of July 24, 2007 No. 151
About the Procedure for use by the state of the special participation right in management ("golden share") of joint-stock companies
According to the Presidential decree of the Republic of Uzbekistan of July 20, 2007 the No. UP-3897 "About Additional Measures for Deepening of Processes of Privatization of the Companies of Strategic Industries of Economy" Cabinet of Ministers decides:
1. Approve the Provision "About Procedure for Use by the State of the Special Participation Right in Management ("Golden Share") of Joint-stock Companies" according to appendix.
2. Goskomkonkurention of the Republic of Uzbekistan in accordance with the established procedure to make in the Cabinet of Ministers offers on candidates for appointment of representatives of the state for the privatized companies of the cotton-processing industry.
3. The commissions on monitoring of effective use of the state share fraction in joint-stock associations and the companies (Azimov R. S.) together with the Center for management of the state assets under the State committee of the Republic of Uzbekistan on privatization, demonopolization and development of the competition, the Ministry of Economics and the Ministry of Finance of the Republic of Uzbekistan to provide strict observance of requirements of the Provision approved by this resolution.
4. To the State Property Committee and Ministry of Justice of the Republic of Uzbekistan in a month:
together with other interested ministries and departments to make in the Cabinet of Ministers offers on the changes and amendments in the legislation following from this resolution;
provide reduction by the ministries and departments of the regulations in compliance with this resolution.
5. To impose control over the implementation of this resolution on the Deputy prime minister of the Republic of Uzbekistan Azimov R. S.
Prime Minister of the Republic of Uzbekistan
Sh. Mirziyoyev
Appendix
to the Resolution of the Cabinet of Ministers of the Republic of Uzbekistan of July 24, 2007 No. 151
1. This Provision is developed according to the Presidential decree of the Republic of Uzbekistan of July 20, 2007 No. UP-3897 "About Additional Measures for Deepening of Processes of Privatization of the Companies of Strategic Industries of Economy" and determines procedure for use by the state of the special participation right in management ("golden share") of joint-stock companies.
2. The special right of participation of the state (further - "golden share") is entered based on the decision of the Government of the Republic of Uzbekistan in management of the separate privatized joint-stock companies of strategic industries having priority value for national economy.
3. "Golden share" is entered in joint-stock companies which share of the state in the authorized capital is absent or constitutes no more than 25 percent for the term established by the decision of State commission on holding tenders in case of sale of state-owned property (further - the State tender commission).
4. "Golden share" has no cost, is not subject to alienation and transfer to pledge, is not considered in case of determination of the size of authorized fund and charge of dividends.
5. "Golden share" is implemented by means of appointment of the representative of the state in the supervisory board of joint-stock company (further - the representative of the state).
The representative of the state is the part of the supervisory board determined by charter of joint-stock company on position.
6. Joint-stock company on which the decision on introduction of "golden share" is made:
will re-register the charter of society with entering of the corresponding data into it, and in case of decision making about the termination of use of "golden share" excludes the societies supplied the information from the charter;
increases the quantitative structure of the supervisory board which is earlier determined by the charter of society.
7. If the state has at the same time "golden share" and no more than 25 percent of ordinary shares of joint-stock company, the representative of the state, along with realization of powers of the state - the owner of "golden share", carries out also powers of the trustee the state assets.
At the same time the representative of the state is entered in the shareholder register twice: as the representative of the state regarding use of "golden share" and the trustee the corresponding state assets.
The representative of the state carries out powers of the trustee the state assets according to the legislation on trust management of the state assets.
8. The representative of the state is appointed by the Commission on monitoring of effective use of the state share fraction in joint-stock associations and the companies.
9. The offer on candidates for appointment of the state as the representative is made by Agency on management of the state assets of the Republic of Uzbekistan in coordination with the relevant structural division of the Cabinet of Ministers.
10. The representative of the state is appointed for a period of three years.
11. It are without fail provided to the representative of the state according to the procedure established by charter of joint-stock company, written notices of holding general shareholder meetings and meetings of the supervisory board, the copy of the materials submitted for their consideration, other information on activities of joint-stock company including information which is trade secret of joint-stock company.
12. The representative of the state without fail participates in general shareholder meeting and meetings of the supervisory board with the right of imposing of "veto" on decisions on the following questions:
about modification and amendments in charter of joint-stock company or about approval of charter of joint-stock company in the new edition;
about change of the size of authorized capital of joint-stock company;
about change of the main activities of joint-stock company;
about making by joint-stock company of large deals and transactions, with affiliates;
about participation of joint-stock company in commercial and non-profit organizations;
about reorganization and liquidation of joint-stock company, appointment of liquidation commission and about approval of intermediate and final liquidation balance sheets.
