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Corporate governance

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General meeting of shareholders

The General meeting of shareholders is the supreme management body of the company. The General meeting of shareholders is headed by the chairman of the company’s supervisory board, and if it is absent, for good reason, one of the members of the company's supervisory board.

The company is obliged to hold an annual General meeting of shareholders (annual General meeting of shareholders).

The annual General meeting of shareholders is held within the time period established by the charter of the company, but no later than six months after the end of the financial year. At the annual General meeting of shareholders, issues are being decided on the election of the supervisory board and the audit commission (auditor) of the company, on the possibility of extending the term, renewing or terminating the contract with the sole executive body, members of the collegial executive body of the company, trusting the manager, and also considers the annual report of the company, reports of the executive body and the supervisory board of the company on measures taken to achieve the development strategy of the companies and other documents in accordance with the Law.

Conducted in addition to the annual General meeting of shareholders are extraordinary. The date and procedure for holding a General meeting of shareholders, the procedure for notifying shareholders of its conduct, the list of materials (information) provided to shareholders in preparation for the General meeting of shareholders are established by the supervisory board of the company.

In a company, all ordinary shares of which belong to one shareholder, general meetings of shareholders are not held. Decisions on matters referred by the Law and the company's charter to the competence of the General meeting of shareholders are taken by such shareholder individually and are subject to writing in writing, unless the preferred shares of the company acquire voting rights in accordance with the Law. At the same time, the provisions of this chapter, which determine the procedure and terms for the preparation, convening and holding of a General meeting of shareholders, shall not apply, with the exception of provisions relating to the dates of the annual General meeting of shareholders.

Competence of the General meeting of shareholders

The competence of the General meeting of shareholders includes:

  • introduction of amendments and additions to the charter of the company or approval of the charter of the company in a new edition;

  • reorganization of a company;

  • liquidation of the company, appointment of a liquidator (liquidation commission) and approval of interim and final liquidation balance sheets;

  • determination of the quantitative composition of the supervisory board and committee of minority shareholders of the company, election of their members and early termination of their powers;

  • determination of the maximum size of authorized shares;

  • increase in the authorized capital (authorized fund) of the company;

  • reduction of the authorized capital (authorized fund) of the company;

  • acquisition of own shares;

  • approval of the organizational structure of the company, the formation of the executive body of the company, election (appointment) of its head and early termination of his/her powers;

  • election of members of the audit commission (auditor) of the company and early termination of their powers, as well as approval of the regulations on the audit commission (auditor);

  • approval of the annual report and annual business plan of the company, as well as the development strategy of the company for the medium and long term with the definition of its specific terms based on the main directions and goals of the company;

  • distribution of profits and losses of the company;

  • hearing reports of the supervisory board and conclusions of the audit committee (auditor) of the company on issues within their competence, including compliance with the requirements for managing the company established by law;

  • making decisions on the issue by the company of corporate bonds, including convertible into shares;

  • making decisions on the issue of derivative securities;

  • decision-making on the redemption of corporate bonds of the company;

  • adoption of a decision on non-application of the preemptive right provided for by the Law;

  • determination of the offering price (putting up on the stock exchange and out of united exchange of securities market) of shares in accordance with the Law;

  • approval of the regulations of the General meeting of shareholders;

  • splitting and consolidation of shares;

  • establishment of remunerations and (or) compensations paid to the executive body of the company, as well as their maximum amounts;

  • making decisions on transactions by the company in cases provided for by the Law;

  • making a decision on determining an audit organization for conducting a mandatory audit, on the maximum amount of payment for its services and on conclusion (termination) of an agreement with it;

  • solving other issues in accordance with the law.

Questions related to the competence of the General meeting of shareholders cannot be referred for decision to the executive body of the company. Issues related to the competence of the General meeting of shareholders cannot be referred to the supervisory board of the company, with the exception of the following issues:

  • increase in the authorized capital (authorized fund) of the company, as well as amendments and additions to the charter of the company related to an increase in the authorized capital (authorized fund) of the company and a decrease in the number of authorized shares of the company;

  • determination of the offering price (putting up on the stock exchange and out of united exchange of securities market) of shares in accordance with the Law;

  • making decisions on the issue by the company of corporate bonds, including convertible into shares;

  • making decisions on the issue of derivative securities;

  • decision-making on the redemption of corporate bonds of the company;

  • оformation of the executive body of the company, election (appointment) of its head, early termination of his/her powers;

  • determination of the amount of remuneration and compensation paid to the executive body of the company;

  • approval of the annual business plan of the company in accordance with the Law.

Supervisory Board of the Company

The Company's Supervisory Board is the body that provides overall management of the Company's operations, serves as the auditor and controller in making management decisions, and is responsible for the Company's operations and financial stability as a whole. The Supervisory Board has the right to make any decisions related to the Company's operations. With the exception of matters reserved to the exclusive competence of the General Meeting of Shareholders

Members of the Supervisory Board of Uztransgaz JSC were appointed by the decision of the extraordinary General Meeting of Shareholders of the Company dated January 17, 2022.

