Charter

C H A R T E R of the State Agency of Azerbaijan Automobile Roads Public Legal Entity

1. General Provisions
1.1. The State Agency of Azerbaijan Automobile Roads (hereinafter-“Agency”) is a public legal entity engaged in the field of provision of services in the sphere of automobile road economy of the Republic of Azerbaijan, design, construction, operation, restoration, repair, reconstruction of automobile roads (hereinafter-automobile roads), as well as bridges, tunnels and other road facilities on its balance sheet, maintenance of automobile roads and road facilities and control of their condition, as well as ensuring the comprehensive implementation of other work related to the development of road infrastructure (hereinafter- in the relevant field). 1.2. The Agency is guided by the Constitution of the Republic of Azerbaijan, laws of the Republic of Azerbaijan, this Charter, other decrees and orders of the President of the Republic of Azerbaijan, decisions and orders of the Cabinet of Ministers of the Republic of Azerbaijan, other normative legal acts.
1.3. In carrying out its duties and exercising its rights, the Agency interacts with state and local self-government bodies, international and non-governmental organizations, and other legal entities and individuals.
1.4. The Agency is engaged in activities of national importance. The Agency may engage in entrepreneurial activities to achieve the goals set forth in this Charter.
1.5. The Agency has an independent balance sheet, property, treasury and bank accounts, a stamp engraved with its name, appropriate stamps and letterheads, and a logo (emblem).
1.6. According to the law, the Agency has the right to enter into transactions, acquire and exercise property and non-property rights on its own behalf, as well as obligations, and acts as a plaintiff or defendant in court.
1.7. The Agency is located in Baku.

2. Objectives and directions of the Agency's activity
2.1. The objective of the Agency's activity is to provide services in the field of automobile road economy of the Republic of Azerbaijan, design, construction, operation, restoration, repair, reconstruction of automobile roads, as well as bridges, tunnels and other road facilities (crossings, facilities, buildings and equipment), maintenance of automobile roads and road facilities  and control of their condition, including the implementation of other activities related to the development of road infrastructure in a comprehensive manner.
2.2. The activities of the Agency are as follows:
2.2.1. to ensure the development of the relevant field;
2.2.2. to participate in the formation of a unified state policy in the relevant field and to ensure the implementation of this policy;
2.2.3. to organize forecasting and planning work in the relevant field.

