1. General provisions

  

1.1. “Nakhchivan Post and Telecommunication Center” Limited Liability Company (hereinafter referred to as the Company) was established under the Ministry of Digital Development and Transport of the Nakhchivan Autonomous Republic (hereinafter referred to as the Ministry) in accordance with the Decree No. 26-VII FR of the Chairman of the Supreme Assembly of the Nakhchivan Autonomous Republic dated December 17, 2025, by merging “Nakhchivan Telecom” Limited Liability Company registered with TIN 0201648001 on 30.10.2024, “Nakhchivanpocht” Limited Liability Company registered with TIN 0200708681 on 27.09.2013, and “Nakhchivan Autonomous Republic Radio-Television Transmitter” Limited Liability Company registered with TIN 0200093441 on 19.12.2001. Center” public legal entity was established as a result of reorganization through merger and is the legal successor of the relevant institutions.

1.2. The head office, departments and sectors of the Society constitute the structure of the Society.

1.3. The Society is a subordinate institution that is not included in the structure of the Ministry.

1.4. In its activities, the Society is guided by the Constitutions of the Republic of Azerbaijan and the Nakhchivan Autonomous Republic, international treaties to which the Republic of Azerbaijan is a party, legislative acts of the Republic of Azerbaijan and the Nakhchivan Autonomous Republic, as well as decisions and instructions of the Ministry, as well as this Charter.

1.5.    The Society, while fulfilling its duties and exercising its rights, operates in interaction with state and local self-government bodies, international and non-governmental organizations, and other legal entities and individuals.

1.6. The Company possesses an independent balance sheet, property, and bank accounts; it also has a seal and letterheads bearing the image of the State Emblem of the Republic of Azerbaijan—in accordance with the Law of the Republic of Azerbaijan "On the Rules for Using the State Emblem of the Republic of Azerbaijan"—and the names of the Ministry and the Company, as well as relevant stamps, a logo (emblem), and a trademark.

1.7. The Company has the right and obligation to conclude transactions and to acquire and exercise property and non-property rights in its own name, in accordance with legislation and this Charter. The Company has the right to appear in court and arbitration proceedings as a plaintiff or defendant.

1.8. The Founder is not liable for the Company’s obligations and bears the risk of losses associated with the Company’s activities only to the extent of the value of the state-owned shares.

1.9. The Company is not liable for any obligations assumed by the Founder.

1.10. The official name of the Company is as follows:

1.10.1. in full – “Nakhchivan Post and Telecommunication Center” Limited Liability Company;

1.10.2. in abbreviated form – “NPTM” LLC;

1.10.3.   The full name of the Company in English – “Nakhchivan Post and Telecommunications Center” Limited Liability Company;

1.10.4.   The abbreviated name of the Company in English – “NPTC” LLC.

1.11. Legal address of the Company: AZ 7000, Nakhchivan City, 1A Ataturk Street.

 

2. The main purpose and directions of activity of the company

2.1. The main purpose of the Company is to provide postal, financial, telecommunication services to legal entities and individuals in the Nakhchivan Autonomous Republic, including other entities operating on a legal basis, and to ensure the economic and social interests of the founder (participant) of the Company, as well as the social protection of its employees, at the expense of the income obtained in accordance with the legislation.

2.2. The services of the Company are as follows:

2.2.1. In the field of telecommunication services:

2.2.1.1. Internet telecommunication service;

2.2.1.2. Telephone (wired) and IP-telephony (internet telephony) service;

2.2.1.3. Radio trunk and wireless telephone service;

2.2.1.4. Service for organizing domestic and international telecommunication channels;

2.2.1.5. Data transmission service;

2.2.1.6. universal telecommunications services in cases and in accordance with the procedure established by legislation;

2.2.1.7. provision of long-distance and international telephone services;

2.2.1.8. transmission service;

2.2.1.9. third-party infrastructure operation service;

2.2.1.10. inquiry and information services;

2.2.1.11. traffic transit services;

2.2.1.12. website development and technical services;

2.2.1.13. provision of other telecommunication services not prohibited by the legislation of the Republic of Azerbaijan.

2.2.2. In the field of postal services:

2.2.2.1. general postal services (universal, express, courier, etc.);

2.2.2.2. special-purpose postal services (special postal services, etc.);

2.2.2.3. subscription and sale of periodicals;

2.2.2.4. preparation and sale of postal and other printed products;

2.2.2.5. provision of other postal services not prohibited by the legislation of the Republic of Azerbaijan.

