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Information on the state of corporate governance

  • 09.05.2013
  • Posted by: mek
  • Category: Regular information
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How many general meetings were held in the past three years?
No. z/p Year Number of fees, total Including emergency ones
1 2010 1 1
2 2011 1 1
3 2012 0 0

 

Which body carried out the registration of shareholders to participate in the general meeting of shareholders last time?
So No
Registration commission X
Shareholders X
Recorder X
Depositary X
Other (write down): d/n No

 

Which body supervised the registration of shareholders or their representatives to participate in the last general meeting (if there was supervision)?
So No
State Commission on Securities and the Stock Market X
Shareholders who collectively own more than 10 percent X

 

How was voting on the agenda at the last general meeting?
So No
Raising cards X
By ballots (secret ballot) X
By raising hands X
Other (write down): d/n No

 

What were the main reasons for convening the last extraordinary meeting in the reporting period?
So No
Reorganization X
Amendments to the company’s charter X
Making a decision to change the type of company X
Making a decision to increase the authorized capital of the company X
Adoption of a decision to reduce the authorized capital of the company X
Election of the chairman and members of the supervisory board, decision on termination of their powers X
Election of the chairman and members of the audit commission (auditor), adoption of a decision on early termination of their powers X
Other (write down): d/n No

 

Were general meetings of shareholders held in the form of absentee voting in the reporting year? No

 MANAGEMENT BODIES

What is the composition of the supervisory board (if any)?
(persons)
1 The number of members of the supervisory board 0
2 The number of shareholder representatives working in the company 0
3 Number of state representatives 0
4 The number of representatives of shareholders owning more than 10 percent of shares 0
5 The number of representatives of shareholders owning less than 10 percent of shares 0
6 Number of representatives of shareholders – legal entities 0

 

How many times a year did the supervisory board meet on average during the last three years? 0

 

What exactly are the committees created as part of the supervisory board (if any)?
So No
Strategic planning X
Auditory X
On matters of appointments and rewards X
Investment X
Others (write down) The Supervisory Board was not elected in the Company
Others (write down) d/n

 

Has a special position or department responsible for working with shareholders been created in the joint-stock company? (Yes No) No

 

How is the amount of compensation for members of the supervisory board determined?
So No
The reward is a fixed amount X
The remuneration is a percentage of the net profit or increase in the market value of the shares X
The remuneration is paid in the form of securities of the company X
Members of the supervisory board do not receive remuneration X
Other (write down) d/n

 

Which of the requirements for members of the supervisory board are set out in the internal documents of the joint-stock company?
So No
Industry knowledge and experience in the industry X
Knowledge in the field of finance and management X
Personal qualities (honesty, responsibility) X
No conflict of interest X
Limit age X
There are no requirements X
Other (write down): d/n X

 

When was the last time a new member of the supervisory board was elected, how did he familiarize himself with his rights and duties?
So No
The new member of the supervisory board independently familiarized himself with the content of the internal documents of the joint-stock company X
A meeting of the supervisory board was held, at which the new member of the supervisory board was introduced to his rights and duties X
Special training (in corporate governance or financial management) was organized for a new member of the supervisory board. X
All members of the supervisory board were re-elected for a second term or no new member was elected X
Other (write down) d/n

 

Has an audit committee been established in your joint-stock company? (Yes No) No

 

The number of members of the audit commission is 0 people.

 

How many times a year did the audit committee meet on average during the last three years? 0

 

Which officials of the joint-stock company are responsible for keeping the minutes of general meetings of shareholders, meetings of the supervisory board and meetings of the board?
General meeting of shareholders Meeting of the supervisory board Board meeting
1 Board members (director) So No No
2 General Department No No No
3 Members of the Supervisory Board (Chairman of the Supervisory Board) No No No
4 Legal department (lawyer) No No No
5 Secretary of the board No No No
6 Secretary of the general meeting No No No
7 Secretary of the Supervisory Board No No No
8 Corporate secretary No No No
9 A department or department that is responsible for working with shareholders No No No
10 Other (write down): d/n No No No

 

According to the charter of your joint-stock company, which body (general meeting of shareholders, supervisory board or executive body) is responsible for solving each of these issues?
General meeting of shareholders Supervisory Board Executive authority Does not belong to the competence of any body
Determination of the main areas of activity (strategy) So No No No
Approval of activity plans (business plans) So No No No
Approval of the annual financial report or balance sheet or budget So No No No
Election and recall of the chairman of the board So No No No
Election and recall of board members So No No No
Election and recall of the chairman of the supervisory board No No No No
Election and recall of members of the supervisory board No No No No
Election and recall of the chairman and members of the audit commission No No No No
Determining the amount of remuneration for the chairman and members of the board So No No No
Determining the amount of remuneration for the chairman and members of the supervisory board No No No No
Adopting a decision to bring members of the board to property liability So No No No
Making a decision on the additional issue of shares So No No No
Making a decision on the purchase, sale and placement of own shares So No No No
Auditor’s approval No No So No
Approval of contracts in respect of which there is a conflict of interest So No No No