Information on composition of the Supervisory Board of Uztransgaz JSC

Full name Place of work Position Position on the Supervisory Board
1 Ishmetov Timur Аmindjanovich Ministry of Finance of the Republic of Uzbekistan Minister of Finance Chairman of the Supervisory Board
2 Ahmadxo'jayev Azim Isroilovich Ministry of Energy of the Republic of Uzbekistan First Deputy Member of the Supervisory Board
3 Ismailov Shuxrat Yaxyayevich Administration of the President of the Republic of Uzbekistan Employee Member of the Supervisory Board
4 Isakov Odilbek Rustamovich Ministry of Finance of the Republic of Uzbekistan Deputy minister Member of the Supervisory Board
5 Jumanazarov Akmal Ro'ziqulovich Cabinet of Ministers of the Republic of Uzbekistan Deputy Head of Department Member of the Supervisory Board
6 Shoraxmetov Shoxrux Shoturg'unovich Antimonopoly Committee of the Republic of Uzbekistan Chairman of the committee Member of the Supervisory Board
7 Sharipov Otabek Bekmuradovich Ministry of Economic Development and Poverty Reduction of the Republic of Uzbekistan Department director Member of the Supervisory Board
8 Vacancy Vacancy Vacancy Vacancy
9 Vacancy Vacancy Vacancy Vacancy

Information on payments to members of the Supervisory Board of JSC "Uztransgaz" for the last completed year

Full name By the end of 2022
1 Ishmetov Timur Аmindjanovich
2 Ahmadxo'jayev Azim Isroilovich
3 Ismailov Shuxrat Yaxyayevich
4 Isakov Odilbek Rustamovich
5 Jumanazarov Akmal Ro'ziqulovich
6 Shoraxmetov Shoxrux Shoturg'unovich
7 Sharipov Otabek Bekmuradovich
8 Vacancy
9 Vacancy

The executive body of the company

Management of the current activities of the company is carried out by the director or board of the company, the competence of which is determined by the charter of the company.

The competence of the executive body of the company includes all issues of managing the current activities of the company, with the exception of issues falling within the competence of the General meeting of shareholders or the supervisory board of the company.

The executive body of the company organizes the implementation of decisions of the General meeting of shareholders and the supervisory board of the company.

The director (chairman of the board) of the company without a power of attorney acts on behalf of the company, including representing its interests, makes transactions on behalf of the company, appoints the head of the branch or representative office of the company, approves the states, issues orders and gives instructions that are binding on all employees of the company.

Read more (https://www.utg.uz/en/about/leadership/)

Information on payments to each member of the executive body for the last completed year (link to file)

The Revision commission (auditor)

To exercise control over the financial and economic activities of the company by the General meeting of shareholders in accordance with the charter of the company, an audit commission (auditor) is elected for a period of one year.

Based on the results of the audit of the financial and economic activities of the company, the audit commission (auditor) of the company draws up a conclusion, which should contain:

  • assessment of the reliability of the data contained in reports and other financial documents of the company;
  • information on violations of the accounting and presentation of financial statements, as well as legislation in the implementation of financial and economic activities.

The Revision commission (Auditor) quarterly submits to the meeting of the Supervisory board of the company a conclusion on the existence of transactions with affiliates or major transactions in the company, as well as compliance with the requirements of the law and internal documents of the company for such transactions.

Members of the Audit Commission of Uztransgaz JSC were appointed by the decision of the extraordinary General Meeting of Shareholders of the Company dated January 17, 2022.

Information on the composition of the Revision Commission of JSC "Uztransgaz"

Full name Workplace Position
1 Mamadaliyev Salohiddin Shahobiddin ugli Ministry of Finance of the Republic of Uzbekistan Head of Department
2 Yunusov Dexruz Xaydarovich State Assets Management Agency of the Republic of Uzbekistan Chief Specialist
3 Usmanov Rustambek Ravshan ugli Ministry of Economic Development and Poverty Reduction of the Republic of Uzbekistan Chief Specialist

Department of Internal Audit

In a company with a balance value of assets of more than one hundred thousand of the basic calculation, an internal audit service is being created. The internal audit service reports to the supervisory board of the company.

The company’s internal audit service monitors and evaluates the work of the executive body, branches and representative offices of the company by checking and monitoring their compliance with legislation, the charter of the company and other documents, ensuring the completeness and accuracy of data reflection in accounting and financial reporting, established rules and procedures for conducting business operations , the safety of assets, as well as compliance with the requirements established by law for managing the company.

Members of the Internal audit service of the JSC Uztransgaz (01.07.2021)

Full name Function
1 Ergashev Xursandbek Karimovich Head of Internal Audit Service
2 Sariev Xamza Burievich Auditor
3 Аxmedov Nodir Botirovich Auditor

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