2.2.3. In the field of commercial services:

2.2.3.1. organization of sales of tourism and intercity transport tickets, as well as lottery tickets;

2.2.3.2. logistics (freight transportation) and warehouse services;

2.2.3.3. collection of utility and other service fees;

2.2.3.4. delivery of state social insurance payments (pensions, benefits, etc.) to citizens;

2.2.3.5. import and export operations through postal items;

2.2.3.6. publishing and printing, press and advertising activities;

2.2.3.7. provision of other commercial services not prohibited by the legislation of the Republic of Azerbaijan.

2.2.4. In the field of financial services:

2.2.4.1. opening and maintaining postal accounts;

2.2.4.2. making money transfers;

2.2.4.3. accepting postal deposits;

2.2.4.4. issuing payment instruments, including debit and credit cards, postal checks;

2.2.4.5. conducting currency exchange operations at the request and expense of customers;

2.2.4.6. providing electronic money organization services;

2.2.4.7. providing agent banking services;

2.2.4.8. carrying out insurance agent activities;

2.2.4.9. collecting cash and other valuables.

2.2.5. In the field of radio and television broadcasting:

2.2.5.1. providing residential areas with radio and television broadcasting via terrestrial and satellite technologies, including IP television services;

2.2.5.2. implementing high-quality broadcasting of television channels and constantly ensuring the quality and continuity of broadcasting;

2.3. The company may engage in activities requiring a license and permit after obtaining a license and permit in accordance with the procedure established by law.

3. Duties and rights of the company

 

3.1.    The Company's duties are as follows:

3.1.1.   To operate in accordance with the established regulatory legal acts in the fields of telecommunications, postal communications and radio and television broadcasting;

3.1.2.   To fulfill the duties assigned to it under the contract concluded with the subscriber;

3.1.3.   To organize telecommunications, postal communications and radio and television broadcasting services in accordance with standards, norms and rules;

3.1.4.   To organize the use of traffic in accordance with the norms;

3.1.5.   To create appropriate conditions for the inspection of telecommunications means and devices in accordance with the procedure established by legislation;

3.1.6.   To provide, upon the subscriber's request, the safe use of Internet information resources to protect children from harmful information, taking into account the requirements of the Law of the Republic of Azerbaijan "On the Protection of Children from Harmful Information";

3.1.7.    to organize work on the operation, as well as design, construction and installation of telecommunication devices and equipment;

3.1.8.      to take necessary measures regarding the use of telecommunication devices and equipment, the conformity of which has been assessed in accordance with the procedure established by the legislation, in the public telecommunication network;

3.1.9.     to ensure the quality and use of telecommunication devices and equipment in accordance with the legislation in the telecommunication network of the territories where telecommunication services are provided, as well as to analyze the quality of their work and implement measures to improve it;

3.1.10.   to protect state secrets and other confidential information related to the areas of activity in accordance with the legislation and to observe the confidentiality regime;

3.1.11.   to ensure the creation of technical conditions for the conduct of relevant measures in the telecommunications network by the subjects of operational-search, intelligence and counterintelligence activities and, for this purpose, to equip communication systems with appropriate additional (special) technical means (equipment) - telecommunications control systems;

3.1.12.   to restore or reconstruct telecommunications means damaged as a result of an accident in telecommunications networks, while taking necessary measures to protect nature;

3.1.13.   to ensure the provision of universal postal services in the territory of the autonomous republic in accordance with the regulations;

3.1.14.  to raise the issue of ensuring the construction of buildings for the placement of postal facilities of the Society, the allocation of places or land plots in buildings during the design, construction and reconstruction of residential areas and buildings from state authorities and municipal bodies;

3.1.15.   to identify its customers when opening postal accounts, and to prevent the opening of anonymous bank accounts;

3.1.16.   to carry out planning for the use of its own radio-electronic means in the territory of the autonomous republic;

3.1.17. to ensure the use of frequencies allocated for these devices in accordance with legislative requirements, and to take necessary measures regarding the assignment and registration of call signs;

3.1.18. to record instances of interference caused by neighboring countries to radio and TV broadcasts and other radio-electronic devices—whether provided for in bilateral or multilateral coordination agreements or registered by Azerbaijan with the International Telecommunication Union—and to take appropriate measures;

3.1.19. to participate in international frequency coordination meetings and ensure the preparation of necessary information;

3.1.20. to grant permission for the acquisition (transfer), design, construction (installation), and operation of radio-electronic devices and high-frequency equipment within the territory of the Autonomous Republic;