3. Rights and obligations of the Agency
3.1. The Agency performs the following obligations in accordance with the activities defined by this Charter:
3.1.1. participates in the development and implementation of state programs, strategies and development concepts in the relevant field;
3.1.2. participates in the development of the basics of a single technical, financial, credit and targeted investment policy in the road sector;
3.1.3. organizes and ensures the conduct of tenders (competitions) in accordance with the legislation on procurement for the purchase of goods (works and services) in connection with the implementation of economic activities;
3.1.4. prepares proposals on the development of the relevant field and submits them to the relevant state bodies;
3.1.5. takes measures to analyze the economic and financial situation of the Agency, its departments, branches and representative offices, as well as economic societies and to increase the efficiency of their activities;
3.1.6. ensures compliance with the requirements of environmental safety standards during the implementation of economic activities, as well as compliance with the requirements for the protection of ecology and public health;
3.1.7. takes measures to establish, restore and protect protective forest strips and other green areas on the land of automobile roads;
3.1.8. takes measures in accordance with the town-planning and construction legislation to prevent the construction of illegal constructions and facilities built on the lands of automobile roads;
3.1.9. ensures the creation and maintenance of the register of automobile roads;
3.1.10. provides a special mode of use in the protection (protection) lanes of automobile roads;
3.1.11. provides mobilization and civil defense training of the Agency, its departments, branches and representative offices, as well as economic societies; 
3.1.12. ensures the efficient use of budget funds, loans, grants and other financial resources allocated to the Agency;
3.1.13. takes measures to strengthen the material and technical base of the road economy, ensures its effective use;
3.1.14. carries out production and sale of raw materials and materials necessary for road economy in accordance with the directions of activity;
3.1.15. approves the laying of relevant engineering communications on automobile roads, as well as bridges, tunnels and other road facilities;
3.1.16. makes proposals on the development of international transport corridors passing through the territory of the Republic of Azerbaijan;
3.1.17. submits proposals to the Cabinet of Ministers of the Republic of Azerbaijan on making changes in the list of republican and local importance automobile roads, as well as urban automobile roads;
3.1.18. makes proposals on the organization and operation of toll highways, bridges, tunnels and other road facilities on the international transport corridor passing through the territory of the Republic of Azerbaijan and other alternative automobile roads;
3.1.19. raises the issue of relevant state bodies on automobile roads, which need to be temporarily restricted during natural disasters and emergencies;
3.1.20. carries out work on rehabilitation of roads and road facilities in order to eliminate the consequences of the natural disaster;
3.1.21. takes measures to conduct examination of design and estimate documents for the construction, reconstruction, repair and rehabilitation of automobile roads, as well as bridges, tunnels and other road facilities in accordance with the legislation on urban planning and construction;
3.1.22. when a license is required for the design, construction, management, maintenance, protection, current, medium and capital repairs, reconstruction of automobile roads, as well as bridges, tunnels and other road facilities, it carries out such work without obtaining a license;
3.1.23. takes measures for the commissioning of automobile roads, as well as bridges, tunnels and other road facilities;
3.1.24. carries out marking of borders of protection (protection) lanes;
3.1.25. provides technical conditions for the construction, reconstruction and repair of automobile road connections of roadside service facilities and carries out control over them;
3.1.26. participates in tenders (competitions) held in the Republic of Azerbaijan and abroad for the selection of designers and contractors for the implementation of projects related to the construction and reconstruction of automobile roads, as well as bridges and other road facilities in accordance with relevant legislation;
3.1.27. carries out technical and author's control during the implementation of projects related to the construction, rehabilitation, repair and reconstruction of automobile roads, as well as bridges and other road facilities;
3.1.28. conducts technical testing of bridges and other road facilities, as well as takes measures to attract specialized enterprises for the purpose of technical testing;
3.1.29. compiles technical passport of automobile roads, bridges, tunnels and other road facilities;
3.1.30. organizes the receipt of documents from the bodies assessing the conformity of materials, devices and equipment used on automobile roads;
3.1.31. carries out the transfer of property on the balance of the Agency, its departments, branches and representative offices, as well as economic societies independently (within the structure) from balance to balance and informs about it;
3.1.32. implements measures for social protection of employees of the Agency, improvement of working conditions and labor protection;
3.1.33. considers incoming appeals related to the activities of the Agency;
3.1.34. organizes information support and security of the Agency;
3.1.35. ensures informing the population about its activities, creation of a website, placement of public information on its website, the list of which is to be disclosed by the Law of the Republic of Azerbaijan “On Access to Information” and constant updating of this information;
3.1.36. performs other duties determined by acts of the President of the Republic of Azerbaijan.
3.2. The Agency has the following rights to perform its duties:
3.2.1. to prepare drafts of legal acts regulating the relevant field or to participate in their preparation;
3.2.2. to give opinions and proposals on areas of activity, to conduct analyzes and generalizations, to prepare analytical materials, to conduct research;
3.2.3. to involve independent experts and specialists in its activities in accordance with the legislation;
3.2.4. to exercise the rights provided by law with respect to the property in use;
3.2.5. to study best practices in this field in order to develop road infrastructure, to cooperate with relevant agencies and organizations of foreign countries in the manner prescribed by law;
3.2.6. to issue special bulletins and other publications;
3.2.7. to organize professional development and trainings in other areas in order to increase the professional level of employees;
3.2.8. to establish or participate in economic societies for the purpose of fulfilling their duties;
3.2.9. to request and receive information (documents) from state and local self-government bodies, legal entities and individuals on information (documents) related to their areas of activity;
3.2.10. Other rights established by acts of the President of the Republic of Azerbaijan.