Decisions of general shareholder meeting and the supervisory board of joint-stock company which are made without participation of the representative of the state, and also which by the representative of the state it is vetoed, are not subject to execution.
13. In case of decision making by general shareholder meeting and the supervisory board on others, in addition to specified in Item 12 of this provision, to questions the representative of the state in vote does not participate, except as specified, when it at the same time manages the state packet of ordinary shares of joint-stock company.
14. The representative of the state performs the powers based on the written directives of the Agency on management of the state assets of the Republic of Uzbekistan prepared taking into account offers of the Ministry of Economic Development and reducing poverty and the Ministry of Finance.
15. The representative of the state sends to Agency on management of the state assets of the Republic of Uzbekistan and development of the competition not later than 15 days before date of meeting of the supervisory board or general shareholder meeting information on the agenda of meeting of the supervisory board and general shareholder meeting, including, if necessary, offers on use of the right of "veto".
The explanatory note with reasonable statement of line item of the representative of the state on cases in point is attached to information.
16. The agency on management of the state assets of the Republic of Uzbekistan in two-day time from the date of receipt from the representative of the state of the relevant documents requests the conclusion of the Ministry of Economic Development and reducing poverty and the Ministry of Finance of the Republic of Uzbekistan concerning feasibility of use of the right of "veto".
The Ministry of Economic Development and reducings poverty and the Ministry of Finance of the Republic of Uzbekistan within 3 days from the date of receipt from Agency on management of the state assets of the Republic of Uzbekistan of the relevant documents represent to Agency on management of the state assets of the Republic of Uzbekistan in writing the accurate line item about feasibility of use of the right of "veto".
17. In the presence of disagreements between Agency on management of the state assets, the Ministry of Economic Development and reducings poverty or the Ministry of Finance of the Republic of Uzbekistan concerning feasibility of use of the right of "veto". The agency on management of the state assets holds conciliatory meeting with participation of representatives of the specified ministries and the representative of the state for acceptance of agreed decision
If agreed decision is not developed, the Agency on management of the state assets and development of the competition represents required materials, including the protocol of conciliatory meeting with the list of disagreements and reasons for line items of the parties to the Commission on monitoring of effective use of the state share fraction in joint-stock associations and the companies which in accordance with the established procedure makes the final decision.
18. According to the made decision the Agency on management of the state assets of the Republic of Uzbekistan and development of the competition no later than 15 days from the date of receipt from the representative of the state of the relevant documents directs to the representative of the state specific written instructions concerning use of the right of "veto".
19. The representative of the state shall:
perform the powers strictly according to the directives received from Agency on management of the state assets of the Republic of Uzbekistan;
not disclose to the third parties of the data who became known to it when implementing of the powers assigned to it and not to use them for the purpose of contradicting interests of the state, joint-stock company and its shareholders;
represent written information on results of accomplishment of each directive received by it on implementation of the powers to Agency on management of the state assets of the Republic of Uzbekistan.
20. In case of simultaneous accomplishment of powers of the trustee the state assets the representative of the state represents separate reports on the accomplishment of these powers according to the procedure established by the legislation to Agency on management of the state assets of the Republic of Uzbekistan.
21. The representative of the state earns annual reward for the account of public funds according to the procedure approved by the Ministry of Finance and Agency on management of the state assets of the Republic of Uzbekistan.
22. The representative of the state has no right to earn extra fee from joint-stock company, except case of simultaneous accomplishment of powers of the trustee the state assets.
23. Control of activities of the representative of the state is exercised by Agency on management of the state assets of the Republic of Uzbekistan, and also based on the generalizing materials prepared by Agency on management of the state assets on the companies of industries of economy - the relevant structural division of the Cabinet of Ministers.
24. The representative of the state is exempted from the powers assigned to it by Agency on management of the state assets in coordination with the relevant structural division of the Cabinet of Ministers in the following cases:
in case of non-execution or improper execution of the obligations;
in case of impossibility of further execution of the obligations by it as a result of long-period illness, change of the residence or other reasons.
25. Persons guilty of violation of the requirements established by this Provision bear responsibility according to the legislation.
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The document ceased to be valid since October 27, 2022 according to the Resolution of the Cabinet of Ministers of the Republic of Uzbekistan of 26.10.2022 No. 619