3.1.21. to operate existing satellite, cable, and other communication systems and to establish new ones;

3.1.22. to exercise control over compliance with established procedures regarding the acquisition (transfer to others), design, construction (installation), and operation of radio-electronic equipment and high-frequency devices within the territory of the Autonomous Republic, as well as over the conformity of radio emissions from such equipment with existing norms and state standards;

3.1.23. to exercise control over the equipping of electrical installations, mechanisms, apparatus, and devices with auxiliary equipment that ensures the suppression of industrial interference with radio reception;

3.1.24. to detect illegal radio-electronic activity on the air and to combat the illegal manufacture and use of radio-transmitting equipment;

3.1.25.   To carry out retransmission of audio-visual (television and radio) signals by combining them into one or more signals using the radio frequency resources it owns through its base terrestrial broadcasting networks, as well as on a separate radio frequency;

3.1.26.   To ensure the reception, processing and transmission of audiovisual (television and radio) signals and data using any technology (including IPTV/OTT services);

3.1.27.   To comply with the established norms and rules in the field of labor protection, technical safety and production, to develop and implement measures ensuring technical safety;

3.1.28.   To carry out other tasks established by the legislation and this Charter to ensure its activities.

3.2.    The Company has the following rights to fulfill its tasks:

3.2.1.   To plan and develop its telecommunications networks;

3.2.2.   to acquire and use number resources and radio frequencies in accordance with the procedure established by legislation;

3.2.3.   to independently determine the tariffs and payment procedures for the telecommunications services it provides, unless otherwise provided for by legislation;

3.2.4.   establish connections with telecommunications networks, as well as use the transit capabilities of traffic over the networks of other telecommunications operators (providers);

3.2.5.   establish, develop and lease local (local), intercity, international telecommunications channels and telephone communications, as well as Internet, data, transmission, switching and line networks, line and cable channel facilities;

3.2.6.   organize certificate services and an electronic document circulation system for state bodies (institutions), legal entities and individuals in accordance with the legislation on electronic signatures and electronic documents, provide mediation (operator) for electronic document exchange and other necessary services;

3.2.7.   issue personalization codes to subscribers from the allocated number resource;

3.2.8.   suspend the provision of telecommunications services to subscribers who do not comply with the rules of use specified in the relevant agreement concluded between the operator and the subscriber in accordance with the legislation;

3.2.9.   to ensure the training of professionals in the relevant field, to make proposals for the development of educational programs and to participate in their implementation, to issue certificates and diplomas for educational programs;

3.2.10.     To organize and implement the work of improving the training of the population, business entities, civil servants, employees working in state and private enterprises in the field of ICT, digital skills, and e-governance, and to increase the professional level of specialists;

3.2.11.   To participate in projects for the purpose of implementing ICT, to provide services, to create startup projects and to support these projects;

3.2.12.     To create an Internet information resource and to organize online services for its activities;

3.2.13.   To connect to the public telecommunications network on a contractual basis and to provide services;

3.2.14.   To take appropriate measures in conjunction with relevant state bodies (institutions) regarding information security and cybersecurity, as well as the security of critical infrastructure in the autonomous republic, to organize technological infrastructure and to provide services;

3.2.15.   To take necessary measures to ensure reliable protection of its infrastructure, to organize internal control systems, to organize physical protection of the territory, buildings and critical infrastructure requiring protection of the Head Office, including all subordinate structures;

3.2.16.   To take measures for the implementation and development of electronic services;

3.2.17.   To prepare and approve short-term and long-term forecast plans of subsidiaries and divisions in order to fulfill the tasks set before them;

3.2.18.   To negotiate with foreign organizations and postal administrations of foreign states, as well as foreign credit organizations, conclude cooperation agreements, as well as join their associations and other unions, in accordance with the legislation;

3.2.19.   To engrave the image of the state emblem of the Republic of Azerbaijan on mailboxes;

3.2.20.   collect information on the market research of printed products;

3.2.21.   organize a sales network for printed products and consumer goods;

3.2.22.   independently carry out import-export operations related to its activities, determine prices for its products and conclude contracts in accordance with the procedure established by law;

3.2.23.   place mailboxes in convenient places for users to collect simple letters and postcards from senders;

3.2.24.   assign indexes to postal communication facilities;

3.2.25.   equip employees with weapons in accordance with the procedure established by law for the purpose of protection during the transportation and collection of postal items and money;

