January 27, 2023
Additional requirements to members of the Supervisory Board
In accordance with the Law of the Republic of Uzbekistan dated 18.01.2023 No. LRU-814 “On amendments and additions to certain legislative acts of the Republic of Uzbekistan in connection with further improvement of the corporate governance system”, the nomination of candidates for independent members of the Supervisory Board for consideration by the General meeting of shareholders takes place on a competitive basis unless otherwise provided the charter of the company.
Thus, an independent member of the Supervisory Board cannot be:
– an employee of an audit organization that has provided services to the company and (or) its affiliated persons over the past three years;
– a person who was a member of the Supervisory Board of the company for six consecutive years;
– a person who does not comply with the requirements established by the company’s charter or documents approved by decisions of the general meeting of shareholders.
From now on, an independent member of the company cannot own more than 5% of the voting shares of the company.
An independent member of the Supervisory Board is obliged to notify the company and the Supervisory Board within two working days of non-compliance with the established requirements. In this case, another candidate is elected as an independent member.
The requirement to have at least one independent member of the Supervisory Board also applies to limited liability companies with a state share of more than 50%.
If the executive body of the company (in the case of JSC – director or member of the Management Board or trustee; in the case of LLC – director or collegial executive body of the company) is responsible for violating the procedure for concluding a major transaction or transaction with affiliated persons and as a result of such violation damage was caused to the company and his guilt is proved, then such a person bears subsidiary responsibility for the company’s obligations to reimburse debts in case of insufficiency of his property.