Corporate Management

Principles of Corporate Management

Corporate policy of JSC Telasi is conducted according to the Articles of Association of the Company, Internal Regulationsof the Company, as well as fundamental legal acts and regulations of Georgia in the field of regulation of corporate legal relationships: Laws On Entrepreneurs, On the Market of Securities and other legal acts and regulations of Georgia.

Provision of the Company Stockholders and Investors Rights

The Company Supervisory Board, Director General guarantee that rights and legal interests of Company stockholders and investors are honored.

The basic rights of Stockholders – the right to receive dividends and the right to take part in the Company management – are specified in the Law of Georgia On Entrepreneurs and Articles of Association of the Company.

Stockholders of the Company are entitled to take part in the Company management, first of all, by taking decisions at the Stockholders Meeting on issues within their competence.

Stockholders have the right to dispose freely of their shares pursuant to the provisions of legislation in force. The registration system ensures registry reliability of the title in shares, as well as free and swift disposal of shares owned by the Stockholders. Protection of property rights of Stockholders in the Company shares from any violations is guaranteed by the operation and safekeeping of the register of Stockholders by an independent registrar.

The Company Stockholders Meeting may announce distribution of dividends from deliverable profit to Stockholders in consideration of their rights and privileges. The Company shall not be entitled to take decision on distribution of dividends, where the profit is not available. Likewise, it is forbidden to distribute dividends in the amount exceeding recommendations of the Supervisory Board.

Transparency and Information Disclosure

The Company Stockholders have unrestrained access to information on the Company activities pursuant to the legislation in force. Information policy related to the Stockholders is carried out in consideration of totality, responsiveness, objectiveness and authenticity of the delivered information. The Company ensures the Stockholders access to documentation pursuant to in subparagraph 4 of paragraph 6.3 of the Articles. Following a request of a shareholder, the Company should provide him with the copies of documents as per paragraph 20.4 of the Articles.

Control and Assessment of Business Management Quality

Monitoring over financial and economic activity of the Company is fulfilled by the Supervisory Board, Audit Committee under the Supervisory Board and Independent Auditor of the Company.

Aiming at provision of shareholder rights in JSC Telasi, the following internal documents regulating the activities of the Company structural units have been passed:

Articles of Association. The Articles of Association is the basic document of the Company. It includes information on the legal status of the Company, aims and types of operation, authorized capital, shareholder rights, list of executive bodies of the Company, their competence and system of doing business. The wording of the Articles currently in effect was passed on May 20, 2016 by the Stockholders Extraordinary Meeting of JSC Telasi.

Regulations on the Procedure of Preparation and Holding of Stockholders Meeting. Regulations on the Rule of Preparation and Holding of Stockholders Meeting were adopted on March 28, 2013 by the Stockholders Annual Meeting of JSC Telasi. Regulations clarify the system of preparation and holding of the Stockholders Meeting, forms of holding meetings, specify functions of the executive bodies of the Company.

Regulations on the Procedure of Calling and Holding of the Supervisory Board Sessions. Regulations on the Procedure of Calling and Holding of the Supervisory Board Sessions were approved on December 26, 2013 by the decision of Stockholders Annual Meeting JSC Telasi. Regulations clarify the system of preparation and holding of the Supervisory Board sessions, specify functions of the Chairperson of the Supervisory Board, rights and obligations of Supervisory Board members.

Regulations on Payment of Remunerations and Compensations to the Supervisory Board Members. Regulations on Payment of Remunerations and Compensations to the Supervisory Board Members were adopted by the decision of the Stockholders Extraordinary Meeting of JSC Telasi (Minutes No13 of 11.03.2009). Regulations specify the system and amount of remunerations and compensations paid out to the members of Supervisory Board. Under the Regulations, remunerations and compensations are paid to the Chairperson and members of Supervisory Board for participation in the sessions of the Company Supervisory Board irrespective of the form of its holding. A member of the Supervisory Board shall receive the compensation for expenses incurred for taking part in sessions of Supervisory Board according to per diem compensation rates established by the Company, effective for the day of holding a session.

Regulations on the Audit Committee of the Supervisory Board. Regulations on the Audit Committee under the Supervisory Board of JSC Telasi were adopted by the JSC Telasi Supervisory Board on May 21, 2010, Minutes No23. Regulations clarify the status and competence of the Committee, its rights and obligations, members, system of founding, activity and relationships with executive bodies of the Company.

Structure of the Company Executive and Control Bodies

According to the Articles of Association of JSC Telasi, the executive and control bodies of the Company are as follows:

Stockholders Meeting
Supervisory Board
Director General

Stockholders Meeting. The Company Stockholders Meeting is the highest control body. The Stockholders Meeting offers the stockholders an opportunity to enjoy their right to take part in the Company management through taking decisions on the most important issues of the Company operation in accordance with the powers of the Stockholders Meeting. The Supervisory Board, executive bodies shall be accountable before the Stockholders Meeting. The competence, time-frames, procedure of preparation and holding, form of holding of the Stockholders Meeting are specified by the Law of Georgia On Entrepreneurs, Articles of Association and Regulations on Procedure of Preparation and Holding of Stockholders Meeting.

Supervisory Board of the Company. General management of the Company’s operation is carried out by the Supervisory Board which takes decisions on the core issues of Company operation within its competence as specified by the Articles. The system of Supervisory Board activity is regulated by the Articles of Association and Regulations on the Procedure of Calling and Holding Sessions of the Supervisory Board. Supervisory Board is a collective panel with 6 members. Members of the Company Supervisory Board shall be elected at the Company Stockholders Meeting. Members of the Supervisory Board shall be elected by the General Meeting of Shareholders of the Company until the next Annual General Meeting of Shareholders. By the decision of Stockholders Meeting the powers of all the Supervisory Board members may be cancelled before expiry of their term. Individuals elected to the Supervisory Board may be re-elected without restrictions. By the decision of Company Stockholders Meeting the pre-term re-election of member of Supervisory Board is possible.

Director General. Director General runs day-by-day business of the Company. He is a sole executive body of the Company. Director General runs the management, every-day operation of the Company and has representative powers of the Company.

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