4. Management of the Agency 
4.1. The Agency applies advanced corporate governance standards in its activities and management.
4.2. The governing body of the Agency is its Board of Directors.
4.3. The Board of Directors manages and supervises the Agency. The Board of Directors consists of three people - the Chairman of the Board of Directors and two Deputy Chairmen appointed and dismissed by the President of the Republic of Azerbaijan.
4.4. In case of temporary absence of the Chairman of the Board of Directors, his/her powers shall be exercised by another member of the Board of Directors appointed by the Chairman of the Board of Directors.
4.5. The Board of Directors performs the following duties:
4.5.1. defines the directions of development of the Agency;
4.5.2. submits proposals and documents to the President of the Republic of Azerbaijan and the Cabinet of Ministers of the Republic of Azerbaijan, respectively, to exercise the powers of the founder;
4.5.3. prepares an annual report on the activities of the Agency and submits it to the President of the Republic of Azerbaijan;
4.5.4. considers the drafts of legal acts related to the improvement of the Agency's activity and submits these drafts to the relevant state bodies and agencies;
4.5.5. ensures efficient use of funds provided for in sub-clause 3.1.12 of this Charter;
4.5.6. determines the number of employees and salaries of the Agency;
4.5.7. approves the structure, staff list and cost estimates of the Agency's Office and agencies within the established structure, salary fund and number of employees within the allocated budget allocation;
4.5.8. approves the internal rules of the Agency, as well as the regulations of the structural units, departments, branches and representative offices of the Office;
4.5.9. defines the rules and conditions for the exclusion of conflicts of interest in the activities of the Board of Directors and employees and monitors their implementation;
4.5.10. With the consent of the Cabinet of Ministers of the Republic of Azerbaijan, decides on the establishment or participation in economic societies of the Agency, as well as the establishment of departments, branches and representative offices;
4.5.11. With the consent of the Cabinet of Ministers of the Republic of Azerbaijan, decides on the conclusion of a deal (deal of special significance) in the amount of more than 25 percent of the net assets of the Agency and a deal with the relevant person worth 5 percent or more of the Agency's assets;
4.5.12. decides on concluding a deal with the relevant person, the value of which is up to 5% of the Agency's assets;
4.5.13. appoints the external auditor of the Agency and receives the audit report.
4.6. Board meetings are convened at least once a month. A member of the Board of Directors initiates the meetings of the Board of Directors. The meetings of the Board of Directors are valid if at least two members of the Board of Directors are present. Meetings of the Board of Directors are duly recorded and decisions are made on the issues discussed. At the meeting of the Board, decisions are made by a simple majority of votes, with each member having one vote. If the number of votes is divided equally, the vote of the Chairman of the Board of Directors (or another member of the Board of Directors replacing him/her) shall be decisive. Members are not allowed to abstain during the voting.
4.7. Chairman of the Board of Directors:
4.7.1. manages the activities of the Agency and represents it.
4.7.2. organizes the activities of the Board of Directors, determines the agenda of its meetings and chairs its meetings;
4.7.3. submits to the President of the Republic of Azerbaijan a proposal on the appointment and dismissal of the vice-chairmen;
4.7.4. determines the division of responsibilities between the vice-chairmen;
4.7.5. approves the regulations of the scientific and technical council of the Agency;
4.7.6. approves the charters of economic agencies of the Agency, makes decisions on making relevant changes in them;
4.7.7. makes presentations to the relevant bodies on awarding honorary titles and other awards to employees who have distinguished themselves in their work;
4.7.8. organizes control over the implementation of the Agency's decisions;
4.7.9. signs relevant international documents within the delegated powers;
4.7.10. makes proposals on the formation of the state budget for the relevant year on issues related to the Agency;
4.7.11. monitors the implementation of the Agency's budget and action plans;
4.7.12. ensures efficient use of funds allocated to the Agency;
4.7.13. issues power of attorney, opens current accounts and other accounts in banks, signs accounts and payment orders;
4.7.14. implements joint projects with the establishment of a legal entity (joint ventures) or without the establishment of a legal entity in order to effectively organize the activities of the Agency and manages these projects in accordance with the constituent documents;
4.7.15. convenes meetings of the Board of Directors on its own initiative or on the initiative of any other member of the Board;
4.7.16. invites other persons to participate in the meeting of the Board of Directors on its own initiative, as well as at the request of any other member of the Board of Directors;
4.7.17. organizes, inspects and monitors the implementation of adopted acts on the activities of the Agency;
4.7.18. issues mandatory internal orders and directives related to the organization of the Agency's activities;
4.7.19. provides reception of citizens and consideration of appeals in the Agency;
4.7.20. provides clerical and archival work in the Agency;
4.7.21. makes decisions on appointment and dismissal of employees of the Agency, including its departments, branches and representative offices, as well as heads of economic societies, their deputies, chief engineers and chief accountants, taking measures of encouragement and disciplinary measures against them, except for the cases specified in this Charter; 
4.7.22. controls the use of the Agency's property in accordance with the purposes provided for in this Charter;
4.7.23. annuls decisions of the Agency's officials that contradict the legislation;
4.7.24. conducts operations on behalf of the Agency, concludes contracts and ensures their implementation within the powers defined by this Charter;
4.7.25. takes necessary measures for the protection of state secrets and confidentiality in the areas of activity of the Agency;
4.7.26. establishes advisory committees and working groups on the Agency's activities;
4.7.27. makes decisions on conducting audits of financial and economic activities of the Agency's departments, branches and representative offices, as well as economic societies;
4.7.28. takes other measures to organize the activities of the Board of Directors.
4.8. Board’s members:
4.8.1. participate in resolving issues related to the powers of the Board of Directors;
4.8.2. get acquainted in advance with the agenda of the meeting of the Board and the materials to be considered;
4.8.3. comment on the decisions to be made by the Board of Directors;
4.8.4. make proposals on consideration of issues related to the powers of the Board at the meetings of the Board of Directors;
4.8.5. get acquainted with the decisions of the Board, meeting minutes and other documents;
4.9. Members of the Board should be impartial in their approach to the issues considered at the meetings of the Board of Directors, and should not allow actions and speeches that could damage the name of a member of the Board of Directors.

