Interest in committing a company transaction
Transactions (including a loan, a loan, a pledge, a surety) in which there is an interest of a member of the board of directors (supervisory board) of the company, a person exercising the functions of the sole executive body of the company, including a managing organization or a managing member of the collegial executive a body of a company or a shareholder who owns jointly with its affiliates 20% or more of the voting shares of the company, as well as a person entitled to give the company binding instructions, are committed society in accordance with the norms of the Law on JSC.These persons are considered interested in a transaction by the company in cases when they, their spouses, parents, children, full-time and half-brothers and sisters, adoptive parents and adopted persons and (or) their affiliated persons:
o are the party, beneficiary, intermediary or representative in the transaction;(p) o own (individually or in aggregate) 20% or more of the shares (interests, units) of a legal entity that is a party, beneficiary, intermediary or representative in the transaction; o hold positions in the management bodies of a legal entity that is a party, beneficiary, intermediary or representative in the transaction, as well as positions in the management bodies of the managing organization of such legal entity;
o in other cases determined by the charter of the company.
The norms of the JSC Law governing the execution by the company of transactions in respect of which there is an interest, do not apply:
o to the companies consisting of one shareholder who simultaneously performs the functions of the sole executive body;
o deals in the transaction of which all shareholders of the company are interested;
o when exercising the preemptive right to purchase shares placed by the company and equity securities convertible into shares;
on the acquisition and redemption of outstanding shares by the company;
o reorganization of the company in the form of merger (merger) of companies;
o to transactions that are mandatory for the company in accordance with federal laws and (or) other legal acts of the United States and settlements on which are made at fixed prices and tariffs established by authorized in the field of state regulation of prices and tariffs by bodies.>
Interested parties are obliged to bring to the notice the board of directors (supervisory board), the audit commission (auditor) and the company's auditor information:
o of legal entities in which they own 20% or more voting shares (shares, units) independently or jointly with their affiliate (s)
o legal entities in whose management bodies they hold posts;
o of known transactions that are or are being committed, in which they can be recognized as interested parties.
The decision to approve the transaction by the company is accepted:
o in companies with a number of shareholders - owners of ordinary shares of 1,000 or less - by the board of directors (supervisory board) by a majority of directors who are not interested in its commission.If the number of disinterested directors is less than the quorum determined by the charter, the decision on this matter should be taken by the general meeting of shareholders by a majority vote of all shareholders who are not interested in the transaction - owners of voting shares;
o companies with more than 1,000 shareholders holding voting shares - by the board of directors (supervisory board) by a majority of independent directors, not interested in it. In the event that all members of the board of directors (supervisory board) of the company are recognized as interested persons and (or) are not independent directors, the transaction can be approved by the decision of the general meeting of shareholders.
An independent director is considered to be a member of the board of directors (supervisory board) of the company, who was not and was not within one year prior to the decision:
o the person performing the functions of the sole executive body of the company, including its manager, a member of the collegial executive body, a person holding posts in the management bodies of the managing organization;
o a person, spouse, parents, children, half-brothers and half-brothers, adoptive parents and adopted persons are persons holding positions in the specified management bodies of the company, the managing organization of the company or being the company's managers;
o an affiliated person of the company, with the exception of a member of the board of directors (supervisory board) of the company.
The decision to approve an interested-party transaction is made by the general meeting of shareholders (by a majority of votes of shareholders not interested in the transaction), in particular, if:
o a transaction or series of related transactions involving property whose value according to the accounting data (offer price of acquired property) of the company is 2% or more of the book value of the Company's assets according to its financial statements as of the last reporting date;
o a transaction or several interrelated transactions are placement by subscription or by the sale of shares constituting more than 2% ordinary shares previously placed by the company and ordinary shares in which there may be converted previously placed equity securities convertible into shares.
An interested party transaction does not require the approval of the General Meeting of Shareholders in cases where the terms of such transaction do not differ materially from the terms of similar transactions that occurred between the company and the interested party in the ordinary course of business of the company that took place before the moment when the interested person is recognized as such. This exclusion applies only to interested party transactions that occurred between the time when the interested party is recognized as such and until the next annual general meeting of shareholders is held.
In the decision to approve a transaction in which there is an interest, the person (s) that is its party (parties), the beneficiary (beneficiaries), the price, the subject matter of the transaction and other material terms must be indicated. The General Meeting of Shareholders may decide to approve the transaction (s) between the company and the person concerned, which may be committed in the future in the course of the company's normal business. In this case, the decision of the general meeting of shareholders must also specify the maximum amount for which the transaction (transaction) can be made. Such a decision is effective until the next annual general meeting of shareholders.
If you violate these requirements for the conclusion of a transaction in which there is interest:
o the transaction can be declared invalid;
o the person concerned bears responsibility to the company in the amount of losses caused to them by the company. In case several persons are liable, their liability to the company is solidary.
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