Corporate Governance

The principal business activity of the Company shall be organizing and conducting indirect insurance activity (reinsurance) in all groups and classes of non-life insurance and undertaking other activities directly related to reinsurance.

Company is operating as Open Joint Stock Company. The share capital of the company is AZN 2 000 000 (two million) and is divided into 2000 (two thousand) shares of a par value AZN 1 000 (one thousand) each as at 31 December 2007. Shareholders of the company are 6 physical persons. All shares are unregistered shares.

The company is managed by:

  • General Meeting of Shareholders
  • Supervisory Board
  • Audit Commission
  • Management Board

The General Meeting of Shareholders can be ordinary and extra-ordinary. The Ordinary General Meeting of Shareholders is held within 2 months after the end of each financial year.

Matters which require a resolution of the General Meeting shall include without limitation:

  • Amending the Charter of the Company.
  • Perform changes in authorized capital.
  • Appointing and dismissing Supervisory Board and Audit Commission members and President of the Management Board
  • Decisions on the allocation of the net profit etc.

The Supervisory Board composes of three members. The members of the Supervisory Board are appointed to and dismissed from office by the General Meeting. At least one of the members of Supervisory Board must be independent person who doesn?t posses any of the shares of the company or its subsidiary. The Supervisory Board exercises ongoing supervision of the activities of the Company.

The matters falling within the competence of the Supervisory Board shall include without limitation:

  • Assessing the Management Board?s report on the activities of the Company and confirming the financial statement for the preceding reporting period
  • Giving an opinion on the Management Board's proposals for the allocation of profits
  • Appointing a certified auditor to audit financial statements
  • Appointing and dismissing Vice Chairman and other members of the Management Board upon request of the Chairman of the Management Board
  • approving the Management Board?s proposals regarding the Company?s participation in partnerships approving the Management Board's proposals regarding investments in equities and corporative bonds
  • Determining investment policy of the company
  • Examining other matters and proposals raised by the management board etc.

The Audit Commission composes of three members one of which must be independent person who doesn?t posses any of the shares of the company or its subsidiary. The Audit Commission audits financial activities of the company. The matters falling within the competence of the Supervisory Board shall include:

  • Defining audit policy and strategy of the Company
  • Confirmation of Internal Audit plans
  • Making proposals to Supervisory Board regarding the appointment of independent auditor
  • Having control over the activities of the Internal Audit of the Company etc.

The Management Board composes of three members which include Chairman of the Management Board, Vice-Chairman of the Management Board and other Member of the Management Board. The term of office of the Management Board is three years. The Management Board manages the affairs of and represents the Company. All matters that do not fall within the competence of other authorities of the Company are the competence of the Management Board. Resolutions of the Management Board shall be adopted by an absolute majority of votes. In the case of a tie vote, the President of the Management Board shall have the deciding vote.