APPROVED
By the decision of the regular General
Shareholder meetings
CJSC "Kyiv Production Company "Rapid" Minutes No. 19 of 18 April 2011
Appendix __.
SUMMARY
ABOUT THE CEO
PUBLIC JOINT STOCK COMPANY
"Kyiv-based production company Rapid
1. GENERAL PROVISIONS.
1.1. This Regulation on the General Director of Public Joint Stock Company Kyiv Production Company Rapid (hereinafter referred to as the Regulation) has been developed in accordance with the current legislation of Ukraine, the Charter and the recommendations of the Corporate Governance Principles.
1.2. The Regulations define the legal status, composition, term of office, procedure for the formation and organisation of the work of the General Director of Public Joint Stock Company Kyiv Production Company Rapid (hereinafter referred to as the Company), as well as the rights, duties and responsibilities of the General Director.
1.3. The Regulations shall be approved by the General Meeting of Shareholders of the Company (hereinafter referred to as the General Meeting) and may be amended and supplemented only by the General Meeting.
2. LEGAL STATUS OF THE CEO.
2.1. The Chief Executive Officer is the sole executive body of the Company, which manages its day-to-day operations and organises the implementation of decisions of the General Meeting of Shareholders and the Supervisory Board of the Company.
2.2. The General Director shall act on behalf of the Company within the powers provided for by the applicable laws, the Company's Charter and these Regulations, and is accountable to the General Meeting and the Supervisory Board.
2.3. In his/her activities, the CEO shall be guided by the current legislation of Ukraine, the Company's Charter, this Regulation, internal documents of the Company and resolutions adopted by the General Meeting and the Supervisory Board.
2.4. The General Director shall resolve all issues of the Company's activities, except for those that fall within the competence of other management and control bodies of the Company. The powers that are not within the exclusive competence of the Supervisory Board may be delegated by the Supervisory Board to the competence of the Company's General Director.
3. RIGHTS, DUTIES AND RESPONSIBILITIES OF THE CEO.
3.1. The General Director has the right to:
3.1.1. To resolve issues related to the Company's day-to-day operations within the limits of the powers granted.
3.1.2. Receive complete, accurate and timely information about the Company necessary to perform its functions.
3.1.3. To act on behalf of the Company without a power of attorney, including representing its interests, entering into transactions on behalf of the Company, issuing orders and giving instructions binding on all employees of the Company.
3.1.4. In case the General Director is unable to perform his/her powers, such powers shall be exercised by a person appointed by him/her.
3.1.5. To demand the convening of an extraordinary meeting of the Supervisory Board and (or) the General Meeting of the Company.
3.1.6. Receive fair remuneration for performing the functions of the General Director, the amount of which is set by the Supervisory Board.
3.2. The CEO is obliged to:
3.2.1. To act in the interests of the Company in good faith, reasonably and not to exceed his/her powers.
3.2.2. In its activities, the Company shall be guided by the current legislation of Ukraine, the Company's Charter, these Regulations, and acts of internal regulation of the Company.
3.2.3 Execute resolutions adopted by the General Meeting and the Supervisory Board.
3.2.4. Participate at the invitation (upon request) of the Supervisory Board - in meetings of the Supervisory Board, in regular and extraordinary General Meetings.
3.2.5. To comply with the rules and procedures established by the Company regarding conflicts of interest and related party transactions, to timely disclose information about potential conflicts of interest and related party transactions.
3.2.6 Adhere to the information policy established in the Company. Do not disclose confidential information, including trade secrets, which became known in connection with the performance of the functions of the General Director, to persons who do not have access to such information, and do not use it in their own interests or in the interests of third parties.
3.2.7. Provide the Supervisory Board, the Audit Committee, internal and external auditors of the Company with complete and accurate information on the Company's activities and financial position in a timely manner.
3.3. The CEO is responsible for breach of his/her duties
in accordance with the current legislation of Ukraine.
4. COMPETENCE OF THE CEO.
4.1. The competence of the General Director includes:
4.1.1. Determine the areas of activity and development of the Company, prepare and submit for approval by the Supervisory Board a draft strategic plan for the development of the Company approve operational plans and monitor their implementation, approve quarterly, semi-annual and annual financial plans.