3.2.26.   provide financial services in accordance with the legislation, including postal payment services (money transfers) in accordance with the requirements of the Universal Postal Union;

3.2.27.   to engage in entrepreneurial activities in order to achieve the goals set forth in this Charter;

3.2.28.   to participate in public procurement as a supplier;

3.2.29.   to install stage equipment, provide audio and video equipment, provide technical support for holding cultural, mass, official and public events, as well as to rent equipment and technical infrastructure for these purposes.;

3.2.30.   To provide technical maintenance, repair and service services to machinery and equipment used by the Company, as well as to legal entities and individuals under a contract, and to engage in construction, installation, assembly and production activities related to the provision of these services.

3.2.31.   To exercise other rights established by the legislation and this Charter for the implementation of its activities.

 

4. The Company's authorized capital, property and financial activities

 

4.1.    The authorized capital of the Company consists of 1 (one) share in the amount of 100 (one hundred) manats, 100 percent in cash.

4.2.    The Ministry is the sole participant of the Company and its share in the authorized capital is determined as 1 (one) share of 100 percent.

4.3.    The authorized capital must be paid by the founder within 3 months after the state registration of the Company.

4.4. The composition of the capital contributed by the participant, the procedure for contributing capital, its change and liability for breach of obligations on contributing capital are determined by the decision of the General Meeting. The capital contributed to the authorized capital of the Company may consist of money, securities, other property and property rights or other rights having monetary value.

4.5. The property of the Company is formed from the authorized capital, other property provided by the founder, money, securities, property rights or other rights having monetary value, as well as income received from its activities, donations, grants, attracted investments and other funds not prohibited by law.

4.6.    The value of the Company's property is indicated in its balance sheet.

4.7.    The Company's net profit is generated after paying taxes and other mandatory payments and may be directed to the purposes determined by the legislation and this Charter.

4.8.    The funds remaining at the disposal of the Company are intended for allocations to the salaries of the Company and the Ministry's employees and for the provision of bonuses.

4.9.    The Company's authorized capital is increased or decreased in accordance with the current legislation of the Azerbaijan Republic and this Charter.

4.10. The Company may place free cash funds obtained from its activities and not required for operational needs in bank deposits, government securities, bonds issued by the Central Bank and the Ministry of Finance, as well as other low-risk financial instruments of the capital market in accordance with the legislation of the Azerbaijan Republic, based on the principles of ensuring liquidity, security and profitability.

4.11. The procedure, volume and duration of investment of the Company's free cash in financial instruments are carried out on the basis of the internal investment policy approved by the Supervisory Board (or the founder).

 

5. The supreme governing body of the company

 

5.1.       The supreme governing body of the Company is the General Meeting of its participants (hereinafter referred to as the General Meeting). If the Company consists of one participant, decisions on issues within the powers of the General Meeting of the Company are made by that participant alone and formalized in writing.

5.2.       The General Meeting may be regular or extraordinary. The next General Meeting is convened once a year. An extraordinary General Meeting is convened at the initiative of the executive body and the Supervisory Board, as well as at the request of a participant.

5.3.       An extraordinary General Meeting of the Company in the process of liquidation is convened by the liquidation commission.

5.4.       The decisions of the General Meeting are made by a simple majority of the participants and formalized in writing.

5.5.        The powers of the General Meeting are exercised by the Ministry, which is the sole participant of the Company.

5.6.      The General Meeting has the following powers:

5.6.1.   To appoint and dismiss the head of the executive body of the Company and his deputies in agreement with the Cabinet of Ministers of the Nakhchivan Autonomous Republic;

5.6.2.      To grant consent for the appointment and dismissal of the heads of the Company’s representative offices and branches, as well as its subordinate entities;

5.6.3.      To grant consent for the appointment and dismissal of the chief accountants and other senior executives of the Company, its subordinate entities, representative offices, and branches;

5.6.4.   To determine the structure, staff headcount limits, and remuneration system of the Company, in coordination with the Cabinet of Ministers of the Nakhchivan Autonomous Republic;

5.6.5.   In coordination with the Ministry of Economy of the Nakhchivan Autonomous Republic:

5.6.5.1.  To approve the Company’s charter and determine or amend the amount of its authorized capital;

5.6.5.2.  To establish, reorganize, or liquidate entities with legal entity status (subsidiary and dependent companies) under the Company;

