Monday, 3 November 2014

The Board of Directors of the Company.

1 The Board of Directors has overall management of the Company, except for the issues referred

to the competence of the General Meeting of Shareholders.

2 The Board of Directors consists of 5 members.

Board members are elected by the General Meeting of Shareholders of cumulative voting in the

manner prescribed by the Company Law and the Charter, for the period until the next Annual

General Meeting of Shareholders.

When the number of votes held by each shareholder, multiplied by the number of persons to be

elected to the Board of Directors, and the shareholder is entitled to cast votes for one candidate or

distribute them among two or more candidates.

Elected to the Board of Directors shall be the candidate with the highest number of votes.

3 If the Annual General Meeting of Shareholders is not held within the paragraph 2 of Article 15 of

the Charter terms, the powers of the Board of Directors shall be terminated, except for the authority

to prepare, convene and hold an annual general meeting of shareholders.

In the case where the number of members of the Board of Directors is less than the quorum for

meetings of the Board of Directors, the Board of Directors shall decide to hold an extraordinary

general meeting of shareholders to elect a new Board of Directors. The remaining members of

the Board of Directors shall be entitled only to decide on the convening of such an extraordinary

general meeting of shareholders.

4 By decision of the General Meeting of Shareholders, the powers of all the members of the Board

of Directors of the Company may be terminated early.

5 Member of the Board of Directors may only be a natural person. Member of the Board of

Directors may not be a shareholder of the Company.

6 Member of the Board of Directors shall:

6.1. Honestly and reasonably perform its duties in the interests of the Company and all its

shareholders;

6.2. Actively participate in the meetings of the Board of Directors and Committees of the Board of

Directors;

6.3. Not to disclose or use for personal interests and the interests of third parties confidential

information about the Company;

6.4. Written notice to the Board of Directors of their intention to deal in securities of the Company

or its subsidiaries or affiliates of the Company (hereinafter - SA), as well as disclose the details of

their transactions in such securities in the manner prescribed for disclosure.

6.5. With members of the Board of Directors of the Company enters into an agreement on the

terms of their functions. Contract with a member of the Board of Directors signed on behalf of the

Chairman of the Board. With the Chairman of the Board of Directors of such a contract on behalf of

the Company signed a member of the Board of Directors authorized the Board of Directors.

7 According to the decision of the general meeting of shareholders, members of the Board of

Directors of the Company during the performance of their duties may be paid remuneration and

(or) reimbursement for expenses associated with the performance of their duties as members of

the Board of Directors of the Company. The amount of such remuneration and compensation are

set by the general meeting of shareholders.

The members of the Board of Directors in exercising their rights and performing their duties to

act in the interests of the Company, to exercise their rights and fulfill their duties in good faith and

reasonably.

Members of the Board of Directors of the Company shall be liable to the Company in accordance

with Article 71 of the Federal Law for the losses caused by their actions (or inaction), unless other

grounds and scope of liability is established by federal laws.

No comments:

Post a Comment