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15 August 2023

Effective participation of state representatives in the management bodies of enterprises with state participation is ensured

Resolution of the Cabinet of Ministers No. 373 dated 14 August 2023 "On measures to ensure effective participation of state representatives in the management bodies of enterprises with state participation" was adopted.

This resolution was developed by UzSAMA in order to fully implement the Law of the Republic of Uzbekistan "On management of state property" and determines the procedure for participation and voting of the state representative on the packet (share) of state shares at the general meeting of shareholders (participants) of the enterprise with state participation.

The resolution approved the regulation on the procedure for the activities of state representatives in enterprises with state participation, according to which:

1. the state representative shall agree in advance on the voting procedure when the following issues are included in the agenda of the general meeting of shareholders (participants) of an enterprise with state participation, including the following:

a) with the authorized body:

  • reorganisation or liquidation of the enterprise;
  • establishment of subsidiary economic entities;
  • approval of the organisational structure;
  • election, appointment, hiring of the executive body of the enterprise, early termination of its powers;
  • setting the maximum number of authorised shares;
  • split and consolidation of shares;
  • increasing or decreasing the amount of the authorised fund (charter capital) of an enterprise;
  • pledge of property;
  • conclusion of a major transaction or conclusion of transactions with affiliates of the enterprise.

b) Prior approval by UzSAMA of the distribution of net profit and the allocation of part of it for dividends.

2. the representative of the state independently makes decisions in accordance with the law and the contract of trust management of state assets on other issues, except for the listed contractual issues;

3. in cases where there is no supervisory board in state-owned enterprises in which the state share is not transferred to trust management, prior to the formation of a supervisory board, an instruction on the voting procedure on issues subject to agreement on the agenda of the general meeting of shareholders (participants) is delivered to the state representative simultaneously with the power of attorney;

4. the notification on the issues subject to agreement should be signed by the trustee of investment assets performing trust management of the state share or by the members of the supervisory board elected on the state share, except for independent members elected on the state interest;

5. the notification issued by the representative of the state, as well as the form of the prescription issued by the authorised body and the deadlines for their submission should be determined.

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