5.6.5.3.  To establish or liquidate the Company’s representative offices and branches;

5.6.5.4. To grant consent, based on the Company’s request, for the transfer of assets belonging to the Company and its subsidiaries from one balance sheet to another (including transfers without consideration) and for the valuation thereof; as well as for the Company to change the designated use of such assets, place them into use or lease them out, pledge (mortgage) them, sell them, contribute them as a share to projects in which the Company participates, or write them off (dispose of them);

5.6.6.   To approve the Company’s expenditure budget;

5.6.7.   To approve the value of non-monetary assets contributed to the Company’s authorized capital;

5.6.8.   To establish the Company’s executive bodies, define their powers, and terminate their powers prematurely;

5.6.9.   To determine the cases and procedure for convening extraordinary General Meetings of the Company;

5.6.10.   To elect members of the Supervisory Board of the Company and to terminate its powers early;

5.6.11.   To take incentive and disciplinary measures against the head of the executive body of the Company and his deputies;

5.6.12.   To approve the rules for rewarding the Company's employees;

5.6.13.   To determine the development directions of the Company;

5.6.14.   To approve the directions of activity, development strategy, business plan and strategic development plan of the Company and monitor them, as well as determine the dividend policy;

5.6.15.   To approve the form of the Company's financial and other reports, as well as the requirements for these reports, and to determine the deadlines for their submission, unless otherwise provided for by law;

5.6.16.   To approve the Company's annual reports, financial statements, and to make decisions on the distribution of its profits and losses, as well as on deductions from profits;

5.6.17.   To make decisions on the conclusion of a transaction (a transaction of particular importance) exceeding 50 (fifty) percent of the value of the Company's net assets, as well as a transaction with a related party, the value of which, according to the opinion of an independent auditor, constitutes 5 (five) percent or more of the Company's assets;

5.6.18.   To make decisions on the issue of securities, including bonds, by the Company;

5.6.19.   To determine the Company’s key performance indicators and monitor their implementation status, as well as to evaluate the efficiency of the Company’s activities based on the results of the analysis and monitoring of said indicators;

5.6.20.   To conclude transactions and acquire and exercise property and non-property rights on behalf of the Company, in accordance with the legislation of the Republic of Azerbaijan;

5.6.21.   To take measures regarding the restructuring of the Company, including the implementation of bankruptcy (insolvency) proceedings;

5.6.22.   To approve corporate governance standards for the management of the Company and oversee the organization of its activities in compliance with said standards;

5.6.23.   To request necessary information and reports from the Company for the purpose of optimizing expenses, and to issue appropriate instructions to the Company’s management bodies based on the analysis of such information and reports;

5.6.24.   To oversee the digital development process within the Company;

5.6.25. To conduct monitoring regarding matters related to the Company’s areas of activity and to take measures based on the results thereof;

5.6.26. To oversee the efficient use of the Company’s assets for their intended purpose;

5.6.27. To manage the state-owned shares of the Company, as well as to exercise rights of possession and use regarding the assets on the Company’s balance sheet and the state-owned shares in the Company’s authorized capital;

5.6.28. To oversee the use of state lands allocated for the Society's use in accordance with their designated purpose, and to grant consent—in compliance with land legislation—for the transfer of land use rights to state enterprises under the Ministry's management and for the return of such lands to the owner;

5.6.29. To make decisions regarding the centralized organization and resolution of all matters concerning the Society's foreign economic relations;

5.6.30. To dispose of funds generated from the Society's activities;

5.6.31. To oversee the efficient use—for their intended purposes—of budget funds, loans, grants, and other financial resources allocated to the Society;

5.6.32. To approve internal rules regarding the Company’s operations (including rules for the prevention of conflicts of interest, and policies and rules concerning human resources management) and rules for the remuneration of the Company’s employees, as well as to grant consent for the approval of the regulations governing the Company’s departments, branches, and representative offices, and the charters of legal entities in which the Company holds a controlling stake (hereinafter referred to as entities of which it is a founder or participant);

5.6.33. To make decisions regarding the inspection (including external and internal audits) of the Company’s operations—whether in their entirety or in specific areas, including financial and economic activities—to accept reports on such inspections, and to take measures based on the findings;

5.6.34.   Approve the Company's financial planning, annual budget (budget forecasts), income and expenditure estimates and monitor their implementation;

5.6.35.   Give consent to the approval of the structure, number of employees, salary system and fund of the Company's departments, branches and representative offices, as well as legal entities of which it is a founder (participant);

5.6.36.   Approve the Company's investment projects and reports on their implementation, as well as the report on the implementation of the main indicators of the Company's development strategy, strategic development plan and business plan;

5.6.37.   Request and receive reports, references and explanations regarding the activities of the Company's Supervisory Board and executive body;

5.6.38.   Exercise other powers specified in the Ministry's Regulations.

5.7. A decision may be made by the General Meeting on any issue related to the activities of the Company, regardless of whether it is mentioned in these Charter or not.

