966
- Rights and responsibilities of shareholders
Shareholders shall be entitled to:
participate in the management of the joint-stock company as specified by the Civil Code, other legislation, and the charter of the company, elect and be elected to its management and executive bodies.
in the order determined by the legislation, receive information about the activity of the company, once every year become familiar with its annual report and financial statements.
request convening a general meeting of the company shareholders.
request making changes to the agenda of the general meeting of shareholders and addition of new issues for discussion to the agenda.
participate in the general meeting of shareholders with voting right (except in the cases provided for in Articles 49-1.2 and 49-1.3 of this Code) and request a copy of meeting minutes.
request the review of activities of the company by the revision committee or the auditor.
receive dividends from the net profit of the company.
in cases provided for by the company’s charter, participate in voting in absentia by submitting a written document expressing his/her position on an item on the agenda of the general meeting (in favor, against, or abstaining), provided that his/her signature is duly certified in accordance with the requirements of the law (notarial or otherwise).
appeal to the court against decisions of the general meeting of shareholders.
in the event of the company’s liquidation, after satisfying the claims of creditors and paying accrued but unpaid dividends as well as the liquidation value of preferred shares, receive a portion of the remaining assets of the company.
demand that the members of the executive body and the board of directors (supervisory board) be held liable for negligence and for intentionally causing damage to the joint-stock company.
participate in the sale of shares of the company.
apply to the court or other competent authority for the compensation of damage caused to the company or shareholders as a result of a concluded transaction and for the reimbursement of related expenses.
review the annexes to the transactions to be concluded (transactions with related parties and material transactions).
in cases provided for under Article 49.4 of the Civil Code, or where there are reasonable grounds to suspect the occurrence of such cases, a participant(s) holding at least ten percent of the charter capital (shares) of a legal entity, request from the person acting on behalf of the legal entity, including any person representing the legal entity in its management bodies (the supervisory board, board of directors, or the executive body), the submission of all documents or information available within the legal entity related to such cases (without the need to specify particular documents), for the purpose of reviewing them.
enjoy other rights specified in the Civil Code and the charter of the company.
In accordance with the Code of Administrative Offences, officials and legal entities shall bear liability for any violation or unlawful restriction of investors’ rights in the securities market.
Shareholders shall:
not disclose to third parties any information considered a trade secret or confidential under the law and/or the charter.
present within ten calendar days a written notice to the central depository on changes made to the information related to him/her in the register.
fulfil other duties provided for by the legislation.
- Submission of issuers' annual and semi-annual reports
Issuers should disclose to the public the reports stipulated in Article 75 of the Law on the Securities Market (the Law) by submitting them to the Central Bank. Issuers’ annual reports shall be prepared based on the results of the year, approved by their supreme governing bodies, and submitted to the Central Bank. Unless the Central Bank, in accordance with the procedure set forth in Article 75.5 of the Law, issues an instruction to suspend the disclosure of such reports, they should be made public, and issuers shall ensure that the reports remain publicly accessible for the following five years.
Issuers’ annual reports should include:
financial statements and the external auditor’s opinion on their review
management report.
Issuers should submit their annual and semi-annual reports to the Central Bank no later than 10 days from the date of their approval. If the annual or semi-annual reports fail to comply with the requirements set forth in Article 75.12 of the Law, or if they contain any misrepresented information, the Central Bank shall, within 15 business days from the date of submission, issue a written notice to the issuer requiring the rectification of such deficiencies and the suspension of the disclosure of the reports.
Issuers’ financial statements are prepared in accordance with the Law of the Republic of Azerbaijan on Accounting and are approved with an auditor’s opinion, while the requirements for the management report are determined by the Regulations on requirements for issuers’ management reports.
An open joint-stock company is required to publish its annual report and financial statements (except for micro and small business entities), as well as the information specified in Article 99.2 of the Civil Code, each year for public access.
If, within the period specified in Article 75.5 of the Law, the Central Bank fails to require the suspension of the disclosure of annual or semi-annual reports, issuers should ensure that the information contained in their annual and semi-annual reports is made public—on their official websites (if any) and on the media—within 30 days from the date the reports were submitted to the Central Bank. Additionally, other disclosure requirements for issuers are stipulated in Articles 76 and 77 of the Law.
In the securities market, failure, or refusal by issuers to submit reports or other information required under the Law to the Central Bank, as well as the submission of distorted information or violation of submission deadlines, shall result in administrative liability in accordance with Article 421 of the Code of Administrative Offences. In such cases, officials are subject to a fine ranging from six hundred to seven hundred manats, and legal entities are subject to a fine ranging from one thousand to one thousand five hundred manats.