 

Does the charter of the joint-stock company contain a provision that limits the authority of the executive body to make decisions on the conclusion of contracts, taking into account their amount, on behalf of the joint-stock company? (yes/no) No

 

Does the charter or internal documents of the joint-stock company contain provisions on conflict of interests, i.e. a contradiction between the personal interests of an official or persons related to him and the obligation to act in the interests of the joint-stock company? (yes/no) No

 

What documents exist in your joint-stock company?
So No
1 Regulations on general meetings of shareholders X
2 Regulations on the supervisory board X
3 Regulations on the executive body (board) X
4 Regulations on the officials of the joint-stock company X
5 Regulations on the audit commission X
6 Regulations on shares of a joint-stock company X
7 Regulations on the order of profit distribution X
8 Other (write down): d/n

 

How can shareholders get such information about the activities of your joint-stock company?
Information is distributed at general meetings Published in the press, made public in the publicly available information database of the Securities Market Documents are provided for perusal directly at the joint-stock company Copies of documents are provided at the shareholder’s request The information is posted on the joint-stock company’s own website
1 Financial reporting, performance results So So No No No
2 Information on shareholders who own 10 percent or more of the authorized capital So So No No No
3 Information on the composition of the management bodies of the company So So No No No
4 Statute and internal documents So No So No No
5 Minutes of general meetings of shareholders after their holding So So No No No
6 The amount of remuneration of the officials of the joint-stock company So No No No No

 

Does the joint-stock company prepare financial statements in accordance with international accounting standards? (yes/no) No

 

How many times per year, on average, were audits of the joint-stock company carried out by an external auditor during the last three years?
So No
1 They were not held at all X
2 Less than once a year X
3 Once a year X
4 More often than once a year X

 

Which body made the decision to approve the external auditor?
So No
General meeting of shareholders X
Supervisory Board X
Board or director X
Other (write down) d/n

 

Has the joint-stock company changed the external auditor during the last three years? (yes/no) No

 

For what reason was the auditor changed?
So No
The professional level was not satisfactory X
The terms of the contract with the auditor were not met X
The auditor was changed at the request of the shareholders X
Other (write down) d/n

 

Which body carried out inspections of the financial and economic activity of the joint-stock company last year?
So No
Revision Commission X
Supervisory Board X
Internal audit department of the joint-stock company X
A third-party company or third-party consultant X
Inspections were not carried out X
Other (write down) d/n

 

On the initiative of which body did the audit commission conduct the inspection last time?
So No
On his own initiative X
By order of the general assembly X
By order of the Supervisory Board X
At the request of the executive body X
At the request of shareholders who collectively own more than 10 percent of the votes X
Other (write down) d/n

 

During the last year, did your joint-stock company receive paid services of consultants in the field of corporate governance or financial management? (yes/no) No

 

Does your joint-stock company plan to attract investment in each of these ways in the next three years?
So No
1 Issue of shares X
2 Issuance of depository receipts X
3 Issue of bonds X
4 Bank loans X
5 Financing from state and local budgets X
6 Other (write down): X

 

Does your joint-stock company plan to attract foreign investment in the next three years*?
Yes, we are already negotiating with a potential investor
Yes, we plan to start negotiations
Yes, we plan to start negotiations next year
Yes, we plan to start negotiations within two years
No, we do not plan to attract foreign investments in the next three years
Not decided X

 

Does your joint-stock company plan to list its own shares on stock exchanges within the next three years? (yes/no/undecided) – No

 

Has the joint-stock company changed the person who keeps records of ownership rights to shares in the depository system of Ukraine during the last three years? No

 

For what reason was the person who keeps records of ownership of shares in the depository system of Ukraine (hereinafter referred to as the person) changed?
So No
The professional level of the person was not satisfactory X
The terms of the contract with the person were not satisfied X
The person was changed at the request of:
shareholders X
court X
Other (write down) d/n

 

Does the joint-stock company have its own code (principles, rules) of corporate governance? (yes/no) No

 

If the joint-stock company has a code (principles, rules) of corporate governance, indicate the date of its adoption: 1900-01-01; adopted by which governing body: the Code is absent.
Has information on the adoption by the joint-stock company of the code (principles, rules) of corporate governance been made public? (yes/no) No; indicate how it was made public: the Code is absent.
Specify information regarding compliance/non-compliance with the code of corporate governance (principles, rules) in the joint-stock company (with reference to the source of posting their text), deviations and the reasons for such deviations during the year: Code absent