6. Supervisory Board

6.1. The general management and control of the activities of the Company is carried out by the Supervisory Board of the Company (hereinafter referred to as the Board), which is a collegial management body. The Board is accountable to the General Meeting for the results of its activities.

6.2. The Board consists of 5 members - the Chairman of the Board and 4 members, including representatives of the Ministry (4 people) and the Ministry of Economy of the Nakhchivan Autonomous Republic (1 person).

6.3. The Director of the Company and his deputies cannot be elected members of the Board.

6.4. The term of office of the Board members is 5 (five) years.

6.5. The Board operates on a public (free of charge) basis.

6.6. The Chairman of the Board convenes a meeting of the Board at least once every 3 (three) months and chairs the meetings. The General Meeting, a member of the Council or the director initiates the holding of meetings of the Council.

6.7. The powers of the Council are as follows:

6.7.1.   To supervise the implementation of the decisions of the General Meeting of the Company and the organization of the Company's activities in accordance with the requirements of the legislation;

6.7.2.   To supervise the implementation of the decisions of the General Meeting of the Company and the organization of the Company's activities in accordance with the requirements of the legislation;

6.7.3.   To submit proposals to the General Meeting of the Company on amendments to the Company's charter, increase or decrease in the authorized capital;

6.7.4.   To submit proposals to the General Meeting on the establishment of the Company's departments, branches and representative offices, as well as legal entities by the Company, as well as the appointment and dismissal of members (heads) of their management bodies;

6.7.5.   To submit proposals to the General Meeting on the Company's development strategy, business plan and strategic development plan;

6.7.6.  To organize the Company's internal audit service and approve its charter in agreement with the General Meeting, appoint and dismiss its employees;

6.7.7.   To submit documents related to the distribution of the Company's profits and losses, as well as annual reports and financial statements to the General Meeting for approval;

6.7.8.   To make proposals to the General Meeting regarding the determination of the Company's key performance indicators;

6.7.9.   To monitor the activities of the Company's director and his deputies, as well as to evaluate them based on the individual targets and key performance indicators set by them in agreement with the General Meeting;

6.7.10.   To request and receive reports, references and explanations related to the activities of the Company's executive body;

6.7.11.   To approve, in agreement with the General Meeting, the charters of the Company's structural divisions, departments, branches and representative offices, as well as the charters of legal entities of which it is a founder (participant);

6.7.12.   To apply to the General Meeting for a decision on concluding a transaction (a transaction of particular importance) exceeding 50 (fifty) percent of the value of the Company's net assets, as well as a transaction with a relevant person, the value of which, according to the opinion of an independent auditor, constitutes 5 (five) percent or more of the Company's assets;

6.7.13.   To take measures based on the instructions of the General Meeting regarding the results of auditor audits, as well as other audits;

6.7.14.  To submit the Company's financial planning, annual budget (budget forecasts), structure, number of employees, salary system and fund, staffing table, income and expense estimate to the General Meeting for approval and ensure their implementation;

6.7.15.   To establish ethics, strategic planning, risk management and other auxiliary committees in order to increase the efficiency of its activities and delegate part of its powers to them;

6.7.16.     To resolve other issues assigned to the powers of the Council by regulatory legal acts regulating relations in the relevant field.

6.8. The Chairman of the Council:

6.8.1.   Organizes the work of the Council and directs its activities, as well as cancels his or her own decisions and those of the Company's director that contradict the legislation;

6.8.2.   Determines the agenda of the Council meetings, convenes meetings and chairs them;

6.8.3.   invites other persons to participate in the meeting of the Council on its own initiative, as well as upon the request of any other member of the Council or director;

6.8.4.   appoints the secretary of the Council from among the employees who are not members of the Council.