4.1.2. Approval of the annual budget of the Company with its subsequent submission for approval by the Supervisory Board, approval of semi-annual and quarterly budgets of the Company, if necessary.
4.1.3. Prepare and submit for approval to the Supervisory Board quarterly and annual reports of the Company prior to their disclosure and/or submission to the General Meeting of Shareholders.
4.1.4. Organisation of the Company's business activities, financing, accounting and reporting.
4.1.5. Organisational and technical support (by decision of the Supervisory Board) for convening and holding regular and extraordinary General Meetings.
4.1.6. Formation of funds necessary for the Company's activities.
4.1.7. Decision-making on opening (establishment) and termination of activities (liquidation) of the Company's structural subdivisions, determination of their activities.
4.1.8. Approve the Company's internal documents, functions and activities of the Company's structural units, and regulate the Company's day-to-day operations, except for those within the competence of the General Meeting and the Supervisory Board.
4.1.9. Prepare quarterly reports of the CEO for the Supervisory Board on the implementation of the main directions of the Company's development, the Company's strategic plan, annual budgets, financial plan, capitalisation and capital investment plans.
4.1.10. Determination of the organisational structure of the Company.
4.1.11. Determine the principles of remuneration and financial incentives for the Company's employees.
4.1.12. Manage the work of the Company's structural divisions and subsidiaries, ensure the performance of their tasks.
4.1.13. To make a decision, within the limits of the General Meeting's authority approved by the General Director, to declare uncollectible and write off receivables that are recognised by the Company as uncollectible in accordance with the laws of Ukraine at the expense of the provision for possible losses from receivables.
4.1.14. To make a decision, within the limits of the General Meeting's authority approved by the General Director, to declare uncollectible and write off the debt on securities that the Company has declared uncollectible in accordance with the legislation of Ukraine at the expense of the reserve formed to compensate for possible losses from transactions with securities.
4.1.15. Determine the list of information constituting trade secrets and confidential information about the Company's activities, determine the procedure for their use and protection.
4.1.16. Ensuring the implementation of resolutions of the General Meeting and the Supervisory Board.
4.1.17. Resolving other issues, except for those within the competence of the General Meeting or the Supervisory Board.
4.1.18. Represent the Company's interests in state institutions, enterprises of all forms of ownership and public organisations, in all law enforcement and regulatory authorities without a power of attorney; execute transactions and perform all legally significant actions on behalf of the Company; sign any agreements and foreign economic contracts; perform other legal actions within the competence determined by the Company's Charter, resolutions of the General Meeting and the Supervisory Board and this Regulation.
4.1.19. Represent the Company in relations with other business entities and individuals both in Ukraine and abroad.
4.1.20. To issue powers of attorney and obligations on behalf of the Company.
4.1.21. To hire and dismiss employees of the Company, including directors and chief accountants of branches and representative offices, to take incentive measures and impose disciplinary sanctions in accordance with the current legislation of Ukraine, the Charter and internal regulations of the Company.
4.1.22. Within its competence, issue orders, instructions and give instructions binding on all employees of the Company, including branches, representative offices and departments.
4.1.23. Establish forms, systems and procedures for remuneration of the Company's employees in accordance with the requirements of the applicable law, approve the Company's staffing table and staffing tables of branches and representative offices, determine the amount of official salaries of all employees of the Company.
4.1.24. Sign contracts on behalf of the Company with members of the Supervisory Board to perform their functions as members of the Supervisory Board of the Company on the terms and conditions approved by the General Meeting.
4.1.25. Sign the Collective Agreement.
4.1.26. To demand convocation of extraordinary meetings of the Supervisory Board, to participate in meetings of the Supervisory Board in an advisory capacity.
4.1.27. To participate in the General Meeting.
4.1.28. To approve job descriptions of the Company's employees.
4.1.29. To reward the Company's employees based on the results of their work and impose penalties for violations in accordance with the applicable law.
4.1.30. Dispose of the Company's property and funds in accordance with the law, the Company's Charter and these Regulations.
