staff members;
  4. dispose of the Company property in order to support its current operations within the limits established by the legislation of the Russian Federation and this Charter;
  5. represent the Company in all institutions, enterprises and organisations within the Russian Federation and abroad, including foreign states;
  6. appoint Deputy CEOs upon approval by the Board of Directors, distribute their duties and determine their powers;
  7. conclude employment agreements with the Company’s employees, apply incentives and impose penalties;
  8. issue mandatory orders and instructions for all Company employees;
  9. represent the position of the Company’s Managing Board at the general shareholders' meetings and meetings of the Board of Directors;
  10. as Chairman of the Company’s Managing Board, manage its operations, convene the Managing Board and determine the agenda for every meeting;
  11. present the personnel list of the Managing Board members to the Company’s Board of Directors for approval;
  12. make decisions on single deals or several related deals concerning the purchase, sale or possible sale of the Company's property with a value not exceeding 25 (twenty five) per cent of the book value of the Company's assets on the date the decision is made to conclude such a contract, if this does not come under the terms of reference of the general shareholders' meeting, the Board of Directors or the Managing Board of the Company, and arrange the fulfilment of obligations under deals undertaken by the Company;
  13. issue letters of attorney on behalf of the Company. The CEO cannot delegate the powers of making deals that require the approval of the Company’s management bodies without such approval;
  14. arrange business accounting and other Company reports;
  15. present the annual report and other financial reports to the relevant bodies;
  16. provide information to the media as stipulated by the Federal Law "On Joint-Stock Companies" and other legal regulations;
  17. have the right to delegate certain powers of the CEO to persons fulfilling managerial functions in the Company;
  18. take any actions that are necessary for achieving the Company’s core objectives and ensure its proper operation in accordance with applicable legislation of the Russian Federation and this Charter, with the exception of functions reserved by the Federal Law "On Joint-Stock Companies" and this Charter for other executive bodies of the Company;
  19. establish the list of vacancies to be filled on a competitive basis and the procedure for filling them;
  20. appoint one of the Deputy CEOs to perform the duties of CEO in the event of his/her temporary absence for any reason including leave, business trips or illness.

The rights and obligations of the Company’s CEO and Members of the Company's Managing Board are determined in the employment contract concluded with each of them by the Company.