Announcement on the international principle “comply or explain”
JSC “O’zvagonta’mir” in accordance with the decision of the General Meeting of Shareholders of 28.06.2016, the company has committed, starting from 28.06.2016, to voluntarily, demonstrating its commitment to honest and transparent business conduct, the recommendations of the Corporate Governance Code approved by the minutes of the meeting of the Commission on Improving the Efficiency of Joint Stock Companies and Improving the Corporate Governance System of December 31, 2015.
JSC “O’zvagonta’mir” in the period from January 1, 2020 to December 31, 2020 carried out its activities in compliance with the recommendations of the Corporate Governance Code (hereinafter referred to as the Code) and intends to comply with them in the future.
However, in the reporting period, the recommendations of the Code were followed with some exceptions.
I. Paragraph 15 of Chapter III of the Code:
According to the recommendation of paragraph 2, the supervisory board is delegated the rights to determine the procedure, conditions for providing (receiving) and making decisions on charitable (sponsorship) or gratuitous assistance only within the limits established by the general meeting of shareholders and the legislation, with disclosure of information about this to all shareholders.
In order to comply with this principle of the Code in full, it is planned to submit the issue of the maximum amount of charitable (sponsorship) or gratuitous assistance to the general meeting of shareholders for consideration. At the same time, according to the charter of JSC “O’zvagonta’mir”, the Supervisory Board of JSC has been delegated the rights to determine the procedure, conditions for providing (receiving) and making decisions on charitable (sponsorship) or gratuitous assistance.
According to the recommendation of paragraph 5, they ensure that the general meeting of shareholders discusses the issue of determining transactions related to the current economic activities of the joint-stock company for the independent execution by the executive body of transactions with affiliated persons and major transactions.
According to the Law “On Joint Stock Companies and Protection of Shareholders’ Rights” and the charter of JSC “O’zvagonta’mir”, the competence of the General Meeting of shareholders includes the issues of making decisions on major transactions and concluding transactions with affiliated persons in cases provided for by law.
At the same time, the issue of determining transactions related to the current business activities of JSC “O’zvagonta’mir” is scheduled for consideration at the general meeting of shareholders of JSC “O’zvagonta’mir”.
III. According to recommendation 4-paragraph of paragraph 22
Chapters V Code:management methods successfully tested in foreign practice are widely used, including SWOT, GAP analysis and other approaches, special software products, etc.
JSC “O’zvagonta’mir” widely uses special software products in its activities. At the same time, it is planned to use management methods and other approaches in JSC “O’zvagonta’mir”, as well as financing the introduction of modern management systems.
IV.Paragraph 25 of Chapter VI of the Code:
According to the recommendation of paragraph 5, create committees (working groups) under the Supervisory Board of the JSC on relevant issues, including for the identification and resolution of conflict situations, from among the members of the Supervisory Board, the executive body, the staff of the JSC and the experts involved (specialists of the relevant profile, teaching staff of specialized higher educational institutions and others);
The charter of JSC “O’zvagonta’mir” provides for the creation of committees (working groups) under the Supervisory Board.