6.9.       Members of the Council:

6.9.1.    Participate in resolving issues within the competence of the Council;

6.9.2.    Get acquainted with the agenda of the Council meeting and the materials to be considered in advance;

6.9.3.   Express their opinion on the decisions to be made by the Council;

6.9.4.     Make a proposal to consider issues within the competence of the Council at the meetings of the Council;

6.9.5.   Get acquainted with the decisions of the Council, meeting minutes and other documents.

6.10.  The Secretary of the Council:

6.10.1.   Organizes the meetings of the Council;

6.10.2.   Performs the duties stipulated in clause 6.13 of these Regulations;

6.10.3.   Compiles the minutes of the meetings of the Council and submits them to the members of the Council for signing;

6.10.4.   Prepares draft decisions of the Council and submits them to the Chairman of the Council for consideration and signing;

6.10.5.   Reports to the Chairman of the Council;

6.10.6.   Ensures that the decisions adopted by the Council are sent to the relevant authorities.

6.11. In the temporary absence of the Chairman of the Council, his powers shall be exercised by a member elected by the Council from among the members.

6.12. Members of the Council shall not commit actions or statements that may harm their reputation, and shall also fulfill other requirements established by Article 49 of the Civil Code of the Republic of Azerbaijan.

6.13. Members of the Council, as well as persons invited to the meetings of the Council, shall be provided with written information about the place and time of the meeting, as well as the issues included in the agenda, at least 3 (three) business days before the meeting, with the necessary documents attached.

6.14. Meetings of the Council may be held remotely, as well as in a mixed format, with the direct participation of its members, using information technologies. The meetings of the Council are authorized when more than half of its members are present. Decisions are made by a simple majority of votes in an open vote, with each member having one vote. Members are not allowed to remain abstentions during voting in the Council. In the event of a tie, the vote of the chairman of the meeting is decisive.

6.15. The results of the Council meeting are formalized by being reflected in the minutes signed by the members of the Council and the secretary. The minutes reflect the place, time, form of the meeting, information about the members who participated, the agenda of the meeting, a summary of the members' speeches on the issues included in the agenda, the results of the voting and the decisions made. If the secretary of the Council is unable to attend the Council meeting, the chairman of the Council shall appoint a person to replace him. The Council shall approve the minutes and send them to the executive body.

6.16. A member of the Council who voted against the adopted decision shall submit a written opinion on his position within 5 (five) working days and such opinion shall be attached to the minutes.

6.17. If an issue affecting the interests of any member of the Council is included in the agenda of the meeting, that member shall provide detailed information about his interests in this regard and shall not participate in the discussion of this issue and voting on this issue.

 

7. Executive body of the society

 

7.1.           The current management of the activities of the Company is carried out by the Director. The Director and his 3 deputies are appointed and dismissed by the General Meeting in agreement with the Cabinet of Ministers of the Nakhchivan Autonomous Republic.

7.2.   In the absence of the Director, his duties are temporarily performed by one of the other deputies determined by the General Meeting.

7.3.   The Director has the following powers:

7.3.1.   To manage the current activities of the Company and carry out its operational management;

7.3.2.   To act on behalf of the Company without a power of attorney, to represent the Company in relations with state bodies (institutions), local self-government bodies, international and non-governmental organizations, and other legal and physical persons;

7.3.3.  In accordance with the Civil Code of the Republic of Azerbaijan and within the powers established by this Charter, to make decisions, carry out operations, issue powers of attorney, conclude transactions on behalf of the Company and ensure their implementation;

7.3.4.      To submit documents related to the distribution of the Company's profits and losses, annual reports and financial reports, investment projects and reports on their implementation, as well as a report on the implementation of the main indicators of the Company's development strategy, strategic development plan and business plan to the Council for approval by the General Meeting and to ensure their implementation;

7.3.5.      To ensure the implementation of an accountability system that allows for regular monitoring and evaluation of the Company's activities;

7.3.6.      To make proposals for determining individual targets and key performance indicators for the activities of the Company's director and his deputies;

7.3.7.      To determine the division of duties among the Company's employees, as well as to organize the payment of salaries, allowances to salaries, bonuses and other payments within the framework of the staffing table, salary system and fund approved by the General Meeting;

7.3.8.     To take necessary measures for the fulfillment of the Company's duties and the exercise of its rights in accordance with the legislation of the Republic of Azerbaijan and this Charter;

7.3.9.     To determine the labor functions of the Company's employees, conclude labor contracts with them, change their terms and terminate them in accordance with the procedure and grounds established by law;

7.3.10. To apply to the Board for a decision by the General Meeting on the conclusion of a transaction (specially significant transaction) exceeding 50 (fifty) percent of the value of the Company's net assets, as well as a transaction with a related party, the value of which, according to the opinion of an independent auditor, constitutes 5 (five) percent or more of the Company's assets;