4.1.31. To take measures for pre-trial settlement of disputes, sign claims and complaints, sign all documents related to court proceedings of claims and complaints, represent the Company's interests in courts with all rights granted by law to the plaintiff, defendant, third party in the court proceedings, including to waive claims in full or in part, recognise a claim, change the subject matter of a claim, enter into a settlement agreement, appeal against a court decision, submit an enforcement document for collection or issue a power of attorney to another person to perform the relevant actions.
4.1.32. To submit issues related to the Company's activities to the Supervisory Board and the General Meeting in accordance with the established procedure.
4.1.33. Perform other functions necessary to ensure the Company's day-to-day operations.
4.2. The General Director may entrust certain issues within his/her competence to his/her deputies or heads of structural units within the limits provided for by the Company's Charter and these Regulations.
4.3. The competence of the General Director may be changed by adopting a relevant resolution by the General Meeting with the introduction of relevant amendments to the Charter and the Regulation on the General Director. The General Director may decide to transfer some of his/her rights to the competence of the Deputy General Director or heads of structural units.
5. Election of the CEO.
5.1. The General Director shall be elected by the General Meeting for a term of seven (7) years and shall exercise his/her powers on the basis of an employment agreement (contract) with the Company. The Chairman of the Supervisory Board shall sign such agreement (contract) on behalf of the Company.
5.2. The General Director may be any individual who has full legal capacity and is not a member of the Supervisory Board, the Audit Committee or any other body of the Company.
5.3. Each of the members of the Supervisory Board or shareholders of the Company may nominate candidates for the position of the Company's General Director.
5.4. Proposals for nominating candidates for appointment to the position of the CEO shall be submitted to the Chairman of the Supervisory Board not later than 7 days prior to the consideration of this issue by the General Meeting.
5.5. The proposal should include:
5.5.1. Surname, name, patronymic and date of birth of the candidate.
5.5.2. Information on education (name of the educational institution, date of graduation, speciality).
5.5.3. Place of work and positions held by the candidate during the last five years with a description of the functions performed.
5.5.4. The presence or absence of a court ban on engaging in certain types of activities.
5.5.5. Having an unspent criminal record.
5.5.6. Consent of the candidate for election to the position of the Company's General Director.
5.6. From the moment the General Meeting adopts a resolution on the appointment of the General Director, the powers of the previous General Director shall be terminated.
6. REPORTING BY THE CEO.
6.1. The CEO reports to the General Meeting of the Company and the Supervisory Board of the Company.
6.2. The CEO is required to report to the General Meeting of the Company on the results of the year.
6.3. The CEO shall report to the General Meeting of the Company and the Supervisory Board on:
6.3.1 Implementation of resolutions of the General Meeting of the Company and the Supervisory Board of the Company;
6.3.2 Financial and economic status of the company, level of competitiveness and profitability;
6.3.3. Status and possible methods of repayment of accounts payable and receivable;
6.3.4. Dynamics of changes in the Company's reporting indicators.
6.4. The CEO's report shall be in writing and shall contain references to the Company's financial statements, detailed analysis and explanations. The report shall also be presented orally by the CEO at the General Meeting and the Supervisory Board meeting.
6.5. In addition to regular reports to the General Meeting and the Supervisory Board, the CEO is required to:
6.5.1. Timely provide the members of the Supervisory Board, upon their request, with complete and accurate information necessary for the proper performance of their functions by the Supervisory Board;
6.5.2. Immediately inform the Supervisory Board of any extraordinary events. Any important events in the Company's activities that may affect the value of the Company's securities and/or the amount of income on them shall be considered as extraordinary events.
6.6. The CEO's report shall be prepared in writing and all documents related thereto shall be provided to the Supervisory Board members one week prior to the Supervisory Board meeting at which it is to be considered.
7. FINAL PROVISIONS.
7.1. The Regulation shall come into force from the date of its approval by the General Meeting of the Company.
7.2. All issues not regulated by the Company's Charter, Regulations and internal documents shall be resolved in accordance with the current legislation of Ukraine.
Chairman of the Meeting ______________ / _______________ /
Secretary of the Meeting ______________ / _______________ /