5. Basics of the authorized fund, property and financial activities of the Agency
5.1. The authorized fund of the Agency is 644987156 (six hundred forty-four million nine hundred eighty-seven thousand one hundred fifty-six) manats.
5.2. The property of the Agency is formed from the authorized fund paid by the founder, other property provided to it by the founder, as well as funds allocated from the state budget, income from activities, donations, grants, investments involved and other funds not prohibited by law.
5.3. The Agency uses the property only in accordance with the purposes set out in this Charter. The Agency shall exercise its powers in relation to state property on its balance sheet in accordance with this Charter and relevant legislation.
5.4. The Agency has the right to independently dispose of the activities of the Agency, its economic societies, departments, branches and representative offices after the payment of taxes and other mandatory payments provided by law.
5.5. In cases where the Agency provides services and carries out legal actions provided for in the Law of the Republic of Azerbaijan “On State Duty”, it shall collect a state duty in the manner and amount established by that Law.
5.6. The prices (tariffs) set by the Cabinet of Ministers of the Republic of Azerbaijan refer to the regulated prices of the Agency's products (goods, works, services) provided for in the list of goods (works, services) regulated by the state.

6. Form and scope of control over the activities of the Agency
6.1. The activity of the Agency is supervised by the President of the Republic of Azerbaijan, as well as the Cabinet of Ministers of the Republic of Azerbaijan within the framework of the delegated founder’s powers.
6.2. The annual report on the activities of the Agency shall be submitted to the President of the Republic of Azerbaijan.

7. Accounting and reporting in the Agency
7.1. The Agency maintains accounting records, prepares, submits and publishes financial statements in accordance with the Law of the Republic of Azerbaijan “On Accounting” established for public legal entities.
7.2. In accordance with the Law of the Republic of Azerbaijan "On Official Statistics", the Agency maintains statistical records and compiles statistical reports.
7.3. The first financial year of the Agency begins from the date of its state registration and ends on December 31 of that year. The next fiscal year starts on January 1 and ends on December 31. 
7.4. The Agency provides inspections of financial and economic activities of departments, branches and representative offices, as well as economic societies.

8. Audit
8.1. The Agency establishes an internal audit service. The Internal Audit Service performs duties defined by the Law of the Republic of Azerbaijan “On Internal Audit”.
8.2. Independent (external) audit of the financial and economic activity of the Agency is carried out in accordance with the Civil Code of the Republic of Azerbaijan and the Law of the Republic of Azerbaijan “On Auditor Service”.

9. Liquidation and reorganization of the Agency
The liquidation and reorganization of the Agency shall be carried out by the President of the Republic of Azerbaijan.