7.3.11.   To approve, by agreement with the General Meeting, a transaction not exceeding 50 (fifty) percent of the value of the Company's net assets, as well as a transaction with a related party, the value of which, according to the opinion of an independent auditor, constitutes less than 5 (five) percent of the Company's assets;

7.3.12.   To ensure the timely and proper implementation of the decisions of the General Meeting and the Board;

7.3.13.   To make proposals to the Council for the purpose of formulating the development strategy of the Company;

7.3.14.   To make decisions on the establishment of permanent and temporary commissions, advisory committees and working groups for various purposes in the direction of implementing the management of the Company;

7.3.15.   To approve, with the consent of the Council, annual work plans on the activities of the entities included in the structure of the Company and reports on their implementation status;

7.3.16.   To regulate mutual relations between the entities included in the structure of the Company, to take measures to resolve disputes;

7.3.17.   To approve the charters of the commissions, advisory committees and working groups it has created, as well as to apply to the Council for approval of the charters of the structural divisions, departments, branches and representative offices of the Company, as well as the charters of legal entities of which it is a founder (participant);

7.3.18.   To appoint and dismiss the heads of the Company's representative offices and branches, as well as subordinate organizations, in agreement with the Ministry;

7.3.19.   To appoint and dismiss the employees of the Company, the employees of the organizations, branches and representative offices, as well as subordinate organizations, except for the cases specified in this Charter, and to take measures of encouragement and disciplinary punishment against them;

7.3.20.   To issue decisions (orders, decrees, instructions and tasks) within its powers that are mandatory for execution in connection with the organization of the Company's activities;

7.3.21.   To take necessary measures to protect state and commercial secrets, as well as confidentiality regime in the areas of activity;

7.3.22.   To issue powers of attorney, open settlement accounts and other accounts in banks, taking into account the requirements of this Charter;

7.3.23.   To inform the Council about current and operational issues;

7.3.24.   To ensure the implementation of the Company's strategic goals and plans, as well as its budget;

7.3.25.   To ensure the conduct of clerical and archival work in the Company, as well as the consideration of applications and the reception of citizens;

7.3.26.   To cancel decisions of its own and the officials of the Company's structural divisions that contradict the legislation;

7.3.27.   To organize, check and exercise control over the implementation of adopted acts in the areas of activity of the Company;

7.3.28.   To monitor the use of the Company's property in accordance with the purposes provided for in this Charter;

7.3.29.     To conduct operations on behalf of the Company, conclude contracts and ensure their fulfillment within the framework of the powers established by this Charter;

7.3.30.   To exercise other powers not attributed to the powers of the General Meeting and the Council by the legislation and this Charter.

7.4.    The Director must not allow actions and statements that may harm the name, and must also fulfill other requirements established in Article 49 of the Civil Code of the Republic of Azerbaijan.

 

8. Planning the company's work, accounting, financial and statistical reporting

 

8.1. The Company plans its activities taking into account the demand for the work it performs and the services it provides, and determines its development prospects as well as the necessity of ensuring production and social development.

8.2. The Company maintains accounting and statistical records in accordance with the Laws of the Republic of Azerbaijan "On Accounting" and "On Official Statistics." The Company prepares its financial statements in accordance with International Financial Reporting Standards. The Company prepares, submits, and publishes consolidated financial statements.

8.3. The Company’s first financial year commences upon its state registration and concludes on December 31 of that same year. Subsequent financial years commence on January 1 and conclude on December 31.

9. Audit and financial control

 

9.1. In order to strengthen control over the activities of the Company, including its structures, internal and external audits are provided.

9.2. Internal and external audits may be conducted on a scheduled basis (according to the plan) or ad hoc in accordance with the requirements of regulatory legal acts and these Charter.

9.3. An external audit is involved at least once a year to verify the accuracy of the Company's annual financial report.

9.4. The Company ensures the verification of the financial and economic activities and other activities of its departments, branches and representative offices, legal entities of which it is a founder (participant), including economic societies, as well as other subordinate organizations.

10. Insurance

Insurance of the Company's property, production, financial and other risks is carried out at its own discretion, unless compulsory insurance is provided for by the legislation of the Republic of Azerbaijan.

11. Reorganization and liquidation of the company

 

The reorganization and liquidation of the company is carried out by the Cabinet of Ministers of the Nakhchivan Autonomous Republic in accordance with the procedure established in the Civil Code of the Republic of Azerbaijan and other regulatory legal acts.